EXHIBIT 10.5
------------



                            SHARE PURCHASE AGREEMENT
                            ------------------------


     THIS AGREEMENT made as of the 4th day of October, 2004.
     --------------

B E T W E E N:
--------------

          BURGIO FAMILY HOLDINGS INC., a corporation incorporated under the laws
          ---------------------------
          of the Province of Ontario

          (the "Vendor1")
                -------

                                                               OF THE FIRST PART

          - and -

          ALBAR CAPITAL CORP., a corporation  incorporated under the laws of the
          -------------------
          Province of Ontario

          (the "Vendor2")
                -------

                                                              OF THE SECOND PART

          - and -

          MONACO (CANADA) INC., a corporation incorporated under the laws of the
          --------------------
          Province of Ontario

          (the "Purchaser")
                ---------

                                                               OF THE THIRD PART

          - and -

          MONACO GROUP INC., a  corporation  incorporated  under the laws of the
          -----------------
          State of Delaware

          (the "Parent")
                ------

                                                              OF THE FOURTH PART

     WHEREAS Vendor1 is the owner,  beneficially  and of record,  of one hundred
     -------
(100) common  shares in the capital of LF  Acquisition  Corp.  ("Corporation1"),
                                                                 ------------
being 100% of the issued and  outstanding  shares of Corporation1 as of the date
hereof;

     AND WHEREAS Loretta Foods Limited ("Loretta") is a wholly-owned  subsidiary
     -----------
of the Corporation1;

     AND  WHEREAS  Vendor1 is the  owner,  beneficially  and of  record,  of One
     ------------
Thousand  Five  Hundred  (1500)  common  shares in the  capital  of LF  Licensed


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Products Inc. ("Corporation2"),  being 100% of the issued and outstanding shares
                ------------
of the Corporation2 as of the date hereof;

     AND  WHEREAS  Vendor2 is the  owner,  beneficially  and of  record,  of one
     ------------
hundred (100) common  shares in the capital of LF Brands Inc.  ("Corporation3"),
                                                                 ------------
being 100% of the issued and  outstanding  shares of the  Corporation3 as of the
date hereof;

     AND WHEREAS the Corporation3 is the owner,  beneficially and of record,  of
     -----------
six  thousand  (6,000)  common  shares  in the  capital  of  Golden  Gate  Flour
Corporation  ("Golden Gate"),  being 60% of the issued and outstanding shares of
Golden Gate as of the date hereof;

     AND WHEREAS the Corporation3  has the option,  that expires on November 27,
     -----------
2004, to purchase from 2047810 Ontario Inc., up to four thousand  (4,000) common
shares in the capital of Golden Gate for a total per share  consideration of two
hundred and twelve Canadian dollars and fifty cents ($212.50),  (CDN $850,000 in
the aggregate) being the 40% of the issued and outstanding shares of Golden Gate
as of the date hereof that is currently not owned by the Corporation3;

     AND WHEREAS the Purchaser is a wholly-owned  subsidiary of the Parent which
     -----------
has agreed to cause the Purchaser to perform its obligations hereunder;

     AND  WHEREAS  the Vendors  have  agreed to sell to the  Purchaser,  and the
     ------------
Purchaser  has  agreed to  purchase  from the  Vendors,  all of the  issued  and
outstanding shares of the Corporations upon the terms and conditions hereinafter
set out.

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  that in  consideration  of the
     -------------------------------------------
respective covenants herein contained, the parties hereto agree as follows:

ARTICLE 1 - DEFINITIONS AND SCHEDULES
-------------------------------------

1.1    As used in this agreement, the following words and phrases shall have the
following meanings:

       (a)    "Act" means the Income Tax Act, R.S.C. 1985, c.1 (5th supplement),
              as amended;

       (b)    "Business" means the respective businesses currently carried on by
       the Corporations;

       (c)    "Business Day" means a day which is not:

              (i)    a Saturday or a Sunday; or

              (ii)   a day observed as a holiday  under the laws of the Province
              of  Ontario  or the  federal  laws  of  Canada  applicable  in the
              Province of Ontario;

       (d)    "Class A Preferred  Stock"  means the  proposed  Class A Preferred
       Stock of the Purchaser that does not exist as of the date hereof, but the



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       Purchaser and the Parent shall approve, on or before Closing,  the voting
       powers,  rights,  designations,  preferences and  qualifications  of such
       Class A Preferred Stock along with the provisions set out in Schedule "B"
       attached hereto.

       (e)    "Corporation1"   means  LF   Acquisition   Corp.,   a  corporation
       incorporated under the laws of the Province of Ontario;

       (f)    "Corporation1 Purchased Shares" means the one hundred (100) common
       shares in the capital of the  Corporation1,  being 100% of the issued and
       outstanding shares of Corporation1 as of the date hereof;

       (g)    "Corporation2"  means LF Licensed  Products  Inc.,  a  corporation
       incorporated under the laws of the State of Delaware;

       (h)    "Corporation2  Purchased  Shares"  means  the  one  thousand  five
       hundred  common  shares in the capital of  Corporation2  being all of the
       issued and outstanding shares of Corporation2 as of the date hereof;

       (i)    "Corporation3"  means LF Brands Inc., a  corporation  incorporated
       under the laws of the Province of Ontario;

       (j)    "Corporation3 Purchased Shares" means the one hundred (100) common
       shares  in the  capital  of  Corporation3  being  all of the  issued  and
       outstanding shares of Corporation3 as of the date hereof;

       (k)    "Corporations" means Corporation1,  Corporation2 and Corporation3,
       collectively;

       (l)    "Date of Closing" or "Closing Date" means the 1st day of November,
       2004 or such  earlier or later date as may be agreed to in writing by the
       Vendor and the Purchaser;

       (m)    "Dispute" shall have the meaning assigned thereto in Section 14.17
       hereof;

       (n)    "First  Security"  shall  have the  meaning  assigned  thereto  in
       Section 5.14 hereof;

       (o)    "Golden  Gate"  means  Golden Gate Flour  Corporation,  an Ontario
       corporation;

       (p)    "Indemnifier"  shall have the meaning  assigned thereto in Section
       13.3 hereof;

       (q)    "Intellectual Property" shall have the meaning assigned thereto in
       Section 5.11 hereof;

       (r)    "Loretta" means Loretta Foods Limited, an Ontario corporation;

       (s)    "Parent" means Monaco Group Inc., a corporation incorporated under
       the laws of the State of Delaware;





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       (t)    "Penny  Agreement"  means  the  share  purchase   agreement  dated
       December 31, 2003,  between Mary Penny and Burgio  Family  Holdings  Inc.
       attached  hereto  in  Schedule  "A",  along  with  the  assignment  to LF
       Acquisition Corp.;

       (u)    "Person" means any individual,  partnership,  limited partnership,
       corporation,  joint venture,  association,  joint stock  company,  trust,
       unincorporated organization or a government or an agency thereof;

       (v)    "Place of Closing" means the offices of the Purchaser;

       (w)    "Purchase  Price" means the  consideration  payable to the Vendors
       for the Purchased Shares pursuant to Section 3.1 hereof;

       (x)    "Purchased Shares" means,  collectively the Corporation1 Purchased
       Shares, the Corporation2  Purchased Shares and the Corporation3 Purchased
       Shares;

       (y)    "Purchaser" means Monaco (Canada) Inc., a corporation incorporated
       under the laws of the Province of Ontario;

       (z)    "Security  Interests"  shall have the meaning  assigned thereto in
       Section 5.14 hereof;

       (aa)   "Taxes" means:

              (i)    any corporation,  net income, gross income, gross receipts,
              sales,  goods and services,  use, profits,  licence,  withholding,
              payroll,  employment,  excise, land transfer,  property or customs
              tax or duty or other tax,  fee,  assessment  or charge of any kind
              whatsoever  imposed by any domestic or foreign  taxing  authority,
              together  with any interest  and any  penalty,  addition to tax or
              additional  amount  imposed  by any  domestic  or  foreign  taxing
              authority; and

              (ii)   any  liability of the  Corporations  for the payment of any
              amount of the type described in Paragraph  1(aa)(i)  above, as the
              result of the Corporations being associated with any other person;

       (bb)   "Time of  Closing"  means 11:00 a.m.  (local  time) on the Date of
       Closing,  or such  earlier or later time on the Date of Closing as may be
       agreed to by the Vendors and the Purchaser;

       (cc)   "Vendor1"   means  Burgio   Family   Holdings   Inc.,  an  Ontario
       corporation;

       (dd)   "Vendor2" means ALBAR Capital Corp., an Ontario corporation;

       (ee)   "Vendors" means Vendor1 and Vendor2, collectively; and

       (ff)   "Vendor Loan" shall have the meaning  assigned  thereto in Section
       5.14 hereof.





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1.2    The schedules  attached hereto are hereby  incorporated in this agreement
by reference and deemed to be a part hereof.


ARTICLE 2 - AGREEMENT TO PURCHASE
---------------------------------

2.1    Subject to the terms and conditions  hereof,  the Vendors agrees to sell,
assign and transfer to the Purchaser,  and the Purchaser agrees to purchase from
the Vendors, the Purchased Shares.


ARTICLE 3 - CALCULATION AND PAYMENT OF PURCHASE PRICE
-----------------------------------------------------

3.1    Subject to the terms and conditions of this Agreement, the purchase price
for the Purchased  Shares (the "Purchase  Price") is set out in Sections 3.2 and
3.3 below.

3.2    The  Purchase  Price  for  the  Corporation1  Purchased  Shares  and  the
Corporation2  Purchased Shares shall be fair market value thereof (which will be
calculated and agreed to at the Time of Closing) which shall be satisfied by the
issuance  of Three  Million  (3,000,000)  Class A  Preferred  Shares,  issued in
accordance with the Vendor1's direction.

3.3    The Purchase  Price for the  Corporation3  Purchased  Shares shall be the
fair market value thereof (which will be calculated and agreed to at the Time of
Closing)  which shall be satisfied by the issuance of Seven Million  (7,000,000)
Class A Preferred Shares, issued in accordance with the Vendor2's direction.

3.4    Filing of Election.  The Vendors and the Purchaser agree to jointly elect
under  Subsection  85(1) of the Act in the form,  at the time and in the  manner
required  therein that the proceeds of  disposition of the Vendors shall be fair
market value of the  Purchased  Shares and the elected  amount shall be equal to
the adjusted cost base thereof.


ARTICLE 4 - ACTION BY THE PARENT
--------------------------------

4.1    The Parent  shall  take such  actions  as may be  necessary  to cause the
Purchaser to perform its obligations under the provisions of Article 3 hereof at
the Closing,  but such covenant by the Parent and agreement shall not affect the
liability  of the  Purchaser  for  any  non-performance  on  its  part  of  such
obligations hereunder,  or otherwise excuse any such non-performance,  nor shall
such the non-performance increase the liability of the Purchaser hereunder.

4.2    Class A Preferred Shares. The Purchaser and the Parent covenant and agree
that on or before  Closing,  they shall obtain all necessary  approvals and take
all such necessary steps as may be required to amend the Purchaser's Articles of
Incorporation to create the Class A Preferred  Shares  containing the provisions
described in paragraph  1.1(d) of this Agreement and otherwise  consistent  with
the provisions of this Agreement.

4.3    The Parent  covenants  and agrees to  guarantee  all  obligations  of the
Purchaser to Vendor1 and Vendor2 hereunder,  including,  but not limited to, the
obligation to pay Class A Preferred Stock  dividends when declared,  and retract





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the Class A Preferred Stock and pay the applicable  consideration  when notified
by the holder.

4.4    The Parent shall guarantee the payment of the Vendor Loan.


ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE VENDORS
---------------------------------------------------------

       The  Vendors  hereby  represents  and  warrants  to and in  favour of the
Purchaser as follows, and hereby acknowledges and confirms that the Purchaser is
relying on such  representations  and warranties in connection with the purchase
by it of the Purchased Shares:

5.1    The   Corporation1  is  a  subsisting   corporation,   duly  and  validly
incorporated and organized under the laws of the province of Ontario.

5.2    The   Corporation2  is  a  subsisting   corporation,   duly  and  validly
incorporated and organized under the laws of the state of Delaware.

5.3    The   Corporation3  is  a  subsisting   corporation,   duly  and  validly
incorporated and organized under the laws of the province of Ontario.

5.4    The  authorized  capital of the  Corporation1  consists  of an  unlimited
number of common shares.

5.5    The authorized capital of the Corporation2  consists of One Thousand Five
Hundred (1,500) shares of capital stock.

5.6    The  authorized  capital of the  Corporation3  consists  of an  unlimited
number of common shares.

5.7    The only issued and outstanding shares in the capital of the Corporation1
are One Hundred (100) common shares.  The only issued and outstanding  shares in
the capital of the  Corporation2  are One Thousand Five Hundred  (1,500)  common
shares.   The  only  issued  and  outstanding  shares  in  the  capital  of  the
Corporation3  are One Hundred  (100) common  shares.  All of the said issued and
outstanding shares are fully paid and  non-assessable.  There are outstanding no
other shares, warrants,  rights, options,  securities convertible into shares or
any other evidence whatsoever of an ownership interest in the Corporations.

5.8    The  Corporations  have not  committed an act of  bankruptcy,  proposed a
compromise or arrangement to their creditors  generally,  had any petition for a
receiving  order in bankruptcy  filed against them,  taken any  proceeding  with
respect to a compromise or arrangement,  taken any proceeding to have themselves
declared bankrupt or wound-up, taken any proceeding to have a receiver appointed
of any part of their  assets,  had any  encumbrancer  take  possession of any of
their property,  or had any execution or distress  become  enforceable or become
levied upon any of their property.

5.9    There  are  no  actions,   suits,   claims,  or  legal,   administrative,
arbitration  or  similar  proceedings,  governmental  investigations,  or  other



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proceedings  pending or threatened  against or affecting the Corporations at law
or in equity or before any federal, provincial,  municipal or other governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign, nor to the best of the Vendor's knowledge is there any reasonable basis
therefor.  There  are  no  judgments,  orders,  awards,  decrees  or  executions
outstanding  against the Corporations which might adversely affect the financial
condition of the  Corporations or the conduct of the Business.  The Corporations
have not received any notices of default under any laws,  regulations,  by-laws,
orders or requirements applicable to the Business.

5.10   Except for Loretta,  the  Corporation1  has no  subsidiaries.  Except for
Golden  Gate,  1608285  Ontario  Ltd.  and Loretta  Baking  Products  Inc.,  the
Corporation3  has no  subsidiaries.  The Corporations own no shares of any other
corporation or any rights,  options,  warrants or other  securities of any other
corporation,  and none of the  Corporations  is a party to any agreement for the
purchase,  subscription or issuance of any of the unissued shares in the capital
of any other corporation.

5.11   Except as set forth in  Schedule  "5.11"  attached  hereto,  Loretta  and
Corporation3,  respectively,  are  entitled  to  use,  without  payment  of  any
applicable royalty or other fee, all trade names, trade marks, patents, designs,
processes,  copyrights  and licences  now used by Loretta and the  Corporation3,
respectively,  in the course of carrying  on the  Business,  (the  "Intellectual
                                                                    ------------
Property"), all as described on Schedule "5.11" hereto.
--------

       (a)    The  Corporation1  has duly and  timely  filed in proper  form all
       federal,  provincial  and  other  income,  franchise,  sales,  goods  and
       services  and other tax returns  and all reports  required to be filed by
       law. All Taxes,  fees and other assessments of whatsoever nature upon the
       Corporation1  or its assets or  property  which are due and payable up to
       the date hereof have been paid, or have had a reserve in respect  thereof
       established;

       (b)    There are no outstanding agreements, waivers or other arrangements
       extending the statutory period of limitations applicable to the filing of
       any federal,  provincial  or other income tax return of the  Corporation1
       for any period,  nor has there been any assessment or reassessment by any
       taxing  authority  issued or  threatened  against the  Corporation1  with
       respect  to the  payment of any Taxes,  charges  or  deficiencies  by the
       Corporation1; and

       (c)    All amounts  stated in all federal,  provincial or other income or
       corporation  tax returns  which have been filed by the  Corporation1  are
       true and correct.

5.12   The Corporation1 is the owner,  beneficially and of record,  of three (3)
common shares in the capital of Loretta Foods Limited,  being 100% of the issued
and outstanding shares of Loretta as of the date hereof;

5.13   The  Corporation1  is indebted to the Vendor1 (the "Vendor  Loan") on the
                                                           ------------
terms and  conditions  as set out in the secured  debenture  agreement  attached
hereto in Schedule  "5.14".  In accordance  with the terms and conditions of the
secured  debenture  agreement  set out in  Schedule  "5.14",  the  Vendor1 has a
security interest in the Corporation1 Purchased Shares and all the assets of the
Corporation1 (the "Security Interests").  As part of the Security Interests, the
                   ------------------
Vendor1 is the first ranking secured creditor against the Corporation1 Purchased



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Shares (the "First  Security").  The Vendor1  shall only  discharge the Security
             ---------------
Interests  when the  payments of the Vendor  Loan are  received in full from the
Purchaser;

5.14   The Bank of Montreal currently provides Loretta with an operating line of
credit in the amount of  $2,000,000  (the "BMO  Line").  The BMO Line is secured
                                           ---------
against all the assets of Loretta and guaranteed by the Vendor1;

5.15   The Corporation2 and Corporation3 are not indebted to the Vendors;

5.16   The  Corporation3  is  the  owner,  beneficially  and of  record,  of six
thousand (6,000) common shares in the capital of Golden Gate Flour  Corporation,
being 60% of the issued  and  outstanding  shares of Golden  Gate as of the date
hereof;

5.17   There are no broker's  commissions,  finder's  fees or other  payments of
like nature payable by the  Corporations or the Purchaser to any Person retained
or engaged by or on behalf of the Vendor or the Corporations with respect to the
transaction contemplated by this Agreement;

5.18   The warranties  hereunder shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Purchaser at any time.


ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF THE VENDORS REGARDING THE VENDORS
-------------------------------------------------------------------------------

       The  Vendors  hereby  represent  and  warrant  to  and in  favour  of the
Purchaser as follows,  and hereby acknowledge and confirms that the Purchaser is
relying on such  representations  and warranties in connection with the purchase
by it of the Purchased Shares:

6.1    The  Vendors  are  each  a  subsisting   corporation   duly  and  validly
incorporated  and  organized  under the laws of the Province of Ontario and each
has the  corporate  power and  authority to own or lease its property and assets
and to carry on its business as now conducted by it.

6.2    The  execution  and  delivery  of this  agreement  by the Vendors and the
observance and  performance of the terms and provisions of this agreement on the
part of the Vendors to be performed:

       (a)    will not constitute a violation of applicable law; and

       (b)    will not  constitute a violation  or a breach of any  provision of
       any contract or other  instrument  to which the Vendors are a party or by
       which the  Vendors are bound,  or any order,  writ,  injunction,  decree,
       statute,  rule or  regulation  applicable to her, or constitute a default
       (or would,  with the  passage  of time or the giving of notice,  or both,
       constitute a default)  under any  contract,  agreement or  instrument  to
       which the Vendors are a party or by which the Vendors are bound.





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6.3    The Vendors are the  registered  and  beneficial  owners of the Purchased
Shares owned by the Vendors,  respectively,  with good and  marketable  title to
such Purchased Shares, free of any claim, lien, security interest or encumbrance
of any nature or kind,  and as such have the  exclusive  right and full power to
sell,  transfer and assign such  Purchased  Shares to the Purchaser  free of any
claim,  lien,  security  interest  or  encumbrance  of any  nature  or kind.  In
addition,  no person,  firm or  corporation  has any  agreement or option or any
right  capable of becoming an agreement for the purchase of any of the Purchased
Shares,  nor any  agreement  or option  or any  right  capable  of  becoming  an
agreement  for the  purchase,  subscription  or issuance of any of the  unissued
shares in the capital of the Corporations. There is not pending any suit, action
or other legal  proceeding of any sort to in any manner  restrain or prevent the
Vendors from  effectually and legally  transferring  the Purchased Shares to the
Purchaser,  free  and  clear  of  all  claims,  liens,  security  interests  and
encumbrances, or any action or proceeding, the effect of which would be to cause
a lien to attach to such  Purchased  Shares or to divest title to such Purchased
Shares in any manner whatsoever, or to make the Purchaser, the Corporations, the
Vendors or any of them liable for damages in connection with the transfer of the
Purchased Shares to the Purchaser as contemplated  herein,  and the Vendors know
of no such claim in connection with any of the foregoing.

