Smart-Tek Solutions Inc.: Exhibit 10.13 - Filed by newsfilecorp.com






AMENDED SHARE PURCHASE AGREEMENT

 

Between

SMART-TEK SOLUTIONS INC.

and

PERRY LAW

August 9, 2010




TABLE OF CONTENTS

	1.
      	INTERPRETATION
      	1
      
	1.1
      	     DEFINITIONS
      	1
      
	1.2
      	   
       HEADINGS
      	2
      
	1.3
      	     SECTION
      REFERENCES 	2
      
	1.4
      	   
       NUMBER
      AND GENDER 	2
      
	1.5
      	     TIME
      OF DAY 	2
      
	1.6
      	   
       USE
      OF THE WORD "INCLUDING" 	3
      
	1.7
      	     CURRENCY
      	3
      
	1.8
      	   
       ACCOUNTING
      TERMS 	3
      
	1.9
      	     GOVERNING
      LAW 	3
      
	2.
      	SHARE
      TRANSFERS 	3
      
	2.1
      	     PURCHASE
      AND SALE OF PURCHASED SHARES 	3
      
	2.2
      	   
       PAYMENT
      OF PURCHASE PRICE 	3
      
	3.
      	REPRESENTATIONS
      AND WARRANTIES 	4
      
	3.1
      	   
       VENDOR'S
      REPRESENTATIONS AND WARRANTIES 	4
      
	3.2
      	     PURCHASER'S
      REPRESENTATIONS AND WARRANTIES 	5
      
	4.
      	CONDITIONS
      TO OBLIGATION OF THE PURCHASER 	7
      
	4.1
      	     CONDITIONS
      TO OBLIGATION OF THE PURCHASER 	7
      
	5.
      	CONDITIONS
      TO OBLIGATION OF THE VENDOR 	7
      
	5.1
      	     CONDITIONS
      TO OBLIGATION OF THE VENDOR 	7
      
	6.
      	CLOSING
      	8
      
	6.1
      	     TIME
      AND PLACE OF CLOSING 	8
      
	6.2
      	   
       VENDOR'S
      CLOSING DELIVERIES 	8
      
	6.3
      	     PURCHASER'S
      CLOSING DELIVERIES 	8
      
	6.4
      	   
       TERMS
      OF CLOSING 	8
      
	7.
      	SURVIVAL
      OF REPRESENTATIONS, WARRANTIES AND COVENANTS 	9
      
	7.1
      	   
       SURVIVAL
      OF REPRESENTATIONS, WARRANTIES AND COVENANTS 	9
      
	8.
      	INDEMNIFICATION
      	9
      
	8.1
      	   
       INDEMNITY
      	9
      
	8.2
      	     NOTICE
      OF CLAIM 	9
      
	8.3
      	   
       DIRECT
      CLAIMS 	9
      
	8.4
      	     THIRD
      PARTY CLAIMS 	10
      
	8.5
      	   
       SETTLEMENT
      OF THIRD PARTY CLAIMS 	10
      
	8.6
      	     TAX
      ADJUSTMENTS 	11
      
	8.7
      	   
       BENEFIT
      OF INSURANCE 	11
      
	9.
      	GENERAL
      PROVISIONS 	11
      
	9.1
      	   
       TERMINATION
      	11
      






ii

	9.2
      	NOTICES
      	11
      
	9.3
      	ENTIRE
      AGREEMENT 	12
      
	9.4
      	WAIVER
      AND CONSENT 	12
      
	9.5
      	AMENDMENTS
      	12
      
	9.6
      	ASSIGNMENTS
      	12
      
	9.7
      	BINDING
      EFFECT 	12
      
	9.8
      	TIME
      OF ESSENCE 	12
      
	9.9
      	NO
      ADVERSE INTERPRETATION OF OTHER AGREEMENTS 	13
      
	9.10
      	NO
      RECOURSE AGAINST OTHERS 	13
      
	9.11
      	COSTS
      AND EXPENSES 	13
      
	9.12
      	FURTHER
      ASSURANCES 	13
      
	9.13
      	COUNTERPARTS
      	13
      
	9.14
      	SEVERABILITY
      	14
      






AMENDED SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made this 9th day of August, 2010.

BETWEEN:

SMART-TEK SOLUTIONS INC.,
a corporation incorporated under 
the laws of the State of Nevada with an
address for business at 3702 
South Virginia Street, Suite G12-401 Reno, NV
89502

(the "Vendor")

AND:

PERRY LAW, a businessman
with an address for business at Unit 10-
11720 Voyageur Way, Richmond, B.C.
V6X 3G9

(the "Purchaser")

WHEREAS the Parties wish to carry-out the transactions
set out herein, including without limitation the purchase and sale of the
Purchased Shares (as such term is defined herein), upon the terms and conditions
of this Agreement.

