Asset Purchase Agreement



 


Asset Purchase Agreement

By And Between

Max Entertainment Group S.A.

And

Eastern Exploration Corporation




This asset purchase agreement (the "Agreement") is
dated the ______ day of June, 2007, by and between Max Entertainment Group S.A.,
a Swiss corporation ("Max" or "Seller") and Eastern Exploration
Corporation, a Nevada corporation ("EEC" or "Buyer").




RECITALS


Seller is in the business of operating an entertainment business (the
        "Business");

        Seller owns certain intellectual properties that it utilizes in
        conjunction with the operation of the Business;

        Pursuant to the terms and conditions set forth herein, Seller desires
        to sell the assets to Buyer and Buyer desires to purchase the assets
        from Seller.

      
    
  

NOW, THEREFORE, in consideration of the promises and the respective
agreements hereinafter set forth, Buyers and Sellers hereby agree as follows




AGREEMENT




 

1. Assets Owned by Max. Max is involved in operating
the Business. The assets of Max being purchased by EEC pursuant to this
Agreement (the "Acquired Assets") represent some, but not all, of the
assets of MAX. The Acquired Assets are set forth on Schedule 1.1. The Acquired
Assets include all replacements and additions thereto between the date of this
Agreement and the "Closing Date" (the date on which the transactions
contemplated are consummated). Seller agrees that it shall convey the shares
representing the Acquired Assets to Buyer free and clear of all liens,
encumbrances, liabilities and debts of any kind



For general category reference purposes only, the Acquired
Assets may or may not include the following:



(a) Computer software programs, copyrights, patents, patent
applications, trademarks, tradenames and know-how and goodwill related thereto;





(b) Contracts, agreements and all books and records of the
Business related to the Acquired Assets;



(c) Intellectual property, goodwill associated therewith,
licenses and sublicenses granted and obtained with respect thereto, and rights
thereunder, remedies against infringements thereof, and rights to protection of
interests therein under the laws of all jurisdictions;



Accounts, notes and other receivables related to the Acquired
Assets;



Claims, deposits, prepayments, refunds, cause of action,
rights of recovery, rights of set off and rights of recoupment related to the
Acquired Assets;



Franchises, approvals, certificates, variances, and similar
rights as may have been granted related to the Acquired Assets; and



Books, records, ledgers, files, documents, correspondence,
lists, plats, architectural plans, drawings and specifications, creative
materials, advertising and promotional materials, studies, reports and other
printed or written materials, tangible and intangible personal property disposed
of or consumed in the ordinary course of business from the date of this
Agreement until the Closing Date which are related to the Acquired Assets. 



2. Purchase Price. The purchase price for the Acquired
Assets (the "Purchase Price") shall be paid to Seller as follows:



2.1 Buyer's Common Stock. At Closing, Buyer shall
issue eleven million two hundred eighty thousand seven hundred seventy-four
(11,280,774) shares of Buyer's Common Stock. The shares will be issued, at
Closing, to those shareholders of Seller set forth on Schedule 2.1 (the "Shareholders").
Each certificate shall carry a restrictive legend. The shares will not be
registered. Each Shareholder shall receive 3.45 shares of Buyer's Common Stock
for each share of Seller's Common Stock owned by the Shareholder. All fractional
shares of Seller's Common Stock issued in conjunction with this Agreement shall
be rounded up to the next whole share number; 



2.3 Assumed Liabilities. Buyer shall assume, pay and
indemnify Seller against any liabilities of the Seller as designated by the
Seller at Closing;



2.4 Transfer of Existing Assets. As soon after Closing
as is reasonably practical, the Buyer shall transfer to a person or entity
designated by the current President/CEO of the Buyer all assets owned
immediately prior to Closing, including, but not limited to any business owned
or under development by the Buyer.



3. Corporate Governance Changes. 



3.1 Name Change. Immediately after Closing, or as soon
thereafter as is reasonably possible, Buyer agrees to undertake to change the
name of the corporation from Eastern Exploration Corporation to Max
Entertainment Holdings, Inc. Seller understands that such a name change will
require shareholder approval, and that while Buyer will make all reasonable
efforts to receive shareholder approval, Buyer can not guarantee that the
shareholders of Buyer will agree to a name change.



