Auto Tool Technologies Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






SHARE PURCHASE AGREEMENT 

THIS AGREEMENT dated December 30, 2011 is among: 


  
    
      
        ROSSLAND ASSET MANAGEMENT LTD., an Ontario corporation,
          having its registered and records office at 200- 252 Pall Mall Street,
          London, Ontario, N6A 5P6 

        ("Seller") 

      

    

  



AND 


  
    
      
        AUTO TOOL TECHNOLOGIES INC., a Nevada corporation
          having its resident agent office at 1000 East William Street, Suite
          204, Carson City, Nevada, 89701 

        ("Buyer") 

      

    

  



AND 


  
    
      
        DSL PRODUCTS LIMITED, an Ontario corporation
          having its registered and records office at 200- 252 Pall Mall Street,
          London, Ontario, N6A 5P6 

        (the "Target") 

      

    

  



BACKGROUND 

	A. 	
      The Target carries on the business of the distribution
      and sale of hand held tools.

	 	 
	B. 	
      The Seller owns and controls 100% of the outstanding
      securities of the Target.

	 	 
	B. 	
      The Seller has agreed to sell, and the Buyer has agreed
      to buy, the business of the Target by the purchase of a 100% of the
      outstanding securities of the Target.







AGREEMENTS 

    
        For good and valuable
consideration, the receipt and sufficiency of which each party acknowledges the
parties agree as follows: 

PART 1 

INTERPRETATION 

1.1        Defined
Terms. In this Agreement: 

	 	a) 	
      "Accounts Receivable" means any account receivable of the
      Business payable to the Target on the day immediately preceding the day of
      the Closing Time;

	 	 	 
	 	b) 	
      "Affiliate", concerning any Party, means a corporation
      which Controls, is Controlled by, or is under common Control with, that
      Party;

	 	 	 
	 	c) 	
      "Agreement", "this Agreement", and "the Agreement" refer
      to this agreement as it may be amended or supplemented from time to
      time;

	 	 	 
	 	d) 	
      "Assets" means all the assets, property, and undertaking,
      other than Excluded Assets, owned and used by the Target, or held by it
      for use in, the Business, including but not limited to those shown in the
      balance sheet comprised in the Books and Records, and the
  following:




	 	i) 	
      the right, title, and interest of the Target in the
      Leases, the Leased Premises, and any Leasehold Improvements,

	 	ii) 	
      the Accounts Receivable,

	 	iii) 	
      the Inventory,

	 	iv) 	
      the Equipment,

	 	v) 	
      the Intellectual Property,

	 	vi) 	
      the Goodwill of the Business,

	 	vii) 	
      the interest of the Target in the Material
    Contracts,

	 	viii) 	
      the interest of the Target in the Assumed
      Indebtedness,

	 	ix) 	
      the Prepaids,

	 	x) 	
      the interest of the Target in the Licences, and

	 	xi) 	
      the interest of the Target in the Equipment
  Leases;

	 	xiii) 	
      any cash, bank balance, money in possession of any bank
      or other depository, term deposit, and similar cash property, owned by the
      Seller at the Closing Time;

	 	 	 
	 	(xiiii)	
      the corporate records of the
  Target;









	 	(xv) 	
      any non-transferable licence, permit, or approval, of any
      governmental authority relating to the Business;

	 	 	 
	 	(xvi) 	
      the interest of the Target in the Insurance
    Policies.




	 	e) 	
      "Assumed Indebtedness" means the indebtedness of the
      Target described in Schedule 5;

	 	 	 
	 	f) 	
      "Books and Records" means the books and records of the
      Target as described in paragraph 7.1(e);

	 	 	 
	 	g) 	
      "Business" means the business carried on by the Seller
      and based in Ontario, Canada;

	 	 	 
	 	h) 	
      "Business Day" means any day from Monday to Friday,
      inclusive, except for any day that is a statutory holiday in
    Ontario;

	 	 	 
	 	i) 	
      "Closing Time" means the time set out for closing
      described in paragraph 12.1;

	 	 	 
	 	j) 	
      "Control" includes, without limitation, directly or
      indirectly owning shares having more than 50% of the votes entitled to be
      cast to elect the directors of a corporation and "Controlled" includes,
      without limitation, a corporation which is under Control;

	 	 	 
	 	k) 	
      "Environmental, Health and Consumer Protection Laws"
      means any applicable federal, state, provincial, municipal or local laws,
      regulations, orders, governmental decrees or ordinances concerning
      environmental, consumer protection, health, or safety matters;

	 	 	 
	 	l) 	
      "Equipment" means all tangible personal property used in
      connection with the Business, including that described in Schedule 2, but
      excluding the tangible personal property leased under the Equipment
      Lease;

	 	 	 
	 	m) 	
      "Equipment Leases" means the leases of personal property
      described in Schedule 8;

	 	 	 
	 	n) 	
      "Excluded Assets" means: None

	 	 	 
	 	o) 	
      "Generally Accepted Accounting Principles" means
      accounting principles consistently applied and generally accepted in the
      United States, and recommended in the handbook of the Institute of
      Certified Public Accountants, as those principles may be amended from time
      to time;

	 	 	 
	 	p) 	
      "Goodwill" means every advantage and benefit connected
      with the Business and the reputation of the Business, and includes the
      exclusive right of the Buyer to represent itself as carrying on the
      Business in succession to the Seller, and all right, title, and interest
      of the Target in the name DSL (and associated names and marks), and any records and
      information relating to suppliers, customers, contractor and employees of
  the Business;








