ex10-1.htm


    
      SHARE EXCHANGE
AGREEMENT

       

       

      THIS AGREEMENT is
made effective as of the 21st day of
July, 2009

       

      AMONG:

       

      LABURNUM VENTURES INC., a
Nevada corporation, of 404 – 1155 Mainland Street, Vancouver, British Columbia,
V6J 5P2

       

      (“Pubco”)

       

      AND:

       

      AGR STONE & TOOLS USA,
INC., a
Texas corporation, of 11526 F.M. 2854 Road, Conroe,
TX 77304

       

      (“Priveco”)

       

      AND:

       

      THE
UNDERSIGNED SHAREHOLDERS OF PRIVECO AS LISTED ON SCHEDULE 1 ATTACHED
HERETO

       

      (the “Selling Shareholders”)

       

      WHEREAS:

       

      A. The Selling
Shareholders are the registered and beneficial owners of all 46,186,516 issued
and outstanding common shares in the capital of Priveco;

       

      B. Pubco has agreed to
issue 46,186,516 common shares in the capital of Pubco as of the Closing Date,
as defined herein, to the Selling Shareholders as consideration for the purchase
by Pubco of all of the issued and outstanding common shares of Priveco held by
the Selling Shareholders; and

       

      C. Upon the terms and
subject to the conditions set forth in this Agreement, the Selling Shareholders
have agreed to sell all of the issued and outstanding common shares of Priveco
held by the Selling Shareholders to Pubco in exchange for common shares of
Pubco.

       

      THEREFORE, in
consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties covenant and agree as follows:

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

       

      
        1.  DEFINITIONS

      

       

      1.1 Definitions.  The
following terms have the following meanings, unless the context indicates
otherwise:

       

      
        	
                (a)  

              	
                “Agreement” shall mean
      this Agreement, and all the exhibits, schedules and other documents
      attached to or referred to in this Agreement, and all amendments and
      supplements, if any, to this
Agreement;

              


      

       

      
        	
                (b)  

              	
                “Closing” shall mean the
      completion of the Transaction, in accordance with Section 7 hereof, at
      which the Closing Documents shall be exchanged by the parties, except for
      those documents or other items specifically required to be exchanged at a
      later time;

              


      

       

      
        	
                (c)  

              	
                “Closing Date” shall mean
      a date mutually agreed upon by the parties hereto in writing and in
      accordance with Section 10.6 following the satisfaction or waiver by Pubco
      and Priveco of the conditions precedent set out in Sections 5.1 and 5.2
      respectively, provided that such date shall be no later than six (6) weeks
      after delivery of the Priveco Financial Statements to be delivered under
      Section 5.1(h) hereof;

              


      

       

      
        	
                (d)  

              	
                “Closing Documents” shall
      mean the papers, instruments and documents required to be executed and
      delivered at the Closing pursuant to this
  Agreement;

              


      

       

      
        	
                (e)  

              	
                “Exchange Act” shall mean
      the United States Securities Exchange Act of 1934, as
    amended;

              


      

       

      
        	
                (f)  

              	
                “GAAP” shall mean United
      States generally accepted accounting principles applied in a manner
      consistent with prior periods;

              


      

       

      
        	
                (g)  

              	
                “Liabilities” shall
      include any direct or indirect indebtedness, guaranty, endorsement, claim,
      loss, damage, deficiency, cost, expense, obligation or responsibility,
      fixed or unfixed, known or unknown, asserted choate or inchoate,
      liquidated or unliquidated, secured or
  unsecured;

              


      

       

      
        	
                (h)  

              	
                “Priveco Shares” shall
      mean the 46,186,516 common shares of Priveco held by the Selling
      Shareholders, being all of the issued and outstanding common shares of
      Priveco beneficially held, either directly or indirectly, by the Selling
      Shareholders;

              


      

       

      
        	
                (i)  

              	
                “Pubco Shares” shall mean
      the 46,186,516 fully paid and non-assessable common shares of Pubco, to be
      issued to the Selling Shareholders by Pubco on the Closing
      Date;

              


      

       

      
        	
                (j)  

              	
                “SEC” shall mean the
      Securities and Exchange Commission;

              


      

       

      
        	
                (k)  

              	
                “Securities Act” shall
      mean the United States Securities Act of 1933, as
  amended;

              


      

       

      
        	
                (l)  

              	
                “Taxes” shall include
      international, federal, state, provincial and local income taxes, capital
      gains tax, value-added taxes, franchise, personal property and real
      property taxes, levies, assessments, tariffs, duties (including any
      customs duty), business license or other fees, sales, use and any other
      taxes relating to the assets of the designated party or the business of
      the designated party for all periods up to and including the Closing Date,
      together with any related charge or amount, including interest, fines,
      penalties and additions to tax, if any, arising out of tax assessments;
      and

              


      

       

      
        	
                (m)  

              	
                “Transaction” shall mean
      the purchase of the Priveco Shares by Pubco from the Selling Shareholders
      in consideration for the issuance of the Pubco
  Shares.

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      1.2 Schedules.  The
following schedules are attached to and form part of this
Agreement:

       

      
        	
                Schedule
      1

              	
                –

              	
                Selling
      Shareholders

              
	
                Schedule
      2A

              	
                –

              	
                Certificate
      of Non-U.S. Shareholder

              
	
                Schedule
      2B

              	
                –

              	
                Certificate
      of U.S Shareholder

              
	
                Schedule
      3

              	
                –

              	
                National
      Instrument 45-106 Investor Questionnaire

              
	
                Schedule
      4

              	
                –

              	
                Directors and
      Officers of Priveco

              
	
                Schedule
      5

              	
                –

              	
                Directors and
      Officers of Pubco

              
	
                Schedule
      6

              	
                –

              	
                Priveco
      Intellectual Property

              


      

       

      1.3 Currency.  All
references to currency referred to in this Agreement are in United States
Dollars (US$), unless expressly stated otherwise.

       

      
        2.  THE OFFER, PURCHASE AND SALE
OF SHARES

      

       

      2.1 Offer, Purchase and Sale of
Shares.  Subject to the terms and conditions of this Agreement,
the Selling Shareholders hereby covenant and agree to sell, assign and transfer
to Pubco, and Pubco hereby covenants and agrees to purchase from the Selling
Shareholders all of the Priveco Shares held by the Selling
Shareholders.

       

      2.2 Consideration.  As
consideration for the sale of the Priveco Shares by the Selling Shareholders to
Pubco, Pubco shall allot and issue the Pubco Shares to the Selling Shareholders
in the amount set out opposite each Selling Shareholder’s name in Schedule 1 on
the basis of one Pubco Share for each Priveco Share held by each Selling
Shareholder.  The Selling Shareholders acknowledge and agree that the
Pubco Shares are being issued pursuant to an exemption from the prospectus and
registration requirements of the Securities Act.  As required by
applicable securities law, the Selling Shareholders agree to abide by all
applicable resale restrictions and hold periods imposed by all applicable
securities legislation.  All certificates representing the Pubco
Shares issued on Closing will be endorsed with one of the following legend
pursuant to the Securities Act in order to reflect the fact that the Pubco
Shares will be issued to the Selling Shareholders pursuant to an exemption from
the registration requirements of the Securities Act:

       

      For Selling
Shareholders not resident in the United States:

       

      “THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO
IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

       

      NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.”

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      For Selling
Shareholders resident in the United States:

       

      “NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.”

       

      2.3 Share Exchange
Procedure.  Each Selling Shareholder may exchange his, her or
its certificate representing the Priveco Shares by delivering such certificate
to Pubco 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, and, if applicable, with all stock transfer and any other required
documentary stamps affixed thereto and with appropriate instructions to allow
the transfer agent to issue certificates for the Pubco Shares to the holder
thereof, together with:

       

      
        	
                (a)  

              	
                if the
      Selling Shareholder is not resident in the United States, a Certificate of
      Non-U.S. Shareholder (the “Certificate of Non-US
      Shareholder”), a copy of which is set out in Schedule
      2A;

              


      

       

      
        	
                (b)  

              	
                if the
      Selling Shareholder is resident in the United States, a Certificate of
      U.S. Shareholder (the “Certificate of US
      Shareholder”), a copy of which is set out in Schedule 2B;
      and

              


      

       

      
        	
                (c)  

              	
                a National
      Instrument 45-106 Investor Questionnaire (the “Questionnaire”), a copy
      of which is set out in Schedule 3.

              


      

       

      2.4 Fractional
Shares.  Notwithstanding any other provision of this Agreement,
no certificate for fractional shares of the Pubco Shares will be issued in the
Transaction.  In lieu of any such fractional shares, if any of the
Selling Shareholders would otherwise be entitled to receive a fraction of a
share of the Pubco Shares upon surrender of certificates representing the
Priveco Shares for exchange pursuant to this Agreement, the Selling Shareholders
will be entitled to have such fraction rounded up to the nearest whole number of
Pubco Shares and will receive from Pubco a stock certificate representing
same.

       

      2.5 Closing
Date.  The Closing will take place, subject to the terms and
conditions of this Agreement, on the Closing Date.

       

      2.6 Restricted
Shares.  The Selling Shareholders acknowledge that the Pubco
Shares issued pursuant to the terms and conditions set forth in this Agreement
will have such hold periods as are required under applicable securities laws and
as a result may not be sold, transferred or otherwise disposed, except pursuant
to an effective registration statement under the Securities Act, or pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in each case only in accordance with all
applicable securities laws.

       

      2.7 Exemptions.  The
Selling Shareholders acknowledge that Pubco has advised such Selling
Shareholders that Pubco is relying upon the representations and warranties of
the Selling Shareholders set out in the Questionnaires to issue the Pubco Shares
under an exemption from the prospectus and registration requirements of the
Securities Act (British Columbia) (the “British Columbia Securities
Act”) and, as a consequence, certain protections, rights and remedies
provided by the British Columbia Securities Act, including statutory rights of
rescission or damages, will not be available to the Selling
Shareholders.

       

      2.8 Canadian Resale
Restrictions.  The Selling Shareholders acknowledge that resale
of any of the Pubco Shares by the Selling Shareholders resident in Canada is
restricted except pursuant to an exemption from applicable securities
legislation.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        3.  REPRESENTATIONS AND
WARRANTIES OF PRIVECO

      

       

      As of the Closing,
Priveco and the Selling Shareholders, jointly and severally, represent and
warrant to Pubco, and acknowledge that Pubco is relying upon such
representations and warranties, in connection with the execution, delivery and
performance of this Agreement, notwithstanding any investigation made by or on
behalf of Pubco, as follows:

       

      3.1 Organization and Good
Standing.  Priveco is a corporation duly organized, validly
existing and in good standing under the laws of the State of Texas and has the
requisite corporate power and authority to own, lease and to carry on its
business as now being conducted.  Priveco is duly qualified to do
business and is in good standing as a foreign corporation in each of the
jurisdictions in which Priveco owns property, leases property, does business, or
is otherwise required to do so, where the failure to be so qualified would have
a material adverse effect on the business of Priveco taken as a
whole.

       

      3.2 Authority.  Priveco
has all requisite corporate power and authority to execute and deliver this
Agreement and any other document contemplated by this Agreement (collectively,
the “Priveco Documents”)
to be signed by Priveco and to perform its obligations hereunder and to
consummate the transactions contemplated hereby.  The execution and
delivery of each of the Priveco Documents by Priveco and the consummation of the
transactions contemplated hereby have been duly authorized by Priveco’s board of
directors.  No other corporate or shareholder proceedings on the part
of Priveco is necessary to authorize such documents or to consummate the
transactions contemplated hereby.  This Agreement has been, and the
other Priveco Documents when executed and delivered by Priveco as contemplated
by this Agreement will be, duly executed and delivered by Priveco and this
Agreement is, and the other Priveco Documents when executed and delivered by
Priveco as contemplated hereby will be, valid and binding obligations of Priveco
enforceable in accordance with their respective terms except:

       

      
        	
                (a)  

              	
                as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

              


      

       

      
        	
                (b)  

              	
                as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies;
and

              


      

       

      
        	
                (c)  

              	
                as limited by
      public policy.

              


      

       

      3.3 Capitalization of
Priveco.  The entire authorized capital stock and other equity
securities of Priveco consists of 100,000,000 common
shares (the “Priveco Common
Stock”).  As of the date of this Agreement, there are 46,186,516 shares of
Priveco Common Stock issued and outstanding.  All of the issued and
outstanding shares of Priveco Common Stock have been duly authorized, are
validly issued, were not issued in violation of any pre-emptive rights and are
fully paid and non-assessable, are not subject to pre-emptive rights and were
issued in full compliance with the laws of the State of Nevada and its
Constitution and Articles of Association.  There are no outstanding
options, warrants, subscriptions, conversion rights, or other rights,
agreements, or commitments obligating Priveco to issue any additional common
shares of Priveco Common Stock, or any other securities convertible into,
exchangeable for, or evidencing the right to subscribe for or acquire from
Priveco any common shares of Priveco Common Stock.  There are no
agreements purporting to restrict the transfer of the Priveco Common Stock, no
voting agreements, shareholders’ agreements, voting trusts, or other
arrangements restricting or affecting the voting of the Priveco Common
Stock.

       

      3.4 Shareholders of Priveco
Common Stock.  As of the Closing Date, Schedule 1 contains a
true and complete list of the holders of all issued and outstanding shares of
the Priveco Common Stock including each holder’s name, address and number of
Priveco Shares held.

       

      3.5 Directors and Officers of
Priveco.  The duly elected or appointed directors and the duly
appointed officers of Priveco are as set out in Schedule 4.

       

      3.6 Corporate Records of
Priveco.  The corporate records of Priveco, as required to be
maintained by it pursuant to all applicable laws, are accurate, complete and
current in all material respects, and the minute book of Priveco is, in all
material respects, correct and contains all records required by all applicable
laws, as applicable, in regards to all proceedings, consents, actions and
meetings of the shareholders and the board of directors of Priveco.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      3.7 Non-Contravention.  Neither
the execution, delivery and performance of this Agreement, nor the consummation
of the Transaction, will:

       

      
        	
                (a)  

              	
                conflict
      with, result in a violation of, cause a default under (with or without
      notice, lapse of time or both) or give rise to a right of termination,
      amendment, cancellation or acceleration of any obligation contained in or
      the loss of any material benefit under, or result in the creation of any
      lien, security interest, charge or encumbrance upon any of the material
      properties or assets of Priveco or any of its subsidiaries under any term,
      condition or provision of any loan or credit agreement, note, debenture,
      bond, mortgage, indenture, lease or other agreement, instrument, permit,
      license, judgment, order, decree, statute, law, ordinance, rule or
      regulation applicable to Priveco or any of its subsidiaries, or any of
      their respective material property or
assets;

              


      

       

      
        	
                (b)  

              	
                violate any
      provision of the Constitution, Articles of Association or any other
      constating documents of Priveco, any of its subsidiaries or any applicable
      laws; or

              


      

       

      
        	
                (c)  

              	
                violate any
      order, writ, injunction, decree, statute, rule, or regulation of any court
      or governmental or regulatory authority applicable to Priveco, any of its
      subsidiaries or any of their respective material property or
      assets.

              


      

       

      3.8 Actions and
Proceedings.  To the best knowledge of Priveco, there is no
basis for and there is no action, suit, judgment, claim, demand or proceeding
outstanding or pending, or threatened against or affecting Priveco or which
involves any of the business, or the properties or assets of Priveco that, if
adversely resolved or determined, would have a material adverse effect on the
business, operations, assets, properties, prospects, or conditions of Priveco
taken as a whole (a “Priveco
Material Adverse Effect”).  There is no reasonable basis for
any claim or action that, based upon the likelihood of its being asserted and
its success if asserted, would have such a Priveco Material Adverse
Effect.

