Filed by Automated Filing Services Inc. (604) 609-0244 - Arvana Inc. - Exhibit 10.1






 

 

BRULEX – CONSULTADORIA ECONOMICA E MARKETING LTDA. 

 

and 

 

TURINCO, INC. 

 

and 

 

HALLOTEL DEUTSCHLAND GmbH 

 

 

	 
	SHARE PURCHASE AGREEMENT 
	 
	August 9, 2006
	 


 

Lang Michener LLP 




TABLE OF CONTENTS 

	 	  	Page 
	 	  	  
	PART 1 DEFINITIONS AND INTERPRETATION 	1 
	 	  	  
	 	DEFINITIONS 	1 
	 	SCHEDULES 	5 
	 	INTERPRETATION 	5 
	 	  	  
	PART 2 PURCHASE AND SALE 	6 
	 	  	  
	 	PURCHASE AND SALE OF BCH BEHEER SHARES 	6 
	 	PURCHASE PRICE 	6 
	 	PRICE ADJUSTMENT FOR CAPITAL INVESTMENTS AND COMMISSIONS
      	6 
	 	CLOSING 	7 
	 	ISSUANCE OF THE PURCHASER SHARES 	7 
	 	ADDITIONAL TRADING RESTRICTION 	8 
	 	ESCROW OF SHARES 	8 
	 	TRANSACTION FEE 	8 
	 	  	  
	PART 3 REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE
      VENDOR 	9 
	 	  	  
	 	REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE VENDOR
      	9 
	 	SURVIVAL 	12 
	 	  	  
	PART 4 REPRESENTATIONS AND WARRANTIES IN RESPECT
      OF HALLOTEL AND ITS AFFILIATES 	12 
	 	  	  
	 	REPRESENTATIONS AND WARRANTIES IN RESPECT OF HALLOTEL AND
      ITS AFFILIATES 	12 
	 	OTHER REPRESENTATIONS 	21 
	 	RELIANCE 	21 
	 	SURVIVAL 	21 
	 	  	  
	PART 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
      	21 
	 	  	  
	 	REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE PURCHASER
      	21 
	 	OTHER REPRESENTATIONS 	23 
	 	RELIANCE 	23 
	 	SURVIVAL 	24 
	 	  	  
	PART 6 PRE-CLOSING COVENANTS 	24 
	 	  	  
	 	CONDUCT OF BUSINESS 	24 
	 	ACCESS TO RECORDS 	26 
	 	EXCLUSIVE DEALINGS 	26 
	 	FEES AND EXPENSES 	26 
	 	  	  
	PART 7 PURCHASER’S CONDITIONS PRECEDENT 	26 
	 	  	  
	 	PURCHASER’S CONDITIONS 	26 
	 	WAIVER 	27 
	 	  	  
	PART 8 VENDOR’S CONDITIONS PRECEDENT 	28 
	 	  	  
	 	VENDOR’S CONDITIONS 	28 
	 	WAIVER 	29 
	 	  	  
	PART 9 CLOSING 	29 
	 	  	  
	 	CLOSING DATE AND LOCATION 	29 
	 	VENDOR’S CLOSING DOCUMENTS 	29 
	 	PURCHASER’S CLOSING DOCUMENTS 	31 
	 	WITHHOLDING TAX 	32 
	 	  	  
	PART 10 TERMINATION 	32 







- ii - 

	 	TERMINATION RIGHTS 	32 
	 	EFFECT OF TERMINATION 	32 
	 	  	  
	PART 11 INDEMNITIES 	33 
	 	  	  
	 	INDEMNIFICATION OF PURCHASER 	33 
	 	INDEMNIFICATION OF THE VENDOR 	33 
	 	LIMITATIONS 	34 
	 	EXCLUSIVE REMEDY 	34 
	 	INDEMNIFICATION PROCEDURES FOR THIRD PARTY CLAIMS 	35 
	 	  	  
	PART 12 DISPUTE RESOLUTION 	36 
	 	  	  
	 	SUBMISSION TO ARBITRATION 	36 
	 	PLACE OF ARBITRATION 	36 
	 	ACCEPTANCE AND IMPLEMENTATION 	36 
	 	LEGAL PROCEEDINGS 	36 
	 	EXCLUSIONS 	36 
	 	  	  
	PART 13 POST-CLOSING COVENANTS 	36 
	 	  	  
	 	NON-COMPETITION 	36 
	 	NON-SOLICITATION 	37 
	 	REMEDIES 	37 
	 	MODIFICATION 	37 
	 	RELEASE FROM GUARANTEES 	37 
	 	POST-CLOSING INFORMATION 	38 
	 	  	  
	PART 14 GENERAL 	38 
	 	  	  
	 	GOVERNING LAW AND ATTORNMENT 	39 
	 	NOTICES 	39 
	 	TIME OF ESSENCE 	41 
	 	PUBLIC NOTICES 	41 
	 	PUBLIC DISCLOSURE 	41 
	 	ENTIRE AGREEMENT 	41 
	 	WAIVER AND CONSENT 	41 
	 	SEVERABILITY 	42 
	 	AMENDMENTS 	42 
	 	FURTHER ASSURANCES 	42 
	 	ASSIGNMENT 	42 
	 	ENUREMENT 	42 
	 	COUNTERPARTS 	43 







SHARE PURCHASE AGREEMENT 

THIS AGREEMENT is made effective as of August 9, 2006,

AMONG: 


  
    
      
        BRULEX – CONSULTADORIA ECONOMICA E 

          MARKETING LTDA., a Madeira corporation with an address at
          Rua da Algondega nr. 13, Madeira, Portugal

        (the “Vendor”) 

      

    

  



AND: 


  
    
      
        TURINCO, INC., a Nevada corporation with an
          address at 2610 – 1066 West Hastings Street, Vancouver, British
          Columbia, Canada V6E 3X2 

        (the “Purchaser”) 

      

    

  



AND: 


  
    
      
        HALLOTEL DEUTSCHLAND GMBH, a German limited
          liability company with an address at Otto-Hahn-Straße 8, 63225
          Langen, Reg-Nr 04/058, Germany

        (“Hallotel”) 

      

    

  



WHEREAS: 

(A)                The
Vendor owns all outstanding shares of BCH Beheer; 

(B)               
BCH Beheer owns the Hallotel Shares; and 

(C)               
The Purchaser wishes to purchase control over the Hallotel Shares from the
Vendor on the terms and subject to the conditions set out in this Agreement.


THIS AGREEMENT WITNESSES THAT the Parties, intending to
be legally bound, covenant and agree as follows: 

PART 1 

DEFINITIONS AND INTERPRETATION 

Definitions 

1.1               
In this Agreement, including the recitals and schedules, the following words and
phrases have the following meanings: 




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(a)          
“Affiliate” means any officer, director, shareholder or employee of a
company or any member of the immediate family (limited to a spouse, parent or
child) of any such officer, director, shareholder or employee, and any
corporation meeting the definition of Affiliate as set out in the Business
Corporations Act (British Columbia); 

(b)          
“Assets” means all property or assets of any nature or kind, whether real
property or personal property, tangible or intangible; 

(c)          
“BCH Beheer” means BCH Beheer B.V., a Dutch BV corporation, Oudegracht
202, 1811 CR Alkmaar, Holland; 

(d)          
“BCH Beheer Shares” means all outstanding shares of BCH Beheer; 

(e)          
“Business Day” means any day other than a Saturday, Sunday or public
holiday in Vancouver, British Columbia or Langen, Germany; 

(f)          
“Calculation Date” has the meaning set out in §2.2(b);

(g)          
“Cash Payment” has the meaning set out in §2.2(b); 

(h)          
“Closing” means the completion of the purchase and sale of the BCH Beheer
Shares on the terms and subject to the conditions contained in this Agreement;


(i)          
“Closing Date” means the date of Closing, as determined in accordance
with §2.4 of this Agreement; 

(j)          
“Company” means Hallotel and each of its Affiliate corporations; 

(k)          
“Confidential Information” has the meaning set out in §13.1(a); 

(l)          
“Employees and Contractors” means all individuals who are full-time,
part-time or temporary employees or individuals engaged on contract to provide
employment or similar services in respect of a Company; 

(m)          
“Encumbrance” means any lien, claim, charge, pledge, hypothecation,
security interest, mortgage, title retention agreement, option, assignment,
license or other encumbrance or adverse claim of any nature or kind whatsoever;


(n)          
“Exchange Act” means the United States Securities Exchange Act of 1934,
as amended;“ 

(o)          
Financial Statements” means the audited financial statements of Hallotel
attached as Schedule 1 that are required to be filed by the Purchaser with the
SEC in accordance with its reporting obligations under the Exchange Act as a
result of the Closing, which audited financial statements include, without
limitation, financial statements for the years ended December 31, 2005 and 2004
prepared in accordance with GAAP and including (i) audited balance sheets as at
December 31, 2005 and 2004, (ii) related statements of income, cash flows and
changes in shareholder’s equity for the 




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fiscal years ended December 31, 2005
and 2004, (iii) notes to the financial statements, and (iv) the audit report of
an auditor registered with the United States Public Company Accounting Oversight
Board and acceptable to the United States Securities and Exchange
Commission;

(p)          
“GAAP” means United States generally accepted accounting principles. All
determinations of an accounting nature in respect of a Company will be made in a
manner consistent with GAAP and past practice with no changes in the method of
application of the Company’s accounting policies or changes in the method of
applying the Company’s use of estimates; 

(q)          
“Government Entity” means (i) any international, multinational, national,
federal, provincial, state, municipal, local or other government or public
department, central bank, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) any subdivision or authority of any
of the foregoing, or (iii) any quasi-government or private body, in each case,
having jurisdiction on behalf of any nation, province, territory, state or other
geographic subdivision thereof and exercising any regulatory, judicial,
legislative, expropriation or taxing authority; 

(r)          
“Hallotel Shares” means all outstanding shares in the capital of
Hallotel; 

(s)          
“Hazardous Substances” means contaminants, pollutants, dangerous
substances, liquid wastes, industrial wastes, hauled liquid wastes, toxic
substances, hazardous wastes, hazardous materials, or hazardous substances as
defined in or pursuant to, and in quantities or levels which exceed standards or
criteria in effect under, any law, judgment, decree, order, injunction, rule,
statute and regulation of any arbitrator or Government Entity by or to which a
Company or its business or Assets are bound or subject; 

(t)          
“Intellectual Property” means, in respect of a Person, all patents
(including utility patents, design patents, registered industrial designs,
utility models and certificates of addition), patent applications, copyright,
trade marks (including trade names, business names and service marks),
semiconductor topography rights, information rights in computer software and
databases, internet domain names, know-how, trade secrets, other similar
instruments or rights, whether registered or unregistered, and all rights in
relation to any of the foregoing which are recognized in any jurisdiction, of
the Person; 

(u)          
“Material Contracts” means the following agreements, whether oral or
written, to a Company is a party, which are currently in effect, and which
relate to the operation of the Company’s business: (i) collective bargaining
agreement or contract with any labor union; (ii) bonus, pension, profit sharing,
retirement or other form of deferred compensation plan; (iii) hospitalization
insurance or other welfare benefit plan or practice, whether formal or informal;
(iv) stock purchase or stock option plan; (v) contract for the employment of any
officer, individual employee or other person on a full-time or consulting basis
or relating to severance pay for any such person; (vi) confidentiality
agreement; (vii) contract, agreement or understanding relating to the voting of
the Company’s capital stock or the election of directors; (viii) agreement or
indenture relating to the borrowing of money or to mortgaging, pledging or
otherwise 




- 4 - 

placing a lien on any of the assets of
the Company; (ix) guaranty of any obligation for borrowed money or otherwise;
(x) lease or agreement under which a Company is lessee of, or holds or operates
any property, real or personal, owned by any other party, for which the annual
rental exceeds €25,000; (xi) lease or agreement under which a Company is lessor
of, or permits any third party to hold or operate, any property, real or
personal, for which the annual rental exceeds €25,000; (xii) contract which
prohibits the Company from freely engaging in business anywhere in the world;
(xiii) license agreement or agreement providing for the payment or receipt of
royalties or other compensation by a Company in connection with its intellectual
property rights; (xiv) contract or commitment for capital expenditures in excess
of €25,000; (xv) agreement for the sale of any capital asset; (xvi) contracts,
understandings, arrangements or commitments with respect to the acquisition
and/or use by a Company of in connection with its intellectual property rights
listed; or (xvii) other agreement which is either material to the Company’s
business or was not entered into in the ordinary course of business; 

(v)          
“Party” means each party to this Agreement individually and
“Parties” mean each Party collectively; 

(w)          
“Person” includes an individual, corporation, limited liability
corporation, unlimited liability company, body corporate, partnership, limited
partnership, joint venture, association, trust or unincorporated organization or
any trustee, executor, administrator or other legal representative thereof or
any other entity (including a Government Entity); 

(x)          
“Promissory Note” means an interest free promissory note of Turinco for
€250,000 being in the form attached as Schedule 2; 

(y)          
“Purchase Price” has the meaning ascribed to it in §2.2; 

(z)          
“Purchaser SEC Filings” has the meaning ascribed to it in §5.1(b);

(aa)         “Purchaser
Shares” has the meaning ascribed to it in §2.2;

(bb)        
“Purchaser’s Closing Documents” means the closing documents set forth in
§9.3 to be delivered by the Purchaser on or before the Closing Date; 

(cc)         
“SEC” means the United States Securities and Exchange Commission; 

(dd)     
    “Securities Act” means the United States Securities
Act of 1933, as amended; and 

(ee)         
“Vendor’s Closing Documents” means the closing documents set forth in
§9.2 to be delivered by the Vendor and Hallotel on or before the Closing Date.