3.2 Appointment to Board of Directors. Upon execution of this
Agreement, the current Board of Directors will appoint a representative
designated by the Seller to the Board of Directors.



4. Closing Date. Subject to the satisfaction or waiver
of the conditions contained in this Agreement and shareholder approval of this
Agreement, the Closing will take place at: (a) the offices of Parsons/Burnett,
LLP, counsel to Seller, at 10:00 a.m. pacific standard time on the later of: (i)
the second (2nd) business day after the execution of this
agreement; or (ii) the second business day after shareholder approval and for
which all of the conditions to Closing have been met; or (b) at such other place
and at such time as Buyer and Seller may agree. In addition to any other
conditions specifically contained in this Agreement, unless waived by Buyer, the
obligation of Buyer to effect the transactions contemplated hereby is subject to
Seller having performed in all material respects all obligations required to be
performed by it under this Agreement prior to the Closing Date, and, unless
waived by Seller, the obligation of Seller to effect the transactions
contemplated hereby, including without limitation declaration of ownership
obtained at the sole cost and expense of Seller.



5. Representations and Warranties of Buyer. Buyer
hereby represents and warrants to Seller as follows with both the Buyer and the
Seller agreeing that the Seller's obligations hereunder are subject to these
representations and warranties being true, correct and complete as of the
Closing Date:



Buyer is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada and has all necessary
corporate power and authority to execute this Agreement and the other documents
to be executed by it in connection herewith (collectively with this Agreement, "Buyer's
Agreements") and to consummate the transactions contemplated hereby and
thereby. All corporate acts and other proceedings required to be taken by or on
the part of Buyer, including, if necessary, all appropriate stockholder action,
to authorize it to carry out this Agreement and such other agreements and
instruments and the transactions contemplated hereby and thereby have been, or
will be by the Closing Date, duly and properly taken. This Agreement has been
duly executed and delivered by Buyer and constitutes, and such other agreements
and instruments when duly executed and delivered by Buyer will constitute,
legal, valid and binding obligations of Buyer and will be enforceable in
accordance with their respective terms. 



Buyer's execution, delivery and performance of Buyer's
Agreements and the transactions contemplated hereby and thereby have been duly
and validly authorized by all necessary action on its part and, assuming the due
execution and delivery of Seller's Agreements (as hereinafter defined) by
Seller, will constitute the valid and binding obligations of Buyer, enforceable
against it in accordance with their respective terms, except as limited by laws
affecting creditor's rights or equitable principles generally.



The execution, delivery and performance of Buyer's Agreements
by Buyer does not require the consent of a governmental entity or any third
party not affiliated with Buyer.



Buyer represents and warrants that the shares of Buyer's
Common Stock issued pursuant to the Purchase Price are restricted securities
under the Securities Act of 1933, as amended and are subject to restrictions
upon transfer. The certificates for shares of Common Stock will contain a
restrictive legend which reads as substantially follows:




THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND
ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH
SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREIN
THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR
PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE
AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. THE STOCK TRANSFER AGENT
HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTIONS.




The Buyer is a fully reporting company under the Securities
Act of 1933, is current in filings, and subject to the reporting requirement of
the Securities and Exchange Commission ("Commission") pursuant to
Sections 12, 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").



6. Representations and Warranties of Seller. Seller
hereby represents and warrants to Buyer as follows, and Buyer and Seller agree
that Buyer's obligations hereunder are subject to these representations and
warranties being true, correct and complete as of the Closing Date. To Seller's
reasonable knowledge:



(a) Seller is a privately held Swiss company and has all
necessary power and authority to execute this Agreement and the other documents
to be executed by it in connection herewith (collectively with this Agreement, "Seller's
Agreements"), to conduct its business and operations as presently conducted
and to consummate the transactions contemplated hereby and thereby. Seller has
full corporate power and authority to execute and deliver this Agreement and the
other agreements and instruments to be executed and delivered by it pursuant
hereto and to consummate the transactions contemplated hereby and thereby. All
corporate acts and other proceedings required to be taken by or on the part of
Seller, including, if necessary, all appropriate stockholder action, to
authorize it to carry out this Agreement and such other agreements and
instruments and the transactions contemplated hereby and thereby have been duly
and properly taken. This Agreement has been duly executed and delivered by
Seller and constitutes, and such other agreements and instruments when duly
executed and delivered by Seller will constitute, legal, valid and binding
obligations of Seller and will be enforceable in accordance with their
respective terms.