       

      3.9 Compliance.

       

      
        	
                (a)  

              	
                To the best
      knowledge of Priveco, Priveco is in compliance with, is not in default or
      violation in any material respect under, and has not been charged with or
      received any notice at any time of any material violation of any statute,
      law, ordinance, regulation, rule, decree or other applicable regulation to
      the business or operations of
Priveco;

              


      

       

      
        	
                (b)  

              	
                To the best
      knowledge of Priveco, Priveco is not subject to any judgment, order or
      decree entered in any lawsuit or proceeding applicable to its business and
      operations that would constitute a Priveco Material Adverse
      Effect;

              


      

       

      
        	
                (c)  

              	
                Priveco has
      duly filed all reports and returns required to be filed by it with
      governmental authorities and has obtained all governmental permits and
      other governmental consents, except as may be required after the execution
      of this Agreement.  All of such permits and consents are in full
      force and effect, and no proceedings for the suspension or cancellation of
      any of them, and no investigation relating to any of them, is pending or
      to the best knowledge of Priveco, threatened, and none of them will be
      adversely affected by the consummation of the Transaction;
    and

              


      

       

      
        	
                (d)  

              	
                Priveco has
      operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its
      business.  Priveco has not received any notice of any violation
      thereof, nor is Priveco aware of any valid basis
  therefore.

              


      

       

      3.10 Filings, Consents and
Approvals.  No filing or registration with, no notice to and no
permit, authorization, consent, or approval of any public or governmental body
or authority or other personor entityis necessary for the consummation by
Priveco of the Transaction contemplated by this Agreement or to enable Pubco to
continue to conduct Priveco’s business after the Closing Date in a manner which
is consistent with that in which the business is presently
conducted.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      3.11 Financial
Representations.  The audited balance sheets for Priveco for
its last two fiscal years plus any unaudited balance sheets for Priveco for any
interim period ended no later than 35 days before the Closing Date (the “Priveco Accounting Date”),
together with related statements of income, cash flows, and changes in
shareholder’s equity for such fiscal years and interim period then ended
(collectively, the “Priveco
Financial Statements”) to be supplied on or before the Closing
Date:

       

      
        	
                (a)  

              	
                are in
      accordance with the books and records of
  Priveco;

              


      

       

      
        	
                (b)  

              	
                present
      fairly the financial condition of Priveco as of the respective dates
      indicated and the results of operations for such periods;
    and

              


      

       

      
        	
                (c)  

              	
                have been
      prepared in accordance
with  GAAP.

              


      

       

      Priveco has not
received any advice or notification from its independent certified public
accountants that Priveco has used any improper accounting practice that would
have the effect of not reflecting or incorrectly reflecting in the Priveco
Financial Statements or the books and records of Priveco, any properties,
assets, Liabilities, revenues, or expenses.  The books, records, and
accounts of Priveco accurately and fairly reflect, in reasonable detail, the
assets, and Liabilities of Priveco.  Priveco has not engaged in any
transaction, maintained any bank account, or used any funds of Priveco, except
for transactions, bank accounts, and funds which have been and are reflected in
the normally maintained books and records of Priveco.

       

      3.12 Absence of Undisclosed
Liabilities.  Priveco does not have any material Liabilities or
obligations either direct or indirect, matured or unmatured, absolute,
contingent or otherwise that exceed $5,000, which:

       

      
        	
                (a)  

              	
                are not set
      forth in the Priveco Financial Statements or have not heretofore been paid
      or discharged;

              


      

       

      
        	
                (b)  

              	
                did not arise
      in the regular and ordinary course of business under any agreement,
      contract, commitment, lease or plan specifically disclosed in writing to
      Pubco; or

              


      

       

      
        	
                (c)  

              	
                have not been
      incurred in amounts and pursuant to practices consistent with past
      business practice, in or as a result of the regular and ordinary course of
      its business since the date of the last Priveco Financial
      Statements

              


      

       

      3.13 Tax
Matters.

       

      
        	
                (a)  

              	
                As of the
      date hereof:

              


      

       

      
        	
                (i)  

              	
                Priveco has
      timely filed all tax returns in connection with any Taxes which are
      required to be filed on or prior to the date hereof, taking into account
      any extensions of the filing deadlines which have been validly granted to
      Priveco, and

              


      

       

      
        	
                (ii)  

              	
                all such
      returns are true and correct in all material
  respects;

              


      

       

      
        	
                (b)  

              	
                Priveco has
      paid all Taxes that have become or are due with respect to any period
      ended on or prior to the date hereof, and has established an adequate
      reserve therefore on its balance sheets for those Taxes not yet due and
      payable, except for any Taxes the non-payment of which will not have a
      Priveco Material Adverse Effect;

              


      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
        	
                (c)  

              	
                Priveco is
      not presently under or has not received notice of, any contemplated
      investigation or audit by regulatory or governmental agency of body or any
      foreign or state taxing authority concerning any fiscal year or period
      ended prior to the date hereof;

              


      

       

      
        	
                (d)  

              	
                all Taxes
      required to be withheld on or prior to the date hereof from employees for
      income Taxes, social security Taxes, unemployment Taxes and other similar
      withholding Taxes have been properly withheld and, if required on or prior
      to the date hereof, have been deposited with the appropriate governmental
      agency; and

              


      

       

      
        	
                (e)  

              	
                to the best
      knowledge of Priveco, the Priveco Financial Statements contain full
      provision for all Taxes including any deferred Taxes that may be assessed
      to Priveco for the accounting period ended on the Priveco Accounting Date
      or for any prior period in respect of any transaction, event or omission
      occurring, or any profit earned, on or prior to the Priveco Accounting
      Date or for any profit earned by Priveco on or prior to the Priveco
      Accounting Date or for which Priveco is accountable up to such date and
      all contingent Liabilities for Taxes have been provided for or disclosed
      in the Priveco Financial
Statements.

              


      

       

      3.14 Absence of
Changes.  Since the Priveco Accounting Date, Priveco has
not:

       

      
        	
                (a)  

              	
                incurred any
      Liabilities, other than Liabilities incurred in the ordinary course of
      business consistent with past practice, or discharged or satisfied any
      lien or encumbrance, or paid any Liabilities, other than in the ordinary
      course of business consistent with past practice, or failed to pay or
      discharge when due any Liabilities of which the failure to pay or
      discharge has caused or will cause any material damage or risk of material
      loss to it or any of its assets or
properties;

              


      

       

      
        	
                (b)  

              	
                sold,
      encumbered, assigned or transferred any material fixed assets or
      properties except for ordinary course business transactions consistent
      with past practice;

              


      

       

      
        	
                (c)  

              	
                created,
      incurred, assumed or guaranteed any indebtedness for money borrowed, or
      mortgaged, pledged or subjected any of the material assets or properties
      of Priveco or its subsidiaries to any mortgage, lien, pledge, security
      interest, conditional sales contract or other encumbrance of any nature
      whatsoever;

              


      

       

      
        	
                (d)  

              	
                made or
      suffered any amendment or termination of any material agreement, contract,
      commitment, lease or plan to which it is a party or by which it is bound,
      or cancelled, modified or waived any substantial debts or claims held by
      it or waived any rights of substantial value, other than in the ordinary
      course of business;

              


      

       

      
        	
                (e)  

              	
                declared, set
      aside or paid any dividend or made or agreed to make any other
      distribution or payment in respect of its capital shares or redeemed,
      purchased or otherwise acquired or agreed to redeem, purchase or acquire
      any of its capital shares or equity
securities;

              


      

       

      
        	
                (f)  

              	
                suffered any
      damage, destruction or loss, whether or not covered by insurance, that
      materially and adversely effects its business, operations, assets,
      properties or prospects;

              


      

       

      
        	
                (g)  

              	
                suffered any
      material adverse change in its business, operations, assets, properties,
      prospects or condition (financial or
otherwise);

              


      

       

      
        	
                (h)  

              	
                received
      notice or had knowledge of any actual or threatened labor trouble,
      termination, resignation, strike or other occurrence, event or condition
      of any similar character which has had or might have an adverse effect on
      its business, operations, assets, properties or
  prospects;

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      
        	
                (i)  

              	
                other than in
      the ordinary course of business, increased the salaries or other
      compensation of, or made any advance (excluding advances for ordinary and
      necessary business expenses) or loan to, any of its employees or directors
      or made any increase in, or any addition to, other benefits to which any
      of its employees or directors may be
entitled;

              


      

       

      
        	
                (j)  

              	
                entered into
      any transaction other than in the ordinary course of business consistent
      with past practice; or

              


      

       

      
        	
                (k)  

              	
                agreed,
      whether in writing or orally, to do any of the
  foregoing.

              


      

       

      3.15 Absence of Certain Changes
or Events.  Since the Priveco Accounting Date, there has not
been:

       

      
        	
                (a)  

              	
                a Priveco
      Material Adverse Effect; or

              


      

       

      
        	
                (b)  

              	
                any material
      change by Priveco in its accounting methods, principles or
      practices.

              


      

       

      3.16 Subsidiaries.  Priveco
does not have any subsidiaries or agreements of any nature to acquire any
subsidiary or to acquire or lease any other business operations.

       

      3.17 Personal
Property.  Priveco possesses, and has good and marketable title
of all property necessary for the continued operation of the business of Priveco
as presently conducted and as represented to Pubco.  All such property
is used in the business of Priveco.  All such property is in
reasonably good operating condition (normal wear and tear excepted), and is
reasonably fit for the purposes for which such property is presently
used.  All material equipment, furniture, fixtures and other tangible
personal property and assets owned or leased by Priveco is owned by Priveco free
and clear of all liens, security interests, charges, encumbrances, and other
adverse claims.

       

      3.18 Intellectual
Property

       

      
        	
                (a)  

              	
                Intellectual Property
      Assets.  Priveco owns or holds an interest in all
      intellectual property assets necessary for the operation of the business
      of Priveco as it is currently conducted (collectively, the “Intellectual Property
      Assets”), including:

              


      

       

      
        	
                (i)  

              	
                all
      functional business names, trading names, registered and unregistered
      trademarks, service marks, and applications (collectively, the “Marks”);

              


      

       

      
        	
                (ii)  

              	
                all patents,
      patent applications, and inventions, methods, processes and discoveries
      that may be patentable (collectively, the “Patents”);

              


      

       

      
        	
                (iii)  

              	
                all
      copyrights in both published works and unpublished works (collectively,
      the “Copyrights”);
      and

              


      

       

      
        	
                (iv)  

              	
                all know-how,
      trade secrets, confidential information, customer lists, software,
      technical information, data, process technology, plans, drawings, and blue
      prints owned, used, or licensed by Priveco as licensee or licensor
      (collectively, the “Trade
      Secrets”).

              


      

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        	
                (b)  

              	
                Agreements.
      Schedule 6 contains a complete and accurate list and summary description,
      including any royalties paid or received by Priveco, of all contracts and
      agreements relating to the Intellectual Property Assets to which Priveco
      is a party or by which Priveco is bound, except for any license implied by
      the sale of a product and perpetual, paid-up licenses for commonly
      available software programs with a value of less than $500 under which
      Priveco is the licensee.  To the best knowledge of Priveco,
      there are no outstanding or threatened disputes or disagreements with
      respect to any such agreement.

              


      

       

      
        	
                (c)  

              	
                Intellectual Property
      and Know-How Necessary for the Business.  Except as set
      forth in Schedule 6, Priveco is the owner of all right, title, and
      interest in and to each of the Intellectual Property Assets, free and
      clear of all liens, security interests, charges, encumbrances, and other
      adverse claims, and has the right to use without payment to a third party
      of all the Intellectual Property Assets.  Except as set forth in
      Schedule 6, all former and current employees and contractors of Priveco
      have executed written contracts, agreements or other undertakings with
      Priveco that assign all rights to any inventions, improvements,
      discoveries, or information relating to the business of
      Priveco.  No employee, director, officer or shareholder of
      Priveco owns directly or indirectly in whole or in part, any Intellectual
      Property Asset which Priveco is presently using or which is necessary for
      the conduct of its business.  To the best knowledge of Priveco,
      no employee or contractor of Priveco has entered into any contract or
      agreement that restricts or limits in any way the scope or type of work in
      which the employee may be engaged or requires the employee to transfer,
      assign, or disclose information concerning his work to anyone other than
      Priveco.

              


      

       

      
        	
                (d)  

              	
                Patents.  Except
      as set out in Schedule 6, Priveco does not hold any right, title or
      interest in and to any Patent and Priveco has not filed any patent
      application with any third party.  To the best knowledge of
      Priveco, none of the products manufactured and sold, nor any process or
      know-how used, by Priveco infringes or is alleged to infringe any patent
      or other proprietary night of any other person or
  entity.

              


      

       

      
        	
                (e)  

              	
                Trademarks.
      Except as set out in Schedule 6, Priveco does not hold any right, title or
      interest in and to any Mark and Priveco has not registered or filed any
      application to register any Mark with any third party.  To the
      best knowledge of Priveco, none of the Marks, if any, used by Priveco
      infringes or is alleged to infringe any trade name, trademark, or service
      mark of any third party.

              


      

       

      
        	
                (f)  

              	
                Copyrights.
      Schedule 6 contains a complete and accurate list and summary description
      of all Copyrights.  Priveco is the owner of all right, title,
      and interest in and to each of the Copyrights, free and clear of all
      liens, security interests, charges, encumbrances, and other adverse
      claims.  If applicable, all registered Copyrights are currently
      in compliance with formal legal requirements, are valid and enforceable,
      and are not subject to any maintenance fees or taxes or actions falling
      due within ninety days after the Closing Date.  To the best
      knowledge of Priveco, no Copyright is infringed or has been challenged or
      threatened in any way and none of the subject matter of any of the
      Copyrights infringes or is alleged to infringe any copyright of any third
      party or is a derivative work based on the work of a third
      party.  All works encompassed by the Copyrights have been marked
      with the proper copyright notice.

              


      

       

      
        	
                (g)  

              	
                Trade
      Secrets.  Priveco has taken all reasonable precautions to
      protect the secrecy, confidentiality, and value of its Trade
      Secrets.  Priveco has good title and an absolute right to use
      the Trade Secrets.  The Trade Secrets are not part of the public
      knowledge or literature, and to the best knowledge of Priveco, have not
      been used, divulged, or appropriated either for the benefit of any person
      or entity or to the detriment of Priveco.  No Trade Secret is
      subject to any adverse claim or has been challenged or threatened in any
      way.

              


      

       

      3.19 Insurance.  The
products sold by and the assets owned by Priveco are insured under various
policies of general product liability and other forms of insurance consistent
with prudent business practices.  All such policies are in full force
and effect in accordance with their terms, no notice of cancellation has been
received, and there is no existing default by Priveco, or any event which, with
the giving of notice, the lapse of time or both, would constitute a default
thereunder.  All premiums to date have been paid in full.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      3.20 Employees and
Consultants.  All employees and consultants of Priveco have
been paid all salaries, wages, income and any other sum due and owing to them by
Priveco, as at the end of the most recent completed pay
period.  Priveco is not aware of any labour conflict with any
employees that might reasonably be expected to have a Priveco Material Adverse
Effect.  To the best knowledge of Priveco, no employee of Priveco is
in violation of any term of any employment contract, non-disclosure agreement,
non-competition agreement or any other contract or agreement relating to the
relationship of such employee with Priveco or any other nature of the business
conducted or to be conducted by Priveco.

       

      3.21 Certain
Transactions.  Priveco is not a guarantor or indemnitor of any
indebtedness of any third party, including any person, firm or
corporation.

       

      3.22 No
Brokers.  Priveco has not incurred any independent obligation
or liability to any party for any brokerage fees, agent’s commissions, or
finder’s fees in connection with the Transaction contemplated by this
Agreement.

       

      3.23 Completeness of
Disclosure.  No representation or warranty by Priveco in this
Agreement nor any certificate, schedule, statement, document or instrument
furnished or to be furnished to Pubco pursuant hereto contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact required to be stated herein or therein or necessary to make any
statement herein or therein not materially misleading.

