Asset elements Sale Agreement



























 


























 


























 


























 


























 


























 


























 


























 


























 


























 


























 


























 


























 


























 



























Sale
Agreement of asset elements



 



between Carrieres Polycor Inc



 



and



 



Rock of Ages Canada Inc.




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 




































































 






































































  


  

	
  1

  



  

































TABLE OF CONTENTS




1.         INTERPRETATION


            1.1             
Definitions


            1.2             
Titles and clauses


            1.3             
Type and number


            1.4             
Exhibits


            1.5             
Renunciation, modification


            1.6             
Applicable laws




 




2.         PURCHASE AND SALE




 




3.         PURCHASE PRICE


            3.1             
Purchase price


            3.2             
Adjustments


            3.3             
No liability intake




 




4.         PURCHASE PRICE TERMS AND CONDITIONS


            4.1             
Payment terms and conditions


            4.2             
Guaranteed deposit


            4.3             
Title search


            4.4             
Environmental verification


            4.5             
Guaranteed deposit remittance


            4.6             
Regulations with regards to the guaranteed deposit and to the trustee




 




5.         SELLER DECLARATIONS AND GUARANTEES


            5.1             
Seller declarations and guarantees


            5.2             
Declarations and guarantees of asset elements


            5.3             
Compliance with environmental relative laws


            5.4             
Survival of declarations and guarantees




 




6.         BUYER DECLARATIONS AND GUARANTEES


            6.1             
Declarations and guarantees


            6.2             
Survival of declarations and guarantees




 




7.         COMPENSATION




 




8.         COMMITMENTS BETWEEN PARTIES


            8.1             
Buyer' commitments


            8.2             
Seller's commitments


            8.3             
Party's commitments


            8.4             
Follow up of commitments




 




9.         NOTICE


            9.1             
Notice


            9.2             
Receipt of notice date




 




10.       GENERAL PROVISIONS


            10.1         
Cost and fees


            10.2         
Deadline





  

	
  2

  



  














































SALE AGREEMENT OF ASSET ELEMENTS




 




BETWEEN: 



  

CARRIERES POLYCOR INC, a
legal corporate entity, with a head office situated at 138, Saint-Pierre street
in Quebec, Province of Quebec, G1K 8B9, represented by Charles Belzil, vice
president of the board of director and chief financial director of the company,
duly authorized hereinafter called: (THE SELLER)




  






AND:



  

ROCK OF AGES CANADA INC, a legal corporate
entity, with a head office situated at 1 Place Ville-Marie, bureau 4000, in
Montreal, province of Quebec, H3B 4M4, represented by Gabriel Ouellet, director
of finance and operations, duly authorized hereinafter called (THE BUYER)






    

  






1.               INTERPRETATION




1.1             Definitions


For the purpose of the present,
and also in all documents related or referred to, unless of an opposite
context, the following words, terms and expressions will signify:




1.1.1.   "Deed
of sale of the immoveable property" signifies the attached deed of sale in exhibit
8.3 to the present;


1.1.2.   "Agreement"
signifies the present agreement and all exhibits, in each case as they can
be amended or completed from time to time, and the expressions "the presents",
"in the presents", "to the presents" "in pursuance to the presents" by the
presents" and other similar expressions are referred to this agreement; and,
unless contrary indication, references to paragraphs and articles are
references to paragraphs and articles of this agreement.


1.1.3.   "Asset
elements" signifies asset elements described in article 2 of in the
present;


1.1.4.   "Immoveable
property" signifies part of lot 362 in Canton of Stanstead, in the
Stanstead district which is fully described in the Deed of Sale of the immoveable
property, and all other buildings or structures established on the said lot;


1.1.5.   "Inventory"
signifies the granite blocks that are actually found on the property with the
exclusion of the granite blocks sold by the Seller as of March 31, 2009 and
listed on exhibit 8.2.3. of the presents; for the purpose of
establishing an inventory sale price, a list of granite blocks category 1, 11,
and 111 is enclosed to the present;


1.1.6.   "Purchase
price" signifies the purchase price of the asset elements stipulated in
article 3 below subject to the provisions of article 4 of the presents;





  

	
  3

  



  



























1.1.7.   "Title
irregularities" designate, collectively, (i) any irregularities in the
chain of titles of the property;  (ii) any charge, priority, mortgage, security
or any actual rights (except public utility right of way allocated to the
property but does not prevent its utilization or its exploitation), charges
mentioned in paragraph 5.2.1 and rights mentioned in paragraph 5.2.10 if these
are not erased in a stipulated deadline;  (iii) any legislative or statutory
provision federal, provincial, municipal or other, or the rights of a third
party that prevent the Seller to dispose of the property in favor of the Buyer
; and (iv) any relative authorization to the sale of the property required from
a third party or any commission, agency or other governmental group that was
not obtained.