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Schedules 

1.2               
The following schedules are attached to, form part of, and are hereby
incorporated by reference into this Agreement: 

Schedule 1 – Financial Statements 

Schedule 2 – Promissory Note 

Schedule 3 – Post-Closing Information


Interpretation 

1.3                    
In this Agreement, including the recitals and schedules, except as otherwise
expressly provided herein: 

(a)          
“this Agreement” means this Share Purchase Agreement, including the schedules
hereto, as it may from time to time be supplemented or amended; 

(b)          
the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Part, clause,
subclause or other subdivision or schedule; 

(c)          
the singular of any term includes the plural and vice versa and the use of any
term is equally applicable to any gender and where applicable to a body
corporate; 

(d)          
the word “including” is not limiting (whether or not non-limiting language such
as “without limitation” or “but not limited to” or other words of similar import
are used with reference thereto); 

(e)          
all accounting terms not otherwise defined in this Agreement have the meanings
assigned to them in accordance with GAAP; 

(f)          
the phrase “to the best of the knowledge of” or phrases of similar import in
respect of a particular Person means to the actual knowledge, information and
belief of such Person after making due enquiries to enable the Person to make
the statement or disclosure and in respect of a Person that is a corporation
means to the actual knowledge, information and belief of a senior executive of
such corporation, after due inquiry; 

(g)           a
reference to a Part is to a Part of this Agreement, and the symbol § followed by
a number or some combination of numbers and letters refers to the section,
paragraph, subparagraph, clause or subclause of this Agreement so designated;


(h)          
the headings to the Parts and clauses of this Agreement are inserted for
convenience only and do not form a part of this Agreement and are not intended
to interpret, define or limit the scope, extent or intent of this Agreement or
any provision hereof; 




- 6 - 

(i)          
any reference to a corporate entity includes and is also a reference to any
corporate entity that is a successor to such entity; and 

(j)          
the representations, warranties, covenants and agreements contained in this
Agreement will not merge at the Closing and will continue in full force and
effect from and after the Closing Date for the applicable period set out in this
Agreement. 

PART 2 

PURCHASE AND SALE 

Purchase and Sale of BCH Beheer Shares 

2.1               
In reliance on the representations and warranties, and on the terms and subject
to the conditions contained in this Agreement, at the Closing, the Purchaser
will purchase from the Vendor, and the Vendor will sell, assign and transfer to
the Purchaser, all outstanding BCH Beheer Shares, free and clear of all
Encumbrances. 

Purchase Price 

2.2               
Subject to the provisions of §2.3, the total purchase price payable by the
Purchaser to the Vendor for the BCH Beheer Shares will be €5,000,000 (the
“Purchase Price”), payable by way of

(a)          
the issue of 3,541,700 shares of common stock of the Purchaser (the
“Purchaser Shares”), 

(b)          
the payment of €500,000 (the “Cash Payment”), and 

(c)          
the issue of the Promissory Note in principal amount of €250,000,

provided that the Promissory Note will not be payable and will
be deemed cancelled if the information required to be delivered under §13.6(a)
is not delivered when required and if delivered does not materially conform with
information provided to the Purchaser as of the date of this Agreement. 

Price Adjustment for Capital Investments and Commissions


2.3               
  The Purchase Price will be increased 

(a)          
  by the purchase price actually paid by Hallotel for any telephony technology
  hardware or software assets acquired after October 19, 2005 and before the Closing
  Date that are required for the provision of established Hallotel services to
  its customers;

(b)          
any actual commissions paid by Hallotel to its sales persons in respect of
carrier pre-select sign-ups on net new customers after October 19, 2005 and
before the Closing 




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Date, provided that at under the compensation
  policies of Hallotel these commissions are at the Closing Date 

(i)          
  no longer reimbursable to Hallotel by, or 

(ii)          have
  been recovered by Hallotel from, 

those sales persons to whom the commissions
  where paid, and any adjustment to the Purchase Price will be calculated within
  90 Business Days of the Closing Date (the “Calculation Date”)
  and will be paid in Euros according to the percentage allocation set out in
  §2.2,

(iii) 
       in the case of an adjustment under §(a) and
§(b)(ii), within five Business Days after the Calculation Date, and 

(iv)         in the case
of an adjustment under §(b)(i), five Business Days after the final day that any
commission paid by Hallotel is no longer reimbursable to Hallotel. 

Closing 

2.4               
  The Closing will take place on the date that is five business days after the
  Purchaser has delivered notice to the Vendor that the Purchaser is prepared
  to complete the Closing, provided that in no event will the Closing Date be
  later than August 31, 2006. 

Issuance of the Purchaser Shares 

2.5               
The Vendor acknowledges and agrees that the Purchaser Shares will be offered and
sold to the Vendor without such offer and sale being registered under the
Securities Act and will be issued to the Vendor in an offshore transaction
outside of the United States in accordance with a safe harbour from the
registration requirements of the Securities Act provided by Rule 903 of
Regulation S of the Securities Act based on the representations and warranties
of the Vendor in this Agreement. As such, the Vendor further acknowledges and
agrees that the Purchaser Shares will, upon issuance, be “restricted securities”
within the meaning of the Securities Act. The Vendor acknowledges and agrees
that all certificates representing the Purchaser Shares will be endorsed with
the following legend, or such similar legend as deemed advisable by legal
counsel for the Purchaser, to ensure compliance with Regulation S of the
Securities Act and to reflect the status of the Purchaser Shares as restricted
securities: 


  
    “THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”),
      AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT.
      SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
      TO AN EFFECTIVE REGISTRATION UNDER THE ACT, 

  






- 8 - 


  
    OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
      UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
      CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” 

  



The Vendor acknowledges that the Purchaser Shares may not be
  offered, resold, pledged or otherwise transferred except through an exemption
  from registration under the Securities Act or pursuant to an effective registration
  statement under the Securities Act and in accordance with all applicable state
  securities laws and the laws of any other jurisdiction. The Vendor agrees to
  resell the Purchaser Shares only in accordance with the provisions of Regulation
  S of the Securities Act, pursuant to registration under the Securities Act,
  or pursuant to an available exemption from registration pursuant to the Securities
  Act. The Vendor agrees that the Company may refuse to register any transfer
  of the Purchaser Shares not made in accordance with the provisions of Regulation
  S of the Securities Act, pursuant to registration under the Securities Act,
  pursuant to an available exemption from registration. The Vendor agrees that
  the Purchaser may require the opinion of legal counsel reasonably acceptable
  to the Purchaser in the event of any offer, sale, pledge or transfer of any
  of the Purchaser Shares by the Vendor pursuant to an exemption from registration
  under the Securities Act.

Additional Trading Restriction 

2.6               
Notwithstanding the provisions of §2.5, the Vendor agrees that it will not sell,
directly or indirectly, any of the Purchaser Shares or permit the transfer of
any of the shares of the Vendor, or any economic interest therein, until one
year after the Closing Date. Thereafter the Vendor will be entitled to sell
those shares, and to permit the transfer of its shares, subject to any
applicable trading restrictions imposed by law. 

Escrow of Shares 

2.7               
In support of and security for the representations, warranties, covenants and
indemnities provided under this Agreement by the Vendor and Hallotel, the Vendor
agrees to deposit the Purchaser Shares in escrow with the Purchaser. Unless a
claim is made by the Purchaser under this Agreement, the Purchaser Shares will
be released from escrow 12 months after the Closing Date. If a claim is made by
the Purchaser, the Purchaser Shares will be released on a final resolution of
that claim.

Transaction Fee 

2.8               
The Purchaser will pay a transaction fee of 58,300 shares of common stock of the
Purchaser to Pittler GmbH (or its assignee) and 150,000 shares of common stock
of the Purchaser to Valorinvest Ltd. (or its assignee). All shares of common
stock issued will be “restricted securities” and will be endorsed with the
legend set forth in §2.5. Delivery of the shares will be subject to the
execution of an appropriate form of Regulation S investment agreement by Pittler
GmbH and Valorinvest Ltd. (or their assigns), which will include agreements set
forth above in §2.5 and representations and warranties as necessary to establish
that the issuance of shares will be completed in reliance of Rule 903 of the
Securities Act.




- 9 - 

PART 3 

REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE VENDOR


Representations and Warranties in Respect of the Vendor


3.1               
The Vendor represents and warrants to the Purchaser that, as at both the
effective date of this Agreement and the Closing Date, 

(a)          
Capacity – the Vendor has all necessary legal right and capacity to
execute and deliver this Agreement, to transfer the legal and beneficial title
and ownership of the BCH Beheer Shares owned by the Vendor to the Purchaser, to
perform all of the Vendor’s obligations hereunder and to comply with the terms
and provisions of this Agreement, and this Agreement constitutes a valid and
binding obligation of the Vendor in accordance with its terms, 

(b)          
No Approvals Required – no authorization, approval, order, license permit
or consent of any Government Entity nor the registration, declaration or filing
by the Vendor with any such Government Entity is required in order for the
Vendor 

(i)           to
execute and deliver this Agreement or any other agreement, certificate or
instrument to be executed or delivered by the Vendor pursuant to or contemplated
by this Agreement, 

(ii)          to
incur the obligations expressed to be incurred by the Vendor pursuant to this
Agreement, or 

(iii)         to duly
perform and observe the terms and provisions of this Agreement, 

(c)          
No Conflict – the Vendor is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, statute, regulation, order,
judgment, decree or law which would be violated, contravened or breached by, or
under which any default would occur or which gives rise to a requirement to
obtain any authorization, consent, approval or waiver from any third Person as a
result of, and there are no actions, claims, suits, litigation, investigations
or proceedings pending or threatened against or affecting the Vendor which would
prevent 

(i)          
the execution and delivery by the Vendor of this Agreement or any other
agreement, certificate or instrument to be executed or delivered by the Vendor
pursuant to or contemplated by this Agreement, or 

(ii)          the
performance by the Vendor of its obligations pursuant to, or the observance by
the Vendor of any of the terms and provisions of, this Agreement, 

(d)          
No Other Agreements – no Person (other than the Purchaser) has any
agreement, option or right, present or future, contingent, absolute or capable
of becoming an agreement, option or right, or which with the passage of time or
the occurrence of any event could become an agreement, option or right, to