6.4    The  Vendors  are  not  insolvent  and  have  not  committed  an  act  of
bankruptcy, proposed a compromise or arrangement to creditors generally, had any
petition for a receiving  order in  bankruptcy  filed  against  them,  taken any
proceeding with respect to a compromise or arrangement,  taken any proceeding to
have the Vendors  declared  bankrupt,  taken any  proceeding  to have a receiver
appointed of any part of their assets,  had any encumbrancer  take possession of
any of their property,  or had any execution or distress  become  enforceable or
become levied upon any of the Vendors' property.

6.5    There  are  no  actions,   suits,   claims,  or  legal,   administrative,
arbitration  or  similar  proceedings,  governmental  investigations,  or  other
proceedings  pending or, to the knowledge of the Vendors,  threatened against or
affecting  the  Vendors at law or in equity or before any  federal,  provincial,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality,  domestic or foreign,  nor, in the opinion of the  Vendors,  is
there any reasonable basis therefor.

6.6    There are no  shareholder  agreements,  voting  agreements,  voting trust
agreements  or other  agreements  to which the Vendors are a party in respect of
any shares of the Corporations.

6.7    Upon the due  execution  and  delivery of this  agreement by the Vendors,
this  agreement  shall  constitute  a  valid  and  legally  binding   agreement,
enforceable against the Vendors in accordance with its terms.

6.8    The Vendors are not a  non-resident  of Canada  within the meaning of the
Income Tax Act (Canada).

6.9    The warranties  hereunder shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Purchaser at any time.




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ARTICLE 7 - COVENANTS OF THE VENDORS
------------------------------------

7.1    The Vendors  hereby  covenant  that, at the Time of Closing,  the Vendors
will:

       (a)    furnish the Purchaser  with a certificate  of the Vendors  stating
       that the  representations and warranties of the Vendors contained in this
       agreement are true at the Time of Closing,  as though then made, and that
       the  covenants of the Vendors to be complied with at or prior to the Time
       of Closing have been  complied  with,  provided  that the receipt of such
       evidence and the closing of the transaction contemplated herein shall not
       be a waiver  of the  representations,  warranties  and  covenants  of the
       Vendors which are contained in this agreement;

       (b)    provide the Purchaser with evidence reasonably satisfactory to the
       Purchaser that the Vendors are not then a "non-resident" of Canada within
       the meaning of the Income Tax Act (Canada);

       (c)    cause all necessary  steps and proceedings to be taken so that the
       Purchased Shares may be properly transferred to the Purchaser at the Time
       of Closing;  and in that regard,  deliver to the Purchaser at the Time of
       Closing  certificates  representing  all of the  Purchased  Shares,  such
       certificates being duly endorsed for transfer to the Purchaser, and cause
       transfers of all the Purchased  Shares to be duly and regularly  recorded
       in the name of the Purchaser or as it may in writing direct; and

       (d)    deliver and cause to be delivered to the  Purchaser  the corporate
       seal, minute books,  share  certificates,  share certificate books, share
       transfers,  share  register  books,  directors'  register and any and all
       documents, records, books, instruments and agreements of or pertaining or
       relating to the Corporations and its Business, property and assets.

7.2    The Vendors hereby covenant that,  subsequent to the Date of Closing, the
Vendors  will at the request and expense of the  Purchaser,  execute and deliver
such additional  conveyances,  transfers and other assurances as may be required
to carry out the intent of this  agreement and to transfer the Purchased  Shares
to the Purchaser;


ARTICLE 8 - VENDORS' COVENANTS WITH RESPECT TO THE PARENT SHARES
----------------------------------------------------------------

8.1    The Vendors  covenant with the Purchaser and the Parent that neither will
dispose of the Parent Shares, or any portion thereof, unless and until:

              (i)    there is then in effect a registration  statement under the
              Securities  Act  covering  such  proposed   disposition  and  such
              disposition   is  made  in  accordance   with  such   registration
              statement; or

              (ii)   the  Vendors  shall  furnish  the Parent with an opinion of
              counsel,   reasonably   satisfactory  to  the  Parent,  that  such
              disposition will not require registration of such securities under
              the Securities Act.




Page 10 of 75 -  Share Purchase Agreement                     Initial
                                                                     -----------
<PAGE>






ARTICLE 9 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
-----------------------------------------------------------

       The  Purchaser  hereby  represents  and  warrants  as follows  and hereby
acknowledges  and confirms that the Vendors are relying on such  representations
and warranties in connection with the sale by her of the Purchased Shares:

9.1    The  Purchaser  is  not  a  "non-Canadian"  within  the  meaning  of  the
Investment Canada Act.

9.2    The Purchaser is a subsisting  corporation duly and validly  incorporated
and  organized  under the laws of the Province of Ontario and has the  corporate
power and  authority to own or lease its property and assets and to carry on its
business as now conducted by it.

9.3    The  execution  and delivery of this  agreement by the  Purchaser and the
purchase of the Purchased  Shares herein  provided for have been duly authorized
by all necessary corporate action, and the Purchaser has all requisite corporate
power and authority to enter into this agreement and to perform its  obligations
hereunder.

9.4    The  execution  and delivery of this  agreement by the  Purchaser and the
observance and  performance of the terms and provisions of this agreement on the
part of the  Purchaser  to be  observed  and  performed  will not  constitute  a
violation  of  applicable  law or a  violation  or a breach  of the  Purchaser's
charter  documents  or  by-laws  or any  provision  of  any  contract  or  other
instrument  to which the  Purchaser  is a party or by which it is bound,  or any
order, writ, injunction,  decree,  statute, rule or regulation applicable to it,
or  constitute  a default  (or would,  with the passage of time or the giving of
notice,  or both,  constitute  a  default)  under  any  contract,  agreement  or
instrument to which the Purchaser is a party or by which the Purchaser is bound.

9.5    Upon the due execution and delivery of this  agreement by the  Purchaser,
this  agreement  shall  constitute  a  valid  and  legally  binding   agreement,
enforceable  against the Purchaser in accordance with its terms, except that the
rights and  remedies of the Vendor  hereunder  may be subject to and affected by
the law relating to bankruptcy, insolvency, reorganization and creditors' rights
generally and except that a court may or may not order an  injunction,  specific
performance or other equitable remedies with respect to any particular provision
of this agreement.

9.6    The Purchaser has not committed an act of  bankruptcy,  is not insolvent,
has not proposed a compromise or arrangement to its creditors generally, has not
had any petition for a receiving  order in bankruptcy  filed against it, has not
made a voluntary  assignment in bankruptcy,  has not taken any  proceeding  with
respect to a compromise  or  arrangement,  has not taken any  proceeding to have
itself  declared  bankrupt or wound-up,  has not taken any  proceeding to have a
receiver  appointed of any part of its assets, has not had any encumbrancer take
possession  of any of its  property,  and has not had any  execution or distress
become  enforceable or become levied upon any of its property.  The  transaction
contemplated herein will not result in the Purchaser becoming insolvent.

9.7    There are no actions, suits, claims or legal, administrative, arbitration
or similar proceedings, governmental investigations or other proceedings pending
or  threatened  against or affecting the Purchaser at law or in equity or before
any federal, provincial, municipal or other governmental department, commission,



Page 11 of 75 -  Share Purchase Agreement                     Initial
                                                                     -----------
<PAGE>






board,  bureau,  agency or  instrumentality,  domestic or  foreign,  which would
adversely  affect  the  ability of the  Purchaser  to  perform  its  obligations
hereunder.

9.8    The warranties  hereunder shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Vendor at any time.


ARTICLE 10 - COVENANTS OF THE PURCHASER AND THE PARENT
------------------------------------------------------

10.1   The Purchaser and Parent  hereby  covenant  that, at the Time of Closing,
the Purchaser and the Parent will:

       (a)    furnish  the  Vendors  with a  certificate  of an  officer  of the
       Purchaser  stating  that  the   representations  and  warranties  of  the
       Purchaser contained in this agreement are true at the Time of Closing, as
       though then made,  and that the covenants of the Purchaser to be complied
       with at or prior to the Time of Closing have been complied with, provided
       that the  receipt of such  evidence  and the  closing of the  transaction
       contemplated  herein  shall  not  be a  waiver  of  the  representations,
       warranties  and  covenants of the  Purchaser  which are contained in this
       agreement;

       (b)    execute all assignments and documents  delivered  pursuant to this
       agreement at the Time of Closing which require execution by the Purchaser
       or the Parent;

       (c)    pay the  Purchase  Price to the  Vendors  in  accordance  with the
       provisions of Article 3;

       (d)    cause  Corporation1  to  repay  no less  than  the  equivalent  of
       $500,000 Dollars of the Vendor Loan to the Vendor1;

       (e)    prohibit  any further  pledging or  encumbering  of the  Purchased
       Shares;

       (f)    appoint Al Burgio to the board of  directors  of the Parent and as
       Chief Executive Officer and Chairman of the Parent;

       (g)    become  jointly and  severally  liable with the Vendor1 for all of
       the Vendor1's debts, dues,  obligations and liabilities to Mary Penny, as
       set out in the Penny Agreement, including, without limitation, to pay the
       balance of the purchase  price to Mary Penny and to comply fully with the
       Loretta share pledge agreement between the Vendor1 and Mary Penny and the
       Purchaser  and the Parent  shall not be relieved  from any of such debts,
       dues, obligations and liabilities;

       (h)    Guarantee the BMO Line and the  Purchaser and the Parent  covenant
       and agree to indemnify and save harmless the Vendors from and against any
       and  all  losses,  liabilities,   damages,  costs,  expenses,   interest,
       penalties and claims of any and every kind  whatsoever  (including  legal
       and  accounting  fees  incurred in  connection  with any claim under this
       subsection  10.1(h))  which at any time or from time to time may be paid,
       incurred or asserted against the Vendors with respect to the BMO Line;




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                                                                     -----------
<PAGE>






       (i)    Agree that the outstanding balance of the Vendor Loan shall become
       due on demand, if:

              (A)    the Parent's  issued and  outstanding  shares of its common
              stock at any time exceeds  twelve  million  five hundred  thousand
              (12,500,000) shares, on a fully-diluted basis; or

              (B)    the  total   liabilities   of  the   Parent   and  all  its
              subsidiaries   combined  exceed  seventeen  million  five  hundred
              thousand Canadian dollars ($17,500,000).


ARTICLE 11 - CONDITIONS
-----------------------

       Completion of the purchase and sale of the Purchased Shares  contemplated
herein is subject to the following conditions having been satisfied.  All of the
conditions  contained in Sections  11.1,  11.5,  11.6,  11.7,  11.8 and 11.9 are
declared  to be for  the  exclusive  benefit  of the  Purchaser.  The  condition
contained in Sections  11.2,  11.3 and 11.4 are declared to be for the exclusive
benefit  of the  Vendors.  All of the  conditions  referred  to herein are to be
satisfied at the Time of Closing. The following are the conditions:

11.1   All  representations  and warranties  contained herein on the part of the
Vendors  shall be true at the Time of Closing,  as though  then made,  and there
shall have been compliance with the covenants and obligations on the part of the
Vendors  contained  herein which are to be complied with at or prior to the Time
of Closing,  each and every one of which is hereby  deemed to be a condition  to
the closing of the transaction contemplated herein.

11.2   All  representations  and warranties  contained herein on the part of the
Purchaser  and the Parent  shall be true at the Time of Closing,  as though then
made, and there shall have been compliance with the covenants and obligations on
the part of the  Purchaser  and the  Parent  contained  herein  which  are to be
complied with at or prior to the Time of Closing, each and every one of which is
hereby deemed to be a condition to the closing of the  transaction  contemplated
herein.

11.3   The Purchaser and the Parent causing  Corporation1  to repay no less than
the equivalent of $500,000 Dollars of the Vendor Loan to the Vendor1 at the Time
of Closing;

11.4   All necessary  Bank of Montreal  approvals  shall have been obtained with
respect to the completion of the sale of the Purchased Shares to the Purchaser.

11.5   There shall have been no material adverse change, financial or otherwise,
in the Business.

11.6   All necessary  regulatory approvals shall have been obtained with respect
to the completion of the sale of the Purchased Shares to the Purchaser.

11.7   The approval of the holders of the issued and outstanding common stock of
the Parent shall have been obtained  with respect to the  completion of the sale
of the Purchased Shares to the Purchaser.




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                                                                     -----------
<PAGE>






11.8   In case any of the foregoing conditions  hereinbefore  declared to be for
the benefit of the  Purchaser  and the Parent shall not be satisfied at the Time
of Closing, the Purchaser may:

       (a)    refuse to complete the transaction  contemplated herein by written
       notice to the Vendors and in such event the  Purchaser  shall be released
       from all obligations hereunder,  it being expressly understood and agreed
       that the  Purchaser  may rely,  notwithstanding  such  refusal,  upon the
       representations,  warranties,  covenants and conditions contained in this
       agreement; or

       (b)    complete the transaction  contemplated  herein, it being expressly
       understood and agreed that the Purchaser may rely,  notwithstanding  such
       completion,   upon  the   representations,   warranties,   covenants  and
       conditions contained in this agreement,

provided  that any of the said  conditions  may be waived in whole or in part by
the Purchaser  without prejudice to its rights of rescission in the event of the
non-fulfilment and/or non-performance of any other condition or conditions,  any
such waiver prior to the Time of Closing to be binding on the Purchaser  only if
the same is in writing.

11.9   In case any of the foregoing conditions  hereinbefore  declared to be for
the benefit of the Vendor  shall not be  satisfied  at the Time of Closing,  the
Vendor may:

       (a)    refuse to complete the transaction  contemplated  herein by notice
       to the Purchaser and in such event the Vendors shall be released from all
       obligations hereunder,  it being expressly understood and agreed that the
       Vendors may rely, notwithstanding such refusal, upon the representations,
       warranties, covenants and conditions contained in this agreement; or

       (b)    complete the transaction  contemplated  herein, it being expressly
       understood  and agreed that the Vendors  may rely,  notwithstanding  such
       completion,   upon  the   representations,   warranties,   covenants  and
       conditions contained in this agreement,

provided  that any of the said  conditions  may be waived in whole or in part by
the Vendors  without  prejudice to its rights of  rescission in the event of the
non-fulfilment and/or non-performance of any other condition or conditions,  any
such waiver  prior to the Time of Closing to be binding on the  Vendors  only if
the same is in writing.


ARTICLE 12 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
------------------------------------------------------------------

12.1   The   representations,   warranties  and  covenants   contained  in  this
agreement, in any schedule hereto, in any documents to be executed and delivered
pursuant to this  agreement  and in any  documents  executed  and  delivered  in
connection  with the  completion of the  transaction  contemplated  herein shall
survive the closing of the transaction  contemplated herein and, notwithstanding
such closing and  notwithstanding any investigations made by or on behalf of the
parties hereto,  shall continue in full force and effect for a period of one (1)
year from the Date of Closing.




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<PAGE>






The  parties  hereto  hereby  acknowledge  that if notice  regarding  any matter
contemplated  in this  Article 12 is given by any party  hereto,  acting in good
faith,  to the others of them within the relevant time period  specified in this
Article 12, and if before such matter has been fully dealt with pursuant to this
agreement,  the relevant time period would  expire,  the time period in question
shall be deemed to be extended  (with  respect to such  matter  only) until such
matter has been fully dealt with pursuant to this agreement.


ARTICLE 13 - INDEMNITY
----------------------

13.1   The  Vendors  covenant  and  agree to  indemnify  and save  harmless  the
Purchaser and the Corporations from and against any and all losses, liabilities,
damages, costs, expenses,  interest,  penalties and claims of any and every kind
whatsoever (including legal and accounting fees incurred in connection therewith
and in connection with any claim under this Article 13) (collectively, "Claims")
                                                                        ------
which at any time or from time to time may be paid, incurred or asserted against
the Purchaser or the  Corporations  with respect to or as a result of any breach
of or non-compliance with or untruth of any of the  representations,  warranties
or covenants of the Vendors contained in this agreement, in any schedule hereto,
in any documents to be executed and delivered  pursuant to this  agreement or in
any documents  executed and delivered in connection  with the  completion of the
transaction contemplated herein.

13.2   The  Purchaser  covenants  and agrees to indemnify  and save harmless the
Vendors  from and  against  any and all  losses,  liabilities,  damages,  costs,
expenses,  interest,  penalties  and  claims  of any and every  kind  whatsoever
(including  legal and  accounting  fees incurred in connection  therewith and in
connection  with any claim under this Article 13) which at any time or from time
to time may be paid, incurred or asserted against the Vendors with respect to or
as a result of any breach of or  non-compliance  with,  or untruth of any of the
representations,  warranties  or  covenants of the  Purchaser  contained in this
agreement, in any schedule hereto, in any documents to be executed and delivered
pursuant  to this  agreement  or in any  documents  executed  and  delivered  in
connection with the completion of the transaction contemplated herein.

13.3   The  Purchaser or the  Vendors,  as the case may be, shall give notice to
any party (the  "Indemnifier")  liable to it or them pursuant to Section 13.1 or
                 -----------
13.2, as the case may be, as soon as reasonably  possible of any claims asserted
by third  parties  for which the  Indemnifier  may be  liable  pursuant  to this
Article 13 and shall provide reasonable particulars thereof, and the Indemnifier
shall have the right,  at its sole expense,  to participate in any  negotiations
with respect thereto and to dispute and contest any such claims provided that it
so notifies the party giving  notice  within ten (10) Business Days of receiving
such notice and  furnishes  to the party  giving  notice such  security or other
assurances  as such party may  reasonably  request in  connection  therewith and
provided  further that such dispute is prosecuted or  negotiations  conducted by
the  Indemnifier in good faith and with due  diligence.  The party giving notice
will fully  cooperate with the Indemnifier and its solicitors in any proceedings
with  respect to any such  claims.  Provided  further that in the event that the
party giving notice shall be unable to obtain timely advice from the Indemnifier
with  respect to any such matter,  the party giving  notice shall be entitled to
deal with same in such manner as it, in the reasonable exercise of its judgment,
deems appropriate.




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13.4   The Vendors'  obligation to indemnify  the Purchaser  shall only apply to
the  extent  that the  Claims  in  respect  of which  the  Vendors  has given an
indemnity, in the aggregate, exceed $100,000;

13.5   The rights and benefits  provided in this Article 13 are  supplemental to
any other  rights,  actions or causes of action which may arise  pursuant to any
other part of this agreement.

The Vendors hereby waive any right, whether arising at law or in equity, to seek
contribution,  cost recovery,  damages, or any other recourse or remedy from the
Purchaser  and the  Corporations,  and  hereby  release  the  Purchaser  and the
Corporations  in respect of,  from and against any and all losses,  liabilities,
damages, costs, expenses,  interest,  penalties and claims of any and every kind
whatsoever  with  respect  to those  matters  which  are the  subject  matter of
indemnification pursuant to Section 13.1 of this agreement.


ARTICLE 14 - GENERAL CONTRACT PROVISIONS
----------------------------------------

14.1   The closing of the  transaction  contemplated  herein shall take place at
the Time of Closing,  on the Date of Closing, at the offices of the Purchaser or
at such other place as may be agreed to in writing by the parties hereto.

