Stock Purchase Agreement


    
      

    


    EXHIBIT
      10.1

    Stock
      Purchase Agreement

    


    AGREEMENT
      OF PURCHASE AND SALE

     

    THIS
      AGREEMENT made the 6th day of December 2004,

    BETWEEN:

    World
      Wise Technologies Inc. (Canada)

    (hereinafter
      the Vendors)

    


    -and-

     

    W2
      Energy Inc. (Nevada)

    (hereinafter
      the Purchasers)

    


    WHEREAS
      the Vendors own and operate technology Company at 26 Densely Ave in Toronto
      as a
      Ontario incorporation (the “Business”); 

    AND
      WHEREAS the Vendors have agreed to sell to the Purchasers and the Purchasers
      have agreed to purchase from the Vendors the Purchased Shares (as defined),
      on
      and subject to the terms of this Agreement.

    IN
      CONSIDERATION of the mutual covenants and agreements set out, the parties
      respectively covenant and agree as follows.

     

    
      	
              1.

            	
              In
                this offer and in the attached schedules which form part of this
                offer,
                the following words shall have the following
                meaning:

            


    

     

    
      	
            	(a)	
              “Agent”
                shall mean Sunbelt Business Brokers

            


    

    
      	
            	(b)	
              "Closing
                Date" shall mean the
                15th
                day of December 2004;

            


    

    
      	
            	(c)	
              “Inventory
                shall mean the goods, products and related items sold by the
                Business

            


    

    
      	 	
              (f)

            	
              “Inventory
                Valuation Date” shall mean the
                close of business on the 14th,
                day of December, 2004; 

            


    

    
      	
            	(g)	
              "Purchase
                Price" shall mean the amount set out in paragraph
                2;

            


    

    
      	 	
              (i)

            	
              "Purchased
                Shares" shall mean all
                of
                the issued and outstanding shares of the Corporation at the closing
                date.

            


    

    
      	
              2.

            	
              Purchase
                Price. Subject
                to the terms and conditions of this Agreement, and subject to any
                adjustments provided for, the Vendors agrees to sell, assign and
                transfer
                to the Purchasers and the Purchasers agrees to purchase from the
                Vendors,
                the Purchased shares for an aggregate purchase price of Five
                million one hundred and forty thousand two hundred and sixty
                four
                ($5,140,264) Dollars.

            


    

    
      	
              3.

            	
              Payment
                of Purchase Price.
                The Purchase Price for the Purchased Assets shall be paid and satisfied
                by
                the Purchasers as follows:

            


    

    
      	 	
              (i)

            	
              by
                share purchase of 1 common share of W2 Energy Inc. (Nevada) for 1
                common
                share of World Wise Technologies Inc.
                (Canada);

            


    

    
      
        	 	
                (ii)

              	
                delivery
                  of payment by Computershare Trust. payable to the Vendors on the
                  Closing
                  Date; 

              


      

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              On
                the Closing Date, the Vendors shall deliver to the Purchasers the
                following, all in form satisfactory to the Purchasers, acting
                reasonably:

            


    

     

    
      	 	
              (a)

            	
              the
                share certificates representing the Shares duly endorsed for
                transfer;

            


    

    
      	 	
              (b)

            	
              a
                statutory declaration by the Vendors that the warranties and
                representations set out in Schedule "A" are true and correct as at
                the
                Closing Date;

            


    

    
      	 	
              (c)

            	
              an
                acknowledgement by the Vendors that the warranties and representations
                set
                out in Schedule "A" shall survive for a period of three (3) years
                following the Closing Date; andProvided that if the
                Vendors are unable for any reason to deliver to the Purchasers any
                one or
                more of the foregoing, using his best efforts, then this offer shall
                be
                null and void and the agreement arising from its acceptance shall
                be at an
                end and the Vendors and the Purchasers shall not be liable to one
                another
                for any costs or damages.

            


    

     

     

    
      	
              6.

            	
              This
                offer shall form a binding agreement of purchase and sale. The terms
                and
                conditions of this agreement shall endure to the benefit of and be
                binding
                upon the respective heirs, successors and assigns of the Vendors
                and the
                Purchasers.