1.2             Titles and clauses


 




Titles and clauses or paragraphs
are inserted to the presents only for reference purposes and cannot be used to
interpreter the content of this agreement.




 




1.3             Type and number




 




The masculine include the
feminine, the singular include the plural and vice versa.




 





1.4             Exhibits


1.5            
The following documents are
enclosed as exhibit to the present agreement:




Exhibit  1.1.5              Inventory


Exhibit  3.1.2              Inventory
sale price


Exhibit  3.3                 Addendum
to the sale agreement of asset elements


Exhibit  5.2.12            Commercial
names


Exhibit  8.1.1.             Supply
agreement


Exhibit  8.2.1              Non-competition
agreement


Exhibit  8.2.3              Granite
blocks belonging to the Seller


Exhibit  8.3                 Deed
of sale of the property




1.6             Renunciation, modification




Only if expressly anticipated in
the present agreement, no modification or renunciation to the present agreement
will bind a party unless it is recorded in writing and signed by the binding
party.  A renunciation to a provision of the present agreement does not
constitute a renunciation to any other provision to the present agreement and
no renunciation to a provision of the present agreement will constitute a
renunciation to bring it up in the future unless of an expressed provision to
this effect.




1.7             Applicable laws




The present agreement is
controlled and interpreted according to Quebec and Canada applicable laws.




2.               PURCHASE AND SALE







  

	
  4

  



  

































      Under reserved provisions of the
present agreement, the Seller sells to the Buyer all moveable and immoveable
properties and all corporate and incorporate rights listed below:  


a)               Immovable property




b)              
All inventory


c)               All rights in all the intellectual property used by the Seller for
the exploitation of the property (except for those under the name "Polycor")
notably the names "Gris de Stanstead", Stanstead Grey", "Stanstead Gray,
"Mistigri" and "Misty Grey"


 


d)               all their rights in all permits, certificates and transferable licenses
necessary to the exploitation of the property notably, certificates given by
the Minister of Environment, if  




                  needed;




e)               all rights in mining rights, mining claims and exploitation leases that
the Seller has with regards to the exploitation of the property.




3.               PURCHASE PRICE





3.1             Purchase price


Under conditions, restrictions, representations,
guaranties, engagements and clauses of the presents, the purchase price to
acquire the asset Elements is an amount equal to the total of the following
amounts:




3.1.1          As for the asset elements other than the inventory, an amount of ONE
MILLION DOLLARS )1 000 000 000 $) distributed as follow:


        a)      ONE
HUNDRED THOUSAND DOLLARS (100 000 $) for the immoveable property


        b)      NINE
HUNDRED THOUSAND DOLLARS (900 000 $) for the exploitation rights of the granite
reserves


        c)      As
for the inventory, the anticipated amount is in exhibit 3.1.2.





3.2           Adjustments





               
School and municipal taxes with
regards to the property and municipal taxes collected in favor of quarry
operators are subject to an adjustment dated as of the present; in the




                eventuality that other adjustments are necessary, they will also be made as of
the present date according to the provisions of the Deed of Sale of the
Property.




 





3.3           No liability intake




 




Under paragraph 4.4.1 and 4.4.2 of
the presents, it is understood between parties that the Buyer does not assume
any liability intake from the Seller, neither debt or obligation,





of any nature it may be, related or not to asset Elements, including, without
restricting the general significance of the above, any loan, accounts payable,
fiscal responsibility for income taxes paid or not, any responsibility deriving
or related directly or indirectly to the exploitation of the Seller's





  

	
  5

  



  


































enterprise on the property including all responsibilities regarding employees,
any environmental responsibility or any other responsibility and the Seller
commits himself, by the following, to compensate the Buyer and to cover any
damages, expenses, costs, finds, condemnation, responsibility or judgment with
regards to all of the above according to article 7 of the presents subject to
provision in exhibit 3.3 of the presents.




