AGREEMENT

      


      This
        AGREEMENT (the “Agreement”) is made as of the 28th
        day of
        May, 2007, by and between:

      


      
        	 	
                Sadru
                  Mohamed,
                  a
                  businessman having an address for notice and delivery located at
                  900 - 555
                  Burrard St., Vancouver, B.C., Canada V7X
                  1M8

              


      

      (the
        “Seller” ) 

       

      and

      


      
        	 	
                Dennis
                  Tan,
                  a
                  businessman having an address for notice and delivery located at
                  201
                  Makiling Street, Ayala Alabang Village, Muntinlupa City,
                  Philippines

              


      

      (the
        "Purchaser"). 

      


      


      R
        E C I T A L S:

      


      FIRST,
        Seller is
        the
        owner of an aggregate of 125,000,000 restricted shares of common stock of
        Montagu Resources Corp., a Nevada corporation ("Montagu", or the “Company”);


       

      SECOND,
        Seller desires
        to sell 75,000,000 restricted shares of common stock of Montagu (the “Shares”)
        to the Purchaser on the terms and conditions provided for in this
        Agreement.

       

      THRID,
        Purchaser desires to purchase the Shares from the Seller on the terms and
        conditions provided for in this Agreement.

       

      NOW,
        THEREFORE, in consideration of the foregoing and of the mutual covenants
        and
        agreements hereinafter set forth, the parties hereto agree as
        follows:

       

      I.
        SALES OF THE SHARES.

       

      1.01 Shares
        being Sold.
        Subject
        to the terms and conditions of this Agreement, the Seller is selling, assigning,
        and delivering the Shares to the Purchaser at the closing provided for in
        Section 1.03 hereof (the "Closing"), free and clear of all liens, charges,
        or
        encumbrances of whatsoever nature.

       

      1.02 Consideration.
        Seller
        acknowledges that Purchaser is purchasing the Shares for consideration of
        US$30,000, which shall be delivered to the Seller at the Closing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      1.03 Closing.
        The
        Closing of the transactions provided for in this Agreement is taking place
        on or
        before June 12, 2007 and no sooner than after the tenth day after the filing
        of
        a Schedule 14F-1 with the SEC on EDGAR and the mailing of such Schedule 14F-1
        to
        the registered shareholders of the Company. At the Closing, the Seller will
        deliver to the Purchaser duly endorsed stock certificates representing the
        Shares. Concurrently therewith, the Purchaser will deliver US$30,000 to the
        Seller for the purchase of the Shares. 

      


      II.
        REPRESENTATIONS AND WARRANTIES BY THE SELLER.

       

      The
        Seller hereby represents and warrants to the Purchaser that to the best of
        the
        Seller’s knowledge, with the intent that the Purchaser will rely on these
        representations and warranties in entering into this Agreement, and in
        concluding the purchase and sale contemplated by this Agreement,
        that:

       

      2.01 Organization,
        Capitalization, etc.

      (a)
        The
        Company is a corporation duly organized, validly existing, and in good standing
        under the laws of the state of Nevada, and is qualified in no other
        state.

       

      (b)
        The
        authorized capital stock of the Company consists of 2,500,000,000 shares
        of
        common stock with a par value of $0.00001 per share and 100,000,000 shares
        of
        preferred stock with a par value of $0.00001 per share. As of the date of
        this
        Agreement, 150,275,000 shares of common stock are validly issued and
        outstanding, fully paid and non-assessable. There are no outstanding options
        or
        other agreements of any nature whatsoever relating to the issuance by the
        Company of any shares of its capital stock.

       

      (c)
        The
        Company has the corporate power and authority to carry on its business as
        presently conducted.

       

      2.02 No
        Violation.
        Neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated hereby will constitute a violation or default under
        any term or provision of the Articles of Incorporation or Bylaws of the Company,
        or of any contract, commitment, indenture, other agreement or restriction
        of any
        kind or character to which the Company or the Seller is a party or by which
        the
        Company or the Seller is bound.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.03 Authority.
         The
        Seller has the power and authority to execute and deliver this Agreement,
        to
        perform its obligations hereunder and to consummate the transactions
        contemplated hereby. This Agreement has been duly executed and delivered
        by the
        Seller and
        constitutes a valid and binding instrument, enforceable in accordance with
        its
        terms.

       

      2.04 Title
        to the Shares.
        The
        Seller is the sole legal and beneficial owner of the Shares in Montagu and
        has
        good and marketable title thereto. All of the Shares owned by the Seller
        are
        owned free and clear of any liens, claims, options, charges, or encumbrances
        of
        whatsoever nature. The Seller has the unqualified right to sell, assign,
        and
        deliver the Shares, and, upon consummation of the transactions contemplated
        by
        this Agreement, the Purchaser will acquire good and valid title to the Shares,
        free and clear of all liens, claims, options, charges, and encumbrances of
        whatsoever nature. The Purchaser acknowledges that the Shares being acquired
        from the Seller are restricted securities so that such Shares will have trading
        restrictions.

