Exhibit
10.3
  SHARE
EXCHANGE AGREEMENT
  This
Share Exchange Agreement (this "Agreement") is made and entered into on December
15, 2009, by and among Infrastructure Materials Corp, a Delaware corporation, as
buyer (the "Company"); Canadian Infrastructure Corp., an Alberta, Canada
corporation   (Canada” );  and Todd Montgomery, the
sole  Shareholder of Canada (the "Shareholder").
  RECITALS:
  A.           As
of Closing the Shareholder will own of record and beneficially all of the issued
and outstanding shares of capital stock of Canada (the "Canada
Shares").
  B.           The
Shareholder desires to sell to the Company, and the Company desires to purchase
from the Shareholder, the Canada Shares, on the terms and subject to the
conditions of this Agreement.
  C.           As
of the Closing Canada will own or have the exclusive right to explore the quarry
leases as more particularly described in SCHEDULES Aof this
Agreement (collectively referred to herein as the “Properties”).
  NOW,
THEREFORE, for and in consideration of the premises and the mutual promises and
undertakings contained herein, and for other good and valuable consideration,
and subject to the terms and conditions of this Agreement, the parties hereto
agree as follows.
  1.           THE EXCHANGE.
  1.1         Sale and Purchase of the
Canada Shares.   On
the terms and subject to conditions of this Agreement, at the Closing (as
defined below), the Shareholder shall sell, transfer, assign, convey and deliver
to the Company, free and clear of all adverse claims, security interests, liens,
claims and encumbrances (other than restrictions under applicable securities
laws or as expressly agreed to herein by the Company), and the Company shall
purchase, accept and acquire all of the Canada Shares from the Shareholder, such
purchase and sale being herein sometimes referred to as the
"Exchange."  At Closing, the Company shall receive good and
merchantable title to the Canada Shares.
  
  1.2         Issuance of Exchange
Shares.  In full payment for the Canada Shares, the Company
shall issue and deliver to the Shareholder, $408,710.90 US dollars (the Purchase
Price) subject to adjustments representing all of the costs incurred by the
Shareholder in accruing properties and incorporating Canada to be payable with
1,021,777 common shares of the Company (the "Exchange Shares") at $0.40 per
share.  The Exchange Shares, will, when issued, be validly issued,
fully paid, and non  assessable; and the sale, issuance and delivery
of the Exchange Shares on the terms herein contemplated will be authorized by
all requisite corporate action of the Company; and the Exchange Shares will not
be subject to any preemptive rights, options or similar rights on the part of
any Shareholder or creditor of the Company or any other person.  The
Exchange Shares will be issued at Closing (as defined below) pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the
“Securities Act”) pursuant to Section 4(2) of the Securities
Act.  Upon issuance, the Exchange Shares will be considered
“restricted” shares and may not be transferred or re-sold unless an exemption
for such transfer is available or the re-sale is covered by a registration
statement filed under the Securities Act.
  1.3         Restrictive Legend on
Shares.When issued the certificates evidencing the
Exchange Shares will bear a restrictive legend substantially in the following
form:
  "The
shares represented by this Certificate have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and are "restricted
securities" as that term is defined in Rule 144 under the Securities Act. These
shares may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Securities Act, or
pursuant to an exemption from registration under the Securities
Act."
  1.4         Closing.  Subject to
the conditions precedent set forth herein, the Closing of all transactions
herein contemplated (the "Closing") shall take place on or before the 1st day of
January, 2010, or such other date as the parties may agree.  This
Agreement shall be effective and binding when signed by all
parties.
  1.5         Appointment of Officers and
Directors.  At Closing, Mason Douglas shall be appointed as a
director and secretary of Canada and Todd Montgomery shall remain as a director
and President.
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  1.6         Further Assurances. Canada and
the Shareholder agree to execute all documents and instruments and to take or to
cause to be taken all actions which the Company deems necessary or appropriate
to complete the transactions contemplated by this Agreement, whether before or
after the Closing.
  1.7         Public Filing.  Upon
execution and or Closing of this Agreement, the Company shall prepare and file
such documents as are necessary to comply with all applicable U.S. Securities
Laws and regulations, including a report on Form 8-K and regulation of the TSX
Venture Exchange as required.  The parties agree to cooperate in the
preparation of such filings.
  2.           OTHER
AGREEMENTS OF THE PARTIES.
  2.1         Canada to Provide Financial
Records.  Canada at Closing shall provide financial records,
including receipts for incorporation costs and all other expenditures incurred
since the date of inception (collectively referred to herein as “Financial
Data”).
  2.2         Canada to Dispose of Other Assets.  Canada prior to Closing shall have disposed of all other
assets except those described in Schedule A hereof.
  3.           REPRESENTATIONS AND WARRANTIES OF
CANADA AND SHAREHOLDER.
  Canada
and the Shareholder hereby represent and warrant to the Company that the
following are true and correct as of the Closing:
  3.1         Organization and Standing.
Canada and is and on the Closing will be duly organized, validly existing and in
good standing under the laws of the Province of Alberta with all requisite power
and authority to carry on the business in which it is engaged, to hold quarry
leases on mineral rights and other assets it may own, and are duly qualified and
licensed to do business and is in good standing in all jurisdictions where the
nature of their business makes such qualification necessary.
