Filed by sedaredgar.com - Kitcher Resources Inc. - Exhibit 10.1






SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 22nd day of
December, 2008

AMONG:

KITCHER RESOURCES INC., a
Nevada corporation, C/O 15th Floor, 654 Madison Avenue, New York, New
York 10021

(“Pubco”)

AND:

BLUE WATER VENTURES OF KEY WEST,
INC., a Florida corporation, c/o W. Keith Webb, 1765 Country Walk Drive,
Orange Park, FL 32003 

(“Priveco”)

AND:

THE SHAREHOLDERS OF PRIVECO AS
LISTED ON SCHEDULE 1 ATTACHED HERETO

(the “Selling
Shareholders”)

WHEREAS:

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

	 	 
	B. 	
      Pubco has agreed to issue that number of post Share Split
      (as defined herein) common shares in the capital of Pubco as of the
      Closing Date (as defined herein) representing no less than 65% of the
      issued and outstanding shares of Pubco after giving effect to all
      transactions contemplated herein, to the Selling Shareholders as
      consideration for the purchase by Pubco of all of the issued and
      outstanding common shares of Priveco held by the Selling Shareholders;
      and

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



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

1. DEFINITIONS

1.1
Definitions

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




- 2 -

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

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

	 	 
	(c) 	
      “Closing Date” shall mean a date mutually agreed
      upon by the parties hereto in writing and in accordance with Section 10.6
      following the satisfaction or waiver by Pubco and Priveco of the
      conditions precedent set out in Sections 5.1 and 5.2
  respectively;

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

	 	 
	(e) 	
      “Exchange Act” shall mean the Securities Exchange
      Act of 1934, as amended;

	 	 
	(f) 	
      “GAAP” shall mean United States Generally Accepted
      Accounting Principles applied in a manner consistent with prior
      periods;

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

	 	 
	(h) 	
      “Private Placement” shall mean a private placement
      financing by Pubco for minimum gross proceeds of $1,550,000, to be
      completed on or before the Closing Date, of which the parties acknowledge
      $355,000 has been received by Pubco prior to the date hereof, consisting
      of up to 3,444,444 shares of common stock at $0.45 per share;

	 	 
	(i) 	
      “Priveco Shares” shall mean the 100 common shares
      of Priveco held by the Selling Shareholders, being all of the issued and
      outstanding common shares of Priveco beneficially held, either directly or
      indirectly, by the Selling Shareholders;

	 	 
	(j) 	
      Pubco Shares” shall mean that number of fully paid
      and non-assessable common shares of Pubco, to be issued to the Selling
      Shareholders by Pubco on the Closing Date, representing no less than 65%
      of the issued and outstanding shares of Pubco after giving effect to the
      Share Split and all of the other transactions contemplated
  herein;

	 	 
	(k) 	
      “SEC” shall mean the Securities and Exchange
      Commission;

	 	 
	(l) 	
      “Securities Act” shall mean the Securities Act of
      1933, as amended;

	 	 
	(m) 	
      “Share Split” shall mean a two for three reverse
      split of Pubco’s issued and outstanding common shares, to be completed on
      or before the Closing Date;

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







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



1.2 Schedules

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

	 	Schedule 1 	– 	Selling Shareholders 
	 	Schedule 1A 	– 	Execution Page for Selling Shareholders 
	 	Schedule 2 	– 	US Securities Law Questionnaire
    
	 	Schedule 3 	– 	Directors and Officers of Priveco 
	 	Schedule 4 	– 	Directors and Officers of Pubco
    
	 	Schedule 5 	– 	Priveco Leases, Subleases, Claims, Capital
      Expenditures, Taxes and Other Property Interests 
	 	Schedule 6 	– 	Priveco Intellectual Property
    
	 	Schedule 7 	– 	Priveco Material Contracts 
	 	Schedule 8 	– 	Priveco Employment Agreements
      and Arrangements 


1.3 Currency

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

2. THE OFFER, PURCHASE AND SALE OF SHARES

2.1 Offer, Purchase and
Sale of Shares

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

2.2
Consideration

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

     For
Selling Shareholders not resident in or a citizen of the United States:


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

   (“Securities
    Act”). [defined in Section 1.1(l) as “Securities Act”—change
    made globally]






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  NONE OF THE SECURITIES REPRESENTED HEREBY HAS BEEN REGISTERED
    UNDER THE SECURITIES 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 SECURITIES ACT, PURSUANT TO AN EFFECTIVE
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
    EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
    OF THE SECURITIES 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 SECURITIES ACT. “UNITED
    STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER
    THE SECURITIES ACT.”



For Selling Shareholders resident in
the United States:


  “NONE OF THE SECURITIES REPRESENTED HEREBY HAS BEEN
    REGISTERED UNDER THE SECURITIES ACT OR ANY U.S. STATE SECURITIES LAWS, AND,
    UNLESS SO REGISTERED, [reference to Reg S deleted – not applicable] OR
    PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
    OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
    TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 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 SECURITIES ACT. [same comment]



2.3 Share Exchange
Procedure

     Each
Selling Shareholder may exchange his, her or its certificate representing the
Priveco Shares by delivering such certificate to Pubco duly executed and
endorsed in blank (or accompanied by duly executed stock powers duly endorsed in
blank), in each case in proper form for transfer, with signatures guaranteed,
and, if applicable, with all stock transfer and any other required documentary
stamps affixed thereto and with appropriate instructions to allow the transfer
agent to issue certificates for the Pubco Shares to the holder thereof, together
with: 

	(a) 	
      The execution page for the Selling Shareholder in the
      form set out in Schedule 1A; and

	 	 
	(b) 	
      the US Securities Law Questionnaire (the “US
      Questionnaire”), a copy of which is set out in Schedule
  2.