NOW THEREFORE in consideration of the mutual premises,
covenants and agreements in this Agreement, and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
the Parties), the Parties agree as follows:

1.     
       INTERPRETATION

1.1          
Definitions

In this Agreement:

	 	(a) 	
      "Agreement" means this agreement and any recitals
      and schedules to this agreement, as amended, supplemented or restated from
      time to time;

	 	 	 
	 	(b) 	
      "Business Day" means any day other than Saturday,
      Sunday or any statutory holiday in Vancouver, British Columbia,
    Canada;

	 	 	 
	 	(c) 	
      "Closing Date" means the earlier of: (i)
      ___________, 2010; (ii) three (3) Business Days following the satisfaction
      or waiver of all conditions precedent hereunder; or (iii) such other date
      as the Parties may mutually agree to;

	 	 	 
	 	(d) 	
      "Closing" means the completion of the transfer of
      the Purchased Shares from the Vendor to the Purchaser and the completion
      of the other ancillary transactions set out herein in accordance with the
      terms of this Agreement;

	 	 	 
	 	(e) 	
      "Effective Date" means _____________,
  2010;

	 	 	 
	 	(f) 	
      "Fairness Opinion" has the meaning ascribed
      thereto in Section 3.1(i) hereof;







2

	 	(g) 	
      "GAAP" means generally accepted accounting
      principles in effect in the United States;

	 	 	 
	 	(h) 	
      "Loan" means the unsecured loans in the aggregate
      principal amount of $821,756 granted by the Purchaser to the
  Vendor;

	 	 	 
	 	(i) 	
      "Parties" means the parties to this Agreement and
      "Party" means any one of them;

	 	 	 
	 	(j) 	
      "Purchase Price" means an aggregate amount of
      $821,757;

	 	 	 
	 	(k) 	
      "Purchaser Release" means a release and discharge
      to be granted by the Purchaser in favour of the Vendor, substantially in
      the form attached as Schedule A hereto;

	 	 	 
	 	(l) 	
      "Purchased Shares" means the SCI Shares;

	 	 	 
	 	(m) 	
      "Purchaser" means Perry Law;

	 	 	 
	 	(n) 	
      "Richardson Patel Litigation" means the
      litigation, claims and proceedings currently being instituted, or which in
      the future may be instituted, by Richardson Patel LLP against the
      Vendor;

	 	 	 
	 	(o) 	
      “SCI” means Smart-Tek Communications Inc., a
      British Columbia corporation;

	 	 	 
	 	(p) 	
      "SCI Shares" means 100 common shares in the
      capital of SCI owned by the Vendor;

	 	 	 
	 	(q) 	
      "Smart-Tek Shares" means 32,814 shares of common
      stock in the capital of the Vendor beneficially owned by the Purchaser;
      and

	 	 	 
	 	(r) 	
      "Vendor" means Smart-Tek Solutions Inc., a Nevada
      corporation.



1.2          
Headings

The division of this Agreement into sections and the insertion
of headings are for convenience only and do not form a part of this Agreement
and will not be used to interpret, define or limit the scope, extent or intent
of this Agreement.

1.3          
Section References

Unless otherwise specified, references in this Agreement to
sections are to sections of this Agreement.

1.4          
Number and Gender

Unless otherwise specified, words importing the singular
include the plural and vice versa and words importing gender include all
genders.

1.5          
Time of Day

Unless otherwise specified, references to time of day or date
mean the local time or date in Vancouver, British Columbia.




3

1.6          
Use of the Word "Including"

The word "including" when following any general term or
statement will not be construed as limiting the general term or statement to the
specific matter immediately following the word "including" or to similar
matters, and the general term or statement will be construed as referring to all
matters that reasonably could fall within the broadest possible scope of the
general term or statement.

1.7          
Currency

All references to amounts of money mean lawful currency of the
United States unless otherwise specified.

1.8          
Accounting Terms

An accounting term which is not otherwise defined has the
meaning assigned to it, and all accounting matters will be determined, in
accordance with GAAP consistently applied.

1.9          
Governing Law

This Agreement and each of the documents contemplated by or
delivered under or in connection with this Agreement are governed exclusively
by, and are to be enforced, construed and interpreted exclusively in accordance
with, the laws of the Province of British Columbia and the laws of Canada
applicable therein, which will be deemed to be the proper law of this Agreement.
The Parties hereby agree that any action or proceeding related to this Agreement
or the transactions contemplated herein shall be brought in a court of competent
jurisdiction in the Province of British Columbia and for that purpose hereby
attorn and submit to the jurisdiction of such British Columbia court.

2.            
SHARE TRANSFERS

2.1          
Purchase and Sale of Purchased Shares

Subject to and in accordance with the terms and conditions set
forth in this Agreement, at Closing, but effective as of the Effective Date, the
Vendor hereby agrees to sell, assign and transfer the Purchased Shares to the
Purchaser and the Purchaser hereby agrees to purchase the Purchased Shares.

2.2          
Payment of Purchase Price

The Purchaser shall pay and fully satisfy the Purchase Price
payable to the Vendor on Closing as follows:

	 	(a) 	
      $821,756 of the Purchase Price shall be paid and
      satisfied by setting-off the Vendor's indebtedness to the Purchaser
      pursuant to a Loan, including all accrued and unpaid interest there under
      up to the Closing Date, against the Purchase Price;

	 	 	 
	 	(b) 	
      $1.00 of the Purchase Price shall be paid by the
      Purchaser transferring the Smart-Tek Shares to the Vendor as provided for
      in Section 6.3 hereof; and

	 	 	 
	 	(c) 	
      Purchaser consents to the cancellation of any outstanding
      options beneficially owned by him.

	 	 	 
	 	(d) 	
      Purchaser agrees to transfer all preferred shares of the
      Vendor beneficially owned by the purchaser as provided for in Section 6.3
      hereof.