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  3.2         Capitalization.  Other
than the Canada Shares to be conveyed to the Company pursuant to this Agreement,
no other shares of capital stock have been issued.  All of the issued
and outstanding share of capital stock of Canada have been duly authorized,
validly issued, and are fully paid and non
assessable.  Canada  does not have outstanding any option,
warrant or similar instrument that entitles its holder to acquire shares and is
not a party to or bound by any agreement, instrument, arrangement, contract,
obligation, commitment or understanding of any character, whether written or
oral, express or implied, whereby Canada is bound to issue shares of its capital
stock or any instrument or right convertible into or exchangeable for shares of
its capital stock, nor relating to the sale, assignment, encumbrance,
conveyance, transfer or delivery of any capital stock of Canada of any type or
class.
  3.3         Litigation.  There
are no claims, actions, suits, proceedings or investigations pending or
threatened against or affecting Canada or any of its properties or assets in any
court or by or before any governmental department, commission, board, bureau,
agency or other instrumentality, domestic or foreign, or arbitration tribunal or
other forum which, if determined adversely to Canada, would materially affect
its business, prospects, Properties or financial condition or Canada's right to
conduct its mineral exploration business as being conducted or expected to be
conducted.  There are no judgments, decrees, injunctions, writs,
orders or other mandates outstanding to which Canada is a party or by which it
is bound or affected.
  3.4         Estoppel.  All
statements made in this Agreement, or in any Schedule hereto, or in any document
or certificate executed and delivered herewith, by Canada are true, correct and
complete as of the date of this Agreement and will be so as of the
Closing.  All statements contained in any certificate made by any
official of Canada and delivered to the Company shall be deemed representations
and warranties of Canada and the Shareholder.
  3.5         Compliance with Laws and
Permits.  To the best of its knowledge, Canada has complied in
all material respects with its organizational documents, including its articles
of incorporation and bylaws (each as amended to date), all applicable laws,
regulations and rules, all applicable orders, judgments, writs, decrees or
injunctions of any local or county governments or any department, agency or
other instrumentality thereof, domestic, applicable to its business or
Properties, and has not done or omitted to do any act or acts which singly or in
the aggregate are in violation of any of the foregoing.  To the best
of its knowledge, Canada has, except as noted herein or in the Schedule hereto,
obtained all licenses and permits necessary to explore its Properties and carry
out its operations, is not in violation of any such license or permit and has
not received any notification that any revocation or limitation thereof is
pending or threatened.
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  3.6         No Undisclosed Material
Liabilities.  Canada has not incurred any liabilities or
obligations whatever (whether direct, indirect, accrued, contingent, absolute,
secured or unsecured or otherwise) affecting or related to the Properties,
including liabilities as mortgagor, guarantor or surety or otherwise for debts
or the obligations of others and tax liabilities due or to become
due.  There is no basis for any material claim against Canada's
Properties or assets.  Canada has no creditors or agreement with
another third party whose prior consent might be required by law to the sale of
the Properties.
  3.7        
Material Transactions and
Adverse Changes. Except as has been disclosed in writing to the Company ,
Canada has not, and as of the Closing will not have: (i) suffered any material
adverse change in its assets taken as a whole; (ii) suffered any damage or
destruction in the nature of a casualty loss to any one or more of its assets,
whether or not covered by insurance, which singly or in the aggregate are
materially adverse to the Properties or business of Canada; (iii) made any
change in any method of accounting or accounting practice, including the
revaluation of any of its assets; or (iv) agreed in writing or otherwise to take
any action prohibited by this Agreement.
  3.8         Taxes.  All taxes
applicable to Canada, its Properties or other assets and/or to the Canada Shares
(including the transfer of such Canada Shares), including any income, excise,
unemployment, occupational, franchise, ad valorem and other taxes, duties,
assessments or charges levied, assessed or imposed upon Canada by the Government
or subdivision or instrumentality thereof have been duly paid (or will be paid
as of the Closing) or adequately disclosed to the Company and provided for, and
all required tax returns or reports concerning any such items have been duly
filed.  Canada has not waived any statute of limitations with respect
to any tax liability whatever for any period prior to the date of this Agreement
or agreed to any extension of time with respect to a tax assessment or
liability.
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  3.9         Indebtedness to and from
Affiliates.  Canada is not indebted to any officer, director,
employee or Shareholder thereof, or any affiliate of such persons, as of the
date of this Agreement, and no money or property is owed to Canada by any
officer, director, employee or Shareholder thereof or any affiliate of such
persons, and none will be owed as of the Closing.
  3.10      Documents
Genuine.  All originals and/or copies of Canada organizational
documents, including articles of incorporation and bylaws, each as amended to
date, and all minutes of meetings and written consents of directors and
Shareholder in lieu of meetings of directors and/or Shareholder of Canada,
Financial Data, and any and all other documents, material, data, files, or
information which have been or will be furnished to the Company, are and will be
true, complete, correct and unmodified originals and/or copies of such
documents, information, data, files or material.
  3.11       Employees and
Salaries.  Canada will have no employees at the
Closing.
  3.12       Authorization and
Validity.  The execution, delivery and performance by Canada of
this Agreement and any other agreements contemplated hereby, and the
consummation of the transactions contemplated hereby and thereby, have been duly
authorized by Canada and all necessary approvals of the Shareholder of Canada
will have been obtained by the Closing.  This Agreement and any other
agreement contemplated hereby have been or will be as of the Closing duly
executed and delivered by Canada and constitutes and will constitute legal,
valid and binding obligations of Canada, enforceable against it in accordance
with their respective terms, except as may be limited by applicable bankruptcy,
insolvency or similar laws affecting creditors' rights generally or the
availability of equitable remedies.