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2.4 Fractional
Shares

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

2.5 Closing
Date

     The
Closing will take place, subject to the terms and conditions of this Agreement,
on the Closing Date, which shall occur within 45 days from the date hereof,
subject to any extension by mutual agreement of the parties.

2.6 Restricted
Shares

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

2.7 Exemptions

     The
Selling Shareholders acknowledge that Pubco has advised such Selling
Shareholders that Pubco is relying upon the representations and warranties of
the Selling Shareholders set out in the Questionnaires to issue the Pubco Shares
under an exemption from the registration requirements of the Securities Act.

3. REPRESENTATIONS AND WARRANTIES OF PRIVECO

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

3.1 Organization and Good
Standing

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




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3.2 Authority

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

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

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

	 	 
	(c) 	
      as limited by public policy.



3.3 Capitalization of
Priveco

     The
entire authorized capital stock and other equity securities of Priveco consists
of 14,000,000 common shares (the “Priveco Common Stock”) and 2,000,000
preferred shares (the “Priveco Preferred Stock”). As of the date of this
Agreement, there are 100 shares of Priveco Common Stock and 1,063,603 shares of
Priveco Preferred Stock issued and outstanding. All of the issued and
outstanding shares of Priveco Common and Preferred Stock have been duly
authorized, are validly issued, were not issued in violation of any pre-emptive
rights and are fully paid and non-assessable, are not subject to pre-emptive
rights and were issued in full compliance with the laws of the State of Florida.
There are no outstanding options, warrants, subscriptions, conversion rights, or
other rights, agreements, or commitments obligating Priveco to issue any
additional shares of Priveco Common or Preferred Stock, or any other securities
convertible into, exchangeable for, or evidencing the right to subscribe for or
acquire from Priveco any shares of Priveco Common or Preferred Stock. There are
no agreements purporting to restrict the transfer of the Priveco Common Stock,
no voting agreements, shareholders’ agreements, voting trusts, or other
arrangements restricting or affecting the voting of the Priveco Common
Stock.




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3.4 Title and Authority of
Selling Shareholders

     Each of
  the Selling Shareholders is and will be as of the Closing, the record [if necessary
  to Agreement and] beneficial owner of and will have good and marketable title
  to all of the Priveco Common Stock held by it and will hold such free and clear
  of all liens, charges and encumbrances whatsoever; and such Priveco Common Stock
  held by such Selling Shareholders have been duly and validly issued and are
  outstanding as fully paid and non-assessable common shares in the capital of
  Priveco. Each of the Selling Shareholders has due and sufficient right and authority
  to enter into this Agreement on the terms and conditions herein set forth and
  to transfer the registered, legal and beneficial title and ownership of the
  Priveco Common Stock held by it.

3.5 Shareholders of
Priveco Common Stock

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

3.6 Directors and Officers
of Priveco

     The duly
elected or appointed directors and the duly appointed officers of Priveco are as
set out in Schedule 3.

3.7 Corporate Records of
Priveco

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

3.8
Non-Contravention

     Neither
the execution, delivery and performance of this Agreement, nor the consummation
of the Transaction, will:

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

	 	 
	(b) 	
      violate any provision of the Constitution, Articles of
      Incorporation or any other constating documents of Priveco, or any
      applicable laws; or

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







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3.9 Actions and
Proceedings

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

3.10
Compliance

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

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

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

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



3.11 Filings, Consents and
Approvals

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

3.12 Financial
Representations

     The
consolidated audited balance sheets for Priveco for its last two fiscal years
ended December 31, 2007 and the interim period ended September 30, 2008 (the
“Priveco Accounting Date”) together with related statements of income,
cash flows, and changes in shareholder’s equity for such fiscal years and the
interim period (collectively, the “Priveco Financial Statements”) to be
supplied on or before the Closing Date:

	(a) 	
      are in accordance with the books and records of
      Priveco;







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

	 	 
	(c) 	
      have been prepared in accordance with
  GAAP.



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

3.13 Absence of
Undisclosed Liabilities

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

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

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

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



3.14 Tax
Matters

	(a) 	
      As of the date hereof:

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

	 	 	 
		(ii) 	
      to the best knowledge of Priveco, all such returns are
      true and correct in all material respects;

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

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

	 	 	 
	(d) 	
      to the best knowledge of Priveco, all Taxes required to
      be withheld on or prior to the date hereof from employees for income
      Taxes, social security Taxes, unemployment Taxes and other
  similar







- 10 -

		
      withholding Taxes have been properly withheld and, if
      required on or prior to the date hereof, have been deposited with the
      appropriate governmental agency; and

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



3.15 Absence of
Changes

     Since the
  Priveco Accounting Date, Priveco has not:

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

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

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

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

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

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

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

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

	 	 
	(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $5,000;