- 10 - 

(i)          
require the Vendor to, sell, transfer, assign or otherwise dispose of the BCH
Beheer Shares, or

(ii)          require
BCH Beheer or Hallotel to issue any additional shares in their capital, 

(e)          
No Fees Payable – with the exception of the fees payable under §2.8, no
broker, investment banker, financial advisor or other Person is entitled to any
broker’s, finder’s, financial advisor’s or other similar fee or commission, or
the reimbursement of expenses, in connection with the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of the Vendor,


(f)          
Title to Shares – the Vendor holds an indirect interest in the Hallotel
Shares as follows:

(i)          
the Vendor owns and has good and marketable title to 100% of the outstanding
shares of BCH Beheer as the legal and beneficial owner thereof, free of all
Encumbrances;

(ii)          BCH
Beheer owns and has good and marketable title to 100% of the outstanding shares
of Hallotel as the legal and beneficial owner thereof, free of all Encumbrances;
and 

(iii)         the
outstanding shares of BCH Beheer and Hallotel are not subject to any
voting trust agreement or other agreement relating to ownership, voting,
dividend rights or their disposition, 

(g)          
Company Assets – the Vendor does not have any right or interest in or to
any Intellectual Property or other Asset owned by or used by Hallotel in its
business as presently conducted or as currently proposed by Hallotel to be
conducted, 

(h)          
Bankruptcy – neither the Vendor nor BCH Beheer has made an assignment in
favour of its creditors or a proposal in bankruptcy to its creditors or any
class thereof, and no petition for a receiving order has been presented in
respect of the Vendor or BCH Beheer. Neither the Vendor nor BCH Beheer has
initiated proceedings with respect to a compromise or arrangement with their
respective creditors. No receiver or interim receiver has been appointed in
respect of the Vendor or BCH Beheer, or any of their respective undertakings,
property or assets (including the BCH Beheer Shares and the Hallotel Shares) and
no execution or distress has been levied on any of their undertakings, property
or assets, nor have any proceedings been commenced in connection with any of the
foregoing, 

(i)          
Legal Advice – the Vendor acknowledges and agrees that Lang Michener LLP,
the solicitors for the Purchaser, have acted as counsel only to the Purchaser
and that the Purchaser’s solicitors are not protecting the rights and interests
of any other Party and that the Vendor has had the opportunity to seek and were
not prevented from seeking independent legal advice before the execution and
delivery of this Agreement and all other agreements, certificates or instruments
to be executed or delivered by the Vendor 




- 11 - 

pursuant to or contemplated by this
Agreement. If the Vendor did not avail itself of the opportunity to seek
independent legal advice before signing this Agreement, the Vendor did so
voluntarily without any undue pressure and agrees that such failure to obtain
independent legal advice will not be used by the Vendor as a defence to the
enforcement by the Purchaser of the obligations of the Vendor under this
Agreement or such other agreements, certificates or instruments,

(j)          
Residency of the Vendor – the Vendor is for tax purposes a resident of
Madeira, Portugal, 

(k)          
Not a U.S. Person – the Vendor is not a “U.S. Person” as defined by
Regulation S of the Securities Act, as set forth below, and is not acquiring the
Purchaser Shares for the account or benefit of a U.S. Person. A “U.S. Person” is
defined by Regulation S of the Act to be any person who is (a) any natural
person resident in the United States; (b) any partnership or corporation
organized or incorporated under the laws of the United States; (c) any estate of
which any executor or administrator is a U.S. person; (d) any trust of which any
trustee is a U.S. person; (e) any agency or branch of a foreign entity located
in the United States; (f) any non-discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized,
incorporate, or (if an individual) resident in the United States; and (g) any
partnership or corporation if (i) organized or incorporated under the laws of
any foreign jurisdiction; and (ii) formed by a U.S. person principally for the
purpose of investing in securities not registered under the Act, unless it is
organized or incorporated, and owned, by accredited Subscribers as defined in
Section 230.501(a) of the Act who are not natural persons, estates or trusts,


(l)          
No Offer in the U.S. – the Vendor was not in the United States at the
time the offer to purchase the Purchaser Shares was received or at the time this
Agreement was executed, 

(m)          
Status as a Sophisticated Purchaser – the Vendor has such knowledge,
sophistication and experience in business and financial matters such that it is
capable of evaluating the merits and risks of the investment in the Purchaser
Shares. The Vendor has evaluated the merits and risks of an investment in the
Purchaser Shares. The Vendor can bear the economic risk of this investment, and
is able to afford a complete loss of this investment,

(n)          
Acquisition for Investment – the Purchaser Shares to be issued to the
Vendor will be acquired by the Vendor for investment for the Vendor’s own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Vendor has no present intention
of selling, granting any participation in, or otherwise distributing the same.
The Vendor does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Purchaser Shares, 

(o)          
Information Regarding the Purchaser – the Vendor has had full opportunity
to ask questions and receive answers from representatives of the Purchaser
regarding the business, properties, prospects and financial condition of the
Purchaser, each as is 




- 12 - 

necessary to evaluate the merits and
risks of investing in the Purchaser Shares. The Vendor believes it has received
all the information it considers necessary or appropriate for deciding whether
to purchase the Purchaser Shares. The Vendor has had full opportunity to discuss
this information with the Vendor’s legal and financial advisers before execution
of this Agreement, and

(p)          
Reliance by Purchaser on Representations – the Vendor acknowledges that
the Purchaser will rely on these representations in completing the issuance of
the Purchaser Shares to the Vendor. 

Survival 

3.2               
The representations and warranties of the Vendor contained in this Agreement
will survive the Closing and continue in full force and effect for a period of
12 months after the Closing Date, except for such representations and warranties
contained in§3.1(d) and §3.1(f), which will have no time limitation. 

PART 4 

REPRESENTATIONS AND WARRANTIES 
IN RESPECT OF HALLOTEL AND
ITS AFFILIATES 

Representations and Warranties in Respect of Hallotel and
its Affiliates 

4.1               
The Vendor represents and warrants to the Purchaser that, as at both the
effective date of this Agreement and the Closing Date, 

(a)          
Organization and Good Standing – each Company is duly incorporated and is
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all necessary legal and corporate power and authority to
own its property and assets and to carry on its business as presently conducted.
Each Company has delivered to the Purchaser complete and correct copies of its
constating documents including its certificate of incorporation and its articles
and bylaws, all as may be amended, and the minute books of each Company which
contain complete and correct copies of all proceedings and actions taken at all
meetings of, or effected by written consent of, the shareholders and the board
of directors (including any committees thereof) of each Company. Each Company is
duly qualified, licensed or registered to carry on business in the jurisdictions
where it owns, leases or operates its property, 

(b)          
No Approvals Required – except as has been or will be obtained before the
Closing Date, no vote or consent of the holders of any class or series of shares
of a Company is necessary to approve and adopt this Agreement or to consummate
any of the transactions contemplated hereby, and no authorization, approval,
order, license, permit or consent of any Government Entity nor the registration,
declaration or filing by a Company with any such Government Entity is required
in order for each Company 




- 13 - 

(i)           to
execute and deliver this Agreement or any other agreement, certificate or
instrument to be executed or delivered by each Company pursuant to or
contemplated by this Agreement, 

(ii)          to
incur the obligations expressed to be incurred by each Company pursuant to this
Agreement, or 

(iii)         to duly
perform and observe the terms and provisions of this Agreement, 

(c)          
No Conflict – no Company is a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, statute, regulation, order,
judgment, decree or law which would be violated, contravened or breached by, or
under which any default would occur, or which could be terminated, cancelled or
accelerated, in whole or in part, or which allows any Person to exercise any
rights or gives rise to a requirement to obtain any authorization, consent,
approval or waiver from any third Person, as a result of the execution and
delivery of this Agreement or the consummation of any of the transactions
provided for herein, 

(d)          
No Litigation – there is no claim, suit, action, litigation, arbitration
proceeding or Government Entity proceeding, including any appeal or application
for review, in progress, pending or to the knowledge of the Vendor and any
Company, threatened against, or relating to a Company or affecting a Company’s
Assets or business, 

(e)          
Compliance with Laws – each Company and its Assets, operations and
business have been and are being operated and have been and are in material
compliance with all laws or orders applicable to its business or operations. No
Company has received a notice or other communication alleging a possible
violation of any law or order applicable to its business or operations, 

(f)          
No Other Agreements – no Person has any agreement, option or right,
present or future, contingent, absolute or capable of becoming an agreement,
option or right, or which with the passage of time or the occurrence of any
event could become an agreement, option or right, to require a Company to 

(i)          
allot or issue any further or other share in its capital or any other security
convertible or exchangeable into any share in its capital, 

(ii)          convert
or exchange any security into or for any share in its capital, or 

(iii)         purchase,
redeem or otherwise acquire any issued and outstanding share in its capital,


(g)          
Other Interests – none of the Companies owns any share in or other
security of, or has any equity, partnership or proprietary interest in the
Assets or business of, any other Person, 

(h)          
Business of BCH Beheer - since the date of its organization, BCH Beheer
has not carried on or conducted any business, entered into any agreements,
employed any Person, 




- 14 - 

incurred any debt or liabilities,
acquired any assets, entered into any transactions or agreed to do any of the
foregoing, 

(i)          
Financial Statements – the Financial Statements (i) have been derived
from and are in accordance with the books and records of Hallotel, (ii) have
been prepared in accordance with GAAP consistently applied with past practice,
and (iii) fairly present the financial position of Hallotel as at each date and
the results of operations, cash flows and the changes in shareholder’s equity
for each period reported, 

(j)          
Accuracy of Records – all financial transactions of each Company have
been fairly reflected in the accounting and financial books and records of each
Company, and such books and records are stated in reasonable detail and fairly
reflect the basis for the Financial Statements, 

(k)          
Bankruptcy – none of the Companies has made an assignment in favour of
its creditors or a proposal in bankruptcy to its creditors or any class thereof,
and no petition for a receiving order has been presented in respect of it. None
of the Companies has initiated proceedings with respect to a compromise or
arrangement with its creditors, or for its winding-up, liquidation or
dissolution. No receiver or interim receiver has been appointed in respect of
any Company or its Assets and no execution or distress has been levied on any
Company’s Assets, nor have proceedings been commenced in respect of any of the
foregoing, 

(l)          
Absence of Debt – each Company is debt free except for current
obligations of Hallotel to telecom termination partners, which obligations are
substantially met by deposits from customers and for which Mr. Teyfik Oezcan,
the General Manager of Hallotel, has provided guarantees, 

(m)          
Absence of Undisclosed Liabilities – except to the extent disclosed,
reflected or reserved against in the Financial Statements or incurred in the
ordinary and normal course of the business of a Company since December 31, 2005,
no Company has any outstanding indebtedness or any liabilities or obligations
(whether accrued, accruing, absolute, contingent or otherwise) and all such
reserve amounts are adequate based on the past experience of Hallotel and are
consistent with the accounting procedures used by Hallotel in previous fiscal
periods and there is nothing which indicates that such reserves are not adequate
or that higher reserves should be taken, 

(n)          
Absence of Changes – since December 31, 2005 there have not been 

(i)          
any changes in the condition or operations of the business, Assets or financial
affairs of each Company which are, individually or in the aggregate, materially
adverse, or 

(ii)          any
damage, destruction or loss, labour unrest or other event, development or
condition, of any character (whether or not covered by insurance) which is not
generally known or which has not been disclosed to the Purchaser in writing, or
which to the knowledge of the Vendor, may materially adversely affect the Assets
or the business of each Company, 




- 15 - 

(o)          
Absence of Unusual Transactions – since December 31, 2005, no Company
has

(i)          
transferred, assigned, sold or otherwise disposed of any Asset shown or
reflected in the Financial Statements or forgiven, cancelled or released any
debt or claim, except in the ordinary and normal course of its business, 

(ii)         
incurred or assumed any obligation or liability (fixed or contingent), except
unsecured current obligations and liabilities incurred in the ordinary and
normal course of its business, 

