Common use of Representations and Warranties of the Vendor Clause in Contracts

Representations and Warranties of the Vendor. 3.1 The Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement, as follows: (a) the Vendor owns all of the right, title and interest in the Patent application free and clear of all liens, charges, demands and encumbrances of any kind and has the full power and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best of the Vendor's knowledge; (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledge. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 2.1 The Vendor covenants, represents and warrants to the Purchaser, as follows and acknowledges that the Purchaser is relying upon such covenants, representations and warranties in entering into this Agreement, as followsconnection with the purchase by the Purchaser of the Purchased Shares: (a) The Corporation has been duly incorporated and is organized, validly subsisting and in good standing under the laws of the Province of Queensland, Australia. (b) The Corporation is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such a qualification necessary. (c) The authorized capital of the Corporation consists of fifty thousand common shares and no preference shares of which fifty thousand common shares has been duly issued and is outstanding as fully paid and non-assessable in favour of the Vendor. (d) No person, firm or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Vendor owns all of any of the rightPurchased Shares. (e) No person, title and interest firm or corporation has any agreement or option or any right or privilege capable of becoming an agreement, including convertible securities, warrants or convertible obligations or any nature, for the purchase, subscription, allotment of issuance of any of the unissued shares in the Patent application capital of the Corporation or of any securities of the Corporation. (f) The Vendor is the registered and beneficial owner of the Purchased Shares, with good and marketable title thereto, fee and clear of any pledge, lien, charge, encumbrance or security interest of any kind and the Vendor has the power and authority and right to sell the Purchased Shares in accordance with the terms of this Agreement. (g) The books and records of the Corporation fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of the Corporation as of the date thereof and all material financial transactions of the Corporation relating to its business have been accurately recorded in such books and records. (h) The corporate records and minutes of the Corporation contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation held since incorporation of the Corporation held since incorporation of the Corporation, all such meetings were duly called and held, the share certificate books, register of shareholders, register of transfers, and register of directors of the Corporation are complete and accurate and all exigible tax payable in connection with the transfer of any securities of the Corporation has been duly paid. (i) There are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental authority relating to taxes, governmental charges or assessments asserted by any such authority. (j) The Corporation has no loans or indebtedness outstanding which have been made to directors, former-directors, officers, shareholders and/or employees of the Corporation or to any person or corporation not dealing at arms length with any of the foregoing. (k) The Corporation has good and marketable title to its assets, free and clear of any and all claims, liens, charges, demands encumbrances and encumbrances security interests whatsoever. (l) The Corporation has no subsidiaries or agreements of any kind nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the time of closing acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser. (m) Up to the time of closing there has been no change and will have been no change in the business, operations, affairs or condition of the Corporation, financial or otherwise, or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labour trouble, flood, drought, riot, storm, condemnation, act of God or otherwise, except changes occurring in the ordinary course of business, which changes have not adversely affected and will not adversely affect the organization, business, properties, prospects and financial condition of the Corporation. (n) All receivable recorded on the books of the Corporation are bona fide and good and do not include any work in progress and, subject to an allowance for doubtful accounts taken in accordance with generally accepted accounting principles, are collectable without set off or counterclaim. (o) All vacation pay, bonuses, commissions and other emoluments are reflected and have been accrued in the books of account of the Corporation. (p) The Corporation has duly and timely filed all tax returns required to be filed by it and has the full power paid all taxes which are due and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best of the Vendor's knowledge; (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standingpayable, and has not failed to take any steps in order to preserve any paid all assessments and reassessments, and all rights relating other taxes, governmental charges, penalties, interest and fines due and payable by it on or before the date hereof. The Canadian federal income tax liability of the Corporation has been assessed by Revenue Canada for all fiscal years to the Patent or date hereof. Adequate provision has been made for taxes payable for the Related Patents, current period for which tax returns are not yet required to the best of the Vendor's knowledge; (d) Except as disclosed there be filed. There are no disputes agreements, waivers or other arrangements providing for an extension of any kind time with respect to the validity filing of any tax return by, or ownership payment of any tax, governmental charge or deficiency against, the Corporation. There are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental authority relating to taxes, governmental charges or assessments asserted by any such authority. The Corporation has withheld from each payment made to any of its present or former officers, directors, and employees the amount of all taxes, including but not limited to income tax, and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any applicable tax legislation. (q) The business of the Patent or the Related Patents Corporation has been and will be carried on in the Vendor ordinary and normal course up to the time of closing. (r) The Corporation has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares of any class except as recorded in its books and records, and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so. (s) The Corporation is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other matter person, firm or corporation. (t) The Corporation is not a party to any written or oral employment, service or pension agreement. (u) The Corporation does not have any outstanding agreement (including employment agreements), contract or commitment, whether written or oral, of any nature or kind whatsoever other than as disclosed under this agreement. (v) The Corporation is not in default or breach of any contracts or agreements (written or oral), or indentures or other instruments to which may affect it is a party and there exists no state of facts which after notice or lapse of tine or both would constitute such a default or breach, and all such contracts, agreements, indentures or other instruments are now in good standing and the validity, continuance, ownership or value thereof, Corporation is entitled to all benefits thereunder except as otherwise disclosed herein. The Corporation is under no obligation in respect of its business which the best Corporation cannot reasonably be expected to fulfill in the ordinary course of its business. (w) There are not material liabilities of the Vendor's knowledge; (e) Vendor is not aware Corporation of any valid patent kind whatsoever, whether or other industrial not accrued and whether or intellectual property right belonging to a third party not determined or determinable, in respect of which is infringed by practice of the Patent Corporation or the Related Patents, nor has the Vendor received notice, complaint, threat Purchaser may become liable on or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or after the consummation of the transaction herein contemplatedtransactions contemplated by this Agreement other than: (i) liabilities disclosed on, to reflected in or provided for in the best financial statements of the Vendor's knowledge;Corporation. (gii) none liabilities disclosed or referred to in this Agreement; and (iii) liabilities arising solely due to actions of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgePurchaser. 3.2 2.2 The covenants, representations and warranties hereunder of the Vendor contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the closing of this transactionthe purchase and sale of the Purchased Shares herein provided for and, notwithstanding such closing, or any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of three (3) years following closing of the transaction provided for herein after which time the Vendor shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Purchaser in writing prior to the expiration of such period.

Representations and Warranties of the Vendor. 3.1 2.1 The Vendor covenants, represents and warrants to the Purchaser, as follows and acknowledges that the Purchaser is relying upon such covenants, representations and warranties in entering into this Agreement, as followsconnection with the purchase by the Purchaser of the Purchased Shares: (a) The Corporation has been duly incorporated and is organized, validly subsisting and in good standing under the laws of the Province of Queensland, Australia. (b) The Corporation is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such a qualification necessary. (c) The authorized capital of the Corporation consists of one hundred common shares and no preference shares of which one hundred common shares has been duly issued and is outstanding as fully paid and non-assessable in favour of the Vendor. (d) No person, firm or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Vendor owns all of any of the rightPurchased Shares. (e) No person, title and interest firm or corporation has any agreement or option or any right or privilege capable of becoming an agreement, including convertible securities, warrants or convertible obligations or any nature, for the purchase, subscription, allotment of issuance of any of the unissued shares in the Patent application capital of the Corporation or of any securities of the Corporation. (f) The Vendor is the registered and beneficial owner of the Purchased Shares, with good and marketable title thereto, fee and clear of any pledge, lien, charge, encumbrance or security interest of any kind and the Vendor has the power and authority and right to sell the Purchased Shares in accordance with the terms of this Agreement. (g) The books and records of the Corporation fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles, the financial position of the Corporation as of the date thereof and all material financial transactions of the Corporation relating to its business have been accurately recorded in such books and records. (h) The corporate records and minutes of the Corporation contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation held since incorporation of the Corporation held since incorporation of the Corporation, all such meetings were duly called and held, the share certificate books, register of shareholders, register of transfers, and register of directors of the Corporation are complete and accurate and all exigible tax payable in connection with the transfer of any securities of the Corporation has been duly paid. (i) There are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental authority relating to taxes, governmental charges or assessments asserted by any such authority. (j) The Corporation has no loans or indebtedness outstanding which have been made to directors, former-directors, officers, shareholders and/or employees of the Corporation or to any person or corporation not dealing at arms length with any of the foregoing. (k) The Corporation has good and marketable title to its assets, free and clear of any and all claims, liens, charges, demands encumbrances and encumbrances security interests whatsoever. (l) The Corporation has no subsidiaries or agreements of any kind nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the time of closing acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser. (m) Up to the time of closing there has been no change and will have been no change in the business, operations, affairs or condition of the Corporation, financial or otherwise, or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labour trouble, flood, drought, riot, storm, condemnation, act of God or otherwise, except changes occurring in the ordinary course of business, which changes have not adversely affected and will not adversely