       

      
        4.  REPRESENTATIONS AND
WARRANTIES OF PUBCO

      

       

      As of the Closing,
Pubco represents and warrants to Priveco and the Selling Shareholders and
acknowledges that Priveco and the Selling Shareholders are relying upon such
representations and warranties in connection with the execution, delivery and
performance of this Agreement, notwithstanding any investigation made by or on
behalf of Priveco or the Selling Shareholders, as follows:

       

      4.1 Organization and Good
Standing.  Pubco is duly incorporated, organized, validly
existing and in good standing under the laws of the State of Nevada and has all
requisite corporate power and authority to own, lease and to carry on its
business as now being conducted.  Pubco is qualified to do business
and is in good standing as a foreign corporation in each of the jurisdictions in
which it owns property, leases property, does business, or is otherwise required
to do so, where the failure to be so qualified would have a material adverse
effect on the businesses, operations, or financial condition of
Pubco.

       

      4.2 Authority.  Pubco
has all requisite corporate power and authority to execute and deliver this
Agreement and any other document contemplated by this Agreement (collectively,
the “Pubco Documents”)
to be signed by Pubco and to perform its obligations hereunder and to consummate
the transactions contemplated hereby.  The execution and delivery of
each of the Pubco Documents by Pubco and the consummation by Pubco of the
transactions contemplated hereby have been duly authorized by its board of
directors and no other corporate or shareholder proceedings on the part of Pubco
is necessary to authorize such documents or to consummate the transactions
contemplated hereby.  This Agreement has been, and the other Pubco
Documents when executed and delivered by Pubco as contemplated by this Agreement
will be, duly executed and delivered by Pubco and this Agreement is, and the
other Pubco Documents when executed and delivered by Pubco, as contemplated
hereby will be, valid and binding obligations of Pubco enforceable in accordance
with their respective terms, except:

       

      
        	
                (a)  

              	
                as limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, and other
      laws of general application affecting enforcement of creditors’ rights
      generally;

              


      

       

      
        	
                (b)  

              	
                as limited by
      laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies;
and

              


      

       

      
        	
                (c)  

              	
                as limited by
      public policy.

              


      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      4.3 Capitalization of
Pubco.  The entire authorized capital stock and other equity
securities of Pubco consists of 200,000,000 shares of common stock with a par
value of $0.001 (the “Pubco
Common Stock”).  As of the date of this Agreement, there are
60,000,000 shares of Pubco Common Stock issued and outstanding.  All
of the issued and outstanding shares of Pubco Common Stock have been duly
authorized, are validly issued, were not issued in violation of any pre-emptive
rights and are fully paid and non-assessable, are not subject to pre-emptive
rights and were issued in full compliance with all federal, state, and local
laws, rules and regulations.  There are no outstanding options,
warrants, subscriptions, phantom shares, conversion rights, or other rights,
agreements, or commitments obligating Pubco to issue any additional shares of
Pubco Common Stock, or any other securities convertible into, exchangeable for,
or evidencing the right to subscribe for or acquire from Pubco any shares of
Pubco Common Stock as of the date of this Agreement.  There are no
agreements purporting to restrict the transfer of the Pubco Common Stock, no
voting agreements, voting trusts, or other arrangements restricting or affecting
the voting of the Pubco Common Stock.

       

      4.4 Directors and Officers of
Pubco.  The duly elected or appointed directors and the duly
appointed officers of Pubco are as listed on Schedule 5.

       

      4.5 Corporate Records of
Pubco.  The corporate records of Pubco, as required to be
maintained by it pursuant to the laws of the State of Nevada, are accurate,
complete and current in all material respects, and the minute book of Pubco is,
in all material respects, correct and contains all material records required by
the law of the State of Nevada in regards to all proceedings, consents, actions
and meetings of the shareholders and the board of directors of
Pubco.

       

      4.6 Non-Contravention.  Neither
the execution, delivery and performance of this Agreement, nor the consummation
of the Transaction, will:

       

      
        	
                (a)  

              	
                conflict
      with, result in a violation of, cause a default under (with or without
      notice, lapse of time or both) or give rise to a right of termination,
      amendment, cancellation or acceleration of any obligation contained in or
      the loss of any material benefit under, or result in the creation of any
      lien, security interest, charge or encumbrance upon any of the material
      properties or assets of Pubco under any term, condition or provision of
      any loan or credit agreement, note, debenture, bond, mortgage, indenture,
      lease or other agreement, instrument, permit, license, judgment, order,
      decree, statute, law, ordinance, rule or regulation applicable to Pubco or
      any of its material property or
assets;

              


      

       

      
        	
                (b)  

              	
                violate any
      provision of the applicable incorporation or charter documents of Pubco;
      or

              


      

       

      
        	
                (c)  

              	
                violate any
      order, writ, injunction, decree, statute, rule, or regulation of any court
      or governmental or regulatory authority applicable to Pubco or any of its
      material property or assets.

              


      

       

      4.7 Validity of Pubco Common
Stock Issuable upon the Transaction.  The Pubco Shares to be
issued to the Selling Shareholders upon consummation of the Transaction in
accordance with this Agreement will, upon issuance, have been duly and validly
authorized and, when so issued in accordance with the terms of this Agreement,
will be duly and validly issued, fully paid and non-assessable.

       

      4.8 Actions and
Proceedings.  To the best knowledge of Pubco, there is no
claim, charge, arbitration, grievance, action, suit, investigation or proceeding
by or before any court, arbiter, administrative agency or other governmental
authority now pending or, to the best knowledge of Pubco, threatened against
Pubco which involves any of the business, or the properties or assets of Pubco
that, if adversely resolved or determined, would have a material adverse effect
on the business, operations, assets, properties, prospects or conditions of
Pubco taken as a whole (a “Pubco Material Adverse
Effect”).  There is no reasonable basis for any claim or action
that, based upon the likelihood of its being asserted and its success if
asserted, would have such a Pubco Material Adverse Effect.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      4.9 Compliance.

       

      
        	
                (a)  

              	
                To the best
      knowledge of Pubco, Pubco is in compliance with, is not in default or
      violation in any material respect under, and has not been charged with or
      received any notice at any time of any material violation of any statute,
      law, ordinance, regulation, rule, decree or other applicable regulation to
      the business or operations of
Pubco;

              


      

       

      
        	
                (b)  

              	
                To the best
      knowledge of Pubco, Pubco is not subject to any judgment, order or decree
      entered in any lawsuit or proceeding applicable to its business and
      operations that would constitute a Pubco Material Adverse Effect;
      and

              


      

       

      
        	
                (c)  

              	
                Pubco has
      operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its
      business.  Pubco has not received any notice of any violation
      thereof, nor is Pubco aware of any valid basis
  therefore.

              


      

       

      4.10 Filings, Consents and
Approvals.  No filing or registration with, no notice to and no
permit, authorization, consent, or approval of any public or governmental body
or authority or other person or entity is necessary for the consummation by
Pubco of the Transaction contemplated by this Agreement to continue to conduct
its business after the Closing Date in a manner which is consistent with that in
which it is presently conducted.

       

      4.11 SEC
Filings.  Pubco has furnished or made available to Priveco and
the Selling Shareholders a true and complete copy of each report, schedule,
registration statement and proxy statement filed by Pubco with the SEC
(collectively, and as such documents have since the time of their filing been
amended, the “Pubco SEC
Documents”). As of their respective dates, the Pubco SEC Documents
complied in all material respects with the requirements of the Securities Act,
or the Exchange Act, as the case may be, and the rules and regulations of the
SEC thereunder applicable to such Pubco SEC Documents.  The Pubco SEC
Documents constitute all of the documents and reports that Pubco was required to
file with the SEC pursuant to the Exchange Act and the rules and regulations
promulgated thereunder by the SEC.

       

      4.12 Financial
Representations.  Included with the Pubco SEC Documents are
true, correct, and complete copies of audited balance sheets for Pubco dated as
of October 31, 2008 and unaudited balance sheets for Pubco dated as of April 30,
2009 (the “Pubco Accounting
Date”), together with related statements of income, cash flows, and
changes in shareholder’s equity for the fiscal year and interim period then
ended (collectively, the “Pubco
Financial Statements”).  The Pubco Financial
Statements:

       

      
        	
                (a)  

              	
                are in
      accordance with the books and records of
Pubco;

              


      

       

      
        	
                (b)  

              	
                present
      fairly the financial condition of Pubco as of the respective dates
      indicated and the results of operations for such periods;
    and

              


      

       

      
        	
                (c)  

              	
                have been
      prepared in accordance with US
GAAP.

              


      

       

      Pubco has not
received any advice or notification from its independent certified public
accountants that Pubco has used any improper accounting practice that would have
the effect of not reflecting or incorrectly reflecting in the Pubco Financial
Statements or the books and records of Pubco, any properties, assets,
Liabilities, revenues, or expenses.  The books, records, and accounts
of Pubco accurately and fairly reflect, in reasonable detail, the assets, and
Liabilities of Pubco.  Pubco has not engaged in any transaction,
maintained any bank account, or used any funds of Pubco, except for
transactions, bank accounts, and funds which have been and are reflected in the
normally maintained books and records of Pubco.

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      4.13 Absence of Undisclosed
Liabilities.  Pubco has no material Liabilities or obligations
either direct or indirect, matured or unmatured, absolute, contingent or
otherwise, which:

       

      
        	
                (a)  

              	
                are not set
      forth in the Pubco Financial Statements or have not heretofore been paid
      or discharged;

              


      

       

      
        	
                (b)  

              	
                did not arise
      in the regular and ordinary course of business under any agreement,
      contract, commitment, lease or plan specifically disclosed in writing to
      Priveco; or

              


      

       

      
        	
                (c)  

              	
                have not been
      incurred in amounts and pursuant to practices consistent with past
      business practice, in or as a result of the regular and ordinary course of
      its business since the date of the last Pubco Financial
      Statements.

              


      

       

      4.14 Tax
Matters.

       

      
        	
                (a)  

              	
                Pubco is not
      presently under and has not received notice of, any contemplated
      investigation or audit by the Canada Revenue Agency or the Internal
      Revenue Service or any foreign or state taxing authority concerning any
      fiscal year or period ended prior to the date
  hereof;

              


      

       

      
        	
                (b)  

              	
                All Taxes
      required to be withheld on or prior to the date hereof from employees for
      income Taxes, social security Taxes, unemployment Taxes and other similar
      withholding Taxes have been properly withheld and, if required on or prior
      to the date hereof, have been deposited with the appropriate governmental
      agency; and

              


      

       

      
        	
                (c)  

              	
                To the best
      knowledge of Pubco, the Pubco Financial Statements contain full provision
      for all Taxes including any deferred Taxes that may be assessed to Pubco
      for the accounting period ended on the Pubco Accounting Date or for any
      prior period in respect of any transaction, event or omission occurring,
      or any profit earned, on or prior to the Pubco Accounting Date or for any
      profit earned by Pubco on or prior to the Pubco Accounting Date or for
      which Pubco is accountable up to such date and all contingent Liabilities
      for Taxes have been provided for or disclosed in the Pubco Financial
      Statements.

              


      

       

      4.15 Absence of
Changes.  Since the Pubco Accounting Date, except as disclosed
in the Public SEC Documents and except as contemplated in this Agreement, Pubco
has not:

       

      
        	
                (a)  

              	
                incurred any
      Liabilities, other than Liabilities incurred in the ordinary course of
      business consistent with past practice, or discharged or satisfied any
      lien or encumbrance, or paid any Liabilities, other than in the ordinary
      course of business consistent with past practice, or failed to pay or
      discharge when due any Liabilities of which the failure to pay or
      discharge has caused or will cause any material damage or risk of material
      loss to it or any of its assets or
properties;

              


      

       

      
        	
                (b)  

              	
                sold,
      encumbered, assigned or transferred any material fixed assets or
      properties;

              


      

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      
        	
                (c)  

              	
                created,
      incurred, assumed or guaranteed any indebtedness for money borrowed, or
      mortgaged, pledged or subjected any of the material assets or properties
      of Pubco to any mortgage, lien, pledge, security interest, conditional
      sales contract or other encumbrance of any nature
    whatsoever;

              


      

       

      
        	
                (d)  

              	
                made or
      suffered any amendment or termination of any material agreement, contract,
      commitment, lease or plan to which it is a party or by which it is bound,
      or cancelled, modified or waived any substantial debts or claims held by
      it or waived any rights of substantial value, other than in the ordinary
      course of business;

              


      

       

      
        	
                (e)  

              	
                declared, set
      aside or paid any dividend or made or agreed to make any other
      distribution or payment in respect of its capital shares or redeemed,
      purchased or otherwise acquired or agreed to redeem, purchase or acquire
      any of its capital shares or equity
securities;

              


      

       

      
        	
                (f)  

              	
                suffered any
      damage, destruction or loss, whether or not covered by insurance, that
      materially and adversely effects its business, operations, assets,
      properties or prospects;

              


      

       

      
        	
                (g)  

              	
                suffered any
      material adverse change in its business, operations, assets, properties,
      prospects or condition (financial or
otherwise);

              


      

       

      
        	
                (h)  

              	
                received
      notice or had knowledge of any actual or threatened labor trouble,
      termination, resignation, strike or other occurrence, event or condition
      of any similar character which has had or might have an adverse effect on
      its business, operations, assets, properties or
  prospects;

              


      

       

      
        	
                (i)  

              	
                made
      commitments or agreements for capital expenditures or capital additions or
      betterments exceeding in the aggregate
$500;

              


      

       

      
        	
                (j)  

              	
                other than in
      the ordinary course of business, increased the salaries or other
      compensation of, or made any advance (excluding advances for ordinary and
      necessary business expenses) or loan to, any of its employees or directors
      or made any increase in, or any addition to, other benefits to which any
      of its employees or directors may be
entitled;

              


      

       

      
        	
                (k)  

              	
                entered into
      any transaction other than in the ordinary course of business consistent
      with past practice; or

              


      

       

      
        	
                (l)  

              	
                agreed,
      whether in writing or orally, to do any of the
  foregoing.

              


      

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      4.16 Absence of Certain Changes
or Events.  Since the Pubco Accounting Date, except as and to
the extent disclosed in the Pubco SEC Documents, there has not
been:

       

      
        	
                (a)  

              	
                a Pubco
      Material Adverse Effect; or

              


      

       

      
        	
                (b)  

              	
                any material
      change by Pubco in its accounting methods, principles or
      practices.

              


      

       

      4.17 Subsidiaries.  Pubco
does not have any subsidiaries or agreements of any nature to acquire any
subsidiary or to acquire or lease any other business operations, except as
disclosed in the Pubco SEC Documents.

       

      4.18 Personal
Property.  There are no material equipment, furniture, fixtures
and other tangible personal property and assets owned or leased by Pubco, except
as disclosed in the Pubco SEC Documents.

       

      4.19 Employees and
Consultants.  Pubco does not have any employees or consultants,
except as disclosed in the Pubco SEC Documents.

       

      4.20 Material Contracts and
Transactions.  Other than as expressly contemplated by this
Agreement, there are no material contracts, agreements, licenses, permits,
arrangements, commitments, instruments, understandings or contracts, whether
written or oral, express or implied, contingent, fixed or otherwise, to which
Pubco is a party except as disclosed in writing to Priveco or as disclosed in
the Pubco SEC Documents.

       

      4.21 No
Brokers.  Pubco has not incurred any obligation or liability to
any party for any brokerage fees, agent’s commissions, or finder’s fees in
connection with the Transaction contemplated by this Agreement.

       

      4.22 Internal Accounting
Controls.  Pubco maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management’s general or
specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.  Pubco’s certifying officers
have evaluated the effectiveness of Pubco’s controls and procedures as of end of
the filing period prior to the filing date of the Form 10-Q for the quarter
ended April 30, 2009 (such date, the “Evaluation
Date”).  Pubco presented in its most recently filed Form 10-Q
the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the
Evaluation Date.  Since the Evaluation Date, there have been no
significant changes in Pubco’s internal controls (as such term is defined in
Item 308 of Regulation S-K under the Exchange Act) or, to Pubco’s knowledge, in
other factors that could significantly affect Pubco’s internal
controls.