4.                 
PURCHASE PRICE TERMS AND CONDITIONS





4.1                Payment terms and conditions


   The purchase price is payable
according to the following methods of payment


4.1.1.      Jointly
at the signature of the presents, the Buyer pays the Seller, as a partial payment
of the Purchase Price, the sum of ONE MILLION TWO HUNDRED NINETEEN THOUSAND SIX
HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND 84 cents (1 219 675.84 $) of which
the Buyer will acknowledge receipt and give full discharge;


4.1.2.      the
balance of the purchase Price, that is ONE HUNDRED THOUSAND (100 000 $) which
will be payable according to the provisions of paragraph 4.5 of the presents,




4.2             Guaranteed deposit


The parties agree to deposit in
favor of Lavery, de Billy, S.E.N.C.R.L. ( the "Consignee") in trust, the
sum of one hundred thousand dollars (100 000 $) (the guaranteed deposit)
will have to be invested as a term deposit in a Canadian chartered bank until
it is handed over according to the presents.  The guaranteed Deposit will be
paid to the Seller when the Deed of sale of the property is published to the
index of the properties without any adverse entries and according to the
clauses of paragraph 4.5 of the presents.




As long as a decision has not been made on the
guaranteed Deposit according to provisions of paragraphs 4.3 and 4.4, the Buyer
cannot exploit the property being understood that the Buyer can exploit the
property after this waiting period and it is also understood that the Seller
cannot assert his rights of usufruct indicated in the supply agreement during
this period during which the Buyer cannot exploit the property according to the
above.




4.3                   Title search


The buyer will have until May 31, 2009 to proceed,
at his own expense, to the examination of the property titles.  In the scope of
the titles' examinations, the following provisions will apply:




4.3.1       
If such an examination does not reveal any title irregularities and
charges referred to in paragraph 5.2.1. and rights referred to in paragraph
5.2.10 were removed within the deadline period and, no later than May 31, 2009
for the usufruct and the first refusal right granted to Tuile Grani-Décor Inc.
published at the public rights office of the district of Stanstead under number
163 847, then the guaranteed Deposit and accrued interest will be handed over
to the Seller statutory under the provisions of paragraph 4.4 of the presents.





  

	
  6

  



  

































4.3.2       
However, if such an examination reveals titles irregularities, including
charges referred to in paragraph 5.2.1.and rights referred to in paragraph
5.2.10 and if they are not removed within the prescribed deadline and, no later
than May 31, 2009 as for the usufruct and the first refusal right granted to
Tuile Grani-Décor Inc. published at the public rights office of the district of
Stanstead under number 163 847, then a portion of the guaranteed Deposit will
be kept by the Consignee until correction of title irregularities are
revealed.  The Seller and the Buyer will reasonably determine the portion of
the guaranteed Deposit that will be kept by the Consignee, according to the nature
of the title irregularities that are left to cross off and reasonable costs to
guarantee the Buyer that the Seller will proceed to their correction according
to paragraph 4.3.3.  However, if the titles Irregularities that are left to
cross off are either the first refusal right granted to Tuile Grani-Décor Inc
and published under number 163 847 or the first refusal right granted to Granit
Bussiere Inc and published under number 146 212, then the entire amount of the
guaranteed Deposit will be kept by the Consignee until the said rights are
rectified to the Buyer's satisfaction.


4.3.3       
In the event that such an examination reveals title irregularities,
including changes referred to in paragraph 5.2.1 and rights referred to in
paragraph 5.2.10 if these were not removed within the prescribed deadline and,
no later than May 31, 2009 for the usufruct and the first refusal right granted
to Tuile Granit-Décor Inc. published at the public rights office of the
district of Stanstead under number 163 847, the Buyer will advise the Seller in
writing and the later is compelled by the following to rectify at his own cost
the alleged title Irregularities to the Buyer's satisfaction and this, within
30 days following the Buyer's notice (or a longer deadline if the title Irregularities
cannot reasonably be corrected within the 30 day deadline as long as the Seller
undertakes the necessary corrections of the title Irregularities in a diligent
manner).  If the Seller cannot, refuses or neglects to correct such title
Irregularities within the time allowed (or any other time frame agreed to
between parties), the Buyer can proceed, at the Seller's cost, to the
correction of the titles and the related costs and expenses incurred by the
Buyer, increased by 100%, will be taken from the portion of the guaranteed
Deposit kept for this purpose.  If the title corrections cannot be done without
the participation of the Seller and the later refuses or neglects to bring his
assistance to the Buyer within the allowed time (or another deadline agreed to
between parties), then the Buyer can keep the portion of the guaranteed Deposit
kept for this purpose and he also will keep all his rights to article 7, if
necessary, and all other rights and recourses allowed by law.




