Unassociated Document


    ASSET
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT dated
      the
      19th day of MAY, 2006.

    


    BETWEEN:

    


    MEGA
      DEVELOPMENTS INC. 

    


    (the
      “Vendor”)

    


    OF
      THE FIRST PART

    


    AND:

    


    MENZIES
      BAY MINERALS INC.

    


    (the
      “Purchaser”)

    


    OF
      THE SECOND PART

    


    WHEREAS:

    


    A. The
      Vendor is the registered and beneficial owner of various mineral claims
      (hereinafter the “Claims”),
      collectively called MENZIES BAY PROPERTY. The Claims of the Vendor are more
      particularly described in Schedule “A” attached hereto and forming part of this
      Agreement;

    


    B. The
      Vendor has agreed to sell and the Purchaser has agreed to purchase all of the
      Claims of the Vendor in accordance with the terms of this
      Agreement.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of the terms and covenants herein and other good and valuable
      consideration, the receipt and sufficiency of which each party acknowledges,
      the
      parties hereto agree as follows:

    


    1. PURCHASE
      AND SALE OF ASSETS

    


    1.1 Sale
      of Assets.
      Subject
      to the terms and conditions of this Agreement, the Vendor hereby sells, assigns
      and transfers to the Purchaser, and the Purchaser hereby purchases the Vendor’s
      Claims.

    


    
      	
              1.2

            	
              Purchase
                Price.
                The purchase price payable by the Purchaser to the Vendor for the
                Vendor’s
                Claims is USD $15,000
                (the
                “Purchase
                Price”).
                If applicable, subject to a carried 3% Net Smelter Royalty as described
                in
                Appendix “A”.

            


    

    


    
      	
              1.3

            	
              Payment
                of the Purchase Price. The
                Purchase Price will be paid by the delivery of a
                cheque.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    1.4 Delivery
      of Claims. The
      Vendor delivers to the Purchaser, on execution hereof, all of the Claims
      unconditionally and free and clear of all liens, charges, or encumbrances,
      except where disclosed.

    


    2. COVENANTS
      OF THE PARTIES

    


    2.1 Covenants.
      The
      parties undertake to keep the information with respect to this Agreement, the
      terms herein, and any related, underlying or subsequent agreements (the
“Information”)
      confidential and not to directly or indirectly disclose the Information at
      any
      time to any person or persons or use the Information for any purpose
      whatsoever.

    


    


    3. REPRESENTATIONS
      OF THE VENDOR

    


    3.1 Representations.
      The
      Vendor represents and warrants to the Purchaser as follows, with the intent
      that
      the Purchaser will rely on the representations in entering into this Agreement,
      and in concluding the purchase and sale contemplated by this
      Agreement:

    


    
      	 	
              (a)

            	
              Capacity
                to Sell.
                The Vendor is James Laird, having the power and capacity to own and
                dispose of the Claims, and to enter into this Agreement and carry
                out its
                terms to the full extent;

            


    

    


    
      	 	
              (b)

            	
              Authority
                to Sell.
                The execution and delivery of this Agreement, and the completion
                of the
                transaction contemplated by this Agreement has been duly and validly
                authorized by all necessary corporate action on the part of the Vendor,
                and this Agreement constitutes a legal, valid and binding obligation
                of
                the Vendor enforceable against the Vendor in accordance with its
                terms
                except as may be limited by laws of general application affecting
                the
                rights of creditors;

            


    

    


    
      	 	
              (c)

            	
              Sale
                Will Not Cause Default.
                Neither the execution and delivery of this Agreement, nor the completion
                of the purchase and sale contemplated by this Agreement
                will:

            


    

    


    
      	 	
              (i)

            	
              violate
                any of the terms and provisions of the constating documents or bylaws
                or
                articles of the Vendor, or any order, decree, statute, bylaw, regulation,
                covenant, restriction applicable to the Vendor or the
                Claims;

            


    

    


    
      	 	
              (ii)