4

3.            
REPRESENTATIONS AND WARRANTIES

3.1          
Vendor's Representations and Warranties

The Vendor represents and warrants to the Purchaser as follows
and acknowledges that the Purchaser is relying on such representations and
warranties in connection with the transactions set out herein:

	 	(a) 	
      Organization and Power - the Vendor is a company
      duly incorporated and validly existing under the laws of the State of
      Nevada and has the power, authority and capacity to enter into this
      Agreement on the terms and conditions herein set forth and to carry out
      the transactions contemplated by this Agreement;

	 	 	 
	 	(b) 	
      Due Authorization - the execution and delivery of
      this Agreement and the consummation of the transactions contemplated
      hereunder have been authorized by all necessary action on the part of the
      Vendor, including without limitation the approval of the Vendor's audit
      committee and board of directors;

	 	 	 
	 	(c) 	
      Title to Shares - the Vendor is the registered and
      beneficial owner of the Purchased Shares, and such Purchased Shares will
      be transferred to the Purchaser free and clear of any mortgages, liens,
      charges, restrictions, security interests, adverse claims, pledges,
      encumbrances, options or other restrictions (under law, contract or
      otherwise), or demands whatsoever (each a "Lien") except those
      restrictions solely know of by the Purchaser;

	 	 	 
	 	(d) 	
      No Other Purchase Agreements - no person, firm or
      corporation has, or will have, any agreement or option or any right or
      privilege (whether by law, pre-emptive or contractual) capable of becoming
      an agreement or option for the purchase, acquisition or transfer from the
      Vendor of any of the Purchased Shares or any interest therein or right
      thereto owned by the Vendor, other than the Purchaser pursuant to this
      Agreement;

	 	 	 
	 	(e) 	
      Enforceable Agreement - this Agreement has been
      duly executed and delivered by the Vendor and constitutes a legal, valid
      and binding obligation of the Vendor, enforceable by the Purchaser against
      the Vendor in accordance with its terms, subject to the availability of
      equitable remedies and the enforcement of creditors' rights
    generally;

	 	 	 
	 	(f) 	
      No Conflicts – Neither the execution, delivery and
      performance of this Agreement by the Vendor nor the consummation of the
      transactions contemplated hereby will conflict with or result in any
      breach or violation of the provisions of, or constitute a default (with or
      without notice or lapse of time or both) under, the constating documents
      of the Vendor or any law, rule, regulation, judgment, writ, order, decree,
      indenture, mortgage, lease, loan agreement or other agreement, contract or
      instrument by which the Vendor or the Purchased Shares are subject, bound
      or affected, and will not result in the creation of any Lien upon any of
      the Purchased Shares;

	 	 	 
	 	(g) 	
      Consents. – No approval, consent, order,
      authorization or other action by, or notice to or filing with, any
      governmental authority or regulatory or self regulatory agency, or any
      other person or entity, and no lapse of a waiting period, is required in
      connection with the execution, delivery or performance by the Vendor or
      enforcement against the Vendor of this Agreement or the transfer of the
      Purchased Shares;

	 	 	 
	 	(h) 	
      Bankruptcy and Insolvency Matters – No action or
      proceeding has been commenced or filed by or against the Vendor or which
      seeks or may lead to bankruptcy or any other similar proceeding in respect of the Vendor. No such
      action or proceeding has been authorized or is being considered by or on
      behalf of the Vendor and no creditor or equity security holder of the
      Vendor has, to the knowledge of the Vendor, threatened to commence or
  advise that it may commence, any such action or proceeding;








5

	 	(i) 	
      Fairness Opinion – The Vendor has received an
      opinion (the "Fairness Opinion") from its external advisors to the
      effect that, as of the date of such opinion, subject to the assumptions
      and limitations set out therein, the consideration received by the Vendor
      in connection with the transactions contemplated by this Agreement is
      fair, from a financial point of view, to the Vendor;

	 	 	 
	 	(j) 	
      Broker's Fees – The Vendor has not incurred any
      obligation or liability, contingent or otherwise for broker's or finder's
      fees in respect of the transactions herein provided for which the
      Purchaser shall have any obligation and liability; and

	 	 	 
	 	(k) 	
      Litigation - there is no action, suit, proceeding
      or investigation pending or currently threatened against the Vendor that
      questions the validity of this Agreement or the right of the Vendor to
      enter into this Agreement or to consummate the transactions contemplated
      hereby.



3.2          
Purchaser's Representations and Warranties

The Purchaser represents and warrants to the Vendor as follows
and acknowledges that the Vendor is relying on such representations and
warranties in connection with the transactions set out herein:

	 	(a) 	
      Enforceable Agreement - this Agreement has been
      duly executed and delivered by the Purchaser and constitutes a legal,
      valid and binding obligation of the Purchaser, enforceable by the Vendor
      against the Purchaser in accordance with its terms, subject to the
      availability of equitable remedies and the enforcement of creditors'
      rights generally;

	 	 	 
	 	(b) 	
      Bankruptcy and Insolvency Matters – No action or
      proceeding has been commenced or filed by or against the Purchaser which
      seeks or may lead to bankruptcy or any other similar proceeding in respect
      of the Purchaser. No such action or proceeding has been authorized or is
      being considered by or on behalf of the Purchaser and no creditor or
      equity security holder of the Purchaser has, to the knowledge of the
      Purchaser, threatened to commence or advise that it may commence, any such
      action or proceeding;