affect the organization, business, properties, prospects and financial condition of the Corporation. (n) All receivable recorded on the books of the Corporation are bona fide and good and do not include any work in progress and, subject to an allowance for doubtful accounts taken in accordance with generally accepted accounting principles, are collectable without set off or counterclaim. (o) All vacation pay, bonuses, commissions and other emoluments are reflected and have been accrued in the books of account of the Corporation. (p) The Corporation has duly and timely filed all tax returns required to be filed by it and has the full power paid all taxes which are due and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best of the Vendor's knowledge; (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standingpayable, and has not failed to take any steps in order to preserve any paid all assessments and reassessments, and all rights relating other taxes, governmental charges, penalties, interest and fines due and payable by it on or before the date hereof. The Canadian federal income tax liability of the Corporation has been assessed by Revenue Canada for all fiscal years to the Patent or date hereof. Adequate provision has been made for taxes payable for the Related Patents, current period for which tax returns are not yet required to the best of the Vendor's knowledge; (d) Except as disclosed there be filed. There are no disputes agreements, waivers or other arrangements providing for an extension of any kind time with respect to the validity filing of any tax return by, or ownership payment of any tax, governmental charge or deficiency against, the Corporation. There are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental authority relating to taxes, governmental charges or assessments asserted by any such authority. The Corporation has withheld from each payment made to any of its present or former officers, directors, and employees the amount of all taxes, including but not limited to income tax, and other deductions required to be withheld therefrom and has paid the same to the proper tax or other receiving officers within the time required under any applicable tax legislation. (q) The business of the Patent or the Related Patents Corporation has been and will be carried on in the Vendor ordinary and normal course up to the time of closing. (r) The Corporation has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares of any class except as recorded in its books and records, and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so. (s) The Corporation is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other matter person, firm or corporation. (t) The Corporation is not a party to any written or oral employment, service or pension agreement. (u) The Corporation does not have any outstanding agreement (including employment agreements), contract or commitment, whether written or oral, of any nature or kind whatsoever other than as disclosed under this agreement. (v) The Corporation is not in default or breach of any contracts or agreements (written or oral), or indentures or other instruments to which may affect it is a party and there exists no state of facts which after notice or lapse of tine or both would constitute such a default or breach, and all such contracts, agreements, indentures or other instruments are now in good standing and the validity, continuance, ownership or value thereof, Corporation is entitled to all benefits thereunder except as otherwise disclosed herein. The Corporation is under no obligation in respect of its business which the best Corporation cannot reasonably be expected to fulfill in the ordinary course of its business. (w) There are not material liabilities of the Vendor's knowledge; (e) Vendor is not aware Corporation of any valid patent kind whatsoever, whether or other industrial not accrued and whether or intellectual property right belonging to a third party not determined or determinable, in respect of which is infringed by practice of the Patent Corporation or the Related Patents, nor has the Vendor received notice, complaint, threat Purchaser may become liable on or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or after the consummation of the transaction herein contemplatedtransactions contemplated by this Agreement other than: (i) liabilities disclosed on, to reflected in or provided for in the best financial statements of the Vendor's knowledge;Corporation. (gii) none liabilities disclosed or referred to in this Agreement; and (iii) liabilities arising solely due to actions of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgePurchaser. 3.2 2.2 The covenants, representations and warranties hereunder of the Vendor contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the closing of this transactionthe purchase and sale of the Purchased Shares herein provided for and, notwithstanding such closing, or any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of three (3) years following closing of the transaction provided for herein after which time the Vendor shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Purchaser in writing prior to the expiration of such period.

Representations and Warranties of the Vendor. 3.1 The Vendor represents represents, warrants and warrants agrees to and with the Purchaser that: 7.1 The Vendor is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation. 7.2 The Vendor has all necessary corporate power, authority and capacity to own the Purchased Assets and to carry on the Business as presently conducted. 7.3 The Vendor has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement; the execution and delivery of this Agreement and the consummation of the transactions contemplated have been, or will be prior to the PurchaserClosing Time, duly authorized by all necessary corporate action on the part of the Vendor. 7.4 Except for those material contracts constituting part of the Purchased Assets which require consent to their assignment or transfer, which are listed in Schedule “7.4”, the Vendor is not a party to, bound or affected by or subject to any material indenture, mortgage, lease, agreement or instrument or any charter or by-law provision, order, judgment or decree which would be violated, contravened or breached in any material respect by, or which would result in the creation or imposition of any material security interest, lien or other encumbrance on any of the Purchased Assets as a consequence of the execution and acknowledges that delivery of this Agreement or the Purchaser is relying upon such representations and warranties consummation of any of the transactions provided for in entering into this Agreement, as follows:. (a) 7.5 The Vendor is the Vendor owns all absolute beneficial owner of the rightPurchased Assets with good and valid title, title and interest in the Patent application free and clear of all any mortgages, liens, charges, demands pledges, security interests or encumbrances or any rights of others to acquire any ownership interest in any of such Purchased Assets and encumbrances is exclusively entitled to possess and dispose of the same (save and except in each case for Permitted Encumbrances and Non-Assignable Contracts). To the extent that any Permitted Encumbrances contain material covenants or obligations by which the Vendor is bound, the Vendor is not in material default under such covenants or obligations and has no knowledge of any kind material default on the part of any other party to such Permitted Encumbrances. 7.6 Except as set forth in Schedule “7.6”, there is no suit, action, litigation, investigation, claim, complaint, arbitration proceeding or governmental proceeding, including appeals and has the full power and authority to sellapplications for review, assign and convey such rightin progress, title and interest to the Purchaserpending or, to the best of the Vendor's ’s knowledge;, threatened in writing against, or involving the Vendor or the Business or any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator which, in any case, might adversely affect the properties, business, future prospects or financial condition of the Business or the Purchased Assets, or the ability of the Vendor to enter into this Agreement or to consummate the transactions contemplated in this Agreement, and the Vendor is not aware of any existing ground on which any action, suit or proceeding may be commenced against the Vendor with any reasonable likelihood of success that is likely to have a material adverse effect on the Purchased Assets. Except as set forth in Schedule “7.6”, no significant product liability claims have been asserted or made in writing, and continue to be outstanding, against the Vendor alleging any defect in the design, manufacture or materials of any of the products of the Business. 7.7 This Agreement constitutes a valid and binding obligation of the Vendor, enforceable against it in accordance with the terms of this Agreement subject, however, to limitations with respect to enforcement imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought. 7.8 Other than changes in currencies and the price or availability of supplies, the industry in which the Vendor operates and the economies in which the Vendor carries on the Business, since September 1, 2004, (a) there has not been any material change in the affairs, prospects, condition or operations of the business, assets or financial condition of the Business or the Vendor in relation to the Business other than changes in the ordinary and normal course of business, none of which has been materially adverse; and (b) nor any damage, destruction, loss, labour trouble, or other event, development or condition of any character (whether or not covered by insurance) materially and adversely affecting the business, assets or properties of the Business or the Vendor in relation to the Business, except as disclosed in Schedule “7.8”. 7.9 Except as disclosedset forth in Schedule “7.8”, the Business has been carried on in the ordinary and normal course since September 1, 2004, and will be carried on in the ordinary and normal course after the date of this Agreement and up to the Closing Time. 7.10 Except as set forth in Schedule “7.8”, since September 1, 2004, the Vendor has not authorized to any other person any right in the Patent not, directly or the Related Patentsindirectly: 7.10.1 transferred, assigned, sold or any license to use the same or to make, use or sell anything embodying or utilizing otherwise disposed of any of the Patent assets constituting the Purchased Assets except in the ordinary and usual course of business; 7.10.2 incurred or assumed any obligation or liability (fixed or contingent) except unsecured current obligations and liabilities incurred in the Related Patentsordinary and usual course of business; 7.10.3 discharged or satisfied any lien or encumbrance, or paid any obligation or liability (fixed or contingent) other than liabilities incurred in the ordinary and usual course of business; 7.10.4 suffered an operating loss or any extraordinary loss, or waived any rights of substantial value, or entered into any commitment or transaction not in the ordinary and usual course of business where such loss, rights, commitment or transaction is or would be material in relation to the Purchased Assets or its Business as the case may be; 7.10.5 except for any Permitted Encumbrances, mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of the Purchased Assets; or 7.10.6 authorized or agreed or otherwise become committed to do any of the foregoing. 7.11 Intentionally deleted. 7.12 Schedule “7.12” sets forth a list of all policies of insurance which the Vendor maintains for the Business including the name of the insurer, the risk insured against, the amount of coverage and the amount of any deductible. 7.13 The Vendor will not assign any outstanding currency exchange contract to the Purchaser. The Vendor does not have outstanding any material written agreement, contract or commitment of any nature or kind whatsoever constituting part of the Purchased Assets, except: 7.13.1 forward commitments by the Vendor for supplies or materials in excess of $100,000 entered into in the ordinary course of business for use in the Business, which commitments have not more than 12 months to run except as set forth in Schedule “7.13.1”; 7.13.2 service contracts on office equipment; 7.13.3 the equipment and real property leases described in Schedule “1.16.2-B” attached; 7.13.4 the insurance policies described in Schedule “7.12” attached; 7.13.5 the material contracts described in Schedule “1.16.2-A” attached, and 7.13.6 agreements, contracts or commitments, written or oral, entered into with the Purchaser pursuant to the transactions contemplated. 7.14 Except as set forth in Schedule “7.14”, the material Contracts are in full force and effect, unamended, and no material default or breach exists in respect thereof on the part of the Vendor or to the best of the Vendor's ’s knowledge; (c) , on the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or part of any other matter which may affect the validity, continuance, ownership or value thereof, party. Access to current and complete copies of such material Contracts has been provided to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging Purchaser and will continue to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor provided under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgesection 10.1. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 The Vendor represents hereby represents, warrants and warrants covenants to the PurchaserParent, Acquisition Sub and Hummingbird as follows, and hereby acknowledges that Parent, Acquisition Sub and Hummingbird are relying on such representations, warranties and covenants in connection with the Purchaser is relying upon such representations and warranties in entering into this Agreement, as followspurchase by Hummingbird of the HoldCo Shares: (a) the execution and delivery of this Agreement by the Vendor owns all and HoldCo and the completion by the Vendor and HoldCo of the righttransactions contemplated hereby: (i) do not and will not conflict with, title and interest result in the Patent application free and clear breach of all liensor constitute a default under the articles, charges, demands and encumbrances of any kind and has the full power and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best by-laws or resolutions of the Vendor's knowledgeVendor (if applicable) or HoldCo, or any Contract to which the Vendor or HoldCo is a party or is otherwise bound; and (ii) do not and will not violate any law or any judicial or administrative award, judgment or decree binding upon the Vendor or HoldCo; (b) Except as disclosed, the Vendor has is not authorized to any other person any right in a non-resident of Canada within the Patent or meaning of the Related Patents, ITA or any license to use the same applicable provincial or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledgeterritorial legislation; (c) the Vendor has made all appropriate filings HoldCo is a corporation duly incorporated on · [Note: Must be incorporated after ·, 2006] and registrations in order to maintain the Patent HoldCo is duly incorporated and organized and validly existing and in good standingstanding under the Canada Business Corporations Act, and has not failed the corporate power to take any steps in order to preserve any enter into and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledgeperform its obligations under this Agreement; (d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in [the Vendor or of any other matter which may affect is a corporation duly incorporated on · and the validityVendor is duly incorporated and organized and validly existing and in good standing under the · Act, continuance, ownership or value thereof, and has the corporate power to the best of the Vendor's knowledgeenter into and perform its obligations under this Agreement]; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed this Agreement has been duly executed and delivered by practice each of the Patent or the Related Patents, nor has Vendor and HoldCo and is a valid and binding obligation of each of the Vendor received noticeand HoldCo enforceable against each of them in accordance with its terms, complaintsubject to applicable bankruptcy, threat or insolvency and other laws affecting the enforcement of creditors’ rights generally and provided that equitable remedies will only be awarded in the discretion of a claim alleging such infringement, to the best court of the Vendor's knowledgecompetent jurisdiction; (f) no person has any Contract, entitlement, warrant or option or any right capable of becoming a Contract, entitlement, warrant or option whether under statute or otherwise for the purchase from the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best HoldCo Shares or from HoldCo of any HoldCo Shares or of any of the Vendor's knowledgeSubject Shares; (g) none the authorized share capital of HoldCo consists solely of an unlimited number of common shares, of which · common shares, being all of the HoldCo Shares, are validly issued and outstanding as fully paid and non-assessable shares; (h) all of the HoldCo Shares are registered in the name of, and are beneficially owned by the Vendor with good and marketable title thereto free and clear of any Liens; (i) upon completion of the transactions herein contemplated hereby, Hummingbird will acquire the sole ownership of all of the HoldCo Shares with good and marketable title thereto free and clear of any Liens; (j) HoldCo is the sole registered and beneficial owner of the Subject Shares, all of which are held and owned by HoldCo with good and marketable title thereto free and clear of any Liens; (k) since its incorporation, the sole activity of HoldCo has been the entering into and performance under this Agreement; (l) HoldCo does not own or hold and has never owned or held any property or assets or any interests therein of any nature or kind whatsoever other than the Subject Shares and HoldCo has never carried on nor currently carries on any active business; (m) HoldCo has no obligations or liabilities (whether actual or contingent) including indebtedness to any person including, without limitation, any liabilities in respect of Taxes of any nature or kind whatsoever, or in respect of any judgments, orders, fines, penalties, awards or decrees of any court, tribunal or governmental, administrative or regulatory department, commission, board, bureau, agency or instrumentality, domestic or foreign; (n) HoldCo has not, and at the execution Closing Date will not have, declared or paid any dividends, except through one or more increases to the stated capital account maintained in respect of its common shares as contemplated by Schedule A, or made any distribution in respect of any of its shares or repurchased, redeemed or otherwise acquired any of its shares; (o) the paid-up capital for purposes of the ITA and deliver any applicable provincial or territorial legislation in respect of this Agreement the HoldCo Shares is $·; (p) HoldCo has no subsidiaries and is not a party to, bound by or affected by any Contract; (q) HoldCo has no employees and its directors and officers receive no remuneration or compensation from HoldCo; (r) HoldCo has not paid any amounts to any non-residents of Canada within the meaning of the ITA; (s) HoldCo is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership, joint venture, co-tenancy or other jointly owned business; (t) there are no claims, investigations, actions, suits or proceedings commenced, pending or threatened by, against or affecting: (i) HoldCo, whether at law or in equity before any Governmental Entity; or (ii) the Vendor, nor whether at law or in equity before any Governmental Entity, that would adversely affect in any manner the performance ability of the Vendor's Vendor to enter into this Agreement and perform its obligations hereunder; (u) both HoldCo and the Vendor are in full compliance with all laws, rules or regulations to which they are subject (including all laws, rules and regulations relating to its ownership of the Subject Shares); (v) no consent, waiver, approval, authorization, exemption, registration, license or declaration of or by, or filing with, or notification to any Governmental Entity or other person is required to be made or obtained by the Vendor or HoldCo in connection with the execution, delivery, performance or enforcement of this Agreement; (w) HoldCo does not maintain any depository account, trust account or safety deposit box and has not granted any powers of attorney; (x) the books and records of HoldCo fairly and correctly set out and disclose in all respects, in accordance with generally accepted accounting principles in Canada consistently applied, the financial position of HoldCo as of the date hereof and all financial transactions of HoldCo have been accurately recorded in such books and records; (y) the corporate records and minute books of HoldCo contain complete and accurate minutes of all meetings or resolutions of the directors and shareholders of HoldCo held since its incorporation and all such meetings were duly called and held and the share certificate books, register of shareholders, register of transfers and register of directors and officers of HoldCo are complete and accurate; (z) the Subject Shares are not subject to any contractual or other restrictions (including on transferability or voting) and neither the Vendor nor HoldCo is a party to or otherwise bound by any agreement (including a voting trust or similar agreement) in respect of the Subject Shares; (aa) the HoldCo Shares are not subject to any contractual or other restrictions (including on transferability or voting) and neither the Vendor nor HoldCo is a party to or otherwise bound by any agreement (including a voting trust or similar agreement) in respect of the HoldCo Shares; (bb) all issuances and transfers of HoldCo Shares, including the transfer of HoldCo Shares contemplated hereunder, have been and will be made in compliance with applicable law and have not conflicted, resulted in the breach of or constituted, and will not conflict with, or result in the breach of, of or constitute a default by under the articles, by-laws or resolutions of HoldCo, or any Contract to which HoldCo or the Vendor under any document of any kind to which the Vendor was or is a partyparty or was or is otherwise bound, to the best of and did not, do not and will not violate any law or any judicial or administrative award, judgment or decree binding upon HoldCo or the Vendor's knowledge; (hcc) Except with respect to tax matters: (i) HoldCo has duly and in a timely manner filed its Tax Returns with the appropriate taxing or other governmental authority or agency or if not timely filed has paid any penalties imposed as disclosed a result thereof and has duly, completely and correctly reported all income and all other amounts and information required to be reported thereon; (ii) HoldCo has duly and in a timely manner paid all Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it and Taxes that are not yet due and payable and that relate to periods ending on or prior to the Closing Date; (iii) HoldCo has duly and timely withheld from any amount paid or credited by it to or for the benefit of any person, the amount of all Taxes and other deductions required by applicable Law, rule or regulation or the administration thereof, to be withheld from such amount and has duly and timely remitted the same to the appropriate taxing or other Governmental Entity; (iv) there are no actions, suits, proceedings, judgmentsinvestigations, decrees audits, assessments or orders reassessments or claims now pending or (after due inquiry) threatened against the VendorHoldCo in respect of any Taxes and there are no matters under discussion, audit or appeal with any taxing or other governmental authority or agency relating to Taxes; (v) HoldCo has not requested, nor entered into, any agreement or other arrangement or executed any waiver providing for, an extension of time within which: (A) to file any Tax Return covering any Taxes for which HoldCo is or may be liable, (B) to file any elections, designations or similar things relating to Taxes for which HoldCo is or may be liable, (C) HoldCo is required to pay or remit any Taxes or amounts on account of Taxes, or (D) any taxing or other governmental authority or agency may assess or collect Taxes for which HoldCo is or may be liable; (vi) except as provided in Section 3.1 (q)(ii), HoldCo has not paid or credited to or for the Vendor in default account or benefit of any person, including, without limitation, any of its directors or any non-resident person, any amounts which under any agreement, applicable law, rule, rule or regulation would require any Taxes or other obligation deductions to be withheld therefrom; (vii) HoldCo is a resident of Canada and is a taxable Canadian corporation for the purposes of the ITA and is not a non-resident owned investment corporation for the purposes of the ITA; (viii) no amount has been deducted under paragraph 53(2)(g. 1) of the ITA in computing the adjusted cost based to HoldCo of the Subject Shares at any time; (ix) the Subject Shares have an adjusted cost base (as such term is defined in the ITA) to HoldCo of $· per share; (x) for purposes of the ITA, the cost to Hummingbird of the HoldCo Shares will be greater than or equal to the paid-up capital of such shares; (xi) the Subject Shares are capital property to HoldCo for the purposes of the ITA and any applicable provincial or territorial legislation; (xii) HoldCo has not been a party to any transactions with any person with whom it did not deal at arm’s length within the meaning of the ITA which would result in any way affects liability for Taxes under the Patent provisions of section 160 of the ITA or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim an analogous provision of any such default, to applicable provincial or territorial legislation; (xiii) the best HoldCo Shares are not “taxable preferred shares” for purposes of the Vendor's knowledgeITA; (dd) no person has taken or will take any action in connection with any rights to dissent in respect of the Subject Shares; and (ee) none of the foregoing representations, warranties and statements of fact contains any untrue statement of fact or omits to state any material fact necessary to make any such statement or representation not misleading to a prospective purchaser of the HoldCo Shares seeking full information as to HoldCo, its property, business and affairs. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 and the ----------------------------------------------------- Guarantors. The Vendor represents and warrants the Guarantors hereby represent and warrant to - - ---------- the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement, Owner as follows: (a) Due Organization of the Vendor owns all and the Guarantors. (i) The ------------------------------------------------- Vendor is a general partnership, validly existing and in good standing under the laws of the right, title and interest in the Patent application free and clear State of all liens, charges, demands and encumbrances of any kind California and has the full all requisite power and authority to sellown and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in all jurisdictions in which the transaction of its business in connection with the performance of its obligations under this Agreement makes such qualification necessary or required. (ii) QUALCOMM is a corporation, assign validly existing and convey such right, title and interest to in good standing under the Purchaser, to the best laws of the Vendor's knowledge;State of Delaware and has all requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in all jurisdictions in which the transaction of its business in connection with the performance of its obligations under this Agreement makes such qualification necessary or required. (iii) Sony is a corporation, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in all jurisdictions in which the transaction of its business in connection with the performance of its obligations under this Agreement makes such qualification necessary or required. (b) Except as disclosed, Due Authorization of the Vendor has not authorized to any other person any right in and the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any Guarantors; Binding ------------------------------------------------------------ Obligation. The Vendor and each of the Patent Guarantors have full partnership or - - ---------- corporate power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder, and the Related Patentsexecution, to the best delivery and performance of this Agreement by each of the Vendor's knowledge; (c) Vendor and the Guarantors has been duly authorized by all necessary corporate and/or partnership action on the part of each of the Vendor and the Guarantors; this Agreement has made all appropriate filings been duly executed and registrations in order to maintain delivered by the Patent in good standing, Vendor and has not failed to take any steps in order to preserve any is the valid and all rights relating to the Patent or the Related Patents, to the best binding obligation of the Vendor's knowledge; (d) Except Vendor enforceable in accordance with its terms, except as disclosed there are no disputes of any kind enforcement thereof may be limited by or with respect to the validity following: (i) applicable insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or ownership affecting the rights and remedies of creditors; (ii) application of equitable principles (whether enforcement is sought in proceedings in equity or at law); and (iii) provided the remedy of specific enforcement or of injunctive relief is subject to the discretion of the Patent court before which any proceeding therefore may be brought. This Agreement has been duly executed and delivered by each of the Guarantors, in their capacity as guarantors pursuant to Section 14, and is the valid and binding obligation of each Guarantor enforceable in accordance with its terms, except as enforcement thereof may be limited by or with respect to the Related Patents following: (i) applicable insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or affecting the rights and remedies of creditors; (ii) application of equitable principles (whether enforcement is sought in proceedings in equity or at law); and (iii) provided the Vendor remedy of specific enforcement or of any other matter which may affect the validity, continuance, ownership or value thereof, injunctive relief is subject to the best discretion of the Vendor's knowledge; (e) Vendor is not aware of court before which any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will proceeding therefore may be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgebrought. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 2.1 The Vendor covenants, represents and warrants to the Purchaser, as follows and acknowledges that the Purchaser is relying upon such covenants, representations and warranties in entering into this Agreement, as followsconnection with the purchase by the Purchaser of the Purchased Shares: (a) The Corporation has been duly incorporated and is organized, validly subsisting and in good standing under the laws of the State of Florida. (b) The Corporation is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such a qualification necessary. (c) The authorized capital of the Corporation consists of 100,000,000 common shares and .no preference shares of which 2,000common shares have been duly issued and are outstanding as fully paid and non-assessable in favor of the Vendor. (d) No person, firm or corporation has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Vendor owns all of any of the rightPurchased Shares. (e) No person, title and interest firm or corporation has any agreement or option or any right or privilege capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any of the unissued shares in the Patent application capital of the Corporation or of any securities of the Corporation. (f) The Vendor is the registered and beneficial owner of the Purchased Shares, with good and marketable title thereto, free and clear of all liensany pledge, chargeslien, demands and encumbrances charge, encumbrance or security interest of any kind and the Vendor has the full power and authority and right to sellsell the Purchased Shares in accordance with the terms of this Agreement. (g) The books and records of the Corporation fairly and correctly set out and disclose in all material respects, assign in accordance with generally accepted accounting principles, the financial position of the Corporation as of the date thereof and convey all material financial transactions of the Corporation relating to its business have been accurately recorded in such rightbooks and records. (h) The corporate records and minutes of the Corporation contain complete and accurate minutes of all meetings of the directors and shareholders of the Corporation held since incorporation of the Corporation held since incorporation of the Corporation, all such meetings were duly called and held, the share certificate books, register of shareholders, register of transfers, and register of directors of the Corporation are complete and accurate and all exigible tax payable in connection with the transfer of any securities of the Corporation has been duly paid. (i) There are no actions, suits, proceedings, investigations or claims now threatened or pending against the Corporation in respect of taxes, governmental charges or assessments, or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority. (j) The Corporation has no loans or indebtedness outstanding which have been made to directors, former directors, officers, shareholders and/or employees of the Corporation or to any person or corporation not dealing at arms length with any of the foregoing. (k) The Corporation has good and marketable title to its assets, free and interest clear of any and all claims, liens, encumbrances and security interests whatsoever. (l) The Vendor is not and will not be a non-resident alien within the meaning of the Internal Revenue Code of 1986, as amended. (m) The Corporation has no subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations and will not prior to the time of closing acquire, or agree to acquire, any subsidiary or business without the prior written consent of the Purchaser. (n) Up to the time of closing there has been no change and will have been no change in the business, operations, affairs or condition of the Corporation, financial or otherwise, or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God or otherwise, except changes occurring in the ordinary course of business, which changes have not adversely affected and will not adversely affect the organization, business, properties, prospects and financial condition of the Corporation. (o) All receivables recorded on the books of the Corporation are bona fide and good and do not include any work in progress and, subject to an allowance for doubtful accounts taken in accordance with generally accepted accounting principles, are collectable without set off or counterclaim. (p) All vacation pay, bonuses, commissions and other emoluments are reflected and have been accrued in the books of account of the Corporation. (q) The Corporation has duly and timely filed all tax returns required to be filed by it and has paid all taxes which are due and payable, and has paid all assessments and reassessments, and all other taxes, governmental charges, penalties, interest and fines due and payable by it on or before the date hereof. No deficiencies for any tax are currently assessed against the Corporation, and no tax return of the Corporation has ever been audited, and, to the best knowledge of the Vendor's knowledge;Corporation and the shareholders, there is no such audit pending or threatened. There is no material tax lien, whether imposed by any federal, state or local taxing authority outstanding against the assets, properties or business of the Corporation, other than any lien for taxes not yet due and payable. (br) Except as disclosedThe business of the Corporation has been and will be carried on in the ordinary and normal course up to the time of closing. (s) The Corporation has not, the Vendor has not authorized to directly or indirectly, declared or paid any dividends or declared or made any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing distribution on any of the Patent or the Related Patents, to the best its shares of the Vendor's knowledge; (c) the Vendor has made all appropriate filings any class except as recorded in its books and registrations in order to maintain the Patent in good standingrecords, and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so. (t) The Corporation is not failed a party to take or bound by any steps agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person, firm or corporation. (u) The Corporation is not a party to any written or oral employment, service or pension agreement. (v) The Corporation does not have any outstanding agreement (including employment agreements), contract or commitment, whether written or oral, of any nature or kind whatsoever. (w) The Corporation is not in order default or breach of any contracts or agreements (written or oral), or indentures or other instruments to preserve any which it is a party and there exists no state of facts which after notice or lapse of time or both would constitute such a default or breach, and all rights relating such contracts, agreements, indentures or other instruments are now in good standing and the Corporation is entitled to all benefits thereunder except as otherwise disclosed herein. The Corporation is under no obligation in respect of its business which the Patent or Corporation cannot reasonably be expected to fulfill in the Related Patents, to the best ordinary course of its business. (x) There are not material liabilities of the Vendor's knowledge; (d) Except as disclosed there are no disputes Corporation of any kind with whatsoever, whether or not accrued and whether or not determined or determinable, in respect to of which the validity or ownership of the Patent Corporation or the Related Patents in the Vendor Purchaser may become liable on or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or after the consummation of the transaction herein contemplatedtransactions contemplated by this Agreement other than: (i) liabilities disclosed on, to reflected in or provided for in the best financial statements of the Vendor's knowledge;Corporation. (gii) none liabilities disclosed or referred to in this Agreement; and (iii) liabilities arising solely due to actions of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgePurchaser. 3.2 2.2 The covenants, representations and warranties hereunder of the Vendor contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the closing of this transactionthe purchase and sale of the Purchased Shares herein provided for and, notwithstanding such closing, or any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of three (3) years following closing of the transaction provided for herein after which time the Vendor shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Purchaser in writing prior to the expiration of such period.

