Lexaria Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






THIS JOINT VENTURE AGREEMENT made the 27th
day of May, 2014 (the "Execution Date"). 

AMONG 


	
      ENERTOPIA CORPORATION, a corporation duly
      incorporated under the laws of the State of Nevada with its executive
      office at 950-1130 West Pender Street, Vancouver, British Columbia
  

	  
	("Enertopia") 



AND: 


	
      LEXARIA CORP., a corporation duly
      incorporated under the laws of the State of Nevada with its executive
      office at 950-1130 West Pender Street, Vancouver, British Columbia
  

	  
	("Lexaria" and together with Enertopia, the "Parties")
  



WHEREAS: 

A.          ENERTOPIA and LEXARIA each wish to develop a business of
legally producing, manufacturing, propagating, importing/exporting, testing,
researching and developing, marijuana (the "Business") located at the street
address of 5070 Benson Drive, Burlington, ON (the "Property"), and on or about
April 10, 2014, the Parties entered a Letter of Intent that set forth the basic
terms of a proposed joint venture agreement between Enertopia and Lexaria for
those purposes. 

C.          ENERTOPIA wishes to acquire a license from Health Canada a
license to designate ENERTOPIA as a Licensed Producer pursuant to Canada's
Marijuana for Medical Purposes Regulations (the "License") 

D.          The Parties are entering into this Agreement to set out the
terms and conditions by which Enertopia does own a 51% interest in the Business
and Lexaria does own a 49% interest in the Business; and the terms and
conditions on which the Parties will form and operate the joint venture to
jointly participate in the Business (the "Joint Venture"). 

          NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto agree each with the
other as follows: 

1.     DEFINITIONS AND SCHEDULES


1.01     In this Agreement, unless the context otherwise requires,
the following terms will have the following meanings: 









"Effective Date" means the first business day following the day on which Enertopia has received the final and duly issued License from Health Canada and has notified Lexaria of such receipt. 


"Environmental Laws" means all applicable civil and criminal foreign, federal, state or local laws, statutes, ordinances, common law, rule, regulations relating to pollution or protection of the environment, human health and safety, and
natural resources, including those relating to releases of Hazardous Materials or otherwise relating to the use, manufacture, processing, distribution, generation, treatment, storage, disposal, transport or handling of Hazardous Materials.


"Environmental Liability" means, with respect to any Person, any and all losses, liabilities, obligations, penalties, claims, lawsuits, criminal charges, claims, defenses, costs, judgments, trials, proceedings, damages, loss of profits,
disbursements or expenses of any nature (including legal fees and the fees of consultants and experts and the expenses incurred in the investigation, defense or follow-up of any lawsuit, claim or proceeding, including any environmental claim) that
may, on any date, be imposed on, incurred by or determined or ruled against, such person or any of its affiliates, shareholders, directors, officers, employees and/or agents, to the extent derived from or related to the exposure to any Hazardous
Material, the release, presence, production, use, handling, emission, transportation, storage, treatment, discharge or disposal of any Hazardous Material and the infringement or alleged infringement of any Environmental Law. 


"Governmental Authorities" means any governments, whether federal, provincial, or municipal, and any branch, department or ministry thereof, or any governmental agency, authority, board, tribunal or commission of any kind whatsoever. 


"Hazardous Material" means all materials, wastes or substances defined by, or regulated under, any Environmental Laws as a hazardous waste, hazardous material, hazardous substance, extremely hazardous waste, restricted hazardous waste,
special waste, industrial substance or waste, contaminant, pollutant, toxic waste, or toxic substance, including petroleum, petroleum-derived products or wastes, asbestos, radioactive materials or wastes and polychlorinated biphenyls. The term
Hazardous Materials shall include in general any waste, material or substance that is of a corrosive, reactive, explosive, toxic, flammable or infectious nature pursuant to the Environmental Laws, including but not limited to radon gas, asbestos,
friable asbestos, asbestos containing materials, lead and lead based paint, mold, polychlorinated biphenyls, urea formaldehyde foam insulation, underground or above-ground storage tanks, whether empty or containing any substance.


"Joint Venture" has the meaning assigned thereto in Section 4.01 of this Agreement.


"Joint Venture Assets" means those assets listed in Section 2.01 hereto and any future assets purchased by or on behalf of the Business and all other property, whether real or personal, which is owned, leased, held, developed,
constructed or acquired for the Business by or on behalf of the Parties.


"Joint Venture Loan" means any and all loans, debts, obligations incurred by the Parties to operate the Business in accordance with Section 6.02 hereof 






"Law" or "Laws" means all applicable domestic and
foreign national, federal, state and local Laws (statutory or common), rules,
ordinances, regulations, grants, concessions, franchises, licenses, orders,
directives, judgments, decrees, and other governmental restrictions, including
permits and other similar requirements, whether legislative, municipal,
administrative or judicial in nature. 

"Lease Agreement" means the Letter of Intent to lease
agreement between Enertopia, Lexaria, and Jeff Paikin (President of New Horizon
Development Group Inc) dated April 10, 2014 pursuant to which the Property is
leased by Enertopia and Lexaria. 

"Liabilities" means: (i) any and all penalties, costs,
losses, damages, judgments, settlements, disbursements, expenses, fees,
obligations, debts, duties, judgments and other liabilities howsoever
characterized, whether known or unknown, accrued or unaccrued, actual,
contingent or otherwise, and any and all actions, claims, contests, suits,
proceedings, demands and other judicial or administrative actions seeking to
impose any of the foregoing; and (ii) Environmental Liabilities. 

"LOI" means the letter of intent dated April 10, 2014
between Enertopia and Lexaria.

"MMPR" means the Canadian Marijuana for Medical Purposes
Regulations. 