(iii)         issued or
sold any share in its capital or any warrant, bond, debenture or other corporate
security or issued, granted or delivered any right, option or other commitment
for the issuance of any such or other security, 

(iv)         
discharged or satisfied any Encumbrance, or paid any obligation or liability
(fixed or contingent), other than current liabilities or the current portion of
long-term liabilities disclosed in the Financial Statements or current
liabilities incurred since the date thereof in the ordinary and normal course of
its business, 

(v)          
declared or made any payment of any dividend or other distribution in respect of
any of its shares other than in the ordinary and normal course, nor purchased,
redeemed, subdivided, consolidated, or reclassified any share in its capital,


(vi)          entered
into any transaction not in the ordinary and normal course of its business, 

(vii)         made
any gift of money or of any Asset to any Person, 

(viii)        amended or
changed or taken any action to amend or change its constating documents, 

(ix)         
increased or agreed to increase the remuneration of, or paid or agreed to pay
any pension, share of profits or other similar benefit to any of its directors,
officers or Employees and Contractors or former directors, officers or Employees
and Contractors, other than in the ordinary and normal course of its business
consistent with past practice and disclosed in writing to the Purchaser, 

(x)          
made any payment of any kind to or on behalf of the Vendor or any of its
Affiliates, other than business related expenses, salaries and bonuses in the
ordinary and normal course of its business consistent with past practice and as
disclosed in the Financial Statements or in writing to the Purchaser, 

(xi)          mortgaged,
pledged, subjected to any lien, granted an option or a security interest in
respect of or otherwise encumbered any of its Assets, or 

(xii)         authorized
or agreed or otherwise become committed to do any of the foregoing, 




- 16 - 

(p)          
Title to Assets – each Company has legal and beneficial ownership of and
good and marketable title to all its Assets, including all such Assets reflected
in its financial books and records, free and clear of all Encumbrances and none
of such Assets is in the possession of or under the control of any other Person.
The Assets owned by each Company represent all assets used by the Company in the
conduct of its business and are necessary for the conduct by each Company of its
business. No other person has any interest in any Asset used by a Company in the
conduct of its business, 

(q)          
Leased Assets – all rental or other payments required to be paid by each
Company pursuant to any equipment or other personal property leases or licenses
have been duly paid and the Company is not otherwise in default in meeting its
obligations thereunder, 

(r)          
Collectability of Accounts Receivable – the accounts receivable and other
debts due to each Company as shown in the Financial Statements or arising after
the date thereof have been recorded in accordance with GAAP, 

(s)          
Leased Property – the Companies do not own any real property. Any lease
of real property that a Company holds an interest in as lessee is free and clear
of all Encumbrances and all rental and other payments required to be paid by a
Company under such leases have been duly paid and there is not otherwise any
default by a Company in meeting its obligations under any such lease, 

(t)          
Material Contracts – with respect to Material Contracts

(i)          
each such Material Contract is in full force and effect and is a valid and
binding agreement of the Companies, 

(ii)         the Companies
have performed or are performing all obligations required to be performed by
them under each such Material Contract and are not in breach or default
thereunder and no other party to any such Material Contract is in breach or
default thereunder, and 

(iii)         the Vendor
does not know of any circumstances that are reasonably likely to occur that
could reasonably be expected to adversely affect a Company’s ability, up to
Closing, to perform its obligations under any Material Contract, 

(u)          
Shareholder Loans – there are no shareholder or other loans outstanding
in respect of any Company and none will be made before Closing, 

(v)          
Directors – no amounts will be due or owing to any of the members of the
board of directors of any Company as a result of such member’s resignation or
removal, 

(w)          
Employees and Contractors – none of the Companies is a party to any
written or oral contract, agreement or other commitment with any Employee and
Contractor other than contracts of indefinite duration which are terminable by
the respective Company without cause on reasonable notice as determined in
accordance with applicable law. The 




- 17 - 

Vendor is not aware of the intention of
any Employee and Contractor, who is an executive or senior officer, to terminate
his or her employment, 

(x)          
Workers’ Compensation – there are no complaints, claims or charges
pending or outstanding or, to the best of the knowledge of the Vendor,
anticipated, nor are there any orders, decisions, directions or convictions
currently registered or outstanding by any tribunal or agency against or in
respect of a Company under or in respect of any workers’ compensation or
equivalent legislation. There are no Employees and Contractors in respect of
whom a Company has been advised by any Government Entity that such Employees and
Contractors are in receipt of benefits under workers’ compensation or equivalent
legislation. There are no appeals pending before any government Entity involving
a Company and all levies, assessments and penalties made against each Company
pursuant to workers’ compensation or equivalent legislation have been paid, 

(y)          
Union Contracts – none of the Companies is a party to any collective
agreement with any labour union or employee association and none have made any
commitments to or conducted any negotiations with any labour union or employee
association with respect to any future collective agreement and the Vendor is
not aware of any current attempts to organize, establish or certify any labour
union or employee association with respect to any Employees and Contractors of a
Company or of any contractor or agency with which a Company has a contract for
the provision of personnel or the services of personnel, nor is any such union
or association presently certified with regard to a bargaining unit, 

(z)          
Insurance – each Company maintains insurance in force against loss on
such Assets, against such risks, in such amounts and to such limits as is in
accordance with prudent business practices prevailing in its business, 

(aa)         Corporate
Records – each Company has kept all records required to be kept by
applicable corporate legislation, 

(bb)         Permits
and Licences – each Company holds all authorizations, approvals, orders,
licenses, permits or consents issued by any Government Entity which are
necessary in connection with the conduct and operation of its business as it is
currently conducted and the ownership, leasing or use of its Assets as the same
are now owned, leased, used conducted or operated. None of the Companies is in
material breach of or in default under any of the terms or conditions thereof,


(cc)         Tax
Filings and Payments – each Company 

(i)          
has filed or caused to be filed within the time prescribed 

(A)      all
income tax returns and election forms and the income tax returns of each
jurisdiction required to be filed and all such returns and forms are true,
complete and accurate in all material respects and the amounts of tax payable
shown in all such returns prepared by each Company are correct in all material
respects, and 




- 18 - 

(B)          
all returns, reports, and information required to be filed with any Government
Entity with respect to sales tax, property tax, property transfer tax, and every
other tax (by whatever name) that such Company is required to file and all such
returns, reports, and information are true, complete and accurate in all
material respects, 

(ii)          has
paid or caused to be paid all taxes due and payable (including all federal,
provincial and local taxes, assessments or other imposts in respect of its
income or Assets and all other taxes described in §5.1(gg)(i)(B), and all
interest and penalties thereon, if any, for all previous years and all required
instalments of taxes due and payable for the current fiscal year have been paid,
and 

(iii)         has withheld
all amounts required to be withheld by such Company from salary and other
payments to its Employees and Contractors including pursuant to any taxing laws
to which it is subject, and has remitted all such amounts, including all
interest and penalties thereon, to the relevant Government Entity, 

(dd)         Indebtedness
to Related Parties – except for the payment of salaries and other
compensation payable in the ordinary and normal course and reimbursement for
out-of-pocket expenses in the ordinary and normal course and amounts disclosed
in the Financial Statements, none of the Companies is indebted to the Vendor,
BCH Beheer, Employees and Contractors, or any Affiliate thereof, 

(ee)         Conduct of
Business – to the knowledge of the Vendor, none of the Companies are
conducting their business in material contravention of any Material Contract,
law, regulation or of any direction of a Government Entity, 

(ff)          
Condition of Assets – all tangible Assets used by the Company in
connection with its business are in good operating condition and in a good state
of maintenance and repair, reasonable wear and tear excepted, 

(gg)         
Intellectual Property – 

(i)          
the Vendor has delivered to the Purchaser complete and correct copies of all
license agreements to which each Company is a party relating to its Intellectual
Property. The conduct of the business of the Companies, as presently conducted
and as currently proposed by the Companies to be conducted, does not, to the
best knowledge of the Vendor, conflict with, or result in any violation of, or
default under, or give rise to any right, license or encumbrance relating to,
Intellectual Property owned by a Company or with respect to which a Company now
has or has had any contract with any third party, or any right of termination,
cancellation or acceleration of any Intellectual Property right or obligation
set forth in any contract to which a Company is a party, or the loss or
encumbrance of any Intellectual Property or benefit related thereto, or result
in the creation of any Encumbrance in or upon any Intellectual Property or right
owned or used by a Company, 




- 19 - 

(ii)          each
Company uses all Intellectual Property that it does not own only in the manner
and for the purposes authorized and specified by the owner or licensor of such
Intellectual Property, and to the extent a Company has granted exclusive rights
to Intellectual Property to another Person, such Company has not used such
Intellectual Property for any purpose, including for development purposes or
sale or distribution, except to such other Person, 

(iii)         each Company
owns, or is licensed or otherwise has the right to use, in each case, without
ongoing payments to third parties except as disclosed in the Disclosure
Schedule, and free and clear of any Encumbrances, all Intellectual Property used
in or necessary to carry on its business as presently conducted or as currently
proposed by such Company to be conducted, 

(iv)          to the
best knowledge of the Vendor, the Companies and the Companies’ products and
services do not and have not infringed upon or otherwise violated the rights of
any Person with regard to any Intellectual Property owned by, licensed to or
otherwise used by such Person, 

(v)           to
the best knowledge of the Vendor, no Person is infringing on or otherwise
violating any right of a Company with respect to any Intellectual Property owned
by, licensed to or otherwise used by such Company, 

(vi)          each
current or former officer, Employee and Contractor or consultant of each Company
has assigned and transferred, or on or before the Closing Date will have
assigned and transferred, to such Company all ownership and other rights of any
nature whatsoever of such Person in any Intellectual Property claimed to be
owned by the Company, no current or former director of any Company has any
ownership or other rights of any nature whatsoever in any Intellectual Property
claimed to be owned by a Company and no current or former director, officer,
Employee and Contractor or consultant of any Company (or any member of their
immediate families) has a valid claim against any Company in connection with the
involvement of such Persons in the conception and development of any computer
software or other Intellectual Property of any Company, 

(vii)         all
software, other than generally available software and generally available system
development tools, that is either marketed to customers of a Company as a
program or as part of a product or service or used by a Company to support its
business is owned by the Company or the Company has the right to use, modify,
copy, sell, distribute, sublicense and make derivative works from such software
(to the extent required to operate the business of the Company as presently
conducted or proposed to be conducted), free and clear of any limitations or
Encumbrances, and 

(viii)        none of the
Companies owns title to or uses any registered service mark, trade name or
trademark, or, to the best knowledge of the Vendor, any service mark, trade name
or trademark in which a third Person has any legal interest, except with the
consent of such third person, 




- 20 - 

(hh)        
Environmental Matters –

(i)          
none of the Companies has used any of its properties or Assets, or permitted
them to be used, to generate, manufacture, refine, treat, transport, store,
handle, dispose of, transfer, produce or process Hazardous Substances, except in
compliance with applicable laws, judgments, decrees, orders, injunctions, rules,
statutes and regulations of all arbitrators or Government Entities, including
all environmental, health and safety statutes and regulations, 

(ii)          the
business of each Company and each Company’s Assets comply with all applicable
laws, judgments, decrees, orders, injunctions, rules, statutes and regulations
of all arbitrators or Government Entities, with respect to environmental, health
and safety statutes and regulations, 

(iii)         the
Companies’ business and Assets are not subject to any judicial or administrative
proceeding alleging the violation of any applicable environmental, health or
safety law, judgment, decree, order, injunction, rule, statute or regulation,


(iv)          to the
knowledge of the Vendor, the business or Assets of each Company are not the
subject of investigation by any Government Entity evaluating whether any
remedial action is needed to respond to a release of any Hazardous Substance
into the environment, and 

(v)          
none of the Companies has filed any notice under any applicable environmental,
health or safety law, judgment, decree, order, injunction, rule, statute or
regulation indicating past or present treatment, storage or disposal of a
Hazardous Substance or constituent, or other substance into the environment by
the Company, 

(ii)         No
Fees Payable – with the exception of the transaction fees payable under
§2.8, no broker, investment banker, financial advisor or other Person is
entitled to any broker’s, finder’s, financial advisor’s or other similar fee or
commission, or the reimbursement of expenses, in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of a Company. None of the Companies have paid or agreed to pay any
fee, commission or expense incurred by any of its shareholders (including the
fees, commissions or expenses of any accountant, auditor, broker, financial
advisor, consultant or legal counsel retained by or on behalf of any such
shareholder) arising from or in connection with this Agreement or any of the
transactions contemplated by this Agreement, and 

(jj)        
Undisclosed Information – the Vendor does not have any material
information which is not generally known or which has not been disclosed in
writing to the Purchaser by the Vendor and which if known could reasonably be
expected to have a material adverse effect on the value of the BCH Beheer
Shares, the Hallotel Shares, or the Assets or business of any Company. 