            


    

     

    IN
      WITNESS WHEREOF this Agreement has been executed by the Parties.

    DATED:
      this 6th day of December, 2004.

     

    
      	
               

              SIGNED,
                SEALED AND DELIVERED

              in
                the presence of

            	
               

              )

              )

              )

              )

              )

              )

               

            	 	 
	
              Witness

               

            	
              /s/Michael
                McLaren

               

            
	
               

              SIGNED,
                SEALED AND DELIVERED

              in
                the presence of

               

            	
               

              )

              )

              )

              )

              )

              )

               

            	 	 
	
              Witness

               

            	 


    

    


     

    DATED:
      this 6th day of December, 2004.

     

    
      	
               

              SIGNED,
                SEALED AND DELIVERED

              in
                the presence of

               

            	
               

              )

              )

              )

              )

              )

              )

               

            	 	 
	
              Witness

               

            	
              /s/Ron
                Maruszczak

               

            
	
               

              SIGNED,
                SEALED AND DELIVERED

              in
                the presence of

               

            	
               

              )

              )

              )

              )

              )

              )

               

            	 	 
	
              Witness

               

            	 


    

    



    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    SCHEDULE
      "A"

    REPRESENTATIONS
      AND WARRANTIES OF THE VENDORS

    The
      Vendors represents and warrants to the Purchasers that at the Closing Date:
      

     

    
      	
              1.

            	
              Organization.
                The Corporation is duly incorporated and organized and validly subsisting
                under the laws of the Province of Ontario and has the corporate power
                to
                own or lease its property, to carry on the Business as now being
                conducted
                by the Vendors in their personal capacity.


            


    

    
      	
              2.

            	
              No
                Options.
                There is not any agreement or option existing pursuant to which the
                Corporation is or might be required to issue any further shares of
                its
                capital or pursuant to which anyone has any right to acquire any
                of the
                shares, save and except for the within
                agreement.

            


    

    
      	
              3.

            	
              Ownership
                of Securities.
                The Vendors are the beneficial owner of record of the Shares with
                good and
                marketable title thereto, free and clear of any pledge, lien, charge,
                encumbrance or security interest of any kind and of any portion or
                other
                right thereto.

            


    

     

    
      	
              4.

            	
              Residency.
                The Corporation is resident in Canada within the meaning of the Income
                Tax
                Act (Canada).

            


    

     

    
      	
              5.

            	
              No
                Subsidiaries.
                The Corporation will have no subsidiaries nor any agreement of any
                nature
                to acquire any subsidiary. 

            


    

     

    
      	
              6.

            	
              Business
                of the Corporation.
                As
                at the date of closing the Business is the only business operation
                carried
                on by the Corporation, and the property and assets owned or leased
                by the
                Corporation are sufficient to carry on the Business. All of the property
                and assets owned and used by the Corporation are in good operating
                condition and are in a state of good repair and maintenance. 

            


    

     

    
      	
              7.

            	
              Financial
                Statements.
                The financial statements of the Vendors and the Corporation have
                been
                prepared in accordance with generally accepted accounting principles,
                applied on a consistent basis with regard to the financial statements
                for
                their respective prior fiscal periods and present fairly the financial
                position of the Business and include and disclose the material liabilities
                (either actual, accrued or contingent and whether direct or indirect)
                of
                the Business and there has been no material adverse change in the
                financial condition of the Business since the date of the
                statements.

            


    

     

    
      	
              8.

            	
              Records
                Complete.
                All material financial transactions of the Vendors and the Corporation
                have been properly recorded in its books and
                records.

            


    

     

    
      	
              9.

            	
              Employment
                Contracts.
                Except as approved by the Purchasers, the Vendors and the Corporation
                are
                not bound by any agreement whether written or oral with any employee
                providing for a specified period of notice of termination nor providing
                for any fixed term of employment.

            


    

    


    
      	
              10.

            	
              Title
                to Assets and Other Property.
                The property and assets of the Corporation listed in Schedule B
                attached hereto are owned beneficially by the Corporation as the
                beneficial owner thereof with a good and marketable title thereto,
                free
                and clear of all Encumbrances.