	 	q) 	
      "Hazardous Substance" means any pollutant, contaminant,
      waste, special or hazardous waste, toxic or hazardous substance or
      material which, when released into the natural environment is likely to
      cause harm or risk to the natural environment or to human or animal
      health, including without limitation, any substance considered hazardous
      under Environmental Laws, Health and Consumer Protection Laws;

	 	 	 
	 	r) 	
      "Intellectual Property" means all the right, title and
      interest of the Target in all registered and unregistered trademarks,
      trade or brand names, copyrights, patents, applications and licenses for
      any of the foregoing, computer software and other data processing
      material, designs, inventions, trade secrets, formulae, processes,
      procedures, research, market information, franchises, and other rights
      used in connection with the Business, including the intellectual property
      described in Schedule 7;

	 	 	 
	 	s) 	
      "Inventory" means any inventory of raw material, work in
      progress, stock in trade, finished goods, supplies, packaging and
      advertising and publicity materials, pertaining to the Business wherever
      located, and whether on consignment or not;

	 	 	 
	 	t) 	
      "Leasehold Improvements" means the leasehold improvements
      located on the Leased Premises;

	 	 	 
	 	u) 	
      "Leases" means the leases or agreements in the nature of
      a lease, of real property, to which the Target is a party, whether as
      landlord or tenant, which relate to the Business, including the leases
      listed in Schedule 3 and the lease of the Leased Premises;

	 	 	 
	 	v) 	
      "Licences" means any licence, permit, or other operating
      authority, relating to the Business issued by any governmental authority,
      and which is transferable including those listed in Schedule 11;

	 	 	 
	 	w) 	
      "Material Contracts" means the contracts, and agreements,
      relating to the Business described in Schedule 4, and includes any other
      agreement entered into by the Target in the ordinary course of business
      between the date of this Agreement and the Closing Time, which is
      consented to in writing by the Buyer. Material Contracts shall include,
      without limitation, all manufacturing, supply, sales, distribution,
      employment, and consulting agreements related to the Business.

	 	 	 
	 	x) 	
      "Material Damage" means any damage to, or destruction of,
      any of the Assets that cannot be repaired, or restored, in the opinion of
      the Buyer acting reasonably, within 60 days after the occurrence of that
      damage or destruction;









	 	y) 	
      "Part", "paragraph", and "Schedule" followed by a number
      or letter refer to the specified Part, paragraph, or Schedule of this
      Agreement;

	 	 	 
	 	z) 	
      "Parties" means the Seller, the Buyer, and the Target,
      and their respective successors and assigns, and "Party" means any one of
      the Parties;

	 	 	 
	 	aa) 	
      "Permitted Encumbrances" means any of the encumbrances
      listed in Schedule 9;

	 	 	 
	 	bb) 	
      "Person" means an individual, a corporation, a society, a
      partnership, a government or any government department or agency, a
      trustee, any unincorporated organization, and includes the heirs and legal
      representatives of an individual;

	 	 	 
	 	cc) 	
      "Period" means the period described in paragraph
      14.2(b);

	 	 	 
	 	dd) 	
      "Prepaids" means any deposit or prepaid expense relating
      to the Business, to the extent they are transferrable;

	 	 	 
	 	ee) 	
      "Prime Rate" means, for any day, the rate of interest
      expressed as a rate per annum that the Royal Bank of Canada declares, at
      its head office in Toronto as a reference rate of interest that it will
      charge on that day for Canadian dollar loans to its corporate customers in
      Canada, and which it refers to at present as its Prime Rate;

	 	 	 
	 	ff) 	
      "Purchase Price" means the purchase price set out in
      paragraph 2.2;

	 	 	 
	 	gg) 	
      "Related Person" concerning any Party
  means:




	 	i) 	
      a relative of that Party, or relative of a spouse of that
      Party,

	 	ii) 	
      any Affiliate of that Party,

	 	iii) 	
      any partnership in which that Party is a
  partner,

	 	iv) 	
      any firm, association, syndicate or other business
      enterprise in which the Party or a spouse of the Party is a principal,
      agent, shareholder, officer, employee or in any other manner engaged by or
      concerned with,

	 	v) 	
      any trust or estate in which that Party has any
      beneficial interest, and

	 	vi) 	
      any spouse of a Party;




	 	hh) 	
      "Restricted Period" means the period described in
      paragraph 15.1.

	 	 	 
	 	kk) 	
      "Insurance Policies" means all policies of insurance
      maintained by the Target, whether in relation to the Business or
      otherwise, described in Schedule 10, hereto.











	1.2 	Schedules. The following attached Schedules form
      part of this Agreement:



Schedule 1   Description of
  Land 

  Schedule 2    List of
Equipment 

Schedule 3    Description of Leases 
Schedule
4    List of Material Contracts 
Schedule 5   
Description of Assumed Indebtedness 
Schedule 6   
Intentionally Deleted
Schedule 7    Description of
Intellectual Property 
Schedule 8    Equipment Leases

Schedule 9    Permitted Encumbrances 
Schedule 10 
Schedule of Insurance 

  Schedule 11  Licences 

PART 2 

AGREEMENT TO SELL AND CONSIDERATION 

2.1        Agreement to
Sell. The Seller will sell, and the Buyer will buy, 100% of the issued and
outstanding shares in the capital stock of the Target (the "Target
Shares") on the terms set out in this Agreement. 