4.4             
Environmental verification


The Buyer will have until
May 31, 2009, to proceed, at his own expense, to the environmental evaluation
of the property.  In the framework of this evaluation, the following provisions
will be applicable:


 


4.4.1    If the environmental evaluation reveals that the property (i) does not
require any corrective measure or (ii) if the total environmental costs
(including environmental reports Phase 1 and 11) and the costs for corrective
measures resulting from the environmental evaluation as evaluated by an
environment expert that carried out the environmental evaluation, are evaluated
to 25 000 $ or less, then these costs will be entirely assumed by the Buyer and
in either cases, the guaranteed Deposit and accrued interests will be handed
over to the Seller under the reserved provisions of paragraph 4.3 of the
presents.


 


 


 





  

	
  7

  



  





















 


4.4.2    If however, the total environmental evaluation costs (including
environmental reports Phase 1 and 11) and costs for corrective measures
resulting in the environmental evaluation as evaluated by an environment expert
that carried out the environmental evaluation are superior to 25 000 $, then
any amount exceeding 25 000 $ will be assumed in equal parts by the parties
(being however understood that the portion the Seller must assumed cannot
exceed in any case 100 000 $) and a portion of the guaranteed Deposit will be
kept by the Consignee until corrective measures are brought.  The portion of
the guaranteed Deposit that will be kept by the Consignee will be equal to the
cost that the Seller will have to assume according to the above.

4.4.3    If corrective measures for more than 25 000 $ are required, then the
Seller and the Buyer will work in conjunction for implementation of the
required work to correct the situation.

 




4.5       Guaranteed Deposit remittance


The parties agree that the
guaranteed Deposit will be treated according to the following provisions:


4.5.1    The Consignee is
authorized to remit the guaranteed Deposit along with accrued interest to the
Seller according to provisions of paragraphs 4.31 and 4.41 of the presents.  The
Buyer will have to advise the Consignee in writing that following the
examination of the titles and the environmental evaluation, the guaranteed
Deposit and accrued interest can be remitted to the Seller.


4.5.2    If, however, the Consignee has to keep a portion of the guaranteed
Deposit according to provisions of paragraphs 4.3.2 or 4.4.2, then the
Consignee is authorized to keep the amount that will be determined according to
provisions of paragraphs 4.3.2 or 4.4.2 and to remit the balance of the
guaranteed Deposit along with accrued interests to the Seller.  The Buyer will
have to advise the Consignee in writing of the amount that he must keep
according to provisions of paragraphs 4.3.2 or 4.4.2.


4.5.3    If, however, the title examination or an applicable legislation of the
property or to the Buyer result that the present sale is null or that the
Buyer's property title is null, then the present sale will be terminated and
the Seller will remit the purchase Price to the Buyer and the Consignee is
authorized to remit the guaranteed Deposit along with accrued interests to the
Buyer.  The Buyer will have to advise the Consignee in writing that the sale is
null or that his title is null and the Consignee is authorized to remit the
guaranteed Deposit and accrued interests to the Buyer.


4.5.4    If the title corrections cannot be done without the Seller's
participation and the later refuses or neglects to bring his assistance as
described in paragraph 4.3, then the Buyer will have to advise the Consignee in
writing and the Consignee is authorized to remit the guaranteed Deposit and
accrued interests to the Buyer.




Any amount deducted from the
guaranteed Deposit according to provisions of paragraphs 4.3 and 4.4 of the
presents will be reduced from the purchase Price.




4.6      Regulations with regards to the guaranteed deposit and to the
consignee




The parties agree that the
guaranteed Deposit and the Consignee are subject to the following:




 




 




 




 





  

	
  8

  



  

































4.6.1   
The Consignee will have to keep the guaranteed Deposit and remit it to
the Seller or to the Buyer, according to the following provisions;











4.6.2   
The Consignee will have to deduct costs and expenses and remit them to
the Buyer as agreed to the presents;











4.6.3    until it is remitted as stated above, the Consignee will have to place
the guaranteed Deposit into a term deposit in a Canadian chartered bank;
proceeds from this guaranteed Deposit in interests and revenues and any renewal
will be part of this guaranteed Deposit;