       

      4.23 Listing and Maintenance
Requirements.  Pubco is currently quoted on the OTC Bulletin
Board and has not, in the 12 months preceding the date hereof, received any
notice from the OTC Bulletin Board or the FINRA or any trading market on which
Pubco’s common stock is or has been listed or quoted to the effect that Pubco is
not in compliance with the quoting, listing or maintenance requirements of the
OTCBB or such other trading market.

       

      4.24 Application of Takeover
Protections.  Pubco and its board of directors have taken all
necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under Pubco’s
certificate or articles of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable to Pubco
as a result of the transactions under this Agreement or the exercise of any
rights pursuant to this Agreement.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      4.25 No SEC or FINRA
Inquiries.  Neither the Pubco nor any of its past or present
officers or directors is the subject of any formal or informal inquiry or
investigation by the SEC or FINRA.  Pubco currently do not have any
outstanding comment letters or other correspondences from the SEC or the
FINRA.

       

      4.26 No
Liabilities.  Upon Closing, other than legal fees, Pubco shall
have no direct, indirect or contingent liabilities outstanding that exceed
$1,000.

       

      4.27 Completeness of
Disclosure.  No representation or warranty by Pubco in this
Agreement nor any certificate, schedule, statement, document or instrument
furnished or to be furnished to Priveco pursuant hereto contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact required to be stated herein or therein or necessary to make any
statement herein or therein not materially misleading.

       

      
        5.  CLOSING
CONDITIONS

      

       

      5.1 Conditions Precedent to
Closing by Pubco.  The obligation of Pubco to consummate the
Transaction is subject to the satisfaction or written waiver of the conditions
set forth below by a date mutually agreed upon by the parties hereto in writing
and in accordance with Section 10.6.  The Closing of the Transaction
contemplated by this Agreement will be deemed to mean a waiver of all conditions
to Closing.  These conditions precedent are for the benefit of Pubco
and may be waived by Pubco in its sole discretion.

       

      
        	
                (a)  

              	
                Representations and
      Warranties.  The representations and warranties of
      Priveco and the Selling Shareholders set forth in this Agreement will be
      true, correct and complete in all respects as of the Closing Date, as
      though made on and as of the Closing Date and Priveco will have delivered
      to Pubco a certificate dated as of the Closing Date, to the effect that
      the representations and warranties made by Priveco in this Agreement are
      true and correct.

              


      

       

      
        	
                (b)  

              	
                Performance.  All
      of the covenants and obligations that Priveco and the Selling Shareholders
      are required to perform or to comply with pursuant to this Agreement at or
      prior to the Closing must have been performed and complied with in all
      material respects.

              


      

       

      
        	
                (c)  

              	
                Transaction
      Documents.  This Agreement, the Priveco Documents, the
      Priveco Financial Statements and all other documents necessary or
      reasonably required to consummate the Transaction, all in form and
      substance reasonably satisfactory to Pubco, will have been executed and
      delivered to Pubco.

              


      

       

      
        	
                (d)  

              	
                Directors’ Resolutions
      – Priveco.  Pubco will have received copies of
      resolutions duly adopted by the board of directors of Priveco approving
      the execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein.

              


      

       

      
        	
                (e)  

              	
                No Material Adverse
      Change.  No Priveco Material Adverse Effect will have
      occurred since the date of this
Agreement.

              


      

       

      
        	
                (f)  

              	
                No
      Action.  No suit, action, or proceeding will be pending
      or threatened which would:

              


      

       

      
        	
                (i)  

              	
                prevent the
      consummation of any of the transactions contemplated by this Agreement;
      or

              


      

       

      
        	
                (ii)  

              	
                cause the
      Transaction to be rescinded following
  consummation.

              


      

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

       

      
        	
                (g)  

              	
                Outstanding
      Shares. Priveco will have no more than 46,186,516 shares
      of Priveco Common Stock issued and outstanding on the Closing
      Date.

              


      

       

      
        	
                (h)  

              	
                Delivery of Financial
      Statements. Priveco will have delivered to Pubco the Priveco
      Financial Statements, which financial statements will include audited
      financial statements for Priveco’s two fiscal years, prepared in
      accordance with US GAAP and audited by an independent auditor registered
      with the Public Company Accounting Oversight Board in the United
      States.

              


      

       

      
        	
                (i)  

              	
                Due Diligence Review
      of Financial Statements.  Pubco and its accountants will
      be reasonably satisfied with their due diligence investigation and review
      of the Priveco Financial
Statements.

              


      

       

      
        	
                (j)  

              	
                Due Diligence
      Generally.  Pubco and its solicitors will be reasonably
      satisfied with their due diligence investigation of Priveco that is
      reasonable and customary in a transaction of a similar nature to that
      contemplated by the Transaction,
including:

              


      

       

      
        	
                (i)  

              	
                materials,
      documents and information in the possession and control of Priveco and the
      Selling Shareholders which are reasonably germane to the
      Transaction;

              


      

       

      
        	
                (ii)  

              	
                a physical
      inspection of the assets of Priveco by Pubco or its representatives;
      and

              


      

       

      
        	
                (iii)  

              	
                title to the
      material assets of Priveco.

              


      

       

      
        	
                (k)  

              	
                Compliance with
      Securities Laws.  Pubco will have received evidence
      satisfactory to Pubco that the Pubco Shares issuable in the Transaction
      will be issuable:

              


      

       

      
        	
                (i)  

              	
                without
      registration pursuant to the Securities Act in reliance on a safe harbor
      from the registration requirements of the Securities Act provided by
      Regulation S; and

              


      

       

      
        	
                (ii)  

              	
                in reliance
      upon an exemption from the prospectus and registration requirements of the
      British Columbia Securities Act.

              


      

       

      In order to
establish the availability of the safe harbor from the registration requirements
of the Securities Act and the prospectus and registration requirements of the
British Columbia Securities Act for the issuance of Pubco Shares to each Selling
Shareholder, Priveco will deliver to Pubco on Closing, a Certificate of Non-US
Shareholder or Certificate of US Shareholder, as applicable, and a Questionnaire
duly executed by each Selling Shareholder.

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

      5.2 Conditions Precedent to
Closing by Priveco.  The obligation of Priveco and the Selling
Shareholders to consummate the Transaction is subject to the satisfaction or
written waiver of the conditions set forth below by a date mutually agreed upon
by the parties hereto in writing and in accordance with Section
10.6.  The Closing of the Transaction will be deemed to mean a waiver
of all conditions to Closing.  These conditions precedent are for the
benefit of Priveco and the Selling Shareholders and may be waived by Priveco and
the Selling Shareholders in their discretion.

       

      
        	
                (a)  

              	
                Representations and
      Warranties.  The representations and warranties of Pubco
      set forth in this Agreement will be true, correct and complete in all
      respects as of the Closing Date, as though made on and as of the Closing
      Date and Pubco will have delivered to Priveco a certificate dated the
      Closing Date, to the effect that the representations and warranties made
      by Pubco in this Agreement are true and
correct.

              


      

       

      
        	
                (b)  

              	
                Performance.  All
      of the covenants and obligations that Pubco are required to perform or to
      comply with pursuant to this Agreement at or prior to the Closing must
      have been performed and complied with in all material
      respects.  Pubco must have delivered each of the documents
      required to be delivered by it pursuant to this
  Agreement.

              


      

       

      
        	
                (c)  

              	
                Transaction
      Documents.  This Agreement, the Pubco Documents and all
      other documents necessary or reasonably required to consummate the
      Transaction, all in form and substance reasonably satisfactory to Priveco,
      will have been executed and delivered by
Pubco.

              


      

       

      
        	
                (d)  

              	
                Directors’ Resolutions
      - Pubco. Priveco will have received copies of resolutions duly
      adopted by the board of directors of Pubco approving the execution and
      delivery of this Agreement and the consummation of the transactions
      contemplated herein.

              


      

       

      
        	
                (e)  

              	
                Surrender of
      Shares.  Thomas Brown will have surrendered 25,000,000
      shares of common stock for cancellation on
  Closing.

              


      

       

      
        	
                (f)  

              	
                No Material Adverse
      Change.  No Pubco Material Adverse Effect will have
      occurred since the date of this
Agreement.

              


      

       

      
        	
                (g)  

              	
                No
      Action.  No suit, action, or proceeding will be pending
      or threatened before any governmental or regulatory authority wherein an
      unfavorable judgment, order, decree, stipulation, injunction or charge
      would result in and/or:

              


      

       

      
        	
                (i)  

              	
                prevent the
      consummation of any of the transactions contemplated by this Agreement;
      or

              


      

       

      
        	
                (ii)  

              	
                cause the
      Transaction to be rescinded following
  consummation.

              


      

       

      
        	
                (h)  

              	
                Outstanding
      Shares.  On the Closing Date and subject to any financing
      approved by Priveco, Pubco will have no more than 81,186,516 common shares
      issued and outstanding in the capital of Pubco after giving effect to
      issuance of the Pubco Shares and the share cancellation described
      herein.

              


      

       

      
        	
                (i)  

              	
                Public
      Market.  On the Closing Date, the shares of Pubco Common
      Stock will be quoted on the OTC Bulletin
Board.

              


      

       

      
        	
                (j)  

              	
                Due Diligence Review
      of Financial Statements.  Priveco and its accountants
      will be reasonably satisfied with their due diligence investigation and
      review of the Pubco Financial Statements, the Pubco SEC Documents, and the
      contents thereof, prepared in accordance with
  GAAP.

              


      

       

      
        	
                (k)  

              	
                Due Diligence
      Generally.  Priveco will be reasonably satisfied with
      their due diligence investigation of Pubco that is reasonable and
      customary in a transaction of a similar nature to that contemplated by the
      Transaction.

              


      

       

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      
        6.  ADDITIONAL COVENANTS OF THE
PARTIES

      

       

      6.1 Notification of Financial
Liabilities.  Priveco will immediately notify Pubco in
accordance with Section 10.6 hereof, if Priveco receives any advice or
notification from its independent certified public accounts that Priveco has
used any improper accounting practice that would have the effect of not
reflecting or incorrectly reflecting in the books, records, and accounts of
Priveco, any properties, assets, Liabilities, revenues, or expenses.
Notwithstanding any statement to the contrary in this Agreement, this covenant
will survive Closing and continue in full force and effect.

       

      6.2 Access and
Investigation.  Between the date of this Agreement and the
Closing Date, Priveco, on the one hand, and Pubco, on the other hand, will, and
will cause each of their respective representatives to:

       

      
        	
                (a)  

              	
                afford the
      other and its representatives full and free access to its personnel,
      properties, assets, contracts, books and records, and other documents and
      data;

              


      

       

      
        	
                (b)  

              	
                furnish the
      other and its representatives with copies of all such contracts, books and
      records, and other existing documents and data as required by this
      Agreement and as the other may otherwise reasonably request;
      and

              


      

       

      
        	
                (c)  

              	
                furnish the
      other and its representatives with such additional financial, operating,
      and other data and information as the other may reasonably
      request.

              


      

       

      All of such access,
investigation and communication by a party and its representatives will be
conducted during normal business hours and in a manner designed not to interfere
unduly with the normal business operations of the other party.  Each
party will instruct its auditors to co-operate with the other party and its
representatives in connection with such investigations.

       

      6.3 Confidentiality.  All
information regarding the business of Priveco including, without limitation,
financial information that Priveco provides to Pubco during Pubco’s due
diligence investigation of Priveco will be kept in strict confidence by Pubco
and will not be used (except in connection with due diligence), dealt with,
exploited or commercialized by Pubco or disclosed to any third party (other than
Pubco’s professional accounting and legal advisors) without the prior written
consent of Priveco.  If the Transaction contemplated by this Agreement
does not proceed for any reason, then upon receipt of a written request from
Priveco, Pubco will immediately return to Priveco (or as directed by Priveco)
any information received regarding Priveco’s business.  Likewise, all
information regarding the business of Pubco including, without limitation,
financial information that Pubco provides to Priveco during its due diligence
investigation of Pubco will be kept in strict confidence by Priveco and will not
be used (except in connection with due diligence), dealt with, exploited or
commercialized by Priveco or disclosed to any third party (other than Priveco’s
professional accounting and legal advisors) without Pubco’s prior written
consent.  If the Transaction contemplated by this Agreement does not
proceed for any reason, then upon receipt of a written request from Pubco,
Priveco will immediately return to Pubco (or as directed by Pubco) any
information received regarding Pubco’s business.

       

      6.4 Notification.  Between
the date of this Agreement and the Closing Date, each of the parties to this
Agreement will promptly notify the other parties in writing if it becomes aware
of any fact or condition that causes or constitutes a material breach of any of
its representations and warranties as of the date of this Agreement, if it
becomes aware of the occurrence after the date of this Agreement of any fact or
condition that would cause or constitute a material breach of any such
representation or warranty had such representation or warranty been made as of
the time of occurrence or discovery of such fact or condition.  Should
any such fact or condition require any change in the Schedules relating to such
party, such party will promptly deliver to the other parties a supplement to the
Schedules specifying such change.  During the same period, each party
will promptly notify the other parties of the occurrence of any material breach
of any of its covenants in this Agreement or of the occurrence of any event that
may make the satisfaction of such conditions impossible or
unlikely.

       

      6.5 Exclusivity.  Until
such time, if any, as this Agreement is terminated, Priveco and Pubco will not,
directly or indirectly, solicit, initiate, entertain or accept any inquiries or
proposals from, discuss or negotiate with, provide any non-public information
to, or consider the merits of any unsolicited inquiries or proposals from, any
person or entity relating to any transaction involving the sale of the business
or assets (other than in the ordinary course of business), or any of the capital
stock of Priveco or Pubco, as applicable, or any merger, consolidation, business
combination, or similar transaction other than as contemplated by this
Agreement.

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

      6.6 Conduct of Priveco and Pubco
Business Prior to Closing.  From the date of this Agreement to
the Closing Date, and except to the extent that Pubco otherwise consents in
writing, Priveco will operate its business substantially as presently operated
and only in the ordinary course and in compliance with all applicable laws, and
use its best efforts to preserve intact its good reputation and present business
organization and to preserve its relationships with persons having business
dealings with it.  Likewise, from the date of this Agreement to the
Closing Date, and except to the extent that Priveco otherwise consents in
writing, Pubco will operate its business substantially as presently operated and
only in the ordinary course and in compliance with all applicable laws, and use
its best efforts to preserve intact its good reputation and present business
organization and to preserve its relationships with persons having business
dealings with it.

       

      6.7 Certain Acts Prohibited –
Priveco.  Except as expressly contemplated by this Agreement or
for purposes in furtherance of this Agreement, between the date of this
Agreement and the Closing Date, Priveco will not, without the prior written
consent of Pubco:

       

      
        	
                (a)  

              	
                amend its
      Constitution, Articles of Association or other incorporation
      documents;

              


      

       

      
        	
                (b)  

              	
                incur any
      liability or obligation other than in the ordinary course of business or
      encumber or permit the encumbrance of any properties or assets of Priveco
      except in the ordinary course of
business;

              


      

       

      
        	
                (c)  

              	
                dispose of or
      contract to dispose of any Priveco property or assets, including the
      Intellectual Property Assets, except in the ordinary course of business
      consistent with past practice;

              


      

       

      
        	
                (d)  

              	
                issue,
      deliver, sell, pledge or otherwise encumber or subject to any lien any
      shares of the Priveco Common Stock, or any rights, warrants or options to
      acquire, any such shares, voting securities or convertible
      securities;

              


      

       

      
        	
                (e)  

              	
                not:

              


      

       

      
        	
                (i)  

              	
                declare, set
      aside or pay any dividends on, or make any other distributions in respect
      of the Priveco Common Stock, or

              


      

       

      
        	
                (ii)  

              	
                split,
      combine or reclassify any Priveco Common Stock or issue or authorize the
      issuance of any other securities in respect of, in lieu of or in
      substitution for shares of Priveco Common Stock;
  or

              


      

       

      
        	
                (f)  

              	
                not
      materially increase benefits or compensation expenses of Priveco, other
      than as contemplated by the terms of any employment agreement in existence
      on the date of this Agreement, increase the cash compensation of any
      director, executive officer or other key employee or pay any benefit or
      amount not required by a plan or arrangement as in effect on the date of
      this Agreement to any such person.