  3.13      
Consents; Approvals;
Conflict. No consent, approval, authorization or order of any court or
governmental agency or other body is required for the Shareholder to consummate
the Exchange. Neither the execution, delivery, consummation or performance of
this Agreement shall conflict with, or constitute a breach of any law or
regulation and no prior approval is necessary by or under, Canada’s articles of
incorporation, bylaws or any note, mortgage, indenture, deed of trust, lease,
obligation, or other agreement or instrument to which Canada is a
party.
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  3.14       Property.  Attached
to this Agreement or will be at the Closing SCHEDULE Awith
descriptions of all quarry leases owned or which Canada has the exclusive right
to explore and which are included within the definition of “Properties” as that
term is used in this Agreement.  Canada represents and warrants that
at the Closing they will have registered rights to those quarry leases, free of
all regulatory, liens or encumbrances and will have such registered rights at
Closing.  Canada will provide at the Closing, proof of clear title or
right to the quarry leases included in the SCHEDULE
A.
  3.15       Restrictive
Covenants.  Prior to the consummation of the Exchange, Canada
shall conduct its business in the ordinary and usual course without unusual
commitments and in compliance with all applicable laws, rules, and regulations.
Furthermore, Canada will not, without the prior written consent of the Company,
(i) make any changes in its capital structure, (ii) incur any liability or
obligation other than current liabilities incurred in the ordinary and usual
course of business, (iii) incur any material indebtedness for borrowed money,
(iv) make any loans or advances other than in the ordinary and usual course of
business, (v) declare or pay any dividend or make any other distribution with
respect to its capital stock, (vi) issue, sell, or deliver or purchase or
otherwise acquire for value any of its stock or other securities, or (vii)
mortgage, pledge, or subject to encumbrance any of its assets or Properties or
sell or transfer any of its assets or Properties.
  3.16      
Disclaimer of Further
Warranties; Etc. Except as expressly set forth in this Agreement and the
Schedule hereto; the Company has made no other representation or warranty to
Canada or the Shareholder in connection with the Exchange. Canada's and the
Shareholder’s decision to enter into the Exchange is based upon their own
independent judgment and investigation and not on any representations or
warranties of the Company, other than those expressly stated in this Agreement
and in the Schedule hereto.
  3.17       Environmental
Matters.  Canada, or the Shareholder or any predecessor entity
controlled by the Shareholder and or associates of the
Shareholder:
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  (a)           has
not (A) generated, used, transported, treated, stored, released or disposed of
any hazardous substance in violation of any applicable laws; or (B) engaged in
any generation, use, transportation, treatment, storage, release or disposal of
any hazardous substance in connection with the conduct of its business or the
use of any property or facility which has created or might reasonably be
expected to create any liability under any applicable laws or which would
require reporting to or notification of any governmental entity and will not
have at the Closing.
  (b)           has
not (A) received notice that they are potentially responsible parties for an
environmental cleanup site or for corrective action under any applicable law;
(B) submitted or been required to submit any environmental notice pursuant to
any applicable law; (C) received any written request for information in
connection with any environmental cleanup site; or (D) been required to
undertake any prospective or remedial action or clean-up action of any kind at
the request of any governmental entity, or at the request of any other person,
relating to any applicable environmental law and will not have at the
Closing.
  (c)           has
conducted all of its operations and exploration activities in material
compliance with all applicable environmental laws.
  Canada
and the Shareholder are not aware of any environmental claim, investigation or
violation that would affect the ability of Canada. to explore the
Properties.
  4.           REPRESENTATIONS AND WARRANTIES OF THE
SHAREHOLDER. The Shareholder represents and warrants to the Company that
the following are true and correct as of the date hereof and will be true and
correct through the Closing as if made on that date:
  4.1         Ownership of the Canada
Shares.The Shareholder owns, of record and beneficially, the
number of Canada Shares set out herein; the Shareholder’s shares are free and
clear of all liens, claims, rights or other encumbrances whatsoever and of all
options and similar rights of third persons; and no person has or will have any
right in and to such share except as is created by force of any applicable
law.  No third party has or at Closing will have any right of first
refusal, pre-emptive right, option or similar right to acquire the Canada Shares
of the Shareholder prior to the Closing.
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  4.2         Full right and Legal
Capacity.  The Shareholder has the full right, power and legal
capacity to enter into this Agreement and sell and deliver the Canada Shares to
the Company.
  4.3         Solvency.  The
Shareholder represent and warrant that he is not now insolvent and will not be
insolvent after selling and delivering the Canada Shares to the Company on the
terms of this Agreement, and in exchange for the Canada Shares being sold hereby
the Shareholder is receiving new consideration at least equal to the full and
fair value of the Canada Shares being sold.
  4.4         Acknowledgements
Regarding the Company and the Exchange Shares.
  (a)           Canada
and the Shareholder understand and acknowledge that the Company is a publicly
reporting company with no current revenues.   The Shareholder
recognizes that the Exchange Shares are speculative and involve a high degree of
risk, and that the prospects and future success of the Company depend
principally on its ability to raise sufficient capital to carry out exploration
on the Properties.
  (b)           The
Shareholder acknowledges and agrees that he has been furnished with or has
access to the Company’s latest regulatory filings (for information purposes
only) setting out its business, assets, financial condition and plan of
operation.  The Shareholder further represent that he has full
knowledge of the Company and its business, assets, results of operations,
financial condition and plan of operation and the terms and conditions of the
issuance of the Exchange Shares.  The Shareholder acknowledges that he
has full access to all of the affairs of the Company as a result of his position
as Chief Executive Officer of the Company.