            	
              give
                any person the right to terminate, cancel or otherwise deal with
                the
                Claims; or

            


    

    


    
      	 	
              (iii)

            	
              result
                in any fees, duties, taxes, assessments or other amounts relating
                to the
                Claims becoming due or payable other than tax payable by the Purchaser
                in
                connection with the purchase and
                sale;

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              (d)

            	
              Encumbrances.
                The Vendor owns and possesses and has a good marketable title to
                the
                Claims free and clear of all legal claims, mortgages, liens, charges,
                pledges, security interest, encumbrances or other claims, except
                where as
                disclosed;

            


    

    


    
      	 	
              (e)

            	
              Litigation.
                There is no litigation or administrative or governmental proceeding
                or
                inquiry pending or, to the knowledge of the Vendor, threatened against
                or
                relating to the Claims, nor does the Vendor know of or have reasonable
                grounds that there is any basis for any such action, proceeding or
                inquiry;

            


    

    


    
      	 	
              (f)

            	
              No
                Defaults.
                Except as otherwise expressly disclosed in this Agreement there has
                not
                been any default in any obligation to be performed under any of the
                Claims, which are in good standing and in full force and appropriate
                effect; and

            


    

    


    
      	 	
              (g)

            	
              Good
                Standing.
                Prior to closing this Agreement, the Vendor will maintain, as required,
                the Claims in good standing.

            


    

    


    4. COVENANTS
      OF THE VENDOR

    


    4.1 Procure
      Consents.
      The
      Vendor will diligently and expeditiously take all reasonable steps requested
      by
      the Purchaser to obtain all necessary consents to effect the transfer of the
      Claims.

    


    4.2 Covenant
      of Indemnity.
      The
      Vendor will indemnify and hold harmless the Purchaser from and
      against:

    


    
      	 	
              (a)

            	
              any
                and all liabilities, whether accrued, absolute, contingent or otherwise,
                existing at closing and which are not agreed to be assumed by the
                Purchaser under this Agreement;

            


    

    


    
      	 	
              (b)

            	
              any
                and all losses, claims, damages and costs incurred or suffered by
                the
                Purchaser arising out of the breach or inaccuracy of any representation
                or
                warranty of the Vendor contained in this Agreement;
                and

            


    

    


    
      	 	
              (c)

            	
              any
                and all actions, suits, proceedings, demands, assessments, judgments,
                costs and legal and other expenses incident to any of the
                foregoing.

            


    

    


    
      	
              4.3

            	
              Execution
                of all necessary documents. The
                Vendor will execute all necessary documents including such assignments
                as
                the Purchaser may require to effect the transfer of all of the Claims,
                including but not limited to, internet contracts and internet
                names.

            


    

    


    5. REPRESENTATIONS
      OF THE PURCHASER


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    5.1 Representations.
      The
      Purchaser represents and warrants to the Vendor as follows, with the intent
      that
      the Vendor will rely on these representations and warranties in entering into
      this Agreement, and in concluding the purchase and sale contemplated by this
      Agreement:

    


    
      	 	
              (a)

            	
              Status
                of Purchaser.
                The Purchaser is a corporation duly incorporated, validly existing
                and in
                good standing and has the power and capacity to enter into this Agreement
                and carry out its terms; and

            


    

    


    
      	 	
              (b)

            	
              Authority
                to Purchase.
                The execution and delivery of this Agreement and the completion of
                the
                transaction contemplated by this Agreement has been duly and validly
                authorized by all necessary corporate action on the part of the Purchaser,
                and this Agreement constitutes a legal, valid and binding obligation
                of
                the Purchaser enforceable against the Purchaser in accordance with
                its
                terms except as limited by laws of general application affecting
                the
                rights of creditors.

            


    

    


    6. COVENANTS
      OF THE PURCHASER

    


    
      	
              6.1

            	
              Consents.
                The Purchaser will at the request of the Vendor execute and deliver
                such
                applications for consent and such assumption agreements, and provide
                such
                information as may be necessary to obtain the consents referred to
                in
                paragraph 4.1 and will assist and cooperate with the Vendor in obtaining
                the consents.