       

      2.05 Control
        Shares.
        The
        Certificates representing the Shares delivered pursuant to this Agreement
        are
        owned by an affiliate of the Company and accordingly are restricted securities
        as that term is defined in Rule 144 of the Securities Act of 1933 (the “Act”).
        As such, upon transfer of the Shares to the Purchaser, the Purchaser will
        begin
        a new holding period as set forth in Rule 144 and the Shares may not be resold
        without registration or pursuant to an exemption from registration for the
        holding period set forth in Rule 144. Accordingly, certificates issued to
        the
        Purchaser will contain an appropriate restrictive legend. 

       

      2.06 Undisclosed
        Liabilities.
        Except
        to the extent reflected in the balance sheet of the Company, the Company,
        as of
        that date, had no material liabilities or material obligations of any nature,
        whether absolute, accrued, contingent, or otherwise and whether due or to
        become
        due. Further, the Seller does not know or has no reasonable ground to know
        of
        any basis for the assertion against the Company of any material liability
        or
        material obligation as of March 31, 2007, of any nature or in any amount
        not
        fully reflected or reserved against in the financial statements.

       

      2.07 Tax
        Returns.
        The
        Company has duly filed all tax reports and returns required to be filed by
        it
        and has fully paid all taxes and other charges claimed to be due from it
        by
        federal, state, or local taxing authorities (including without limitation
        those
        due in respect of its properties, income, franchises, licenses, sales, and
        payrolls); there are no liens upon any of the Company's property or assets;
        there are not now any pending questions relating to, or claims asserted for,
        taxes or assessments asserted against the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.08 Title
        to Properties; Encumbrances.
        The
        Company has good and marketable title to all of its properties and assets,
        real
        and personal, tangible and intangible. 

       

      2.09 No
        Claims; Indemnity.
        There
        are currently no claims or lawsuits threatened or pending against the Company
        or
        the Seller as the owner of its shares, and Seller is unaware of any conditions
        or circumstances that would lead to or justify the filing of any claim or
        lawsuit. If, after the consummation of this transaction and the transfer
        of the
        Shares from the Seller to the Purchaser any claim or lawsuit shall be filed
        against Montagu or the Purchaser
        (as
        the
        owner of the Shares), arising out of any circumstances whatsoever prior to
        transfer of the shares,
        the
        Seller shall defend, indemnify and hold the Purchaser harmless from and against
        any and all such claims or lawsuits or any awards or judgments granted
        thereunder.

       

      2.10 Affiliate.
        The
        Seller is, or has been during the past ninety (90) days, an officer, director,
        10% or greater shareholder or "affiliate" of the Company, as that term is
        defined in Rule 144 promulgated under the Act.

      


      III.
        REPRESENTATIONS AND WARRANTIES BY THE PURCHASER.

       

      The
        Purchaser hereby represents and warrants to the Seller that to the best of
        the
        Purchaser’s knowledge, with the intent that the Seller will rely on these
        representations and warranties in entering into this Agreement, and in
        concluding the purchase and sale contemplated by this Agreement,
        that:

       

      3.01 Representations
        Regarding the Acquisition of the Shares.

       

      (a)
        The
        undersigned Purchaser understands that the SHARES HAVE NOT BEEN APPROVED
        OR
        DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
        STATE
        OR FOREIGN SECURITIES AGENCIES;

       

      (b)
        The
        Purchaser is not an underwriter and is acquiring the Seller’s Shares solely for
        investment for the account of the Purchaser and not with a view to, or for,
        resale in connection with any distribution within the meaning of the federal
        securities act, the state securities acts or any other applicable
        laws;

       

      (c)
        The
        Purchaser understands the speculative nature and risks of investments associated
        with the Company and confirms that the Shares are suitable and consistent
        with
        his investment program and that his financial position enables him to bear
        the
        risks of this investment;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      3.02 Authority.
        The
        Purchaser has
        the
        power and authority to execute and deliver this Agreement, to perform his
        obligations hereunder and to consummate the transactions contemplated hereby.
        This Agreement has been duly executed and delivered by the Purchaser and
        constitutes a valid and binding instrument, enforceable in accordance with
        its
        terms.

       

      3.03 No
        Violation.
        Neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated hereby will constitute a violation or default under
        any term or provision of any contract, commitment, indenture, other agreement
        or
        restriction of any kind or character to which the Purchaser is a party or
        by
        which the Purchaser is bound.

       

      3.04 Rule
        144 Restriction.
        The
        Purchaser hereby agrees that such shares are restricted pursuant to Rule
        144 and
        therefore subject to Rule 144 resale requirements. 