  9
  (c)           In
connection with the issuance and delivery of the Exchange Shares, the
Shareholder understand and acknowledge that the Exchange Shares have not been
registered under the Securities Act and have been issued in reliance upon
exemptions from registration provided by Section 4(2) of the Securities Act and
Regulation D promulgated under the Securities Act, on the grounds that the
transactions contemplated in this Agreement do not involve any public
offering.  The Shareholder is acquiring the Exchange Shares for this
own account, and not for the account of any other person, and not for
distribution, assignment or resale to others, or for pledge or hypothecation,
and no other person has or is intended to have a direct or indirect ownership or
contractual interest in the Exchange Shares except as may exist or arise by
operation of law. The Shareholder acknowledge that the Exchange Shares are
"restricted securities" as that term is defined in Rule 144(a) of the General
Rules and Regulations under the Securities Act and understand that the Exchange
Shares must be held indefinitely until they are subsequently registered for
re-sale under the Securities Act or an exemption from such registration
requirements is available for their re-sale.  The Shareholder
understands and agrees that the prior written consent of the Company will be
necessary for any transfer of the Exchange Shares until the Exchange Shares have
been duly registered for re-sale or the transfer is made in accordance with Rule
144 or other available exemption under the Act.  The Shareholder
further understand that every certificate issued by the Company evidencing
Exchange Shares will bear a legend restricting transfer as provided in this
Agreement.
  (d)           The
Shareholder, has such knowledge and experience in financial, tax and business
matters as to enable the Shareholder to utilize his knowledge of the Company, in
connection with the Exchange and issuance of the Exchange Shares, to evaluate
the merits and risks of acquiring the Exchange Shares and to make an informed
investment decision with respect thereto.
  10
  (e)           The
Shareholder acknowledges that he has reviewed the current disclosure filings of
the Company for information purposes and that the Exchange Shares are not being
sold pursuant to a Prospectus.
  4.5         True and Correct Information and
Material Changes.All information which the Shareholder has
provided or will provide to the Company is or will be correct and complete as of
the date furnished to the Company, and, if there should be any material change
in such information prior to the Closing as to Shareholder, will immediately
provide the Company with such information.
  4.6         No
Solicitation.  Shareholder was not solicited by the Company by
any form of general solicitation or general advertising, including but not
limited to any advertisement, article, notice or other communication published
in any newspaper, magazine or similar media or broadcast over television or
radio, or made available over telephone lines by any information service, or any
seminar or meeting whose attendees had been invited by any means of general
solicitation or general advertising.
  4.7         No Other Representations or
Warranties.Except as expressly set forth in this Agreement
and the Schedule hereto, the Company has not made any representation or warranty
to the Shareholder in connection with this Agreement. The Shareholder’s decision
to enter into the Exchange is based upon his own independent judgment and
investigation and not on any representations or warranties of the Company other
than those expressly stated in this Agreement and in the Schedules
hereto.
  4.8        
No
Operations.Other
than certain reimbursements if any paid to Canada in connection with the
transactions contemplated by this Agreement, Canada has had any revenue or
operations since inception.
  5.           REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.  Unless specifically stated otherwise, the Company
represents and warrants to the other parties that the following are true and
correct as of the date hereof and will be true and correct through the Closing
as if made on that date.
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  5.1         Organization and Good
Standing. The Company is and on the Closing will be duly organized,
validly existing and in good standing under the laws of the State of
Delaware.
  5.2         Authorized Capitalization. As
provided in its Articles of Incorporation, the authorized capital stock of the
Company consists of 100,000,000 common shares of common stock at par value
$.0001 per share, of which not more than 61,000,000 shares will be issued and
outstanding prior to the Closing and 50,000,000 shares, par value $.0001 per
share, are designated as preferred stock, none of which are issued or
outstanding or will be at Closing.
  5.3         Declaration of
Interest.The Company declares that in its decision to acquire
Canada, it is relying on independent legal, financial and tax experts and other
technical personnel, and that the Company’s decision to enter into this
Agreement is based upon its own independent judgment, investigation and
evaluation by disinterested members of its Board of Directors and management,
and not on any representations or warranties of the Shareholder, other than
those expressly stated in this Agreement and in the Schedules
hereto.  Furthermore, the Company hereby declares that its principle
business is the acquisition, exploration and development of mineral properties,
both in the United States and in foreign countries and that it has the requisite
technical and managerial personnel and experience to conduct such business and
that such technical and managerial experience was employed in the evaluation of
the mineral potential of Canada’s Properties,.
  5.4         Litigation. There are no
claims, actions, suits, proceedings or investigations pending or threatened
against or affecting the Company in any court or by or before any federal,
state, municipal or other governmental department, commission, board, bureau,
agency or other instrumentality, domestic or foreign, or arbitration tribunal or
other forum. There are no judgments, decrees, injunctions, writs, orders or
other mandates outstanding to which the Company is a party or by which it is
bound or affected.
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  5.5         Authorization and Validity.
The execution, delivery and performance by the Company of this Agreement and any
other agreements contemplated hereby, and the consummation of the transactions
contemplated hereby and thereby, has been approved by the disinterested members
of the Company’s Board of Directors. .  This Agreement and any
other agreement contemplated hereby have been or will be as of the Closing duly
executed and delivered by the Company and constitute and will constitute legal,
valid and binding obligations of the Company, enforceable against it in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights generally or
the availability of equitable remedies.
  5.6         Taxes.  All income,
excise, unemployment, social security, occupational, franchise and other taxes,
duties, assessments or charges levied, assessed or imposed upon the Company by
the United States or by any state or municipal government or subdivision or
instrumentality thereof have been duly paid or adequately provided for, and all
required tax returns or reports concerning any such items have been duly filed
or will be so filed.