14.2   All  notices,  requests,  demands  or other  communications  by the terms
hereof  required or permitted to be given by one party to another shall be given
in writing by personal delivery or by facsimile  transmission  addressed to such
other party or delivered to such other party as follows:

       (a)    to the Purchaser and the Parent at:  20A Voyager Court South
                                                   Etobicoke, ON, M9W 5M7
                                                   Facsimile No.: (416) 213-9057


       (b)    to the Vendors at:                   2405 Lucknow Drive
                                                   Mississauga, ON, L5S 1H9
                                                   Facsimile No.: (905) 678-0733

or at such other address as may be given by any of them to the others in writing
from time to time, and such notices,  requests,  demands or other communications
shall be deemed to have been received when  delivered,  or, if sent by facsimile
transmission,  on the date of transmission  unless sent on a non-Business Day or
after 5:00 p.m. on a Business Day, in which case it shall be deemed to have been
received on the next Business Day following the day of such transmission.

14.3   Any tender of documents or money  hereunder  may be made upon the Vendors
or the Purchaser or their  respective  solicitors,  and money may be tendered by
negotiable cheque from a bank within the meaning of the Bank Act (Canada).

14.4   The parties  hereto  covenant and agree to sign such other papers,  cause
such meetings to be held, resolutions passed and bylaws enacted,  exercise their
vote and  influence,  do and  perform  and cause to be done and  performed  such
further and other acts and things as may be  necessary  or desirable in order to
give full effect to this agreement and every part hereof.



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14.5   This  agreement  shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein.

14.6   Except as otherwise  stated herein,  dollar  amounts  referred to in this
agreement shall be in Canadian funds.

14.7   All  words  and  personal  pronouns  relating  thereto  shall be read and
construed  as the number and gender of the party or parties  referred to in each
case require and the verb shall be construed as agreeing  with the required word
and/or pronoun.

14.8   The division of this agreement into articles,  sections,  subsections and
schedules  is for  convenience  of  reference  only and  shall  not  affect  the
interpretation or construction of this agreement.

14.9   Each  party  shall be  responsible  for its own legal and audit  fees and
other  expenses  incurred  in  connection  with  the  purchase  and  sale of the
Purchased Shares, the completion of the transaction  contemplated herein and any
post-closing matters in connection with the transaction contemplated herein.

14.10  No obligation of any party  pursuant to this  agreement to use reasonable
efforts,  best  efforts or to attempt to obtain a consent,  approval  or waiver,
shall  obligate such party to make any payment to any person or pay an increased
rental  (except as provided  for herein) or other charge or fee or make or incur
any additional payment, guarantee or financial contribution or arrangement or to
institute legal or arbitration or other proceedings in connection therewith.

14.11  Time shall be of the essence of this  agreement and of every part hereof,
and no extension or variation  of this  agreement  shall  operate as a waiver of
this provision.

14.12  This agreement shall constitute the entire agreement  between the parties
hereto with respect to all of the matters herein and this agreement shall not be
amended except by a memorandum in writing  signed by all of the parties  hereto,
and any  amendment  hereof  shall be null and void and shall not be binding upon
any  party  which  has not  given  its  consent  as  aforesaid.  This  agreement
supersedes all prior agreements,  arrangements and understandings,  whether oral
or written, express or implied, with respect to the subject matter hereof.

14.13  No party hereto may assign this  agreement or any part hereof without the
prior written  consent of the other party hereto.  This agreement shall enure to
the  benefit  of and be binding  upon the  parties  hereto and their  respective
heirs, executors, administrators, successors and permitted assigns.

14.14  No public  announcements  shall be released or disclosure made concerning
the transaction  contemplated  herein by any party hereto without the consent of
the  others of them;  provided  that any  party  shall be  entitled  to make all
announcements, without any consent of the other but after making best efforts to
give  prior  notice  to the  others,  necessary  to  enable  it to  comply  with
applicable law and with the rules of regulatory bodies having jurisdiction.  Any
party required by law or any regulatory body to file copies of this agreement or
any agreements  contemplated hereby shall do so only after having duly requested
confidential  treatment  thereof pursuant to any procedure that may be available
therefor.



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14.15  The Purchaser and the Vendors agree that all information  relating to the
Corporations  and the  Purchaser  and those with whom the  Corporations  and the
Purchaser have business  dealings and to their  respective  assets and legal and
financial condition obtained pursuant to this agreement is strictly confidential
and shall be used only for the purposes  provided for in this agreement.  In the
event that this  transaction  is  terminated  for any reason,  each party hereby
agrees to return all information  obtained in any type of medium,  including all
copies of any nature, and not to use such information for its own purposes or to
divulge such information to any third party.

14.16  In the event that any of the representations,  warranties or covenants or
any  portion  of them  contained  in this  agreement  are  unenforceable  or are
declared invalid for any reason whatsoever,  such unenforceability or invalidity
shall not affect the  enforceability  or the validity of the remaining  terms or
portions of this agreement,  and such  unenforceable or invalid  representation,
warranty or covenant or portion thereof shall be severable from the remainder of
this agreement.

14.17  If any dispute or question (a "Dispute")  shall arise between the Vendor,
                                      -------
on  the  one  hand,  and  the  Purchaser,  on the  other  hand,  concerning  the
interpretation of this agreement or any part thereof,  the parties shall attempt
in good faith to  resolve  such  Dispute.  If the  parties  have not agreed to a
settlement  of the  Dispute  within  thirty (30) days from the date on which the
Dispute  first became  known to both  parties,  then the parties  agree that the
Dispute shall be submitted to arbitration  pursuant to the Arbitration Act, 1991
(Ontario). Such Dispute shall not be made the subject matter of an action in any
court by any party unless the Dispute has first been  submitted  to  arbitration
and finally  determined in accordance  with the  provisions of Schedule  "14.17"
hereto,  and in such  event,  such  action  shall be  subject  to the  exclusive
jurisdiction  of the courts of the  Province  of Ontario and each of the parties
hereto hereby irrevocably attorns to the exclusive jurisdiction of the courts of
the Province of Ontario.  Any such action commenced thereafter shall only be for
the purpose of enforcing the decision of the arbitrator and the costs incidental
to the action.  In any such  action,  the  decision of the  arbitrator  shall be
conclusively  deemed to  determine  the rights and  liabilities  as between  the
parties to the arbitration in respect of the Dispute.

14.18  This  agreement  may be executed in several  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and  such  counterparts
together shall constitute one and the same agreement and  notwithstanding  their
date of  execution  shall be deemed to be  executed  on the date  first  written
above.  The  delivery  of an  executed  counterpart  copy of this  agreement  by
facsimile or telecopy shall be deemed to be the equivalent of the delivery of an
original executed copy thereof.

       IN WITNESS  WHEREOF the parties  hereto have duly executed this agreement
as of the 4th day of October, 2004.


                                MONACO GROUP INC.

                                Per:                                         c/s
                                     -------------------------------------------





Page 18 of 75 -  Share Purchase Agreement                     Initial
                                                                     -----------
<PAGE>






                                MONACO (CANADA) INC.

                                Per:                                         c/s
                                     -------------------------------------------



                                BURGIO FAMILY HOLDINGS INC.

                                Per:                                         c/s
                                     -------------------------------------------



                                ALBAR CAPITAL CORP.

                                Per:                                         c/s
                                     -------------------------------------------






































Page 19 of 75 -  Share Purchase Agreement                     Initial
                                                                     -----------
<PAGE>






                                  SCHEDULE "A"
                                  ------------

                     PENNY AGREEMENT AND SHARE ASSIGNMENT TO
                     ---------------------------------------

                              LF ACQUISITION CORP.
                              --------------------


















































Page 20 of 75 -  Share Purchase Agreement                     Initial
                                                                     -----------
<PAGE>







                            SHARE PURCHASE AGREEMENT
                            ------------------------

       THIS AGREEMENT made as of the 31st day of December, 2003.
       --------------

B E T W E E N:
--------------

              BURGIO FAMILY HOLDINGS INC., a corporation  incorporated under the
              ---------------------------
              laws of the Province of Ontario

              (the "Purchaser")
                    ---------

                                                               OF THE FIRST PART

              - and -

              MARY PENNY, an individual resident in the Province of Ontario
              ----------

              (the "Vendor")
                    ------

                                                              OF THE SECOND PART



       WHEREAS the Vendor is the owner, beneficially and of record, of three (3)
       -------
common shares in the capital of Loretta Foods Limited (the "Corporation"), being
                                                            -----------
100% of the  issued and  outstanding  shares of the  Corporation  as of the date
hereof;

       AND  WHEREAS  Alpen  Realty  Investments  Limited  ("Alpen"),  an Ontario
       ------------                                         -----
corporation,  is the landlord of the premises  municipally known as 2405 Lucknow
Drive, Mississauga, Ontario occupied by the Corporation, and Alpen has agreed to
execute a new lease  (the "New  Lease")  with the  Corporation  on the terms and
                           ----------
conditions set out in Schedule A attached hereto, and the New Lease shall become
effective when the Corporation's  current lease with Alpen expires on August 31,
2004;

       AND  WHEREAS  the  Vendor has  agreed to sell to the  Purchaser,  and the
       ------------
Purchaser  has  agreed  to  purchase  from the  Vendor,  all of the  issued  and
outstanding  shares of the Corporation  (the "Purchased  Shares") upon the terms
                                              -----------------
and conditions hereinafter set out.

       NOW THEREFORE  THIS AGREEMENT  WITNESSETH  that in  consideration  of the
       -----------------------------------------
respective covenants herein contained, the parties hereto agree as follows:


ARTICLE 1 - DEFINITIONS AND SCHEDULES
-------------------------------------

1.1    As used in this agreement, the following words and phrases shall have the
following meanings:

       (a)    "Accounts   Receivable"  means  all  accounts  receivable,   trade
       accounts,  notes  receivable  and other book debts due or accruing due to
       the  Corporation and the full benefit of all security  therefor,  if any,
       for such accounts or debts;



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       (b)    "Action" means any litigation,  action,  order, claim,  complaint,
       petition,  investigation,   suit,  hearing,  grievance  or  other  legal,
       administrative,   arbitral  or  similar  proceeding,   whether  civil  or
       criminal, in law or in equity, before any federal, provincial, municipal,
       local   or   foreign   government,   or   governmental,   regulatory   or
       administrative authority;

       (c)    "Business"  means the business of mixing,  blending and packaging,
       manufacturing,  marketing and distribution of grocery products, including
       spices and canned foods, currently carried on by the Corporation;

       (d)    "Business Day" means a day which is not:

              (i)    a Saturday or a Sunday; or

              (ii)   a day observed as a holiday  under the laws of the Province
              of  Ontario  or the  federal  laws  of  Canada  applicable  in the
              Province of Ontario;

       (e)    "Competitive  Business" shall have the meaning assigned thereto in
       Subsection 13.1(a) hereof;

       (f)    "Corporation" means Loretta Foods Limited, an Ontario corporation;

       (g)    "Date of Closing"  or "Closing  Date" means the 15th day of March,
       2004 or such  earlier or later date as may be agreed to in writing by the
       Vendor and the Purchaser;

       (h)    "Deposit"  shall have the meaning  assigned  thereto in Subsection
       3.2(a) hereof;

       (i)    "Dispute" shall have the meaning assigned thereto in Section 14.17
       hereof;

       (j)    "Effective Date" means the close of business on December 31, 2003;

       (k)    "Escrow Agent" shall have the meaning  assigned thereto in Section
       4.1 hereof;

       (l)    "Escrow  Agreement"  shall have the  meaning  assigned  thereto in
       Section 4.1 hereof;

       (m)    "Financial Statements" means the unaudited financial statements of
       the  Corporation  for the years ended  December 31, 2001 and December 31,
       2002, copies of which are attached hereto as Schedule "1.1(m)";

       (n)    "Indemnifier"  shall have the meaning  assigned thereto in Section
       12.3 hereof;

       (o)    "Intellectual Property" shall have the meaning assigned thereto in
       Section 5.21 hereof;

       (p)    "Interim  Period" means the period  between the Effective Date and
       the Time of Closing;




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       (q)    "Leased  Premises"  means the office and warehouse  premises which
       are  currently   leased  by  the   Corporation  at  2405  Lucknow  Drive,
       Mississauga, Ontario, L5S 1H9 from Alpen;

       (r)    "Letter of  Intent"  shall have the  meaning  assigned  thereto in
       Section 2.2 hereof;

       (s)    "Person" means any individual,  partnership,  limited partnership,
       corporation,  joint venture,  association,  joint stock  company,  trust,
       unincorporated organization or a government or an agency thereof;

       (t)    "Place of Closing" means the offices of the Vendor's Solicitors;

       (u)    "Purchase Price" means the consideration payable to the Vendor for
       the Purchased Shares pursuant to Section 3.1 hereof;

       (v)    "Purchased  Shares" shall have the meaning assigned thereto in the
       recitals to this agreement;

       (w)    "Purchaser's Solicitors" means The Law Office of Taragh Bracken;

       (x)    "Taxes" means:

              (i)    any corporation,  net income, gross income, gross receipts,
              sales,  goods and services,  use, profits,  licence,  withholding,
              payroll,  employment,  excise, land transfer,  property or customs
              tax or duty or other tax,  fee,  assessment  or charge of any kind
              whatsoever  imposed by any domestic or foreign  taxing  authority,
              together  with any interest  and any  penalty,  addition to tax or
              additional  amount  imposed  by any  domestic  or  foreign  taxing
              authority; and

              (ii)   any  liability  of the  Corporation  for the payment of any
              amount of the type described in Paragraph  1(x)(i)  above,  as the
              result of the Corporation being associated with any other person;

       (y)    "Time of  Closing"  means 11:00 a.m.  (local  time) on the Date of
       Closing,  or such  earlier or later time on the Date of Closing as may be
       agreed to by the Vendor's Solicitors and the Purchaser's Solicitors;

       (z)    "Bank of Montreal" means the Bank of Montreal, a chartered bank in
       Canada;

       (aa)   "Bank Branch" means the Bank of Montreal branch, located at 6 King
       Street West, Toronto,  Ontario,  where the Corporation currently does its
       banking;

       (bb)   "Vendor's Solicitors" means Shibley Righton LLP;

       (cc)   "Alpen"  means  Alpen  Realty  Investments   Limited,  an  Ontario
       corporation;

       (dd)   "New  Lease"  shall  have  the  meaning  assigned  thereto  in the
       recitals to this agreement;



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       (ee)   "Independent  Auditors" means Abrahamse  Berkis Pinto & Associates
       LLP, the independent accountants of the Corporation;

       (ff)   "GAAP" means those  accounting  principles which are recognized as
       being generally  accepted in Canada from time to time as set forth in the
       Handbook published by the Canadian Institute of Chartered Accountants;

       (gg)   "Cash" means all cash, cash equivalents,  securities available for
       sale,  bank accounts,  and  certificates of deposit of the Corporation on
       the  Effective  Date and which shall be valued at the fair  market  value
       thereof on the Effective Date;

       (hh)   "Net  Accounts  Receivable"  means all Accounts  Receivable of the
       Corporation  on the  Effective  Date,  less a  reasonable  allowance  for
       doubtful  accounts as provided in the Final  Statements to be prepared by
       the Independent Auditors;

       (ii)   "Inventory" means all right, title and interest of the Corporation
       in  inventory  and  supplies on the  Effective  Date,  including  without
       limitation, raw materials,  work-in-process and finished goods, inventory
       and supplies in transit or on consignment  and any and all other supplies
       stored,  kept or  maintained  by or on  behalf of  Corporation,  wherever
       located and which shall be valued at  $1,219,521  on the  Effective  Date
       solely for the purposes of this agreement;

       (jj)   "Prepaid  Expenses"  means  all  non-refundable  and  transferable
       prepaid  expenses,  prepaid  assets and deposits paid by the  Corporation
       prior to the Effective Date for which  Purchaser will receive the benefit
       after the Effective  Date and which shall be valued on the Effective Date
       at the amount of the benefit to be received  by the  Purchaser  after the
       Effective Date;

       (kk)   "Net Capital  Assets"  means all right,  title and interest of the
       Corporation in the tangible  property,  other than the Inventory,  on the
       Effective   Date,   including,    without   limitation,   all   leasehold
       improvements,  equipment,  furniture and fixtures,  machinery,  vehicles,
       tools and other fixed assets and all records relating  thereto  including
       operating and  engineering  records and which shall be valued at its book
       value to the Corporation;

       (ll)   "Cash Value Of Life Insurance" means the amount of $273,884, being
       the  amount of cash that would be  received  by the  Corporation,  if the
       Corporation  were to cancel,  surrender and redeem on the Effective  Date
       its life  insurance  policy  which is  Policy  No.  LI-2862,351-1  issued
       byClarica Financial Services Inc.;

       (mm)   "Net Assumed Liabilities" means:

              (i)    the Corporation's  Bank of Montreal  indebtedness as at the
              Effective Date; and

              (ii)   all arms-length accounts payable and accrued liabilities of
              the  Corporation,  calculated in  accordance  with GAAP, as at the
              Effective Date;





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       (nn)   "Shareholder's Loan" means the loan amount, if any, payable to the
       Vendor  by  the  Corporation  as at  the  Effective  Date,  inclusive  of
       interest;

       (oo)   "Net  Assumed  Assets"  means the net amount of the  Corporation's
       following balance sheet line-items calculated,  as at the Effective Date,
       by the Independent Auditors in accordance with GAAP, by:

              (i)    adding:

                     (A)    Cash;
                     (B)    Net Accounts Receivable;
                     (C)    Inventory;
                     (D)    Prepaid Expenses;
                     (E)    Net Capital Assets; and
                     (F)    Cash Value Of Life Insurance;

              (ii)   and subtracting:

                     (A)    Net Assumed Liabilities; and
                     (B)    Shareholder's Loan.

       (pp)   "Walmart"   means   Walmart   Canada   Inc.,  a  customer  of  the
       Corporation;

       (qq)   "WM Loss" means

              (i)    the  complete   loss  of  Walmart  as  a  customer  of  the
              Corporation; or

              (ii)   the  loss of more  than  sixty-five  percent  (65%)  of the
              revenue  that the  Corporation  realized  in the year  immediately
              prior to the  Closing  Date  from  the  sale of the  Corporation's
              products   to  Walmart,   which  shall  be  measured   during  the
              consecutive 13 week period  following an event which occurs within
              the one year period  immediately  following  the Closing  Date and
              which  gives  rise  to the  Corporation's  loss  of  revenue  from
              Walmart,  using average weekly revenue of $50,000 from the sale of
              the  Corporation's  products  to Walmart  in the year  immediately
              prior to the Closing Date as the  benchmark for  determining  if a
              loss of more than  sixty-five  percent (65%) has been realized for
              the particular  consecutive 13 week period (for greater certainty,
              the cumulative revenue from the sale of the Corporation's products
              to Walmart for the  particular  consecutive 13 week period must be
              less than  $227,500 in order for there to have been such a loss of
              more than sixty-five percent (65%)).