	 	 	 
	 	(c) 	
      Broker's Fees – The Purchaser has not incurred any
      obligation or liability, contingent or otherwise for broker's or finder's
      fees in respect of the transaction herein provided for which the Vendor
      shall have any obligation and liability;

	 	 	 
	 	(d) 	
      Smart-Tek Shares – the Purchaser is the lawful
      beneficial owner of 32,814 Smart-Tek Shares and these Smart-Tek Shares
      transferred to the Vendor pursuant to this Agreement will be, when
      transferred, free and clear of any Liens;

	 	 	 
	 	(e) 	
      No Other Purchase Agreements – as of Closing no
      person, firm or corporation has, or will have, any agreement or option or
      any right or privilege (whether by law, pre-emptive or contractual)
      capable of becoming an agreement or option for the purchase, acquisition
      or transfer from the Purchaser any of the Smart-Tek Shares or any interest
      therein or right thereto owned by the Purchaser, other than the Vendor
      pursuant to this Agreement;







6

	 	(f) 	
      Consents – no approval, consent, order,
      authorization or other action by, or notice to or filing with, any
      governmental authority or regulatory or self regulatory agency, or any
      other person or entity, and no lapse of a waiting period, is required in
      connection with the execution, delivery or performance by the Purchaser of
      this Agreement; and

	 	 	 
	 	(g) 	
      Litigation - there is no action, suit, proceeding
      or investigation pending or currently threatened against the Purchaser its
      affiliates that questions the validity of this Agreement or the right of
      the Purchaser to enter into this Agreement or to consummate, or cause to
      be consummated, the transactions contemplated
hereby.



3.3          
Purchaser's Regulation S Representations and Warranties

The Purchaser represents and warrants to the Vendor as follows
and acknowledges that the Vendor is relying on such representations and
warranties in connection with the transactions set out herein:

	 	(a) 	
      the Purchaser is not a “U.S. Person” as such term is
      defined by Regulation S (“Regulation S”) of the Securities Act of
      1933 (the “U.S. Securities Act”), and is not acquiring the SCI
      Shares for the account or benefit of a U.S. Person.

	 	 	 
	 	(b) 	
      The SCI Shares to be issued to the Purchaser in
      accordance with the terms of the Agreement will be “restricted securities”
      within the meaning of the U.S. Securities Act and will be issued in
      accordance with Regulation S.

	 	 	 
	 	(c) 	
      The Purchaser agrees not to engage in hedging
      transactions with regard to the SCI Shares to be issued to the Purchaser
      unless in compliance with the U.S. Securities Act.

	 	 	 
	 	(d) 	
      The Purchaser agrees that, the Vendor will refuse to
      register any transfer of the SCI Shares to be issued to the Purchaser not
      made in accordance with the provisions of Regulation S of the U.S.
      Securities Act, pursuant to registration under the U.S. Securities Act,
      pursuant to an available exemption from registration, or pursuant to the
      Agreement.

	 	 	 
	 	(e) 	
      The Purchaser acknowledges that none of the SCI 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, unless so registered, 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,
      pursuant to an effective registration statement under the U.S. Securities
      Act, or pursuant to an exemption from, or in a transaction not subject to,
      the registration requirements of the U.S. Securities Act and in each case
      only in accordance with applicable securities laws;

	 	 	 
	 	(f) 	
      The Purchaser acknowledges that the Vendor has not
      undertaken, and will have no obligation, to register any of the SCI Shares
      under the U.S. Securities Act or any other applicable securities
      legislation; and

	 	 	 
	 	(g) 	
      The Purchaser is outside the United States when receiving
      and executing this agreement and is acquiring the SCI Shares as principal
      for its 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 SCI Shares.







7

4.            
CONDITIONS TO OBLIGATION OF THE PURCHASER

4.1          
Conditions to Obligation of the Purchaser

The obligation of the Purchaser to consummate the transactions
set out herein on the Closing Date will be subject to the fulfillment on or
prior to the Closing Date of the following conditions, any of which may be
waived by the Purchaser:

	 	(a) 	
      Regulatory Approval - the Purchaser shall have
      received all regulatory approvals or consents necessary to consummate the
      transactions set out herein including, without limitation, the purchase of
      the Purchased Shares;

	 	 	 
	 	(b) 	
      Representations and Warranties; Performance of
      Obligations - the representations and warranties of the Vendor set
      forth in this Agreement will be true and correct when made, and will be
      true and correct on the Closing Date with the same force and effect as if
      they had been made on and as of the Closing Date, the Vendor will have
      performed, satisfied and complied with all obligations and conditions
      required to be performed or observed by it under this Agreement on or
      prior to the Closing Date and the Vendor will have delivered to the
      Purchaser a certificate of the Vendor dated the Closing Date certifying
      that the foregoing has been satisfied, such certificate to be in form and
      substance satisfactory to the Purchaser, acting reasonably;

	 	 	 
	 	(c) 	
      No Litigation or Legislation - no statute, rule,
      regulation, decree, ruling or injunction will have been enacted or entered
      into, and no litigation, proceeding, government inquiry or investigation
      will be pending, which challenges, prohibits or restricts, or seeks to
      prohibit or restrict, the consummation of the transactions contemplated by
      this Agreement.