	 	 
	(j) 	
      other than in the ordinary course of business, increased
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan
  to,







- 11 -

		
      any of its employees or directors or made any increase
      in, or any addition to, other benefits to which any of its employees or
      directors may be entitled;

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

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



3.16 Absence of Certain
Changes or Events

     Since the
  Priveco Accounting Date, there has not been:

	(a) 	
      a Priveco Material Adverse Effect; or

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



3.17
Subsidiaries

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

3.18 Personal
Property

     Priveco
possesses, and has good and marketable title of all property necessary for the
continued operation of the business of Priveco as presently conducted and as
represented to Pubco. All such property is used in the business of Priveco. All
such property is in reasonably good operating condition (normal wear and tear
excepted), and is reasonably fit for the purposes for which such property is
presently used. All material equipment, furniture, fixtures and other tangible
personal property and assets owned or leased by Priveco is owned by Priveco free
and clear of all liens, security interests, charges, encumbrances, and other
adverse claims, except as disclosed in Schedule 5.

3.19 Intellectual
Property

(a) Intellectual Property Assets

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

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

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

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

	 	 	 
	 	(iv) 	
      all know-how, trade secrets, confidential information,
      customer lists, software, technical information, data, process technology,
      plans, drawings, and blue prints







- 12 -

owned, used, or licensed by Priveco as
licensee or licensor (collectively, the “Trade Secrets”).

(b) Agreements

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

(c) Intellectual Property and Know-How Necessary for the
Business

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

(d) Patents

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

(e) Trademarks

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

(f) Copyrights

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




- 13 -

or is alleged to infringe any copyright of any third party or
is a derivative work based on the work of a third party. All works encompassed
by the Copyrights have been marked with the proper copyright notice.

(g) Trade Secrets

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

3.20 Insurance

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

3.21 Employees and
Consultants

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

3.22 Real
Property

     Priveco
does not own any real property. Each of the leases, subleases, claims or other
real property interests (collectively, the “Leases”) to which Priveco is
a party or is bound, as set out in Schedule 5, is legal, valid, binding,
enforceable and in full force and effect in all material respects. All rental
and other payments required to be paid by Priveco pursuant to any such Leases
have been duly paid and no event has occurred which, upon the passing of time,
the giving of notice, or both, would constitute a breach or default by any party
under any of the Leases. The Leases will continue to be legal, valid, binding,
enforceable and in full force and effect on identical terms following the
Closing Date. Priveco has not assigned, transferred, conveyed, mortgaged, deeded
in trust, or encumbered any interest in the Leases or the leasehold property
pursuant thereto.

3.23 Material Contracts
and Transactions

     Schedule
7 lists each material contract, agreement, license, permit, arrangement,
commitment, instrument or contract to which Priveco is a party (each, a
“Contract”). Each Contract is in full force and effect, and there exists
no material breach or violation of or default by Priveco under any Contract, or
any event that with notice or the lapse of time, or both, will create a material
breach or 




- 14 -

violation thereof or default under any
Contract by Priveco. The continuation, validity, and effectiveness of each
Contract will in no way be affected by the consummation of the Transaction
contemplated by this Agreement. There exists no actual or threatened
termination, cancellation, or limitation of, or any amendment, modification, or
change to any Contract.

3.24 Certain
Transactions

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

3.25 No
Brokers

     Priveco
has not incurred any independent obligation or liability to any party for any
brokerage fees, agent’s commissions, or finder’s fees in connection with the
Transaction contemplated by this Agreement.

3.26 Completeness of
Disclosure

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

4. REPRESENTATIONS AND WARRANTIES OF PUBCO

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

4.1 Organization and Good
Standing

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

4.2 Authority

     Pubco has
all requisite corporate power and authority to execute and deliver this
Agreement and any other document contemplated by this Agreement (collectively,
the “Pubco Documents”) to be signed by Pubco and to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of each of the Pubco Documents by Pubco and the
consummation by Pubco of the transactions contemplated hereby have been duly
authorized by its board of directors and no other corporate or shareholder
proceedings on the part of Pubco is necessary to authorize such documents or to
consummate the transactions contemplated hereby. This 




- 15 -

Agreement has been, and the other Pubco
Documents when executed and delivered by Pubco as contemplated by this Agreement
will be, duly executed and delivered by Pubco and this Agreement is, and the
other Pubco Documents when executed and delivered by Pubco, as contemplated
hereby will be, valid and binding obligations of Pubco enforceable in accordance
with their respective terms, except:

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

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

	 	 
	(c) 	
      as limited by public policy.