       (rr)   "Initial  Payment"  shall  have the  meaning  assigned  thereto in
       Subsection 3.2(b) hereof;

       (ss)   "First  Non-Adjustable  Payment"  shall have the meaning  assigned
       thereto in Subsection 3.2(c) hereof;





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       (tt)   "Second  Non-Adjustable  Payment" shall have the meaning  assigned
       thereto in Subsection 3.2(d) hereof;

       (uu)   "Four  Payments"  shall  have  the  meaning  assigned  thereto  in
       Subsection 3.2(e) hereof;

       (vv)   "Unpaid  Portion"  shall  have the  meaning  assigned  thereto  in
       Subsection 3.4(a) hereof;

       (ww)   "Release Date" shall have the meaning  assigned thereto in Section
       4.1 hereof;

       (xx)   "Estimated  Net Assets  Balance"  shall have the meaning  assigned
       thereto in Subsection 4.1(a) hereof;

       (yy)   "Net  Asset  Increase  Amount"  shall  have the  meaning  assigned
       thereto in Subsection 4.1(b) hereof;

       (zz)   "Net  Asset  Reduction  Amount"  shall have the  meaning  assigned
       thereto in Subsection 4.1(c) hereof;

       (aaa)  "First Three  Months" shall have the meaning  assigned  thereto in
       Subsection 7.3(c) hereof;

       (bbb)  "Security  Interests"  shall have the meaning  assigned thereto in
       Subsection 9.1(h) hereof;

       (ccc)  "First  Security"  shall  have the  meaning  assigned  thereto  in
       Subsection 9.1(h) hereof;

       (ddd)  "Final  Statements" means the audited financial  statements of the
       Corporation for the year ended December 31, 2003 which are to be prepared
       by the Independent Auditors; and

       (eee)  "Affiliate"  means any  corporation  in  respect of which at least
       sixty-seven  per cent (67%) of all of its issued and  outstanding  shares
       and options and rights to acquire such shares are  ultimately  controlled
       by Al Burgio;

1.2    The schedules  attached hereto are hereby  incorporated in this agreement
by reference and deemed to be a part hereof.


ARTICLE 2 - AGREEMENT TO PURCHASE
---------------------------------

2.1    Subject to the terms and  conditions  hereof,  the Vendor agrees to sell,
assign and transfer to the Purchaser,  and the Purchaser agrees to purchase from
the Vendor, the Purchased Shares.

2.2    The letter of intent  made  between  the Vendor and the  Purchaser  dated
December 1, 2003  regarding the purchase and sale of the  Purchased  Shares (the
"Letter  of  Intent")  is hereby  terminated,  and is hereby  replaced  with the
 ------------------
provisions hereof.



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ARTICLE 3 - CALCULATION AND PAYMENT OF PURCHASE PRICE
-----------------------------------------------------

3.1    Subject to the  provisions of Section 3.2 below,  the purchase  price for
the  Purchased  Shares  (the  "Purchase  Price")  shall be Two Million And Seven
                               ---------------
Hundred  And  Seventy-Three  Thousand  Eight  Hundred And  Eighty-Eight  Dollars
($2,773,884).

3.2    The  Purchase  Price  shall be paid by the  Purchaser  to the  Vendor  as
follows:

       (a)    at the time of  execution of the Letter of Intent,  the  Purchaser
       paid to the Vendor $10,000 (the "Deposit") by cheque; and
                                        -------

       (b)    at the  Time of  Closing,  the  Purchaser  shall  pay  the  Vendor
       $1,763,884 (the "Initial Payment"),  subject to the provisions of Section
                        ---------------
       3.3 and Article 4 below;

       (c)    on the 90th day following the Closing  Date,  the Purchaser  shall
       pay to the Vendor $100,000 (the "First Non-Adjustable  Payment") provided
                                        -----------------------------
       that if there has been a Net Asset  Reduction  Amount then all or part of
       the First  Non-Adjustable  Payment shall be  accelerated  and paid by the
       Purchaser  to the Vendor on the  Release  Date up to a maximum of the Net
       Asset Reduction Amount;

       (d)    on the 180th day following the Closing Date,  the Purchaser  shall
       pay to the Vendor $100,000 (the "Second Non-Adjustable Payment") provided
                                        -----------------------------
       that if there has been a Net Asset Reduction  Amount  exceeding  $100,000
       then  all  or  part  of  the  Second  Non-Adjustable   Payment  shall  be
       accelerated  and paid by the  Purchaser to the Vendor on the Release Date
       up to a maximum  of the  amount by which the Net Asset  Reduction  Amount
       exceeds $100,000; and

       (e)    the  Purchaser  shall  pay  to  the  Vendor  $800,000  (the  "Four
                                                                            ----
       Payments") as follows, subject to the provisions of Section 3.4 below:
       --------

              (i)    $150,000  payable to the  Vendor on the 90th day  following
              the Closing Date;

              (ii)   $150,000  payable to the Vendor on the 180th day  following
              the Closing Date;

              (iii)  $200,000  payable to the Vendor on the 270th day  following
              the Closing Date; and

              (iv)   $300,000  payable to the Vendor on the 360th day  following
              the Closing Date;

All payments to the Vendor shall be made by certified cheque or bank draft.

3.3    The amount of the Initial  Payment  comprising  the Purchase  Price to be
paid to the Vendor, as provided in Subsection 3.2(b) above, shall be adjusted in
the circumstances and in the manner as setout in Section 4.1 below.




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3.4    The amount of the Four Payments  comprising the Purchase Price to be paid
to the Vendor, as provided in Subsection 3.2(e) above,  shall be adjusted in the
following circumstances and in the following manner:

       (a)    If an event occurs  within the first 3 month period  following the
       Closing Date that causes a WM Loss,  then the unpaid  portion of the Four
       Payments (the "Unpaid Portion") will be reduced by 65%, and the amount of
                      --------------
       the  reduction of the Four  Payments  will be deducted  from the Purchase
       Price;

       (b)    If an event occurs within the second 3 month period  following the
       Closing  Date that  causes a WM Loss,  then the  Unpaid  Portion  will be
       reduced by 60%, and the amount of the reduction of the Four Payments will
       be deducted from the Purchase Price;

       (c)    If an event occurs  within the third 3 month period  following the
       Closing  Date that  causes a WM Loss,  then the  Unpaid  Portion  will be
       reduced by 55%, and the amount of the reduction of the Four Payments will
       be deducted from the Purchase Price; or

       (d)    If an event occurs within the fourth 3 month period  following the
       Closing  Date that  causes a WM Loss,  then the  Unpaid  Portion  will be
       reduced by 50%, and the amount of the reduction of the Four Payments will
       be deducted from the Purchase Price;

For the purpose of  calculating  the Unpaid  Portion  referenced in this Section
3.4,  the Unpaid  Portion  shall be equal to the amount that would be due in the
future,  if each  of the  Four  Payments  which  is due  after  the  date of the
occurrence  that causes a WM Loss had been payable to Vendor daily during the 90
day period  following the Closing Date  applicable to such of the Four Payments,
(for greater certainty,  that part of the Unpaid Portion,  calculated daily, for
the period from the Closing Date until the date of the occurrence  that causes a
WM Loss,  shall not be  reduced  and  therefore  shall be paid to the  Vendor in
full).  Notwithstanding the foregoing,  the following shall apply if a reduction
to the Unpaid Portion occurs  pursuant to  Subsections  3.4(a),  (b), (c) or (d)
above:

              (i)    the amount of the Unpaid Portion which is not reduced (that
              is, the other  35%,  40%,  45% and 50% in the case of  Subsections
              3.4(a), (b), (c) and (d) above, respectively) shall be paid to the
              Vendor in full;

              (ii)   one reduction at most (that being the earliest to occur, if
              any) shall apply to the Unpaid  Portion  (for  greater  certainty,
              there shall not be cascading reductions of the Unpaid Portion);

              (iii)  if,  during  the  period  commencing  from  the date of the
              occurrence  that  causes a WM Loss and  ending on the date that is
              one year  after the  Closing  Date  (the  "Payment  Period"),  the
                                                         ---------------
              cumulative revenue from the sale of the Corporation's  products to
              Walmart is greater  than 35% of the  amount  which is the  product
              obtained by  multiplying  the number of days in the Payment Period
              by $7,142.86,  then any previous  reduction of the Unpaid  Portion
              shall be immediately reversed and added back to the Purchase Price
              and paid to the Vendor by the Purchaser; and




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              (iv)   if,  during  the  period  commencing  from  the date of the
              occurrence  that  causes a WM Loss and  ending on the date that is
              the same number of days after the  Closing  Date as are the number
              of days in the  Payment  Period  (the  "Adjustment  Period"),  the
                                                      ------------------
              cumulative revenue from the sale of the Corporation's  products to
              Walmart is greater  than 35% of the  amount  which is the  product
              obtained  by  multiplying  the  number  of days in the  Adjustment
              Period by  $7,142.86,  then any  previous  reduction of the Unpaid
              Portion  shall  be  immediately  reversed  and  added  back to the
              Purchase Price and paid to the Vendor by the Purchaser.

3.5    Any payments actually made by the Corporation after the Effective Date to
or for the  benefit of John  Pannozzo  pursuant  to the  agreement  between  the
Corporation  and  John  Pannozzo  dated  December  31,  2003 a copy of  which is
attached as Schedule "3.5" shall reduce the Purchase Price and shall be deducted
from the next payment of the Purchase Price due to the Vendor on the day that is
90, 180,  270 or 360 days after the Closing Date and all  remaining  obligations
under  such  agreement  due more than 360 days after the  Closing  Date shall be
deducted from the final payment of the Purchase Price due to the Vendor 360 days
after the Closing Date.

3.6    The Purchaser shall use its best efforts during the one year  immediately
following  the Closing Date to retain  Walmart as a customer of the  Corporation
and to increase  the  revenues  from the sale of the  Corporation's  products to
Walmart during such one year period.


ARTICLE 4 - PROVISIONS
----------------------

4.1    $500,000 of the Initial  Payment  shall be held in escrow by the Vendor's
Solicitors as escrow agent (the "Escrow  Agent") for the period from the Closing
                                 -------------
Date until the date  following  the  completion  of the Final  Statements by the
Independent  Auditors  (even  if  same  are  not  signed  by a  director  of the
Corporation after 5 days after the delivery to the directors of the draft of the
Final Statements for their review) (the "Release Date"),  in accordance with the
                                         ------------
terms of an escrow  agreement (the "Escrow  Agreement") to be entered into among
                                    -----------------
the  Purchaser,  the Vendor and the Escrow  Agent.  For greater  certainty,  the
balance of the Initial  Payment of $1,263,884  shall be paid by the Purchaser to
the Vendor at the Time of Closing.  The Escrow Agreement shall provide,  subject
to the conditions contained herein and in the Escrow Agreement, that:

       (a)    If the Net Assumed  Assets  balance,  is equal to $1,977,931  (the
       "Estimated Net Assets Balance") on the Effective Date, then no adjustment
        ----------------------------
       shall be made to the Initial  Payment  and the Escrow  Agent shall pay to
       the Vendor on the Release Date all of the Initial Payment held in escrow;

       (b)    If the Net Assumed Assets  balance,  is greater than the Estimated
       Net Assets Balance on the Effective  Date, then the Initial Payment shall
       be increased by an amount equal to the difference between the Net Assumed
       Assets less the  Estimated Net Assets  Balance as at the  Effective  Date
       (the "Net Asset  Increase  Amount"),  and the Purchaser  shall pay to the
             ---------------------------
       Vendor cash equal to the Net Asset  Increase  Amount and the Escrow Agent




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       shall pay to the Vendor on the Release  Date all of the  Initial  Payment
       held in escrow; or

       (c)    If the Net Assumed Assets balance,  is less than the Estimated Net
       Assets Balance on the Effective  Date,  then the Initial Payment shall be
       reduced by an amount equal to the  difference  between the  Estimated Net
       Assets  Balance less the Net Assumed Assets as at the Effective Date (the
       "Net Asset  Reduction  Amount"),  and the Escrow Agent shall repay to the
        ----------------------------
       Purchaser, from the amount held in escrow, on the Release Date cash equal
       to the Net Asset Reduction  Amount and the balance of the Initial Payment
       held in escrow shall be paid to the Vendor on the Release Date.


ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR
--------------------------------------------------------

       The  Vendor  hereby  represents  and  warrants  to and in  favour  of the
Purchaser as follows, and hereby acknowledges and confirms that the Purchaser is
relying on such  representations  and warranties in connection with the purchase
by it of the Purchased Shares: 5.1 The Corporation is a subsisting  corporation,
duly and validly  incorporated  and organized  under the laws of the province of
Ontario.

5.2    The authorized capital of the Corporation consists of an unlimited number
of common shares.

5.3    The only issued and outstanding  shares in the capital of the Corporation
are three (3) common shares.  All of the said issued and outstanding  shares are
fully paid and non-assessable.  There are outstanding no other shares, warrants,
rights,  options,  securities  convertible  into  shares or any  other  evidence
whatsoever of an ownership interest in the Corporation.

5.4    The  Corporation  has not  committed  an act of  bankruptcy,  proposed  a
compromise or  arrangement  to its creditors  generally,  had any petition for a
receiving  order in  bankruptcy  filed  against it,  taken any  proceeding  with
respect to a compromise  or  arrangement,  taken any  proceeding  to have itself
declared bankrupt or wound-up, taken any proceeding to have a receiver appointed
of any part of its assets,  had any  encumbrancer  take possession of any of its
property,  or had any execution or distress become  enforceable or become levied
upon any of its property.

5.5    There  are  no  actions,   suits,   claims,  or  legal,   administrative,
arbitration  or  similar  proceedings,  governmental  investigations,  or  other
proceedings pending or threatened against or affecting the Corporation at law or
in equity or before any federal,  provincial,  municipal  or other  governmental
department,  commission,  board, bureau, agency or instrumentality,  domestic or
foreign, nor to the best of the Vendor's knowledge is there any reasonable basis
therefor.  There  are  no  judgments,  orders,  awards,  decrees  or  executions
outstanding  against the Corporation  which might adversely affect the financial
condition of the Corporation or the conduct of the Business. The Corporation has
not received any notices of default under any laws, regulations, by-laws, orders
or requirements applicable to the Business.

5.6    The Corporation has all requisite  corporate power and authority to carry
on the  Business  and to own,  lease and operate the  properties  and assets now



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owned,  leased and operated by it. The Corporation is duly qualified and has all
licenses and  registrations  required to carry on the Business and to own, lease
and  operate  its  properties  and  assets  and is in  good  standing  in  every
jurisdiction  in which the character of the Business  conducted or the nature of
the  properties  owned,  leased  or  operated  by it makes  such  qualification,
licenses and/or registrations necessary.

5.7    The Corporation has been and is now conducting the Business in compliance
with all statutes,  regulations,  by-laws,  orders,  covenants,  restrictions or
plans of all federal, provincial or municipal authorities,  agencies, boards, or
licensing  bodies  applicable to the  Business,  and the  Corporation  holds all
licenses and permits necessary for the carrying on of the Business.

5.8    The Corporation has no  subsidiaries.  The Corporation  owns no shares of
any other  corporation or any rights,  options,  warrants or other securities of
any other  corporation,  and the Corporation is not a party to any agreement for
the  purchase,  subscription  or issuance of any of the  unissued  shares in the
capital of any other corporation.

5.9    The Corporation is not in default under or in breach of any obligation to
which it is  subject  or any term of any  contract  to which it is a party or by
which it is bound.  There exists no state of facts which,  after notice or lapse
of time or both, or otherwise, would constitute a default under or breach of any
such obligation or contract. All such contracts are in good standing and in full
force  and  effect,  and the  Corporation  is  entitled  to all of the  benefits
thereunder.

5.10   Except as set out in Schedule "5.10" attached hereto,  the Corporation is
not a party to or bound by any  contracts,  instruments  evidencing  or creating
indebtedness, arrangements, leases or other documents (oral or written).

5.11   The books of account and financial  records of the Corporation  have been
kept on a basis  consistent  with those of  preceding  accounting  periods,  and
fairly and correctly  set out and disclose in all material  respects the current
financial   position  of  the  Corporation.   All  transactions   involving  the
Corporation  have  been  accurately  recorded  in such  books and  records.  All
vacation pay, bonuses,  commissions and other emoluments relating to each of the
employees of the Corporation have been accrued to date in such books.

5.12   The Financial Statements:

       (a)    have been  prepared  in  accordance  with GAAP  applied on a basis
       consistent with those of preceding fiscal periods;

       (b)    present fully,  fairly and correctly the assets,  liabilities  and
       financial  condition  of the  Corporation  as at  December  31,  2001 and
       December 31, 2002,  respectively,  and the results of its  operations and
       the changes in its financial position for the period then ended;

       (c)    are in accordance with the books and records of the Corporation;

       (d)    contain  and  reflect  all  necessary   adjustments   for  a  fair
       presentation of the results of operations and the financial  condition of
       the Corporation for the period covered thereby; and




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       (e)    contain  and  reflect  adequate  provision  or  allowance  for all
       reasonably   anticipated   liabilities,   expenses   and  losses  of  the
       Corporation.

5.13   Since December 31, 2002, there has been no material adverse change in the
financial  position or condition of the  Corporation  from that indicated by the
Financial  Statements,  nor has there been any  material  adverse  change in the
affairs, business,  prospects,  liabilities,  assets, operations or condition of
the Corporation,  financial or otherwise,  except any material adverse change or
changes that are  compensated  through the  calculation  of Net Assumed  Assets.
Further,  since  December  31, 2003,  except the  repayment to the Vendor by the
Corporation  of the  Vendor's  shareholder's  loan no  payments  have been made,
authorized  or  accrued  by  the   Corporation   to  its  officers,   directors,
shareholders or employees,  except in the ordinary  course of the  Corporation's
business  and at the  regular  rates of salary or  remuneration  payable to such
persons,  nor have any dividends or other  distributions on any of the shares of
the Corporation  been  authorized,  declared or paid, nor have any payments been
made, authorized or accrued to any advisors (including,  without limitation, all
legal,  accounting  and financial  advisors) of the  Corporation or the Business
except as described in Schedule "5.13" attached hereto.

5.14   Except as set forth in the Financial  Statements,  the Corporation is the
owner of all its property and assets shown in the  Financial  Statements or used
by it in connection  with the Business  (excluding  inventory  sold or otherwise
disposed of since  December  31,  2002 in the  ordinary  course of business  and
excluding those assets leased by the Corporation,  as set forth in the Financial
Statements),  with good and marketable title thereto,  free of any lien,  claim,
security  interest  or  encumbrance  of any  nature or kind and of any rights or
privileges   capable  of  becoming   claims,   liens,   security   interests  or
encumbrances.

5.15   The  Corporation is not now subject to any  liabilities  or  obligations,
direct or  indirect,  absolute or  contingent,  other than the  liabilities  and
obligations  set  forth in the  Financial  Statements  and those  arising  since
December  31,  2002 in the  ordinary  course  of  business,  none of  which  are
materially  adverse.  Without limiting the generality of any  representation  or
warranty  given in this  agreement,  there are no facts or  circumstances  which
might  reasonably  serve  as the  basis  for,  or give  rise  to,  any  material
liabilities  or  obligations  on the  part of the  Corporation,  other  than the
liabilities and obligations disclosed in the Financial Statements, or arising in
the ordinary course of business (none of which are materially adverse), or those
liabilities and obligations which are fully covered by insurance.

5.16   The  Corporation  is not  indebted  to  its  shareholder  in  any  manner
whatsoever,  and it has not guaranteed or otherwise given security for or agreed
to  guarantee or give  security for any  liability,  debt or  obligation  of any
person, firm or corporation.

5.17   Since December 31, 2002, the  Corporation  has carried on the Business in
the  ordinary  course.   Without  limiting  the  generality  of  the  foregoing,
sinceDecember  31, 2002,  the  Corporation  has  continued  to pay,  satisfy and
discharge  its  obligations  and  liabilities  in  the  ordinary  course  of its
business,  and no material capital  expenditures or leasehold  improvements have
been made by the Corporation since December 31, 2002.

5.18   All  Accounts  Receivable  have been bona fide  created  in the  ordinary
course of  business,  are  collectible  in full  subject  to the  allowance  for



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doubtful  accounts  (as provided in the Final  Statements  to be prepared by the
Independent  Auditors),  and are free of all claims,  liens, security interests,
encumbrances, and rights of set-off whatsoever.