  5.7         Indebtedness to or from
Affiliates.  The Company is not and will not be indebted to any
officer, director, employee or Shareholder thereof as of the
Closing.  No money or property is owed to the Company by any officer,
director, employee or Shareholder thereof, and none will be owed as of the
Closing.
  5.8         Consents; Approvals;
Conflict.  No consent, approval, authorization or order of any
court or governmental agency or other body is required for the Company to
execute and perform its obligations under this Agreement. Neither the execution,
delivery, consummation nor performance of this Agreement shall conflict with,
constitute a breach of the Company's articles of incorporation and bylaws, as
amended to date, or any note, mortgage, indenture, deed of trust or other
agreement of instrument to which the Company is a party or by which it is bound
nor, to the best of the Company's knowledge and belief, any existing law, rule,
regulation, or any decree of any court or governmental department, agency,
commission, board or bureau, domestic or foreign, having jurisdiction over the
Company.  The Company has timely, accurately, and completely filed all
reports, statements and schedules required under applicable federal and state
securities laws with the U.S. Securities and Exchange Commission and all
governing securities authorities, if any.
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  5.9         Disclaimer of Further Warranties;
Etc.  Except as expressly set forth in this Agreement and the
Schedule hereto, neither Canada nor the Shareholder has made any other
representation or warranty to the Company in connection with the
Exchange.  The Company's decision to enter into the Exchange is based
upon the Company's own independent judgment and investigation by disinterested
members of its Board of Directors and management and not on any representations
and warranties of Canada or the Shareholder other than those expressly stated in
this Agreement and in the Schedule hereto.
  6.           CONDITIONS TO OBLIGATIONS OF THE
PARTIES; DELIVERIES.  All obligations of the parties under this
Agreement are subject to the fulfillment, prior to the Closing, of all
conditions precedent and to performance of all covenants and agreements and
completion of all deliveries contemplated herein, unless specifically waived in
writing by the party entitled to performance or to demand fulfillment of the
covenant or delivery of the documents.
  6.1         Documents
to be delivered by Canada to the Company.  At
the Closing, the following documents shall be delivered to the Company by Canada
or the Shareholder, as the case may be, which documents shall be reasonably
satisfactory in form and content to the Company's
counsel:
  (a)           Certificates
executed by an authorized signing officer of Canada, dated as of the Closing,
certifying that the representations and warranties of Canada, contained in this
Agreement and the information set forth in the Schedule of Canada hereto are
then true and correct and that Canada has complied with all agreements and
conditions required by this Agreement and all related agreements to be performed
or complied with by Canada.
  (b)           A copy of
the directors' resolution or the minutes of the meeting of the directors of
Canada approving the execution and performance of this
Agreement.
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  (c)           The
certificates evidencing the Canada Shares, indorsed on the reverse side for
transfer or accompanied by a signed stock power in form reasonably satisfactory
to the Company.
  (d)           All
financial records of Canada.
  (e)           All
reports and documents in the possession of Canada related to any of the
Properties
  (f)           Minute
books of Canada containing incorporation documents and any amendments thereto,
bylaws, minutes of shareholder and director meetings, resolutions and
shareholder records.
  (g)           A legal
opinion of counsel to Canada, acceptable to the Company, covering: (i) the
existence and good standing of Canada as a corporation, (ii) the authorization
of the transactions contemplated herein by Canada, (iii) the valid issuance of
the Canada Shares that are to be exchanged hereunder, and (iv) the binding
nature of this Agreement upon execution by Canada, and the
Shareholders.
  6.2         Documents to be delivered to Canada
and the Shareholder. At the Closing the following documents shall be
delivered to Canada and the Shareholder by the Company, which documents shall be
reasonably satisfactory in form and content to Canada's counsel:
  (a)          
To the Shareholder, stock certificates evidencing the Exchange
Shares.
  (b)          
To Canada, a certificate executed by the Company dated as of the Closing,
certifying that the representations and warranties of the Company contained in
this Agreement and the information set forth in the Schedule of the Company are
then true and correct and that the Company has complied with all agreements and
conditions required by this Agreement to be performed or complied with by
it.
  (c)          
To Canada, a copy of the directors' resolution or the minutes of the meeting of
the directors of the Company approving the execution and performance of this
Agreement.
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  7.           OTHER COVENANTS OF THE
PARTIES. The parties agree that, prior to the Closing:
  7.1        Effectuation of this
Agreement. The parties hereto each will use their best efforts to cause
this Agreement and all related agreements to become effective, and all
transactions herein and therein contemplated to be consummated, in accordance
with its and their terms, to obtain all required consents, waivers and
authorizations of governmental entities and other third parties, to make all
filings and give all notices to those regulatory authorities or other third
parties which may be necessary or reasonably required in order to effect the
transactions contemplated in this Agreement, and to comply with all federal,
local and State rules and regulations as may be applicable to the contemplated
transactions in the United States.
  7.2        Restriction on Action. The
parties each agree that they will not do any thing or act prohibited by this
Agreement or any related agreement, or fail to do any thing or act which he or
it has undertaken to do in this Agreement or any related agreement.
  7.3       
Confidentiality. Canada
the Shareholders and the Company covenant that they each will not disclose any
confidential information of the other parties, except to its officers,
directors, attorneys, accountants, and employees involved in these transactions,
and only then on the condition that such individuals not disclose the
information disclosed to them. Notwithstanding the foregoing, the terms of this
Agreement, or of any of the transactions contemplated hereby, may be disclosed
following execution hereof, provided that each party will provide at least
twenty-four hours' notice to the other party prior to making the initial public
announcement regarding the transaction. In addition, either party may disclose
this Agreement or any part hereof to any third party at any time if required to
do so by law, this Agreement or other contractual obligation. Canada and the
Shareholder acknowledge that the Company is a reporting company in the United
States and that the Company will control the public dissemination of information
about this transaction.