4.3 Capitalization of
Pubco

     The
entire authorized capital stock and other equity securities of Pubco consists of
75,000,000 shares of common stock with a par value of $0.001 (the “Pubco
Common Stock”). As of the date of this Agreement, there are 30,000,000
shares of Pubco Common Stock issued and outstanding, prior to the Share Split
and the Private Placement of up to 3,444,444 shares, and after giving effect to
such transactions there will be up to 22,296,296 issued and outstanding shares
of Pubco Common Stock, immediately prior to the issuance of the Pubco Shares to
represent no less than 65% of which shares shall be beneficially owned by the
Priveco Shareholders All of the issued and outstanding shares of Pubco Common
Stock have been and the shares of Pubco Common Stock to be issued in the Share
Split and the Private Placement will be duly authorized, are validly issued,
were not and will not be issued in violation of any pre-emptive rights and are
and will be fully paid and non-assessable, are not and will not be subject to
pre-emptive rights and were and will be issued in full compliance with all
federal, state, provincial and local laws, rules and regulations. There are no
outstanding options, warrants, subscriptions, phantom shares, conversion rights,
or other rights, agreements, or commitments obligating Pubco to issue any
additional shares of Pubco Common Stock, or any other securities convertible
into, exchangeable for, or evidencing the right to subscribe for or acquire from
Pubco any shares of Pubco Common Stock as of the date of this Agreement. There
are no agreements purporting to restrict the transfer of the Pubco Common Stock,
no voting agreements, voting trusts, or other arrangements restricting or
affecting the voting of the Pubco Common Stock.

4.4 Directors and Officers
of Pubco

     The duly
elected or appointed directors and the duly appointed officers of Pubco are as
listed on Schedule 4.

4.5 Corporate Records of
Pubco

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




- 16 -

4.6
Non-Contravention

     Neither
the execution, delivery and performance of this Agreement, nor the consummation
of the Transaction, will:

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

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

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



4.7 Validity of Pubco
Common Stock Issuable upon the Transaction

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

4.8 Actions and
Proceedings

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

4.9 Compliance

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

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

	 	 
	(c) 	
      Pubco has duly filed all reports and returns required to
      be filed by it with governmental authorities and has obtained all
      governmental permits and other governmental consents, except as may be
      required after the execution of this Agreement. All of such permits and
      consents are in







- 17 -

		
      full force and effect, and no proceedings for the
      suspension or cancellation of any of them, and no investigation relating
      to any of them, is pending or to the best knowledge of Pubco, threatened,
      and none of them will be affected in a material adverse manner by the
      consummation of the Transaction; and

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

	 	 
	(e) 	
      Pubco is subject to the reporting requirements of Section
      15(d) of the Exchange Act and as of the Closing will have filed all
      reports required to be filed during the past 12 months. . The Pubco SEC
      Documents do not contain any untrue statement of material fact or omit to
      state a material fact necessary in order to make the statements made, in
      light of the circumstances under which they were made, not
    misleading.



4.10 Filings, Consents and
Approvals

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

4.11 SEC
Filings

     Pubco has
furnished or made available to Priveco and the Selling Shareholders a true and
complete copy of each report, schedule, registration statement and proxy
statement filed by Pubco with the SEC (collectively, and as such documents have
since the time of their filing been amended, the “Pubco SEC Documents”).
As of their respective dates, the Pubco SEC Documents complied in all material
respects with the requirements of the Securities Act, or the Exchange Act, as
the case may be, and the rules and regulations of the SEC thereunder applicable
to such Pubco SEC Documents. The Pubco SEC Documents constitute all of the
documents and reports that Pubco was required to file during the past 12 months
with the SEC pursuant to the Exchange Act and the rules and regulations
promulgated thereunder by the SEC. The Pubco SEC Documents do not contain any
untrue statement of material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which
they were made, not misleading.

4.12 Financial
Representations

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

	(a) 	
      are in accordance with the books and records of
    Pubco;

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

	 	 
	(c) 	
      have been prepared in accordance with
  GAAP;







- 18 -

	(d) 	
      and to the best knowledge of Pubco do not contain any
      untrue statement of material fact or omit to state a material fact
      necessary in order to make the statements made, in light of the
      circumstances under which they were made, not
misleading.



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

4.13 Absence of
Undisclosed Liabilities

     Pubco has
no material Liabilities or obligations either direct or indirect, matured or
unmatured, absolute, contingent or otherwise, which:

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

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

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



4.14 Tax
Matters

	(a) 	
      As of the date hereof:

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

	 	 	 
		(ii) 	
      all such returns are true and correct in all material
      respects;

	 	 	 
	(b) 	
      Pubco has paid all Taxes that have become or are due with
      respect to any period ended on or prior to the date hereof;

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

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







- 19 -

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



4.15 Absence of
Changes

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

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

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

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

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

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

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

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

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

	 	 
	(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $5,000;

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







- 20 -

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

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



4.16 Absence of Certain
Changes or Events

     Since the
Pubco Accounting Date, except as and to the extent disclosed in the Pubco SEC
Documents, there has not been:

	(a) 	
      a Pubco Material Adverse Effect; or

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



4.17
Subsidiaries

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

4.18 Personal
Property

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

4.19 Employees and
Consultants

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

4.20 Material Contracts
and Transactions

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

4.21 No
Brokers

     Pubco has
not incurred any obligation or liability to any party for any brokerage fees,
agent’s commissions, or finder’s fees in connection with the Transaction
contemplated by this Agreement.

4.22 Internal Accounting
Controls

     Pubco
maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv)
the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences. Pubco’s certifying officers have evaluated the effectiveness of
Pubco’s disclosure 




- 21 -

controls and procedures and its
internal control over financial reporting as of end of the most recent annual or
quarterly report required to be filed with the SEC (the date of such report, the
“Evaluation Date”). Pubco presented in its most recently filed annual or
quarterly report the conclusions of the certifying officers about the
effectiveness of the internal controls over financial reporting based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no significant changes in Pubco’s disclosure controls and procedures and it
internal controls financial reporting (as such term are defined in Rule
15d-15(e) and Rule 15d-15(f), respectively).