5.19   Schedule  "5.19"  hereto  contains a complete  list of all  contracts and
arrangements between the Corporation and employees of the Corporation, including
without limitation:

       (a)    all written  contracts or  arrangements  for the employment of any
       officer, employee, agent or consultant;

       (b)    a complete list of all  employees  of, and agents and  consultants
       retained by, the Corporation, together with their salaries, wage rates or
       other  compensation,   their  positions,  their  length  of  service  and
       particulars of any contracts, arrangements or understandings,  written or
       oral, with them; and

       (c)    all  bonus,  deferred  compensation,   profit  sharing,   pension,
       retirement,  benefit,  stock  option,  stock  purchase,  life and  health
       insurance  or other plans or  arrangements  providing  employee  benefits
       (whether to employees, consultants, directors or officers), together with
       a statement  detailing  the costs to the  Corporation  in respect of such
       plans or arrangements providing employee benefits.

All of the plans and arrangements referred to in Subsection 5.19(c) above are in
good standing,  and the Corporation has made all payments required to be made by
it in connection  therewith and will make all payments required to be made by it
up to and  including  the Date of  Closing.  The  texts of all  such  plans  and
arrangements  have been  delivered  to the  Purchaser  and are true and complete
copies thereof,  and no amendments  will be made before the Date of Closing.  To
the  extent  required  by law,  such  plans  and  arrangements  have  been  duly
registered under the pension benefits legislation of the Province of Ontario and
are in good  standing  under such  pension  benefits  legislation  and under the
Income Tax Act (Canada). Any employee plans requiring funding on the part of the
Corporation are fully funded and will be fully funded and without any deficiency
up to and including the Date of Closing.

5.20   All  of the  Corporation's  equipment,  computer  hardware  and  computer
software  used in the  Business  (whether  owned or leased  by the  Corporation,
licensed to the Corporation or otherwise) are fully operational.

5.21   Except as set forth in Schedule "5.21" attached  hereto,  the Corporation
is entitled to use, without payment of any applicable  royalty or other fee, all
trade names, trade marks, patents, designs,  processes,  copyrights and licences
now used by the  Corporation  in the course of  carrying on the  Business,  (the
"Intellectual Property"),  all as described on Schedule "5.21" hereto. The right
 ---------------------
of the Corporation to use the  Intellectual  Property has never been called into
question or challenged,  and the Corporation is not infringing upon any patents,
trade names, trade marks,  service marks or copyrights,  domestic or foreign, or
any other  industrial  property  or  intellectual  property  rights of any other
person, firm or corporation. The Corporation has not granted any right, title or
interest in and to any other firm, person or corporation,  with the exception of
the  Purchaser,  and the  Corporation is the owner thereof and has the exclusive
right to use the same. The  Corporation  has not received any notice (written or
oral)  claiming  that the conduct of the  Business  infringes  upon the patents,



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trade marks, trade names,  service marks or copyrights,  domestic or foreign, or
any other  industrial  property  or  intellectual  property  rights of any other
person, firm or corporation.

5.22   Schedule "5.22" hereto  contains a complete  description of the nature of
all outstanding  product  warranties  granted by the Corporation with respect to
any products sold by the Corporation  prior to the date hereof,  together with a
list of the names and  addresses of all customers to whom such  warranties  have
been granted,  the product in question and the dates upon which such  warranties
were granted to such customers.

5.23   (a)    The  Corporation is a "Canadian  controlled  private  corporation"
       within the meaning of the Income Tax Act (Canada);

       (b)    The  Corporation  has duly and  timely  filed in  proper  form all
       federal,  provincial  and  other  income,  franchise,  sales,  goods  and
       services  and other tax returns  and all reports  required to be filed by
       law. All Taxes,  fees and other assessments of whatsoever nature upon the
       Corporation or its assets or property which are due and payable up to the
       date  hereof  have been paid,  or have had a reserve  in respect  thereof
       established;

       (c)    There are no outstanding agreements, waivers or other arrangements
       extending the statutory period of limitations applicable to the filing of
       any federal, provincial or other income tax return of the Corporation for
       any period,  nor has there been any  assessment  or  reassessment  by any
       taxing  authority  issued or  threatened  against  the  Corporation  with
       respect  to the  payment of any Taxes,  charges  or  deficiencies  by the
       Corporation;

       (d)    All amounts  stated in all federal,  provincial or other income or
       corporation tax returns which have been filed by the Corporation are true
       and correct;

       (e)    There are no  liabilities  for Taxes,  rates or assessments of any
       nature  or kind  not  shown  as  charges,  accruals  or  reserves  on the
       Financial Statements for the period covered thereby;

       (f)    There  are  no  actions,  suits,  proceedings,  investigations  or
       claims,  pending or threatened  against the Corporation in respect of any
       Taxes or  assessment  or any claim for  additional  Taxes or  assessments
       asserted by any taxing authority.  The charges,  accruals and reserves on
       the books of the  Corporation  in respect of any  liability for Taxes for
       any year not finally  determined are sufficient to meet any assessment or
       reassessment  for additional  Taxes for any year not finally  determined.
       The  Corporation  has  withheld  from  payments  made  to  its  officers,
       directors, employees, debtholders,  shareholders or any spouse, associate
       or affiliate of any of the foregoing,  the amount of all Taxes, including
       but not limited to, income tax, federal or provincial pension and medical
       plan  contributions,   employment   insurance   contributions  and  other
       deductions  required to be withheld  therefrom,  and has paid the same to
       the proper tax receiving officers or authorities; and

5.24   All payments have been made in respect of the Leased Premises and any and
all office  premises which were leased or utilized by the  Corporation  prior to
the Leased  Premises.  The lease in respect  of the Leased  Premises  is in good
standing, all rents, additional rents and other amounts due and payable pursuant



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to such  lease  have been and will be paid in full to the Date of  Closing,  and
neither the Vendor nor the  Corporation  is in breach of its  obligations  under
such lease.

5.25   The  components  of the  Net  Assumed  Assets  including  a  list  of all
creditors are as set forth in Schedule "5.25" attached hereto.

5.26   There are no broker's  commissions,  finder's  fees or other  payments of
like nature payable by the  Corporation or the Purchaser to any Person  retained
or engaged by or on behalf of the Vendor or the Corporation  with respect to the
transaction comtemplated by this Agreement.

5.27   The warranties  hereunder shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Purchaser at any time.

5.28   The  Shareholder's  Loan  amount is nil as at the date of this  Agreement
since the shareholder's loan was repaid by the Corporation to the Vendor in late
December, 2003.


ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR REGARDING THE VENDOR
-----------------------------------------------------------------------------

       The  Vendor  hereby  represents  and  warrants  to and in  favour  of the
Purchaser as follows, and hereby acknowledges and confirms that the Purchaser is
relying on such  representations  and warranties in connection with the purchase
by it of the Purchased Shares:

6.1    The Vendor is a Canadian  citizen and resident of the Province of Ontario
and has the power and  authority  to own her  property  and  assets,  including,
without limitation, the Purchased Shares owned by her.

6.2    The Vendor has the  capacity  and all  requisite  power and  authority to
enter into this agreement and to perform obligations hereunder.

6.3    The  execution  and  delivery  of this  agreement  by the  Vendor and the
observance and  performance of the terms and provisions of this agreement on the
part of the Vendor to be performed:

       (a)    will not constitute a violation of applicable law; and

       (b)    will not  constitute a violation  or a breach of any  provision of
       any  contract  or other  instrument  to which the Vendor is a party or by
       which sheis bound, or any order, writ, injunction,  decree, statute, rule
       or regulation  applicable to her, or constitute a default (or would, with
       the  passage  of time or the  giving of  notice,  or both,  constitute  a
       default) under any contract,  agreement or instrument to which the Vendor
       is a party or by which sheshe is bound.

6.4    The Vendor is the registered and beneficial owner of the Purchased Shares
owned by the Vendor,  with good and marketable  title to such Purchased  Shares,
free of any claim, lien, security interest or encumbrance of any nature or kind,



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and as such has the exclusive right and full power to sell,  transfer and assign
such  Purchased  Shares  to the  Purchaser  free of any  claim,  lien,  security
interest or encumbrance of any nature or kind. In addition,  no person,  firm or
corporation  has any  agreement  or option or any right  capable of  becoming an
agreement for the purchase of any of the Purchased Shares,  nor any agreement or
option  or any  right  capable  of  becoming  an  agreement  for  the  purchase,
subscription  or  issuance of any of the  unissued  shares in the capital of the
Corporation.  There is not pending any suit, action or other legal proceeding of
any sort to in any manner  restrain or prevent the Vendor from  effectually  and
legally  transferring her Purchased  Shares to the Purchaser,  free and clear of
all  claims,  liens,  security  interests  and  encumbrances,  or any  action or
proceeding,  the  effect  of which  would be to cause a lien to  attach  to such
Purchased  Shares  or to divest  title to such  Purchased  Shares in any  manner
whatsoever, or to make the Purchaser, the Corporation, the Vendor or any of them
liable for damages in connection  with the transfer of the  Purchased  Shares to
the Purchaser as contemplated  herein,  and the Vendor knows of no such claim in
connection with any of the foregoing.

6.5    The Vendor is not insolvent  and has not committed an act of  bankruptcy,
proposed a compromise or  arrangement to creditors  generally,  had any petition
for a receiving order in bankruptcy filed against her, taken any proceeding with
respect  to a  compromise  or  arrangement,  taken  any  proceeding  to have her
declared bankrupt, taken any proceeding to have a receiver appointed of any part
of her assets,  had any encumbrancer take possession of any of her property,  or
had any execution or distress  become  enforceable  or become levied upon any of
her property.

6.6    There  are  no  actions,   suits,   claims,  or  legal,   administrative,
arbitration  or  similar  proceedings,  governmental  investigations,  or  other
proceedings  pending or, to the knowledge of the Vendor,  threatened  against or
affecting  the  Vendor at law or in equity or before  any  federal,  provincial,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality,  domestic  or foreign,  nor,  in the opinion of the Vendor,  is
there any reasonable basis therefor.

6.7    There are no  shareholder  agreements,  voting  agreements,  voting trust
agreements or other  agreements to which the Vendor is a party in respect of any
shares of the Corporation.

6.8    Upon the due execution and delivery of this agreement by the Vendor, this
agreement shall  constitute a valid and legally binding  agreement,  enforceable
against the Vendor in accordance with its terms.

6.9    The Vendor is not a  non-resident  of Canada  within  the  meaning of the
Income Tax Act (Canada).

6.10   The warranties  hereunder shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Purchaser at any time.

6.11   On  the  Closing  Date,  $25,000  shall  be due  to  Jim  Douglas  by the
Corporation in connection  with the terms of his  employment by the  Corporation
and  this  $25,000  is  deemed  to  have  been  incurred  as an  expense  of the




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Corporation  on or  before  the  Effective  Date and  therefore  part of the Net
Assumed  Liabilities for the purpose of calculating the Net Assumed Assets as at
the Effective Date.


ARTICLE 7 - COVENANTS OF THE VENDOR
-----------------------------------

7.1    The Vendor hereby covenants that,  during the Interim Period,  the Vendor
will, and will cause the Corporation to:

       (a)    carry on the  Business  in the  ordinary  course  and use its best
       efforts to preserve the assets,  the Business and the clients,  customers
       and suppliers connected therewith;

       (b)    give the Purchaser, the Purchaser's Solicitors and the Purchaser's
       representatives   full  access  during  normal   business  hours  to  the
       properties, books, contracts, commitments and records of the Corporation;

       (c)    furnish the Purchaser with all information  concerning the affairs
       of the Corporation as the Purchaser may reasonably request;

       (d)    do all things  and cause all things to be done to ensure  that all
       of the  representations  and  warranties of the Vendor  contained in this
       agreement  remain true and correct  throughout  the Interim  Period as if
       such  representations  and warranties were  continuously  made throughout
       such period;

       (e)    not  enter  into  any  contracts,   commitments  or   transactions
       pertaining to the Business,  or incur any  indebtedness,  obligations  or
       liability or make any payment in respect thereof,  except in the ordinary
       course of business;

       (f)    not incur any capital expenditures, or acquire or agree to acquire
       additional assets, or enter into any forward commitments for inventories,
       supplies or services  (whether or not there are any  contracts in writing
       with respect thereto), except in the ordinary course of business;

       (g)    not   increase  the  wages  or  salaries  or  any  other  form  of
       remuneration,  direct or indirect,  of any of the employees,  officers or
       directors of the Corporation;

       (h)    not sell, agree to sell or otherwise  dispose of any of the assets
       of the Corporation except in the ordinary course of business;

       (i)    pay,  satisfy and discharge its obligations and liabilities in the
       ordinary course of business;

       (j)    obtain all  necessary  consents and  approvals to the  transaction
       herein  contemplated  required  pursuant  to the  terms  of  any  leases,
       contracts  or rights of the  Corporation  or to which it is a party or to
       which any of the property or assets may be subject to or bound;

       (k)    not declare,  pay or authorize dividends or other distributions on
       any shares of the  Corporation  or  purchase  or redeem any shares of the
       Corporation;




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       (l)    not amend the Articles  (as defined in the  Business  Corporations
       Act  (Ontario))  of the  Corporation,  amalgamate or merge with any other
       corporation,  or  issue  any  securities  (as  defined  in  the  Business
       Corporations Act (Ontario)) or redeem or purchase any issued securities;

       (m)    use their reasonable best efforts to ensure that the Corporation's
       bank  operating  line of credit from the Bank of Montreal shall remain in
       place  with the  Corporation  immediately  following  the  Closing  Date,
       provided that Bank of Montreal  fully  releases any  guarantees  for that
       line of credit; and

       (n)    not  increase  the   Shareholder's   Loan  amount  nor  shall  any
       Shareholder's  Loan related  payments be made by the  Corporation  to the
       Vendor prior to the Time of Closing.

7.2    The Vendor  hereby  covenants  that,  at the Time of Closing,  the Vendor
will:

       (a)    furnish the  Purchaser  with a certificate  of the Vendor  stating
       that the  representations  and warranties of the Vendor contained in this
       agreement are true at the Time of Closing,  as though then made, and that
       the  covenants of the Vendor to be complied  with at or prior to the Time
       of Closing have been  complied  with,  provided  that the receipt of such
       evidence and the closing of the transaction contemplated herein shall not
       be a waiver  of the  representations,  warranties  and  covenants  of the
       Vendor which are contained in this agreement;

       (b)    deliver to the Purchaser evidence  reasonably  satisfactory to the
       Purchaser's  Solicitors  that  all  necessary  corporate   authorizations
       authorizing and approving the transaction  contemplated  herein have been
       obtained in respect of the Corporation;

       (c)    deliver to the Purchaser a written acknowledgement from the lessor
       of  any  leased  premises,  in a  form  reasonably  satisfactory  to  the
       Purchaser's  Solicitors,  acknowledging that the lease in respect thereof
       is in good standing,  that all rents,  additional rents and other amounts
       due and payable by the Corporation  pursuant to such lease have been paid
       in full to the Effective  Date, and that the Corporation is not in breach
       of its  obligations  under such lease,  together  with the  unconditional
       written consent of the said lessor to the sale of the Purchased Shares to
       the Purchaser, if required under the terms of such lease;

       (d)    provide the Purchaser with evidence reasonably satisfactory to the
       Purchaser that the Vendor is not then a  "non-resident"  of Canada within
       the meaning of the Income Tax Act (Canada);

       (e)    provide the Purchaser with the favourable  opinion of the Vendor's
       Solicitors  in  a  form   reasonably   satisfactory  to  the  Purchaser's
       Solicitors, acting reasonably:

              (i)    as to the authorized and issued capital of the  Corporation
              and the shareholder and shareholdings in the Corporation;

              (ii)   that all issued and  outstanding  shares in the  capital of
              the  Corporation  are  issued  and  outstanding  as fully paid and
              non-assessable;




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              (iii)  that  the  Corporation   has  been  duly   amalgamated  and
              organized and is a valid and subsisting corporation under the laws
              of the Province of Ontario;

              (iv)   that all necessary  actions and proceedings have been taken
              to  authorize  and  permit  the  due  and  valid  transfer  of the
              Purchased  Shares at the Time of  Closing  from the  Vendor to the
              Purchaser; and

              (v)    that this agreement has been duly executed and delivered by
              the Vendor and  constitutes a valid and binding  obligation of the
              Vendor,  enforceable  against  her in  accordance  with its  terms
              (subject to  bankruptcy  laws and the  availability  of  equitable
              remedies) and, to the knowledge of the Vendor's  Solicitors,  does
              not violate the  provisions of any indenture or agreement to which
              the Vendor or the  Corporation or either of them are a party or by
              which either of them are bound;

       (f)    cause all necessary  steps and  proceedings  as may  reasonably be
       approved by the Purchaser's  Solicitors to be taken so that the Purchased
       Shares  may be  properly  transferred  to the  Purchaser  at the  Time of
       Closing;  and in that  regard,  deliver to the  Purchaser  at the Time of
       Closing  certificates  representing  all of the  Purchased  Shares,  such
       certificates being duly endorsed for transfer to the Purchaser, and cause
       transfers of all the Purchased  Shares to be duly and regularly  recorded
       in the name of the Purchaser or as it may in writing direct;

       (g)    cause all of the directors and officers of the  Corporation as are
       specified  by the  Purchaser  to  resign in  favour  of  nominees  of the
       Purchaser. All shareholder's and director's resolutions required to cause
       the  actions of this  Section  7.2(g)  shall be  approved  at the Time of
       Closing;

       (h)    deliver  and cause to be  delivered  by all of the  directors  and
       officers of the  Corporation  and by the Vendor,  as  shareholder  of the
       Corporation, a complete release, with effect from the Time of Closing, of
       all claims against the Corporation of any and all matters whatsoever in a
       form satisfactory to the Purchaser's Solicitors, acting reasonably;

       (i)    deliver and cause to be delivered to the  Purchaser  the corporate
       seal, minute books,  share  certificates,  share certificate books, share
       transfers,  share  register  books,  directors'  register and any and all
       documents, records, books, instruments and agreements of or pertaining or
       relating to the Corporation and its Business, property and assets;

       (j)    deliver to the  Purchaser  a release  executed  by the Vendor with
       respect  to  all  payroll  and  severance  related   obligations  of  the
       Corporation;

       (k)    deliver  and cause to be  delivered  to the  Purchaser  the Escrow
       Agreement, duly executed by the Vendor;

       (l)    deliver  and  cause to be  delivered  to the  Purchaser  a release
       executed  by  John  Penny  with  respect  to  all   obligations   of  the
       Corporation;

       (m)    pay  to  the  Corporation  $273,884  for  the  purchase  as of the
       Effective  Date of the Cash Value Of Life  Insurance  and the  respective
       insurance policy from the Corporation;



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       (n)    deliver   and  cause  to  be   delivered   to  the   Purchaser   a
       non-competition  covenant from John Penny in the form attached  hereto as
       Schedule "7.2(n)";

       (o)    deliver and cause to be delivered to the  Purchaser  the New Lease
       between  Alpen and the  Corporation  to become  effective on September 1,
       2004 (the day  immediately  following  the last day of the  Corporation's
       current lease agreement with Alpen);

       (p)    pay all the non-arms length expenses, accounts payable and accrued
       liabilities  of the  Corporation,  excluding  any  ordinary  course lease
       payments  and  payroll  related  transactions,  from  the  date  of  this
       Agreement to the Time of Closing,  and release the  Corporation  from the
       obligation to repay the Vendor for these payments; and

       (q)    shall release, and cause the Vendor's affiliates, including any of
       the Vendor's family that is or has been employed by the  Corporation,  or
       the Vendor shall indemnify the Purchaser and the Corporation from any and
       all severance obligations related to their employment by the Corporation,
       and any other  contractual  obligations of the  Corporation to the Vendor
       and her affiliates.