(b) Neither the execution and delivery nor the performance of this Agreement
will (i) violate any provision of law, or any judgment, writ, injunction, decree
or order of any court or other governmental authority relating to Seller, or
(ii) violate any will, deed, mortgage, instrument, indenture, agreement,
contract, other commitment or restriction to which Seller is a party or by which
it is bound, or (iii) be in conflict with, or result in or constitute a breach
or default (or any occurrence which by lapse of time and/or giving of notice
would constitute a breach of default), on the part of Seller, under any such
will, deed, mortgage, instrument, indenture, agreement, contract, other
commitment or restriction, or (iv) result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon the Acquired Assets.
The Business of Seller, as it pertains to the Acquired Assets, has been
conducted by Seller in accordance with all applicable laws, governmental
regulations and judicial and administrative decisions, including without
limiting the generality of the foregoing, laws, regulation and decisions
concerning the employment of labor and environmental matters, the failure to
comply with which would have a material adverse effect on Buyer's ability to
utilize the Acquired Assets in Buyer's business operations. All licenses or
permits issuable by any governmental authority which are necessary for the use
of the Acquired Assets, in Seller's Business, have been obtained and are
currently in full force and effect. All such licenses and permits are freely
transferable to Buyer without the consent of the issuing authority. There is
(and has not been within the past year) no claim, litigation, action, suit or
proceeding, administrative or judicial, pending or threatened against or
affecting Seller, or involving any of the Acquired Assets, at law or in equity
or before any foreign, federal, state, local or other governmental authority,
including, without limitation, any claim, proceeding, or litigation for the
purpose of enjoining or preventing the consummation of this Agreement, or the
transactions contemplated hereby, or otherwise claiming this Agreement, or any
of the transactions contemplated hereby or the consummation thereof, is illegal
or otherwise improper, nor to Seller's reasonable knowledge, without independent
investigation thereof, is there any basis upon which any such claim, litigation,
action, suit or proceeding could be brought or initiated. Seller is not (and has
not been within the past year) subject to or in default under any judgment,
order, writ, injunction or decree of any court or any governmental authority,
and no replevins, attachments, or executions have been issued or are now in
force against Seller. No petition in bankruptcy or receivership has ever been
filed by or against Seller. Seller is not in default under any express or
implied contract, agreement, lease or other arrangement, oral or written, to
which Seller is a party and which could affect the Acquired Assets. No consent,
authorization, license, permit, order, certificate or approval which has not
heretofore been obtained is required by any person, corporation, partnership,
estate, trust, governmental agency or other person or entity not a party to this
Agreement to the transactions contemplated by this Agreement. Seller has not
received any notice from any court or governmental agency of any violation or
alleged violation of any applicable laws, ordinances, regulations, rules,
decrees, awards or orders enacted or entered by any federal, state or local
governmental authority or court. Seller now has, and by virtue of the deliveries
made at the Closing, Buyer will obtain good and marketable title to the Acquired
Assets, free and clear of all liens, encumbrances, charges and equities of any
nature whatsoever. To Seller's reasonable knowledge, without independent
investigation thereof, neither the business of Seller as conducted prior to the
Closing nor the ownership or sale by Seller of any of the Acquired Assets were,
are or will be in contravention of any patent, trademark, copyright or franchise
agreements, licensing agreements, or other proprietary right of any third party
or was, is or will be dependent for no-contravention upon the acquiescence,
agreement or consent of any such third party.



(c) Seller has complied and is in compliance with all
Environmental Laws (as hereinafter defined).