4.6.4   
except in cases of a severe error or an intentional error, the Consignee
will not be responsible within the present agreement, for any gesture nor for
any measure that he has made, omitted to make or taken, in good faith, nor for
any error without prejudice in facts and in rights.  Without limiting the
above, it is understood that the Consignee will not incur any responsibility
for a gesture, a measure or an omission from his part to act following a
notice, a request, a renunciation, a consent or any other document that was
given to him according to the presents, not only towards the validity of the
signatures that appear and the provisions they hold, but also towards the
veracity and the sufficiency of the information that appear and that the
Consignee believe in good faith to be authentic;











4.6.5    Notwithstanding any disposition to the "Loi relative a l'administration
du bien d'autruit" or to fiduciary obligations, the Seller and the Buyer agree
that the Consignee's obligations are limited to the generality of the above,
the Consignee is not required to subscribe to an insurance, to give any
guarantee or to render an analysis of account at the end of this agreement;











4.6.6    The parties agree, severally and jointly, to indemnify and cover the
Consignee from any claim costs or damages sustained or incurred by the
Consignee in relation with the execution of the mandate provided to the
presents.






5.        
SELLER DECLARATIONS AND GUARANTEES





5.1        Declarations and guarantees for the Seller


             The Seller declares and guarantees the Buyer what
follows and recognizes that the Seller based the purchase of asset elements on
these declarations and guarantees.


5.1.1.   The
Seller has the power to possess asset Elements and he has the power, the
authority and the right to conclude and to execute the present agreement along
with the Deed of sale of the Property and the non-competition agreement without
other formalities than those already completed; the Seller duly signed and
delivered the present agreement along with the Deed of sale of the Property and
the Agreement of non-competition and these agreements establish valid and
obligatory obligations towards the Buyer, enforceable according to their
provisions;


5.1.2.   The
Seller has the power to exploit the Property as he is actually doing and
benefits from this point of view to the acquired rights allowing him to do so;





  

	
  9

  



  

































5.1.3.   the
conclusion of the present agreement, the Deed of sale of the Property and the
non-competition Agreement and actions that imply their executions will not
infringe in any way on the consecutive act and the Seller's agreements,
contracts or laws to which he is bonded to, rulings and judgments to which the
Seller is subjugated to.


5.1.4.   neither
the present agreement, nor the Deed of sale of the property and nor the
non-competition Agreement, nor any actions assuming their executions will
expose the Seller to a loss, a suspension or the termination of either one of
the permits, licenses, authorizations with regards to the property.


5.1.5.   The
Seller is a Canadian resident in terms of the Canadian Income Tax Revenue Law (Canada) and the Income Tax law (Quebec).





5.2       Declarations and guarantees of asset elements


5.2.1.   The
Seller has a clear title, good and valid on asset Elements, these are free and
clear of any charge, priority, mortgage, safety or of any known rights,
published or not, except constraints or other charges that may affect the
property but does not prevent its use or exploitation and except


(i)         a suspensive usufruct right ending April 23, 2017, in favor of Tuiles
Granit-Décor Inc. incorporated under terms of an agreement published at the
public rights office of the district of Stanstead on October 9, 1990, under
number 163 847 and that the Seller is committed to have it removed at his own
cost following the date of the presents;


(ii)         a suspensive usufruct right in favor of Granit Bussiere Inc., in order
to assure them a supply of granite and this, for a period of (30) years
starting April 24, 1987, incorporated under an agreement published at the
public rights office of the district of Stanstead on May 14, 1987 under number
146 212 and the Seller is committed to have it removed at his own expense
within a deadline of thirty (30) days of the presents;


(iii)       a mortgage act agreed to by Polycor Inc., Carrieres Polycor Inc., Dumas
and Voyer Inc., Granilac nc., La Compagnie Novostone Inc., Bordures Polycor
Inc./Polycor Granit Curbs Inc., Polycor Granite Bussiere Inc., Tuiles Polycor
Inc./Polycor Tiles Inc. and Tranches Polycor Inc./Polycor Slabs Inc. in favor
of Trust National Bank Inc. published in Stanstead on June 1st, 2007
under number 14 286 067 which will be removed from the property at the Seller's
expense jointly at the publication of the Deed of sale of the property;




5.2.2.   all
taxes and contributions, either general or special, school or municipal and all
other taxes allocated to the property have been paid, for the payment of
municipal taxes until December 31st, 2009 and up to June 30th,
2009 for school taxes and all transferred rights have been released, all
without consolidation or subrogation in favor of a third party.