2.2        Purchase
Price. Subject to adjustment as provided in Part 13, the Purchase Price will
be 30,000,000 restricted shares of common stock of the Buyer (the
"Consideration Shares"). 

2.3        Allocation
of Purchase Price. The Purchase Price will be allocated as follows: 

	 	a) 	
      100% to the Value of the Target
Shares.



2.4        the
Consideration Shares. In regards to the Consideration Shares, the Seller
represents, warrants, acknowledges and agrees that: 

	 	a) 	
      the Seller is not acquiring the Consideration Shares for
      the account or benefit of, directly or indirectly, any U.S.
  Person;

	 	 	 
	 	b) 	
      the Seller is not a U.S. Person;

	 	 	 
	 	c) 	
      the Seller is resident in the jurisdiction set out on the
      signature page of this Agreement;

	 	 	 
	 	d) 	
      the sale of the Consideration Shares to the Seller as
      contemplated in the Agreement complies with or is exempt from the
      applicable Consideration Shares legislation of the jurisdiction of
      residence of the Seller;

	 	 	 
	 	e) 	
      the Seller is acquiring the Consideration Shares for
      investment only and not with a view to resale or distribution and, in
      particular, it has no intention to distribute either directly or
      indirectly any of the Units in the United States or to U.S.
  Persons;

	 	 	 
	 	f) 	
      the Seller is outside the United States when receiving
      and executing this Agreement and is acquiring the Consideration Shares as
      principal for the Seller's own account, for investment purposes only, and
      not with a view to, or for, resale, distribution or fractionalisation
      thereof, in whole or in part, and no other person has a direct or indirect
  beneficial interest in such Consideration Shares; and








	 	g) 	
      the Seller is not an underwriter of, or dealer in, the
      common shares of the Buyer, nor is the Purchaser participating, pursuant
      to a contractual agreement or otherwise, in the distribution of the
      Consideration Shares.



PART 3 

ASSUMED LIABILITIES 

3.1        Assumed
Indebtedness. On and after the Closing Time, the Buyer will assume and pay
or cause to be paid by the Target the balance outstanding under any of the
Assumed Indebtedness, and the Buyer will indemnify and save the Seller harmless,
from any liability in connection with that Assumed Indebtedness arising wholly
after the Closing Time, except for any liability for any default under the
Assumed Indebtedness occurring prior to the Closing Time. 

3.2        Other Assumed
Liabilities. On and after the Closing Time, the Buyer will indemnify and
save the Seller harmless from any liability in connection with any of the
Material Contracts, the Leases and the Licenses arising wholly after the Closing
Time, except for any liability for any default under any Material Contract, the
Leases and the Licenses occurring prior to the Closing Time.

3.3        Liabilities
Not Assumed. Except for any liability expressly assumed by the Buyer under
this Agreement, as set out in paragraph 3.1 and paragraph 3.2, the Buyer will
not assume, and will not be responsible for, any liability of the Target,
present or future, and whether or not relating to the Business, and the Seller
will indemnify and save harmless the Buyer from and against that liability. 

PART 4 

INVENTORY 

INTENTIONALLY DELETED 

PART 5 

VALUATION OF ACCOUNTS RECEIVABLE AND PREPAIDS 

INTENTIONALLY DELETED 




PART 6 

ADJUSTMENTS 

INTENTIONALLY DELETED 

PART 7 

REPRESENTATIONS 

7.1       
Representations of the Seller and the Target. The Seller and the Target
jointly and severally represent and warrant to the Buyer as follows: 

	 	a) 	
      Status of Seller. The Seller is a corporation duly
      incorporated, validly existing, and in good standing under the laws of the
      Province of Ontario, has the power and capacity to own and dispose of the
      Target Shares, and to enter into this Agreement and carry out its
      terms.

	 	 	 	 
	 	b) 	
      Status of the Target. The Target is a corporation
      duly incorporated, validly existing, and in good standing under the laws
      of the Province of Ontario, has the power and capacity to carry on the
      Business, and to enter into this Agreement and carry out its
  terms.

	 	 	 	 
	 	b) 	
      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
      corporate action of the Seller and of the Target, and this Agreement
      constitutes a legal, valid, and binding obligation of the Seller and the
      Target, enforceable against each of them in accordance with its terms,
      except as may be limited by laws of general application affecting the
      rights of creditors, and subject to the availability of any equitable
      remedy in any particular instance.

	 	 	 	 
	 	c) 	
      Sale Will Not Cause Default. Neither the execution
      and delivery of this Agreement, nor the completion of the purchase and
      sale contemplated in this Agreement will:

	 	 	 	 
	 		i) 	
      violate any of the terms of the constating documents of
      the Seller or of the Target, or any order, decree, statute, by-law,
      regulation, covenant, or restriction, applicable to the Seller, or any of
      the Assets;

	 	 	 	 
	 		ii) 	
      give any person any right to terminate, cancel, or remove
      any of the Assets;

	 	 	 	 
	 		iii) 	
      result in any fee, duty, tax, assessment, or other amount
      relating to any of the Assets, becoming due or payable, other than
      provincial social services tax payable by the Buyer in connection with the
      purchase and sale; or








	 	iv) 	
      result in any encumbrance, except the Permitted
      Encumbrances, on any of the Assets.