- 21 - 

Other Representations 

4.2               
All statements contained in any written certificate or other written instrument
delivered by or on behalf of the Vendor or a Company pursuant to this Agreement
will be deemed to be representations and warranties by the Vendor hereunder.


Reliance 

4.3               
The Vendor acknowledges and agrees that the Purchaser has entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement. 

Survival 

4.4               
The representations and warranties of the Vendor contained in this Agreement
will survive the Closing and continue in full force and effect for a period of
12 months after the Closing Date, except for such representations and warranties
contained in 

(a)          
§4.1(cc) which will survive the Closing and continue in full force and effect
for so long as an assessment, re-assessment or other form of recognized document
assessing liability for taxes in respect of any taxation year or period of a
Company to which such representation or warranties extend could be issued under
applicable law, and all rights of objection or appeal (or similar rights
howsoever termed) have expired or been finally determined, and taking into
account any applicable waiver or extension of time filed or granted, and 30 days
thereafter, and 

(b)          
§4.1(f) which will have no time limitation. 

PART 5 

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 

Representations and Warranties in Respect of the Purchaser


5.1               
The Purchaser represents and warrants to the Vendor that as at both the
effective date of this Agreement and the Closing Date 

(a)          
Organization and Good Standing – the Purchaser is duly incorporated under
the laws of its jurisdictions of incorporation and is validly existing and in
good standing with respect to the filing of annual returns under such laws, 

(b)          
Exchange Act Reports – the shares of the Company’s common stock are
registered under Section 12(g) of the Exchange Act and the Company has completed
all filings with the SEC in accordance with its reporting obligations under the
Exchange Act for the past twelve months. The Purchaser has delivered or made
available to the Vendor complete and accurate copies of (a) the Purchaser’s
annual report on Form 10-KSB for the year ended December 31, 2005; and (b) the
Purchaser’s current reports, if any, on 




- 22 - 

Form 8-K filed subsequent to the filing
of the annual report on Form 10-KSB for the year ended December 31, 2005
(together, the “Purchaser SEC Filings”). As of their respective dates, or
as subsequently amended before the date hereof, to the Purchaser’s knowledge,
each of the Purchaser’s SEC Filings (i) did not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading and (ii) complied as to form in all
material respects with the applicable rules and regulations of the SEC,

(c)          
No Orders – no order ceasing or suspending trading in securities of the
Purchaser is outstanding against the Purchaser, its directors or officers, and
no investigations or proceedings for such purposes are pending or, to the
knowledge of the Purchaser, threatened, 

(d)          
Authority – the Purchaser has all necessary corporate right, authority,
power and capacity to execute and deliver this Agreement, to acquire the BCH
Beheer Shares, to perform all of its obligations hereunder and to comply with
the terms and provisions of this Agreement and this Agreement constitutes a
valid and binding obligation of the Purchaser in accordance with its terms, 

(e)          
No Approvals Required – relying upon the representations and warranties
of the Vendor set forth in this Agreement and except for filings required by
applicable securities legislation, no authorization, approval, order, license,
permit or consent of any Government Entity, regulatory body or court nor the
registration, declaration or filing by the Purchaser with any such Government
Entity, regulatory body or court is required in order for the Purchaser 

(i)           to
execute and deliver this Agreement or any other agreement, certificate or
instrument to be executed or delivered by the Purchaser pursuant to or
contemplated by this Agreement, 

(ii)          to
incur the obligations expressed to be incurred by the Purchaser pursuant to this
Agreement, or 

(iii)         to duly
perform and observe the terms and provisions of this Agreement, 

(f)          
No Conflict – the Purchaser is not a party to, bound by or subject to any
indenture, mortgage, lease, agreement, instrument, statute, regulation, order,
judgment, decree or law which would be violated, contravened or breached by, or
under which any default would occur as a result of 

(i)          
the execution and delivery by the Purchaser of this Agreement or any other
agreement, certificate or instrument to be executed or delivered by the
Purchaser pursuant to or contemplated by this Agreement, or 

(ii)          the
performance by the Purchaser of its obligations pursuant to, or the observance
by the Purchaser of any of the terms and provisions of, this Agreement, 




- 23 - 

(g)          
Capitalization – the authorized capital of the Purchaser consists of
100,000,000 shares of common stock of which 15,391,500 shares are outstanding as
at April 30, 2006, and additional shares are intended to be issued in connection
with certain financing transaction that are to be completed in order to complete
the acquisition of the BCH Beheer Shares and provide working capital for the
Purchaser and Hallotel, 

(h)          
Outstanding Rights to Purchase Shares – as at April 30, 2006, the
Purchaser has not issued or committed to issue any common share purchase
warrants or options to purchase common Shares, though before the Closing the
Purchaser may adopt a customary Share Option Plan, 

(i)          
Other Interests – the Purchaser does not own any share in or other
security of, or have any equity, partnership or proprietary interest in the
Assets or business of, any other Person, except as disclosed in the Purchaser’s
SEC Filings, 

(j)          
Financial Statements – the Purchaser’s financial statements (including
footnotes thereto) included in or incorporated by reference into the Purchaser’s
SEC filings were prepared in accordance with GAAP applied on a consistent basis
during the periods involved (except as otherwise noted therein) and fairly
present, in all material respects, the financial condition of the Purchaser as
of the dates thereof and results of operations for the periods referred to
therein, 

(k)          
No Litigation – there is no claim, suit, action, litigation, arbitration
proceeding or Government Entity proceeding, including any appeal or application
for review, in progress, pending or to the knowledge of the Purchaser threatened
against, or relating to the Purchaser or affecting the Purchaser’s Assets or
business, and 

(l)          
Compliance with Laws – the Purchaser and its Assets, operations and
business have been and are being operated and have been and are in material
compliance with all laws or orders applicable to its business or operations. The
Purchaser has not received a notice or other communication alleging a possible
violation of any law or order applicable to its business or operation. 

Other Representations 

5.2               
All statements contained in any written certificate or other written instrument
delivered by or on behalf of the Purchaser pursuant to this Agreement will be
deemed to be representations and warranties by the Purchaser hereunder. 

Reliance 

5.3               
The Purchaser acknowledges and agrees that the Vendor have entered into this
Agreement relying on the warranties and representations and other terms and
conditions of this Agreement. 




- 24 - 

Survival 

5.4               
The representations and warranties of the Purchaser contained in this Agreement
will survive the Closing and continue in full force and effect for a period of
12 months after the Closing Date. 

PART 6 

PRE-CLOSING COVENANTS 

Conduct of Business 

6.1               
The Vendor and Hallotel covenant and agree with the Purchaser that until the
Closing Date or termination of this Agreement, except as otherwise contemplated
in this Agreement or agreed to in writing by the Purchaser, they will or will
cause each Company and BCH Beheer 

(a)          
Conduct Business in Ordinary and Normal Course – to conduct its business
in the ordinary and normal course thereof, including the payment of all current
liabilities and accounts in the ordinary and normal course, and not negotiate or
execute any new Material Contracts or terminate, cancel or modify in any
material respect any existing Material Contracts, 

(b)          
Amalgamations – not to amalgamate, merge or consolidate with or acquire
or agree to acquire all or substantially all of the shares or assets of any
Person, not to acquire or lease or agree to acquire or lease any business
operations or any equity interests in any other Person, not to acquire or agree
to acquire any legal or beneficial interest in any real property and not to
occupy, lease, manage or control or agree to occupy, lease, manage, or control
any real property or facility, 

(c)          
Non-Arm’s Length Transactions – not to enter into any non-arm’s length
transaction other than in the ordinary and normal course of their business, 

(d)          
Liabilities – not to incur any liability, obligation, indebtedness or
other commitment (whether accrued, absolute, contingent or otherwise, and
whether due or to become due), other than 

(i)          
unsecured current liabilities, obligations, indebtedness and commitments
incurred in the ordinary and normal course of its businesses, 

(ii)          liabilities
incurred in connection with the transactions described herein, and which is not
reasonably expected to have a materially adverse affect on the Assets, business
or financial condition of any Company, or 

(iii)         liabilities
owed to the Purchaser, 




- 25 - 

(e)          
No Dividends – not to declare, set aside or pay any dividend or make any
other distribution with respect to any of their shares, or redeem, repurchase or
otherwise acquire, directly or indirectly any of their shares, 

(f)          
No Material Contracts – not to enter into any Material Contract other
than in the ordinary and normal course of their business, 

(g)          
No Compromises – not to enter into any compromise or settlement of any
litigation, proceeding, or investigation relating to their businesses or any of
their Assets, 

(h)          
No Increases – not to increase the compensation of Employees and
Contractors, or any increase in any compensation or bonus payable to any of its
officers, Employees and Contractors, consultants or agents, or make any loan to,
or engage in any transaction with, any Employee and Contractor, officer or
director of any Company, 

(i)          
No Accounting Changes – not to make any change to the accounting or tax
practices followed by any Company, except as may be recommended by the Company’s
auditors and made in connection with the preparation of the Financial
Statements, 

(j)          
No Breach – not to take any action which would constitute or cause a
breach of any representation, warranty, covenant or other obligation of a Vendor
or Hallotel contained in this Agreement, 

(k)          
Exercise or Terminate Securities – to terminate before the Closing Date
all unexercised options, warrants and other securities convertible or
exchangeable into shares of a Company, 

(l)          
Continue Insurance – to continue in force all existing policies of
insurance presently maintained by each Company, and will report all claims or
known circumstances or events which may give rise to a claim to its insurers
under the insurance policies in a due and timely manner and to provide copies of
those reports to the Purchaser, 

(m)          
Pay Liabilities – to pay and discharge all liabilities or obligations of
each Company in the ordinary and normal course of its business consistent with
past business practice, 

(n)          
Preserve Business – to preserve intact the business and the Assets,
operations and affairs of each Company and carry on the businesses and the
affairs of each Company, and 

(o)          
Necessary Steps – to take all actions, steps and proceedings that are
necessary or desirable to approve or authorize, or to validly and effectively
undertake, the execution, delivery and performance of this Agreement and the
completion of the transactions contemplated by this Agreement. 




- 26 - 

Access to Records 

6.2               
In order to permit the Purchaser to complete due diligence of the Companies, the
Vendor will permit, and will cause each Company to permit, the Purchaser’s
financial agents and its professional representatives to have reasonable access
during normal business hours to the premises, without disrupting the business,
and to the books, accounts, records and other data of the Companies (including
all corporate, accounting, tax and business records and any electronic or
computer accessed data), to the Assets and senior management of the Companies.
The Vendor will cause each Company to furnish, and require that the principal
bankers, appraisers, independent auditors and other advisors of each Company
furnish, to the financial agent such responses to inquiries, financial and
operating data and other information with respect to the businesses and Assets
of the Companies as such agent may from time to time request. 