"Management Agreements" has the meaning assigned thereto
in Section 6.01. 

"Management Compensation" has the meaning assigned
thereto in Section 6.01. 

“Manager” has the meaning assigned thereto in Section
4.02. 

"Net Profits" means income available for distribution to
the Parties after deducting all expenses incurred by the Business including but
not limited to payment of the Management Compensation as determined by audited
quarterly financial statements of the Business, and specifically exclude
non-Business activities of the Parties. 

"Operations" means all activities carried out by the
Manager in respect of the Business.

"Ownership Interest" means all the right, title
and interest of a Party in and to the Joint Venture, the Joint Venture Assets,
any Joint Venture Loan and accrued interest thereon and the Party's interest in
and to this Agreement. 

"Permitted Encumbrances" means: 

	a. 	
      liens for Taxes, assessments and governmental charges due
      and being contested in good faith and diligently by appropriate
      proceedings (and for the payment of which adequate provision has been
      made);

	 	 
	b. 	
      servitudes, easements, restrictions, rights of parties in
      possession, zoning restrictions, encroachments, reservations,
      rights-of-way and other similar rights in real property or
  any interest therein, provided the same are not of such
      nature as to materially adversely affect the validity of title to or the
value, marketability or use of the property subject thereto;








	c. 	
      liens for Taxes either not due and payable or due but for
      which notice of assessment has not been given;

	 	 
	d. 	
      security given in the ordinary course of the Business to
      any Governmental Authority in connection with the operations of the
      Business, other than security for borrowed money;

	 	 
	e. 	
      the reservations in any original grants from the Crown of
      any real property or interest therein and statutory exceptions to title
      that do not materially detract from the value of the real property
      concerned or materially impair its use in the operation of the Business;
      and



"Person" means any individual, firm, partnership, joint
venture, trust, corporation, limited liability company, unincorporated
organization, estate or other business entity. 

"Parties" means the parties to this Agreement and their
respective successors and permitted assigns which become parties pursuant to
this Agreement. 

"Tax" and "Taxes" shall mean any or all Canadian
federal, provincial, local or foreign (i.e. non-Canadian) income, gross
receipts, real property gains, goods and services, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental,
customs duties, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum, or
other taxes, levies, governmental charges or assessments of any kind whatsoever,
including, without limitation, any estimated tax payments, interest, penalties
or other additions thereto, whether or not disputed. 

1.02     The following are Schedules to this Agreement: 

Schedule "A" – Estimated Cash
Flow Calculation for the 12 months from the Execution Date 
Schedule "B" –
Restrictive Legends 

2.     INITIAL CONTRIBUTIONS &
INTERESTS

2.01     The Parties contribute the following as their initial
contributions to the Business: 

	 	(a) 	
      ENERTOPIA, as its initial contribution, hereby
      contributes $45,000 to the Joint Venture bank account.

	 	 	 
	 	(b) 	
      LEXARIA, as its initial contribution, hereby contributes
      $55,000 to the Joint Venture bank account.







2.02     The Parties shall have the following Ownership Interests
under this Agreement and of the Business: 

Enertopia - 51% 
Lexaria - 49% 

2.03     The Parties shall bear the costs arising under this
Agreement and the operation of the Business as to the following, as further
described in this Agreement (the “Cost Interests”): 

Enertopia - 45% 
Lexaria - 55% 

2.04     The Parties shall have the following insured liability for
all things that are not operating costs arising under this Agreement and the
operation of the Business as to the following: 

Enertopia - 51% 
Lexaria - 49% 

2.05     The Parties shall receive all revenues and profits derived
from the operation of the Business as to the following, as further described in
this Agreement (the “Revenue Interests”): 

Enertopia - 51% 
Lexaria - 49% 

3.      REPRESENTATIONS, WARRANTIES AND
COVENANTS 

3.01     Each of Enertopia and Lexaria represents and warrants to
the other as follows: 

	 	(a) 	
      It is duly incorporated and is in good standing as to the
      filing of annual returns under the laws of the jurisdiction of its
      incorporation.

	 	 	 
	 	(b) 	
      It has the corporate or other power to enter into this
      Agreement.

	 	 	 
	 	(c) 	
      All necessary and requisite corporate proceedings,
      resolutions and authorizations have been or will be taken, passed, done
      and given to authorize, permit and enable it to execute and deliver this
      Agreement.

	 	 	 
	 	(d) 	
      The entering into of this Agreement will not be in
      contravention or constitute default under the laws of the incorporation
      jurisdiction of the Party or any indenture, deed, agreement, undertaking
      or obligation of the Party or to which it is a party.

	 	 	 
	 	(e) 	
      There are no actions or proceedings pending or, to its
      knowledge threatened which challenge the validity of this Agreement or
      which might result in a material adverse change in the financial condition of any Party or which
      would materially adversely affect its ability to perform its obligations
      under this Agreement or any other document in connection with
them.








	 	(f) 	
      This Agreement is a valid, binding and enforceable
      obligation of each of the Parties in accordance with its terms.

	 	 	 
	 	(g) 	
      It will maintain the Lease Agreement in good standing and
      it will take all such actions as may be necessary to provide that the
      leased property will at all times during the term of this Agreement remain
      available for the operation of the Business.

	 	 	 
	 	(h) 	
      It has not, and to the best of its knowledge and
      following due inquiry, nor has any other Person, in relation to the
      Business received any notice of any breach of any Law or notice of default
      of any of the terms or provisions of any agreements or instruments in
      respect of the Business and it has no knowledge of any act or omission or
      any condition with respect to the Business which could be give rise to any
      such notice.

	 	 	 
	 	(i) 	
      None of the foregoing representations and warranties
      contains any untrue statement of a material fact or omits to state any
      material fact.