Representations and Warranties of the Vendor. 3.1 The Each of the Vendor hereby represents and warrants warrants, jointly and severally, to the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement, as follows: (a) The Vendor have good right, full power and absolute authority to enter into this Agreement and to sell, assign and transfer the Vendor owns Purchased Shares to the Purchaser in the manner contemplated herein and to perform all of the Vendor obligations under this Agreement. (b) The Corporation is incorporated and validly subsisting in all respects under the laws of its jurisdiction of incorporation and has all necessary corporate power to own its properties and to carry on its business as it is now being conducted. (c) The authorized capital of the Corporation consists of an unlimited number of Common Shares, of which only (to be provided) Common Shares are issued and outstanding, all of which are owned by the Vendor and are outstanding as fully paid and non-assessable shares. The Vendor own all of the issued and outstanding shares of the Corporation as the shareholders of record and as the beneficial owners, with good and marketable title thereto, free and clear of any and all Encumbrances. (d) No Person, other than Purchaser, has any oral or written agreement, option, warrant, right, title privilege or any other right capable of becoming any of the foregoing (whether legal, equitable, contractual or otherwise), with respect to the Common Shares and interest the Purchased Shares. (e) There are no shareholders’ agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Common Shares of the Corporation. (f) The financial records to be provided to the Purchaser prior to Closing will have been prepared in accordance with generally accepted accounting principles, are true, correct and complete in all material respects and present fairly the financial condition of the Corporation as at the actual time of closing. No information, records or systems pertaining to the operation or administration of the Business are in the Patent application possession of, recorded, stored, maintained by or otherwise dependent on any other person. (g) The Corporation has filed annual tax returns to year end 2016. The Corporation has not, as of the date of closing, incurred a tax liability at any level of government jurisdiction, which at the Closing Time will remain unsatisfied. (h) The Corporation is the owner of and has good and marketable title to all of its properties and assets free and clear of all liensEncumbrances whatsoever. No other person owns any assets which are being used in the Business. There are no agreements or commitments to purchase property or assets by the Corporation, charges, demands and encumbrances other than in the ordinary course of any kind and has the full power and authority to sell, assign and convey such right, title and interest to Business. As of the Purchaser, to date of this Agreement the assets of the Corporation are as set out in Schedule “B” attached hereto. (i) To the best of the Vendor's knowledge;’ knowledge there is no litigation, known or threatened related to the Corporation. (bj) Except as disclosed, the Vendor has not authorized There are no changes to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any current employees of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings Corporation and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind with respect to the validity new employee claims or ownership obligations outstanding as accrued as of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver date of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgeAgreement. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 The Vendor represents and warrants to the PurchaserPurchaser as follows, and acknowledges with the intent that the Purchaser is relying upon such will rely on these representations and warranties in entering into this Agreement, and in concluding the Transaction (the “Closing”). 3.1 The Vendor is duly incorporated and validly existing and in good standing under the laws of Nevada and has all necessary corporate power and authority to own and dispose of its assets and carry on its business as followspresently carried. 3.2 The execution and delivery of this Agreement and the Closing have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors. 3.3 Neither the execution and delivery of this Agreement nor the Closing will: (a) violate any of the terms and provisions of the memorandum or articles of the Vendor owns all or Bonnyridge, or any order, decree, statute, by-law, regulation, material contract, covenant or restriction applicable to the Vendor, Bonnyridge or any of the rightShares; (b) give any person the right to terminate, cancel or seize any of the Shares; or (c) result in any fees, duties, taxes, assessments or other amounts relating to any of the Shares becoming due or payable by the Purchaser in connection with the Transaction. 3.4 The Vendor owns and possesses and has a good marketable title and interest in to the Patent application Shares, free and clear of all mortgages, liens, charges, demands pledges, security interests, encumbrances and encumbrances other claims. No person, firm or company has any agreement, option, right or privilege (whether pre-emptive, contractual or otherwise) capable of any kind becoming an agreement for the purchase, acquisition, subscription for or issue of the Shares. 3.5 The Shares constitute 100% of the issued and outstanding shares in the capital of Bonnyridge, which is duly incorporated and validly existing and in good standing under the laws of Botswana and has the full all necessary corporate power and authority to sell, assign own or lease its assets and convey carry on its business as presently carried on and is duly licensed and qualified to carry on its business in each jurisdiction in which the location of its assets requires such right, title and interest to the Purchaser, to the best of the Vendor's knowledge;license or qualification. (b) Except as disclosed, 3.6 Neither the Vendor nor Bonnyridge has not authorized committed an act of bankruptcy, is insolvent, has proposed a compromise or arrangement to any other person any right its creditors generally, has had a petition or a receiving order in the Patent or the Related Patentsbankruptcy filed against it, or has it taken (or had taken against it) any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, similar proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledge. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 The Vendor hereby represents and warrants to the PurchaserPurchaser as follows, and acknowledges with the intent that the Purchaser is relying upon such representations and warranties shall rely thereon in entering into this Agreement, as followsagreement and in concluding the purchase of the Assets: (a) The Vendor is duly incorporated and validly subsisting under the federal laws of Canada pursuant to the provisions of the Canada Business Corporations Act, is not a reporting company, and is not in default of applicable requirements with respect to the filing of annual returns. (b) The Vendor has the power and capacity to own and dispose of the Assets, to enter into this agreement and to carry out its terms to the full extent. (c) The Vendor has the power, capacity and authority to carry on the Business. The Vendor’s Subsidiary has the corporate power, capacity and authority to carry on its businesses. (d) The execution and delivery of this agreement has been duly approved by the board of directors of the Vendor owns all and this agreement constitutes a legal, valid and binding obligation of the rightVendor enforceable against the Vendor in accordance with its terms. The completion of the transactions contemplated herein will be subject to the Vendor’s Special Resolution. (e) Neither the execution and delivery of this agreement nor the completion of the Closing will: (i) violate any of the terms and provisions of the Articles or By-Laws of the Vendor or any order, decree, statute, bylaw, regulation, covenant or restriction applicable to the Vendor, the Vendor’s Subsidiary or any of the Assets; (ii) give any person the right to terminate or cancel any instrument relating to the Assets or remove any of the Assets, subject to obtaining the consents referred to in paragraph 5.5; or (iii) result in any fees, duties, taxes, assessments or other amounts relating to any of the Assets becoming due and payable by the Purchaser other than sales taxes (if any) payable by the Purchaser in connection with the purchase and sale of the Assets. (f) At the Effective Time the Vendor shall own and possess and have good and marketable title and interest in to the Patent application Assets, free and clear of all liens, charges, demands security interests or encumbrances whatsoever. (g) True and encumbrances complete descriptions of the Miscellaneous Licenses (including any kind and has the full power all amendments or modifications thereto) are contained in Schedule 5 hereto, and authority to sell, assign true and convey such right, title and interest complete copies of all existing instruments relating thereto have been provided to the Purchaser; the Miscellaneous Licences constitute all licences and permits required to be held by the Vendor to carry on the Business; at the Effective Time the Miscellaneous Licenses will all be valid and subsisting and the obligations of the Vendor thereunder will have been duly observed and performed up to the Effective Time; and the assignment of the Miscellaneous Licenses to the Purchaser pursuant to the terms hereof will not create a default thereunder, subject to obtaining the prior written consents as referred to in paragraph 5.5. (h) All of the Equipment is in good working condition, reasonable wear and tear excepted. (i) The Vendor has maintained complete and accurate books and records relating to the Business and such books and records have been maintained in accordance with generally accepted accounting principles. (j) There are no written contracts with employees of the Business (the “Employees”) governing conditions of employment and there are no employees who cannot be dismissed without on more than three months notice. (k) There is no collective agreement relating to the Business with any labour union or other association of employees, and no part of the Business has been certified as a unit appropriate for collective bargaining. (l) There is no litigation or administrative or governmental proceeding or inquiry pending or, to the knowledge of the Vendor, threatened against or relating to the Business, the Vendor’s Subsidiary or any of the Assets and the Vendor does not know of or have reasonable grounds for believing that there is any basis for any such litigation, proceeding or inquiry. (m) The conduct of the Business and the uses to which the Assets have been put do not constitute a breach of any statute, bylaw, regulation, covenant, restriction, plan or permit. (n) To the best of the Vendor's knowledge; (b) Except as disclosed, ’s knowledge the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any Material Contracts are all of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings material agreements and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights contracts relating to the Patent or Business and there is no default existing under any Material Contract and there is no set of circumstances now existing which with the Related Patents, to the best passage of time would result in such a default. (o) All representations and warranties contained herein shall be true and correct at and as of the Vendor's knowledge;Effective Time as if such representations and warranties were made at and as of such time. (dp) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the The Vendor is a party, to not a non-resident of Canada within the best meaning of the Vendor's knowledge; Income Tax Act (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgeCanada). 