Exclusive Dealings 

6.3               
Until the Closing or termination of this Agreement, the Vendor will not, and
will cause the Companies not to, take any action, directly or indirectly, to
encourage, initiate or engage in discussions or negotiations with, or enter into
an agreement, or provide any information to, any Person, other than the
Purchaser and its designated and authorized representatives, concerning any
sale, transfer or assignment of Assets of Hallotel, the shares in the capital of
any Company or BCH Beheer or any portion of any Company’s business. Until the
Closing or termination of this Agreement, the Vendor will notify the Purchaser
promptly if any such discussions or negotiations are sought or if any such
proposal is made. 

Fees and Expenses 

6.4               
All legal, administrative and audit fees and expenses, incurred by the Parties
in connection with the negotiation, implementation or consummation of this
Agreement and all documents and transactions contemplated herein will be paid by
the Party incurring such fees and expenses. 

PART 7 

PURCHASER’S CONDITIONS PRECEDENT 

Purchaser’s Conditions 

7.1               
The obligations of the Purchaser to complete the purchase of the BCH Beheer
Shares are subject to the satisfaction of or compliance with each of the
following conditions precedent on or before the Closing Date 

(a)          
Due Diligence Review – the completion of a due diligence review of each
Companies’ business and financial affairs, including the Financial Statements,
to the Purchaser’s satisfaction, 

(b)          
Audit – the completion of an audit of the financial statements of the
Company by auditors chosen by the Purchaser to the Purchaser’s satisfaction,





- 27 - 

(c)          
Truth and Accuracy of Representations and Warranties of the Vendor and
Hallotel – the representations and warranties of the Vendor contained
herein are true and correct in all material respects as at the Closing Date with
the same effect as if made on the Closing Date, 

(d)          
Performance of Obligations – the Vendor and Hallotel have, in all
material respects, performed and complied with all the obligations, covenants
and agreements to be performed and complied with by each of them on or before
the Closing Date, 

(e)          
Absence of Change in Financial Condition – there is no material adverse
change in the financial condition of the Companies since December 31, 2005, 

(f)          
Absence of Change of Conditions – no event has occurred or condition or
state of facts of any character has arisen or legislation (whether by statute,
rule, regulation, bylaw or otherwise) been introduced which has, or might
reasonably be expected to have, a material adverse effect upon the business,
operations or financial condition of the Companies, 

(g)          
Absence of Damages – no damage, destruction or loss to any Assets of a
Company has occurred where the cost of repairing or replacing all such Assets is
equal to or greater than €10,000 in total, 

(h)          
Absence of Injunctions – no injunction or restraining order of any court
or administrative tribunal of competent jurisdiction will be in effect,
enjoining, restricting or prohibiting, the transactions contemplated by this
Agreement and no action or proceeding will have been instituted or be pending
before any court or administrative tribunal to restrain, restrict or prohibit
the transactions between the Parties contemplated by this Agreement or the right
of any Company to conduct its businesses after Closing on substantially the same
basis as it was conducted before Closing, 

(i)          
  Financing – the completion by the Purchaser of an equity offering
  for minimum net proceeds of US$1,000,000, all on terms acceptable to the Purchaser
  in its absolute discretion,

(j)          
Securities – all options, warrants and other securities convertible or
exchangeable into shares of a Company will have been terminated, 

(k)          Closing
  Documentation – the Purchaser receives from the Vendor and Hallotel
  the Vendor’s Closing Documents,

(l)          
Loans – none of the Companies has any loans outstanding; and

(m)         Termination
  – this Agreement will have not been terminated pursuant to Part 10. 

Waiver 

7.2               
The conditions precedent set forth in this Part 7 are for the exclusive benefit
of the Purchaser and may be waived by the Purchaser in writing in whole or in
part on or before the 




- 28 - 

Closing Date. The waiver by the
Purchaser of any condition set forth in this Part 7, the acknowledgement or
agreement by the Purchaser that any such condition has been satisfied and the
completion of the purchase and sale transaction contemplated by this Agreement
will be without prejudice to the Purchaser’s rights in respect of the
warranties, representations, covenants and indemnities of the Vendor and
Hallotel contained in this Agreement. 

PART 8 

VENDOR’S CONDITIONS PRECEDENT 

Vendor’s Conditions 

8.1               
The obligations of the Vendor to complete the sale of the BCH Beheer Shares are
subject to the satisfaction of or compliance with each of the following
conditions precedent on or before the Closing Date 

(a)          
Due Diligence Review – the completion of a due diligence review of the
Purchaser’s business and financial affairs to the Vendor’s satisfaction, 

(b)          
Truth and Accuracy of Representations and Warranties of the Purchaser –
the representations and warranties of the Purchaser contained herein are true
and correct in all material respects as at the Closing Date with the same effect
as if made on the Closing Date, 

(c)          
Performance of Obligations – the Purchaser has, in all material respects,
performed and complied with all the obligations, covenants and agreements to be
performed and complied with by it on or before the Closing Date, 

(d)          
Absence of Injunctions – no injunction or restraining order of any court
or administrative tribunal of competent jurisdiction will be in effect,
enjoining, restricting or prohibiting, the transactions contemplated by this
Agreement and no action or proceeding will have been instituted or be pending
before any court or administrative tribunal to restrain, restrict or prohibit
the transactions between the Parties contemplated by this Agreement, 

(e)          
Closing Documentation – the Vendor receives from the Purchaser the
Purchaser’s Closing Documents, 

(f)            
  Termination – this Agreement will not have been terminated pursuant
  to Part 10, and 

(g)          
Absence of Change of Conditions – no event has occurred or condition or
state of facts of any character has arisen or legislation (whether by statute,
rule, regulation, bylaw or otherwise) been introduced which has, or might
reasonably be expected to have, a material adverse effect upon the business,
operations or financial condition of the Purchaser. 




- 29 - 

Waiver 

8.2               
The conditions precedent set forth in this Part 8 are for the exclusive benefit
of the Vendor and may be waived by the Vendor in writing in whole or in part on
or before the Closing Date. The waiver by the Vendor of any condition set forth
in this Part 8, the acknowledgement or agreement by the Vendor that any such
condition has been satisfied and the completion of the purchase and sale
transaction contemplated by this Agreement will be without prejudice to the
Vendor’s rights in respect of the warranties, representations, covenants and
indemnities of the Purchaser contained in this Agreement. 

PART 9 

CLOSING 

Closing Date and Location 

9.1               
The Closing will take place at such time, date or location as may be agreed to
in writing by the Parties. 

Vendor’s Closing Documents 

9.2               
On or before the Closing Date, the Vendor will deliver, or cause to be
delivered, to a solicitor designated by the Vendor, in trust, the following
documents: 

(a)          
the share certificates representing the BCH Beheer Shares, duly endorsed for
transfer to the Purchaser; 

(b)          
certified copies of resolutions of: 

(i)          
the directors and shareholders of the Vendor, and 

(ii)          the
directors of Hallotel, 

authorizing the execution, delivery
and performance of this Agreement; 

(c)           a
certified copy of resolutions of the directors of BCH Beheer authorizing the
transfer of the BCH Beheer Shares to, and registration of the shares in the name
of, the Purchaser, and the issuance of a share certificate representing the BCH
Beheer Shares registered in the name of the Purchaser; 

(d)           a
share certificate registered in the name of the Purchaser representing all
outstanding shares of BCH Beheer; 

(e)           a
certified copy of the securities register of BCH Beheer showing the Purchaser as
the registered owner of all outstanding shares of BCH Beheer; 

(f)           a
certified copy of the securities register of Hallotel showing BCH Beheer as the
registered owner of all outstanding shares of Hallotel; 




- 30 - 

(g)           a
certificate executed by the Vendor certifying that their representations and
warranties contained herein are true and correct as at the Closing Date and that
the condition precedent in §7.1(d) with respect to the Vendor and Hallotel has
been satisfied; 

(h)          
for the purpose of calculating the price adjustment, an up-date of the
information referred to in §13.6; 

(i)          
duly signed resignations of each director and officer of each Company; 

(j)          
releases, in form and substance satisfactory to the Purchaser and the Vendor,
acting reasonably, executed by the Vendor in favour of each Company releasing it
from any and all claims and liabilities whatsoever which the Vendor ever had or
may have against such Company for or by reason of any matter up to the Closing;


(k)          
releases, in form and substance satisfactory to the Purchaser and the Vendor,
acting reasonably, executed by each of the directors and officers of each
Company in favour of and releasing the respective Company from any and claims
and liabilities whatsoever which such director or officer, as the case may be,
ever had or may have against such Company for or by reason of any matter up to
the Closing; 

(l)          
corporate minute books and corporate seal, if any, and all other books and
records of each Company; 

(m)           a
legal opinion, in form and substance satisfactory to the Purchaser and the
Vendor, acting reasonably, from one or more solicitors as to

(i)          
the validity of the incorporation and the good standing of the Vendor, BCH
Beheer and each Company,

(ii)          the
authorized and issued capital of BCH Beheer and each Company,

(iii)         the title to
the shares of BCH Beheer and each Company,

(iv)          the
due authorization, execution and delivery of this Agreement by the Vendor and
Hallotel, and

(v)          
the valid and binding nature of this Agreement,

subject to such certificates and
qualifications as may be required by the solicitor delivering the opinion; and


(n)          
such other documents and instruments, other than those set out above, as may be
reasonably requested by the solicitors advising the Purchaser in order to
complete the transactions set out in this Agreement; 

and delivery of such documents by the Vendor in accordance with
this §9.2 will be deemed to satisfy the conditions precedent set forth in §7.1.





- 31 - 

Purchaser’s Closing Documents 

9.3               
On or before the Closing Date, the Purchaser will deliver, or cause to be
delivered, to a solicitor designated by the Purchaser, in trust, the following
documents and funds: 

(a)          
subject to §9.4,

(i)           a
share certificate, carrying a legend and provided for in this Agreement,
registered in the name of the Vendor representing the Purchaser Shares, 

(ii)          the
Cash Payment (delivered, as determined by the parties, by wire transfer or bank
draft), and 

(iii)         the
Promissory Note; 

(b)           a
certified copy of resolutions of the directors of the Purchaser authorizing the
execution, delivery and performance of this Agreement by the Purchaser; 

(c)           a
certificate executed by the Purchaser certifying that its representations and
warranties contained herein are true and correct as at the Closing Date, that
the condition precedent in §8.1(c) has been satisfied; 

(d)           a
legal opinion, in form and substance satisfactory to the Vendor and the
Purchaser, acting reasonably, from one or more solicitors as to

(i)          
the good standing of the Purchaser,

(ii)          the
due authorization, execution and delivery of this Agreement by the
Purchaser,

(iii)         the valid
and binding nature of this Agreement,

(iv)          the
valid issuance of the Purchaser Shares, and

(v)          
the issuance of the Purchaser Shares without registration under the Securities
Act,

subject to such certificates and
qualifications (including that in the case of the opinion referred to in §(iii)
the law of Germany is the same as the law of the jurisdiction in which the
solicitor is resident) as may be required by the solicitor delivering the
opinion; and 

(e)          
such other documents and instruments, other than those set out in above, as may
be reasonably requested by the solicitors advising the Vendor in order to
complete the transactions set out in this Agreement;

and delivery of such documents and funds by the Purchaser in
accordance with this §9.3 will be deemed to satisfy the conditions precedent set
forth in §8.1. 




- 32 - 

Withholding Tax 

9.4               
Notwithstanding anything else contained in this Agreement, the Purchaser will,
in respect of any Vendor, withhold such amount or amounts from any payment due
under this Agreement as is required, or as will permit the Purchaser to make the
remittance or remittances required, under applicable law in respect of such
payment. 

PART 10 

TERMINATION 

Termination Rights 

10.1               
This Agreement may, by notice in writing given before or on the Closing, be
terminated: 

(a)           by
mutual consent of the Vendor and the Purchaser; 

(b)           by
the Purchaser if any of the conditions precedent in Part 7 have not been
satisfied at or before Closing and the Purchaser has not waived such condition
precedent at or before Closing; 

(c)           by
the Vendor if any of the conditions precedent in Part 8 have not been satisfied
at or before Closing and the Vendor has not waived such condition precedent at
or before Closing; or 

(d)          
  by any Party if the Closing has not occurred on or before August 31, 2006, or
  such later date as the Parties may agree to in writing, unless the Closing has
  not occurred by such date because the Party seeking to terminate this Agreement
  has failed to perform any one or more of its obligations or covenants under
  this Agreement to be performed at or before Closing. 