	 	 	 
	 	(d) 	
      All amounts owed to Richardson & Patel LLP pursuant
      to the Richardson & Patel Litigation shall be paid and satisfied by
      the Purchaser concurrent with the closing of this transaction. This will
      be evidenced with a confirmation from Richardson & Patel that such
      debt has been paid in full.



5.            
CONDITIONS TO OBLIGATION OF THE VENDOR 

5.1          
Conditions to Obligation of the Vendor

The obligation of the Vendor to consummate the transactions set
out herein on the Closing Date will be subject to the fulfillment on or prior to
the Closing Date of the following conditions, any of which may be waived by the
Vendor:

	 	(a) 	
      Regulatory Approval - the Vendor shall have
      received all regulatory approvals or consents necessary to consummate the
      transactions set out herein including, without limitation, the purchase of
      the Purchased Shares;

	 	 	 
	 	(b) 	
      Representations and Warranties; Performance of
      Obligations - the representations and warranties of the Purchaser set
      forth in this Agreement will be true and correct when made, and will be
      true and correct on the Closing Date with the same force and effect as if
      they had been made on and as of the Closing Date, the Purchaser will have
      performed, satisfied and complied with all obligations and conditions
      required to be performed or observed by them under this Agreement on or
      prior to the Closing Date; and







8

	 	(c) 	
      No Litigation or Legislation - no statute, rule,
      regulation, decree, ruling or injunction will have been enacted or entered
      into, and no litigation, proceeding, government inquiry or investigation
      will be pending, which challenges, prohibits, restricts, or seeks to
      prohibit or restrict, the consummation of the transactions contemplated by
      this Agreement.



6.           
 CLOSING

6.1          
Time and Place of Closing 

Subject to the satisfaction (or waiver) of the conditions set
forth in Sections 4 and 5 herein, the Closing shall take place at 10:00 a.m.
(pacific standard time) on the Closing Date at the offices of
_______________________, or at such other time and/or place as the Parties
mutually agree.

6.2          
Vendor's Closing Deliveries

Unless waived by the Purchaser, on or before Closing, the
Vendor will deliver and/or pay the following to the Purchaser:

	 	(a) 	
      a certified copy of the resolutions of the board of
      directors of the Vendor authorizing the entering into, execution and
      delivery of this Agreement, the sale of the Purchased Shares and the
      completion of the other transactions as contemplated by this
    Agreement;

	 	 	 
	 	(b) 	
      the share certificate representing the Purchased Shares
      duly endorsed for transfer to the Purchaser, or an instrument of transfer
      in respect of the same;

	 	 	 
	 	(c) 	
      a copy of the Fairness Opinion;

	 	 	 
	 	(d) 	
      an officer's certificate as contemplated by Section
      4.1(b); and

	 	 	 
	 	(e) 	
      such other documents as the Purchaser may reasonably
      require.



6.3          
Purchaser's Closing Deliveries

Unless waived by the Vendor, on or before Closing, the
Purchaser will deliver the following to the Vendor:

	 	(a) 	
      an executed copy of the Purchaser Release;

	 	 	 
	 	(b) 	
      the share certificate representing the Smart-Tek Shares
      duly endorsed for transfer to the Vendor, or an instrument of transfer in
      respect of the same;

	 	 	 
	 	(c) 	
      all preferred share certificates beneficially owned by
      the Purchaser, duly endorsed for transfer to the Vendor, or an instrument
      of transfer in respect of the same; and

	 	 	 
	 	(d) 	
      such other documents as the Vendor may reasonably
      require.



6.4          
Terms of Closing

	 	(a) 	
      Closing shall not be completed, nor shall the documents
      tabled for delivery at Closing, be delivered or released, until all of the
      conditions of Closing (including the deliveries contemplated by this
      Article 6 and the conditions set forth in Articles 4 and 5) have
    been fulfilled or waived and each of the parties hereto or
  their respective counsel shall have confirmed the same.








9

	 	(b) 	
      The Closing of the transactions contemplated hereby shall
      occur concurrently.



7.            
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1          
Survival of Representations, Warranties and Covenants

The representations, warranties and covenants of each party
contained in this Agreement will survive Closing for a period of six months
after the Closing Date.

8.            
INDEMNIFICATION

8.1          
Indemnity

	 	(a) 	
      Subject to Section 8.2 hereto, the Vendor will indemnify
      and hold harmless the Purchaser and its affiliates and associates from and
      against any claim, loss, liability (including without limitation for
      income, capital withholding, stamp duty, excise or other taxes whatsoever
      or howsoever incurred), damage or expense (including reasonable legal
      fees) which the Purchaser and/or its affiliates, directly or indirectly,
      incur, suffer or otherwise become liable for by reason of, or which will
      result from, arise out of or be based, directly or indirectly upon: (i)
      the inaccuracy of any representation or warranty made by the Vendor
      hereunder; and (ii) the failure of the Vendor to comply with any covenant
      or agreement made by the Vendor hereunder; and

	 	 	 
	 	(b) 	
      Subject to Section 8.2 hereto, the Purchaser will
      indemnify and hold harmless the Vendor from and against any claim, loss,
      liability, damage or expense (including reasonable legal fees) (each a
      "Vendor's Loss") which the Vendor will, directly or indirectly,
      incur or suffer by reason of, or which will result from, arise out of or
      be based upon: (i) the inaccuracy of any representation or warranty made
      by the Purchaser hereunder; or (ii) the failure of the Purchaser to comply
      with any covenant or agreement made by the Purchaser
  hereunder.