7.3    The Vendor hereby covenants that,  subsequent to the Date of Closing, the
Vendor will:

       (a)    at the request and expense of the  Purchaser,  execute and deliver
       such additional  conveyances,  transfers and other  assurances as may, in
       the  reasonable  opinion of the  Purchaser's  Solicitors,  be required to
       carry out the intent of this  agreement  and to  transfer  the  Purchased
       Shares to the Purchaser;

       (b)    only  discharge  the  Security  Interests  when  the  payments  of
       Sections 3.2(a),  3.2(b),  3.2(c), 3.2(d) and 3.2(e) are received in full
       from the Purchaser,  subject to the reduction  provisions of Sections 3.3
       and 3.4 above;

       (c)    advise the  Purchaser  and the  Corporation  on  business  matters
       related to the  Corporation  for the three  month  period  following  the
       Effective Date (the "First Three Months") at no cost;
                            ------------------

       (d)    advise the  Purchaser  and the  Corporation  on  business  matters
       related to the Corporation for an additional three month period following
       the First  Three  Months,  at the option of the  Purchaser,  at a monthly
       compensation  rate  that  is  equivalent  to the  monthly  salary  amount
       currently  paid  to  Vendor  by the  Corporation  as at the  date of this
       Agreement; and

       (e)    pay all automotive expenses, currently paid by the Corporation for
       vehicles  driven by the Vendor and  Persons  related to the  Vendor,  and
       personal  expenses of the Vendor and Persons  related to the Vendor which
       relate to any period after the Effective Date.


ARTICLE 8 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
-----------------------------------------------------------

       The  Purchaser  hereby  represents  and  warrants  as follows  and hereby
acknowledges and confirms that the Vendor is relying on such representations and
warranties in connection with the sale by her of the Purchased Shares:



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8.1    The  Purchaser  is  not  a  "non-Canadian"  within  the  meaning  of  the
Investment Canada Act.

8.2    The Purchaser is a subsisting  corporation duly and validly  incorporated
and  organized  under the laws of the Province of Ontario and has the  corporate
power and  authority to own or lease its property and assets and to carry on its
business as now conducted by it.

8.3    The  execution  and delivery of this  agreement by the  Purchaser and the
purchase of the Purchased  Shares herein  provided for have been duly authorized
by all necessary corporate action, and the Purchaser has all requisite corporate
power and authority to enter into this agreement and to perform its  obligations
hereunder.

8.4    The  execution  and delivery of this  agreement by the  Purchaser and the
observance and  performance of the terms and provisions of this agreement on the
part of the  Purchaser  to be  observed  and  performed  will not  constitute  a
violation  of  applicable  law or a  violation  or a breach  of the  Purchaser's
charter  documents  or  by-laws  or any  provision  of  any  contract  or  other
instrument  to which the  Purchaser  is a party or by which it is bound,  or any
order, writ, injunction,  decree,  statute, rule or regulation applicable to it,
or  constitute  a default  (or would,  with the passage of time or the giving of
notice,  or both,  constitute  a  default)  under  any  contract,  agreement  or
instrument to which the Purchaser is a party or by which the Purchaser is bound.

8.5    Upon the due execution and delivery of this  agreement by the  Purchaser,
this  agreement  shall  constitute  a  valid  and  legally  binding   agreement,
enforceable  against the Purchaser in accordance with its terms, except that the
rights and  remedies of the Vendor  hereunder  may be subject to and affected by
the law relating to bankruptcy, insolvency, reorganization and creditors' rights
generally and except that a court may or may not order an  injunction,  specific
performance or other equitable remedies with respect to any particular provision
of this agreement.

8.6    The Purchaser has not committed an act of  bankruptcy,  is not insolvent,
has not proposed a compromise or arrangement to its creditors generally, has not
had any petition for a receiving  order in bankruptcy  filed against it, has not
made a voluntary  assignment in bankruptcy,  has not taken any  proceeding  with
respect to a compromise  or  arrangement,  has not taken any  proceeding to have
itself  declared  bankrupt or wound-up,  has not taken any  proceeding to have a
receiver  appointed of any part of its assets, has not had any encumbrancer take
possession  of any of its  property,  and has not had any  execution or distress
become  enforceable or become levied upon any of its property.  The  transaction
contemplated herein will not result in the Purchaser becoming insolvent.

8.7    There are no actions, suits, claims or legal, administrative, arbitration
or similar proceedings, governmental investigations or other proceedings pending
or  threatened  against or affecting the Purchaser at law or in equity or before
any federal, provincial, municipal or other governmental department, commission,
board,  bureau,  agency or  instrumentality,  domestic or  foreign,  which would
adversely  affect  the  ability of the  Purchaser  to  perform  its  obligations
hereunder.

8.8    The warranties  hereunder shall in no way be abridged,  reduced,  waived,
considered fulfilled or otherwise affected by any examination or inspection made
by the Vendor at any time.



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ARTICLE 9 - COVENANTS OF THE PURCHASER
--------------------------------------

9.1    The  Purchaser  hereby  covenants  that,  at the  Time  of  Closing,  the
Purchaser will:

       (a)    furnish  the  Vendor  with  a  certificate  of an  officer  of the
       Purchaser  stating  that  the   representations  and  warranties  of  the
       Purchaser contained in this agreement are true at the Time of Closing, as
       though then made,  and that the covenants of the Purchaser to be complied
       with at or prior to the Time of Closing have been complied with, provided
       that the  receipt of such  evidence  and the  closing of the  transaction
       contemplated  herein  shall  not  be a  waiver  of  the  representations,
       warranties  and  covenants of the  Purchaser  which are contained in this
       agreement;

       (b)    deliver  to the Vendor  evidence  reasonably  satisfactory  to the
       Vendor's  Solicitors that all necessary  corporate  authorizations of the
       Purchaser  authorizing and approving the transaction  contemplated herein
       have been obtained;

       (c)    execute all assignments and documents  delivered  pursuant to this
       agreement  at  the  Time  of  Closing  which  require  execution  by  the
       Purchaser;

       (d)    deliver  and  cause  to be  delivered  to the  Vendor  the  Escrow
       Agreement, duly executed on behalf of the Purchaser and the Escrow Agent;

       (e)    provide the Vendor with the favourable  opinion of the Purchaser's
       Solicitors  in a form  satisfactory  to the Vendor's  Solicitors,  acting
       reasonably:

              (i)    that the Purchaser has been duly incorporated and organized
              and is a valid and  subsisting  corporation  under the laws of the
              Province of Ontario;

              (ii)   that with  respect to the Vendor  all  necessary  corporate
              actions and  proceedings  have been taken to authorize  and permit
              the purchase of the Purchased Shares pursuant to the terms of this
              agreement; and

              (iii)  that this agreement has been duly executed and delivered by
              the Purchaser  constitutes  a valid and binding  obligation of the
              Purchaser,  enforceable  against it in  accordance  with its terms
              (subject to  bankruptcy  laws and the  availability  of  equitable
              remedies)  and, to the  knowledge of the  Purchaser's  Solicitors,
              does not violate the  provisions  of any indenture or agreement to
              which the Purchaser is a party or by which it is bound.

       (f)    pay the  Purchase  Price  to the  Vendor  in  accordance  with the
       provisions of Article 3;

       (g)    pay  interest  to the  Vendor,  at a rate of 8% per annum,  on the
       outstanding  balance  of  the  Unpaid  Portion  amount,  subject  to  the
       reduction  provisions of Section 3.4, payable at the end of each calendar
       month;

       (h)    grant the Vendor a security  interest in the Purchased  Shares and
       all the assets of the Corporation (the "Security Interests").  As part of
                                               ------------------



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       the Security  Interests,  the Vendor shall be the first  ranking  secured
       creditor  against the  Purchased  Shares (the "First  Security")  and the
                                                      ---------------
       Purchaser agrees that the only secured  creditors  against all the assets
       of the Corporation, that are secured before the Vendor, shall be:

              (i)    the existing  lessors of the Corporation as at December 31,
              2003; and

              (ii)   a lender that will provide the  Corporation  with a line of
              credit  of up to  $3,000,000  for the  purpose  of  financing  the
              Corporation's operations (and which, for greater certainty,  shall
              be used  only  for the  purpose  of  financing  the  Corporation's
              operations  and not to finance any part of the  Purchase  Price or
              for any other business, acquisition or purpose whatsoever);

       The Vendor shall only discharge the Security  Interests when the payments
       of Sections 3.2(a),  3.2(b), 3.2(c), 3.2(d) and 3(e) are received in full
       from the Purchaser,  subject to the reduction  provisions of Sections 3.3
       and 3.4. The share pledge agreement which provides for the First Security
       shall  prohibit  any further  pledging or  encumbering  of the  Purchased
       Shares  but it shall  permit a  transfer  of the  Purchased  Shares to an
       Affiliate provided that any such transferee Affiliate becomes jointly and
       severally  liable with the  Purchaser for all of the  Purchaser's  debts,
       dues,  obligations  and  liabilities  to the  Vendor  including,  without
       limitation, to pay the balance of the Purchase Price to the Vendor and to
       comply fully with such share pledge agreement and the Purchaser shall not
       be relieved from any of such debts, dues, obligations and liabilities.

9.2    The Purchaser  hereby  covenants  and agrees that,  following the Date of
Closing, it shall:

       (a)    cause  the  Corporation  to  pay  forthwith  the  balance  of  the
       Shareholder's Loan;

       (b)    cause the  Corporation  to pay the balance of the Bank of Montreal
       indebtedness,  if the Bank of Montreal shall not cause the operating line
       of credit to exist without the guarantee from Alpen;

       (c)    cause the Corporation to complete the transfer as of the Effective
       Date of the Cash Value Of Life  Insurance  and the  respective  insurance
       policy to the Vendor; and

       (d)    not cause the corporate  reorganization  of the Corporation  until
       the Purchase Price, including, without limitation, the Four Payments, are
       fully paid to the Vendor, subject to the reduction provisions of Sections
       3.3, 3.4 and 3.5.


ARTICLE 10 - CONDITIONS
-----------------------

       Completion of the purchase and sale of the Purchased Shares  contemplated
herein is subject to the following conditions having been satisfied.  All of the
conditions contained in Sections 10.1,10.3,  10.4, 10.5, 10.6, 10.8, 10.9, 10.10
and 10.11 are declared to be for the  exclusive  benefit of the  Purchaser.  The
condition  contained  in  Sections  10.2  and 10.7  are  declared  to be for the
exclusive benefit of the Vendor. All of the conditions referred to herein are to
be satisfied at the Time of Closing. The following are the conditions:





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10.1   All  representations  and warranties  contained herein on the part of the
Vendor  shall be true at the Time of  Closing,  as though  then made,  and there
shall have been compliance with the covenants and obligations on the part of the
Vendor contained herein which are to be complied with at or prior to the Time of
Closing,  each and every one of which is hereby  deemed to be a condition to the
closing of the transaction contemplated herein.

10.2   All  representations  and warranties  contained herein on the part of the
Purchaser  shall be true at the Time of Closing,  as though then made, and there
shall have been compliance with the covenants and obligations on the part of the
Purchaser contained herein which are to be complied with at or prior to the Time
of Closing,  each and every one of which is hereby  deemed to be a condition  to
the closing of the transaction contemplated herein.

10.3   There shall have been no material adverse change, financial or otherwise,
in the Business.

10.4   The Vendor's  Solicitors  shall have  delivered  their  favourable  legal
opinion to the Purchaser, as provided in Subsection 7.2(e).

10.5   The Purchaser's  Solicitors  shall have delivered their  favourable legal
opinion to the Vendor, as provided in the Subsection 9.1(e).

10.6   All necessary  regulatory approvals shall have been obtained with respect
to the completion of the sale of the Purchased Shares to the Purchaser.

10.7   The  Vendor  shall  have  satisfied  the  Purchaser  and the  Purchaser's
Solicitors, each acting reasonably, that the purchase of the Purchased Shares by
the  Purchaser  as  contemplated   herein  will  not  affect  the  Corporation's
entitlement to the licences setout in Schedule 5.21.

10.8   The  creditors  owed the loans of the  Corporation  referenced in Secions
9.3(a) and (b) hereof shall have consented to the repayment  terms  contained in
Sections 9.3(a) and (b) hereof.

10.9   All  creditors of the  Corporation  listed on Schedule 5.25 as being owed
$10,000 or more shall have  confirmed  the amounts owed to them and such amounts
shall not differ materially from the disclosure contained in Schedule 5.25.

10.10  In case any of the foregoing conditions  hereinbefore  declared to be for
the benefit of the Purchaser shall not be satisfied at the Time of Closing,  the
Purchaser may:

       (a)    refuse to complete the transaction  contemplated herein by written
       notice to the Vendor or the  Vendor's  Solicitors,  and in such event the
       Purchaser  shall be released  from all  obligations  hereunder,  it being
       expressly   understood   and  agreed   that  the   Purchaser   may  rely,
       notwithstanding  such  refusal,  upon  the  representations,  warranties,
       covenants and conditions contained in this agreement; or

       (b)    complete the transaction  contemplated  herein, it being expressly
       understood and agreed that the Purchaser may rely,  notwithstanding  such
       completion,   upon  the   representations,   warranties,   covenants  and
       conditions contained in this agreement,





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provided  that any of the said  conditions  may be waived in whole or in part by
the Purchaser  without prejudice to its rights of rescission in the event of the
non-fulfilment and/or non-performance of any other condition or conditions,  any
such waiver prior to the Time of Closing to be binding on the Purchaser  only if
the same is in writing.

10.11  In case any of the foregoing conditions  hereinbefore  declared to be for
the benefit of the Vendor  shall not be  satisfied  at the Time of Closing,  the
Vendor may:

       (a)    refuse to complete the transaction  contemplated  herein by notice
       to the  Purchaser or the  Purchaser's  Solicitors,  and in such event the
       Vendor  shall  be  released  from  all  obligations  hereunder,  it being
       expressly understood and agreed that the Vendor may rely, notwithstanding
       such  refusal,  upon  the  representations,   warranties,  covenants  and
       conditions contained in this agreement; or

       (b)    complete the transaction  contemplated  herein, it being expressly
       understood  and agreed  that the Vendor  may rely,  notwithstanding  such
       completion,   upon  the   representations,   warranties,   covenants  and
       conditions contained in this agreement,

provided  that any of the said  conditions  may be waived in whole or in part by
the Vendor  without  prejudice to its rights of  rescission  in the event of the
non-fulfilment and/or non-performance of any other condition or conditions,  any
such waiver prior to the Time of Closing to be binding on the Vendor only if the
same is in writing.

10.12  If,   notwithstanding  the  satisfaction  or  waiver  of  the  conditions
contained in Sections 10.1 through 10.9 hereof, the Vendor fails to complete the
transactions  contemplated herein, then in addition to any other remedies it may
have available to it, the Purchaser  shall be entitled to the return of the full
amount of the Deposit.


ARTICLE 11 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
------------------------------------------------------------------

11.1   The   representations,   warranties  and  covenants   contained  in  this
agreement, in any schedule hereto, in any documents to be executed and delivered
pursuant to this  agreement  and in any  documents  executed  and  delivered  in
connection  with the  completion of the  transaction  contemplated  herein shall
survive the closing of the transaction  contemplated herein and, notwithstanding
such closing and  notwithstanding any investigations made by or on behalf of the
parties  hereto,  shall continue in full force and effect from the Closing Date,
as follows:

       (a)    as to the  representations  and  warranties  contained in Sections
       5.1, 5.3,  5.6,  5.26,  5.28,  6.3, 6.9 and 6.11 hereof and as to matters
       relating to any assessment or  reassessment  relating to Taxes based upon
       misrepresentation or fraud, forever; and

       (b)    as to all other representations,  warranties and covenants,  for a
       period of one (1) year from the Date of Closing.

The  parties  hereto  hereby  acknowledge  that if notice  regarding  any matter
contemplated  in this  Article 11 is given by any party  hereto,  acting in good
faith,  to the others of them within the relevant time period  specified in this
Article 11, and if before such matter has been fully dealt with pursuant to this



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agreement,  the relevant time period would  expire,  the time period in question
shall be deemed to be extended  (with  respect to such  matter  only) until such
matter has been fully dealt with pursuant to this agreement.


ARTICLE 12 - INDEMNITY
----------------------

12.1   The  Vendor  covenants  and agrees to  indemnify  and save  harmless  the
Purchaser and the Corporation from and against any and all losses,  liabilities,
damages, costs, expenses,  interest,  penalties and claims of any and every kind
whatsoever (including legal and accounting fees incurred in connection therewith
and in connection with any claim under this Article 12) (collectively, "Claims")
                                                                        ------
which at any time or from time to time may be paid, incurred or asserted against
the Purchaser or the  Corporation  with respect to or as a result of the matters
set forth below:

       (a)    any  breach of or  non-compliance  with or  untruth  of any of the
       representations,  warranties or covenants of the Vendor contained in this
       agreement,  in any schedule  hereto,  in any documents to be executed and
       delivered  pursuant to this  agreement or in any  documents  executed and
       delivered  in  connection   with  the   completion  of  the   transaction
       contemplated herein;

       (b)    any  federal,   provincial   or  local  tax   assessments   and/or
       reassessments  of any nature  whatsoever  made after the  Effective  Date
       which relate to or arise from the conduct of the Business or the property
       of the Corporation prior to the Effective Date, to the extent and only to
       the extent that any resulting liability for Taxes has not been shown as a
       charge, accrual or reserve in the Financial Statements;

       (c)    except as  disclosed  in this  agreement  and/or in the  schedules
       attached hereto,  except for any claims from or severance  obligations to
       John Pannozzo,  any Action,  whether  instituted or commenced prior to or
       after the Date of Closing, which relates to or arises from the conduct of
       the Business prior to the Closing Date;

       (d)    except as  disclosed  in this  agreement  and/or in the  schedules
       attached hereto,  except for any claims from or severance  obligations to
       John Pannozzo, the use, maintenance or operation of, and actions taken or
       admitted  to be taken in  connection  with,  the  Business  or any of the
       Corporation's  assets or the operations relating thereto,  which occurred
       during,  or arise from or are related to the period  prior to the Date of
       Closing to the extent  that the  claims  are  attributable  to the period
       prior to the Closing Date; and

       (e)    any claims from or severance  obligations to John Pannozzo against
       the  Corporation  or the  Purchaser  regardless  of when  such  claims or
       obligations  arise.  The Corporation  agrees to incur and pay for any and
       all obligations  that arise concerning John Pannozzo and the terminations
       of his employment at the Corporation. If the Corporation or the Purchaser
       incurs any costs  related to the  termination  of the  employment of John
       Pannozzo after the Effective Date, the Vendor shall immediately reimburse
       the  Corporation  and the Purchaser and the Corporation and the Purchaser
       shall  have the right to offset if any  amounts  are due to the Vendor by
       either the Corporation or the Purchaser.




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12.2   The  Purchaser  covenants  and agrees to indemnify  and save harmless the
Vendor  from  and  against  any and all  losses,  liabilities,  damages,  costs,
expenses,  interest,  penalties  and  claims  of any and every  kind  whatsoever
(including  legal and  accounting  fees incurred in connection  therewith and in
connection  with any claim under this Article 12) which at any time or from time
to time may be paid,  incurred or asserted against the Vendor with respect to or
as a result of any breach of or  non-compliance  with,  or untruth of any of the
representations,  warranties  or  covenants of the  Purchaser  contained in this
agreement, in any schedule hereto, in any documents to be executed and delivered
pursuant  to this  agreement  or in any  documents  executed  and  delivered  in
connection with the completion of the transaction contemplated herein.