Effect of Termination 

10.2               
Each Party’s right of termination under this Part is in addition to any other
rights it may have under this Agreement or otherwise, and the exercise of a
right of termination will not be an election of remedies. Nothing in this Part
limits or affects any other rights or causes of action any Party may have with
respect to the representations, warranties, covenants and indemnities in its
favour contained in this Agreement. If a Party waives compliance with any of the
conditions, obligations or covenants contained in this Agreement, the waiver
will be without prejudice to any of its rights of termination in the event of
non-fulfillment, non-observance or non-performance of any other condition,
obligation or covenant in whole or in part. 

10.3               
If this Agreement is terminated pursuant to any provision of §10.1, all
obligations of the Parties under this Agreement will terminate, except if this
Agreement is terminated by a Party because of a breach of this Agreement by the
another Party or because a condition for the benefit of the terminating Party
has not been satisfied because the other Party has failed to 




- 33 - 

perform any of its obligations or covenants under this
Agreement which are reasonably capable of being performed or caused to be
performed by such Party, and the terminating Party’s right to pursue all legal
remedies will survive such termination unimpaired. 

PART 11 

INDEMNITIES 

Indemnification of Purchaser 

11.1               
The Vendor covenants and agrees with the Purchaser to fully and promptly
indemnify and keep whole the Purchaser against all liabilities, claims, demands,
actions, causes of action, damages, losses, costs and expenses (including legal
fees on a solicitor and the solicitor’s own client basis) (collectively, a
“claim”) suffered or incurred by the Purchaser or a Company, directly or
indirectly, by reason of or arising out of the untruth or incorrectness of any
representation or warranty contained in this Agreement made by the Vendor or a
breach by the Vendor of any obligation, covenant, term or provision to be
observed or performed by the Vendor pursuant to this Agreement, or any other
agreement, certificate or instrument contemplated by this Agreement, provided
that such claim is suffered or incurred by the Purchaser or a Company: 

(a)          
within 24 months of the Closing Date in respect of a claim arising out of the
breach by the Vendor of any obligation, covenant, term or provision to be
observed or performed by the Vendor pursuant to this Agreement, or any other
agreement, certificate or instrument contemplated by this Agreement, or 

(b)          
within the respective survival period of the representation or warranty set
forth in §4.4 in respect of a claim arising out of the untruth or incorrectness
of any representation or warranty contained in this Agreement made by the
Vendor. 

Indemnification of the Vendor

11.2               
The Purchaser covenants and agrees with the Vendor to fully and promptly
indemnify and keep whole the Vendor against all claims suffered or incurred by
the Vendor, directly or indirectly, by reason of or arising out of the untruth
or incorrectness of any representation or warranty contained in this Agreement
made by the Purchaser or a breach by the Purchaser of any obligation, covenant,
term or provision to be observed or performed by the Purchaser pursuant to this
Agreement, or any other agreement, certificate or instrument contemplated by
this Agreement, provided that such claim is suffered or incurred by the Vendor:


(a)          
within 24 months of the Closing Date in respect of a claim arising out of the
breach by the Purchaser of any obligation, covenant, term or provision to be
observed or performed by the Purchaser pursuant to this Agreement, or any other
agreement, certificate or instrument contemplated by this Agreement, or 




- 34 - 

(b)          
within the respective survival period of the representation or warranty set
forth in §5.4 in respect of a claim arising out of the untruth or incorrectness
of any representation or warranty contained in this Agreement made by the
Purchaser. 

Limitations 

11.3               
Notwithstanding any other provision of this Agreement, 

(a)          
the maximum aggregate amount of liability of the Vendor to the Purchaser
hereunder will be 

(i)          
unlimited in respect of a claim arising out of 

(A)          
the untruth or incorrectness of a representation or warranty contained in
§3.1(d), §3.1(e) or §4.1(f) of this Agreement, or 

(B)          
the untruth or incorrectness of any representation or warranty contained in this
Agreement made by the Vendor or a breach by the Vendor of any obligation,
covenant, term or provision to be observed or performed by the Vendor pursuant
to this Agreement or any other agreement, certificate or instrument contemplated
by this Agreement, involving fraud, wilful misrepresentation, wilful misconduct
or wilful concealment by or on behalf of the Vendor, and 

(ii)          limited
to the Purchase Price in respect of all other claims, 

(b)          
the maximum aggregate amount of liability of the Purchaser to the Vendor
hereunder will be 

(i)          
unlimited in respect of a claim arising out of the untruth or incorrectness of
any representation or warranty contained in this Agreement made by the Purchaser
or a breach by the Purchaser of any obligation, covenant, term or provision to
be observed or performed by the Purchaser pursuant to this Agreement or any
other agreement, certificate or instrument contemplated by this Agreement,
involving fraud, wilful misrepresentation, wilful misconduct or wilful
concealment by or on behalf of the Purchaser, and 

(ii)          limited
to the Purchase Price in respect of all other claims.

Exclusive Remedy 

11.4          
The rights of indemnity set forth in this Part 11 are the sole and exclusive
remedy of each Party in respect of the untruth or incorrectness of any
representation or warranty contained in this Agreement or a breach of any
obligation, covenant, term or provision to be observed or performed pursuant to
this Agreement or any other agreement, certificate or instrument contemplated by
this Agreement. Accordingly, the Parties waive, from and after the Closing, any
and all rights, remedies and claims that one Party may have against any other,
whether at law, under any statute or in equity, or otherwise directly or
indirectly, relating to the 




- 35 - 

provisions of this Agreement or the transactions contemplated
by this Agreement other than those expressly provided for in this Part 11 and
other than those arising with respect to fraud, wilful misrepresentation, wilful
misconduct or wilful concealment. 

Indemnification Procedures for Third Party Claims 

11.5               
In the case of claims made by a third party with respect to which
indemnification is sought hereunder 

(a)          
the Party seeking indemnification (the “indemnified party”) will give prompt
notice, and in any event within 20 days, to the Party from whom indemnification
is sought (the “indemnifying party”) of any such claims made upon it,

(b)          
the indemnifying party will have the right, by notice to the indemnified party
given not later than 30 days after receipt of the notice described in §(a), to
assume the control of the defence, compromise or settlement of the claim,
provided that such assumption will, by its terms, be without cost to the
indemnified party and provided further that the indemnifying party will have
acknowledged in writing its obligation to indemnify the indemnified party in
accordance with the terms contained in this Part 11 in respect of that
claim,

(c)          
upon the assumption of control of any claim by the indemnifying party as set out
in §(b), the indemnifying party will diligently proceed with the defence,
compromise or settlement of the claim at its sole expense, including if
necessary, employment of counsel reasonably satisfactory to the indemnified
party and, in connection therewith, the indemnified party will co-operate fully,
but at the expense of the indemnifying party with respect to any out-of-pocket
expenses incurred, to make available to the indemnifying party all pertinent
information and witnesses under the indemnified party’s control, make such
assignments and take such other steps as in the opinion of counsel for the
indemnifying party are reasonably necessary to enable the indemnifying party to
conduct such defence. The indemnified party will also have the right to
participate in the negotiation, settlement or defence of any claim at its own
expense,

(d)          
the final determination of any claim pursuant to this section, including all
related costs and expenses, will be binding and conclusive upon the Parties as
to the validity or invalidity, as the case may be of such claim against the
indemnifying party, and 

(e)           if
the indemnifying party does not assume control of a claim as permitted in §(b),
the indemnifying party will still be obligated to indemnify the indemnified
party in respect of such claim in accordance with the terms contained in this
Part 11. 




- 36 - 

PART 12 

DISPUTE RESOLUTION 

Submission to Arbitration 

12.1               
If, at any time, there is a dispute between the parties with respect to any
matter arising out of or relating to this Agreement or the transactions
contemplated hereunder, either party will be entitled to refer the dispute to
binding arbitration by a single arbitrator in accordance with the rules of
arbitration of the International Chamber of Commerce as modified by the
provisions herein. 

Place of Arbitration 

12.2               
The arbitration will take place in Federal Republic of Germany. 

Acceptance and Implementation 

12.3               
Each party agrees to participate in good faith in the arbitration process and
will accept as final and binding and proceed in good faith diligently to
implement, the award or decision of the arbitrator. An award or decision of the
arbitrator concerning the interpretation of this Agreement will be binding on
the parties. 

Legal Proceedings 

12.4               
Subject to §12.5 and except as otherwise agreed to by the parties, a legal
proceeding commenced by a party in respect of an issue or dispute under this
Agreement will be stayed until an arbitration is initiated and a decision on the
arbitration is delivered or the arbitration process has otherwise ended and will
be discontinued following the award or decision of the arbitrator on the
arbitration unless the award or decision concludes the arbitration and the
dispute remains unresolved. 

Exclusions 

12.5               
This Part 12 will not apply to any legal proceeding seeking the grant of
injunctions, restraining orders, specific performance and similar remedies from
a court of competent jurisdiction. 

PART 13 

POST-CLOSING COVENANTS 

Non-Competition 

13.1               
The Vendor covenants and agrees with the Purchaser that it will not, nor will it
permit any of its Affiliates, for a period of three years from the date hereof,
either individually or in partnership, jointly or in conjunction with any
person, firm, association, syndicate, 




- 37 - 

corporation, or any other entity whether as principal, agent,
employee or shareholder or in any other manner whatsoever, carry on or be
engaged in or be concerned with or interested in, or advise or permit its name
or any part thereof to be used or employed by or associated with, any person,
firm, association, syndicate, corporation, or other entity engaged in or
concerned with any business, anywhere in Europe, the Middle East or Africa,
which is the same as or similar to the business of any of the Companies, except
as a shareholder holding less than 10% of the outstanding shares of a
corporation offering its shares to the public. 

Non-Solicitation

13.2               
The Vendor covenants and agrees with the Purchaser that it will not, nor will it
permit any Affiliate at any time within a period of three years from the date
hereof, directly or indirectly, approach or solicit any customer, supplier or
employee of a Company, or attempt to direct any customer, supplier or employee
away from a Company. As used in this paragraph “customer” and “supplier” will
extend only to those persons, firms, corporations or other entities who are
served by or with whom a Company has become acquainted before the date of this
Agreement. 

Remedies

13.3               
In recognition of the irreparable harm that a violation of §13.1 or §13.2 would
cause to the Purchaser or the Companies, the Purchaser and Hallotel will have
the right to enforce this Agreement by specific remedies, which will include,
among other things, temporary restraining orders and temporary and permanent
injunctions. In the event of any such violation, the Vendor agrees to be liable
for and to pay the reasonable legal fees incurred by the Purchaser or Hallotel
in pursuing any of its rights with respect to such violation or violations in
addition to the actual damages sustained by the Purchaser or Hallotel as a
result thereof. The duration of the non-competition and non-solicitation periods
set out in, as applicable, §13.1 or §13.2, will be extended beyond the time
period set forth above for a period equal to the duration of any breach or
default of either such covenant. 

Modification

13.4               
If any portion of §13.1 or §13.2 is considered by a court of competent
jurisdiction to be excessive in its duration, scope or in the area to which it
applies, it will be considered modified and valid for such scope, duration and
for such area as said court may determine reasonable under the
circumstances.

Release from Guarantees

13.5               
After the Closing, the Purchaser and the Vendor will cooperate to have Mr.
Teyfik Oezcan, the General Manager of Hallotel, released from certain guarantees
delivered to Hallotel’s telecom termination partners for the benefit of Hallotel
by the cancellation of the guarantees or their replacement by guarantees of the
Purchaser. 




- 38 - 

Post-Closing Information

13.6               
As soon as practicable after the Closing, but no later than 30 days after
Closing, the Vendors will deliver to the Purchaser

(a)          
the information set out in Schedule 3, which confirms certain information
provided to the Purchaser before the date of this Agreement, and 

(b)           a
list of all capital assets owned by the Company and all commissions paid that
relate to the price adjustments set out in §2.3. 