4.23 Listing and
Maintenance Requirements

     Pubco is
currently quoted on the OTC Bulletin Board and has not, in the 12 months
preceding the date hereof, received any notice from the OTC Bulletin Board or
the NASD or any trading market on which Pubco’s common stock is or has been
listed or quoted to the effect that Pubco is not in compliance with the quoting,
listing or maintenance requirements of the OTCBB or such other trading market.
Pubco is subject to the reporting requirements of Section 15(d) of the Exchange
Act and it does not have a class of securities registered with the SEC pursuant
to Section 12 of the Exchange Act.

4.24 Application of
Takeover Protections

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

4.25 No
Liabilities

     Upon
Closing, Pubco shall have no direct, indirect or contingent liabilities
outstanding that exceed $10,000.

4.26 Completeness of
Disclosure

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

5. CLOSING CONDITIONS

5.1 Conditions Precedent
to Closing by Pubco

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

(a) Representations and Warranties




- 22 -

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

(b) Performance

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

(c) Transaction Documents

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

(d) Third Party Consents

     Pubco will have received duly
executed copies of all third party consents and approvals contemplated by this
Agreement, in form and substance reasonably satisfactory to Pubco.

(e) Secretary’s Certificate – Priveco

     Pubco will have received a certificate
  from the Secretary of Priveco attaching:

	 	(i) 	
      a copy of Priveco’s Bylaws, Articles of Incorporation and
      all other incorporation documents, as amended through the Closing Date;
      and

	 	 	 
	 	(ii) 	
      copies of resolutions duly adopted by the board of
      directors of Priveco approving the execution and delivery of this
      Agreement and the consummation of the transactions contemplated
    herein.



(f) No Material Adverse Change

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

(g) No Action

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

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

	 	 	 
	 	(ii) 	
      cause the Transaction to be rescinded following
      consummation.



(h) Outstanding Shares




- 23 -

     Priveco will have no more than
100 shares of Priveco Common Stock and 1,063,603 shares of Priveco Preferred
Stock issued and outstanding on the Closing Date.

(i) Delivery of Financial Statements

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

(j) Due Diligence Review of Financial Statements

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

(k) Due Diligence Generally

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

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

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

	 	 	 
	 	(iii) 	
      title to the material assets of
Priveco.



(l) Compliance with Securities Laws

     Pubco will have received evidence
  satisfactory to Pubco that the Pubco Shares issuable in the Transaction will
  be issuable without registration pursuant to the Securities Act in reliance
  on an exemption from the registration requirements of the Securities Act provided
  by Regulation S and/or Regulation D; and

	 	(i) 	
      in reliance upon an exemption from the prospectus and
      registration requirements of the B.C. Securities Act;

	 	 	 
	 	(ii) 	
      In order to establish the availability of the safe harbor
      from the registration requirements of the Securities Act for the issuance
      of Pubco Shares to each Selling Shareholder, Priveco will deliver to Pubco
      on Closing, a US Securities Law Questionnaire, as applicable, duly
      executed by each Selling Shareholder



(m) Pubco is a “shell company, as that term is defined
in Section 12b-2 of the Exchange Act. 

5.2 Conditions Precedent
to Closing by Priveco

     The
obligation of Priveco and the Selling Shareholders to consummate the Transaction
is subject to the satisfaction or written waiver of the conditions set forth
below by a date mutually agreed upon by 




- 24 -

the parties hereto in writing and in accordance with Section
10.6. The Closing of the Transaction will be deemed to mean a waiver of all
conditions to Closing. These conditions precedent are for the benefit of Priveco
and the Selling Shareholders and may be waived by Priveco in its discretion.

(a) Representations and Warranties

     The representations and
warranties of Pubco set forth in this Agreement will be true, correct and
complete in all respects as of the Closing Date, as though made on and as of the
Closing Date and Pubco will have delivered to Priveco: (i) a certificate dated
the Closing Date, to the effect that the representations and warranties made by
Pubco in this Agreement are true and correct, and (ii) the evidence received by
Pubco described in Section 5.1(k), addressed to Priveco and the Selling
Shareholders by the person (individual or entity) providing such evidence and
signed by such person.

(b) Performance

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

(c) Transaction Documents

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

(d) Third Party Consents

     Priveco will have received from
Pubco duly executed copies of all third-party consents, permits, authorisations
and approvals of any public, regulatory (including the SEC) or governmental body
or authority or person or entity contemplated by this Agreement, in the form and
substance reasonably satisfactory to Priveco.

(e) No Material Adverse Change

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

(f) No Action

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

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

	 	 	 
	 	(ii) 	
      cause the Transaction to be rescinded following
      consummation.







- 25 -

(g) Share Split and Private Placement

     On or before the Closing Date,
the Share Split and Private Placement shall be effective and have closed.

(h) Public Market

     On the Closing Date, the shares
of Pubco Common Stock will be quoted on the National Association of Securities
Dealers, Inc.’s OTC Bulletin Board.