12.3   The Purchaser or the Vendor, as the case may be, shall give notice to any
party (the "Indemnifier") liable to it or them pursuant to Section 12.1 or 12.2,
            -----------
as the case may be, as soon as  reasonably  possible  of any claims  asserted by
third parties for which the  Indemnifier  may be liable pursuant to this Article
12 and shall provide reasonable  particulars  thereof, and the Indemnifier shall
have the right,  at its sole expense,  to participate in any  negotiations  with
respect  thereto and to dispute and contest any such claims  provided that it so
notifies the party giving notice within ten (10) Business Days of receiving such
notice  and  furnishes  to the  party  giving  notice  such  security  or  other
assurances  as such party may  reasonably  request in  connection  therewith and
provided  further that such dispute is prosecuted or  negotiations  conducted by
the  Indemnifier in good faith and with due  diligence.  The party giving notice
will fully  cooperate with the Indemnifier and its solicitors in any proceedings
with  respect to any such  claims.  Provided  further that in the event that the
party giving notice shall be unable to obtain timely advice from the Indemnifier
with  respect to any such matter,  the party giving  notice shall be entitled to
deal with same in such manner as it, in the reasonable exercise of its judgment,
deems appropriate.

12.4   The Vendor's  obligation to indemnify  the Purchaser  shall only apply to
the  extent  that the  Claims  in  respect  of which  the  Vendor  has  given an
indemnity, in the aggregate, exceed $20,000;

12.5   The rights and benefits  provided in this Article 12 are  supplemental to
any other  rights,  actions or causes of action which may arise  pursuant to any
other part of this agreement.

12.6   The Vendor hereby waives any right,  whether arising at law or in equity,
to seek contribution,  cost recovery,  damages,  or any other recourse or remedy
from the Purchaser and the Corporation, and hereby release the Purchaser and the
Corporation  in respect of,  from and  against any and all losses,  liabilities,
damages, costs, expenses,  interest,  penalties and claims of any and every kind
whatsoever  with  respect  to those  matters  which  are the  subject  matter of
indemnification pursuant to Section 12.1 of this agreement.


ARTICLE 13 - NON-COMPETITION COVENANT
-------------------------------------

13.1   From and after the Time of Closing,  the Vendor covenants and agrees that
she shall not, without the prior written consent of the Purchaser:

       (a)    for a period  of four (4)  years  following  the Date of  Closing,
       directly or  indirectly,  in any manner  whatsoever  (except as expressly
       provided herein), including,  without limitation,  either individually or
       in partnership or jointly,  or in conjunction  with any other Person,  as




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       principal, agent, shareholder or in any other manner whatsoever, carry on
       or be engaged in any business  carried on within  Canada,  including  the
       Province of Ontario or the Province of Quebec,  which is competitive with
       all  or any  part  of  the  Business  (a  "Competitive  Business")  or be
                                                  ---------------------
       concerned with or interested in or lend money to,  guarantee the debts or
       obligations  of, or  permit  her name or any part  thereof  to be used or
       employed by any Person  engaged or concerned  with or  interested  in any
       Competitive Business;

       (b)    use  for  her own  purposes  any  information,  trade  secrets  or
       confidential data relating to the Business or the Corporation or divulge,
       disclose  or  communicate   any  such   information,   trade  secrets  or
       confidential data to any other Person;

       (c)    for a  period  of four (4)  years  following  the Date of  Closing
       solicit, interfere with or endeavour to entice away from the Purchaser or
       the  Corporation  any customer or any Person in the habit of dealing with
       the Corporation; and

       (d)    for a period  of four (4)  years  following  the Date of  Closing,
       interfere with, entice away or otherwise attempt to obtain the withdrawal
       of any employee of the Corporation, the Business or the Purchaser.

13.2   The Vendor hereby acknowledges and agrees that all restrictions contained
in this  Article  13 are  reasonable  and valid and all  defences  to the strict
enforcement  thereof by the  Purchaser  are hereby  waived.  The Vendor  further
acknowledges and agrees that the covenants  contained in Section 13.1 hereof are
intended to ensure that the Purchaser  receives the full benefit of the goodwill
of Business including,  without limitation,  the relationship of the Corporation
with  customers  of and  suppliers  to the  Business.  Furthermore,  the  Vendor
acknowledges  that a breach of any  provision of Section 13.1 hereof will result
in the Purchaser suffering  irreparable harm which cannot be calculated or fully
or adequately compensated by recovery of damages alone. Accordingly,  the Vendor
agrees that,  in addition to any other relief to which the  Purchaser may become
entitled,  the said party shall be entitled to interim and permanent  injunctive
relief, specific performance and other equitable remedies.


ARTICLE 14 - GENERAL CONTRACT PROVISIONS
----------------------------------------

14.1   The closing of the  transaction  contemplated  herein shall take place at
the Time of  Closing,  on the Date of Closing,  at the  offices of the  Vendor's
Solicitors at 250 University  Avenue,  Suite 700, Toronto,  Ontario,  or at such
other place as may be agreed to in writing by the parties hereto.

14.2   All  notices,  requests,  demands  or other  communications  by the terms
hereof  required or permitted to be given by one party to another shall be given
in writing by personal delivery or by facsimile  transmission  addressed to such
other party or delivered to such other party as follows:








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       (a)    to the Purchaser at:       1065 Creek Road
                                         Niagara-on-the-Lake, ON, L0S 1J0
                                         Attention: Al Burgio
                                         Facsimile No.: (416) 213-0755

              with a copy to:            The Law Firm of Taragh Bracken
                                         1921 Eglinton Ave. East, Suite 8A
                                         Toronto, ON
                                         Attention: Taragh Bracken
                                         Facsimile No.: 416-290-5491

       (b)    to the Vendor at:          Mary Penny
                                         65 Poplar Heights Drive
                                         Toronto, Ontario M9A 4Z3
                                         Facsimile No.: 416-241-2624

              with a copy to:            Shibley Righton LLP
                                         250 University Avenue, Suite 700
                                         Toronto, ON, M5H 3E5
                                         Attention: Peter Raytek
                                         Facsimile No.: 416-214-5400

or at such other address as may be given by any of them to the others in writing
from time to time, and such notices,  requests,  demands or other communications
shall be deemed to have been received when  delivered,  or, if sent by facsimile
transmission,  on the date of transmission  unless sent on a non-Business Day or
after 5:00 p.m. on a Business Day, in which case it shall be deemed to have been
received on the next Business Day following the day of such transmission.

14.3   Any tender of documents or money hereunder may be made upon the Vendor or
the  Purchaser  or their  respective  solicitors,  and money may be  tendered by
negotiable cheque from a bank within the meaning of the Bank Act (Canada).

14.4   The parties  hereto  covenant and agree to sign such other papers,  cause
such meetings to be held, resolutions passed and bylaws enacted,  exercise their
vote and  influence,  do and  perform  and cause to be done and  performed  such
further and other acts and things as may be  necessary  or desirable in order to
give full effect to this agreement and every part hereof.

14.5   This  agreement  shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein.

14.6   Except as otherwise  stated herein,  dollar  amounts  referred to in this
agreement shall be in Canadian funds.

14.7   All  words  and  personal  pronouns  relating  thereto  shall be read and
construed  as the number and gender of the party or parties  referred to in each
case require and the verb shall be construed as agreeing  with the required word
and/or pronoun.





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14.8   The division of this agreement into articles,  sections,  subsections and
schedules  is for  convenience  of  reference  only and  shall  not  affect  the
interpretation or construction of this agreement.

14.9   Each party shall be responsible  for its own legal and audit fees (except
that  the  Purchaser  has  agreed  to pay  $8,000  to the  Independent  Auditors
immediately  after the execution of this agreement  which shall be on account of
the audit of the Corporation's  financial statements for the year ended December
31, 2003 and the preparation of the Final Statements and for greater  certainty,
the balance for such  services  and all legal fees  incurred by the  Corporation
between the Effective Date and the Closing Date shall be paid by the Corporation
and such  amounts  shall be deemed to have been  incurred  as an  expense of the
Corporation  on or  before  the  Effective  Date and  therefore  part of the Net
Assumed  Liabilities for the purpose of calculating the Net Assumed Assets as at
the Effective Date) and other expenses  incurred in connection with the purchase
and sale of the Purchased Shares, the completion of the transaction contemplated
herein  and  any  post-closing   matters  in  connection  with  the  transaction
contemplated herein.

14.10  No obligation of any party  pursuant to this  agreement to use reasonable
efforts,  best  efforts or to attempt to obtain a consent,  approval  or waiver,
shall  obligate such party to make any payment to any person or pay an increased
rental  (except as provided  for herein) or other charge or fee or make or incur
any additional payment, guarantee or financial contribution or arrangement or to
institute legal or arbitration or other proceedings in connection therewith.

14.11  Time shall be of the essence of this  agreement and of every part hereof,
and no extension or variation  of this  agreement  shall  operate as a waiver of
this provision.

14.12  This agreement shall constitute the entire agreement  between the parties
hereto with respect to all of the matters herein and this agreement shall not be
amended except by a memorandum in writing  signed by all of the parties  hereto,
and any  amendment  hereof  shall be null and void and shall not be binding upon
any  party  which  has not  given  its  consent  as  aforesaid.  This  agreement
supersedes all prior agreements,  arrangements and understandings,  whether oral
or written, express or implied, with respect to the subject matter hereof.

14.13  No party hereto may assign this  agreement or any part hereof without the
prior written consent of the other party hereto.  Notwithstanding the foregoing,
the  Purchaser  may assign this  agreement  to an  Affiliate  before the Time of
Closing and on written notice to the Vendor provided that any such assignment by
the  Purchaser  shall not relieve the Purchaser  from any of its debts,  duties,
obligations and liabilities owed to the Vendor  including,  without  limitation,
under this agreement (for greater certainty,  the Purchaser shall be jointly and
severally liable with such transferee  Affiliate for the payment of the Purchase
Price  and  all  other  debts,  duties,  obligations  and  liabilities  of  such
transferee  Affiliate  owed  to the  Vendor).  Subject  to the  foregoing,  this
agreement  shall enure to the benefit of and be binding upon the parties  hereto
and their respective heirs, executors, administrators,  successors and permitted
assigns.

14.14  No public  announcements  shall be released or disclosure made concerning
the transaction  contemplated  herein by any party hereto without the consent of
the  others of them;  provided  that any  party  shall be  entitled  to make all
announcements, without any consent of the other but after making best efforts to
give  prior  notice  to the  others,  necessary  to  enable  it to  comply  with



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applicable law and with the rules of regulatory bodies having jurisdiction.  Any
party required by law or any regulatory body to file copies of this agreement or
any agreements  contemplated hereby shall do so only after having duly requested
confidential  treatment  thereof pursuant to any procedure that may be available
therefor.

14.15  The Purchaser and the Vendor agree that all  information  relating to the
Corporation  and the  Purchaser  and  those  with whom the  Corporation  and the
Purchaser have business  dealings and to their  respective  assets and legal and
financial condition obtained pursuant to this agreement is strictly confidential
and shall be used only for the purposes  provided for in this agreement.  In the
event that this  transaction  is  terminated  for any reason,  each party hereby
agrees to return all information  obtained in any type of medium,  including all
copies of any nature, and not to use such information for its own purposes or to
divulge such information to any third party.

14.16  In the event that any of the representations,  warranties or covenants or
any  portion  of them  contained  in this  agreement  are  unenforceable  or are
declared invalid for any reason whatsoever,  such unenforceability or invalidity
shall not affect the  enforceability  or the validity of the remaining  terms or
portions of this agreement,  and such  unenforceable or invalid  representation,
warranty or covenant or portion thereof shall be severable from the remainder of
this agreement.

14.17  If any dispute or question (a "Dispute")  shall arise between the Vendor,
                                      -------
on  the  one  hand,  and  the  Purchaser,  on the  other  hand,  concerning  the
interpretation of this agreement or any part thereof,  the parties shall attempt
in good faith to  resolve  such  Dispute.  If the  parties  have not agreed to a
settlement  of the  Dispute  within  thirty (30) days from the date on which the
Dispute  first became  known to both  parties,  then the parties  agree that the
Dispute shall be submitted to arbitration  pursuant to the Arbitration Act, 1991
(Ontario). Such Dispute shall not be made the subject matter of an action in any
court by any party unless the Dispute has first been  submitted  to  arbitration
and finally  determined in accordance  with the  provisions of Schedule  "14.17"
hereto,  and in such  event,  such  action  shall be  subject  to the  exclusive
jurisdiction  of the courts of the  Province  of Ontario and each of the parties
hereto hereby irrevocably attorns to the exclusive jurisdiction of the courts of
the Province of Ontario.  Any such action commenced thereafter shall only be for
the purpose of enforcing the decision of the arbitrator and the costs incidental
to the action.  In any such  action,  the  decision of the  arbitrator  shall be
conclusively  deemed to  determine  the rights and  liabilities  as between  the
parties to the arbitration in respect of the Dispute.

14.18  This  agreement  may be executed in several  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and  such  counterparts
together shall constitute one and the same agreement and  notwithstanding  their
date of  execution  shall be deemed to be  executed  on the date  first  written
above.  The  delivery  of an  executed  counterpart  copy of this  agreement  by
facsimile or telecopy shall be deemed to be the equivalent of the delivery of an
original executed copy thereof.

       IN WITNESS  WHEREOF the parties  hereto have duly executed this agreement
as of the 31st day of December, 2003.



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SIGNED, SEALED AND DELIVERED       )
         in the presence of:       )
                                   )  ------------------------------------------
                                   )  MARY PENNY
                                   )


                                      BURGIO FAMILY HOLDINGS INC.
                                      ---------------------------

                                      Per:                                   c/s
                                           -------------------------------------
                                           Al Burgio, President and Director













































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                                  SCHEDULE "A"
                                  ------------

                                    NEW LEASE
                                    ---------



-      5 year term from September 1, 2004 until August 31, 2009

-      net net rent of $150,000 per year












































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                                SCHEDULE "1.1(p)"
                                -----------------

                              FINANCIAL STATEMENTS
                              --------------------



















































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                                 SCHEDULE "5.9"
                                 --------------

                             DEFAULTS OF OBLIGATIONS
                             -----------------------




















































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                                 SCHEDULE "5.10"
                                 ---------------

                  CONTRACTS TO WHICH THE CORPORATION IS A PARTY
                  ---------------------------------------------



















































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                                 SCHEDULE "5.13"
                                 ---------------

                PAYMENTS MADE, AUTHORIZED OR ACCRUED TO ADVISORS
                ------------------------------------------------




















































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                                 SCHEDULE "5.16"
                                 ---------------

                         DESCRIPTION OF ANY INDEBTEDNESS
                         -------------------------------
                      OF THE CORPORATION TO THE SHAREHOLDER
                      -------------------------------------
                         AND OF ANY GUARANTEES GIVEN BY
                         ------------------------------
                                 THE CORPORATION
                                 ---------------


Shareholder Loan
----------------

BMO credit line
---------------












































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                                 SCHEDULE "5.19"
                                 ---------------

                          EMPLOYEES, EMPLOYEE CONTRACTS
                          -----------------------------
                           AND PARTICULARS OF EMPLOYEE
                           ---------------------------
                         COMPENSATION, INCLUDING PENSION
                         -------------------------------
                                AND BENEFIT PLANS
                                -----------------

















































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                                 SCHEDULE "5.21"
                                 ---------------

                              INTELLECTUAL PROPERTY
                              ---------------------

Trademarks:
-----------

       1)     Donna
       2)     Loretta
       3)     Palm
       4)     ??????
       5)     ??????

Trade Names:
------------

       1)     Loretta Foods
       2)     Donna Importing Co.
       3)     Palm Spices
       4)     ???????
       5)     ???????

Licensing Agreements:
---------------------

       1)     NHL
       2)     Molson
       3)     Labatt
       4)     Motts
       5)     ?????????


























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                                 SCHEDULE "5.22"
                                 ---------------

                               PRODUCT WARRANTIES
                               ------------------




















































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                                 SCHEDULE "5.28"
                                 ---------------

                               NET ASSUMED ASSETS
                               ------------------




















































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                                SCHEDULE "7.2(q)"
                                -----------------

                        FORM OF NON-COMPETITION COVENANT
                        --------------------------------
                            TO BE GIVEN BY JOHN PENNY
                            -------------------------

I, John  Penny,  in  consideration  of $10.00  now paid to me by  Loretta  Foods
Limited  ("Loretta")  and  for  other  good  and  valuable   consideration  (the
           -------
sufficiency and receipt of which I hereby irrevocably acknowledge), covenant and
agree that I will not, without the prior written consent of Loretta:

(a)    for a period of two (2) years  following  December 31, 2003,  directly or
indirectly,  in any manner  whatsoever  (except as expressly  provided  herein),
including, without limitation, either individually or in partnership or jointly,
or in conjunction with any other Person, as principal,  agent, shareholder or in
any other manner  whatsoever,  carry on or be engaged in any business carried on
within  Canada,  including  the  Province of Ontario or the  Province of Quebec,
which is competitive with all or any part of Loretta's business as it existed on
December 31, 2003 (a "Competitive  Business") or be concerned with or interested
                      ---------------------
in or lend money to,  guarantee the debts or obligations  of, or permit his name
or any part  thereof to be used or employed by any Person  engaged or  concerned
with or interested in any Competitive Business;

(b)    use for my own purpose any  information,  trade  secrets or  confidential
data  relating  to  Loretta's  business  or  Loretta  or  divulge,  disclose  or
communicate  any such  information,  trade secrets or  confidential  data to any
other Person; and

(c)    for a period of two (2)  years  following  December  31,  2003,  solicit,
interfere  with or  endeavour  to entice away from  Loretta any  customer or any
Person in the habit of dealing with Loretta; and

(d)    for a period of two (2) years  following  December  31,  2003,  interfere
with,  entice away or otherwise attempt to obtain the withdrawal of any employee
of Loretta.

I hereby  acknowledge and agree that all  restrictions  contained in hereinafter
are reasonable and valid and all defences to the strict  enforcement  thereof by
Loretta  are hereby  waived.  Furthermore,  I  acknowledge  that a breach of any
provision of hereinafter will result in Loretta suffering irreparable harm which
cannot be calculated or fully or adequately  compensated  by recovery of damages
alone.  Accordingly,  I agree that,  in  addition  to any other  relief to which
Loretta  may become  entitled,  the said party  shall be entitled to interim and
permanent injunctive relief, specific performance and other equitable remedies.













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As used herein, "Person" means any individual, partnership, limited partnership,
corporation,   joint  venture,   association,   joint  stock   company,   trust,
unincorporated organization or a government or an agency thereof.

IN WITNESS  WHEREOF I have  hereunto  executed  this  agreement  this ___ day of
March, 2004, in the presence of the witness whose signature is subscribed below.


SIGNED, SEALED AND DELIVERED       )
         in the presence of:       )

                                   )
------------------------------     )  ------------------------------------------
Witness                            )  John Penny








































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                                SCHEDULE "14.17"
                                ----------------

                                   ARBITRATION
                                   -----------

(a)    The  arbitral  tribunal  shall  consist  of one  arbitrator  who shall be
appointed  by mutual  agreement  of the  parties  or, in the event of failure to
reach agreement within 10 days following  delivery of the notice of arbitration,
either party may apply to a judge of the Superior Court of Justice of Ontario to
appoint an  arbitrator.  The  arbitrator  shall be qualified  by  education  and
training to pass upon the particular matter to be decided.

(b)    The parties shall instruct the arbitrator  that time is of the essence in
proceeding with his determination of any dispute, claim, question or difference.

(c)    The  parties  agree  that  the  party  which  is  not  successful  in the
arbitration  shall pay the expenses and fees of the arbitrator,  the expenses of
the shorthand  reporter,  the cost of transcripts  and the hearing room and both
parties'  respective  costs  of  preparing  and  presenting  its  own  case  and
witnesses.  The arbitrator shall not have jurisdiction to make an award of costs
with respect to the arbitration except in accordance with the foregoing.

(d)    All  documents,  reports,  exhibits and  information  disclosed by either
party or its experts in the arbitration  shall be treated by the other party and
the arbitrator as confidential  and shall not be used for any purpose other than
the arbitration. The arbitration award and the reasons therefor shall be treated
by both parties and the arbitrator as confidential and shall not be used for any
purpose other than the arbitration.

(e)    The  arbitration  shall be conducted in English and shall take place at a
convenient location in the City of Toronto to be determined by the arbitrator.





