5.2.3.   the
use of the property is in accordance to all important aspects, all laws, rules
and standards (as at the federal, provincial levels, municipal or other),
including without limiting the above, those concerning the environment (with
the exception of what will be uncovered by the environmental inspection
provided under the terms of the presents ("the environmental inspection")
and the zoning and is in accordance to all legislative and statutory provisions
applicable;




 







  

	
  10

  



  






























5.2.4.   the
property has been removed from the agricultural zoning in accordance with
decision number 311427 rendered by the agricultural territory protection
Commission on February 21, 2000;











 











5.2.5.   the
use of the property does not constitute a violation or a default towards an
agreement or an important contract in relation with the property (including any
lease, offer, promise or lease contract, any insurance policy or other contract),
nor with regards to any judgment, decision, ruling, demand or decree from a
tribunal or an arbitrator or agency, an office, an administration, commission,
ministry or any other public authority;











 











5.2.6.   at
the date of the presents it does not exist any claim, expropriation, judiciary
procedures or other, with regards to the property or to its operation, except
for what is revealed in writing to the Buyer and accepted in writing by the
later and the Seller has complied fully to any notice received from the Seller
or any previous owners, concerning the non compliance of the property, its use,
or otherwise, issued by every authority with jurisdiction in relation with any
law, any rulings or any legislative provisions and, furthermore, the Seller has
not received such a notice to which he has not complied to, except, as revealed
in writing by the Buyer and accepted in writing by the later;











 











5.2.7.   there
is no construction or renovation done on the property within the previous
thirty five (35) days of the present agreement which could be grounds for a
claim precedent against the property;











 











5.2.8.   buildings
and other structures situated on the property are in accordance with all laws
and all municipal regulations as well with all other regulations (with the
exception of what will be revealed by the environmental inspection) and there
are no restrictive agreement, no municipal regulation or other law or
regulation that, in some way, restraint or forbid the use of the property, its
buildings or its structures as they are presently used;











 











5.2.9.   there
is no lawsuit, pursuit, pleas or apprehended pursuit nor there are no lawsuit
threats, pursuit or procedures implicating asset Elements before a tribunal,
commission, agency or other governmental group;











 











5.2.10. the asset Elements are not
the object of any sale agreement, first refusal right, option and it does not
exist any right susceptible to become a contract for the acquisition of asset
Elements except (i) a first refusal right in favor of Garnit Bussiere Inc
towards which the Seller is committed to obtain a renunciation and to have it
removed at his own expense within a deadline of thirty (30) days from the
presents and (ii) a first refusal right for the acquisition of the property in
favor of Tuile Granit-Décor Inc towards which the Seller is committed to obtain
a renunciation and to have it removed at his own expense within  a reasonable
deadline following the date of the presents;











 











5.2.11.  the Seller does not have any
information nor enquiries in relation with the asset Elements that, if they
were known by the Buyer, may reasonably discourage him to complete the expected
transaction to the presents at the price and conditions described to the
presents;











 











5.2.12.  the list and commercial
names used in relation with the asset Elements is enclosed under exhibit
5.2.12.




5.3          Compliance
with environmental relative laws





  

	
  11

  



  





















 




























5.3.1.   the
Seller does not violate nor has he violated laws, regulations, policies,
directives, directive lines, rulings nor decrees from the federal, provincial,
municipal or local governments in view of environmental questions (with the
exception of what will be revealed by the environmental inspection)
(collectively named "Laws relative to the environment").











5.3.2.   the
Seller removed from the property all contaminants and sources of contaminants
that may or can have a contravene effect to Laws relative to the environment
(with the exception of what will be revealed by the environmental inspection)











5.3.3.   there
is no underground or above ground reservoir on or under the property except
those referred to in paragraph 8.2.4 of the presents;











5.3.4.   no
decree, no corrective notice or infraction nor any other request was given
under relative environmental Laws with regards to the property;











5.3.5.   the
Seller did not omit to declare to appropriate governmental authorities any
event that he should declare in pursuance with Laws relative to the environment
and the Seller has supplied the Buyer with exact and complete copies of all
related reports and correspondence. 