       

      3.05 Restricted
        Period.
        The
        Purchaser understands and agrees that offers and sales of any of the Shares
        prior to the expiration of a period of one year after the date of completion
        of
        the transfer of the Shares (the "Restricted Period") as contemplated in this
        Agreement shall only be made in compliance with the safe harbor provisions
        set
        forth in Regulation S, or pursuant to the registration provisions of the
        Securities Act or pursuant to an exemption therefrom, and that all offers
        and
        sales after the Restricted Period shall be made only in compliance with the
        registration provisions of the Securities Act or an exemption
        therefrom;

      


      IV.
        SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION.

       

      4.01 Survival
        of Representations.
        All
        representations, warranties, and agreements made by any party in this Agreement
        or pursuant hereto shall survive the execution and delivery hereof for a
        period
        of one (1) year from and after the Closing.

       

      4.02 Indemnification.
        The
        Seller agrees to indemnify the Purchaser and hold him harmless from and in
        respect of any assessment, loss, damage, liability, cost, and expense
        (including, without limitation, interest, penalties, and reasonable attorneys'
        fees) in excess of $5,000.00 in the aggregate, imposed upon or incurred by
        the
        Purchaser resulting from a breach of any agreement, representation, or warranty
        of the Seller. Assertion by a party to their right to indemnification under
        this
        Section 4.02 shall not preclude the assertion by the parties of any other
        rights
        or the seeking of any other remedies against the opposing party.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      V.
        MISCELLANEOUS.

       

      5.01 Expenses.
        All
        fees and expenses incurred by the Purchaser and Seller in connection with
        the
        transactions contemplated by this Agreement shall be borne by the respective
        parties hereto.

       

      5.02 Further
        Assurances.
        From
        time to time, at the Purchaser's request and without further consideration,
        the
        Seller, at his expense, will execute and transfer such documents and will
        take
        such action as the Purchaser may reasonably request in order to effectively
        consummate the transactions herein contemplated.

       

      5.03 Entire
        Agreement.
        This
        Agreement contains all of the terms agreed upon by the parties with respect
        to
        the subject matter hereof. This Agreement supersedes all prior agreements
        and
        understandings between the parties with respect to the subject matter hereof.
        This Agreement may be amended only by a written instrument duly executed
        by the
        parties hereto or their respective successors or assigns.

       

      5.04 No
        Assignments.
        Neither
        party may assign nor delegate any of its rights or obligations hereunder
        without
        first obtaining the written consent of the other party.

       

      5.05 Headings.
        The
        section and paragraph headings contained in this Agreement are for reference
        purposes only and shall not affect in any way the meaning or interpretations
        of
        this Agreement.

       

      5.06 Severability.
        In the
        event that any term, covenant, condition or other provision contained herein
        is
        held to be invalid, void or otherwise unenforceable by any court of competent
        jurisdiction, the invalidity of any such term, covenant, condition, provision
        or
        Agreement shall in no way affect any other term, covenant, condition or
        provision or Agreement contained herein, which shall remain in full force
        and
        effect. 

       

      5.07 Governing
        Law.
        The
        situs of this Agreement is Vancouver, British Columbia, and for all purposes
        this Agreement will be governed exclusively by and construed and enforced
        in
        accordance with the laws and Courts prevailing in the Province of British
        Columbia, without regard to its conflict-of-laws rules.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.08 Notices.
        All
        notices, requests, demands, and other communications hereunder shall be in
        writing and shall be deemed to have been duly given if delivered or mailed
        (registered or certified mail, postage prepaid, return receipt requested)
        as
        follows:

       

      
        
          
            	
                    If
                      to the Seller:

                  	Sadru
                    Mohamed 
                    900
                      - 555 Burrard St.

                    Vancouver,
                      B.C. V7X 1M8

                  
	 	 
	
                    If
                      to the Purchaser:

                  	
                    Dennis
                      Tan

                    201
                      Makiling Street, Ayala Alabang Village

                    Muntinlupa
                      City, Philippines

                  


          

           

        

      

      5.09 Effect.
        In the
        event any portion of this Agreement is deemed to be null and void under any
        state, provincial, or federal law, all other portions and provisions not
        deemed
        void or voidable shall be given full force and effect.

       

      5.10 Gender
        and Number.
        Words
        importing a particular gender mean and include the other gender and words
        importing a singular number mean and include the plural number and vice versa,
        unless the context clearly indicated to the contrary.

       

      5.11 Counterparts.
        This
        Agreement may be executed simultaneously in several counterparts, each of
        which
        shall be deemed an original, but all of which together shall constitute one
        and
        the same instrument. Facsimile signatures are acceptable and deemed original
        signatures.

      


      IN
        WITNESS WHEREOF,
        this
        Agreement has been duly executed and delivered by the Seller and the Purchaser,
        on the date first above written.

       

      SELLER:

      


      _/s/
        Sadru Mohamed____________

      SADRU
        MOHAMED

      


      


      


      PURCHASER:

      


      _/s/
        Dennis Tan _______________

      DENNIS
        TAN