	 	 	 
	 	(j) 	
      The issuance of the Shares by Lexaria to Enertopia as
      contemplated herein is being made pursuant to an exemption from the
      registration and prospectus requirements of applicable securities laws
      pursuant to Section 2.12 of National Instrument 45-106

	 	 	 
	 		
      Prospectus and Registration Exemptions and in an
      offshore transaction to a person who is not a U.S. Person pursuant to
      Regulation S under the United States Securities Act of 1933, as amended
      (the "1933 Act") and ENERTOPIA confirms to and covenants with Enertopia
      that:



(i)     it will comply with all
requirements of applicable securities laws in connection with the issuance to it
of the shares and the resale of any of the Shares; and 

(ii)     the Shares have not been
registered under the 1933 Act or the securities laws of any State of the United
States and that Enertopia does not intend to register the Shares under the
Securities Act of 1933, or the securities laws of any State of the United
States and has no obligation to do so. 

	 	(k) 	
      Upon the issuance of the Shares to Lexaria and until such
      time as is no longer required under applicable securities laws, the
      certificates representing the Shares will bear legends in substantially
      the form set forth in Schedule "B" hereto.







4.     FORMATION OF JOINT VENTURE AND
MANAGEMENT 

4.01     Upon completion of the transactions in Section 5.01(b)
below, Enertopia and Lexaria shall be deemed to have formed a joint venture for
the operation and further development of the Business (the "Joint Venture").


4.02     Enertopia shall act as the manager of the Operations (the
"Manager") for so long as its Ownership Interest is 51% or more. Enertopia may
designate a specified individual as Manager if the Parties unanimously consent
to such appointment. If any party, including Lexaria, gains a 51% Ownership
Interest in the Business, then Enertopia shall have the obligation, if requested
by the 51% Ownership Interest party, to surrender the Manager position.

4.03     At the time of formation of the Joint Venture the Parties
shall also establish a management committee to determine overall policies,
objectives, procedures, methods and actions for the Joint Venture (the
"Management Committee"). The Management Committee shall consist of one member
appointed by Enertopia and one member appointed by Lexaria. Each Party may
appoint one or more alternates to act in the absence of a regular member. Any
alternate so acting shall be deemed a member. Appointments by a Party shall be
made or changed by notice to the other members. 

4.04     Each Party, acting through its appointed member in
attendance at the meeting, shall have the votes on the Management Committee in
proportion to its Ownership Interest, EXCEPT AS NOTED in Section 4.05, below.
The representative of the Party whose Ownership Interest is equal to, or greater
than, 51% at any time will be the chairperson of Management Committee meetings
and will have a casting vote.

4.05     UNANIMOUS CONSENT of the Management Committee is required
in each of these circumstances:

	 	i) 	
      Aggregate funding schedules or budgets for all aspects of
      building, growing and operating the Business that involve budgets of
      $100,000 or more;

	 	 	 
	 	ii) 	
      Each capital expenditure incurred by the Business or
      Joint Venture of more than $100,000 and each salary, wage or bonus offered
      by the Business or Joint Venture of more than $100,000 per
  annum;



4.06     The Management Committee shall hold regular meetings
annually at agreed places. The Manager shall give seven (7) days’ notice to the
Party of such meetings. Additionally, either Party may call a special meeting
upon fifteen (15) days’ notice to the other Party. In case of an emergency,
reasonable notice of a special meeting shall suffice. There shall be a quorum if
at least one member representing each Party is present; provided,
however, that if a Party fails to attend two consecutive properly called
meetings, then a quorum shall exist at the second meeting if the other Party is
represented by at least one appointed member, and a vote of such Party shall be
considered the vote required for the purposes of the conduct of all business
properly noticed even if such vote would otherwise require unanimity. 





	 	(a) 	
      If business cannot be conducted at a regular or special
      meeting due to the lack of a quorum, either Party may call the next
      meeting upon two (2) days’ notice to the other Party.

	 	 	 
	 	(b) 	
      Each notice of a meeting shall include an itemized agenda
      prepared by the Manager in the case of a regular meeting or by the Party
      calling the meeting in the case of a special meeting, but any matters may
      be considered if either Party adds the matter to the agenda at least three
      (3) days before the meeting or with the consent of the other Party. The
      Manager shall prepare minutes of all meetings and each agenda for a
      meeting shall include the consideration and approval of the minutes of the
      immediately preceding meeting of the Management
  Committee.



4.07     In lieu of meetings in person, the Management Committee
may conduct meetings by telephone or video conference, so long as minutes of
such meetings are prepared in accordance with Section 4.06. The Management
Committee may also take actions in writing signed by all members. 

4.08     Except as otherwise delegated to the Manager in Section
4.09, the Management Committee shall have exclusive authority to determine all
matters related to overall policies, objectives, procedures, methods and actions
for the Joint Venture. The Management Committee shall decide every question
submitted to it by a vote. 

4.09     Subject to the terms and provisions of this Agreement, the
Manager shall have the following powers and duties: 

	 	(a) 	
      The Manager shall manage, direct and control Operations
      with best efforts towards maximum efficiencies and profitability.
  

	 	  	
      

	 	(b) 	
      The Manager shall keep the Joint Venture Assets free and
      clear of all Encumbrances, except for those existing at the time of, or
      created concurrently with, the acquisition of such Joint Venture Assets.
      

	 	  	
      

	 	(c) 	
      The Manager shall obtain and maintain for itself and at
      its own cost, such insurance, with such limits and deductibles, as would
      normally be maintained by a reasonably prudent manager in the
      circumstances. 

	 	  	
      

	 	(d) 	
      The Manager shall keep the other Party advised of all
      Operations by submitting in writing to the other Party a report every 30
      days. At all reasonable times the Manager shall provide the other Party
      access to, and the right to inspect, audit, and copy all production
      reports, invoices, operations and other information acquired in
      Operations. 