5.4       Survival of
declarations and guarantee;


The contents of
declarations and guarantees of the Seller in the present agreement and in all
documents supplied in pursuance to the present agreement or referred to will
follow at the date of the present agreement for a duration of three years
following the date of the presents;




6.          BUYER DECLARATIONS AND GUARANTEES


6.1        Declarations and guarantees




The Buyer declares and
guarantees to the seller as follow:




6.1.1.   under
reserved applicability of the Law on Acquisition of agricultural land by
non residents, the Buyer has the power and the capacity to conclude and
complete his obligations in pursuance of the present agreement and all other
agreements, all contracts and all other documents that the Buyer signs or
delivers in pursuance of the present agreement.  The Buyer has duly singed and
delivered such agreements, contracts and documents and they establish valid and
obligatory obligations towards the Seller, enforceable according to these
provisions;




6.1.2.   the
conclusion of the present agreement along with the Deed of sale of the property
and all acts that imply their execution will not infringe on the constitutive
act and regulations of the Seller, contracts to which he is bounded to or laws,
rulings and judgments to which the Seller is subjugated




6.1.3.   the
Buyer is a Canadian resident in terms of the Canadian Income Tax Revenue Law (Canada) and the Income Tax law (Quebec);




6.2       Survival of
declarations and guarantees


The contents of
declarations and guarantees of the Buyer in the present agreement and in all
documents supplied in pursuance to the present agreement or referred to will
follow at the date of the present agreement for a duration of three years
following the date of the presents;


 


 





  

	
  12

  



  



































7.         COMPENSATION




Under reserve of provisions
in paragraph 5.4 of the presents, the Buyer will have to keep the Seller
indemnified and covered against any damage, loss, commitment, responsibility,
claim, charge, mistrust, cost and expense (including fees and disbursements,
judicial and extra-judicial, lawyers and all other costs and expenses
attributable to any legal action, inquiry action, claim or procedure) that the
Buyer may have sustained, supported, incurred or may have to pay following a
violation or an inaccuracy of representations, guarantees, stipulations,
agreement or engagements of the Seller in pursuance of the presents;  without
limiting the above, the Seller agrees to keep the Buyer indemnified against any
recourse from Granit Bussiere Inc. and Tuiles Granit-Décor Inc. and this with
regards to their first refusal right and the usufruct referred to in paragraphs
5.2.1 and 5.2.10 of the presents.  If there should be an amount claimed to the
Buyer that should be kept indemnified by the Seller according to the terms of
this agreement, except those specifically assumed by the Buyer in pursuance of
the presents, the Buyer will advise the Seller of this claim and the Seller
will have to assist the Buyer with a contestation of such a claim.  If the
Buyer has to pay an amount whatsoever following a claim contested or not, the
Seller be will indebted towards the Buyer for an equal amount paid in capital,
interests, penalties, costs and accessories along with costs incurred by the
Buyer (including fees and disbursements, judiciary and extra judiciary,
reasonable of his lawyer) concerning such a claim.




Any amount payable
according to the present compensation obligation cannot in any way exceed the
amount equivalent to the purchase Price.




8.         COMMITMENTS BETWEEN PARITES




Buyer's commitments




The Buyer is committing the
following toward the Seller:




8.1.1.      to
sign, jointly to the presents, a supply agreement according to the example
enclosed and titled exhibit 8.1.1.;




8.1.2.      Stanstead
Grey blocks of a net dimension of 12-0 x 6-0 x 6-0 (82 blocks are presently
foreseen) will be supplied by the Buyer to the Seller for the "Franklin D.
Roosevelt" project at a price of 20 $ per cubic foot in a period of four months
following the order if the order is in the hands of the Buyer during the months
of April to August, otherwise, delivery will be six months;




8.1.3.      to
pay, in relation with the property, all outstanding property taxes, including
the tax ratio for the current year, starting from the date of the presents, as
for the municipal tax perceived in favor of quarry operators, the Seller will
have to reimburse the Buyer his portion of this tax as soon as the Buyer will
give the Seller the May 31, 2009 statement prepared by the Municipality of
Ogden.