	 	d) 	
      Title to Assets. The Target owns and possesses,
      and has a good and marketable title to, the Assets, free and clear of any
      security interest, encumbrance, or other claim, except for any Permitted
      Encumbrances.

	 	 	 	 
	 	e) 	
      Books and Records. The books and records of the
      Target, a true and complete set of which has been provided to the Buyer,
      fairly and correctly set out and disclose, in all material respects, in
      accordance with Generally Accepted Accounting Principles, the financial
      position of the Target, and all material financial transactions and Assets
      of the Target have been accurately recorded in those books and
    records.

	 	 	 	 
	 	f) 	
      Material Change. Since the date of the balance
      sheet included in the Books and Records there has not been:

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

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

	 	 	 	 
	 		iii) 	
      any material increase in the compensation payable, or to
      become payable, by the Target to any of its officers, employees, or
      agents, or any bonus, payment, or arrangement made to or with any of them,
      except those, if any, agreed to in writing by the Buyer.

	 	 	 	 
	 	g) 	
      Litigation. There is no litigation, or
      administrative or governmental proceeding, or inquiry pending, or to the
      knowledge of the Seller and the Target, threatened, against, or relating
      to, the Target Shares, the Target, the Business, or any of the Assets, nor
      does the Seller or the Target know of, or have reasonable grounds for
      believing that, there is any basis for any litigation, proceeding, or
      enquiry.

	 	 	 	 
	 	h) 	
      Conformity with Laws. Every governmental licence,
      or permit required for the carrying on, in the ordinary course, of the
      operations of the Business, has been obtained, and is in good standing,
      and the carrying on of the operation of the Business is not in breach of
      any statute, by-law, regulation, covenant, restriction, plan, or
      permit.

	 	 	 	 
	 	i) 	
      Forward Commitments. Any outstanding forward
      commitment by, or on behalf of, the Target for the purchase or sale of any
      of the Inventory has been made in accordance with established price lists
      of the Target, or its suppliers, or if otherwise, then in accordance with
      the Target's normal business practice.








	 	j) 	
      Material Contracts, Assumed Indebtedness, Leases, and
      Licences.

	 	 	 	 
	 		
      There are no contracts, or agreements, applicable to the
      Business other than the insurance policies listed in Schedule 10, Material
      Contracts, Assumed Indebtedness, Leases, Equipment Leases and the
      Licences.

	 	 	 	 
	 	k) 	
      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 of
      the Leases, Licenses, Intellectual Property rights, Material Contracts,
      Equipment Leases or Assumed Indebtedness, each of which is in good
      standing, and in full force and effect, unamended, except as set out in
      the schedules listing the Leases, Equipment Leases, Material Contracts,
      Intellectual Property rights, Assumed Indebtedness, and
Licences.

	 	 	 	 
	 	l) 	
      Condition of Assets. The Equipment, and Leasehold
      Improvements are in good condition and repair and the Equipment, and any
      equipment comprised in the Leasehold Improvements, are in good working
      order.

	 	 	 	 
	 	m) 	
      Work Orders. There are no local government work
      orders outstanding against any of the Leased Premises, and the Target has
      not received any notice of any defect or breach of any bylaw or regulation
      which, if not corrected, could become a work order.

	 	 	 	 
	 	n) 	
      Environmental, Health, and Consumer Protection Laws.
      The Target has not violated any Environmental, Health, and Consumer
      Protection Laws and for greater certainty, without limitation:

	 	 	 	 
	 		i) 	
      the Target has operated the Business at all times and has
      received, handled, used, stored, treated, shipped and disposed at all
      times of all Hazardous Substances in strict compliance with all
      Environmental, Health, and Consumer Protection Laws;

	 	 	 	 
	 		ii) 	
      no orders, directions or notices have been issued under
      any Environmental, Health, and Consumer Protection Law relating to the
      Business.

	 	 	 	 
	 	o) 	
      Intellectual Property. None of the Assets infringe
      the rights of any patent, design, trade mark, trade name, copyright or
      other intellectual property rights.



7.2       
Representations of the Buyer. The Buyer represents and warrants to the
Seller and the Target as follows: 

	 	a) 	
      Status of Buyer. The Buyer is a corporation, duly
      incorporated, validly existing, and in good standing under the laws of its
      jurisdiction of incorporation, has the power and capacity to enter into
      this Agreement, and to carry out its terms.








	 	b) 	
      Authority to Purchase. The execution and delivery
      of this Agreement, and the completion of the transactions contemplated by
      this Agreement, have been duly and validly authorized by all necessary
      corporate action on the part of the Buyer, and this Agreement constitutes
      a legal, valid, and binding obligation of the Buyer, enforceable against
      the Buyer in accordance with its terms, except as limited by laws of
      general application affecting the rights of creditors, and subject to the
      availability of any equitable remedy in any particular instance.

	 	 	 
	 	c) 	
      Investment Canada Act. The Buyer is
      not a "Canadian" as defined in Section 3 of the Investment Canada
      Act.