(d) Seller's has no liability under any Environmental law,
nor is Seller responsible (including, but not limited to, by contract or by
operation of law) for any liability of any other person under any Environmental
Law. There are no pending or threatened actions, suits, orders, claims, legal
proceedings or other proceedings based on, and Seller, nor any officer, director
or shareholder thereof has directly or indirectly received any formal or
informal notice of any complaint, order, directive, citation, notice of
responsibility, notice of potential responsibility, or information request from
any governmental authority or any other person or entity or knows or suspects
any fact(s) which might reasonably form the basis for any such actions or
notices pursuant to Environmental Laws or otherwise arising out of or relating
in any way to Hazardous Materials (as hereinafter defined).



(e) Taxes. Seller represents that it has:



    (i) filed all applicable tax returns (as hereinafter
        defined) required to be filed; 

        

        (ii) paid or accrued all taxes (as hereinafter
        defined) shown to be due on such tax returns or which are otherwise due
        and payable; and

        

        (iii) paid or accrued all taxes for which a notice of
        assessment or collection has been received.

        

      
    
  

(h) As used in this Agreement,



    (i) "Taxes" means any and all federal, state,
        local, foreign or other taxes of any kind (together with any and all
        interest, penalties, additions to tax and additional amounts imposed
        with respect thereto) imposed by any taxing authority, including,
        without limitation, taxes or other charges on or with respect to income,
        franchises, windfall or other profits, gross receipts, property, sales,
        use, capital stock, payroll, employment, social security, workers'
        compensation, unemployment compensation, or net worth, and taxes or
        other charges in the nature of excise, withholding, ad valorem or value
        added, and includes, without limitation, any liability for Taxes of
        another person, as a transferee or successor; and

        

        (iii) "Tax Return" means any return, report or
        similar statement (including any attached schedules) required to be
        filed with respect to any Tax, including, without limitation, any
        information return, claim or refund, amended return or declaration of
        estimated Tax.

        

      
    
  

No taxing authority has asserted in writing any claim for
Taxes, or to the knowledge of Seller, is threatening to assert any claims for
Taxes, against Seller. Seller has withheld or collected and paid over to the
appropriate governmental entities (or is properly holding for such payment) all
Taxes required by law to be withheld or collected. There are no liens for Taxes
upon the Acquired Assets of Seller (other than liens for Taxes that are not yet
due).



(i) Seller is not liable for any costs of employee
compensation or benefits relating to the Business of Seller, including any taxes
and related contributions, vacations and sick pay or any group medical, dental
or death benefits for expenses regardless of when incurred or arising; There are
no bonus, vacation, deferred compensation, pension, retirement, profit-sharing,
thrift, savings, employee stock ownership, stock bonus, stock purchase,
restricted stock and stock option plans, employment or severance contracts,
medical, dental, disability, health and life insurance plans and other employee
benefit and fringe benefit plans or other contracts maintained or contributed to
by Seller for the benefit of officers, former officers, employees, former
employees, directors, former directors, or the beneficiaries of any of the
foregoing, or pursuant to which Seller may have any liability. The execution and
performance of the transactions contemplated by this Agreement will not (either
alone or upon the occurrence of any additional or subsequent events) constitute
an event under any Seller Compensation and Benefit Plan, trust or loan that will
or may result in any payment (whether of severance pay or otherwise),
acceleration, forgiveness of indebtedness, vesting, distribution, increase in
benefits or obligation to fund benefits with respect to any officers and
directors of Seller.



(j) Neither this Agreement, nor any Exhibit, Schedule, certificate,
instrument or other document furnished or to be furnished by Seller to Buyer
pursuant hereto or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact necessary to make the statements contained
therein not misleading. There is no fact which materially adversely affects or,
may materially adversely affect the business or condition (financial or
otherwise) of the Seller or any of its properties or assets which has not been
set forth herein, or in any Exhibit, or Schedule, certificate or other document
furnished or to be furnished to Buyer prior to the Closing Date pursuant hereto.

(k) The foregoing representations and warranties set forth in
this Section 6 shall be deemed renewed by Seller at the Closing as if made at
such time and shall survive for a period of one (1) year after the Closing Date.