              


      

       

      6.8 Certain Acts Prohibited -
Pubco.  Except as expressly contemplated by this Agreement,
between the date of this Agreement and the Closing Date, Pubco will not, without
the prior written consent of Priveco:

       

      
        	
                (a)  

              	
                incur any
      liability or obligation or encumber or permit the encumbrance of any
      properties or assets of Pubco except in the ordinary course of business
      consistent with past practice;

              


      

       

      
        	
                (b)  

              	
                dispose of or
      contract to dispose of any Pubco property or assets except in the ordinary
      course of business consistent with past
  practice;

              


      

       

      
        	
                (c)  

              	
                declare, set
      aside or pay any dividends on, or make any other distributions in respect
      of the Pubco Common Stock; or

              


      

       

      
        	
                (d)  

              	
                materially
      increase benefits or compensation expenses of Pubco, increase the cash
      compensation of any director, executive officer or other key employee or
      pay any benefit or amount to any such
person.

              


      

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

       

      6.9 Employment
Agreements.  Between the date of this Agreement and the Closing
Date, Priveco will have made necessary arrangements to employ all of the hourly
and salaried employees of Priveco reasonably necessary to operate such business
substantially as presently operated.  Priveco agrees to provide copies
of all such agreements and arrangements that evidence such employment at or
prior to Closing.

       

      6.10 Pubco Board of
Directors.  The current directors of Pubco will adopt
resolutions appointing Rock Rutherford, John Kuykendall, and M. Todd Rutherford
to the Board of Directors of Pubco and will accept the resignation of Thomas
Brown as director and officer of Pubco, which appointments and resignation will
be effective on Closing.

       

      6.11 Pubco
Officers.                                           Certain
officers from Priveco will be appointed as officers of Pubco prior to the
Closing Date.

       

      
        7.  CLOSING

      

       

      7.1 Closing.  The
Closing shall take place on the Closing Date at the offices of the lawyers for
Pubco or at such other location as agreed to by the
parties.  Notwithstanding the location of the Closing, each party
agrees that the Closing may be completed by the exchange of undertakings between
the respective legal counsel for Priveco and Pubco, provided such undertakings
are satisfactory to each party’s respective legal counsel.

       

      7.2 Closing Deliveries of
Priveco and the Selling Shareholders.  At Closing, Priveco and
the Selling Shareholders will deliver or cause to be delivered the following,
fully executed and in the form and substance reasonably satisfactory to
Pubco:

       

      
        	
                (a)  

              	
                copies of all
      resolutions and/or consent actions adopted by or on behalf of the board of
      directors of Priveco evidencing approval of this Agreement and the
      Transaction;

              


      

       

      
        	
                (b)  

              	
                share
      certificates representing the Priveco Shares as required by Section 2.3 of
      this Agreement;

              


      

       

      
        	
                (c)  

              	
                all
      certificates and other documents required by Sections 2.3 and 5.1 of this
      Agreement;

              


      

       

      
        	
                (d)  

              	
                the Priveco
      Documents, the Priveco Financial Statements and any other necessary
      documents, each duly executed by Priveco, as required to give effect to
      the Transaction;

              


      

       

      
        	
                (e)  

              	
                copies of all
      agreements and arrangements required by Section 6.9 of this
      Agreement.

              


      

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      7.3 Closing Deliveries of
Pubco.  At Closing, Pubco will deliver or cause to be delivered
the following, fully executed and in the form and substance reasonably
satisfactory to Priveco:

       

      
        	
                (a)  

              	
                copies of all
      resolutions and/or consent actions adopted by or on behalf of the board of
      directors of Pubco evidencing approval of this Agreement and the
      Transaction;

              


      

       

      
        	
                (b)  

              	
                all
      certificates and other documents required by Section 5.2 of this
      Agreement;

              


      

       

      
        	
                (c)  

              	
                share
      certificates representing the 25,000,000 shares held by Thomas Brown, duly
      endorsed for transfer and
cancellation;

              


      

       

      
        	
                (d)  

              	
                the Pubco
      Documents and any other necessary documents, each duly executed by Pubco,
      as required to give effect to the Transaction;
  and

              


      

       

      
        	
                (e)  

              	
                the
      resolutions required to effect the changes contemplated in Sections 6.10
      of this Agreement.

              


      

       

      
        8.  TERMINATION

      

       

      8.1 Termination.  This
Agreement may be terminated at any time prior to the Closing Date contemplated
hereby by:

       

      
        	
                (a)  

              	
                mutual
      agreement of Pubco and Priveco;

              


      

       

      
        	
                (b)  

              	
                Pubco, if
      there has been a material breach by Priveco or any of the Selling
      Shareholders of any material representation, warranty, covenant or
      agreement set forth in this Agreement on the part of Priveco or the
      Selling Shareholders that is not cured, to the reasonable satisfaction of
      Pubco, within ten business days after notice of such breach is given by
      Pubco (except that no cure period will be provided for a breach by Priveco
      or the Selling Shareholders that by its nature cannot be
      cured);

              


      

       

      
        	
                (c)  

              	
                Priveco, if
      there has been a material breach by Pubco of any material representation,
      warranty, covenant or agreement set forth in this Agreement on the part of
      Pubco that is not cured by the breaching party, to the reasonable
      satisfaction of Priveco, within ten business days after notice of such
      breach is given by Priveco (except that no cure period will be provided
      for a breach by Pubco that by its nature cannot be
  cured);

              


      

       

      
        	
                (d)  

              	
                Pubco or
      Priveco, if the Transaction contemplated by this Agreement has not been
      consummated within 30 days after the delivery of the Priveco Financial
      Statements, unless the parties hereto agree to extend such date in
      writing;

              


      

       

      
        	
                (e)  

              	
                Pubco or
      Priveco, if the Transaction contemplated by this Agreement has not been
      consummated within 30 days of the date of this Agreement;
    or

              


      

       

      
        	
                (f)  

              	
                Pubco or
      Priveco if any permanent injunction or other order of a governmental
      entity of competent authority preventing the consummation of the
      Transaction contemplated by this Agreement has become final and
      non-appealable.

              


      

       

      8.2 Effect of
Termination.  In the event of the termination of this Agreement
as provided in Section 8.1, this Agreement will be of no further force or
effect, provided, however, that no termination of this Agreement will relieve
any party of liability for any breaches of this Agreement that are based on a
wrongful refusal or failure to perform any obligations.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      
        9.  INDEMNIFICATION, REMEDIES,
SURVIVAL

      

       

      9.1 Certain
Definitions.  For the purposes of this Article 9 the terms
“Loss” and “Losses” mean any and all
demands, claims, actions or causes of action, assessments, losses, damages,
Liabilities, costs, and expenses, including without limitation, interest,
penalties, fines and reasonable attorneys, accountants and other professional
fees and expenses, but excluding any indirect, consequential or punitive damages
suffered by Pubco or Priveco including damages for lost profits or lost business
opportunities.

       

      9.2 Agreement of Priveco to
Indemnify. Priveco will indemnify, defend, and hold harmless, to the full
extent of the law, Pubco and its shareholders from, against, and in respect of
any and all Losses asserted against, relating to, imposed upon, or incurred by
Pubco and its shareholders by reason of, resulting from, based upon or arising
out of:

       

      
        	
                (a)  

              	
                the breach by
      Priveco of any representation or warranty of Priveco contained in or made
      pursuant to this Agreement, any Priveco Document or any certificate or
      other instrument delivered pursuant to this Agreement;
  or

              


      

       

      
        	
                (b)  

              	
                the breach or
      partial breach by Priveco of any covenant or agreement of Priveco made in
      or pursuant to this Agreement, any Priveco Document or any certificate or
      other instrument delivered pursuant to this
  Agreement.

              


      

       

      9.3 Agreement of the Selling
Shareholders to Indemnify.  The Selling Shareholders will
indemnify, defend, and hold harmless, to the full extent of the law, Pubco and
its shareholders from, against, and in respect of any and all Losses asserted
against, relating to, imposed upon, or incurred by Pubco and its shareholders by
reason of, resulting from, based upon or arising out of:

       

      
        	
                (a)  

              	
                any breach by
      the Selling Shareholders of Section 2.2 of
      this Agreement; or

              


      

       

      
        	
                (b)  

              	
                any
      misstatement, misrepresentation or breach of the representations and
      warranties made by the Selling Shareholders contained in or made pursuant
      to the Certificate of Non-US Shareholder, Certificate of US Shareholder or
      the Questionnaire executed by each Selling Shareholder as part of the
      share exchange procedure detailed in Section 2.3 of this
      Agreement.

              


      

       

      9.4 Agreement of Pubco to
Indemnify.  Pubco will indemnify, defend, and hold harmless, to
the full extent of the law, Priveco and the Selling Shareholders from, against,
for, and in respect of any and all Losses asserted against, relating to, imposed
upon, or incurred by Priveco and the Selling Shareholders by reason of,
resulting from, based upon or arising out of:

       

      
        	
                (a)  

              	
                the breach by
      Pubco of any representation or warranty of Pubco contained in or made
      pursuant to this Agreement, any Pubco Document or any certificate or other
      instrument delivered pursuant to this Agreement;
  or

              


      

       

      
        	
                (b)  

              	
                the breach or
      partial breach by Pubco of any covenant or agreement of Pubco made in or
      pursuant to this Agreement, any Pubco Document or any certificate or other
      instrument delivered pursuant to this
Agreement.

              


      

       

      
        
           

        

        
          24

          
            

          

        

        
           

        

      

       

      
        10.  MISCELLANEOUS
PROVISIONS

      

       

      10.1 Effectiveness of
Representations; Survival.  Each party is entitled to rely on
the representations, warranties and agreements of each of the other parties and
all such representation, warranties and agreement will be effective regardless
of any investigation that any party has undertaken or failed to
undertake.  Unless otherwise stated in this Agreement, and except for
instances of fraud, the representations, warranties and agreements will survive
the Closing Date and continue in full force and effect until one (1) year after
the Closing Date.

       

      10.2 Further
Assurances.  Each of the parties hereto will co-operate with
the others and execute and deliver to the other parties hereto such other
instruments and documents and take such other actions as may be reasonably
requested from time to time by any other party hereto as necessary to carry out,
evidence, and confirm the intended purposes of this Agreement.

       

      10.3 Amendment.  This
Agreement may not be amended except by an instrument in writing signed by each
of the parties.

       

      10.4 Expenses.  Pubco
will bear all costs incurred in connection with the preparation, execution and
performance of this Agreement and the Transaction contemplated hereby, including
all fees and expenses of agents, representatives and accountants; provided that
Pubco and Priveco will bear its respective legal costs incurred in connection
with the preparation, execution and performance of this Agreement and the
Transaction contemplated hereby.

       

      10.5 Entire
Agreement.  This Agreement, the schedules attached hereto and
the other documents in connection with this transaction contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior arrangements and understandings, both written and oral,
expressed or implied, with respect thereto.  Any preceding
correspondence or offers are expressly superseded and terminated by this
Agreement.

       

      10.6 Notices.  All
notices and other communications required or permitted under this Agreement must
be in writing and will be deemed given if sent by personal delivery, faxed with
electronic confirmation of delivery, internationally-recognized express courier
or registered or certified mail (return receipt requested), postage prepaid, to
the parties at the following addresses (or at such other address for a party as
will be specified by like notice):

       

      If to Priveco or
any of the Selling Shareholders:

      AGR Stone and Tools
USA, Inc.

      11526 F.M. 2854
Road ,

      Conroe,
TX 77304

       

      Attention:                                Rock
Rutherford

       

      Telephone:                               (800)
454-4995

       

      Facsimile:                                (936)
539-5729

       

      With a copy (which
will not constitute notice) to:

       

      Clark Wilson
LLP

       

      Barristers &
Solicitors

       

      Suite 800 – 885
West Georgia Street

       

      Vancouver, British
Columbia, Canada

       

      V6C
3H1

       

      


      
        
           

        

        
          25

          
            

          

        

        
           

        

      

       

      Attention:                                Kari
F. Richardson

       

      Telephone:                               (604)
687-5700

       

      Facsimile:                                (604)
687-6314

       

      If
to Pubco:

       

      Laburnum Ventures
Inc.

       

      414 – 1155 Mainland
Street,

       

      Vancouver, British
Columbia, Canada

       

      V6J
5P2

       

      


       

      Attention:                                Thomas
Brown

       

      Telephone:                               (604)
731-7777

       

      Facsimile:                                (604)
632-1730

       

      With a copy (which
will not constitute notice) to:

       

      Bacchus Law
Corporation

       

      Suite 1820
Cathedral Place

       

      925 West Georgia
Street

       

      Vancouver, British
Columbia, Canada

       

      V6C
3L2

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

      


       

      Attention:                                Konrad
Malik

       

      Telephone:                               (604)
632-1283

       

      Facsimile:                                (604)
632-1730

       

      All such notices
and other communications will be deemed to have been received:

       

      
        	
                (a)  

              	
                in the case
      of personal delivery, on the date of such
  delivery;

              


      

       

      
        	
                (b)  

              	
                in the case
      of a fax, when the party sending such fax has received electronic
      confirmation of its delivery;

              


      

       

      
        	
                (c)  

              	
                in the case
      of delivery by internationally-recognized express courier, on the business
      day following dispatch; and

              


      

       

      
        	
                (d)  

              	
                in the case
      of mailing, on the fifth business day following
  mailing.

              


      

       

      10.7 Headings.  The
headings contained in this Agreement are for convenience purposes only and will
not affect in any way the meaning or interpretation of this
Agreement.

       

      10.8 Benefits.  This
Agreement is and will only be construed as for the benefit of or enforceable by
those persons party to this Agreement.

       

      10.9 Assignment.  This
Agreement may not be assigned (except by operation of law) by any party without
the consent of the other parties.

       

      10.10 Governing
Law.  This Agreement will be governed by and construed in
accordance with the laws of the Province of British Columbia applicable to
contracts made and to be performed therein.

       

      10.11 Construction.  The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will
be applied against any party.

       

      10.12 Gender.  All
references to any party will be read with such changes in number and gender as
the context or reference requires.

       

      10.13 Business
Days.  If the last or appointed day for the taking of any
action required or the expiration of any rights granted herein shall be a
Saturday, Sunday or a legal holiday in the Province of British Columbia, then
such action may be taken or right may be exercised on the next succeeding day
which is not a Saturday, Sunday or such a legal holiday.

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

      10.14 Counterparts.  This
Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart.

       

      10.15 Fax
Execution.  This Agreement may be executed by delivery of
executed signature pages by fax and such fax execution will be effective for all
purposes.

       

      10.16 Schedules and
Exhibits.  The schedules and exhibits are attached to this
Agreement and incorporated herein.

       

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

       

       

      LABURNUM
VENTURES INC.

       

       

      Per:      /s/
Thomas Brown  

      Authorized Signatory

      Name: Thomas Brown

      Title:   President

       

       

      AGR
STONE & TOOLS USA, INC.