PART 8 

COVENANTS OF THE PARTIES 

8.1        Covenants of
the Seller and the Target. The Seller and the Target jointly and severally
covenant with the Buyer as follows: 

	 	a) 	
      Conduct of the Business. Until the Closing Time,
      the Target will conduct the Business diligently, and in the ordinary
      course, and will use all reasonable efforts to preserve the Assets intact
      other than a disposition of any of the Assets in the usual and ordinary
      course of the operation of the Business, to keep available to the Buyer
      its present employees, and to preserve for the Buyer its relationship with
      its suppliers, customers, and others having business relations with
    it.

	 	 	 
	 	b) 	
      Access by Buyer. The Target will give to the Buyer
      and Buyer's lawyers, accountants, and other representatives, full access,
      during normal business hours, throughout the period from the date of this
      Agreement to the Closing Time, to all of the properties, books, contracts,
      commitments, and records of the Target relating to the Business, and the
      Assets, and will furnish to the Buyer during that period any information
      reasonably requested by the Buyer.

	 	 	 
	 	c) 	
      Insurance. From the date of this Agreement, until
      the Closing Time, the Target will maintain in full force and effect the
      policies of insurance described in Schedule 10, and will cause the Buyer
      or the designees of the Buyer to be added as a named insured under those
      policies, and to remain as a named insured until the Closing
  Time.

	 	 	 
	 	d) 	
      Obtain Consents. The Seller and the Target will
      obtain, prior to the Closing Time, all consents, waivers, approvals, and
      releases as may be required to validly and effectively transfer the Target
      Shares.

	 	 	 
	 	e) 	
      Assets. The Target will take good care of all the
      Assets and make any necessary repairs and maintenance prior to the Closing
      Time.








	 	f) 	
      Covenant of Indemnity. The Seller and the Target
      will, jointly and severally, indemnify and hold harmless the Buyer from
      and against:

	 	 	 	 
	 		i) 	
      any liability, whether accrued, absolute, contingent, or
      otherwise, existing at the Closing Time, and which is not agreed to be
      assumed by the Buyer under this Agreement;

	 	 	 	 
	 		ii) 	
      any damage, or loss arising from any misrepresentation,
      or non-fulfilment of any covenant, on the part of the Seller or the Target
      under this Agreement, or from any misrepresentation in, or omission from,
      any certificate, or other instrument, furnished, or to be furnished, to
      the Buyer under this Agreement; and

	 	 	 	 
	 		iii) 	
      any action, suit, proceeding, claim, costs, legal
      expenses (on a solicitor and own client basis), and any other expense,
      incidental to any of the liability, damage or loss referred to in
      paragraph 8.1(g)(i) and paragraph 8.1(g)(ii).

	 	 	 	 
	 	g) 	
      Employees. The Target will pay all employees all
      wages, salaries, and benefits up to and including the Closing Time. The
      Seller and the Target will jointly and severally indemnify and save
      harmless the Buyer from and against any claim by any employee of the
      Seller whether terminated or not under this Part for wages, salaries,
      bonuses, pension, or other benefits, severance pay, notice, or pay in lieu
      of notice, and holiday pay, in respect of any period prior to the Closing
      Time.

	 	 	 	 
	 	h) 	
      Notice to Buyer. If either the Seller of the
      Target determines a state of facts exists which will result in an untrue
      representation, the non-fulfilment of any condition, or any material
      detrimental change to the Assets or the Business, the Seller or the Target
      will as soon as is reasonably possible notify the Buyer of such state of
      facts.

	 	 	 	 
	 	i) 	
      Filings. The Target will make in a timely fashion
      all tax, governmental and other filings necessary for the proper operation
      of the Business.



8.2        Covenants
of the Buyer. The Buyer covenants with the Seller as follows: 

	 	a) 	
      Consents. The Buyer will, at the request of the
      Seller, execute and deliver applications for consent, assumption
      agreements, and provide information, as may be necessary to obtain the
      consents referred to in paragraph 8.1(e), and will assist and co-operate
      with the Seller in obtaining those consents.







PART 9 

POST CLOSING COVENANTS 

	9.1 	
      Covenants of the Buyer. The Buyer will:

	 	 	 
		a) 	
      permit the Seller, and its authorized representatives,
      upon reasonable notice, access during normal business hours to all
      documents, books, agreements, records, and files, which relate to the
      Business and relate to periods prior to the Closing Time in connection
      with the preparation of any tax and financial reporting matters, audits,
      legal proceedings, governmental proceedings, and other business
      purposes.



9.2        Covenants of
the Seller and the Target. The Seller and the Target jointly and severally
will: 

	 	a) 	
      indemnify and save harmless the Buyer, upon demand, from
      and against any cost and expense, incurred by the Buyer, arising out of
      the performance by the Buyer of its obligations under paragraph 9.1(a);
      and

	 	 	 
	 	b) 	
      permit the Buyer, and its authorized representatives,
      upon reasonable notice, access during normal business hours to all
      documents, books, agreements, records, and files, which relate to the
      Business and relate to periods prior to the Closing Time in connection
      with the preparation of any tax and financial reporting matters, audits,
      legal proceedings, governmental proceedings, and other business
      purposes.



PART 10 

SURVIVAL OF REPRESENTATIONS AND COVENANTS 

10.1        Survival of
Seller's and Target's Representations and Covenants. Any statement contained
in any certificate, or other instrument delivered by, or on behalf of, the
Seller or the Target or both under this Agreement, or in connection with any
transaction contemplated by this Agreement, will be considered to be
representations made by the Seller or the Target or both, as the case may be, to
the Buyer. Any representation, or agreement that may still be applicable, made
by the Seller or the Target or both in this Agreement will, unless otherwise
expressly stated, survive the Closing Time and any investigation at any time
made by or on behalf of the Buyer, and subject to paragraph 10.3, will continue
in full force and effect for the benefit of the Buyer. 