	 	  	
      

	 	(e) 	
      The Manager shall arrange for the Parties to be provided
      with complete operational financial statements every 90 days that are not
      more than 45 days in arrears. 








	 	(f) 	
      The Manager shall allow the other Party, at such Party’s
      sole risk and expense, and subject to the Manager’s safety regulations, to
      inspect the Property and Operations at all reasonable times.

	 	 	 
	 	(g) 	
      The Manager shall make or arrange for all payments
      required by leases, licenses, permits, contracts and other agreements
      related to the Joint Venture Assets and the Business.

	 	 	 
	 	(h) 	
      The Manager shall pay all Taxes, assessments and like
      charges on Operations and the Business.

	 	 	 
	 	(i) 	
      The Manager shall:




	 	(i) 	
      apply for all necessary permits, licenses and approvals
      whether local, regional, provincial or federal;

	 	 	 
	 	(ii) 	
      comply with applicable Laws in all substantial respects;
      and

	 	 	 
	 	(iii) 	
      notify promptly the Management Committee of any
      allegations of substantial violation thereof.



4.10     The Manager shall conduct all Operations in a good,
workmanlike and efficient manner, in substantial accordance with sound industry
standards and practices, and in substantial accordance with the terms and
provisions of applicable leases, licenses, permits, contracts and other
agreements pertaining to the Business and/or the Joint Venture Assets. The
Manager shall not be liable to the other Party for any act or omission resulting
in damage or loss unless the same is a result of the Manager’s wilful misconduct
or negligence. 

5.     ACQUISITION OF OWNERSHIP INTEREST AND
MORTGAGE 

5.01     Enertopia will have acquired a 51% Ownership Interest in
the Business by satisfying the requirements set out in this Section 5.01: 

	 	a) 	
      Executing the Letter of Intent of April 10, 2014
      (completed)

	 	b) 	
      Executing this Agreement

	 	c) 	
      Pay to a Joint Venture bank account CDN$45,000 as an
      initial amount to upgrade the Business as may be necessary pursuant to
      MMPR requirements or as may otherwise be required to advance the
      Business.



5.02     Lexaria will have acquired a 49% Ownership Interest in the
Business by satisfying the requirements set out in this Section 5.02: 

	 	a) 	
      Executing the Letter of Intent of April 10, 2014
      (completed)

	 	b) 	
      Executing this Agreement








	 	c) 	
      Pay to a Joint Venture bank account CDN$55,000 as an
      initial amount to upgrade the Business as may be necessary pursuant to
      MMPR requirements or as may otherwise be required to advance the
      Business

	 	d) 	
      Issuing 500,000 Definitive Agreement restricted common
      shares to Enertopia as required in the April 10, 2014 Letter of Intent
      (completed), to be released to Enertopia when a valid MMPR license has
      been received by Health Canada. In the event the Health Canada license has
      not been received within 24 months of the date of this Agreement, the
      Definitive Agreement shares shall be cancelled and returned to
      treasury.



5.03     In the event the Health Canada MMPR license has not been
received within 24 months of the date of this Agreement, this Agreement shall
terminate and the Parties will be released from all subsequent obligations under
this Agreement, unless the Parties agree unanimously to extend this Agreement
for an additional 12 months under the same terms and conditions.

6.     OPERATION OF JOINT VENTURE


6.01     During the period commencing on the Execution Date until
the third anniversary of the Execution Date, the Management Committee may enter
into certain management agreements (the "Management Agreements") with certain
employees or consultants of the Business pursuant to which such individuals will
receive compensation to be specified for a period to be specified in the
applicable Management Agreement (the "Management Compensation"). The Management
Compensation shall be payable out of the gross profits of the Business provided
however that any shortfall due to insufficient gross profits shall be paid by
the Joint Venture.

6.02     Funds required from time to time by the Parties to operate
the Business will be obtained first by funding as to 55% by Lexaria and 45% by
Enertopia into a jointly held and controlled bank accounts. If a Party wishes to
obtain a Joint Venture Loan to fund their required contribution to the Joint
Venture, they shall first provide the other Party with particulars of the terms
of any such proposed Joint Venture Loan including the amount of any commitment
or other loan fees, the security required by the lender and other terms and
conditions, and shall not finalize any such Joint Venture Loan without the prior
written approval of the other Party, such approval not to be unreasonably
delayed or withheld. No Party may encumber the Business nor offer the Business
as security without the express written permission of all other Parties to the
Business. 

6.03     Any Joint Venture Loan entered into in accordance with
Section 6.03 hereof shall be borne by the Parties hereto pro rata in proportion
to their Costs Interest at the time of demand for payment by such bank or
institution and if any of the Parties discharge any liabilities of the Parties
either directly or pursuant to such guarantee given hereunder then the Party
discharging the liabilities shall have the right to be reimbursed by the Party
or Parties not so contributing so that in the end result each of the Parties
shall have contributed in proportion as aforesaid. 

6.04     Commencing on the Execution Date, the Net Profits shall be
distributed to each of the Parties in proportion to their respective Revenue
Interests on a quarterly basis provided however for the 12 months following the
date of Health Canada granting a license under the MMPR, each party shall
re-invest 80% of the portion of Net Profits received by it back
into the Business for the further development of the Business. Thereafter any
reinvestment of Net Profits by the Parties shall be determined by the Management
Committee. The Parties agree to the estimated Cash Flow calculation for the 12
months following the Execution Date set forth in Schedule "A" hereto. Net Profit
Distribution to take place from the Joint Venture Bank account to the respective
Party bank accounts within 10 days of the quarterly financial statement
delivery.




