Exhibit 10.1

# AMENDED AND RESTATED
INTELLECTUAL PROPERTY PURCHASE AGREEMENT

This
AMENDED AND RESTATED INTELLECTUAL PROPERTY PURCHASE AGREEMENT is entered into effective
the 17th day of July 2008 (this Agreement), by and between Almadoro Minerals
Corp., a Nevada corporation (the Company) and Michael Stemple, an individual
(the Seller).

# RECITALS

WHEREAS,
the Company desires to purchase certain intellectual property assets of the Seller and the
Seller desires to sell such assets to the Company on the terms and conditions set forth in
this Agreement.

NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in
consideration of the representations, warranties, and covenants herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:

|1. | Purchase
and Sale
|-- | -----------------

Assets
to Be Transferred. On the terms and subject to the conditions set forth in this
Agreement, the Seller hereby sells, assigns, transfers, conveys and delivers to the
Company, and the Company hereby purchases and assumes from the Seller, free and clear of
all liens, claims and encumbrances, all of the Sellers right, title and interest in
and to all of the Intellectual Property set forth on Schedule A to this Agreement (the
Purchased Assets).

Purchase
Price. The Purchase Price shall be paid by the Company to Seller simultaneous with the
execution hereof by wire transfer of immediately available funds. The Purchase
Price shall be a cash payment in the aggregate amount of five thousand dollars
($5,000).

Not
Applicable.

1.4  
Closing.    Subject to the terms and conditions of this Agreement, the sale and
purchase of the Purchased Assets and the assumption of the Assumed Liabilities
contemplated by this Agreement shall take place at a closing (the Closing) to
be held at the offices of Schlueter & Associates, P.C., 1050 17th Street,
Suite 1750, Denver, Colorado 80265 (or such other place as the Seller and Company may
agree), at 10:00 a.m., Denver, Colorado time, on the date hereof (the Closing
Date).

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|2. | Representations
and Warranties of the Company
|-- | ---------------------------------------------

The
Company represents and warrants to the Seller as of the date hereof, that:

2.1
  Organization
and Qualification.   The Company is a corporation duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the state of Nevada,
with the requisite power and authority to own and use its properties and assets and to
carry on its business as currently conducted. The Company is not in violation of any of
the provisions of its articles of incorporation or bylaws.

2.2  
Authorization; Enforcement.   The Company has the requisite corporate power and
authority to conduct its business as it is currently being conducted. The execution and
delivery of this Agreement and the consummation by it of the transactions contemplated
hereby require no further consent or action by the Company.

2.3  
No Conflicts.   The execution, delivery and performance of this Agreement by the
Company and the consummation by the Company does not and will not: (i) conflict with or
violate any provision of the Companys articles of incorporation or bylaws, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time or both) of
any agreement, credit facility, debt or other instrument (evidencing a Company debt or
otherwise) or other understanding to which the Company is a party or by which any property
or asset of the Company is bound or affected, or (iii) will not result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority as currently in effect to which the Company is subject
(including federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected.

2.4  
Filings, Consents and Approvals.   The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority or other
person in connection with the execution, delivery and performance by the Company of this
Agreement.

2.5  
Independent Investigation.

(a)       
          The Company is an informed and sophisticated participant in the transactions
          contemplated hereby. The Company acknowledges that the Seller makes no
          representation or warranty as to the value of or revenues obtainable from
          ownership of the Purchased Assets.

(b)       
          The Company acknowledges that it and its representatives and agents have been
          permitted full and complete access to the Purchased Assets and any and all
          information the Company and its representatives and agents have desired or
          requested to see and/or review, and that the Company and its representatives and
          agents have had a full opportunity to meet with or discuss via telephone with
          the Seller to discuss the Purchased Assets and Assumed Liabilities.

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2.6  
Brokers.   The Company has not incurred, not will the Company incur directly or
indirectly, any liability for brokerage or finders fees or agents commissions
or any similar charges in connection with this Agreement or any transaction contemplated
hereby.

|3. | Representations
and Warranties of the Seller
|-- | --------------------------------------------

The
Seller represents and warrants to the Company as of the date hereof, that:

3.1  
 Authorization.  
This Agreement has been duly executed by Seller, and when delivered by Seller in
accordance with the terms hereof, will constitute the valid and legally binding obligation
of Seller, enforceable against him in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors
rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.