            


    

    


    
      	
              6.2

            	
              Execution
                of all necessary documents. The
                Purchaser will execute all necessary documents as the Vendor may
                require
                to effect the transfer of all of the
                Claims.

            


    

    


    7. SURVIVAL
      OF REPRESENTATIONS AND COVENANTS

    


    7.1 Vendor's
      Representations and Covenants.
      All
      representations, covenants and agreements made by the Vendor in this Agreement
      or under this Agreement will, unless otherwise expressly stated, survive closing
      and any investigation at any time made by or on behalf of the Purchaser will
      continue in full force and effect for the benefit of the Purchaser.

    


    7.2 Purchaser’s
      Representations and Covenants.
      All
      representations, covenants and agreements made by the Purchaser in this
      Agreement or under this Agreement will, unless otherwise expressly stated,
      survive closing and any investigation at any time made by or on behalf of the
      Vendor and will continue in full force and effect for the benefit of the
      Vendor.

    


    8. LIABILITIES
      NOT ASSUMED

    


    8.1 Liabilities
      Not Assumed.
      The
      Purchaser will not assume any liabilities of the Vendor. The Purchaser will
      not
      be responsible for any liability of the Vendor, past, present or future,
      relating to the Claims, and the Vendor will indemnify and save harmless the
      Purchaser from and against any such claim.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    


    
      	
              9.

            	
              CONDITIONS
                PRECEDENT TO THE OBLIGATIONS OF THE
                PURCHASER

            


    

    


    9.1 Conditions.
      All
      obligations of the Purchaser under this Agreement are subject to the fulfillment
      of the following conditions:

    


    
      	 	
              (a)

            	
              Vendor's
                Representations.
                The Vendor’s representations contained in this Agreement will be
                true.

            


    

    


    
      	 	
              (b)

            	
              Vendor’s
                Covenants.
                The Vendor will have performed and complied with all agreements,
                covenants
                and conditions as required by this
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              Consents.
                The Purchaser will have received duly executed copies of the consents
                or
                approvals referred to in paragraph
                4.1.

            


    

    


    9.2 Exclusive
      Benefit.
      The
      foregoing conditions are for the exclusive benefit of the Purchaser and any
      such
      condition may be waived in whole or in part by the Purchaser delivering to
      the
      Vendor a written waiver to that effect signed by the Purchaser.

    


    
      	10.	
              CONDITIONS
                PRECEDENT TO THE OBLIGATIONS OF THE
                VENDOR

            


    

    


    10.1 Conditions.
      All
      obligations of the Vendor under this Agreement are subject to the fulfillment
      of
      the following conditions:

    


    
      	 	
              (a)

            	
              Purchaser's
                Representations.
                The Purchaser’s representations contained in this Agreement will be
                true.

            


    

    


    
      	 	
              (b)

            	
              Purchaser’s
                Covenants.
                The Purchaser will have performed and complied with all covenants,
                agreements and conditions as required by this
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              Consents
                of Third Parties.
                All consents or approvals required to be obtained by the Vendor for
                the
                purpose of selling, assigning or transferring the Claims have been
                obtained, provided that this condition may only be relied upon by
                the
                Vendor if the Vendor has diligently exercised its best efforts to
                procure
                all such consents or approvals and the Purchaser has not waived the
                need
                for all such consents or approvals.

            


    

    


    10.2 Exclusive
      Benefit.
      The
      foregoing conditions are for the exclusive benefit of the Vendor and any such
      condition may be waived in whole or in part by the Vendor delivering to the
      Purchaser a written waiver to that effect signed by the Vendor.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	11.	
              GENERAL

            


    

    


    
      	
              11.1

            	
              Governing
                Law.
                This Agreement and each of the documents contemplated by or delivered
                under or in connection with this Agreement are governed exclusively
                by,
                and are to be enforced, construed and interpreted exclusively in
                accordance with the laws of British Columbia which will be deemed
                to be
                the proper law of the Agreement.