(i) Due Diligence Review of Financial Statements

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

(j) Due Diligence Generally

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

6. ADDITIONAL COVENANTS OF THE PARTIES

6.1 Notification of
Financial Liabilities

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

6.2 Access and
Investigation

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

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

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

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



     All of
such access, investigation and communication by a party and its representatives
will be conducted during normal business hours and in a manner designed not to
interfere unduly with the 




- 26 -

normal business operations of the other
party. Each party will instruct its auditors to co-operate with the other party
and its representatives in connection with such investigations.

6.3
Confidentiality

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

6.4
Notification

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

6.5
Exclusivity

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

6.6 Conduct of Priveco and
Pubco Business Prior to Closing

     From the
date of this Agreement to the Closing Date, and except to the extent that Pubco
otherwise consents in writing, Priveco will operate its business substantially
as presently operated and only in 




- 27 -

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

6.7 Certain Acts
Prohibited – Priveco

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

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

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

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

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

	 	 	 
	(e) 	
      not:

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

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

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



6.8 Certain Acts
Prohibited – Pubco

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

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







- 28 -

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

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

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



6.9 Public
Announcements

     Pubco and
Priveco each agree that they will not release or issue any reports or statements
or make any public announcements relating to this Agreement or the Transaction
contemplated herein without the prior written consent of the other party, except
as may be required by the disclosure obligation imposed on Pubco or Priveco or
their respective affiliates under rules or regulations of any stock exchange or
laws of any jurisdiction.

7. CLOSING

7.1 Closing

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

7.2 Closing Deliveries of
Priveco and the Selling Shareholders

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

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

	 	 
	(b) 	
      if any of the Selling Shareholders appoint any person, by
      power of attorney or equivalent, to execute this Agreement or any other
      agreement, document, instrument or certificate contemplated by this
      agreement, on behalf of the Selling Shareholder, a valid and binding power
      of attorney or equivalent from such Selling Shareholder;

	 	 
	(c) 	
      share certificates representing the Priveco Shares as
      required by Section 2.3 of this Agreement, if such have been
  issued;

	 	 
	(d) 	
      share certificates representing the Priveco Preferred
      Shares duly endorsed for transfer to Pubco;

	 	 
	(e) 	
      certificates and other documents required by Sections 2.3
      and 5.1 of this Agreement; and

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







- 29 -

7.3 Closing Deliveries of
Pubco

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

	(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Pubco evidencing approval of
      this Agreement and the Transaction and the appointment of W. Keith Webb
      pursuant to Section 7.4;

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

	 	 
	(c) 	
      deliver or cause to be delivered the share certificates
      representing the Pubco Shares; and

	 	 
	(d) 	
      the Pubco Documents and any other necessary documents,
      each duly executed by Pubco, as required to give effect to the
      Transaction.



7.4 Additional Closing
Delivery of Priveco

     At
Closing, Priveco will deliver or cause to be delivered the Consent to Act of W.
Keith Webb, pursuant to which Mr. Webb will consent to act as President and
Chief Executive Officer of Pubco following the Closing Date.

7.5 Additional Closing
Conditions

     At or
prior to Closing, Pubco shall have closed the Private Placement. This Agreement
may be terminated by Priveco and shall be null and void in the event that the
Private Placement has not closed on or before the Closing Date. Pubco also shall
represent and warrant to Priveco and the Selling Shareholders that its officers
and directors will raise an additional minimum of $2 million (and a maximum of
$4 million) within 6 months of Closing and to the extent that less proceeds are
raised, the shareholdings of Pubco officers and directors will be decreased by
the same percentage as the amount of proceeds is less than the minimum. By way
of illustration, if only $1 million is raised, the Pubco shareholdings will be
reduced by 50%, thereby increasing the shareholdings of the Priveco Shareholders
by 17.5% of the issued and outstanding shares so that the Priveco Shareholders
beneficially own 82.5% of the then issued and outstanding Publco shares and the
Puboc shareholders beneficially own 17.5% .

8. TERMINATION

8.1
Termination

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

	(a) 	
      mutual agreement of Pubco and Priveco;

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

	 	 
	(c) 	
      Priveco, if there has been a material breach by Pubco of
      any material representation, warranty, covenant or agreement set forth in
      this Agreement on the part of Pubco that is not cured by
  the







- 30 -

		
      breaching party, to the reasonable satisfaction of
      Priveco, within ten business days after notice of such breach is given by
      Priveco (except that no cure period will be provided for a breach by Pubco
      that by its nature cannot be cured);

	 	 
	(d) 	
      Pubco or Priveco, if the Transaction contemplated by this
      Agreement has not been consummated prior to 45 days after the date hereof,
      unless the parties hereto agree to extend such date in writing;

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

	 	 
	(f) 	
      Priveco if any of the conditions of Section 7.5 are not
      satisfied on or before the Closing Date.



8.2 Effect of
Termination

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

9. INDEMNIFICATION, REMEDIES, SURVIVAL

9.1 Certain
Definitions

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

9.2 Agreement of Priveco
to Indemnify

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

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

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



9.3 Agreement of the
Selling Shareholders to Indemnify

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




- 31 -

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

	 	 
	(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by the Selling Shareholders contained
      in or made pursuant to the Questionnaires executed by each Selling
      Shareholder as part of the share exchange procedure detailed in Section
      2.3 of this Agreement.