PART 14 

GENERAL 

Acknowledgement of Confidentiality 

14.1               
The Vendor acknowledges and agrees that

(a)           it
has had access to information and trade secrets pertaining to the business,
services and techniques of the Companies and, as a result of negotiating this
Agreement, the Purchaser, both present and contemplated (collectively, the
“Confidential Information”),

(b)          
the disclosure of any of the Confidential Information to competitors of the
Companies or the Purchaser, to others or to the public, would be highly
detrimental to the best interests of the Purchaser and Hallotel, and 

(c)          
the right to maintain the Confidential Information constitutes a proprietary
right which the Purchaser and Hallotel are entitled to protect.

Covenant on Confidentiality 

14.2               
The Vendor covenants and agrees that at all times hereafter it will

(a)          hold all
of the Confidential Information in secrecy, as the trustee or custodian for the
Purchaser and Hallotel, and for the Purchaser and Hallotel’s exclusive benefit
and use, 

(b)          
faithfully do all in its power to assist the Purchaser and Hallotel in
maintaining the secrecy of the Confidential Information, and 

(c)          
not at any time without the prior written consent of the Purchaser,

(i)          
disclose or divulge, directly or indirectly, to any person, firm or corporation
any of the Confidential Information, or 




- 39 - 

(ii)         
practise or use, other than for the benefit of the Purchaser or the Companies,
any of the Confidential Information. 

Exceptions

14.3               
Notwithstanding §14.1(a), nothing will be deemed to be Confidential Information
which: 

(a)           is
known to the party receiving the information at the time of disclosure, unless
any individual who knows the information is under an obligation to keep that
information confidential; 

(b)          
becomes publicly known or available without the disclosure thereof by the party
receiving the information in violation of this Agreement; or 

(c)           is
received by the party receiving the information from a third party not under an
obligation to keep that information confidential. 

14.4               
The provisions of §14.2 will not prohibit the disclosure of information required
to be made under federal or state securities laws, rules and regulations or by
order of any federal, state or local regulatory agency or as otherwise required
to be disclosed under applicable law. If any disclosure is so required, the
party making such disclosure will consult with the other party before making
such disclosure, and the parties will use all reasonable efforts, acting in good
faith, to agree upon a text for such disclosure which is satisfactory to both
parties. 

Governing Law and Attornment 

14.5               
This Agreement will be exclusively governed by, and interpreted and construed in
accordance with, the laws prevailing in the Federal Republic of Germany and the
parties irrevocably and unconditionally attorn to the jurisdiction of the courts
of the Federal Republic of Germany and all courts having appellate jurisdiction
thereover. Each party hereby irrevocably waives, to the fullest extent permitted
by applicable law, any right it may have to a trial by jury in respect of any
litigation directly or indirectly arising out of, under or in connection with
this Agreement. 

Notices 

14.6               
Every notice, request, demand or direction to be given pursuant to this
Agreement must be in writing and must be delivered by hand (e.g. Federal Express
or other reputable courier service) or sent by facsimile transmission or other
similar form of written transmission by electronic means, in each case addressed
as follows: 




- 40 - 

(a)           if
to the Purchaser: 

                             
Turinco,
Inc. 
                             
2610 – 1066 West Hastings
Street 
                             
Vancouver, British
Columbia 
                             
Canada V6E
3X2 
                             
Attention:   Chief Executive
Officer 
                             
Facsimile:    (604) 684-4601 

               
with a copy to: 

                             
Lang Michener
LLP 
                             
1500 – 1055 West Georgia
Street 
                             
Vancouver, British
Columbia 
                             
Canada V6E
4N7 
                             
Attention: Leo
Raffin 
                             
Facsimile: (604) 685-7084 

(b)           if
to the Vendor: 

                             
BRULEX – Consultadoria Economica e Marketing
ltda. 
                             
Rua da Alfãndega nr.
13, 
                             
9000 Madeira,
Portugal 
                             
Facsimile: +351 (291)
281637 
                             
Attention: Mr. Carlo Alberto De Freitas Teixiera 

                
with a copy to: 

                             
Seal Consulting
SA 
                             
via Magatti,
1 
                             
6900 Lugano
(CH) 
                             
Facsimile: 641 91 910 27
59 
                             
Attention: Mr. Alfredo Serica 

(c)           if
to Hallotel: 

                             
Hallotel Deutschland
GmbH 
                             
Otto-Hahn-Straße
8 
                             
63225
Langen 
                             
Reg-Nr
04/058 
                             
Germany
                             
Attention: Teyfik Oezcan, General
Manager 
                             
Facsimile: 49 (6103) 923281 




- 41 - 

                
with a copy to: 

                             
Pittler 55
GmbH 
                             
Lindenstrasse
37 
                             
D-60325 Frankfurt /
Main 
                             
Facsimile: +49
69-740932999 
                             
Attention: Bayram Yildizoglu, General Manager 

or to such other address or transmission receiving station in
as specified by a party by notice to each other party. Any notice delivered by
hand or sent by facsimile transmission will be deemed conclusively to have been
effectively given on the day notice was delivered or sent as aforesaid if it was
delivered or sent on a day that was a Business Day at the place of the intended
recipient, or on the next day that is a Business Day at such place if it was
delivered or sent on a day that was not a Business Day at such place. 

Time of Essence 

14.7               
Time is of the essence in the performance of each obligation under this
Agreement. 

Public Notices 

14.8               
The Parties agree that all notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement will be jointly
planned and co-ordinated and no Party will act unilaterally in this regard
without the prior approval of the others, such approval not to be unreasonably
withheld. 

Public Disclosure 

14.9               
Before and after Closing, none of the Parties will disclose the terms of this
Agreement, except as reasonably required for income tax purposes or as otherwise
may be required by law including all securities laws and applicable stock
exchange rules and policies. Notwithstanding the foregoing, in the case of any
public filing of this Agreement under applicable securities laws the Parties
will use reasonable efforts to jointly plan and coordinate such filings. 

Entire Agreement 

14.10               
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements and understandings, oral or written, by and
between any of the Parties with respect to the subject matter hereof. 

Waiver and Consent 

14.11               
No delay or failure by a party to exercise any of its rights under this
Agreement constitutes a waiver of any such right. No consent or waiver, express
or implied, by a party to, or of any breach or default by any other party of,
any or all of its obligations under this Agreement will, 




- 42 - 

(a)           be
valid unless it is in writing and stated to be a consent or waiver pursuant to
this section,

(b)           be
relied upon as a consent to or waiver of any other breach or default of the same
or any other obligation,

(c)          
constitute a general waiver under this Agreement, or 

(d)          
eliminate or modify the need for a specific consent or waiver pursuant to this
section in any other or subsequent instance. 

Severability 

14.12               
If a court of other tribunal of competent jurisdiction determines that any one
or more of the provisions contained in this Agreement is invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provision or provisions will not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein will not in any way
be affected or impaired thereby, unless in either case as a result of such
determination this Agreement would fail in its essential purpose. 

Amendments 

14.13               
This Agreement may not be amended except in writing signed by each Party. 

Further Assurances 

14.14               
The Parties will with reasonable diligence, do all such things and provide all
such reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each Party will provide such further
documents or instruments required by the other Party as may be reasonably
necessary or desirable to give effect to the purpose of this Agreement and carry
out its provisions whether before or after the Closing Date. 

Assignment 

14.15               
No Party may assign this Agreement or any rights or obligations under this
Agreement without the prior written consent of the other Parties. 

Enurement 

14.16               
This Agreement and each of the terms and provisions hereof will enure to the
benefit of and be binding upon the Parties and their respective heirs,
executors, administrators, personal representatives, successors and assigns.





- 43 - 

Counterparts 

14.17               
This Agreement may be executed in any number of counterparts, in original form
or by facsimile, each of which will together, for all purposes, constitute one
and the same instrument, binding on the parties, and each of which will together
be deemed to be an original, notwithstanding that each party is not a signatory
to the same counterpart. 

IN WITNESS WHEREOF the Parties have duly executed this
Agreement effective as of the day and year first above written. 

BRULEX-CONSULTADORIA ECONOMICA 
E MARKETING LTDA.


 

	Per:            /s/
      Alfredo Serica  
	               
         Authorized Signatory 



TURINCO, INC.

 

	Per:            /s/
      Michael Jervis 
	               
         Authorized Signatory 



HALLOTEL DEUTSCHLAND GmbH 

 

	Per:             /s/
      Teyfik Oezcan
	               
         Authorized Signatory 






SCHEDULE 1 

Financial Statements 

(Attach) 




SCHEDULE 2 

Form of Promissory Note 

TURINCO, INC. 

DEMAND PROMISSORY NOTE 

	€250,000 	August •, 2006 


FOR VALUE RECEIVED, Turinco, Inc. (the “Borrower”) promises to
pay to the order of BRULEX – Consultadoria Economica e Marketing ltda. (the
“Noteholder”) the sum of €250,000 (the “Principal”), without interest, on the
following terms: 

(a)          
the Principal will be paid to the Noteholder on demand at any time after 15 days
notice; 

(b)          
notice of demand for payment of the Principal will not be made before 60 days
after the date of this Promissory Note; 

(c)           no
interest will accrue on the Principal if it is repaid within 15 days after
demand is made;

(d)          
interest will accrue if the Promissory Note is not repaid when required, at the
rate of 10% per year and will be added to the Principal; and 

(e)           no
principal or interest payments are required before demand, but the Borrower may
at any time prepay all or any portion of any amounting owing pursuant to this
Promissory Note without penalty. 

The undersigned hereby waives demand and presentation for
payment, notice of non-payment, protest and notice of dishonour. 

Repayment is subject to the provisions of section 2.2 of a Share
  Purchase Agreement dated August 9, 2006 among the Noteholder, the Borrower and
  Hallotel Deutschland GmbH. 

TURINCO, INC.

 

	Per:            __________________________
	               
         Authorized Signatory 






SCHEDULE 3 

Post-Closing Information 

The Vendor will provide the Purchaser with the following
information: 

1.          
a list of all leases of real property; 

2.          
a list of all Material Contracts along with each party thereto; 

3.          
a list of all Employees and Contractors for each Company, together with their
date of hire, title or classification, current wages, salaries or hourly rate of
pay, benefits, vacation entitlement, commissions and bonus or other material
compensation paid since the beginning of the most recently completed fiscal year
or payable to each such Employee and Contractor as of the date of the Closing.
This list will also include information for Employees and Contractors of each
Company who (a) have been absent continually from work for a period in excess of
one month, as well as the reason for their absence, including all Employees and
Contractors on disability (whether short-term or long-term), (b) are in receipt
of workers’ compensation benefits on account of their employment by the
respective Company, (c) are on an authorized unpaid leave of absence (including
maternity or parental leave or unpaid sick leave) from the respective Company,
or (d) are entitled to post-retirement or other benefits provided through a
benefit program sponsored by the respective Company or in which the respective
Company participates; 

4.          
particulars of all insurance maintained by the Company; 

5.          
a list of all authorizations, approvals, orders, licences, permits and consents
issued by a Government Entity which are necessary in connection with the conduct
and operation of the Company’s business as it is currently conducted and the
ownership, leasing or use of its Assets as the same are now owned, leased, used
conducted or operated;

6.          
a list of all Intellectual Property (other than unregistered copyrights,
know-how, trade secrets and off-the-shelf office productivity software) and all
registration applications therefor owned by or licensed to the Companies that is
material to their business; 

7.          
a list of all equipment and other personal property leases or licenses of each
Company; 

8.          
a list of the name of each bank or other financial institution with which each
Company has an account or safe deposit box and the names of all Persons
authorized to draw on the account or to have access to the safe deposit box; and


9.          
a list of the names of all Persons holding powers of attorney from each Company
along with a description of the purpose of and powers granted under each power
of attorney.