8.2          
Notice of Claim

Upon the occurrence of any event that a Party (the
"Indemnified Party") asserts to be the basis for a claim for
indemnification against the other Party (the "Indemnifying Party") under
this Article 8 (a "Claim"), then the Indemnified Party shall promptly
(and in any event within fifteen (15) Business Days after discovery of such
Claim) give notice (a "Claim Notice") to the Indemnifying Party thereof
in writing, in accordance with Section 9.2 below, which Claim Notice shall set
forth (i) a particular description of the event or condition that is the basis
for the Claim; (ii) whether the Claim arises as a result of a claim by a person
against the Indemnified Party (a "Third Party Claim") or whether the
Claim does not so arise (a "Direct Claim"); and (ii) the amount
reasonably necessary to satisfy such Claim; provided, however,
that no delay on the part of the Indemnified Party in notifying the Indemnifying
Party shall relieve the Indemnifying Party from any obligation under this
Agreement except to the extent the Indemnifying Party thereby is prejudiced.

8.3          
Direct Claims

In the case of a Direct Claim, the Indemnifying Party shall
have sixty (60) days from receipt of the Claim Notice within which to make such
investigation of the Claim as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation,
the Indemnified Party shall make available to the Indemnifying Party the
information relied upon by the Indemnified Party to substantiate the Claim,
together with all such other information as the Indemnifying Party may
reasonably request. If the Parties agree at or before the expiration of such
sixty (60) day period (or any mutually agreed upon extension thereof) to the
validity and amount of such Claim, the Indemnifying Party shall immediately pay
to the Indemnified Party the full agreed upon amount of the Claim, failing which
the matter shall be referred to binding arbitration in such manner as the
Parties may agree or shall be determined by a court of competent
jurisdiction.




10

8.4          
Third Party Claims

In the case of a Third Party Claim, the Indemnifying Party
shall have the right, at its expense, to participate in or assume control of the
negotiation, settlement or defence of the Claim. If the Indemnifying Party
elects to assume such control, the Indemnifying Party shall reimburse the
Indemnified Party for all of the Indemnified Party's reasonable out-of-pocket
expenses incurred up to the time of such participation or assumption by
Indemnifying Party. The Indemnified Party shall have the right to participate in
the negotiation, settlement or defence of such Third Party Claim and to retain
counsel to act on its behalf, provided that the fees and disbursements of such
counsel shall be paid by the Indemnified Party unless the Indemnifying Party
consents to the retention of such counsel at its expense or unless the named
parties to any action or proceeding include both the Indemnifying Party and the
Indemnified Party and a representation of both the Indemnifying Party and the
Indemnified Party by the same counsel would be inappropriate due to the actual
or potential differing interests between them (such as the availability of
different defences). The Indemnified Party shall cooperate with the Indemnifying
Party so as to permit the Indemnifying Party to conduct such negotiation,
settlement and defence and for this purpose shall preserve all relevant
documents in relation to the Third Party Claim, allow the Indemnifying Party
access on reasonable notice to inspect and take copies of all such documents and
require its personnel to provide such statements as the Indemnifying Party may
reasonably require and to attend and give evidence at any trial or hearing in
respect of the Third Party Claim. If, having elected to assume control of the
negotiation, settlement or defence of the Third Party Claim, the Indemnifying
Party thereafter fails to conduct such negotiation, settlement or defence with
reasonable diligence, then the Indemnified Party shall be entitled to assume
such control and the Indemnifying Party shall be bound by the results obtained
by the Indemnified Party with respect to such Third Party Claim. If any Third
Party Claim is of a nature such that the Indemnified Party is required by
applicable law or the order of any court, tribunal or regulatory body having
jurisdiction to make a payment to any person (a "Third Party") with respect to
the Third Party Claim before the completion of settlement negotiations or
related legal proceedings, as the case may be, then the Indemnified Party may
make such payment and the Indemnifying Party shall, promptly after demand by the
Indemnified Party, reimburse the Indemnified Party for such payment.

8.5          
Settlement of Third Party Claims

If the Indemnifying Party fails to assume control of the
defense of any Third Party Claim, the Indemnified Party shall have the exclusive
right to contest, settle or pay the amount claimed, subject to the written
consent of the Indemnifying Party. Whether or not the Indemnifying Party assumes
control of the negotiation, settlement or defense of any Third Party Claim, the
Indemnifying Party shall not settle any Third Party Claim without the written
consent of the Indemnified Party, which consent shall not be unreasonably
withheld or delayed; provided, however, that the liability of the Indemnifying
Party shall be limited to the proposed settlement amount if any such consent is
not obtained for any reason within a reasonable time after the request
therefor.