9.4 Agreement of Pubco to
Indemnify

     Pubco
will indemnify, defend, and hold harmless, to the full extent of the law,
including NRS 78.502 and NRS 78.751 as if Priveco and the Selling Shareholders
were officers, directors, employees and agents of Pubco, Priveco and the Selling
Shareholders from, against, for, and in respect of any and all Losses asserted
against, relating to, imposed upon, or incurred by Priveco and the Selling
Shareholders by reason of, resulting from, based upon or arising out of:

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

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



10. MISCELLANEOUS PROVISIONS

10.1 Effectiveness of
Representations; Survival

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

10.2 Further
Assurances

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

10.3 Amendment

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

10.4 Expenses

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




- 32 -

incurred in connection with the
preparation, execution and performance of this Agreement and the Transaction
contemplated hereby.

10.5 Entire
Agreement

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

10.6 Notices

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

If to Priveco or any of the Selling
Shareholders:

If to Priveco or any of the Selling
Shareholders:

	 	BLUE WATER VENTURES OF KEY WEST, INC.
  
	 	c/o W. Keith Webb 
	 	1765 Country Walk Drive 
	 	Orange Park, FL 32003 
	 	Attention: W. Keith Webb 
	 	Telephone: 904-215-7601 
	 	Facsimile: 904-269-4577 
	 	  	  
	 	With a copy (which will not constitute notice)
      to: 
	 	  	  
	 	David J. Levenson 
	 	7947 Turncrest Drive 
	 	Potomac, MD 20854 
	 	Telephone: 301-299-8092 
	 	Facsimile: 301-299-8093 
	 	  	  
	 	If to Pubco: 	  
	 	  	  
	 	KITCHER RESOURCES INC., 
	 	c/o 15th Floor, 654 Madison Avenue,
  
	 	New York, New York 10021 
	 	Attention: 	
      Seth Shaw 

	 	Telephone: 	
      917-796-9926 







- 33 -

	 	With a copy (which will not constitute notice)
      to: 
	 	  	  
	 	W.L. MACDONALD LAW CORPORATION 
	 	Suite 1210 – 777 Hornby Street 
	 	Vancouver, British Columbia Canada V6Z 1S4 
	 	  	  
	 	Attention: 	William L. Macdonald 
	 	Telephone: 	
      (604) 689-1022 

	 	Facsimile: 	
      (604) 681-4760 




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

	 	 
	(a) 	
      in the case of personal delivery, on the date of such
      delivery;

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

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

	 	 
	(d) 	
      in the case of regular mailing, on the fifth business day
      following mailing; and

	 	 
	(e) 	
      in the case of registered or certified mail, return
      receipt requested, on the date of receipt.



10.7 Headings

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

10.8 Benefits

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

10.9
Assignment

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

10.10 Governing
Law

     This
Agreement will be governed by and construed in accordance with the laws of the
State of Nevada applicable to contracts made and to be performed therein.

10.11
Construction

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




- 34 -

10.12 Gender

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

10.13 Business
Days

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

10.14
Counterparts

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

10.15 Fax
Execution

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

10.16 Schedules and
Exhibits

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

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

	KITCHER RESOURCES INC.

	 	  	 
	 	  	 
	Per: 		 
	 	Authorized Signatory 	 
	 	Name: Seth Shaw 	 
	 	Title: President 	 
	 	  	 
	BLUE WATER VENTURES OF KEY WEST,
      INC. 
	 	  	 
	 	  	 
	Per:	 	 
	 	Authorized Signatory 	 
	 	Name: 	 
	 	Title: 	 






- 35 -

SCHEDULE 1

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND THE 
SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

THE SELLING SHAREHOLDERS


  	Shareholder’s Name 
 

        
	Number of 
 Priveco
        Shares 
 Held before 
 Closing 	Total Number of 
 Pubco
        Shares 
 to be issued by 
 Pubco on Closing 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 








- 36 -


  	Shareholder’s Name 
 
 
	Number of 
 Priveco Shares 

        Held before 
 Closing 	Total Number of 
 Pubco Shares
        
 to be issued by 
 Pubco on Closing 
	  	  	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	  	  	  
	  	  	  
	  	  	  
	TOTAL 	  	  








Schedule 1A

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND 
THE SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

ACKNOWLEDGED AND AGREED TO THIS _______ day of
__________________, 2008, BY:

	 	 
	(Name of Subscriber – Please type or print) 	 
	 	 
	 	 
	(Signature and, if applicable, Office) 	 
	 	 
	 	 
	(Address of Subscriber) 	 
	 	 
	 	 
	(City, State or Province, Postal Code of Subscriber) 	 
	 	 
	 	 
	(Country of Subscriber) 	 
	 	 
	 	 
	(Telephone number of Subscriber) 	 
	 	 
	 	 
	(Social Security/Insurance No. of Subscriber) 	 






SCHEDULE 2

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND 
THE SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

U.S. SECURITIES LAW QUESTIONNAIRE

The following questionnaire is to be completed by you (the
“Subscriber”) in furtherance of a proposed investment in Kitcher Resources Inc.
(“Kitcher”), as described in the Agreement attached hereto, dated
________________, 2008, pursuant to which the Subscriber has agreed to acquire
certain shares of common stock (the “Securities”) from Kitcher. This
questionnaire will be relied upon by Kitcher to complete the transactions
contemplated in the Agreement.

	
      1. 
	