  16
  8.           SURVIVAL OF COVENANTS AND
WARRANTIES.
  8.1        Survival of Covenants and
Warranties.  The representations, warranties, covenants and
agreements made by Canada and Shareholder on the one hand, and the Company on
the other hand, shall survive the Closing for a period of two years and shall be
fully enforceable at law or in equity against such other party and its
successors and assigns for a period of one year after the Closing. Any
investigation at any time made by or on behalf of (or any disclosure to) any
party hereto shall not diminish in any respect whatsoever its right to rely on
the representations and warranties of the other party hereto.
  8.2        Notice of Claims. The Company,
Canada and the Shareholder each agree to give prompt written notice to the other
of any claim against the party giving notice which might give rise to a claim by
it against the other party hereto, stating the nature and basis of the claim and
the actual or estimated amount thereof.
  9.           TERMINATION OF THIS
AGREEMENT.
  9.1        Grounds for Termination. This
Agreement shall terminate:
  (a)           By
mutual written consent of the Company, the Shareholder and Canada;
or
  (b)           By
Company or Canada, if:
  (i)         all
the conditions precedent to its respective obligations hereunder have not been
satisfied or waived prior to the Closing, as it may be accelerated or
extended;
  (ii)        any
party shall have defaulted or refused to perform in any material respect under
this Agreement, or if the Company or Canada should have reasonable cause to
believe there has been a material representation concerning, or failure or
breach of, any representation or warranty by the other party, or if it appears
that either Canada or the Company has committed any unlawful acts affecting the
other party;
  17
  (iii)       the
transactions contemplated in this Agreement and related agreements have not been
consummated on the Closing, as it may be accelerated or extended,
OR
  (iv)       either
the Company or Canada shall reasonably determine that the transactions
contemplated in this Agreement have become inadvisable by reason of the
institution or threat by any federal, state or municipal governmental
authorities or by other person whatever of a formal investigation or of any
action, suit or proceeding of any kind against either or both parties which in
one party's reasonable belief is material in light of the other party's
business, prospects, properties or financial condition;
  9.2        Manner of Termination. Any
termination of this Agreement (other than an automatic termination) shall be
made in accordance with the above listed grounds and, if terminated by Canada or
the Company, shall be accompanied by a copy of the resolution of the terminating
party's board of directors. Written notice of termination shall be given to the
other party as required in this Agreement as promptly as is practical under the
circumstances. Upon a party's receipt of such termination notice, this Agreement
shall terminate and the transactions herein contemplated shall be abandoned
without further action by the parties.
  9.3        Survival of Confidentiality
Provisions. Upon termination of this Agreement for any reason, (i) the
covenants of the parties concerning the confidentiality and proprietary nature
of all documents and other information furnished hereunder shall remain in force
except as to information which has otherwise become public knowledge, and (ii)
each party shall promptly return all documents received from the other party in
connection with this Agreement. This Paragraph constitutes a mutual covenant of
the parties, and either may judicially enforce it.
  18
  10.         MISCELLANEOUS
PROVISIONS.
  10.1      Assignment. Neither this
Agreement nor any right created hereby or in any agreement entered into in
connection with the transactions contemplated hereby shall be assignable by any
party hereto without the prior written consent of the parties not seeking
assignment, and any purported assignment without such consent shall be null and
void and of no force or effect. No such assignment shall relieve the assignor of
any obligations created under this Agreement.
  10.2      Parties in Interest; No Third Party
Beneficiaries. Except as otherwise provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the parties and their respective heirs, legal representatives, successors and
permitted assigns. Neither this Agreement nor any other agreement contemplated
hereby shall be deemed to confer upon any person not a party hereto or thereto
any rights or remedies hereunder or thereunder, except as expressly set forth in
this Agreement.
  10.3      Entire Agreement. This
Agreement and the agreements contemplated hereby constitute the entire agreement
of the parties regarding the subject matter hereof, and supersede all prior
agreements and understandings, both written and oral, among the parties, or any
of them, with respect to the subject matter hereof.
  10.4      Severability. If any provision
of this Agreement is held to be illegal, invalid or unenforceable under present
or future laws effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision never comprised a part hereof; and the
remaining provisions hereof shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom. Further, in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a
provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid and
enforceable.
  19
  10.5      Survival of Representations,
Warranties and Covenants. The representations, warranties and covenants
of all parties contained herein shall survive the Closing, and all statements
contained in any certificate, exhibit or other instrument delivered by or on
behalf of the Company or Canada, as the case may be, and, notwithstanding any
provision in this Agreement to the contrary, shall survive the
Closing.
  10.6      Interpretation. This Agreement
shall be governed by and construed under the laws of the State of Delaware with
the exception that if any provision of this Agreement is deemed to be in
conflict with any treaty duly ratified between the Government of the United
States and the Government of Canada, including but not limited to tariff and
trade agreements, tax treaties, general treaties of commerce and business, or if
any provision of the Agreement is deemed to be in conflict with any pertinent
provision of the Mining laws of Canada, then such provision shall be governed by
and interpreted under the law of the specific treaty as ratified jointly by the
governments, or in the case of a conflict of any of the provisions herein with
any of the provisions of the Mining Law of Canada, then said provision shall be
governed by and interpreted under the Mining Law of Canada.