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 6.1 The Vendor represents and warrants to the Purchaser, Dane and the Principal Shareholder as follows, and acknowledges that the Purchaser is Purchaser, Dane and the Principal Shareholder are relying upon such representations and warranties in entering into connection with the execution of this Agreement, as follows: (a) The Vendor has been duly incorporated and organized, is validly existing and is in good standing under the laws of the state of Nevada, and has the corporate power to own or lease its property and to carry on its Business. (b) The Vendor owns has all necessary corporate power, authority and capacity to own the Purchased Assets and to carry on the Business as presently conducted and is in good standing each jurisdiction in which the nature of the Business or the Purchase Assets makes qualification necessary. (c) The Vendor has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement; the execution and delivery of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the party of the Vendor. (d) The Purchased Assets do not constitute all of the rightproperty and assets of the Vendor, including goodwill and corporate franchises, within the meaning contemplated by NRS 78.565, and that the Excluded Assets constitute real, valuable and substantive assets of the Vendor. (e) With the exception of the Permitted Encumbrances, the Purchased Assets are owned by the Vendor as the legal and beneficial owner with good and marketable title and interest in the Patent application thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever with the sole and encumbrances exclusive right to use the same. All intellectual property is in good standing and duly registered in all appropriate offices where required to preserve the rights and interests thereto. The Vendor has no knowledge of any kind claim or adverse ownership to infringe, oppose or conflict with any of the intellectual property. The conduct of the Business does not infringe on the patents, trademarks or copyrights, domestic or foreign, of any other person, firm or entity. (f) The Vendor has no indebtedness to any person, firm or corporation which is capable by operation of law, instrument or otherwise now or hereafter of constituting a lien, charge, security interest or encumbrance against any of the Purchased Assets, or to which the Purchaser may become liable on or after the consummation of the transactions contemplated herein, except for the Permitted Encumbrances. (g) The books and has records of the full power Vendor fairly and authority to sellcorrectly set out and disclose in all material respects, assign in accordance with generally accepted accounting principles, the financial position of the Vendor as at the date hereof, and convey such right, title and interest all material financial transactions of the Vendor relating to the PurchaserBusiness have been accurately recorded in such books and records. (h) The Vendor Financial Statements present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Vendor as at the date thereof and there will not be, prior to the Closing Date, any material increase in the liabilities of the Vendor other than increases arising as a result of carrying on the Business in the ordinary and normal course. Since the date of the Vendor Financial Statements, there has been no event, occurrence or development that has had or that could reasonably be expected to have a material adverse effect on the Business or the Purchased Assets. (i) The entering into this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any term or provision of any instrument or agreement, written or oral, to which the Vendor may be a party, and will not, to the best of the Vendor's knowledge; (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best knowledge of the Vendor's knowledge; (c) , result in the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take violation of any steps in order to preserve any and all rights relating to the Patent law or the Related Patents, to the best regulation of the Vendor's knowledge; (d) Except as disclosed there are no disputes United States or of any kind with respect statements in which it is resident or in which the Business is or at the Closing Date will be carried on or of any local laws, municipal bylaws or ordinances to the validity or ownership of the Patent or the Related Patents in which the Vendor or of any other matter which the Business may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge;be subject. (ej) There are no actions, suits or proceedings pending or threatened against or affecting the Vendor or affecting the Purchased Assets, at law or in equity, or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign and the Vendor is not aware of any valid patent existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success. (k) No person other industrial than the Vendor has any beneficial or legal interest in the Purchased Assets, with the exception of the Permitted Encumbrances. (l) The Purchased Assets are in good operating condition and are in a state of good repair and maintenance. (m) The Vendor does not have any outstanding material agreements, contracts or commitments, whether written or oral, of any nature or kind whatsoever, including, but not limited to, employment, service, consulting or pension agreements, other than those agreements set forth in the Vendor’s filings with the SEC. (n) The Vendor has the right to use all of the intellectual property right belonging necessary to a third party which is infringed by practice conduct the Business, including, but not limited to, the patents, trademarks, trade names and copyrights both domestic and foreign, set out in the Schedules hereto. (o) The Vendor has made full disclosure to the Purchaser of all aspects of the Patent or the Related Patents, nor Business and has the Vendor received notice, complaint, threat or a claim alleging such infringement, made all of its books and records available to the best representatives of the Purchaser in order to assist the Purchaser in the performance of its due diligence searches and no material facts in relation to the Purchased Assets have been concealed by the Vendor's knowledge;. (f) 6.2 The Vendor acknowledges and agrees that the Vendor is not subject to any judgmentPurchaser, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out Dane and the Principal Shareholder has entered into this Agreement or relying on the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution warranties and deliver representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that may be undertaken by the Vendor, nor the performance or on behalf of the Vendor's obligations hereunderPurchaser, will Dane and the Principal Shareholder and that no information which is now known or should be in conflict with, known or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, may hereafter become known to the best of Purchaser, Dane and the Vendor's knowledge; (h) Except as disclosed there are no actionsPrincipal Shareholder or their respective officers, proceedings, judgments, decrees directors or orders pending professional advisors will limit or threatened against extinguish the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, right to the best of the Vendor's knowledgeindemnify hereunder. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 5.1 The Vendor represents and warrants to the Purchaser, and acknowledges with the intent that the Purchaser is relying upon such representations and warranties will rely thereon in entering into this Agreement, as followsthat: (a) the Vendor owns is a corporation duly incorporated, validly existing, and in good standing under the laws of the British Virgin Islands and has the power, authority, and capacity to enter into this Agreement and to carry out its terms; (b) the execution and delivery of this Agreement and the completion of the transaction contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms; (c) the Vendor is the legal and beneficial owner of the Skill-Bingo Inventions, free and clear of all encumbrances whatsoever, and is not a party to or bound by any contract or any other obligation whatsoever that limits or impairs its ability to sell, transfer, assign or convey, or that otherwise affects, the Skill-Bingo Inventions; (d) the Vendor has the right to convey, assign and transfer all of the right, title and interest in the Patent application free and clear of all liens, charges, demands and encumbrances of any kind and has the full power and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best of the Vendor's knowledge; (b) Except as disclosed, the Vendor has not authorized to any other person any right Skill-Bingo Inventions in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledgemanner provided herein; (e) no person other than the Purchaser has been granted any interest in or right to use the Skill-Bingo Inventions or any portion thereof; and (h) the Vendor is not aware of any valid patent claim of infringement (or other industrial the inducing of or contribution to the infringement) of any intellectual property right belonging to a third party which is infringed by practice rights of any other person arising from the use of the Patent or the Related PatentsSkill-Bingo Inventions, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best any notice that use of the Vendor's knowledge; (f) the Vendor is not subject to Skill-Bingo Inventions infringes upon or breaches or will infringe upon or breach any judgment, order, writ, injunction, decree intellectual property rights of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledgeother person; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledge. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 The Vendor represents and warrants to the Purchaserto, and acknowledges that covenants in favor of, the Purchaser is relying upon such representations and warranties Company in entering into this Agreement, connection with the sale of the Properties by the Vendor as follows: (a) the Vendor owns has the exclusive power and capacity to execute and deliver this agreement and to perform its obligations under this agreement; (b) all necessary action has been taken by the Vendor to authorize the execution and delivery of this agreement and the performance of its obligations under this agreement; (c) each of the execution and delivery of this agreement, the performance by the Vendor of its obligations under this agreement and the consummation of the transactions contemplated in this agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any statute, rule or regulation applicable to the Vendor; (ii) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Vendor is a party or by which he is bound; or (iii) any judgment, decree or order binding the Vendor or his property or assets; (d) this agreement constitutes a legal, valid, and binding obligation of the Vendor, enforceable against the Vendor in accordance with its terms. The Vendor has executed and delivered this agreement after having obtained such independent legal and other professional advice as it considered necessary or appropriate, on a fully informed basis, and without duress or coercion; (e) the Vendor is the recorded owner of a 100% interest in and to the Properties and the Vendor is the beneficial owner of a 100% interest in and to the Properties, in each case with good and marketable title thereto; (f) the Properties (including all ores, concentrates, minerals, metals or products in, on or under the Properties or which may be removed or extricated therefrom) and the Vendor’s interest in and to the Properties, are free and clear of any and all liens, charges, claims, encumbrances, mortgages, hypothecs, agreements, adverse claims (including, without limitation, any order or judgment relating to the Properties or any legal proceedings in process, pending or threatened which might result in any such order or judgment), royalties or other payments in the nature of a rent or royalty, or other interests of whatsoever nature or kind, recorded or unrecorded, with the exception of the 3.0% NSR granted to Jxxx Xxxxxxxx as set out in Section 3.2(d) above; (g) there is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber the Vendor’s interest in and to the Properties, other than pursuant to the provisions of this agreement; (h) neither the entering into of this agreement nor the sale and transfer to the Company of all of the right, title and Vendor’s interest in and to the Patent application Properties is, or will be, in contravention of any legislation respecting the use of lands or otherwise in the jurisdiction in which the Properties are situate; (i) there are no adverse claims against or challenges to the Vendor’s title to the Properties or any part of the Properties; (j) the Vendor has not received from any governmental instrumentality any notice of, or communication relating to, any actual or alleged breach of any environmental laws, regulations, policies or requirements, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the Properties or any operations carried out thereon; (k) to the best of the Vendor’s knowledge, there have been no material spills, discharges, leaks, emissions, ejections, escapes, dumpings or other releases of any kind of any toxic or hazardous substances in, on or under the Properties or the environment surrounding it and there is no presence of polychlorinated biphenyl in, on or under the Properties; (l) conditions on and relating to the Properties respecting all past and current operations thereon carried on by or on behalf of the Vendor is in compliance with all applicable federal, provincial, and municipal laws including all laws, orders, rules and regulations of whatever authority, as they may apply to and affect