            


    

    


    
      	
              11.2

            	
              Professional
                Fees.
                Each of the parties will bear the fees and disbursements of their
                respective lawyers, advisers and consultants engaged by them respectively
                in connection with the transactions contemplated by this Agreement
                prior
                to the closing.

            


    

    


    
      	
              11.3

            	
              Assignment.
                No party will assign this Agreement, or any part of this Agreement,
                without the prior written consent of the other party. Any purported
                assignment without the required consent is not binding or enforceable
                against any party.

            


    

    


    
      	
              11.4

            	
              Enurement.
                This Agreement enures to the benefit of and binds the parties and
                their
                respective successors and permitted
                assigns.

            


    

    


    
      	
              11.5

            	
              Notice.
                All notices required or permitted to be given under this Agreement
                will be
                in writing and personally delivered to the address of the intended
                recipient set out on the first page of this Agreement or at such
                other
                address as may from time to time be notified by any of the parties
                in the
                manner provided in this Agreement.

            


    

    


    
      	
              11.6

            	
              Further
                Assurances.
                The parties will execute and deliver all further documents and take
                all
                further action reasonably necessary or appropriate to give effect
                to the
                provisions and intent of this Agreement and to complete the transactions
                contemplated by this Agreement.

            


    

    


    
      	
              11.7

            	
              Remedies
                Cumulative.
                The rights and remedies under this Agreement are cumulative and are
                in
                addition to and not in substitution for any other rights and remedies
                available at law or in equity or otherwise. Any party to this Agreement
                may terminate this Agreement if any other party is in breach of or
                defaults under any material term or condition of this Agreement or
                has
                made a material misrepresentation in this Agreement. No single or
                partial
                exercise by a party of any right or remedy precludes or otherwise
                affects
                the exercise of any other right or remedy to which that party may
                be
                entitled.

            


    

    


    
      	
              11.8

            	
              Entire
                Agreement.
                This Agreement constitutes the entire agreement between the parties
                and
                there are no representations, express or implied, statutory or otherwise
                and no collateral agreements other than as expressly set out or referred
                to in this Agreement.

            


    

    


    
      	
              11.9

            	
              Headings.
                The division of this Agreement into sections and the insertion of
                headings
                are for convenience only and do not form part of this Agreement
                and

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    will
      not
      be used to interpret, define or limit the scope, extent or intent of this
      Agreement.

    


    
      	
              11.10

            	
              Severability.
                Each provision of this Agreement is severable. If any provision of
                this
                Agreement is or becomes illegal, invalid or unenforceable, the illegality,
                invalidity or unenforceability of that provision will not affect
                the
                legality, validity or enforceability of the remaining provisions
                of this
                Agreement.

            


    

    


    
      	
              11.11

            	
              Schedules.
                The Schedules attached hereto form an integral part of this
                Agreement.

            


    

    


    
      	
              11.12

            	
              Time
                of the Essence.
                Time will be of the essence of this
                Agreement.

            


    

    


    
      	
              11.13

            	
              Counterparts.
                This Agreement and all documents contemplated by or delivered in
                connection with this Agreement may be executed and delivered by facsimile
                or original and in any number of counterparts, and each executed
                counterpart will be considered to be an original. All executed
                counterparts taken together will constitute one
                agreement.

            


    

    


    IN
      WITNESS WHEREOF
      the
      parties have duly executed this Agreement by their duly authorized officers
      effective the first day and year written above.

    


    


    VENDOR:
      MEGA DEVELOPMENTS INC.

    


    /s/
      Martin Ermer   

    
      
        

      

    

    MARTIN
      ERMER

    


    


    PURCHASER:
      MENZIES BAY MINERALS INC.

    


    /s/
      Rod
      Bergen 

    
      
 ROD
      BERGEN


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    SCHEDULE
      “A”

     

     

     

    
 

    


    THIS
      IS SCHEDULE “A”
      to the
      Asset Purchase Agreement.