11

8.6          
Tax Adjustments

	 	(a) 	
      The amount of any Claim submitted under this Article 8 as
      damages or by way of indemnification shall be determined on an after-tax
      basis, and without limiting the generality of the foregoing
  shall:

	 	 	 	 
	 		(i) 	
      be net of the present value of any tax benefits to the
      Indemnified Party resulting from the claim for indemnity and
      indemnification; and

	 	 	 	 
	 		(ii) 	
      include the amount necessary to hold the Indemnified
      Party harmless after tax; and the present value of any tax benefits shall
      be the amount, calculated on the date that is the Business Day immediately
      preceding the date of payment of the Claim, that is required to provide a
      yield from such date to the last day of the latest taxation year of the
      Indemnified Party to which the tax benefits relate that is equal to the
      sum of the yield to maturity on such date, assuming semi-annual
      compounding, that a non-callable Government of Canada bond would carry if
      issued in Canadian dollars in Canada at 100% of its principal amount on
      such date and maturing approximately on the last day of the latest
      taxation year of the Indemnified Party to which the tax benefits
      relate.

	 	 	 	 
	 	(b) 	
      The amount of any Claim submitted under this Article 8 as
      damages or by way of indemnification as determined without regard to this
      Section 8.6 shall be increased, if said amount is taxable according to
      applicable legislation, by an amount equal to the rate of goods and
      services tax (or similar tax) applied to such
amount.



8.7          
Benefit of Insurance

The amount which an Indemnifying Party is required to pay to
any Indemnified Party in respect of a Claim shall be limited to the amount of
liability that remains after deducting there from the amount of any insurance
proceeds, indemnity, contribution or similar payment otherwise actually received
by the Indemnified Party in respect of such Claim. If an Indemnified Party shall
have received an indemnity payment in respect of a Claim and shall subsequently
receive any insurance proceeds, indemnity, contribution or similar payment in
respect of such Claim, then such Indemnified Party shall pay to the Indemnifying
Party an amount equal to the lesser of such amount received or the amount of the
indemnity payment.

9.            
GENERAL PROVISIONS

9.1          
Termination

If the Closing does not occur on or before ____________, 2010,
either Party may, upon notice to the other Party, terminate this Agreement with
immediate effect.

9.2          
Notices

Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be given by facsimile or other
means of electronic communication or by hand-delivery as hereinafter provided.
Any such notice, if sent by facsimile or other means of electronic
communication, shall be deemed to have been received on the day of sending, or
if delivered by hand shall be deemed to have been received at the time it is
delivered to the applicable address noted below. Notice of change of address
shall also be governed by this section. Notices and other communications shall
be addressed as follows:




12

	 	(a) 	
      if to the Purchaser :

	 	 	 
	 		
      Perry Law

	 	 	10-11720 Voyageur Way
	 		
      Richmond, BC, V6X 3G9 
Tel: 604-718-1882

	 	 	 
	 	(b) 	
      if to the Vendor:

	 	 	SMART-TEK SOLUTIONS, INC. 
	 		
      1100 Quail Street, Suite 100 
Newport Beach, CA 92660
      
(866) 257-6675



9.3          
Entire Agreement

This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter of this Agreement and supersedes
every previous agreement, communication, expectation, negotiation,
representation or understanding, whether oral or written, express or implied,
statutory or otherwise, among the Parties with respect to the subject matter of
this Agreement except as specifically set out herein. In the event of any
conflict or inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any document ancillary hereto, the terms and
conditions of this Agreement shall prevail.

9.4          
Waiver and Consent

No consent or waiver, express or implied, by any Party to or of
any breach or default by another Party of any or all of its obligations under
this Agreement will be valid unless it is in writing, nor will it eliminate or
modify the need for a specific consent or waiver in any other or subsequent
instance.

9.5          
Amendments

This Agreement may not be amended except by written agreement
among all the parties to this Agreement.

9.6          
Assignments

No Party may assign any right, benefit or interest in this
Agreement without the written consent of the other Party, which consent may not
be unreasonably withheld.

9.7          
Binding Effect

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

9.8          
Time of Essence

Time is of the essence of this Agreement.




13

9.9          
No Adverse Interpretation of Other Agreements

This Agreement may not be used to interpret any other
indenture, loan, note or other agreement of the Parties hereto or any other
person. Any such other indenture, loan, note or other agreement may not be used
to interpret this Agreement.

9.10        
No Recourse Against Others

No director, trustee, officer, employee, incorporator or
stockholder of any Party or any of their respective affiliates, as such, will
have any liability or obligations to any other Party hereunder or for any claim
based on, in respect of, or by reason of, such obligations or their creation
hereunder. Each Party waives and releases all such liability and such waiver and
release form part of the consideration for this Agreement.

9.11        
Costs and Expenses

All costs and expenses of or incidental to the transactions
contemplated in this Agreement are to be assumed and paid by the Party incurring
such costs and expenses. 

9.12        
Further Assurances

Each Party will, at its own expense, execute and deliver all
such further agreements and documents and do such further acts and things as may
be reasonably required to give effect to this Agreement.

9.13       
 Counterparts

This Agreement may be executed in any number of counterparts
with the same effect as if all parties had signed the same document. All
counterparts will constitute one and the same agreement. This Agreement may be
executed and transmitted by facsimile transmission and if so executed and
transmitted this Agreement will be for all purposes as effective as if the
parties had delivered an executed original Agreement.