10.2       Survival of Buyer's
Representations and Covenants. Any representation, or agreement that may
still be applicable, made by the Buyer in this Agreement will, unless otherwise
expressly stated, and if it may still be applicable, survive the Closing Time
and any investigation at any time made by, or on behalf of, the Seller, and will
continue in full force and effect for the benefit of the Seller, but the Seller
will not be entitled to make any claim for any breach of any representation, or
agreement, unless: 





	 	a) 	
      written notice of any claim is given by the Seller to the
      Buyer prior to the Closing Time, and

	 	 	 
	 	b) 	
      the aggregate amount of any claim exceeds
  $10,000



10.3       Limitation on
Seller's and Target's Indemnity. No claim by the Buyer under the covenant of
indemnity contained in paragraph 8.1(g), or for damages, or other relief in
respect of any breach of any representation, or any breach of any covenant, by
the Seller or Target or either of them, under this Agreement, will be valid
unless: 

	 	a) 	
      written notice of any claim is given by the Buyer or the
      Target to the Seller prior to the Closing Time, and

	 	 	 
	 	b) 	
      the aggregate amount of any claim exceeds
  $10,000.



PART 11 

CONDITIONS PRECEDENT 

11.1       Conditions
Precedent to Buyer's Obligations. Any obligation of the Buyer under this
Agreement is subject to the fulfilment at, or prior to, the Closing Time of the
following conditions and any failure in fulfilment of the conditions will allow
the Buyer at its option to terminate this Agreement without any further
liability to the Buyer: 

	 	a) 	
      Seller's and Target's Representations. The
      Seller's and Target's representations 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, the Closing Time, as if those representations and
      warranties were made at, and as of, the Closing Time.

	 	 	 
	 	b) 	
      Damage. No Material Damage will have occurred to
      the Assets.

	 	 	 
	 	c) 	
      Seller's and Target's Covenants. The Seller or the
      Target will have performed any agreement required by this Agreement to be
      performed by either of them prior to or at the Closing Time.

	 	 	 
	 	d) 	
      Consents. The Buyer will have received duly
      executed copies of the consents or approvals referred to in paragraph
      8.1(e).



11.2       Waiver of
Conditions by Buyer. Each of the conditions set out in paragraph 11.1, is
for the exclusive benefit of the Buyer, and any of those conditions, may be
waived, in whole or in part, by the Buyer at or prior to the Closing Time, by
delivering to the Seller a written waiver to that effect signed by the Buyer.





11.3       Conditions
Precedent to Seller's Obligations. Any obligation of the Seller under this
Agreement is subject to the fulfilment, prior to or at the Closing Time, of the
following conditions: 

	 	a) 	
      Buyer's Representations. The Buyer's
      representations contained in this Agreement will be true at and as of the
      Closing Time as though those representations were made as of the Closing
      Time.

	 	 	 
	 	b) 	
      Buyer's Covenants. The Buyer will have performed
      any agreement required by this Agreement to be performed by it at or prior
      to the Closing Time.

	 	 	 
	 	c) 	
      Consents of Third Parties. Any consent or approval
      required to be obtained by the Seller for the purpose of selling and
      transferring the Target Shares has been obtained, but this condition may
      only be relied upon by the Seller if the Seller has diligently exercised
      all reasonable efforts to procure all consents or approvals required to be
      obtained under this Agreement, and the Buyer has not waived the need for
      any consent or approval.



11.4       Waiver of
Conditions by Seller. Each of the conditions set out in paragraph 11.3, is
for the exclusive benefit of the Seller, and any of those conditions may be
waived, in whole or in part, by the Seller, at or prior to the Closing Time, by
delivering to the Buyer a written waiver to that effect signed by the Seller.


PART 12 

CLOSING 

12.1       Closing Time.
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 9:00 a.m., local
time, in Toronto, on September 9 , 2011, or at any other time and date as
may be agreed upon, in writing, between the Parties. 

12.2       Place of
Closing. The closing will take place at the offices of the Buyer, or at such
other location mutually agreed by the Parties. 

12.3       Documents and
Assets to be Delivered by the Seller. At the closing the Seller will
deliver, or cause to be delivered, to the Buyer: 

	 	a) 	
      a duly executed instrument of transfer effecting the
      transfer of the Target Shares, with signatures guaranteed, and, if
      applicable, any certificate representing the Target Shares, duly executed
      and endorsed in blank (or accompanied by duly executed stock powers duly
      endorsed in blank), in each case in proper form for transfer, with
      signatures guaranteed.

	 	 	 
	 	b) 	
      all consents or approvals required to be obtained by the
      Seller for the purpose of validly assigning to the Buyer the Target
      Shares, any other consent or approval required to give effect to the
  transactions hereby contemplated;








	 	c) 	
      duly executed releases of, or evidence to the reasonable
      satisfaction of the Buyer, as to the discharge of any and all liabilities
      which the Buyer has not agreed to assume, and which may be enforceable
      against the Target or any of the Assets; and

	 	 	 
	 	d) 	
      a certified copy of any resolution of the shareholders,
      and directors, of the Seller and of the Target as may be required to be
      passed to authorize the execution and delivery, and implementation, of
      this Agreement, and of any document to be delivered by the Seller or the
      Target under this Agreement.



12.4       Documents to be
Delivered by the Buyer. At the Closing Time the Buyer will deliver, or cause
to be delivered the Purchase Price. 

