AMENDMENT NO. 2
                                       TO
                               PURCHASE AGREEMENT


      This Amendment No. 2 (this  "Amendment")  to the Purchase  Agreement dated
June 7, 2005,  as  amended,  (the  "Purchase  Agreement")  among IPEX,  Inc.,  a
corporation  organized  and existing  under the laws of the State of Nevada (the
"Purchaser"),  B Tech Ltd., a corporation  organized and existing under the laws
of the British Virgin Islands ("B Tech"),  Massimo  Ballerini  ("Ballerini") and
Emanuele Boni  ("Boni"),  is entered into this 2nd day of November 2005. B Tech,
Ballerini  and  Boni  are  collectively  referred  to in this  Amendment  as the
"Sellers").

                                   WITNESSETH:

      WHEREAS,  on June 7, 2005, the Purchaser and the Sellers  entered into the
Purchase Agreement, a copy of which is annexed hereto as Exhibit A;

      WHEREAS,  on June 29, 2005,  the  Purchaser  and the Sellers  entered into
Amendment No. 1 to the Purchase Agreement,  a copy of which is annexed hereto as
Exhibit B; and

      WHEREAS,  the  parties  now  desire to amend  the  Purchase  Agreement  as
hereinafter  set forth to further  revise and  clarify  the  calculation  of the
Valuation  Price  per  Share  as  calculated  in  Section  2.2 of  the  Purchase
Agreement.

      NOW,  THEREFORE,  in  consideration  of and for the  mutual  promises  and
covenants contained herein, and for other good and valuable  consideration,  the
receipt  of which is  hereby  acknowledged,  the  Purchase  Agreement  is hereby
amended as follows:

      1. All capitalized terms not defined herein shall have the meanings of the
ascribed to such terms in the Purchase Agreement.

      2. Section 2.2 of the Purchase  Agreement is hereby amended to be and read
as follows:

            "2.2 Purchase Price  Adjustment.  On the date ninety (90) days after
      the Closing Date (the "Valuation  Date"),  the Purchaser shall compute the
      price per share as the volume  weighted  average of closing  prices of the
      Common Stock quoted on the OTC Bulletin  Board for the twenty (20) trading
      days prior to the Valuation Date (the  "Valuation  Price per Share").  The
      number of shares of Common Stock to be issued on the Valuation  Date shall
      be adjusted by dividing six million dollars  ($6,000,000) by the Valuation
      Price per Share."

      3. Based upon the formula for  calculating  the Valuation Price per Share,
as hereby  revised  pursuant to Section 2 above,  the  Purchaser and the Sellers
hereby agree that the Valuation Price per Share equals $3.23.

<PAGE>

      4. (A) This  Amendment  shall be construed and  interpreted  in accordance
with the laws of the State of California  without  giving effect to the conflict
of laws rules thereof or the actual domiciles of the parties.

      (B) Except as amended  hereby,  the terms and  provisions  of the Purchase
Agreement shall remain in full force and effect,  and the Purchase  Agreement is
in all respects ratified and confirmed. On and after the date of this Amendment,
each  reference in the Purchase  Agreement  to the  "Agreement,"  "hereinafter,"
"herein,"  "hereinafter,"  "hereunder,"  "hereof," or words of like import shall
mean and be a reference to the Purchase Agreement as amended by this Amendment.

      (C) This  Amendment may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original  and all of  which  taken  together  shall
constitute a single Amendment.


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<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Amendment No. 1
to the Purchase Agreement as of the date first stated above.


                                        PURCHASER
                                        IPEX, Inc.


                                        By:  /s/ Gerald Beckwith
                                           -------------------------------------
                                                 Gerald Beckwith
                                                 Chief Executive Officer

                                        SELLER
                                        B Tech Ltd.


                                        By:  /s/ Massimo Ballerini
                                           -------------------------------------
                                               Massimo Ballerini
                                               Director

                                        BALLERINI


                                        By: /s/ Massimo Ballerini
                                           -------------------------------------
                                                Massimo Ballerini

                                        BONI


                                        By: /s/ Emanuele Boni
                                           -------------------------------------
                                                Emanuele Boni


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                                    Exhibit A
                               Purchase Agreement


<PAGE>



                                    Exhibit B
                      Amendment No. 1 to Purchase Agreement