8.2       Seller's commitments




The Seller is committing
the following toward the Buyer


8.2.1.    to
sign, jointly to the presents, a non-competition agreement in favor of the
Buyer according to the example enclosed titled exhibit 5.2.12;


 





  

	
  13

  



  

































8.2.2.   at
the request of the Buyer, to sign necessary documents to transfer to the Buyer
all commercial names used in relation with the asset Elements from the enclosed
list titled exhibit 5.2.12;


8.2.3.   to
proceed, at his own cost, no later than three (3) months from the presents, at
the removal of equipments and granite blocks that belong to the Seller and that
were sold by him as of March 31, 2009 which are on the enclosed list under the
title exhibit 8.2.3 and if failing to do so, they will become the
property of the Buyer at the expiring deadline of three (3) months without
compensation;


8.2.4.   to
proceed, at his own cost, no later than six (6) days from the presents, to the
removal of the trailer and of the three (3) above ground reservoirs situated on
the Property; the Seller can temporary store them on the Buyer's land in Ogden
(the reservoirs must be previously emptied) but will have to remove them from
the Buyer's land in Ogden by June 15, 2009 the latest;


8.2.5.   to
obtain the renunciation or respective waivers from Granit Bussiere Inc and
Tuiles Granit-Décor Inc., their first refusal rights referred to in paragraph
5.2.10 of the presents and their usufruct rights mentioned in paragraph 5.2.1
(i) and (ii) of the presents and to be entirely published in the land registry
of the district of Stanstead in a limited time;


8.2.6.   to
do, sign, hand over or see that all other acts, documents and things that the
Buyer may require from time to time in order to bring this present agreement
into effect are done, signed, handed over and the Buyer is agreeing to fully
cooperate with the Seller in the framework of the examination of the property
titles or if the Buyer has to demonstrate his acquired rights in connection
with the Property in front of a tribunal, commission, agency or other
governmental group, and to take all necessary measures to fully implement the
understandings of the present agreement.




8.3        Party's commitments


The parties commit between
one and the other to sign, jointly to the presents, a deed of sale of the
Property in favor of the Buyer for publication in the land registry of the
district of Stanstead according to the enclosed example titled exhibit 8.3.  
The present agreement and the Deed of sale of the Property are a unified entity
and all provisions of the presents, including the compensation obligation,
benefit the Buyer to the terms of the Deed of sale of the Property and are
integrated in return.   If the Buyer obtains a certificate of localization
related to the property and it describes a more updated technical description
of the property, then the parties agree to sign an agreement in which the
updated technical description will be corrected in the Deed of sale of the
Property.




8.4       Follow up of commitments




The parties' commitments
contained in the present agreement and in all remitted documents pursuant or
aimed to the presents will follow the date of the present agreement.




9.         NOTICE




9.1       Notice




           
Any notices, documents or
other communications to be given to the terms of the presents will have to be
in writing and will be sufficient if personally delivered, sent by registered
mail or faxed (with the understanding that in case of disruption in the postal
service, such a notice, document of other communication will have to be
delivered or notified personally or by fax), to the following addresses:





  

	
  14

  



  

































 




9.1.1    For the Seller:


            138, rue Saint Pierre


            Quebec, QC.   G1K 3V9




                        Fax: 
(418) 692-0981


                        To
the attention of Mr. Irenee Bouchard, president and chief of the board of directors




 




9.1.2.   For
the Buyer:


4 rue Rock of Ages


Stanstead, QC.  J0B 3E2




Fax: 
(819) 876-2234




To
the attention of Mr. Gabriel Ouellet, Director
of Finances and Operations




Each party to the present
will have the right to specify a different address than the above by advising
the other party in an appropriate manner.




9.2        Receipt of notice date




Any notice, documents or
other communications, if sent by fax, will be deemed to have been received on
the following business day it was sent, if sent by registered mail, the 3rd
day following the mailing date and, if delivered or notified personally, the
day of the delivery or notification.






10.       GENERAL DISPOSITIONS




10.1     Costs and fees




Each party will pay the
fees of their advisors with regards to the presents and their related
transaction along with their execution.




10.2     Deadline




All anticipated deadlines
to the present are compulsory and can only be prolonged by the written consent
of the party that will benefit from this delay or by the Seller and the Buyer
if the delay is to their advantage.




 




 




 




 




 




 




 







  

	
  15

  



  





















































WHEREOF, Carrieres
Polycor Inc has signed the present agreement in Montreal this 17th
day of April 2009.




            




 CARRIERES
POLYCOR INC




 




Per:      Charles Belzil,
vice president of the board of directors


            and chief
financial director




 




WHEREOF, Rock of Ages
Canada Inc, has signed the present agreement in Montreal this 17th
day of April 2009




            




 ROCK OF AGES
CANADA INC




 




Per:      Gabriel Ouellet, director of finance and operations   




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




 




            





  

	
  16