PART 13 

RISK AND DAMAGE 

13.1       Buyer's
Election. If, prior to the Closing Time, there occurs any Material Damage by
fire or other cause to any of the Assets, then the Buyer may, at its option:


	 	a) 	
      terminate this Agreement by reason of a failure to fulfil
      the conditions precedent of Part 11;

	 	 	 
	 	b) 	
      reduce the Purchase Price, by notice to the Seller and
      accounting for any insurance proceeds payable to the Target in respect of
      the Material Damage, by an amount equal to the cost of repair, or, if the
      assets are destroyed or damaged beyond repair, by an amount equal to the
      replacement cost of the assets forming part of the Assets that have been
      damaged or destroyed, and complete the purchase.



PART 14 

MEDIATION AND ARBITRATION 

14.1       Disputes to be
Mediated or Arbitrated. Any dispute between the Parties concerning any
matter arising under Part 4, Part 5, and Part 6 or any of them, will be
submitted following the procedure set out in paragraph 14.2 to mediation, and
failing successful mediation to arbitration under the provisions of the
Arbitration Act of Ontario. 

14.2       Procedure. 





	 	a) 	
      The Parties will attempt to resolve any dispute to which
      this Part applies by mediated negotiation, and will use their best efforts
      to agree on the choice of a mediator.

	 	 	 
	 	b) 	
      If a dispute arises to which this Part applies and which
      cannot be resolved by mediation within 30 days ("Period") after one Party
      notifies the other, or others as the case may be, of an intention to
      mediate the dispute, the Parties will submit the matter to arbitration in
      accordance with the following:




	 	i) 	
      within 5 days from the end of the Period, the matter will
      be referred to a single arbitrator with expertise in the matter being
      arbitrated;

	 	 	 
	 	ii) 	
      if the Parties cannot agree upon a single arbitrator
      within the 5 days from the end of the Period, then any Party may apply to
      the Ontario Superior Court of Justice to have it select an
    arbitrator;

	 	 	 
	 	iii) 	
      the arbitrator appointed by the Parties, or the Court, as
      the case may be, will hand down a decision within 30 days after that
      arbitrator is appointed;

	 	 	 
	 	iv) 	
      if that arbitrator does not hand down a decision within
      that 30 day period, then either Party may, by giving notice to the other,
      cancel the appointment of the arbitrator, and initiate new arbitration
      proceedings by a new request and appointment.



PART 15 

NON-COMPETITION 

INTENTIONALLY DELETED 

PART 16 

GENERAL 

16.1       Further
Assurances. The Parties will execute and deliver all other appropriate
supplemental agreements and other instruments, and take any other action
necessary, to give full effect to this Agreement, and to make this Agreement
legally effective, binding, and enforceable as between them, and as against
third parties. 

16.2       Waivers.
The failure of a Party to insist upon the strict performance of any term of
this Agreement, or to exercise any right, or remedy contained in this Agreement,
will not be construed as a waiver or a relinquishment by that Party for the
future of that term, right, or remedy. 

16.3       Binding
Agreement. This Agreement will bind and benefit each of the Parties
including their respective successors and permitted assigns. 




16.4       Collateral
Representations and Agreements. This Agreement is the entire agreement
between the Parties and supersedes any prior agreement. Neither Party is bound
by any warranty or agreement not included in this Agreement, and in particular,
no warranty of a Party not expressed in this Agreement is to be implied. 

16.5       Expenses.
Each Party will pay any expense it incurs in authorizing, executing, and
performing this Agreement and any transaction contemplated by it, whether or not
that transaction is completed, including any fee and expense of its legal
counsel, banker, investment banker, broker, accountant, or other consultant.


16.6       No Partnership.
Neither the execution of this Agreement nor the performance by a Party of
any of its rights and obligations under this Agreement will create any
partnership between the Parties. 




16.7       Assignment.
Neither Party may assign this Agreement without the prior consent of the
other Party. 

16.8       Counterparts.
This Agreement may be signed by original or by facsimile and executed in any
number of counterparts, and each executed counterpart will be considered to be
an original. All executed counterparts taken together will constitute one
agreement. 

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

16.10     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
agreements collateral to this Agreement other than as expressly set out or
referred to in this Agreement. 

16.11     Severability. Subject to
paragraph 15.9, if any term of this Agreement is determined to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability will
attach only to such term or part term, and the remaining part of the term and
all other terms of this Agreement will continue in full force and effect. The
parties will negotiate in good faith to agree to a substitute term that will be
as close as possible to the intention of any invalid or unenforceable term while
being valid and enforceable. The invalidity or unenforceablity of any term in
any particular jurisdiction will not affect its validity or enforceability in
any other jurisdiction where it is valid or enforceable. 

16.12     Gender and Number. Words
in one gender include all genders, and words in the singular include the plural
and vice versa. 

16.13     Interpretation Not Affected.
In this Agreement, using separate Parts, providing a table of contents, and
inserting headings are for convenient reference only and will not affect how
this Agreement is interpreted.

16.14     Governing Law and
Jurisdiction. This Agreement will be governed by and construed in accordance
with Ontario law and applicable Canadian law and will be treated in all respects
as an Ontario contract. 

16.15     Submission to Jurisdiction.
Each of the Parties will:

	 	a) 	
      submit to the jurisdiction of the Ontario
  courts,

	 	 	 
	 	b) 	
      if not incorporated or registered in Ontario, appoint an
      agent to receive service of any process in Ontario, and

	 	 	 
	 	c) 	
      if any appointed agent is required, notify the other of
      the name and address of its appointed agent.







