ex103.htm


    ASSET
PURCHASE AGREEMENT

    


     

    THIS ASSET TRANSFER
AGREEMENT (the
“Agreement”) is dated
for reference the 10th day of February, 2009 (the “Effective Date”).

    


    BETWEEN:

    


    AEON
HOLDINGS INC.

    a
company incorporated under the laws of the state of Delaware, with an
executive

    office at 5550
152nd Street, Suite 206, Surrey, British Columbia, V3S 5J9

    


    (the “Vendor”)

    


    AND:

    


    HAROLD
SCHAFFRICK

    a
businessperson of 5550 152nd Street, Suite 206, Surrey, British Columbia V3S
5J9

    


    AND:

    


    MARK
NEILD

    a
businessperson of 5550 152nd Street, Suite 206, Surrey, British Columbia V3S
5J9

    


    (collectively, the
“Purchasers”)

    


    
      WHEREAS:

    

    


    
      	
              A.

            	
              The Vendor
      and Green Star Energies Inc. entered into a Purchase Agreement dated
      February 10, 2009 (the “Purchase Agreement”);
      and

            


    

    


    
      	
              B.

            	
              It is a
      condition of the Purchase Agreement that the Vendor sell its wholly owned
      subsidiary, Novori Jewelry Inc. (the “Subsidiary”), to the
      Purchasers on the terms and subject to the conditions of this
      Agreement.

            


    

    


    NOW THEREFORE in consideration
of the mutual covenants and agreements contained in this Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

    


    
      	
              1. 

            	
              PURCHASE
      AND SALE

            


    

    


    
      	
              1.1

            	
              The Vendor
      agrees to sell to the Purchasers, and the Purchasers agree to buy from the
      Vendor, the Subsidiary, in exchange for
which:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Purchasers agree to surrender for cancellation all issued and outstanding
      shares of the Vendor’s preferred stock held by the Purchasers, including
      any rights to purchase or otherwise receive shares of such preferred
      stock;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Purchasers agree to resign from their positions as officers of the
      Vendor;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Purchasers agree to tender their resignations as directors of the Vendor,
      to become effective once Brandon Toth and Vic Devlaeminck are duly
      appointed as directors of the
Vendor;

            


    

    


    
      	
               
      

            	
              (d)

            	
              each
      Purchaser agrees not to transfer shares of the Vendor’s common stock for
      gross proceeds that exceed $8,000 in any calendar month within four (4)
      months of the Effective Date, or gross proceeds that exceed $16,000 in any
      calendar month thereafter, if the Vendor fails to make any payment
      required under the convertible promissory note attached to the Purchase
      Agreement as Schedule 3 (the “Note”). The Vendor
      acknowledges that any transfer made pursuant to this paragraph shall not
      reduce the amount owed by the Vendor to the Subsidiary under the
      Note;

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      Purchasers agree, upon request, to provide copies of their trading account
      statements to the Vendor to demonstrate their compliance with paragraph
      1.1(d) of this Agreement.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2. 

            	
              GENERAL
      PROVISIONS

            


    

    


    
      	
              3.1

            	
              Time shall be
      of the essence of this Agreement.

            


    

    


    
      	
              3.2

            	
              The parties
      to this Agreement covenant and agree to execute and deliver all such
      further documents and instruments, and to do all acts and things as may be
      necessary or desirable to carry out the full intent and meaning of this
      Agreement.

            


    

    


    
      	
              3.3

            	
              The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provision and any
      such invalid or unenforceable provision shall be deemed to be
      severable.

            


    

    


    
      	
              3.4

            	
              The
      provisions of this Agreement constitute the entire agreement between the
      parties and supersede all previous communications, representations and
      agreements, whether oral or written, between the parties with respect to
      the subject matter of this
Agreement.

            


    

    


    
      	
              3.5

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the Province of British Columbia and the laws of Canada applicable
      therein.

            


    

    


    
      	
              3.6

            	
              This
      Agreement shall enure to the benefit of and be binding upon the parties
      and, except as otherwise provided or as would be inconsistent with the
      provisions of this Agreement, their respective heirs, executors,
      administrators, successors and
assigns.

            


    

    


    
      	
              3.7

            	
              All
      references to currency in this Agreement are to U.S.
    dollars.

            


    

    


    
      	
              3.8

            	
              This
      Agreement may be executed in counterparts and by facsimile, each of which
      shall be deemed to be an original and all of which together shall
      constitute one and the same
instrument.

            


    

    


    


    IN WITNESS WHEREOF this
Agreement has been executed by the parties, and is effective as of the Effective
Date.

    


    


    AEON
HOLDINGS INC.

    
 

    /s/
Harold
Schaffrick                                                                                             

    Harold Schaffrick,
Chief Executive Officer

    


    


    HAROLD
SCHAFFRICK

     

    /s/
Harold Schaffrick

    


    


    MARK
NEILD

    


    /s/
Mark Neild

     

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