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                              ASSIGNMENT AGREEMENT
                              --------------------


THIS  AGREEMENT  dated as of March 5, 2004 between  Burgio Family  Holdings Inc.
---------------
(the "Transferor") and LF Acquisition Corp. (the "Transferee").

WHEREAS the Transferor (as purchaser) and Mary Penny (as vendor)  entered into a
-------
share  purchase   agreement   dated  December  31,  2003  (the  "Share  Purchase
Agreement") dealing with the capital stock of Loretta Foods Limited.

NOW  THEREFORE  FOR  GOOD AND  VALUABLE  CONSIDERATION  RECEIVED  BY EACH OF THE
--------------------------------------------------------------------------------
PARTIES, THE PARTIES AGREE AND THIS AGREEMENT WITNESSES THAT:
-------------------------------------------------------------

       1.     The  Transferor  hereby  assigns and transfers unto the Transferee
              all   rights,   warranties,   representations,   obligations   and
              liabilities of the Transferor  under the Share Purchase  Agreement
              and the Transferee hereby accepts and assumes same.

       2.     The  Transferee  hereby  agrees  to be  bound  by  the  terms  and
              conditions of the Share  Purchase  Agreement as if the  Transferee
              had originally been the purchaser thereunder.

       3.     The Transferor hereby agrees and acknowledges that it shall remain
              jointly and severally  liable with the Transferee  under the Share
              Purchase Agreement and under all closing documents.

IN WITNESS  WHEREOF,  the parties  hereto have duly executed and delivered  this
-------------------
Agreement as of the date first above written.


                                            LF ACQUISITION CORP.
                                            --------------------



                                            -----------------------------
                                            Al Burgio, President




                                            BURGIO FAMILY HOLDINGS INC.
                                            ---------------------------



                                            -----------------------------
                                            Al Burgio, President





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                                  SCHEDULE "B"
                                  ------------

          PROPOSED VOTING POWERS, RIGHTS, DESIGNATIONS, PREFERENCES AND
          -------------------------------------------------------------
                    QUALIFICATIONS OF CLASS A PREFERRED STOCK
                    -----------------------------------------


All dollar amounts referred to in this Schedule "B" are Canadian Dollars.

The Purchaser and the Parent shall, on or before Closing,  approve the following
voting powers,  rights,  designations,  preferences and  qualifications  of such
Class A Preferred Stock:

     1.   Designation  and  Amount.  There shall be a class of  Preferred  Stock
designated  as "Class A Preferred  Stock" and the number of shares  constituting
such class of Preferred Stock shall be unlimited.
                                       ---------

     2.   Par Value.  Each share of Class A  Preferred  Stock  shall have no par
value.

     3.   Rank. All shares of Class A Preferred Stock shall rank prior,  both as
to payment of  dividends  and as to  distributions  of assets upon  liquidation,
dissolution or winding up of the Corporation,  whether voluntary or involuntary,
to all of the  Corporation's  now or hereafter  issued common stock (the "Common
Stock").

     4.   Dividends. The holders of Class A Preferred Stock shall be entitled to
receive, out of the net profits of the Corporation, dividends at the annual rate
of $0.045 per share per annum payable quarterly (calendar quarterly) by the 15th
day of the month following the quarterly period and accruing until paid starting
and assessed beginning the first full calendar quarter following  issuance.  The
amount of dividends  payable shall be computed on the basis of a 360 day year of
four 90 day  quarters.  The Common  Stock is entitled to all  remaining  profits
which the Board of  Directors  may  determine  to  distribute  to the holders of
Common Stock as  dividends,  subject to any future  designations  regarding  the
remainder of the unissued Preferred Stock.

     No dividends or other distributions, other than dividends payable solely in
shares of Common Stock of the Corporation  ranking junior as to dividends and as
to liquidation rights to the Class A Preferred Stock shall be declared,  paid or
set apart for payment on any shares of Common Stock unless and until all accrued
and unpaid  dividends of Class A Preferred Stock shall have been paid and/or set
apart for payment.

     Any  reference to  "distribution"  contained in this Section 4 shall not be
deemed to include any  distribution  made in  connection  with any  liquidation,
dissolution or winding up of the Corporation whether voluntary or involuntary.

     5.   Liquidation Preference. In the event of a liquidation,  dissolution or
winding up of the Corporation,  whether voluntary or involuntary, the holders of
Class A  Preferred  Stock  shall be entitled to receive out of the assets of the
Corporation, whether such assets are stated capital or surplus of any nature, an
amount  equal  to the  dividends  accumulated  thereon  to  the  date  of  final
distribution  to such  holders  which have not prior  thereto  been paid without
interest,  and a sum equal to $1.00 per share,  before any payment shall be made
or any assets  distributed to the holders of Common Stock, or any other class or
series of the Corporation's capital stock. All of the remaining net assets shall



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<PAGE>






belong to and be distributed  among the holders of the Common Stock,  subject to
any future designations regarding the remainder of the unissued Preferred Stock.
Neither a consolidation  or merger of the Corporation  with another  corporation
nor a sale or  transfer  of all or part of the  Corporation's  assets  for cash,
securities or other  property will be considered a  liquidation,  dissolution or
winding up of The Corporation.

     6.   Redemption  at  Option  of the  Corporation.  The  Corporation  is not
entitled to redeem the Class A Preferred Stock.

     7.   Retraction  at the  Option  of the  Holder.  Each  share  of  Class  A
Preferred  Stock shall be  retractable,  after seven (7) years, at the option of
the holder  thereof  at $1.00 per share  plus,  in each case,  an amount in cash
equal to all  dividends  on the  Class A  Preferred  Stock  accrued  and  unpaid
thereon,  pro rata to the date fixed for retraction (such sum being  hereinafter
referred to as the "Retraction Price").

     Not less than  Thirty  (30) days and not more than Sixty (60) days prior to
the retraction date notice by first class mail, postage prepaid,  shall be given
to the Corporation.  Each such notice of retraction shall specify the date fixed
for retraction and the Retraction Price.  Payment will be made upon presentation
and surrender of the shares of the Class A Preferred Stock and that on and after
the retraction date, dividends will cease to accumulate on such shares.

     Any  notice  which is  mailed  as  herein  provided  shall be  conclusively
presumed  to have  been duly  given,  whether  or not the  holder of the Class A
Preferred  Stock receives such notice;  and failure to give such notice by mail,
or any  defect in such  notice,  to the  holders of any  shares  designated  for
retraction  shall not affect the validity of the  proceedings for the retraction
of any other shares of the Class A Preferred  Stock. On or before the date fixed
for  retraction  as stated in such notice,  each holder of the shares called for
retraction  shall  surrender  the  certificate  evidencing  such  shares  to the
Corporation at the registered head office of the Corporation and shall thereupon
be entitled to receive  payment of the  Retraction  Price.  If less than all the
shares  represented by any such  surrendered  certificate  are retracted,  a new
certificate  shall be issued  representing the shares not retracted.  If, on the
date fixed for retraction, funds necessary for the retraction shall be available
therefor   and  shall  have  been   irrevocably   paid  to  the  holder,   then,
notwithstanding  that the  certificates  evidencing  any  shares so  called  for
retraction  shall not have been  surrendered,  the dividends with respect to the
shares so called shall cease to accrue after the date fixed for retraction,  the
shares shall no longer be deemed outstanding, the holders thereof shall cease to
be stockholders,  and all rights whatsoever with respect to the shares so called
for retraction  (except the right of the holders to receive the Retraction Price
without interest upon surrender of their certificates therefor) shall terminate.

     The shares of Class A Preferred Stock shall not be subject to the operation
of any purchase, retirement or sinking fund.

     7.   Conversion.  The  shares  of  Class A  Preferred  Stock  shall  not be
convertible at the option of the holder thereof.

     8.   Voting Rights.




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     a.   General.  The  shares of Class A  Preferred  Stock  shall not have any
voting rights regarding any corporation business except that solely and directly
affecting  the existence  and rights and  obligations  of such Class A Preferred
Stock.

     b.   Class Voting Rights.  In addition to voting rights  provided above, so
long as the Class A Preferred Stock is outstanding,  the Corporation  shall not,
without  the  affirmative  vote or consent  of the  holders of at least one half
(1/2) of all outstanding  Class A Preferred Stock voting  separately as a class,
amend, alter or repeal (by merger or otherwise) any provision of the Certificate
of Incorporation or the By-Laws of the Corporation,  as amended, so as adversely
to affect the  relative  rights,  preferences,  qualifications,  limitations  or
restrictions of the Class A Preferred Stock.

     9.   Outstanding  Shares.  All shares of the Class A Preferred Stock issued
shall be  deemed  outstanding  except  (i) from the date  fixed  for  retraction
pursuant to Section 7 hereof,  all shares of Class A  Preferred  Stock that have
been so called for retraction under Section 7 hereof;  and (ii) from the date of
registration  of  transfer,  all shares of the Class A  Preferred  Stock held of
record by the Corporation.

     10.  Preemptive  Rights. The Class A Preferred Stock is not entitled to any
preemptive  or  subscription   rights  in  respect  of  any  securities  of  the
Corporation.

     11.  Severability of Provisions.  Whenever possible,  each provision hereof
shall be interpreted  in a manner as to be effective and valid under  applicable
law, but if any  provision  hereof is held to be  prohibited by or invalid under
applicable law, such provision  shall be ineffective  only to the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining  provisions  hereof. If a court of competent  jurisdiction  should
determine  that a provision  hereof would be val1d or enforceable if a period of
time were  extended or shortened or a particular  percentage  were  increased or
decreased,  then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable law.

     12.  Future  Preferred Stock Issues.  The Corporation may issue one or more
additional  classes of  Preferred  Stock  without  the consent of the holders of
Class A Preferred Stock,  provided,  however, that the rights and preferences of
such subsequent classes of preferred stock as to liquidation, dividends, voting,
redemption,  and registration rights shall not be superior to those of the Class
A Preferred Stock.
















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                                 SCHEDULE "5.11"
                                 ---------------

                              INTELLECTUAL PROPERTY
                              ---------------------


Loretta Trademarks:
-------------------

     (i)  "Loretta" - Canadian Trademark, which is active;

               WARES:

               (1)  Food seasoning and spices;  canned tomato products - namely,
               plum tomatoes,  crushed tomatoes,  tomato paste, tomato puree and
               spaghetti sauce; canned olives; rice.
               (2)  Dried vegetables; canned fish.
               (3)  Canned vegetables; canned mushrooms.
               (4)  Canned fruit.
               (5)  Dried fruits.
               (6)  Snack  items  -  namely,  sunflower  seeds,  pumpkin  seeds,
               roasted chickpeas, pistachio nuts, pine nuts, peanuts and popping
               corn; cake decorations and edible nuts.
               (7)  Food extracts and oils; simulated bacon bits.
               (8)  Canned meat.
               (9)  Jams and  marmalades;  fruit drinks - namely,  peach,  pear,
               apricot and mandarin orange fruit drinks; fruit nectars.
               (10) Grated cheese.
               (11) Croutons; tea.
               (12) Flour, corn meal, semolina.
               (13) Table salt; pickling salt

     (ii) "Donna" - Canadian Trademark, which is active;

               WARES: Spices; seasonings; tomato paste

     (iii) "B.B.Q Plus" - Canadian Trademark, which is active;

               WARES: Food seasoning and spices

     (iv) "Palm Spices" - Canadian Trademark, which is active;

               WARES: Spices; seasonings

     (v)  "Sports Nuts" - Canadian Trademark, which is active;

               WARES: Edible nuts

     (vi) "Original Treasures" Canadian Trademark, which is non-active;

               WARES: Confections, namely: chocolate covered candy, jelly beans,
               jube jubes,  hard candy,  peanut candy,  assorted  flavour candy,
               soft candy, wine gums, sour candy,  licorice candy,  sweet candy,
               mint candy, bubble gum candy.






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Corporation3 Trademarks:
------------------------

     (vii)  "Rich'n Moist" - baking mixes Trademark, which is active;

     (viii) "Puddin" - pudding powders Trademark, which is inactive;

     (ix)   "Jelly" - jelly powders Trademark, which is inactive;

     (x)    "The Ultimate Pie Filling" - pie filling Trademark, which is
            inactive;

     (xi)   "Rich `n Fluffy" - Trademark, which is active;

     (xii)  "1st Prize" - flour Trademark, which is active; and

     (xiii) "County Fair" - flour Trademark, which is inactive.





































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                                 SCHEDULE "5.14"
                                 ---------------

                                   VENDOR LOAN
                                   -----------


                                SECURED DEBENTURE
                                -----------------


$1,778,884.00 Canadian Dollars                              Mississauga, Ontario
                                                            March 5th, 2004



FOR VALUE RECEIVED,  LF Acquisition  Corp., (the "Debtor") whose address is 2405
                                                  ------
Lucknow Dr., Mississauga, Ontario, L5S 1H9, on or after March 5th, 2004 promises
to pay to the order of Burgio Family  Holdings  Inc.,  (the  "Lender"),  at 1065
                                                              ------
Creek Rd.,  Niagara-on-the-Lake,  Ontario, L0S 1J0 or at such other place as may
be designated by Lender in writing, the principal sum equalling the total amount
of the business loan provided by Lender for the Debtor, which at the date hereof
totals  $1,778,884.00  ($1,773,884.00 cash and $5000.00 in legal and PPSA fees).
Principal and Interest payments are due as follows:

     (a)  each  Quarterly  Payment  on June  5th,  2004,  September  5th,  2004,
          December 5th, 2004, March 5th, 2005, September 5th, 2005, and December
          5th, 2005;

     (b)  the Final Payment on or before the Maturity Date; and

     (c)  upon any default of payment as  aforesaid or any other  default  under
          the General  Security  Agreement,  the whole of the  principal  moneys
          remaining unpaid together with interest.

     Interest shall be paid to the Lender by the Debtor, with the first interest
payment due on the First Payment Date, on the unpaid  principal  balance thereof
at a rate of ten-percentum (10%) per annum, unless any Event of Defaults occurs.
If an Event of Default  occurs,  the Debtor shall have 10 calendar  days to cure
such default,  after which,  the Debtor shall  commence  paying  interest to the
Lender on the unpaid principal  balance thereof at the rate of fifteen percentum
(15%) per annum initiating from the date of initial default.  Both principal and
interest are payable in lawful money of the Canada.

     Any  amount of the Loan may be repaid  at the  option of the  Debtor at any
time and from  time to time in whole or in part  upon not more  than 10 days and
not less than 5 days prior notice upon payment in each case,  in addition to the
principal, of accrued and unpaid interest to the date of repayment.

     The  obligations  set out in this Secured  Debenture  shall be secured by a
loan and general security agreement (the "General Security  Agreement") dated as
of March 5th,  2004 made  between the Debtor and the  Lender.  Until the General
Security  Agreement is executed and delivered this Secured  Debenture  shall set
forth the  entire  agreement  between  the  Debtor  and the  Lender.  Thereafter



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reference  shall be made to the General  Security  Agreement and all instruments
supplemental  thereto or in  implementation  thereof  for a  description  of the
rights of the Lender and the Debtor  under  this  Secured  Debenture  and of the
terms and conditions  upon which this Secured  Debenture is issued and held, all
to the same effect as if the  provisions of the General  Security  Agreement and
such instruments  supplemental thereto or in implementation  thereof were herein
set forth, to all of which provisions the holder of this Secured  Debenture,  by
acceptance hereof, assents.

     All  statements,  representations,  covenants  and  agreements  made by the
Debtor in the General Security  Agreement and in this Secured Debenture are made
and intended only for the purpose of binding the property secured by the General
Security  Agreement and  establishing the existence of rights and remedies which
can be exercised and enforced against such property.  Nothing  contained in this
Secured  Debenture  shall be  construed to prohibit or to limit the exercise and
enforcement in accordance  with the terms of the General  Security  Agreement of
the Lender's rights and remedies  against the secured  property nor to discharge
the indebtedness of the Debtor under this Secured Debenture.

     Unless otherwise defined, all initially capitalized terms used herein shall
have the following meanings:

          "Loan" means the loan of $1,778,884.00  which the Lender has agreed to
           ----
          provide to the Debtor;

          "Maturity  Date"  means,  until  the  General  Security  Agreement  is
           --------------
          executed and delivered, the demand of the Lender and, thereafter March
          4th, 2006;

          "Quarterly  Payment"  means  the  amount  of five  thousand  and sixty
           ------------------
          Canadian  dollars  and  eleven  cents  ($29,472.10),  when paid to the
          Lender  by  the  Debtor,  shall  constitute  an  interest  payment  of
          $29,472.10;

          "Final  Payment"  means the amount of one  million  eight  hundred and
           --------------
          eight  thousand  three hundred and fifty six Canadian  dollars and ten
          cents  ($1,808,356.10),  when paid to the Lender by the Debtor,  shall
          constitute an interest  payment of $29,472.10 and a principal  payment
          of $1,778,884.00 that will thereby reduce the unpaid principal balance
          of the Loan by said amount; and

          "First Payment Date" means June 5th, 2004.
           ------------------

     The Debtor  hereby  waives  demand,  presentation  for  payment,  notice of
non-payment, protests and notice of protests for this Secured Debenture.

     The Debtor  acknowledges  that he or she has had  independent  legal advice
regarding the execution of this Secured Debenture, or has been advised of his or
her respective right to obtain  independent legal advice, and has had sufficient
time to read and review this Secured Debenture, and if he or she has not in fact
obtained  independent  legal  advice,  acknowledges  herewith  that  he  or  she




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understands  the  contents  of  this  Secured  Debenture  and  that he or she is
executing the same  voluntarily  and without  pressure from the other parties or
anyone on their behalf.

     IN WITNESS WHEREOF the Debtor has caused its corporate seal to be hereunder
affixed and this Secured Debenture to be signed by its authorized  officer as of
March 5th, 2004.


                                            LF ACQUISITION CORP.
                                            --------------------

                                            Per:
                                                   -----------------------------
                                                   Name:    Al Burgio
                                                   Title:   President

                                            I have authority to bind the Debtor



                                            BURGIO FAMILY HOLDINGS INC.
                                            ---------------------------

                                            Per:
                                                   -----------------------------
                                                   Name:    Al Burgio
                                                   Title:   President

                                            I have authority to bind the Lender






























Page 74 of 75 -  Share Purchase Agreement                     Initial
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                                SCHEDULE "14.17"
                                ----------------

                                   ARBITRATION
                                   -----------


(a)  The  arbitral  tribunal  shall  consist  of one  arbitrator  who  shall  be
appointed  by mutual  agreement  of the  parties  or, in the event of failure to
reach agreement within 10 days following  delivery of the notice of arbitration,
either party may apply to a judge of the Superior Court of Justice of Ontario to
appoint an  arbitrator.  The  arbitrator  shall be qualified  by  education  and
training to pass upon the particular matter to be decided.

(b)  The parties shall  instruct the  arbitrator  that time is of the essence in
proceeding with his determination of any dispute, claim, question or difference.

(c)  The parties agree that the party which is not successful in the arbitration
shall pay the expenses and fees of the arbitrator, the expenses of the shorthand
reporter,  the cost of  transcripts  and the  hearing  room  and  both  parties'
respective  costs of preparing and presenting  its own case and  witnesses.  The
arbitrator shall not have jurisdiction to make an award of costs with respect to
the arbitration except in accordance with the foregoing.

(d)  All documents,  reports, exhibits and information disclosed by either party
or its  experts in the  arbitration  shall be treated by the other party and the
arbitrator as confidential  and shall not be used for any purpose other than the
arbitration.  The arbitration award and the reasons therefor shall be treated by
both parties and the  arbitrator as  confidential  and shall not be used for any
purpose other than the arbitration.

(e)  The  arbitration  shall be  conducted  in English and shall take place at a
convenient location in the City of Toronto to be determined by the arbitrator.
























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