7. Covenant of Buyer. Buyer hereby covenants to Seller
that it shall not take any action which is materially inconsistent with its
obligations under this Agreement that it shall notify Seller of any litigation
or administrative proceeding pending or, to Buyer's knowledge, threatened
against Buyer that challenges the transactions contemplated hereby. Buyer agrees
that the compliance with this covenant in all material respects shall be a
condition to Seller's obligations hereunder.





8. Certain Seller Covenants. Seller hereby makes the
following covenants to Buyer, the compliance with which in all respects shall be
a condition to Buyer's obligations hereunder:



Seller shall conduct and operate its Business, as it pertains
to the Acquired Assets, in the ordinary and prudent course of business
consistent with past practices and shall not sell, lease or dispose of any of
the Acquired Asset to be conveyed pursuant to this Agreement and shall preserve
the business of the customers, suppliers and others having business relations
with Seller's Business as those relations may pertain to the Acquired Assets;



Seller shall operate its Business, with respect to the
Acquired Assets, in all respects in accordance with all laws, regulations and
rules applicable to such Business;



Seller shall not take any action that would cause any
representation or warranty contained herein to become false or invalid, and
Seller shall notify Buyer of any change in any of Seller's representations and
warranties contained herein; provided, however, that such notice shall not
operate to cure any breach of such representations or warranties;



Seller shall not take any action which is inconsistent with
Seller's obligations under this Agreement; and



Seller shall notify Buyer of any litigation or administrative
proceeding or investigation pending or, to Seller's knowledge, threatened, which
challenges the transactions contemplated hereby.



9. Certain Conditions to Buyer's Obligation. Buyer and
Seller agree that Buyer's obligations hereunder are specifically conditioned
upon the prior occurrence or satisfaction of the following:



(a) Buyer shall have completed to Buyer's satisfaction its
business, financial and legal due diligence investigation of Seller;



(b) All instruments of conveyance and transfer and other
documents delivered by Seller to Buyer to effect the sale, transfer and
conveyance of the Acquired Assets to Buyer shall be satisfactory in form and
substance to Buyer and its counsel;



(c) Buyer shall have received evidence satisfactory to it and
its counsel of the consent, approval or authorization of each governmental and
regulatory authority whose consent, approval or authorization shall be required
in order to permit the consummation of the transactions contemplated hereby;



(e) No litigation or administrative proceeding or
investigation (whether formal or informal) shall be pending or, to Seller's
knowledge, threatened which challenges the transactions contemplated hereby;



(f) Buyer shall have received, a certified copy of the
resolutions of Seller's board of directors and shareholders authorizing the
execution, delivery and consummation of this Agreement and the transactions
contemplated hereby;



(g) Buyer's board of directors shall have authorized the
execution, delivery and consummation of this Agreement and the transactions
contemplated hereby;



10. Certain Conditions to Seller's Obligation. Buyer
and Seller agree that Seller's obligations hereunder are specifically
conditioned upon the prior occurrence or satisfaction of the following:



(a) Seller shall have completed to Seller's satisfaction its
business, financial and legal due diligence investigation of Buyer;



(b) All instruments of conveyance and transfer and other
documents delivered by Buyer to Seller to effect the transactions contemplated
hereby shall be satisfactory in form and substance to Seller and its counsel;



(c) Seller shall have received evidence satisfactory to it
and its counsel of the consent, approval or authorization of each governmental
and regulatory authority whose consent, approval or authorization shall be
required in order to permit the consummation of the transactions contemplated
hereby;



(d) No litigation or administrative proceeding or
investigation (whether formal or informal) shall be pending or, to Buyer's
knowledge, threatened which challenges the transactions contemplated hereby;



(e) Seller shall have received a certified copy of the
resolutions of Buyer's board of directors authorizing the execution, delivery
and consummation of this Agreement and the transactions contemplated hereby;



(f) Seller's board of directors shall have authorized the
execution, delivery and consummation of this Agreement and the transactions
contemplated hereby



11. Cooperation. Buyer and Seller agree to cooperate
fully with one another in taking any actions necessary or helpful to accomplish
the transactions contemplated hereby, including actions to obtain consents
required by any third party; provided, however, that no party shall be required
to take any action which would have a material adverse effect upon it or any of
its affiliates.