            


    

    
      	
              11.

            	
              Inventory.
                The inventory levels of the Corporation have been maintained at such
                amounts as are required for the operation of the Business as previously
                conducted and as proposed to be conducted, and such inventory levels
                are
                adequate therefor.

            


    

     

    
      	
              12.

            	
              Tax
                Matters.
                The Vendors and the Corporation are not in arrears or in default
                in
                respect of the filing of any required federal, provincial or municipal
                tax
                or other return; and,

            


    

     

    
      	 	
              (a)

            	
              all
                taxes, filing fees and other assessments due and payable or collectable
                from the Vendors or the Corporation have been paid or
                collected;

            


    

    
      	 	
              (b)

            	
              no
                claim for additional taxes, filing fees or other amounts and assessments
                has been made which has not been paid;
                and,

            


    

    	
          	
            (c)

          	
            no
              return contained any mis-statement or concealed any statement that
              should
              have been included therein.

          


     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    The
      Vendors and the Corporation have withheld from each payment made to any employee
      the amount of all taxes (including but not limited to income tax) and other
      deductions required to be withheld therefrom and has paid such amounts to the
      proper tax or other receiving authority.

     

    
      	
              13.

            	
              No
                Breach Caused by this Agreement.
                Neither the execution nor delivery of this agreement nor the fulfilment
                or
                compliance with any of the terms hereof conflicts with, or results
                in a
                breach of terms, conditions or provisions of, or constitutes a default
                under, the articles and by-laws, as amended, of the Corporation or
                any
                material agreement or instrument to which the Vendors or the Corporation
                are subject, or require any consent or other action by any administrative
                or governmental body.

            


    

     

    
      	
              14.

            	
              Litigation.
                There is no liability, contingent or otherwise, nor any action, claim
                or
                demand or other proceedings pending or threatened before any court
                or
                administrative agency which could adversely affect the financial
                condition
                or overall operations of the Corporation, or the Vendors, and no
                judgment,
                order or decree enforceable against them which involves or may involve,
                or
                restricts or may restrict, or requires or may require, the expenditure
                of
                money as a condition to or a necessity for, the right or ability
                of it to
                conduct business in the manner in which such business has been carried
                on
                prior to the Closing Date.

            


    

     

    
      	
              15.

            	
              Indemnification
                by the Vendor.
                The Vendor agrees to indemnify and save harmless the Purchaser from
                all
                losses suffered or incurred by the Purchaser as a result of or arising
                directly or indirectly out of or in connection with all debts, liabilities
                or contracts whatsoever (whether accrued, absolute, contingent or
                otherwise) of the Corporation existing at the Closing Date, including
                any
                liabilities for federal, provincial, sales, excise, income, corporate
                or
                any othertaxes of the Corporation for any period up to and including
                the
                Closing Date, and not disclosed on, provided for or included in the
                balance sheets forming part of the financial statements except those
                liabilities or disclosed in this Agreement or any Schedule hereto
                or
                accruing or incurred in the ordinary course of the
                Business;

            


    

     

    
      	
              16.

            	
              Disclosure.
                The representations and warranties of the Vendors included in this
                agreement are true and correct and do not contain any untrue statement
                of
                a material fact or omit to state a material fact necessary to make
                the
                statements contained in such representations and warranties not
                misleading.

            


    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    SCHEDULE
      “B”

     

    List
      of Assets:

     

    
      	
              GCI
                Robsim software

               

            	 
	
              GCI
                Smart Amp Software and hardware

               

            	
              2
                computers (monitors and hard drives)

               

            
	
              Impel
                Rotary pump patents and technologies

               

            	
              Impel
                Intensifier patents and technologies

               

            
	
              Impel
                “SEGS” system technologies

               

            	
              Impel
                Oil filter crusher technologies

               

            
	
              Mentalogic
                Simfuzz software and patents

               

            	
              Microfuzz
                fuzzyDSP technologies and patents

               

            
	
              Quadstar
                AB Store software

               

            	
              Miscellaneous
                tools and test equipment

               

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

    


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