environmental matters, waste disposal and storage, and pollution control standards; (m) to the best of the Vendor’s knowledge, the Properties are free and clear of all liensunprotected open mine shafts, chargesmine openings or workings, demands and encumbrances of any kind and has the full power and authority to sellopen pits, assign and convey such rightrock stockpiles, title and interest to the Purchasermine tailings or waste materials; (n) there are no outstanding or pending or, to the best of the Vendor's ’s knowledge, threatened actions, suits, proceedings or claims affecting (or potentially affecting) all or any part of the Properties; (bo) Except as disclosedthe Vendor has and will continue to make available to the Company all information in its possession or control relating to work done on or with respect to the Properties, including information that could reasonably be considered to relate to whether the Properties might have the potential for economic mineralization; (p) the Vendor has been the registered holder of the Properties and the Vendor has not authorized granted any person or corporation access to any other person any right in the Patent or the Related Patents, right to enter upon and explore or any license to use investigate the same or to make, use or sell anything embodying or utilizing any mineral potential of the Patent or Properties and the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent such exploration or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledgeinvestigation having been conducted thereon; (fq) with the exception of the 3.0% NSR granted to Jxxx Xxxxxxxx as set out in Section 3.2(d), the Properties are not subject to any outstanding obligations or liabilities whatsoever or any agreement with any third party; (r) the surface rights of the Properties have not been dealt with or encumbered in any fashion by the Vendor and the Vendor has the right and has unimpeded access to the surface area of the Properties; (s) the Vendor is not subject aware of any restriction on the zoning of the Properties or any proposed change to such zoning which would hinder or prohibit the intended use by the Company of the Properties for exploration and mining activity; and (t) all taxes, assessments, rentals, levies or other payments relating to the Properties and required to be made to any judgmentfederal, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict withprovincial, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgemunicipal governmental instrumentality have been made. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 The In order to induce the Purchaser to enter into and consummate this Agreement, the Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement, as follows: (a) the Vendor owns is the registered holder and beneficial owner of the Shares, being all of the right, title issued and interest outstanding shares in the Patent application capital of the Company, and the Vendor has no other interest, legal or beneficial, direct or indirect, in any other securities in the capital of the Company or in the Assets or Business of the Company; (b) the Shares are free and clear of all liens, chargesmortgages, demands and encumbrances encumbrances, security instruments, equities or claims of any nature or kind whatsoever, and has the full power and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best of the Vendor's knowledge; (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best knowledge of the Vendor's knowledge, the Shares are validly issued and outstanding as fully paid and non-assessable; (c) no Person has any agreement or option or a right capable of becoming an agreement for the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best purchase of the Vendor's knowledgeShares; (d) Except as disclosed there are no disputes the execution and delivery of any kind with respect to this Agreement and the validity or ownership completion of the Patent or transaction contemplated hereby has been duly and validly authorized by all necessary corporate action on the Related Patents in part of the Vendor or of any other matter which may affect and the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledgeCompany; (e) the Vendor is not aware of any valid patent or other industrial or intellectual property has the power and capacity and good and sufficient right belonging and authority to a third party which is infringed by practice enter into this Agreement on the terms and conditions herein set forth and to transfer the legal and beneficial title and ownership of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, Shares to the best of the Vendor's knowledgePurchaser; (f) this Agreement constitutes a legal, valid and binding obligation of the Vendor is not subject to any judgment, order, writ, injunction, decree and the Company enforceable against the Vendor and the Company in accordance with its terms except as may be limited by laws of any court or governmental body which would prevent him from carrying out this Agreement or general application affecting the consummation rights of the transaction herein contemplated, to the best of the Vendor's knowledgecreditors; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver performance of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will not be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document violation of any kind agreement or other instrument to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except the Vendor is a resident of Canada as that term is defined in the Income Tax Act (Canada); (i) the Company is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia, and will on the Closing Date be in good standing with respect to the filing of annual reports and has the power, authority and capacity to enter into this Agreement and to carry out its terms; (j) the authorized capital of the Company is 10,000 shares without par value divided into 5,000 Class "A" and 5,000 Class "B" shares of which there are currently 100 Class "A" shares issued and outstanding held by the Vendor; (k) no Person has any agreement or option or a right capable of becoming an agreement: (i) to require the Company to issue any further or other securities in its capital or to convert or exchange any securities into or for shares in the capital of the Company; (ii) for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the Company; (iii) to require the Company to purchase, redeem or otherwise acquire any of the issued and outstanding shares in the capital of the Company; (l) the unaudited financial statements of the Company for the period ended November 30, 1997, which will be attached hereto as Schedule "A", are substantially true and correct in every material respect and present fairly the financial position of the Company and the results of its operations for the periods then ended, in accordance with generally accepted accounting principles applied on a basis consistent with that of previous years; (m) since November 30, 1997: (i) there have been no material adverse changes in the corporate or financial affairs or operations of the Company; (ii) the Company has discharged or satisfied or paid any Liens or Indebtedness other than current Indebtedness in the ordinary course of business; (iii) no single capital expenditure has been authorized or made by the Company which exceeds $5,000 without full disclosure to the Purchaser; (iv) neither the Company has waived or surrendered any right of material value; (n) there is no Indebtedness of the Company which is not disclosed or reflected in Schedules "A" and "C", and the Company has not guaranteed, or agreed to guarantee, any debt, liability or other obligation of any Person; (o) on the Closing Date the Indebtedness of the Company (including the Permitted Liens) will not exceed $5,000; (p) the Company is not indebted nor under obligation to the Vendor or any of the directors, officers, employees or affiliates of the Company and specifically the Company is not liable to pay any outstanding salaries or wages, except in the ordinary course of business; (q) neither the Vendor nor any officer, director or employee of the Company is indebted or under obligation to the Company on any account whatsoever; (r) no dividends or other distribution on any shares in the capital of the Company have been made, declared or authorized; (s) the Company has the corporate power to own the Assets owned by it as shown in Schedule "B", and to carry out the Business and is duly registered and qualified to carry on business in the Province of British Columbia and all other jurisdictions in which it does so; (t) the Company has good and marketable title or rights to and possession of all the Assets free and clear of all Liens, except the Permitted Liens, and neither the Vendor nor any of his family or affiliates own any Assets used by the Company; (u) since November 30, 1997, the Company has conducted the Business in the ordinary course and has maintained the Assets in good condition, repair and working order and suitable in all respects for the use to which they are intended; (v) the Accounts Receivable of the Company are bona fide and collectible and are not subject to defences, counterclaims or set-off; (w) the memorandum and articles of the Company have not been altered since the incorporation of the Company, except as disclosed in the minute books of the Company, and all such alterations have been duly approved and registered with the Registrar of Companies for the Province of British Columbia; (x) there is no basis for and there are no actions, proceedingssuits, judgments, investigations or proceedings outstanding or pending or to the knowledge of the Vendor threatened against or affecting the Company at law or in equity or before or by any court or federal, provincial, state, municipal or other governmental authority, department, commission, board, bureau or agency; (y) to the best knowledge of the Vendor, the Company is not in breach or violation of any laws, ordinances, statutes, regulations, by-laws, judgments, orders or decrees to which it is subject or orders which apply to it or of any patents, copyrights, trade-marks or licenses held by any other Person; (z) the Company has obtained all permits, certificates, approvals, registrations and licenses which are required for the operation of the Business as it is presently being conducted, and no violations thereof have been experienced, noted, or recorded, and no proceeding is pending or threatened against to revoke or limit any of them; (aa) the Vendor, Company has not experienced nor is the Vendor aware of any occurrence or event which has had, or might reasonably be expected to have, a materially adverse effect on the Business or the results of its operations; (ab) all material transactions of and the Company have been promptly and properly recorded or filed in default under or with its respective books and records, and the minute books of the Company contain all records of the meetings and proceedings of shareholders and directors thereof; (ac) the performance of this Agreement and the completion of the transactions contemplated hereby will not conflict with or be in violation of the articles of incorporation and by-laws of the Company or of any agreement, law, rule, regulation agreement or other obligation instrument to which in any way affects the Patent Vendor or the Related PatentsCompany is a party and will not give any Person any right to terminate or cancel any agreement or any right, nor has license, permit or other benefit enjoyed by the Vendor received notice, complaint, threat Company and will not result in the creation or a claim imposition of any such defaultlien, to encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the best assets of the Vendor's knowledge. 3.2 The representations and warranties hereunder shall survive closing of this transaction.Company;