16.16     Legislation. In this
Agreement any reference to legislation includes a reference to the legislation
and to any regulations made under that legislation as that legislation or those
regulations may be amended or re-enacted from time to time. 

16.17     Time. Time will be of the
essence.

16.18     Expiry of Time Period. In
this Agreement, if any period ends on a day other than a Business Day, that
period will be extended to the next following Business Day. 

16.19     Notices. In this
Agreement: 

	 	a) 	
      any notice or communication required or permitted to be
      given under the Agreement will be in writing and will be considered to
      have been given if delivered by hand, transmitted by facsimile
      transmission or mailed by prepaid registered post in Canada, to the
      address of each party set out on the first page hereof or to such other
      address or facsimile transmission number as any party may designate in the
      manner set out above;




	 	b) 	
      notice or communication will be considered to have been
      received:

	 	 	 	 
	 		i) 	
      if delivered by hand during business hours on a Business
      Day, upon receipt by a responsible representative of the receiver, and if
      not delivered during business hours, upon the commencement of business on
      the next Business Day;

	 	 	 	 
	 		ii) 	
      if sent by facsimile transmission during business hours
      on a Business Day, upon the sender receiving confirmation of the
      transmission, and if not transmitted during business hours, upon the
      commencement of business on the next Business Day; and

	 	 	 	 
	 		iii) 	
      if mailed by prepaid registered post in Canada, upon the
      fifth Business Day following posting; except that, in the case of a
      disruption or an impending or threatened disruption in postal services
      every notice or communication will be delivered by hand or sent by
      facsimile transmission.



16.20     Accounting Principles. All
calculations made or referred to in this Agreement will be made in accordance
with the Generally Accepted Accounting Principles applied consistently. All
accounting terms used in this Agreement which are not defined in this Agreement
will have the meaning assigned to them in accordance with Generally Accepted
Accounting Principles. 

16.21     Currency. All transactions
referred to in this Agreement will be made in lawful currency of the United
States in immediately available funds. Any reference to cash in this Agreement
includes a reference to cash, certified cheque, banker's draft, wire, or
electronic transfer drawn on, or of, a chartered bank of Canada. 

16.22     Amendment. This Agreement
may be amended or supplemented only by a written agreement signed by each Party
and that agreement need not be executed under seal. 




16.23     Joint and Several. If a
party is more than one person or entity, every representation, covenant and
agreement on the part of the party to be observed and performed by that party
will be the joint and several representation, covenant and agreement of each
person or entity comprising the party. 

TO EVIDENCE THEIR AGREEMENT each of the parties has executed
this Agreement on the date appearing below. 

	ROSSLAND ASSET MANAGEMENT LTD. 	 	AUTO TOOL TECHNOLOGIES INC. 
	By: 	 	By: 
	 	 	 
	 	 	 
	President and Authorized Signatory 	 	President and Authorized Signatory 
	 	 	 
	 	 	 
	Print Name 	 	Print Name 
	 	 	 
	 	 	 
	Dated: _________________________________________	 	Dated:
    _________________________________________
	 	 	 
	 	 	 
	DSL PRODUCTS INC. 	 	  
	By: 	 	  
	 	 	 
	 	 	 
	President and Authorized Signatory 	 	  
	 	 	 
	 	 	 
	Print Name 	 	  
	 	 	 
	 	 	 
	Dated: _________________________________________	 	  






SCHEDULE 1 

(Description of Land) 

None.




SCHEDULE 2 

(List of Equipment) 

None. 




SCHEDULE 3 

(Description of Leases) 

None. 




SCHEDULE 4 

(List of Material Contracts) 

Consulting Agreement – I.S. Grant & Company 

Consulting Agreement – CK & Associates 




SCHEDULE 5 

(Description of Assumed Indebtedness) 

None. 




SCHEDULE 6 

Intentionally Deleted 




SCHEDULE 7 

(Description of Intellectual Property) 

Canadian Trade-mark 
No. 1293373 
Trade-mark: TOOL VALLEY

Present Owner: DSL Products Ltd. 





SCHEDULE 8 

(Equipment Leases) 

None.




SCHEDULE 9 

(List of Permitted Encumbrances) 

	2. 	
      Liens for taxes, assessments or governmental charges or
      levies not at the Closing Time due and delinquent, or the validity of
      which is being contested at the Closing Time by the Target in good faith
      if the Buyer is satisfied, or has been provided with appropriate security
      to ensure, that any contest will not result in forfeiture of any of the
      Assets;

	 	 
	3. 	
      The lien of any judgment rendered, or claim filed,
      against the Target which it is contesting in good faith, if the Buyer is
      satisfied, or appropriate security has been provided to ensure, that any
      contest will not result in forfeiture of any of the Assets;

	 	 
	4. 	
      Security given to a public utility or any governmental
      body in connection with the operations of the Target in the ordinary
      course of its businesses;

	 	 
	5. 	
      The reservations, limitations, provisos and conditions,
      if any, expressed in any original grant from the
Crown;







SCHEDULE 10 

(Schedule of Insurance) 

Product Liability Insurance: Intact Insurance – No. 501220751


General Liability Insurance: Intact Insurance – No. 501220751





SCHEDULE 11 

(Licenses) 

None.