  10.7      Captions.  The
captions in this Agreement are for convenience of reference only and shall not
limit or otherwise affect any of the terms or provisions hereof. Whenever the
context requires, the gender of all words used herein shall include the
masculine, feminine and neuter, and the number of all words shall include the
singular and plural. Use of the words "herein", "hereof", "hereto" and the like
in this Agreement shall be construed as references to this Agreement as a whole
and not to any particular provision in this Agreement, unless otherwise
noted.
  10.8      Notice. Any notice or
communication hereunder or in any agreement entered into in connection with the
transactions contemplated hereby must be in writing and given by depositing the
same in the United States mail, addressed to the party to be notified, postage
prepaid and registered or certified with return receipt requested, by telefax
transmission or by delivery by use of a messenger which regularly retains its
delivery receipts. Such notice shall be deemed received on the date on which it
is delivered to the addressee. For purposes of notice, the addresses of the
parties shall be, if to Shareholders, sent to Canada for forwarding,
and:
  20
 
 If
      to Canada:
                      c/o
      Todd Montgomeryor
      the Shareholder
                      870
      State Route 339,Yerington,
      NV 89447-2945If
      to Company:
                      1135
      Terminal WaySuite
      207B Reno, NV
89502
 
 10.9      
Counterparts. This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid and
binding execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents.  The Company
shall be responsible to provide each party to the Agreement, a fully executed
copy once all signatures have been received.
  10.10     Prevailing Party (Attorneys' Fees)
Clause. In the event of any litigation or proceeding arising as a result
of the breach of this Agreement or the failure to perform hereunder, or failure
or untruthfulness of any representation or warranty herein, the party or parties
prevailing in such litigation or proceeding shall be entitled to collect the
costs and expenses of bringing or defending such litigation or proceeding,
including reasonable attorneys' fees, from the party or parties not
prevailing.
  10.11     Relationship of the Parties.
Nothing in this Agreement is intended to be construed so as to suggest that the
parties hereto are partners or joint ventures, or that any party or its
employees is the employee or agent of the other. Neither Canada nor the Company
has any express or implied right or authority under this Agreement to assume or
create any obligations on behalf of or in the name of the other party to any
contract, agreement, arrangement, understanding or undertaking with any third
party.
  21
  10.12     No Advice
Given.  Canada and the Shareholder acknowledge and agree that
they have neither asked for nor received any legal or tax advice from the
Company or its Directors or any other person associated with the Company in
regard to this Agreement or the transactions herein contemplated, and have
instead relied on advice and counsel furnished by their own legal or other
advisers in order to satisfy themselves as to the tax and other legal
implications to them of the Exchange and issuance of the Exchange
Shares.
  10.13     Acknowledgment by Shareholder.
The Shareholder acknowledges and agree that their execution of this Agreement
shall constitute a written consent in lieu of a meeting of the Shareholders of
Canada, and that no meeting of or written consent or other action by the
Shareholder of Canada is necessary to ratify the valid execution and performance
of this Agreement and consummation of the Exchange by Canada.
  IN
WITNESS WHEREOF, all parties have executed this Agreement as of the date first
written above;
  INFRASTRUCTURE
      MATERIALS CORP./s/ Mason DouglasMason
      Douglas, PresidentCANADIAN
      INFRASTRUCTURE CORP./s/ Todd MontgomeryTodd
      Montgomery, PresidentTHE
      SHAREHOLDER/s/ Todd MontgomeryTodd
      Montgomery, sole shareholder:
  22
 
 Schedule
‘A’
 
 The
Dauphin quarry leases are 6 miles west (10 kms) & 6 miles south of Dauphin
on paved highways. Hwy 5 is a major road to Saskatchewan and it follows a
railway. There is also a gas pipeline along the hwy. All the leases are
accessible by gravel or dirt roads.
 
 The
Winnipegosis & Spence Lake quarry leases are some 60 kms from Dauphin on a
paved highway. Most of these leases are accessible by gravel or dirt road. The
high grade limestone from these leases would be used to upgrade the lower grade
material from the Dauphin area.