6.05     If funds are required for the operation of the Business,
or other expenses related to the Business, then the Parties agree to advance
such funds in accordance with their Cost Interests (the "Contribution"), upon
the demand of the Management Committee. 

6.06     If either Party (the "Defaulter") fails to provide his or
her Contribution within 20 business days from the date required by the
Management Committee (the "Deficiency"), then the Party who has paid its
Contribution may give written notice to the Defaulter to pay its Deficiency. If
such Defaulter does not pay its Deficiency within 45 days of such notice, that
Party making its own Contribution as required (the "Contributor") will not be
required to but may pay all or any part of the Deficiency on behalf of the
Defaulter. If the Contributor pays all or any part of the Deficiency on behalf
of the Defaulter: 

	 	(a) 	
      The total amount advanced by the Contributor on behalf of
      the Defaulter will be aggregated from time to time and interest will
      accrue on the same from the date or dates of such contribution at a rate
      of interest equal to that charged by the Royal Bank of Canada’s prime rate
      plus six percent. Such total amount and all interest accrued and unpaid
      thereon from time to time will be herein called the "Deficiency
      Contribution";

	 	 	 
	 	(b) 	
      Any Deficiency Contribution will be Payable by the
      Defaulter to the Contributor on demand by the
  Contributor.



6.07     Each Party agrees to indemnify and save harmless the other
from and against any loss, costs or damages it may suffer as a result of its
failure to pay for its Ownership Interest of the amounts due and owing under the
Business. 

7.     RESTRICTIONS ON TRANSFER/RIGHT OF FIRST
REFUSAL 

7.01     Except as otherwise expressly permitted in this Agreement:


	 	(a) 	
      no Party shall, at any time during the course of this
      Agreement, sell, transfer or otherwise dispose of or offer to sell,
      transfer or otherwise dispose of any of its Ownership Interest unless that
      Party (the "Offeror") first offers by notice in writing (the "Offer") to
      the other Parties (the "Others") pro rata in accordance with their
      Ownership Interest the prior right to purchase, receive or otherwise
      acquire the same;

	 	 	 
	 	(b) 	
      the Offer shall set forth:




	 	(i) 	
      the Ownership Interest offered for
sale;








	 	(ii) 	
      the consideration therefor expressed only in lawful money
      of Canada;

	 	 	 
	 	(iii) 	
      the terms and conditions of the sale; and

	 	 	 
	 	(iv) 	
      that the Offer is open for acceptance for a period of
      sixty days after receipt of such Offer by the
Others;




	 	(c) 	
      any of the Others may accept such Offer and by such
      acceptance specify any additional portion of the Ownership Interest
      offered for sale that such Party is prepared to purchase in the event that
      any of the Others fail to accept such Offer and, if any of the Others fail
      to accept such Offer, such Party (pro rata if more than one) shall be
      entitled to purchase such additional portion of the Ownership Interest as
      shall be so available;

	 	 	 
	 	(d) 	
      if, and to the extent the Offer is not accepted, the
      Offeror may sell, transfer or otherwise dispose of his remaining Ownership
      Interest to any other person, firm or corporation (the "Third Party") only
      for the consideration and upon the terms and conditions as set out in the
      Offer but only within the period of ninety days after the expiry of the
      period for acceptance by the Others and, if the Offeror does not do so,
      the provisions of this Section 6.0l will again become applicable to the
      sale, transfer or other disposition of his Ownership Interest and so on
      from time to time;

	 	 	 
	 	(e) 	
      no disposition of any Ownership Interest in the Business
      permitted by this Section 6.01 shall be made unless the Third Party shall
      have entered into an agreement with the Others by which the Third Party
      shall be bound by and entitled to the benefit of the provisions of this
      Agreement and other Others shall enter into such an agreement;
  and

	 	 	 
	 	(f) 	
      any Party who shall have disposed of all of their
      Ownership Interest in compliance with the provisions of this Agreement
      shall be entitled to the benefit of and be bound by only the rights and
      obligations which arose pursuant to this Agreement prior to such
      disposition.



7.02     Except as specifically provided herein, no Party shall
mortgage, pledge, charge, hypothecate or otherwise encumber their Ownership
Interest or any part thereof without the prior written consent thereto of the
other Parties, which consent may be arbitrarily withheld. 

7.03     Notwithstanding any other provision of this Agreement, no
Party shall be entitled to sell, transfer or otherwise dispose of any of their
Ownership Interest or any part thereof without first obtaining the consent of
the other Parties, if such action would permit any other party to accelerate or
demand the payment of any Joint Venture Loan. 

8.     DEFAULT 

8.01     It is an event of default (a "Default") if a Party (the
"Defaulting Party", the other Parties being the "Non-Defaulting Parties"):




	 	(a) 	
      fails to observe, perform or carry out any of his
      obligations hereunder and such failure continues for 30 days after any of
      the Non-Defaulting Parties have, in writing, demanded that such failure be
      cured;

	 	 	 
	 	(b) 	
      fails to take reasonable actions to prevent or defend
      assiduously any action or proceeding in relation to any of their Ownership
      Interest for seizure, execution or attachment or which
  claims:




	 	(i) 	
      possession;

	 	 	 
	 	(ii) 	
      sale;

	 	 	 
	 	(iii) 	
      the appointment of a receiver or receiver-manager of its
      assets; or

	 	 	 
	 	(iv) 	
      forfeiture or termination;



of or against any of the Ownership
Interest of the Defaulting Party, and such failure continues for 30 days after a
Non-Defaulting Party has, in writing, demanded that the same be taken or the
Defaulting Party fails to defend successfully any such action or proceeding;


	 	(c) 	
      becomes bankrupt or commits an act of bankruptcy or if a
      receiver or receiver- manager of his assets is appointed or makes an
      assignment for the benefit of creditors or otherwise;

	 	 	 
	 	(d) 	
      fails after fourteen days' notice in writing to the other
      to resolve by agreement a course of conduct requiring approval of the
      Parties in accordance with Section 8.01 hereof.