3.2  
Authorization; Enforcement.   The execution and delivery of this Agreement and
the consummation by it of the transactions contemplated hereby require no further
consent or action by the Seller.

3.3  
No Conflicts.   The execution, delivery and performance of this Agreement by the
Seller and the consummation by the Seller does not and will not: (i) conflict with, or
constitute a default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of any agreement, credit
facility, debt or other instrument (evidencing a Seller debt or otherwise) or other
understanding to which the Seller is a party or by which any property or asset of the
Seller is bound or affected, or (ii) will not result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority as currently in effect to which the Seller is subject (including
federal and state securities laws and regulations), or by which any property or asset of
the Seller is bound or affected.

3.4  
Filings, Consents and Approvals.   The Seller is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority or other
person in connection with the execution, delivery and performance by the Seller of this
Agreement.

3.5  
Brokers.   The Seller has not incurred, not will the Seller incur directly or
indirectly, any liability for brokerage or finders fees or agents commissions
or any similar charges in connection with this Agreement or any transaction contemplated
hereby.

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3.6  
Purchased Assets.

| | (a)       
               Exhibit A is an accurate and complete list of the Purchased Assets. Seller owns
               and possesses all right, title and interest in the Purchased Assets (free and
               clear of any lien, claim, encumbrance, security interest, license, or other
               restriction). No written claim by any third party contesting the validity,
               enforceability, use or ownership of any of the Purchased Assets has been made
               against Seller or, to the knowledge of Seller, is threatened. The Purchased
               Assets contains no trade secret or confidential information misappropriated from
               a third party. To the knowledge of Seller, Seller has not infringed upon,
               misappropriated, or otherwise come into conflict with any patent intellectual
               property rights of third parties. Seller has not received any charge, complaint,
               claim, demand or notice alleging any such interference, infringement,
               misappropriation or violation (including any claim that the Seller must license
               or refrain from using any intellectual property rights of any third party
               relating to the Purchased Assets). To the knowledge of the Seller, no third
               party has interfered with, infringed upon, misappropriated or otherwise come
               into conflict with any intellectual property rights of the Purchased Assets.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               With respect to each item of Intellectual Property included in the Purchased
               Assets:
| | -----------------------------------------------------------------------------------------------------------------------------

(i)       
          each item is free from any outstanding injunction, judgment, order, decree,
          ruling or charge;

(ii)        no
action, suit, proceeding, hearing, investigation, charge, complaint, claim or
          demand is pending or, to the knowledge of the Seller is threatened which
          challenges the legality, validity, enforceability, use or ownership of the
item;           and

(iii)       
          there is no currently enforceable agreement by Seller to indemnify any customer
          for or against any interference, infringement or misappropriation of any third
          partys intellectual property.

|4. | Covenants
and Agreements
|-- | ------------------------

4.1  
Expenses.   Except as otherwise specifically provided herein, the Company on the one
hand and Seller on the other hand shall bear their respective fees, costs and expenses
incurred in connection with the preparation, execution and performance of this Agreement
and all related documents contemplated hereby and the transactions contemplated hereby and
thereby, including all fees and expenses of their representatives and Agents.

4.2  
Public Announcements.   Any press release, public announcement or similar publicity
by the Parties with respect to this Agreement shall be subject to the prior consent of the
other Party, which consent shall not be unreasonably withheld, unless such communication
is required to be made by law or pursuant to the rules and regulations of the Securities
and Exchange Commission or an equivalent agency.

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4.3  
Further Action.   Each party, at the request of the other party, shall execute such
documents and take such further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated hereby. From time to
time after the Closing, the Company shall prepare all documents and the Company and Seller
shall take all actions reasonably necessary to further the sale and assignment of the
Purchased Assets to the Company hereunder.

4.4  
Survival of the Representations and Warranties.   The representations and warranties
and covenants set forth in Sections 2, 3 and 4 of this Agreement shall survive the Closing
until the expiration of twenty-four (24)months from the Closing Date. No claim for
indemnity with respect to breaches of representations and warranties may be brought by any
party hereto, other than a claim for fraud or intentional misrepresentation, after
expiration of the applicable survival period therefore as set forth in this Section 4.4.