 
 QL
                #
                LOCATION
                LOCATION
                HECTARESLEASE #
                
                
                SEC/TWP/RGE/MER1958
                1
                DAUPHIN
                06-024-19-W
                69.6971959
                2
                DAUPHIN
                06-024-19-W
                71.3691960
                3
                DAUPHIN
                06-024-19-W
                71.3751961
                4
                DAUPHIN
                06-024-19-W
                69.7021962
                5
                DAUPHIN
                12-024-20-W
                69.6081963
                6
                DAUPHIN
                12-024-20-W
                69.6991964
                7
                DAUPHIN
                12-024-20-W
                67.1781965
                8
                DAUPHIN
                12-024-20-W
                69.6971966
                9
                DAUPHIN
                11-024-20-W
                64.7501967
                10
                DAUPHIN
                11-024-20-W
                64.7501968
                11
                DAUPHIN
                11-024-20-W
                69.6971969
                12
                DAUPHIN
                11-024-20-W
                67.1781970
                13
                DAUPHIN
                10-024-20-W
                69.7021971
                14
                DAUPHIN
                10-024-20-W
                69.6111972
                15
                DAUPHIN
                10-024-20-W
                66.5361973
                16
                DAUPHIN
                10-024-20-W
                66.5371974
                17
                DAUPHIN
                16-024-20-W
                66.531
  23
 
 1975
              18
              DAUPHIN
              16-024-20-W
              69.6971976
              19
              DAUPHIN
              16-024-20-W
              66.5321977
              20
              DAUPHIN
              16-024-20-W
              69.6971978
              21
              DAUPHIN
              20-024-20-W
              69.6981979
              22
              DAUPHIN
              20-024-20-W
              69.6981980
              23
              DAUPHIN
              20-024-20-W
              69.6981981
              24
              DAUPHIN
              20-024-20-W
              69.4491983
              1
              WINNNIPEGOSIS
              03-030-17-W
              66.3691984
              2
              WINNNIPEGOSIS
              04-030-17-W
              64.7501985
              3
              WINNNIPEGOSIS
              06-030-17-W
              67.9881986
              4
              WINNNIPEGOSIS
              06-030-17-W
              66.3691987
              5
              WINNNIPEGOSIS
              09-030-17-W
              66.3691988
              6
              WINNNIPEGOSIS
              10-030-17-W
              64.7501989
              7
              WINNNIPEGOSIS
              18-030-17-W
              66.3691990
              8
              WINNNIPEGOSIS
              18-030-17-W
              63.9401991
              9
              WINNNIPEGOSIS
              19-030-17-W
              64.7501992
              10
              WINNNIPEGOSIS
              19-030-17-W
              66.3691993
              11
              WINNNIPEGOSIS
              19-030-17-W
              66.3691994
              12
              WINNNIPEGOSIS
              19-030-17-W
              16.1871995
              12
              WINNNIPEGOSIS
              19-030-17-W
              16.1871996
              13
              WINNNIPEGOSIS
              20-030-17-W
              64.7501997
              14
              WINNNIPEGOSIS
              20-030-17-W
              64.7501998
              15
              WINNNIPEGOSIS
              20-030-17-W
              64.7501999
              16
              WINNNIPEGOSIS
              20-030-17-W
              66.3692000
              17
              WINNNIPEGOSIS
              24-030-18-W
              65.5592001
              18
              WINNNIPEGOSIS
              24-030-18-W
              65.559
  24
 
 2002
              19
              WINNIPEGOSIS
              29-030-17-W
              20.2342003
              20
              WINNIPEGOSIS
              29-030-17-W
              59.6912004
              21
              WINNIPEGOSIS
              30-030-17-W
              66.3692005
              1
              SPENCE
              25-030-16-W
              57.4732006
              2
              SPENCE
              25-030-16-W
              67.4612007
              3
              SPENCE
              35-030-16-W
              57.1422008
              4
              SPENCE
              35-030-16-W
              56.4892009
              5
              SPENCE
              36-030-16-W
              59.0982010
              6
              SPENCE
              36-030-16-W
              55.8002011
              7
              SPENCE
              36-030-16-W
              61.9582013
              8
              SPENCE
              04-030-16-W
              66.3692015
              9
              SPENCE
              09-030-16-W
              66.3692016
              10
              SPENCE
              09-030-16-W
              64.4382017
              11
              SPENCE
              09-030-16-W
              67.9912018
              12
              SPENCE
              09-030-16-W
              62.5972019
              13
              SPENCE
              16-030-16-W
              63.1232020
              14
              SPENCE
              16-030-16-W
              65.8432021
              15
              SPENCE
              16-030-16-W
              61.0362022
              16
              SPENCE
              16-030-16-W
              62.0502023
              17
              SPENCE
              21-030-16-W
              61.9502024
              18
              SPENCE
              21-030-16-W
              62.5412025
              19
              SPENCE
              21-030-16-W
              67.9912026
              20
              SPENCE
              21-030-16-W
              67.9882027
              21
              SPENCE
              19-030-16-W
              64.7502028
              22
              SPENCE
              19-030-16-W
              66.3692029
              23
              SPENCE
              19-030-16-W
              67.988
  25
 
 2030
              24
              SPENCE
              19-030-16-W
              67.9882031
              25
              SPENCE
              20-030-16-W
              65.7142032
              26
              SPENCE
              20-030-16-W
              33.1842033
              27
              SPENCE
              20-030-16-W
              50.9892037
              28
              SPENCE
              36-030-16-W
              61.3222039
              29
              SPENCE
              28-030-16-W
              57.5862040
              30
              SPENCE
              28-030-16-W
              66.3692041
              31
              SPENCE
              28-030-16-W
              66.3692042
              32
              SPENCE
              28-030-16-W
              66.3692043
              33
              SPENCE
              10-030-16-W
              64.7502044
              34
              SPENCE
              03-030-16-W
              64.7502045
              35
              SPENCE
              03-030-16-W
              66.3672050
              22
              WINNIPEGOSIS
              23-029-17-W
              65.9642051
              23
              WINNIPEGOSIS
              23-029-17-W
              65.9642052
              24
              WINNIPEGOSIS
              23-029-17-W
              67.5832055
              25
              DAUPHIN
              04-024-20-W
              67.1532056
              26
              DAUPHIN
              07-024-20-W
              67.0772057
              27
              DAUPHIN
              18-024-20-W
              68.3922058
              28
              DAUPHIN
              30-024-20-W
              70.4152059
              29
              DAUPHIN
              30-024-20-W
              69.6062060
              30
              DAUPHIN
              30-024-20-W
              69.6062061
              31
              DAUPHIN
              30-024-20-W
              70.0102062
              32
              DAUPHIN
              36-024-21-W
              69.6062063
              33
              DAUPHIN
              36-024-21-W
              69.6062064
              34
              DAUPHIN
              36-024-21-W
              70.0102065
              35
              DAUPHIN
              36-024-21-W
              69.60695
              
              
              6,090,052
  26