8.02     In the event of a Default, the Non-Defaulting Parties may
do any one or more of the following: 

	 	(a) 	
      pursue any remedy available to them in law or in equity,
      it being acknowledged by each of the Parties that specific performance,
      injunctive relief (mandatory or otherwise) or other equitable relief may
      be the only adequate remedy for a Default;

	 	 	 
	 	(b) 	
      take all actions in their own names or in the name of the
      Defaulting Party or the Parties as may reasonably be required to cure the
      Default, in which event all payments, costs and expenses incurred therefor
      shall be payable by the Defaulting Party to the Non-Defaulting Parties on
      demand with interest at the Royal Bank of Canada prime commercial rate of
      interest for its most creditworthy customers plus 6% per
  annum;








	 	(c) 	
      implement the buy-sell procedure as set out in Section
      9.01 hereof;

	 	 	 
	 	(d) 	
      waive the Default provided, however, that any waiver of a
      particular Default shall not operate as a waiver of any subsequent or
      continuing Default.



9.      BUY-SELL PROCEDURE

9.01     If any of the Parties are desirous of purchasing the
Ownership Interest of a Defaulting Party as defined in Section 8.02 hereof, the
transaction shall be initiated and completed in the following manner. The said
party (hereinafter referred to as the "Offeror") shall give to the other party
(hereinafter referred to as the "Offeree") notice in writing which shall contain
the following terms and provisions: 

	 	(a) 	
      the price for the Ownership Interest to be
sold;

	 	 	 
	 	(b) 	
      an offer to buy all of the Ownership Interest owned by
      the Offeree at a fixed price determined solely by the Offeror;

	 	 	 
	 	(c) 	
      an offer to sell all of the Ownership Interest owned by
      the Offeror to the Offeree at a fixed price determined solely by the
      Offeror;

	 	 	 
	 	(d) 	
      payment of an amount equal to the total purchase price in
      cash or by certified cheque or other valuable consideration on
    closing.



9.02     Upon receipt of the notice, the Offeree may, within a
period of 30 days thereafter, accept either one of the offers contained in the
notice and shall give written notification to the Offeror accepting either the
Offeror's offer to purchase or the Offeror's offer to sell as contained in the
notice. 

9.03     The individual parties hereto agree that failure to accept
within the time limited as aforesaid shall be for all intents and purposes be
deemed to have been a rejection of the Offeror's offer to purchase in the same
manner as if the Offeree had, in fact, rejected such offer to purchase by notice
in writing. The appropriate offer in accordance with the foregoing and
acceptance thereof by either notice in writing or the failure of the Offeree to
accept the same shall be deemed to constitute a binding agreement of purchase
and sale as set out in the Offeror's notice and in the terms and provisions of
this Agreement. The transaction or transactions of purchase and sale arising
from the foregoing shall be completed within sixty days after acceptance. 

9.04     In the event of a sale of an Ownership Interest in the
said Business as herein provided for, the party selling shall in this Section be
referred to as the "Seller" and the party purchasing shall in this Section be
referred to as the "Purchaser", and the following additional provisions shall
apply: 

	 	(a) 	
      the date scheduled for closing (the "Closing") may be at
      any earlier date agreed to and fixed by the individual parties
    hereto;








	 	(b) 	
      any amount payable under the agreement of purchase and
      sale or other agreed transaction shall be paid by way of cash or by way of
      certified cheque;

	 	 	 
	 	(c) 	
      if, upon the date set for Closing, the Parties shall be
      indebted to the Seller in an amount recorded on the books of the Parties
      and verified by the auditors/accountants of the Parties, such indebtedness
      shall be paid to the Seller by the Parties at the time of
  Closing;

	 	 	 
	 	(d) 	
      if, upon the date set for Closing, the Seller shall be
      indebted to the Parties in an amount so recorded and verified, the
      Purchaser shall be entitled under the purchase price to pay, satisfy and
      discharge all or any portion of such indebtedness and to receive and to
      take credit against the purchase for the amount or amounts so paid on
      account of such indebtedness;

	 	 	 
	 	(e) 	
      if, on the date of Closing, the Seller is responsible on
      any covenant for the liabilities of Business the Purchaser shall procure
      for the Seller and deliver to him at the time of closing releases from any
      such covenants or guarantees or, failing that, shall indemnify the Seller
      from any claim, action, demand or liability that may arise by reason of
      such covenants or guarantees;

	 	 	 
	 	(f) 	
      if, on the date of Closing, the Seller shall have any
      securities lodged with any person, including the Parties' bankers, to
      secure any indebtedness of the Parties, then the Purchaser shall deliver
      the same free and clear of any claims in connection with such indebtedness
      to the Seller. In the event the Purchaser is unable to deliver the same,
      then the Purchaser shall execute all such documents as may be reasonably
      required in order to indemnify and save harmless the Seller in relation
      thereto;

	 	 	 
	 	(g) 	
      if, on the date of Closing, the Seller shall, for any
      reason, fail or refuse to complete the transaction, the Purchaser shall
      have the right upon such default without prejudice to any other rights
      which the Purchaser may have, upon payment by the Purchaser of the balance
      due on closing (less or plus any adjustment herein permitted) to the
      credit of the Seller in any chartered bank in the Province of British
      Columbia or the solicitors for the Business on behalf of and in the name
      of the Seller to complete the transaction as aforesaid and the Seller
      hereby irrevocably constitutes the Purchaser the true and lawful attorney
      of the Seller to complete the transaction and to execute any and every
      document necessary in that behalf;

	 	 	 
	 	(h) 	
      between the date of any offer and the date of Closing of
      any ensuing transaction neither the Seller nor the Purchaser shall do or
      cause to be done anything except in the ordinary course of
  business;

	 	 	 
	 	(i) 	
      notwithstanding any term or provision of this Agreement
      to the contrary, once any of the sale provisions hereinbefore referred to
      are invoked or become operative pursuant to the provisions of this
      Agreement, no other offer or notice of sale or intention to sell shall be
      given or accepted until the Closing or termination of the
  ensuing transaction.