      If not a resident in the United States, the Subscriber
      covenants, represents and warrants to Kitcher that: 

	
      
	
      
	
       

		
      (a) 
	
      the Subscriber is not acquiring the Securities for the
      account or benefit of, directly or indirectly, any U.S. Person; 

	
      
	
      
	
       

	
      
	
      (b) 
	
      the Subscriber is not a U.S. Person; 

	
      
	
      
	
       

		
      (c) 
	
      the Subscriber is resident in the jurisdiction set out on
      the signature page of this Agreement; 

	
      
	
      
	
       

		
      (d) 
	
      the sale of the Securities to the Subscriber as
      contemplated in the Letter Agreement complies with or is exempt from the
      applicable securities legislation of the jurisdiction of residence of the
      Subscriber; 

	
      
	
      
	
       

		
      (e) 
	
      the Subscriber is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Units in the United States or to U.S. Persons; 

	
      
	
      
	
       

		
      (f) 
	
      the Subscriber is outside the United States when
      receiving and executing this Agreement and is acquiring the Securities as
      principal for the Subscriber's own account, for investment purposes only,
      and not with a view to, or for, resale, distribution or fractionalisation
      thereof, in whole or in part, and no other person has a direct or indirect
      beneficial interest in such Securities; and 

	
      
	
      
	
       

		
      (g) 
	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Purchaser participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities. 

	
      
	
      
	
       

	
      2. 
	
      If resident in the United States, the Subscriber
      covenants, represents and warrants to Kitcher that: 

	
      
	
      
	
       

	
      
	
      (a) 
	
      the Subscriber is a U.S. Person; 

	
      
	
      
	
       

		
      (b) 
	
      the Subscriber has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the 








	 		
      Subscription Agreement and it is able to bear the
      economic risk of loss arising from such transaction;

	 	 	 
	 	(c) 	
      the Subscriber is acquiring the Securities for investment
      only and not with a view to resale or distribution and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons; provided, however,
      that the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration thereof pursuant to the Securities Act of 1933
      (the “Securities Act”) and any applicable State securities laws, an
      exemption from such registration requirements is available or registration
      is not required pursuant to Regulation S under the Securities Act or
      registration is otherwise not required under this Securities
Act;

	 	 	 
	 	(d) 	
      the Subscriber satisfies one or more of the categories
      indicated below (please check the appropriate
box):




	 	[ ] 	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Securities, with total assets in excess of US $5,000,000;
      

	 	  	  	
       

	 	[ ] 	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000; 

	 	  	  	
       

	 	[ ] 	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year; 

	 	  	  	
       

	 	[ ] 	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the
      Securities Act or savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the Securities Act acting in its
      individual or fiduciary capacity; a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934 (United States);
      an insurance company as defined in Section 2(13) of the Securities Act; an
      investment company registered under the Investment Company Act of 1940
      (United States) or a business development company as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Company licensed
      by the U.S. Small Business Administration under Section 301(c) or (d) of
      the Small Business Investment Act of 1958 (United States); a plan
      with total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the
  








				
      employee benefit plan has total assets in excess of
      $5,000,000, or, if a self-directed plan, whose investment decisions are
      made solely by persons that are accredited investors; 

	 	  	  	
       

		[ ] 	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States); 

	 	  	  	
       

	 	[ ] 	Category 6 	
      A director or executive officer of Kitcher; 

	 	  	  	
       

		[ ] 	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by a sophisticated person as described in Rule
      506(b)(2)(ii) under the Securities Act; or 

	 	  	  	
       

		[ ] 	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories; and
  




	 	(e) 	
      the Subscriber is not acquiring the Securities as a
      result of any form of general solicitation or general advertising
      including advertisements, articles, notices or other communications
      published in any newspaper, magazine or similar media or broadcast over
      radio, or television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general
advertising.



     IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the _____day of
__________________, 2008.

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print or Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.







SCHEDULE 3

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND 
THE SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

DIRECTORS AND OFFICERS OF PRIVECO

Directors:

Officers:




SCHEDULE 4

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND 
THE SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

DIRECTORS AND OFFICERS OF PUBCO

Directors:

Seth Shaw


Officers:

Seth Shaw




SCHEDULE 5

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND 
THE SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

PRIVECO LEASES, SUBLEASES, CLAIMS, CAPITAL EXPENDITURES, TAXES
  AND OTHER PROPERTY INTERESTS

	 	 	 
	 	 	 








SCHEDULE 6

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND 
THE SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

PRIVECO INTELLECTUAL PROPERTY




SCHEDULE 7

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND THE SELLING SHAREHOLDERS AS SET OUT

IN THE SHARE EXCHANGE AGREEMENT

PRIVECO MATERIAL CONTRACTS


  	Document Name 	Date 	Parties 	Subject Matter / Related Document 
	1. 	  	  	  
	2. 	  	  	  







SCHEDULE 8

TO THE SHARE EXCHANGE AGREEMENT
AMONG KITCHER RESOURCES INC.,
BLUE WATER VENTURES OF KEY WEST, INC. AND 
THE SELLING SHAREHOLDERS AS SET
OUT IN THE SHARE EXCHANGE AGREEMENT

PRIVECO EMPLOYMENT AGREEMENTS AND ARRANGEMENTS