12. Bulk Sales. Buyer and Seller agree to waive
compliance with all "bulk sales" or similar laws that may be applicable to the
transactions contemplated hereby.



13. Confidentiality; Publicity. Buyer and Seller shall
each keep confidentiality all information obtained by it with respect to the
other in connection with this Agreement, will use such information solely in
connection with the transaction contemplated hereby, and shall return all such
information to the other party if such transactions are not consummated for any
reason. Except as may be required by any applicable law, neither party will
issue a press release, make any disclosure or any other announcement concerning
the transactions contemplated by this Agreement without the prior written
consent of the other party, which consent shall not be unreasonably withheld.
Once the agreement is completed the Buyer will make a public news release as to
the transaction.



14. Costs and Expenses. Seller shall pay all costs
incurred in connection with any audit of Seller's financial records. Except as
provided herein or as otherwise expressly set forth in this Agreement, Buyer and
Seller agree that each party shall be solely responsible for all costs and
expenses incurred by it in connection with the consummation of the transactions
contemplated hereby; provided however, that all transfer, sales or use taxes or
similar charges resulting from the transfer of the Acquired Assets contemplated
hereby shall be borne by Seller. In the event of a dispute between the parties
in connection with this Agreement or the transactions contemplated hereby, each
of the parties hereto agrees that the prevailing party shall be entitled to
reimbursement by the other party of reasonable legal fees and expenses incurred
in connection with any action or proceeding.



15. Indemnification of Buyer.




(a) From and after the Closing Date, Seller agrees to
indemnify and hold Buyer and its affiliates harmless from and against all costs,
losses and damages (including reasonable attorney fees) incurred by Buyer or
Buyer's affiliates as a result of or arising out of (i) the breach by Seller of
any of its representations and warranties contained in this Agreement, (ii) the
failure by Seller to perform or comply with all of its covenants and agreements
set forth in this Agreement; and (iii) the use of the Acquired Assets by Seller
in the conduct of Seller's Business prior to the Closing Date. Seller shall not
be liable under this Paragraph 15 with respect to any claim by Buyer against
Seller for indemnification payable under this Paragraph 15 unless a written
claim for indemnification is given by Buyer to Seller with respect thereto on or
before the first anniversary of the Closing Date.



(b) The indemnified party shall make no settlement,
compromise, admission or acknowledgement that would give rise to liability on
the part of the indemnifying party without the prior written consent of the
indemnifying party.



(c) The representations, warranties, covenants and agreements
of Seller contained herein shall survive the Closing in full force and effect
for a period of one (1) year from the Closing Date.



16. Indemnification of Seller.




(b) From and after the Closing Date, Buyer agrees to
indemnify and hold Seller and its affiliates harmless from and against all
costs, losses and damages (including reasonable attorney fees) incurred by
Seller or Seller's affiliates as a result of or arising out of (i) the breach by
Buyer of any of its representations and warranties contained in this Agreement;
(ii) the failure by Buyer to perform or comply with all of its covenants and
agreements set forth in this Agreement; and (iii) the use of the Acquired Assets
in Buyer's business following the Closing Date. Buyer shall not be liable under
this Paragraph 16 with respect to any claim by Seller against Buyer for
indemnification payable under this Paragraph 16 unless a written claim for
indemnification is given by Seller to Buyer with respect thereto on or before
the first anniversary of the Closing Date.



(b) The indemnified party shall make no settlement,
compromise, admission or acknowledgement that would give rise to liability on
the part of the indemnifying party without the prior written consent of the
indemnifying party.



(c) The representations, warranties, covenants and agreements
of Buyer contained herein shall survive the Closing in full force and effect for
a period of one (1) year from the Closing Date.