10.     NO PARTNERSHIP 

10.01     Except as otherwise expressed in this Agreement, the
rights and obligations of the Parties will be, in each case, several, and will
not be or be construed to be either joint or joint and several. Nothing
contained in this Agreement will, except to the extent specifically authorized
hereunder, be deemed to constitute a Party a partner, an agent or legal
representative of the other Parties. It is intended that this Agreement will not
create the relationship of a partnership among the Parties and that no act done
by any Party pursuant to the provisions hereof will operate to create such a
relationship. 

11.     FINANCIAL 

11.01     Lexaria agrees to change its fiscal year-end to August 31
as soon as it is reasonable to do so.

11.02     Each Party shall be responsible for and pay their
own respective corporate and personal tax and duty obligations, whether in
Canada, the United States, or elsewhere, and each of the Parties shall hold the
other and the Joint Venture harmless and agree to indemnify them for those tax
and duty obligations, as well as and costs of collection, interest, fines,
penalties, or litigation.

11.03     The books of account of the Business shall be maintained
on an accrual basis in accordance with Generally Accepted Accounting
Principles, consistently applied, and shall show all items of income and
expense, all assets and liabilities and the contribution accounts of the
Parties. 

11.04     Enertopia, or the 51% ownership interest party, shall:


	 	(a) 	
      cause to be prepared and furnished to Lexaria and/or any
      ownership partners of less than 49.9%, promptly after the close of each
      fiscal period a balance sheet of the Business dated as of the end of the
      fiscal period, a related statement of income or loss and a related
      statement of source and application of funds for the Business for such
      fiscal period, all of which shall be certified in the customary manner by
      the Auditor, and the same information for the fiscal period as is required
      to be included in the periodic reports referred to in (b) below.

	 	 	 
	 	(b) 	
      upon request by Lexaria from time to time, provide to
      Enertopia any information about the business and activities of the
      Business necessary for the tax returns of Enertopia or other information
      on the business and affairs of the Business as may be reasonably requested
      by Enertopia.



11.05     Any Party shall have the right from time to time at all
reasonable times during usual business hours and without causing a material
disruption of the Business, to audit, examine and make copies of or extracts
from all records relating to the Business. Such right may be exercised through
any agent or employee of such Party designated by it, or by independent
accountants designated by such Party. Such Party shall bear all expenses incurred in any such
audit or examination or for copies or extracts made at such Party's request.




12.     CONFIDENTIALITY 

12.01     The making of this Agreement and the consummation of the
transactions contemplated in this Agreement will be maintained as strictly
confidential, and subject to the requirement of law and of governmental and
regulatory authorities, none of the Parties will make any disclosure concerning
the terms or conditions of this transaction or any other aspect of their
dealings, including, but not limited to, information relating to finances,
customers, technologies, or trade secrets except with the written consent of the
other Parties or as is necessary in order to carry out their respective
contributory duties under the terms of this Agreement. 

12.02     The above restrictions will not apply to any information
that: 

	 	(a) 	
      is in the public domain through no fault of the
      recipient;

	 	 	 
	 	(b) 	
      is authorized for disclosure by the disclosing
    Party;

	 	 	 
	 	(c) 	
      is received by the recipient from another unrestricted
      source;

	 	 	 
	 	(d) 	
      is independently developed by the recipient; or

	 	 	 
	 	(e) 	
      is lawfully required to be disclosed by a court or other
      judicial proceeding in any jurisdiction.



12.03     The Parties agree that because monetary damages alone
would be insufficient to consummate for a breach of these confidentiality
provisions, any Party may seek any judicial, nonjudicial or extraordinary relief
available in any court with competent jurisdiction to prevent the breach of
these provisions. This remedy is in addition to any other remedies that may be
available. 

13.     GENERAL PROVISIONS 

13.01     This Agreement shall terminate: 

	 	(a) 	
      if either Party sells or otherwise disposes of its
      Ownership Interest in the Business;

	 	 	 
	 	(b) 	
      The Parties, acting together, collectively sell the
      Business after which this Agreement will cease to have any effect or be
      binding upon the parties except in respect of the resolution of the rights
      and obligations of the parties during the period prior to such sale and
      the payment of all monies between the parties arising as a
  result;

	 	 	 
	 	(c) 	
      if the Parties hereto consent in writing to the
      termination hereof; or

	 	 	 
	 	(d) 	
      in accordance with Section 5.01(g)
  hereof.







13.02     Enertopia and Lexaria shall execute such further
assurances and other documents and instruments and do such further and other
things as may be necessary to implement and carry out the intent of this
Agreement. 

13.03     The provisions herein constitute the entire agreement
between the Parties and supersedes all previous expectations, understandings,
communications, representations and agreements, whether verbal or written,
including the LOI, between the Parties with respect to the subject matter
hereof. 

13.04     If any provision of this Agreement is unenforceable or
invalid for any reason whatever, it shall not affect the enforceability or
validity of the remaining provisions of this Agreement and such provision shall
be severable from the remainder of this Agreement. 