14

9.14        
Severability

Should any part of this Agreement be declared or held invalid
for any reason, that invalidity will not affect the validity of the remainder
which will continue in force and effect and be construed as if this Agreement
had been executed without the invalid portion and it is hereby declared the
intention of the Parties hereto that this Agreement would have been executed
without reference to any portion which may, for any reason, be hereafter
declared or held invalid.

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

SMART-TEK SOLUTIONS INC.

	By: 	 	 	 	 	 
	 	 	 	 PERRY LAW 
	Name:Brian Bonar 	 	 	 	 
	  	 	 	 
	Title:CEO 	 	 	 	 







SCHEDULE A

AMENDED FORM OF PURCHASER RELEASE

RELEASE AND DISCHARGE

Perry Law (the "Releasor"), for and in
consideration of the premises set out in the share purchase agreement between
the Releasor and Smart-Tek Solutions Inc. ("STS") of
__________________, 2010(the "Share Purchase Agreement") and other good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), subject to the terms and conditions set out herein, by these
presents, hereby, on its own behalf and on behalf of its affiliates (as defined
in the Share Purchase Agreement) and associates, REMISES, RELEASES AND FOREVER
DISCHARGES STS, its directors, officers and advisors, its affiliates,
associates, subsidiaries and their respective directors, officers and advisors
(collectively, the "Releasees") and their respective successors and
assigns, of and from all manners of action, causes of action, suits, contracts,
claims, demands, costs and expenses of any nature or kind whatsoever (each a
"Claim"), which against the Releasees, the Releasor ever had, now has or
hereinafter can, shall or may have by reason of any matter, cause or thing
whatsoever existing up to the present time, other than the rights and
obligations of the parties under the Share Purchase Agreement and the agreements
ancillary thereto (the "Excluded Claims"), all of which Excluded
Claims are specifically excluded from this Release and Discharge.

IT IS DISTINCTLY UNDERSTOOD AND AGREED that the Releasor shall
not commence any further proceedings against the Releasees with respect to the
Claims and shall discontinue against the Releasees any existing proceedings
commenced by the Releasor to which any Releasees is a defendant on a without
cost basis.

IT IS DISTINCTLY UNDERSTOOD AND AGREED that the Releasor shall
indemnify and hold the Releasees harmless in respect of any Claim brought
against a Releasee by an affiliate or associate of the Releasor.

IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED that the above
consideration is accepted voluntarily for the purpose of making full and final
compromise, adjustment and settlement of all claims or potential claims between
the Releasor and the Releasees as provided herein and this Release and Discharge
shall not be construed as an admission of liability on the part of the
Releasees.

IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED and the Releasor
acknowledges that facts in respect of which this Release and Discharge is made
may prove to be other than or different from the facts in that are now known or
believed by the Releasor to be true. The Releasor accepts and assumes the risk
of the facts being different and agrees that this Release and Discharge shall be
in all respects enforceable and not subject to termination, rescission or
variation by a discovery of any difference in facts.

IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED and the Releasor
hereby acknowledges and agrees that with respect to this Release and Discharge,
STS is contracting on both its own behalf and as trustee for the other Releasees
(collectively, the “Release Beneficiaries”) and therefore all of the
Releasor’s obligations, covenants, responsibilities, indemnities and agreements
under this Release and Discharge shall also be directly and independently
enforceable by, and constitute direct and independent obligations vis-à-vis,
each of the Release Beneficiaries. STS has accepted these trusts and will hold
and enforce the obligations, covenants, responsibilities, indemnities and
agreements of the Releasor under this Release and Discharge on behalf of the
Release Beneficiaries and the Releasor acknowledges and agrees that the
obligations, covenants, responsibilities, indemnities and agreements granted by it under this Release and Discharge shall be
enforceable by STS both in its own right and as trustee on behalf of the Release
Beneficiaries.




IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED that the
Releasor has read this Release and Discharge and, prior to the execution hereof,
obtained independent legal advice in respect hereof and confirms that the terms
of this Release and Discharge are contractual and not a mere recital.

IT IS FURTHER DISTINCTLY UNDERSTOOD AND AGREED that capitalized
terms used in this Release and Discharge, and not otherwise defined herein,
shall have the meanings ascribed thereto in the Share Purchase Agreement.

THIS RELEASE AND DISCHARGE is governed by and shall be
interpreted pursuant to the laws of the Province of British Columbia and the
laws of Canada applicable therein. The parties hereto hereby irrevocably submit
to the non-exclusive jurisdiction of the courts of the Province of British
Columbia, in any action or proceeding arising out of or relating to this Release
and Discharge and hereby irrevocably agree that all claims in respect of any
such action or proceeding may be heard and determined in such court, and that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

THIS RELEASE AND DISCHARGE may be executed in any number of
counterparts with the same effect as if all parties had signed the same
document. All counterparts will constitute one and the same agreement. This
Release and Discharge may be executed and transmitted by facsimile transmission
and if so executed and transmitted this Release and Discharge will be for all
purposes as effective as if the parties had delivered an executed original
Release and Discharge.

IN WITNESS WHEREOF the Releasor has hereunto executed this
Release and Discharge effective the 9th day of August, 2010.

	/s/ Brian
      Bonar 	 
	BRIAN BONAR 	 
	SMART-TEK SOLUTIONS INC. 	 
	  	 
	  	 
	/s/ Perry
      Law 	 
	PERRY LAW 	 
	SMART-TEK COMMUNICATIONS INC.