17. Termination. This Agreement may be terminated at
any time prior to Closing as follows:



by written notice of Buyer to Seller or Seller to Buyer if
the other materially breaches any of its representations or warranties or
defaults in the performance of its covenants or agreements contained herein and
such breach or default shall not be cured within five (5) days after the date
notice of such breach or default is served by the party seeking to terminate
this Agreement;



by written notice of Buyer to Seller or Seller to Buyer if
there shall be in effect any judgment, decree or order that would prevent or
make unlawful the Closing of the transactions contemplated by this Agreement;



by written notice of Buyer to Seller, or by Seller to Buyer
if the Closing shall not have been consummated on or before the date which is 60
days from the date hereof;



by written notice of Buyer to Seller or Seller to Buyer at
any time prior to the Closing, if the Buyer or the Seller is not satisfied, in
its sole discretion, with either of its respective businesses and/or the legal
due diligence investigations undertaken by either the Seller or the Buyer; 



18. Parties in Interest. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. No party may voluntarily or
involuntarily assign its interest under this Agreement without the prior written
consent of the other parties hereto, except for any assignment to an affiliate
of Buyer in which case Buyer shall remain fully obligated under this Agreement.



19. Amendment. No amendment, waiver of compliance with
any provision or condition hereof or consent pursuant to this Agreement shall be
effective unless evidenced by an instrument in writing signed by the party
against whom enforcement of any amendment, waiver or consent is sought.



20. Governing Law. This Agreement, including, without
limitation, the interpretation, construction, validity and enforceability
thereof, shall be governed by the laws (other than the conflict of laws rules)
of the State of Nevada.



21. Notice. All notices, requests, consents, waivers,
and other communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been given: (a) if transmitted by facsimile,
upon acknowledgement of receipt thereof in writing by facsimile or otherwise;
(b) if personally delivered, upon delivery or refusal of delivery; (c) if mailed
by registered or certified United States mail, return receipt requested, postage
prepaid, upon delivery or refusal of delivery. All notices, consents, waivers or
other communications required or permitted to be given hereunder shall be
addressed to the respective party to whom such notice, consent, waiver or other
communication relates at the following addresses:



If to Seller, to:                        
James B. Parsons


Parsons/Burnett, LLP


2070 Skyline Tower


10900 NE 4th St.


Bellevue, Washington 98004


Telephone (425) 451-8036 

Fax
(425) 451-8568


E-mail: jparsons@pblaw.biz



  

If to Buyer, to: 







22. Counterparts. This Agreement may be executed in
one or more counterparts, each of which will be deemed an original and all of
which together will constitute one and the same instrument.



23. Severability. Buyer and Seller agree that if one
or more provisions contained in this Agreement shall be deemed or held to be
invalid, illegal or unenforceable in any respect under any applicable law, this
Agreement shall be construed with the invalid, illegal or unenforceable
provision deleted, and the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected or impaired thereby.



24. Entire Agreement. This Agreement and the Schedules
hereto embody the entire agreement and understanding of the parties hereto and
supersede any and all prior agreements, arrangements and understandings relating
to the matters provided for herein.



25. No Liability. Seller agrees that no stockholder,
director or officer of Buyer or its affiliates shall have any personal or
individual liability for the obligations of Buyer under this Agreement or any
other agreement entered into in connection with this Agreement.



26. Broker's Fees. Neither Buyer nor Seller nor any
person acting on behalf of Buyer or Seller has agreed to pay any commission or
finder's fee in connection with this Agreement.



27. Further Actions. After the Closing Date, Seller
and Buyer shall execute and deliver such other certificates, agreements,
conveyances and other documents, and take such other action, as may be
reasonably requested by the other in order to complete the transactions
contemplated hereby and to transfer and assign to, and vest in Buyer the
Acquired Assets pursuant to the terms of this Agreement.




 


 

 


BUYER:



EASTER EXPLORATION
CORPORATION 

a Nevada Corporation



 

 

By:    
/s/ Anthony Tai                                           



Name:    
Anthony Tai                                           



Title:    
CEO                                                       






 

 

SELLER:



MAX ENTERTAINMENT
GROUP S.A.


a Swiss Corporation



 

 

By:        
/s/ Daniel Kilian                           



Name:   
Daniel Kilian                                   



Title:    
President