13.05     Any notice required to be given hereunder by any party
shall be deemed to have been well and sufficiently given if mailed by prepaid
registered mail return receipt requested, courier service or by electronic
communication, capable of producing a printed transmission to or delivered at
the address of the other party first written above or at such other address as
any of the parties may from time to time direct in writing, and any such notice
shall be deemed to have been received, if mailed or couriered, forty-eight hours
after the time of mailing or if sent by electronic communication on the date of
such communication. If normal mail service or courier service is interrupted by
strike, slow down, force majeure or other cause, a notice sent by the impaired
means of communication will not be deemed to be received until actually
received, and the party sending the notice shall utilize any other such services
which have not been so interrupted or shall deliver such notice in order to
ensure prompt receipt thereof. 

13.06     Time shall be of the essence hereof. 

13.07     This Agreement shall be governed by and construed in
accordance with the laws in force in the Province of British Columbia from time
to time. 

13.08     Should there be a disagreement or a dispute between the
parties hereto with respect to this Agreement or the interpretation thereof, the
same shall be referred to a single arbitrator pursuant to the Commercial
Arbitration Act of British Columbia and the determination of such arbitrator
shall be final and binding upon the parties hereto. 

13.09     The headings in this Agreement form no part of this
Agreement and shall be deemed to have been inserted for convenience only. 

13.10     Wherever the singular or the masculine is used throughout
this Agreement the same shall be construed as being the plural or the feminine
or the neuter or the body politic or corporate where the context so requires.
The headings immediately preceding each paragraph are inserted for the purpose
of convenience only and are to be excluded from any construction or
interpretation of this Agreement. 

13.11     Each of Enertopia and Lexaria shall make, do and execute
or cause to be made, done or executed all such further things, acts, documents, conveyances
and assurances as may be necessary or reasonably required to carry out the
intent and purpose of this Agreement fully and effectually.




13.12     This Agreement shall enure to the benefit of and be
binding upon the Parties and their respective personal representatives,
successors and permitted assigns. 

13.13     This Agreement may be signed by facsimile, pdf email
attachment or original and executed in any number of counterparts, and each
executed counterpart will be considered to be an original. All executed
counterparts taken together will constitute one agreement 

-Signature Page Follows- 




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


	ENERTOPIA CORPORATION 
	by its authorized signatory 
	  
	
	Per: 
	 
	 
	Authorized Signatory 
	  
	  
	  
	LEXARIA CORP. 
	by its authorized signatory 
	
	  
	Per: 
	 
	 
	Authorized Signatory 







SCHEDULE "A" 

Estimated Cash Flow Calculation for the 12 months from the
Execution Date

		15- Jun 	15-Jul
	15-Aug
	15-Sep 	15-Oct
	
15-Nov 	
15-Dec 	
16-Jan 	16-Feb
	16-Mar
	16-Apr
	16-May
	Total
  
	
    Cash on hand (beginning
      of month) 
	0 	0 	0 	0 	136,800 	205,200 	273,600 	410,400 	547,200 	684,000 	820,800 	957,600 	
	
    CASH RECEIPTS 

	
    TOTAL CASH RECEIPTS 
	0 	0 	0 	68,400 	136,800 	205,200 	273,600 	410,400 	547,200 	684,000 	820,800 	957,600 	4,104,000 
	
    CASH PAID OUT 
	 
	
    Electricity 
	2,000 	2,000 	2,000 	5,000 	5,000 	10,000 	12,000 	25,000 	25,000 	32,500 	40,000 	50,000 	210,500 
	
    Natural Gas 
	1,500 	1,500 	1,500 	1,500 	1,500 	4,500 	4,500 	4,500 	4,500 	4,500 	4,500 	4,500 	39,000 
	
    Security monthly monitoring 
	150 	150 	150 	150 	150 	150 	150 	150 	150 	150 	150 	150 	1,800 
	
    Phone, cell phones 
	400 	400 	400 	400 	400 	400 	400 	400 	400 	400 	400 	400 	4,800 
	
    Internet 
	300 	300 	300 	300 	300 	300 	300 	300 	300 	300 	300 	300 	3,600 
	
    Plant Labour 
	10,000 	10,000 	10,000 	10,000 	10,000 	20,000 	20,000 	30,000 	40,000 	50,000 	55,000 	60,000 	325,000 
	
    Scientist 
	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	10,000 	120,000 
	
    Person In Charge and Master
      Grower 
	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	15,000 	180,000 
	
    Soil 
	  	  	  	25,000 	  	  	25,000 	  	  	25,000 	  	  	75,000 
	
    Fertilizers 
	 
    	 
    	 
    	20,000 	10,000 	15,000 	20,000 	20,000 	25,000 	25,000 	30,000 	30,000 	195,000 
	
    Pots ( a one time
      cost 
	 
    	 
    	 
    	10,000 	 
    	10,000 	 
    	20,000 	 
    	 
    	20,000 	 
    	60,000 
	
    water maintenance
      filters 
	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	1,000
    	12,000 
	
    Security 
	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	60,000 
	
    Security Ground

	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	5,000
    	60,000 
	
    Lights 
	  	  	  	  	  	150,000 	150,000 	  	  	150,000 	  	  	450,000 
	
      SUBTOTAL 
	50,350 	50,350 	50,350 	108,350 	63,350 	246,350 	268,350 	136,350 	131,350 	323,850 	186,350 	181,350 	  1,796,700 
	
    TOTAL CASH PAID OUT 
	-50,350 	-50,350 	-50,350 	-39,950 	73,450 	-41,150 	5,250 	274,050 	415,850 	360,150 	634,450 	776,250 	  
	
    Cash on hand (end of month) 
	-50,350 	- 100,700 	- 151,050 	- 191,000 	- 117,550 	- 158,700 	- 153,450 	120,600 	536,450 	896,600 	1,531,050 	2,307,300 	









SCHEDULE "B" 

Restrictive Legends 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date that is 4 months
and one day from initial issuance of the security].

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

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