4.5  
Investigation.   The representations, warranties, covenants and agreements set forth
in this Agreement shall not be affected or diminished in any way by any investigation (or
failure to investigate) at any time by or on behalf of the party for whose benefit such
representations, warranties, covenants and agreements were made. All statements contained
herein or in any schedule, certificate, exhibit, list or other document required to be
delivered pursuant hereto, shall be deemed to be representations and warranties for
purposes of this Agreement; provided, that any knowledge or materiality qualifications
contained herein shall be applicable to such other documents.

4.6  
Full Access and Information; Confidentiality.   Seller has given to the Company and
its representatives full access to Sellers properties, books, records, contracts and
commitments (collectively the Records) relating to the Purchased Assets, as
the Company has reasonably requested, and the Company has furnished to Seller and its
representatives all such information and documents relating to the Company as Seller
reasonably requested. Except as provided for herein, each of the Parties will treat, and
will cause its representatives to treat, all information that they received in connection
with the transaction contemplated herein, if not in the public domain, as confidential.

4.7  
Indemnification by the Seller.  From and after the Closing Date, the Seller shall
indemnify, defend and hold harmless the Company from and against any Losses incurred or
suffered as a result of or arising from:

| | (a)       
               any breach of the representations or warranties of the Seller set forth in
               Article 3; or
| | ---------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               the breach of any covenant, agreement or other obligation of the Seller set
               forth in this Agreement.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

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4.8  
Indemnification by the Company

| | (a)                             From
and after the Closing Date, the Company shall indemnify, defend and hold
               harmless the Seller from and against any Losses incurred or suffered as a
result                of or arising from:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)                                   any
breach in any representation or warranty of the Company set forth in           Article 2;
or
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                                   the
breach of any covenant, agreement or other obligation of the Company set           forth
in this Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)                             From
and after the Closing Date, the Company shall indemnify, defend and hold
               harmless the Seller from and against any Losses incurred or suffered as a
result                of or arising from the Assumed Liabilities.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.9  
Indemnity Procedure.   A party or parties hereto agreeing to be responsible for or to
indemnify against any matter pursuant to this Agreement is referred to herein as the
Indemnifying Party and the other party or parties claiming indemnity is
referred to as the Indemnified Party.

| | (i)                             An
Indemnified Party under this Agreement shall, with respect to claims asserted
               against such party by any third party, give written notice to the
Indemnifying                Party of any liability which might give rise to a claim for
indemnity under this                Agreement within thirty (30) calendar days of the
receipt of any written claim                from any such third party, but not later than
twenty (20) days prior to the date                any answer or responsive pleading is
due, and with respect to other matters for                which the Indemnified Party may
seek indemnification, give prompt written notice                to the Indemnifying Party
of any liability which might give rise to a claim for                indemnity; provided,
however, that any failure to give such notice will not                waive any rights of
the Indemnified Party except to the extent the rights of the                Indemnifying
Party are materially prejudiced.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)                             The
Indemnifying Party shall have the right, at its election, to take over the
               defense or settlement of such claim by giving written notice to the
Indemnified                Party at least fifteen (15) days prior to the time when an
answer or other                responsive pleading or notice with respect thereto is
required. If the                Indemnifying Party makes such election, it may conduct
the defense of such claim                through counsel of its choosing (subject to the
Indemnified Partys                approval of such counsel, which approval shall
not be unreasonably withheld),                shall be solely responsible for the
expenses of such defense and shall be bound                by the results of its defense
or settlement of the claim. The Indemnifying Party                shall not settle any
such claim without prior notice to and consultation with                the Indemnified
Party, and no such settlement involving any equitable relief or                which
might have an adverse effect on the Indemnified Party may be agreed to
               without the written consent of the Indemnified Party (which consent shall
not be                unreasonably withheld). So long as the Indemnifying Party is
diligently                contesting any such claim in good faith, the Indemnified Party
may pay or settle                such claim only at its own expense and the Indemnifying
Party will not be                responsible for the fees of separate legal counsel to
the Indemnified Party,                unless the named parties to any proceeding include
both parties and                representation of both parties by the same counsel would
be inappropriate. If                the Indemnifying Party does not make such election,
or having made such election                does not, in the reasonable opinion of the
Indemnified Party proceed diligently                to defend such claim, then the
Indemnified Party may (after written notice to                the Indemnifying Party), at
the expense of the Indemnifying Party, elect to take                over the defense of
and proceed to handle such claim in its discretion and the                Indemnifying
Party shall be bound by any defense or settlement that the                Indemnified
Party may make in good faith with respect to such claim. In                connection
therewith, the Indemnifying Party will fully cooperate with the
               Indemnified Party should the Indemnified Party elect to take over the
defense of                any such claim.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (iii)                             The
parties agree to cooperate in defending such third party claims and the
               Indemnified Party shall provide such cooperation and such access to its
books,                records and properties as the Indemnifying Party shall reasonably
request with                respect to any matter for which indemnification is sought
hereunder; and the                parties hereto agree to cooperate with each other in
order to ensure the proper                and adequate defense thereof.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)                             With
regard to claims of third parties for which indemnification is payable
               hereunder, such indemnification shall be paid by the Indemnifying Party
upon the                earlier to occur of: (i) the entry of a judgment against the
Indemnified Party                and the expiration of any applicable appeal period, or
if earlier, five (5) days                prior to the date that the judgment creditor has
the right to execute the                judgment; (ii) the entry of an unappealable
judgment or final appellate decision                against the Indemnified Party; or
(iii) a settlement of the claim.                Notwithstanding the foregoing, provided
that there is no dispute as to the                applicability of indemnification, the
reasonable expenses of counsel to the                Indemnified Party shall be
reimbursed on a current basis by the Indemnifying                Party if such expenses
are a liability of the Indemnifying Party. With regard to                other claims for
which indemnification is payable hereunder, such                indemnification shall be
paid promptly by the Indemnifying Party upon demand by                the Indemnified
Party.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Miscellaneous.
|-- | --------------