       

       

      Per:      /s/
G.M. Rock Rutherford  

      Authorized Signatory

      Name: G.M. Rock Rutherford

      Title:   President

       

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

      


      
        	
                WITNESSED
      BY:

                 

                      
                  
      

                Name

                 

                
                  
      

                Address

                 

                
                  
      Occupation

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      G.M.
      Rock Rutherford

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                

                Occupation

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      John
      K. Kuykendall

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      M.
      Todd Rutherford

              


      

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      Richard
      Smith

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      Ken
      Krohne

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                
                  
      Jeffrey
      Mallory

                 

                
                  
      Kendra
      Mallory

              


      

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      Cedric
      McCullough

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                
                  
      Michael
      Quinn

                 

                      
                  
      Donielle
      Quinn

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                


                Steve
      P. Crouse

              


      

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                


                Charles
      G. Fitzpatrick

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      George
      Crouse

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      John
      P. Crouse

              


      

       

      
        
           

        

        
          32

          
            

          

        

        
           

        

      

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      

                Toby Schoch

              


      

       

      


      
        	
                      
                  WITNESSED
      BY:

                   

                        
                    
      

                  Name

                   

                  
                    
      

                  Address

                   

                  
                    
      

                
Occupation	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      Lutz
      Hahne

              


      

       

      


      
        	
                      
                        
                    WITNESSED
      BY:

                     

                          
                      
      

                    Name

                     

                    
                      
      

                    Address

                     

                    
                      
      

                  
Occupation

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      John
      C. Hocut

              


      

       

      
        
           

        

        
          33

          
            

          

        

        
           

        

      

      


      
        	
                      
                        
                    WITNESSED
      BY:

                     

                          
                      
      

                    Name

                     

                    
                      
      

                    Address

                     

                    
                      
      

                  
Occupation

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
       Richard
      Grossman


      

       

      


      
        	
                WITNESSED
      BY:

                 

                 

                  
      

                Name

                 

                      
                  
      

                Address

                 

                  
      

                Occupation

              	
                )

                )

                )

                )

                )

                )

                )

                )

                )

                )

              	
                 

                 

                 

                 

                
                  
      Jordan
      G. Westropp

              


      

       

      
        
           

          
            
              
                	
                        WITNESSED
      BY:

                         

                         

                          
      

                        Name

                         

                              
                          
      

                        Address

                         

                          
      

                        Occupation

                      	
                        )

                        )

                        )

                        )

                        )

                        )

                        )

                        )

                        )

                        )

                      	
                         

                         

                         

                         

                         

                        
                          
      Terrill
      Purvis

                      


              

               

              
                
                   

                

                
                  34

                  
                    

                  

                

                
                   

                

              

               

              
                
                  	
                          WITNESSED
      BY:

                           

                           

                            
      

                          Name

                           

                                
                            
      

                          Address

                           

                            
      

                          Occupation

                        	
                          )

                          )

                          )

                          )

                          )

                          )

                          )

                          )

                          )

                          )

                        	
                           

                           

                           

                           

                           

                          
                            
      Howard
      Brooks Purvis

                        


                

                 

                
                  


                  
                    	
                            WITNESSED
      BY:

                             

                             

                              
      

                            Name

                             

                                  
                              
      

                            Address

                             

                              
      

                            Occupation

                          	
                            )

                            )

                            )

                            )

                            )

                            )

                            )

                            )

                            )

                            )

                          	
                             

                             

                             

                             

                             

                            
                              
      Michael
      A. Mallory

                             

                             

                             

                          


                  

                   

                   

                  
                    
                      	
                              WITNESSED
      BY:

                               

                               

                                
      

                              Name

                               

                                    
                                
      

                              Address

                               

                                
      

                              Occupation

                            	
                              )

                              )

                              )

                              )

                              )

                              )

                              )

                              )

                              )

                              )

                            	
                               

                               

                               

                               

                               

                              
                                
      Diesal
      Pilot Consulting, Ltd.
      
                                 

                                Per:                                                               

                                Authorized
      Signatory

                              

                               

                            


                    

                     

                    
                      
                         

                      

                      
                        35

                        
                          

                        

                      

                      
                         

                      

                    

                    
                      


                      
                        	
                                WITNESSED
      BY:

                                 

                                 

                                  
      

                                Name

                                 

                                      
                                  
      

                                Address

                                 

                                  
      

                                Occupation

                              	
                                )

                                )

                                )

                                )

                                )

                                )

                                )

                                )

                                )

                                )

                              	
                                 

                                 

                                 

                                 

                                 

                                
                                  
      Douglas
      R. Richardson

                              


                      

                       

                       

                      
                        
                          	
                                  WITNESSED
      BY:

                                   

                                   

                                    
      

                                  Name

                                   

                                        
                                    
      

                                  Address

                                   

                                    
      

                                  Occupation

                                	
                                  )

                                  )

                                  )

                                  )

                                  )

                                  )

                                  )

                                  )

                                  )

                                  )

                                	
                                   

                                   

                                   

                                   

                                  


                                  
                                    
      

                                  Carr & Associates,
      Inc.

                                   

                                  Per:                                                               

                                  Authorized
    Signatory

                                


                        

                         

                         

                        
                          
                            	
                                    WITNESSED
      BY:

                                     

                                     

                                      
      

                                    Name

                                     

                                          
                                      
      

                                    Address

                                     

                                      
      

                                    Occupation

                                  	
                                    )

                                    )

                                    )

                                    )

                                    )

                                    )

                                    )

                                    )

                                    )

                                    )

                                  	
                                     

                                     

                                     

                                     

                                     

                                    
                                      
      Peter
      Van Etten

                                  


                          

                           

                          
                            
                               

                            

                            
                              36

                              
                                

                              

                            

                            
                               

                            

                          

                           

                          
                            
                              	
                                      WITNESSED
      BY:

                                       

                                       

                                        
      

                                      Name

                                       

                                            
                                        
      

                                      Address

                                       

                                        
      

                                      Occupation

                                    	
                                      )

                                      )

                                      )

                                      )

                                      )

                                      )

                                      )

                                      )

                                      )

                                      )

                                    	
                                       

                                       

                                       

                                       

                                       

                                      
                                        
      Kagenobu
      Nakamoto

                                    


                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            	
                    WITNESSED
      BY:

                     

                     

                      
      

                    Name

                     

                          
                      
      

                    Address

                     

                      
      

                    Occupation

                  	
                    )

                    )

                    )

                    )

                    )

                    )

                    )

                    )

                    )

                    )

                  	
                     

                     

                     

                     

                     

                    
                      
      Billy
      Gene Strong

                  


          

          
             

             

            
              
                	
                        WITNESSED
      BY:

                         

                         

                          
      

                        Name

                         

                              
                          
      

                        Address

                         

                          
      

                        Occupation

                      	
                        )

                        )

                        )

                        )

                        )

                        )

                        )

                        )

                        )

                        )

                      	
                         

                         

                         

                         

                         

                        
                          
      David
      Stratton

                      


              

              
                 

                
                  
                     

                  

                  
                    37

                    
                      

                    

                  

                  
                     

                  

                

                 

                
                  
                    	
                            WITNESSED
      BY:

                             

                             

                              
      

                            Name

                             

                                  
                              
      

                            Address

                             

                              
      

                            Occupation

                          	
                            )

                            )

                            )

                            )

                            )

                            )

                            )

                            )

                            )

                            )

                          	
                             

                             

                             

                             

                             

                            
                              
      Craig
      Rider

                          


                  

                  
                     

                     

                    
                      
                        	
                                WITNESSED
      BY:

                                 

                                 

                                  
      

                                Name

                                 

                                      
                                  
      

                                Address

                                 

                                  
      

                                Occupation

                              	
                                )

                                )

                                )

                                )

                                )

                                )

                                )

                                )

                                )

                                )

                              	
                                 

                                 

                                 

                                 

                                 

                                
                                  
      Larry
      E. Lunger

                              


                      

                      
                         

                        
                          
                             

                          

                          
                            38

                            
                              

                            

                          

                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      SCHEDULE
1

       

      TO THE SHARE
EXCHANGE AGREEMENT

       

      AMONG LABURNUM
VENTURES INC., AGR STONE AND TOOLS USA, INC., AND THE SELLING SHAREHOLDERS AS
SET OUT IN THE SHARE EXCHANGE AGREEMENT

       

      THE
SELLING SHAREHOLDERS

       

      
        	
                Name

              	
                Address

              	
                Number
      of Priveco Shares held before Closing

              	
                Total
      Number of Pubco Shares to be issued by Pubco on Closing

              
	
                G.M.R.
      Rutherford

              	
                238 Lake View
      Circle

                Montgomery,
      Texas 77356

              	
                28,000,000

              	
                28,000,000

              
	
                John D.
      Kuykendall

              	
                100 Lido
      Circle, C-1

                Lakeway,
      Texas 78734

              	
                8,000,000

              	
                8,000,000

              
	
                M. Todd
      Rutherford

              	
                101
      Canterbury Green Drive

                Montgomery,
      Texas 77356

              	
                4,000,000

              	
                4,000,000

              
	
                Richard
      Smith

              	
                807-633
      Kinghorne Mews

                Vancouver,
      BC, V6Z3H3

              	
                4,000,000

              	
                4,000,000

              
	
                Ken
      Krohne

              	
                6735 E.
      County Road 350 N.

                Brownsburg,
      IN 46112

              	
                40,000

              	
                40,000

              
	
                Jeffery &
      Kendra Mallory

              	
                6735 E.
      County Road 350 N.

                Brownsburg,
      IN 46112

              	
                10,000

              	
                10,000

              
	
                Cedric
      McCullough

              	
                PO Box
      219

                Bainbridge,
      IN 46105

              	
                10,000

              	
                10,000

              
	
                Michael &
      Donielle Quinn

              	
                28 Gene
      Way

                St Peters, MO
      63376

              	
                82,040

              	
                82,040

              
	
                Steve P.
      Crouse

              	
                34 Lawson
      Farm Road

                Londonderry,
      NH 03053

              	
                57,140

              	
                57,140

              
	
                Charles G.
      Fitzpatrick

              	
                70 Saint Rose
      Street

                Jamacia
      Plain, MA 02130

              	
                20,000

              	
                20,000

              
	
                George
      Crouse

              	
                PO Box
      483

                Middleboro,
      MA 02346

              	
                8,160

              	
                8,160

              
	
                John P.
      Crouse

              	
                40 Apollo
      Road

                Bethel, CT
      06801

              	
                4,900

              	
                4,900

              
	
                Toby
      Schoch

              	
                40 Addicks
      Road

                Westwood, NJ
      07675

              	
                4,080

              	
                4,080

              
	
                Lutz
      Hahne

              	
                1515
      Baltusrol Drive

                Denver, NC
      28037

              	
                360,000

              	
                360,000

              
	
                John C.
      Hocut

              	
                205 G
      Lakeview Terrace

                Montgomery,
      Texas 77356

              	
                60,000

              	
                60,000

              
	
                Richard
      Grossman

              	
                121 Cape Town
      Lane

                Montgomery,
      Texas 77356

              	
                120,000

              	
                120,000

              
	
                Jordan G.
      Westropp

              	
                1587 Sheridan
      Road

                South Euclid,
      OH 44121

              	
                40,000

              	
                40,000

              
	
                Patrick V.
      Westropp

              	
                138 Elm
      Court

                Chargin
      Falls, OH 44022

              	
                40,000

              	
                40,000

              
	
                Terrill
      Purvis

              	
                2400 Cabana
      Court

                Peoria, IL
      61614

              	
                10,200

              	
                10,200

              
	
                Howard Brooks
      Purvis

              	
                239 Loren
      Drive

                Corrigan,
      Texas 75939

              	
                16,324

              	
                16,324

              
	
                Michael A.
      Mallory

              	
                5661 N. Banta
      Rd.

                Martinsville,
      IN 46151

              	
                20,408

              	
                20,408

              
	
                Diesal Pilot
      Consulting, Ltd.

              	
                19968 Cresent
      Court

                Montgomery,
      Texas 77356

              	
                163,264

              	
                163,264

              
	
                Douglas R.
      Richardson

              	
                61085 Ropp
      Lane

                Bend, Oregon
      97702

              	
                120,000

              	
                120,000

              
	
                Carr &
      Associates, Inc.

              	
                16502 N Dale
      Mabry Highway

                Tampa,
      Florida 33618

              	
                100,000

              	
                100,000

              
	
                Peter Van
      Etten

              	
                12118 Silver
      Creek Drive

                Houston,
      Texas 77070

              	
                100,000

              	
                100,000

              
	
                Kagenobu
      Nakamoto

              	
                16233 Summer
      Dawn Lane

                Houston,
      Texas 77095

              	
                50,000

              	
                50,000

              
	
                Billy Gene
      Strong

              	
                11520 FM
      2854

                Conroe, Texas
      77304

              	
                600,000

              	
                600,000

              
	
                David
      Stratton

              	
                8600 RR 620
      North #2040

                Austin, Texas
      78726

              	
                50,000

              	
                50,000

              
	
                Craig
      Rider

              	
                7828 Pat
      Booker Road #1114

                Live Oak,
      Texas 78233

              	
                50,000

              	
                50,000

              
	
                Larry E.
      Lunger

              	
                81 Lakeview
      Village

                Montgomery,
      Texas 77356

              	
                50,000

              	
                50,000

              
	 
    	 
    	 
    	 
    
	 
    	
                Total
      shares:

              	
                46,186,516

              	
                46,186,516

              


      

       

       

      
        
           

        

        
          39

          
            

          

        

        
           

        

      

      SCHEDULE
2 A

       

      TO THE SHARE
EXCHANGE AGREEMENT

       

      AMONG LABURNUM
VENTURES INC., AGR STONE AND TOOLS USA, INC.  AND THE SELLING
SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT

       

      CERTIFICATE
OF NON-U.S. SHAREHOLDER

       

      In connection with
the issuance of common stock (the “Pubco Shares”) of LABURNUM VENTURES INC., a
Nevada corporation (“Pubco”), to the undersigned, pursuant to that certain Share
Exchange Agreement dated July 21, 2009 (the “Agreement”), among Pubco, AGR STONE
AND TOOLS USA, INC., a Texas corporation (“Priveco”) and the shareholders of
Priveco as set out in the Agreement (each, a “Selling Shareholder”), the
undersigned Selling Shareholder hereby agrees, acknowledges, represents and
warrants that:

       

      1.           the
undersigned is not a “U.S. Person” as such term is defined by Rule 902 of
Regulation S under the United States Securities Act of 1933, as amended (“U.S.
Securities Act”) (the definition of which includes, but is not limited to, an
individual resident in the U.S. and an estate or trust of which any executor or
administrator or trust, respectively is a U.S. Person and any partnership or
corporation organized or incorporated under the laws of the U.S.);

       

      2.           none
of the Pubco Shares have been or will be registered under the U.S. Securities
Act, or under any state securities or “blue sky” laws of any state of the United
States, and may not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons, as that term is defined in Regulation S, except in
accordance with the provisions of Regulation S or pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in compliance with any applicable state and foreign
securities laws;

       

      3.           the
Selling Shareholder understands and agrees that offers and sales of any of the
Pubco Shares prior to the expiration of a period of one year after the date of
original issuance of the Pubco Shares (the one year period hereinafter referred
to as the “Distribution Compliance Period”) shall only be made in compliance
with the safe harbor provisions set forth in Regulation S, pursuant to the
registration provisions of the U.S. Securities Act or an exemption therefrom,
and that all offers and sales after the Distribution Compliance Period shall be
made only in compliance with the registration provisions of the U.S. Securities
Act or an exemption therefrom and in each case only in accordance with
applicable state and foreign securities laws;

       

      4.           the
Selling Shareholder understands and agrees not to engage in any hedging
transactions involving any of the Pubco Shares unless such transactions are in
compliance with the provisions of the U.S. Securities Act and in each case only
in accordance with applicable state and provincial securities laws;

       

      5.           the
Selling Shareholder is acquiring the Pubco 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 Pubco Shares in the United
States or to U.S. Persons;

       

      6.           the
Selling Shareholder has not acquired the Pubco Shares as a result of, and will
not itself engage in, any directed selling efforts (as defined in Regulation S
under the U.S. Securities Act) in the United States in respect of the Pubco
Shares which would include any activities undertaken for the purpose of, or that
could reasonably be expected to have the effect of, conditioning the market in
the United States for the resale of any of the Pubco Shares; provided, however,
that the Selling Shareholder may sell or otherwise dispose of the Pubco Shares
pursuant to registration thereof under the U.S. Securities Act and any
applicable state and provincial securities laws or under an exemption from such
registration requirements;

       

      
        
           

        

        
          40

          
            

          

        

        
           

        

      

       

       

      7.           the
statutory and regulatory basis for the exemption claimed for the sale of the
Pubco Shares, although in technical compliance with Regulation S, would not be
available if the offering is part of a plan or scheme to evade the registration
provisions of the U.S. Securities Act or any applicable state and provincial
securities laws;

       

      8.           Pubco
has not undertaken, and will have no obligation, to register any of the Pubco
Shares under the U.S. Securities Act;

       

      9.           Pubco
is entitled to rely on the acknowledgements, agreements, representations and
warranties and the statements and answers of the Selling Shareholder contained
in the Agreement and this Certificate, and the Selling Shareholder will hold
harmless Pubco from any loss or damage either one may suffer as a result of any
such acknowledgements, agreements, representations and/or warranties made by the
Selling Shareholder not being true and correct;

       

      10.         the
undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Pubco Shares and, with respect to applicable resale restrictions, is solely
responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions;

       

      11.         the
undersigned and the undersigned’s advisor(s) have had a reasonable opportunity
to ask questions of and receive answers from Pubco in connection with the
acquisition of the Pubco Shares under the Agreement, and to obtain additional
information, to the extent possessed or obtainable by Pubco without unreasonable
effort or expense;

       

      12.         the
books and records of Pubco were available upon reasonable notice for inspection,
subject to certain confidentiality restrictions, by the undersigned during
reasonable business hours at its principal place of business and that all
documents, records and books in connection with the acquisition of the Pubco
Shares under the Agreement have been made available for inspection by the
undersigned, the undersigned’s attorney and/or advisor(s);

       

      13.         the
undersigned:

       

      
        	
                 
      

              	
                (a)

              	
                is
      knowledgeable of, or has been independently advised as to, the applicable
      securities laws of the securities regulators having application in the
      jurisdiction in which the undersigned is resident (the “International
      Jurisdiction”) which would apply to the acquisition of the Pubco
      Shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      undersigned is acquiring the Pubco Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the undersigned is permitted to acquire the
      Pubco Shares under the applicable securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      applicable securities laws of the authorities in the International
      Jurisdiction do not require Pubco to make any filings or seek any
      approvals of any kind whatsoever from any securities regulator of any kind
      whatsoever in the International Jurisdiction in connection with the issue
      and sale or resale of the Pubco Shares;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      acquisition of the Pubco Shares by the undersigned does not
      trigger:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      obligation to prepare and file a prospectus or similar document, or any
      other report with respect to such purchase in the International
      Jurisdiction; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      continuous disclosure reporting obligation of Pubco in the International
      Jurisdiction; and

              


      

       

      the undersigned
will, if requested by Pubco, deliver to Pubco a certificate or opinion of local
counsel from the International Jurisdiction which will confirm the matters
referred to in Sections 13(c) and 13(d) above to the satisfaction of Pubco,
acting reasonably;

       

      
        
           

        

        
          41

          
            

          

        

        
           

        

      

       

      14.           the
undersigned (i) is able to fend for itself in connection with the acquisition of
the Pubco Shares; (ii) has such knowledge and experience in business matters as
to be capable of evaluating the merits and risks of its prospective investment
in the Pubco Shares; and (iii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such
investment;

       

      15.           the
undersigned is not aware of any advertisement of any of the Pubco Shares and is
not acquiring the Pubco Shares as a result of any form of general solicitation
or general advertising including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;

       

      16.           no
person has made to the undersigned any written or oral
representations:

       

      
        	
                 
      

              	
                (a)

              	
                that any
      person will resell or repurchase any of the Pubco
  Shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                that any
      person will refund the purchase price of any of the Pubco
      Shares;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                as to the
      future price or value of any of the Pubco Shares;
  or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                that any of
      the Pubco Shares will be listed and posted for trading on any stock
      exchange or automated dealer quotation system or that application has been
      made to list and post any of the Pubco Shares on any stock exchange or
      automated dealer quotation system, except that currently certain market
      makers make market in the common shares of Pubco on the OTC Bulletin
      Board;

              


      

       

      17.           none
of the Pubco Shares are listed on any stock exchange or automated dealer
quotation system and no representation has been made to the undersigned that any
of the Pubco Shares will become listed on any stock exchange or automated dealer
quotation system, except that currently certain market makers make market in the
common shares of Pubco on the OTC Bulletin Board;

       

      18.           the
undersigned is outside the United States when receiving and executing this
Agreement and is acquiring the Pubco Shares as principal for their own account,
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the Pubco
Shares;

       

      19.           neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Pubco Shares;

       

      20.           the
Pubco Shares are not being acquired, directly or indirectly, for the account or
benefit of a U.S. Person or a person in the United States;

       

      21.           the
undersigned acknowledges and agrees that Pubco shall refuse to register any
transfer of Pubco Shares not made in accordance with the provisions of
Regulation S, pursuant to registration under the U.S. Securities Act, or
pursuant to an available exemption from registration under the U.S. Securities
Act;

       

      22.           the
undersigned understands and agrees that the Pubco Shares will bear the following
legend:

       

      “THE SECURITIES
REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO
IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

       

      NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY
U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.”

       

      
        
           

        

        
          42

          
            

          

        

        
           

        

      

      


       

      23.           the
address of the undersigned included herein is the sole address of the
undersigned as of the date of this certificate.

       

      IN WITNESS WHEREOF,
I have executed this Certificate of Non-U.S. Shareholder.

       

      


       

      


       

      
        	
                 

                      
                  
      

                Signature

                 

                      
                  
      Print
      Name

                 

                      
                  
      Title
      (if applicable)

                 

                      
                  
      

                Address

                 

                      
                  
        

              	
                 

                Date: _________________________________,
      2009

              


      

       

       

       

      
        
           

        

        
          43

          
            

          

        

        
           

        

      

       

      


      SCHEDULE
2B

       

      TO THE SHARE
EXCHANGE AGREEMENT

       

      AMONG LABURNUM
VENTURES INC., AGR STONE AND TOOLS USA, INC., AND THE SELLING SHAREHOLDERS AS
SET OUT IN THE SHARE EXCHANGE AGREEMENT

       

      CERTIFICATE
OF U.S. SHAREHOLDER

       

      In connection with
the issuance of common stock (the “Pubco Shares”) of LABURNUM VENTURES INC., a
Nevada corporation (“Pubco”), to the undersigned, pursuant to that certain Share
Exchange Agreement dated July 21, 2009 (the “Agreement”), among Pubco, AGR STONE
AND TOOLS USA, INC., a Texas corporation (“Priveco”) and the shareholders of
Priveco as set out in the Agreement (each, a “Selling Shareholder”), the
undersigned Selling Shareholder hereby agrees, acknowledges, represents and
warrants that (please mark either a Category in Section #1 or the space next to
Section #2, whichever applies):

       

      1.           the
undersigned satisfies one or more of the categories of "Accredited Investors",
as defined by Regulation D promulgated under the United States Securities Act of
1933, as amended (the “U.S. Securities Act”), as indicated
below:  (Please initial in the space provide those categories, if any,
of an "Accredited Investor" which the undersigned satisfies.)

       

      
        	
                ______ 

                 

              	
                  Category
      1

              	
                An
      organization described in Section 501(c)(3) of the United States Internal
      Revenue Code, a corporation, a Massachusetts or similar business trust or
      partnership, not formed for the specific purpose of acquiring the Shares,
      with total assets in excess of
  US $5,000,000.

              


      

       

      
        	
                ______ 
      

              	
                  Category
      2

              	
                A natural
      person whose individual net worth, or joint net worth with that person's
      spouse, on the date of purchase exceeds
  US $1,000,000.

              


      

       

      
        	
                ______ 
      

              	
                  Category
      3

              	
                A natural
      person who had an individual income in excess of US $200,000 in each
      of the two most recent years or joint income with that person's spouse in
      excess of US $300,000 in each of those years and has a reasonable
      expectation of reaching the same income level in the current
      year.

              


      

       

      
        	
                ______ 
      

              	
                  Category
      4

              	
                A "bank" as
      defined under Section (3)(a)(2) of the 1933 Act or savings and loan
      association or other institution as defined in Section 3(a)(5)(A) of
      the Securities Act acting in its individual or fiduciary capacity; a
      broker dealer registered pursuant to Section 15 of the Securities Exchange Act of
      1934 (United States); an insurance company as defined in
      Section 2(13) of the 1933 Act; an investment company registered under
      the Investment Company
      Act of 1940 (United States) or a business development company as
      defined in Section 2(a)(48) of such Act; a Small Business Investment
      Company licensed by the U.S. Small Business Administration under
      Section 301(c) or (d) of the Small Business Investment Act
      of 1958 (United States); a plan with total assets in excess of
      $5,000,000 established and maintained by a state, a political subdivision
      thereof, or an agency or instrumentality of a state or a political
      subdivision thereof, for the benefit of its employees; an employee benefit
      plan within the meaning of the Employee Retirement Income
      Security Act of 1974 (United States) whose investment decisions are
      made by a plan fiduciary, as defined in Section 3(21) of such Act,
      which is either a bank, savings and loan association, insurance company or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of $5,000,000, or, if a self-directed plan, whose
      investment decisions are made solely by persons that are accredited
      investors.

              


      

       

      
        	
                ______ 
      

              	
                  Category
      5

              	
                A private
      business development company as defined in Section 202(a)(22) of the
      Investment Advisers Act
      of 1940 (United States).

              


      

       

      
        	
                ______ 
      

              	
                  Category
      6

              	
                A director or
      executive officer of the Company.

              


      

       

      
        	
                ______ 
      

              	
                  Category
      7

              	
                A trust with
      total assets in excess of $5,000,000, not formed for the specific purpose
      of acquiring the Shares, whose purchase is directed by a sophisticated
      person as described in Rule 506(b)(2)(ii) under the 1933
      Act.

              


      

       

      
        	
                ______ 
      

              	
                  Category
      8

              	
                An entity in
      which all of the equity owners satisfy the requirements of one or more of
      the foregoing categories.

              


      

       

      Note that for any
of the Selling Shareholders claiming to satisfy one of the above categories of
Accredited Investor may be required to supply the Company with a balance sheet,
prior years' federal income tax returns or other appropriate documentation to
verify and substantiate the Subscriber's status as an Accredited
Investor.

       

      If the Selling
Shareholder is an entity which initialled Category 8 in reliance upon the
Accredited Investor categories above, state the name, address, total personal
income from all sources for the previous calendar year, and the net worth
(exclusive of home, home furnishings and personal automobiles) for each equity
owner of the said entity:

       

      
        
           

        

        
          44

          
            

          

        

        
           

        

      

      ________________________________________________________________________________

      2.         _________ The
Selling Shareholder understands and acknowledges that (a) the Shares are being
offered and sold under one or more of the exemptions from registration provided
for in Section 4(2) of the  Securities  Act of
1993,  as  amended  (the  "Securities  Act"),  including
any applicable state securities laws, (b) the Selling Shareholder has reviewed
the confidential business plan of the Company or such
other  material  documents  of the Company as
the  undersigned  has deemed necessary
or  appropriate  for purposes of purchasing the Shares,
including this agreement (collectively, the "Offering Documents"); and (c) this
transaction has not been  reviewed or  approved by the
United  States  Securities  and  Exchange
Commission or by any regulatory authority charged with the administration of the
securities laws of any state or foreign country.

      


      (a) Sophistication of Selling
Shareholder. The Selling Shareholder either (i) has a preexisting
personal or business  relationship with the Company or its
controlling  persons, such as would enable a reasonably prudent
Selling Shareholder to be aware of the character
and  general  business  and  financial  circumstances  of  the  Company  or  its
controlling  persons,  or (ii) by reason of the Selling
Shareholder's business or financial
experience,  individually  or in conjunction  with
the  Selling Shareholder's  unaffiliated professional
advisors who are not compensated by the Company or any affiliate or selling
agent of the Company,  directly or indirectly,  is capable
of evaluating the  merits  and  risks of
an  investment  in
the  Shares,  making  an  informed
investment  decision and  protecting  the Selling
Shareholder's own interests in connection with the transactions contemplated
hereby.

      


      (b) Suitability.  The
Selling Shareholder  understands and has fully  considered
for purposes of this investment the risks of this  investment
and  understands  that (i)
this  investment  is suitable  only for an Selling
Shareholder  who is able to bear the
economic  consequences  of losing the  Selling
Shareholder's  entire  investment;  (ii) the
Company is a start-up  enterprise with no
significant  operating history;  (iii) the purchase of the
Shares is
a  speculative  investment  which  involves
a high degree of risk of loss by the Selling Shareholder of the Selling
Shareholder's entire investment,  and (iv) there are substantial
restrictions on the  transferability  of, and there will be
no public market for, the Shares, and  accordingly,  it may
not be  possible  for the  Selling Shareholder
to  liquidate  the Selling Shareholder's investment in the
Shares.

      


      (c) Lack of
Liquidity.  The Selling Shareholder is able (i) to bear the
economic risk of this investment, (ii) to hold the Shares for an indefinite
period of time, and (iii) to afford a complete loss of the Selling Shareholder's
investment; and represents that the Selling Shareholder has sufficient liquid
assets so that the lack of liquidity associated with this investment will not
cause any undue financial difficulties or affect the Selling Shareholder's
ability to provide for the Selling Shareholder's current needs and possible
financial contingencies.

      


      (d) Access to Information. The
Selling Shareholder, in making the Selling Shareholder's decision to purchase
the Shares, has relied solely upon
independent  investigations  made by the Selling Shareholder
and the  representations and warranties of the Company contained
herein and the  Selling Shareholder  has been given
(i)  access to all  material  books and records of
the Company;  (ii) access to
all  material  contracts  and  documents
relating to this offering;  and (iii) an opportunity to ask questions
of, and to
receive  answers  from,  the  appropriate  executive  officers
and other persons acting  on  behalf  of
the  Company  concerning  the  Company  and
the terms and conditions of this offering,  and to obtain any
additional  information,  to the
extent  such  persons  possess  such  information  or  can  acquire  it  without
unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of
the information set forth in the Offering Documents.  The Selling
Shareholder acknowledges that no valid  request to the Company by
the  Selling
Shareholder  for  information  of any kind
about  the  Company  has
been  refused  or  denied  by
the  Company  or  remains unfulfilled as of the
date thereof.

      


      (e)  Investment Intent. The Shares
are being acquired by the Selling Shareholder solely for the Selling
Shareholder's own personal  account,  for
investment  purposes only, and not with a view to,  or
in  connection  with,  any  resale  or  distribution
thereof; the Selling Shareholder has no contract,
undertaking,  understanding, agreement or
arrangement,  formal or informal, with any person to sell, transfer or
pledge to any  person the Shares for which the  Selling
Shareholder  hereby  subscribes,  or any part
thereof, any interest  therein or any
rights  thereto;  the Selling Shareholder has no
present  plans to enter into any such
contract,  undertaking,  agreement
or  arrangement;  and the Selling Shareholder understands
the legal consequences of the foregoing representations and
warranties  to mean  that  the  Selling
Shareholder  must  bear  the  economic  risk
of the investment  for an  indefinite  period of
time  because the Shares have not been registered  under the
Securities Act and applicable  state  securities laws and,
therefore,  cannot be sold unless  they
are  subsequently  registered  under the
Securities Act and
applicable  state  securities  laws (which the
Company is not obligated, and has no current intention, to do) or unless an
exemption from such registration is available.

      


      (k) No Brokers. The Selling
Shareholder has not engaged any broker, dealer, finder, commission agent or
other similar person in connection with the offer, offer for sale, or sale of
the Shares and is not under any obligation to pay any broker's fee or commission
in connection with the Selling Shareholder's investment.