6.1  
Entire Agreement.   This Agreement, together with the exhibits attached hereto,
contain every obligation and understanding between the parties relating to the subject
matter hereof and merges all prior discussions, negotiations, agreements and
understandings, both written and oral, if any, between them, and none of the parties shall
be bound by any conditions, definitions, understandings, warranties or representations
other than as expressly provided or referred to herein.

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6.2  
Notices.   Any notice or other communication or deliveries under this Agreement shall
be in writing and delivered personally or sent by certified mail, return receipt
requested, postage prepaid, or sent by prepaid overnight courier to the parties. Any
notices sent to the parties shall be at the addresses below:

| | If
to the Seller at:
| | --------------------

| | Michael
Stemple          14405 W. Colfax Ave., Suite 104          Lakewood, Colorado 80403
| | ------------------------------------------------------------------------------------------

| | If
to the Company at:
| | ---------------------

| | Almadoro
Minerals Corp.          9620 Williams Road          Richmond          British Columbia,
Canada V7A IH2
| | ---------------------------------------------------------------------------------------------------------------

6.3  
Waivers and Amendments.   This Agreement may be amended, superseded, canceled,
renewed or extended, and the terms hereof may be waived, only by a written instrument
signed by the Company and the Seller or, in the case of a waiver, by the party waiving
compliance. No delay on the part of any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any such right, power or privilege, nor any single or partial exercise of any such
right, power or privilege, preclude any further exercise thereof or the exercise of any
other such right, power or privilege.

6.4  
Governing Law/Venue.   All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and construed and
enforced in accordance with the internal laws of the State of Nevada, without regard to
the principles of conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts in Denver, Colorado. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts in Denver, Colorado, for the
adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is improper or
inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to
it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit
in any way any right to serve process in any manner permitted by law. The parties hereby
waive all rights to a trial by jury.

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6.5  
Construction.   The headings herein are for convenience only, do not constitute a
part of this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

6.6  
Successors and Assigns.   This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors, heirs, personal representatives,
legal representatives, and permitted assigns.

6.7  
No Third-Party Beneficiaries.   This Agreement is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other person or entity.

6.8  
Counterparts.   This Agreement may be executed in several counterparts and shall
constitute one Agreement, binding on all parties hereto, notwithstanding that all parties
are not signatory as to other original or the same counterpart. Facsimile signatures are
acceptable.

6.9  
Severability.   If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and
provisions of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute provision in
this Agreement.

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IN
WITNESS WHEREOF,the Company and Seller have duly executed this Agreement, all as of
the date first written above.

| |                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| | SELLER:
Michael Stemple/s/ Michael Stemple
Michael Stemple, an individualTHE COMPANY:ALMADORO MINERALS CORP./s/ Michael Stemple
Michael Stemple, President

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