      


      (l) Securities Act Compliance. The
Selling Shareholder understands that the Shares have not
been  registered  under
the  Securities  Act,  by reason of
a  specific exemption  under the provisions of the
Securities Act which depends in part upon the investment  intent and
the aforesaid  representations  and warranties of the
Selling Shareholder and that, in issuing the Shares to the Selling Shareholder,
the Company is relying upon said representations and warranties. The Selling
Shareholder also understands that any routine sales of the Shares in reliance
upon Rule 144 under the Securities Act, if the provisions of such Rule should
then be available as to the Shares, can be made only after the holding period
specified in the Rule, in limited amounts, and
in  accordance  with all the terms and  conditions
of that Rule and that, in the case of securities  to which that Rule
is not  applicable,  compliance  with Regulation A
under the Securities Act or some other  exemption will be required.
The Selling Shareholder understands that Rule 144 is not now available as to the
Shares. The Selling Shareholder understands that the Company is under no
obligation to register the Shares  or
to  comply  with  Regulation  A
or  any  other  exemption  under  the
Securities  Act or to supply
any  information  necessary to permit routine sales under
Rule 144. The Selling Shareholder understands that the Company may, if it so
desires, permit the transfer of the Shares only when such shares are the subject
of an effective registration statement under the Securities Act or when the
Company has received an opinion of counsel that such registration is not
required under the Securities  Act. The Selling Shareholder agrees to
furnish such documentation and undertakings as the Company and its counsel may
reasonably require in connection with any such opinion, whether under Rule 144
or some specific exemption under the Act.

       

      
        
           

        

        
          45

          
            

          

        

        
           

        

      

       

      3.           none
of the Pubco Shares have been or will be registered under the U.S. Securities
Act, or under any state securities or “blue sky” laws of any state of the United
States, and may not be offered or sold in the United States or, directly or
indirectly, to U.S. Persons, as that term is defined in Regulation S, except in
accordance with the provisions of Regulation S or pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and in compliance with any applicable state and foreign
securities laws;

       

      4.           the
Selling Shareholder understands and agrees that offers and sales of any of the
Pubco Shares shall be made only in compliance with the registration provisions
of the U.S. Securities Act or an exemption therefrom and in each case only in
accordance with applicable state and foreign securities laws;

       

      5.           the
Selling Shareholder understands and agrees not to engage in any hedging
transactions involving any of the Pubco Shares unless such transactions are in
compliance with the provisions of the U.S. Securities Act and in each case only
in accordance with applicable state and provincial securities laws;

       

      6.           the
Selling Shareholder is acquiring the Pubco 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 Pubco Shares in the United
States or to U.S. Persons;

       

      7.           Pubco
has not undertaken, and will have no obligation, to register any of the Pubco
Shares under the U.S. Securities Act;

       

      8.           Pubco
is entitled to rely on the acknowledgements, agreements, representations and
warranties and the statements and answers of the Selling Shareholder contained
in the Agreement and this Certificate, and the Selling Shareholder will hold
harmless Pubco from any loss or damage either one may suffer as a result of any
such acknowledgements, agreements, representations and/or warranties made by the
Selling Shareholder not being true and correct;

       

      9.           the
undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Pubco Shares and, with respect to applicable resale restrictions, is solely
responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions;

       

      10.           the
undersigned and the undersigned’s advisor(s) have had a reasonable opportunity
to ask questions of and receive answers from Pubco in connection with the
acquisition of the Pubco Shares under the Agreement, and to obtain additional
information, to the extent possessed or obtainable by Pubco without unreasonable
effort or expense;

       

      11.           the
books and records of Pubco were available upon reasonable notice for inspection,
subject to certain confidentiality restrictions, by the undersigned during
reasonable business hours at its principal place of business and that all
documents, records and books in connection with the acquisition of the Pubco
Shares under the Agreement have been made available for inspection by the
undersigned, the undersigned’s attorney and/or advisor(s);

       

      
        
           

        

        
          46

          
            

          

        

        
           

        

      

      12.           the
undersigned:

       

      
        	
                 
      

              	
                (a)

              	
                is
      knowledgeable of, or has been independently advised as to, the applicable
      securities laws of the securities regulators having application in the
      jurisdiction in which the undersigned is resident (the “International
      Jurisdiction”) which would apply to the acquisition of the Pubco
      Shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      undersigned is acquiring the Pubco Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, the undersigned is permitted to acquire the
      Pubco Shares under the applicable securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      applicable securities laws of the authorities in the International
      Jurisdiction do not require Pubco to make any filings or seek any
      approvals of any kind whatsoever from any securities regulator of any kind
      whatsoever in the International Jurisdiction in connection with the issue
      and sale or resale of the Pubco Shares;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      acquisition of the Pubco Shares by the undersigned does not
      trigger:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      obligation to prepare and file a prospectus or similar document, or any
      other report with respect to such purchase in the International
      Jurisdiction; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      continuous disclosure reporting obligation of Pubco in the International
      Jurisdiction; and

              


      

       

      the undersigned
will, if requested by Pubco, deliver to Pubco a certificate or opinion of local
counsel from the International Jurisdiction which will confirm the matters
referred to in Sections 11(c) and 11(d) above to the satisfaction of Pubco,
acting reasonably;

       

      13.           the
undersigned (i) is able to fend for itself in connection with the acquisition of
the Pubco Shares; (ii) has such knowledge and experience in business matters as
to be capable of evaluating the merits and risks of its prospective investment
in the Pubco Shares; and (iii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such
investment;

       

      14.           the
undersigned is not aware of any advertisement of any of the Pubco Shares and is
not acquiring the Pubco Shares as a result of any form of general solicitation
or general advertising including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;

       

      15.           no
person has made to the undersigned any written or oral
representations:

       

      
        	
                 
      

              	
                (a)

              	
                that any
      person will resell or repurchase any of the Pubco
  Shares;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                that any
      person will refund the purchase price of any of the Pubco
      Shares;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                as to the
      future price or value of any of the Pubco Shares;
  or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                that any of
      the Pubco Shares will be listed and posted for trading on any stock
      exchange or automated dealer quotation system or that application has been
      made to list and post any of the Pubco Shares on any stock exchange or
      automated dealer quotation system, except that currently certain market
      makers make market in the common shares of Pubco on the OTC Bulletin
      Board;

              


      

       

      
        
           

        

        
          47

          
            

          

        

        
           

        

      

      16.           none
of the Pubco Shares are listed on any stock exchange or automated dealer
quotation system and no representation has been made to the undersigned that any
of the Pubco Shares will become listed on any stock exchange or automated dealer
quotation system, except that currently certain market makers make market in the
common shares of Pubco on the OTC Bulletin Board;

       

      17.           the
undersigned is acquiring the Pubco Shares as principal for their own account,
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the Pubco
Shares;

       

      18.           neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Pubco Shares;

       

      19.           the
undersigned acknowledges and agrees that Pubco shall refuse to register any
transfer of Pubco Shares not made in accordance with the provisions of
Regulation S, pursuant to registration under the U.S. Securities Act, or
pursuant to an available exemption from registration under the U.S. Securities
Act;

       

      20.           the
undersigned understands and agrees that the Pubco Shares will bear the following
legend:

       

      “NONE OF THE
SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT.  “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.”

       

      21.           the
address of the undersigned included herein is the sole address of the
undersigned as of the date of this certificate.

       

      IN WITNESS WHEREOF,
I have executed this Certificate of U.S. Shareholder.

       

       

      
        
          	
                   

                        
                    
      

                  Signature

                   

                        
                    
      Print
      Name

                   

                        
                    
      Title
      (if applicable)

                   

                        
                    
      

                  Address

                   

                        
                    
        

                	
                   

                  Date: _________________________________,
      2009

                


        

         

         

        
          
             

          

          
            48

            
              

            

          

          
             

          

        



      SCHEDULE
3

       

      TO THE SHARE
EXCHANGE AGREEMENT

       

      AMONG LABURNUM
VENTURES INC., AGR STONE AND TOOLS USA, INC., AND THE SELLING SHAREHOLDERS AS
SET OUT IN THE SHARE EXCHANGE AGREEMENT

       

      NATIONAL
INSTRUMENT 45-106 INVESTOR QUESTIONNAIRE

       

      The purpose of this
Questionnaire is to assure LABURNUM VENTURES INC. (“Pubco”) that the Selling
Shareholders will meet certain requirements for the registration and prospectus
exemptions provided for under National Instrument 45-106 (“NI 45-106”), as
adopted by the British Columbia Securities Commission in respect to the issuance
of the Pubco Shares pursuant to the Transaction.  Pubco will rely on
the information contained in this Questionnaire for the purposes of such
determination.

       

      The undersigned
Selling Shareholder covenants, represents and warrants to Pubco
that:

       

      
        1. the Selling
Shareholder is (check one or more of the following boxes):

         

      

      
        	
                (a)

              	
                a director,
      executive officer, employee or control person of Pubco or an affiliate of
      Pubco

              	 o
	
                (b)

              	
                a spouse,
      parent, grandparent, brother, sister or child of a director, executive
      officer or control person of Pubco or an affiliate of
Pubco

              	 o 
	
                (c)

              	
                a parent,
      grandparent, brother, sister or child of the spouse of a director,
      executive officer or control person of Pubco or an affiliate of
      Pubco

              	 o 
	
                (d)

              	
                a close
      personal friend of a director, executive officer or control person of
      Pubco or an affiliate of Pubco

              	 o
	
                (e)

              	
                a close
      business associate of a director, executive officer or control person of
      Pubco or an affiliate of Pubco

              	 o 
	
                (f)

              	
                a founder of
      Pubco or a spouse, parent, grandparent, brother, sister, child, close
      personal friend or close business associate of a founder of
      Pubco

              	 o 
	
                (g)

              	
                a parent,
      grandparent, brother, sister or child of the spouse of a founder of
      Pubco

              	 o 
	
                (h)

              	
                a company,
      partnership or other entity which a majority of the voting securities are
      beneficially owned by, or a majority of the directors are, persons or
      companies as described in paragraphs (a) to (g) above

              	 o 
	
                (i)

              	
                purchasing
      the Pubco Shares as principal with an aggregate value of more than
      CDN$150,000

              	 o
	
                (j)

              	
                an accredited
      investor

              	 o
   


      

       

      
        2. if the Selling
Shareholder has checked one or more of boxes b, c, d, e, f, g or h in section 1
above, the director(s), executive officer(s), control person(s) or founder(s) of
Pubco with whom the Selling Shareholder has the relationship
is:

      

      
        	 
    
	 
    
	 
    


      

       

      (Instructions
to Selling Shareholder:  fill in the name of each director, executive
officer, founder and control person which you have the above-mentioned
relationship with.  If you have checked box h, also indicate which of
a to g describes the securityholders or directors which qualify you as box h and
provide the names of those individuals.  Please attach a separate page
if necessary).

       

      
        
           

        

        
          49

          
            

          

        

        
           

        

      

       

      
        3. If the Subscriber
has ticked box j in section 1 above, the Selling Shareholder acknowledges and
agrees that Pubco shall not consider the Selling Shareholder’s request for Pubco
Shares for acceptance unless the undersigned provides to
Pubco:

      

       

      
        	 	(i)	the
      information required in sections 4 and 5; and
	 	 	 
	
                 
      

              	
                (ii)

              	
                such other
      supporting documentation that Pubco or its legal counsel may request to
      establish the Selling Shareholder’s qualification as an Accredited
      Investor;

              


      

       

      
        4. the Selling
Shareholder has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the Transaction and the
Selling Shareholder is able to bear the economic risk of loss arising from such
Transaction;

      

       

      
        5. the Selling
Shareholder satisfies one or more of the categories of “accredited investor” (as
that term is defined in NI 45-106) indicated below (please check the appropriate
box):

      

       

      
        	
                 
      

              	 o	
                an
      individual who, either alone or with a spouse, beneficially owns, directly
      or indirectly, financial assets (as defined in NI 45-106) having an
      aggregate realizable value that, before taxes, but net of any related
      liabilities, exceeds CDN$1,000,000;

              


      

       

      
        	
                 
      

              	 o	
                an
      individual whose net income before taxes exceeded CDN$200,000 in each of
      the two most recent calendar years or whose net income before taxes
      combined with that of a spouse exceeded CDN$300,000 in each of those years
      and who, in either case, reasonably expects to exceed that net income
      level in the current calendar year;

              


      

       

      
        	
                 
      

              	 o	
                an
      individual who, either alone or with a spouse, has net assets of at least
      CDN$5,000,000;

              


      

       

      
        	
                 
      

              	 o	
                an
      entity, other than an individual or investment fund, that has net assets
      of at least CDN$5,000,000 as shown on its most recently prepared financial
      statements;

              


      

       

      
        	
                 
      

              	 o	
                an
      entity registered under the securities legislation of a jurisdiction of
      Canada as an advisor or dealer, other than a person registered solely as a
      limited market dealer under one or both of the Securities
      Act (British Columbia) or the Securities
      Act (Newfoundland and Labrador), or any entity organized in a
      foreign jurisdiction that is analogous to any such person or entity;
      or

              


      

       

      
        	
                 
      

              	 o	
                an entity in
      respect of which all of the owners of interests, direct, indirect or
      beneficial, except the voting securities required by law to be owned by
      directors, are persons or companies that are accredited
      investors.

              


      

       

      The Selling
Shareholder acknowledges and agrees that the Selling Shareholder may be required
by Pubco to provide such additional documentation as may be reasonably required
by Pubco and its legal counsel in determining the Selling Shareholder’s
eligibility to acquire the Pubco Shares under relevant securities
legislation.

       

      
        
           

        

        
          50

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF,
the undersigned has executed this Questionnaire as of the ____ day of__________,
2009.

       

       

      ____________________________________

      Signature

       

      ____________________________________

      Print
Name

       

       

      ____________________________________

       

      Title (if
applicable)

       

       

      
        
           

        

        
          51

          
            

          

        

        
           

        

      

       

      


      SCHEDULE
4 

       

      TO THE SHARE
EXCHANGE AGREEMENT

       

      AMONG LABURNUM
VENTURES INC., AGR STONE AND TOOLS USA, INC., AND THE SELLING SHAREHOLDERS AS
SET OUT IN THE SHARE EXCHANGE AGREEMENT

       

      DIRECTORS
AND OFFICERS OF PRIVECO

       

      


      
        	
                Directors:

              
	
                G.M. Rock
      Rutherford

              
	
                John
      Kuykendall

              
	
                M. Todd
      Rutherford

              
	 
    
	
                Officers:

              
	
                G.M. Rock
      Rutherford – President, Chief Executive Officer

              
	
                John
      Kuykendall – Vice President, Chief Financial Officer, Principal Accounting
      Officer, Secretary and Treasurer

              
	
                M. Todd
      Rutherford – Vice President, Chief Operations
  Officer

              


      

       

      


      
        
           

        

        
          52

          
            

          

        

        
           

        

      

       

      SCHEDULE
5

       

      TO THE SHARE
EXCHANGE AGREEMENT

       

      AMONG LABURNUM
VENTURES INC., AGR STONE AND TOOLS USA, INC., AND THE SELLING SHAREHOLDERS AS
SET OUT IN THE SHARE EXCHANGE AGREEMENT

       

      DIRECTORS
AND OFFICERS OF PUBCO

       

      


      
        	
                Directors:

              
	
                Thomas
      Brown

              
	 
    
	
                Officers:

              
	
                Name

              	
                Office

              
	
                Thomas
      Brown

              	
                President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary and Treasurer

              


      

       

       

      
        
           

        

        
          53

          
            

          

        

        
           

        

      

       

      SCHEDULE
6

       

      TO THE SHARE
EXCHANGE AGREEMENT

       

      AMONG LABURNUM
VENTURES INC., AGR STONE AND TOOLS USA, INC., AND THE SELLING SHAREHOLDERS AS
SET OUT IN THE SHARE EXCHANGE AGREEMENT

       

      PRIVECO
INTELLECTUAL PROPERTY

       

      54