Representations and Warranties of the Vendor. 3.1 The Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreementthat, as followsof the date of this Agreement and as of the Closing Date: (ai) Status and Authority The Vendor is a corporation duly existing under the Vendor owns all laws of the right, title and interest in the Patent application free and clear of all liens, charges, demands and encumbrances of any kind its incorporating jurisdiction and has the full necessary corporate authority, power and authority capacity to sellown the Property and to enter into this Agreement and to carry out the transaction contemplated by this Agreement in the manner contemplated by this Agreement. (ii) Authorization The agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Vendor hereunder and the documents and the transaction contemplated herein have been duly and validly authorized by all requisite corporate proceedings and constitute legal, assign valid and convey such right, title and interest to the Purchaser, to the best binding obligations of the Vendor's knowledge;. (biii) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, No Default under Other Agreements Neither the execution and deliver of this Agreement nor its performance by the Vendor, nor the performance of the Vendor's obligations hereunder, Vendor will be in conflict with, or result in the a breach of, of any term or provision or constitute a default by under the co stating documents or by-laws of the Vendor under or any document indenture, mortgage, hypothec, deed of trust or any kind other agreement to which the Vendor is a party, party or by which it is bound which has not been delivered to the best of the Vendor's knowledge;Purchaser. (hiv) Except as disclosed there are no No Litigation The Vendor has not received any written notice of any actions, proceedings, judgments, decrees suits or orders proceedings pending or threatened against the Vendor, nor is or affecting the Vendor in default under relation to the Property or the occupancy or use of the Property by the Vendor or by the Tenants which could affect the validity of this Agreement or any agreementtransaction provided for in this Agreement or the right of the Purchaser from and after the Closing Date to own, lawoccupy and obtain the revenue from the Property. (v) No Employees after Closing There are no employees employed in connection with the Property in respect of which the Purchaser will incur any liabilities whatsoever as a result of the completion of the transaction contemplated by this Agreement. (vi) No Trademarks There are no registered or unregistered logos, ruletrademarks or trade names used in connection with the Property that are owned by the Vendor or of which the Vendor is a registered user. (vii) Compliance with Laws The Vendor has not received any work order, regulation deficiency notice, notice of violation or other obligation which in notice of non-compliance or notice requiring compliance regarding the Property or any way affects part of the Patent improvements thereon with any federal, provincial or municipal laws, by-laws, regulations, ordinances, codes and/or restrictions. (viii) No Consents to Transfer There are no consents necessary for the transfer, assignment and conveyance of the Property or the Related PatentsMovables to the Purchaser. (ix) Movables The Movables constitute all of the equipment, nor has furnishings and fixtures used by the Vendor in connection with the Property and are free and clear of all liens and encumbrances. (x) Title to the Property The Property is legally owned by the Vendor with good and marketable freehold title. Such title is now, or will on Closing be, free and clear of all mortgages, hypothecs, liens, charges, encumbrances, restrictions, security interests, conditional sale agreements, leases and any other claims and interests whatsoever except for the Permitted Encumbrances. (xi) No Expropriation The Vendor has not received notice, complaint, threat or a claim any notice of any such default, proceeding with respect to or in connection with the expropriation or rezoning of the Property or any part thereof. (xii) No Options There are no options to purchase or rights of first refusal to purchase with respect to the best of the Vendor's knowledgeProperty or any part thereof that have not expired or been waived. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 The Vendor represents In connection with the sale and warrants transfer of the Shares to the Purchaser, and acknowledges that except as otherwise disclosed in the information provided to the Purchaser is relying upon such representations as contained in Disclosure Bundles, the Financial Statements and warranties other written disclosures provided to the Purchaser in entering into this Agreementwriting, the Vendor represent and warrant as of the date hereof, and as of the Completion Date, as follows: 7.1.1 Authorization and enforceability of the Agreement; Capacity (ai) the execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Vendor and Company; (ii) this Agreement constitutes the legal, valid and binding obligation of the Vendor and is enforceable against it in accordance with its terms (assuming due execution and delivery by Purchaser), subject to applicable bankruptcy, solvency and other laws effecting creditors’ rights generally; and (iii) the Vendor owns has all requisite power and authority to execute and deliver the Agreement and each of the Contractual Documents and any other certificate delivered by it pursuant to the Agreement (to which it is a party), and to perform its obligations hereunder or thereunder. 7.1.2 Good title to the shares subject to the sale and transfer of the Shares (i) the particulars of the Company and its Subsidiaries, including the ownership structure, as set out in Schedule 1 are true and complete as of the date hereof and as of the Completion Date; (ii) neither the Company nor any of its Subsidiaries have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock, nor does it have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock and the Vendor has not entered into any agreements or made any commitments with any person or entity for the sale, donation, transfer or assignment of the of any of their equity share in the Company, other than as provided for in this Agreement; and (iii) as of the Completion Date, all of the rightoutstanding shares of the capital stock or registered capital, as applicable, of the Company and its Subsidiaries will be validly issued, fully paid and nonassessible, meaning that no further sums are required to be paid by the holders thereof in connection with the issuance thereof, and upon the completion of the sale and transfer of the Shares, the Purchaser shall have good and marketable title and interest in to the Patent application transferred Shares, free and clear of all liensEncumbrances and adverse claims; (iv) as of the Completion Date, chargesthe Vendor shall have no interests in any shares, demands options or other securities issued by the Company or any of its Subsidiaries or in any indebtedness of the Company or any of its Subsidiaries; 7.1.3 Organization, permits and encumbrances licenses of any kind the Company and has its Subsidiaries (i) the full Company and its Subsidiaries are duly organized, validly existing and in good standing under the laws of Hong Kong SAR and the PRC respectively and have all licenses, approvals, permits and qualifications required to own their assets and carry on their business as the same is presently carried on; (ii) the Company and its Subsidiaries have all requisite power and authority necessary to sell, assign own and convey such right, title and interest to the Purchaseroperate its properties, to carry on its business as now conducted and presently proposed to be conducted and to carry out the best of transactions contemplated by this Agreement and they have conducted their business and operations within the Vendor's knowledgescope permitted by their business licenses and relevant laws and regulations; (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (ciii) the Vendor has Company and its Subsidiaries have made all appropriate filings and registrations with the public authorities required in order to maintain respect of Company and its operations under relevant laws and regulations; and (iv) the Patent in good standing, Company and has its Subsidiaries have not failed to take received any steps in order to preserve current written notices from any and all rights relating government authority except as disclosed to the Patent Purchaser in the Disclosure Letter, ordering compliance or the Related Patents, revoking any permits or licenses issued to the best it for non-compliance in respect of the Vendor's knowledge; (d) Except as disclosed there are no disputes activities of any kind with respect to Company and its Subsidiaries where such order or revocation would have a Material Adverse Effect on the validity business or ownership operations of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except Company as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgecurrently conducted. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 The 5.1 Vendor represents and warrants to the Purchaser, and acknowledges that with the intent Purchaser is relying upon such representations and warranties will rely thereon in entering into this AgreementAgreement and in concluding the transactions contemplated hereby, as follows: (a) the execution and delivery of this Agreement and the completion of the transaction contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of Vendor, and this Agreement constitutes a valid and binding obligation of Vendor enforceable against Vendor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (b) except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 3 - Consents attached hereto, neither the execution and delivery of this Agreement nor the performance of Vendor's obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to Vendor, the Vendor Assets, or any contract, agreement, instrument, covenant, mortgage, or security, to which Vendor is a party or which is binding upon Vendor, (ii) to the knowledge of Vendor, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by Purchaser under any sales tax legislation. . (iii) give rise to the creation or imposition of any Encumbrance on the The Vendor Assets, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by Vendor, or (v) violate or trigger any liability on behalf of the Purchaser pursuant to any legislation governing the sale of the The Vendor Assets by Vendor. (c) Vendor owns all of and possesses and has good and marketable title to the right, title and interest in the Patent application The Vendor Assets free and clear of all liens, charges, demands and encumbrances Encumbrances of any every kind and has the full power and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best of the Vendor's knowledge; (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledgenature whatsoever; (d) Except as disclosed there are no disputes Vendor does not have any indebtedness in excess of any kind with respect to $1,000.00 which might by operation of law or otherwise now or hereafter constitute an Encumbrance upon the validity or ownership of the Patent or the Related Patents in the The Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledgeAssets; (e) no person other than the Purchaser have any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the The Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledgeAssets; (f) except as otherwise provided herein, this Agreement discloses all contracts, engagements, and commitments, whether oral or written, relating to the The Vendor Assets including in particular contracts, engagements, and commitments: (i) out of the ordinary course of business, (ii) which entail the payment of in excess of $1,000.00 during any one year period (iii) respecting ownership of or title to any interest or claim in or to any real or personal property making up the The Vendor Assets, (iv) respecting any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person except for cheques endorsed for collection in the ordinary course of the business; (v) any confidentiality, secrecy or non-disclosure contract, (whether Vendor is not subject a beneficiary or obligant thereunder) relating to any judgmentproprietary or confidential information or any non- competition or similar contract; (vi) there has not been any default in any obligation or liability in respect of said contracts, orderengagements, writor commitments by Vendor and The Vendor has performed all of the material obligations required to be performed by it and is entitled to all benefits under any contracts; (vii) there has not been any amendment, injunctionmodification, decree variation, surrender, or release of said contracts, engagements, and commitments; and (viii) each of said contracts, engagements, and commitments is in good standing and in full force and effect and Vendor has performed all of the material obligations required to be performed by it and is entitled to all benefits thereunder, and is not in default or alleged to be in default in respect of any court material contract or governmental body which would prevent him from carrying out any other contracts, engagements or commitments provided for in this Agreement or the consummation of the transaction herein contemplatedAgreement, to the best of the Vendor's knowledgewhich Vendor is a party or by which it is bound; (g) none of the transactions herein contemplated including, without limitation, neither the execution and deliver delivery of this Agreement by the Vendor, nor the performance completion of the Vendor's obligations hereunderpurchase and sale hereby contemplated will give any party to this Agreement the right to terminate, will be in conflict withdispute or cancel any licenses or permits, or result in the breach ofrules, or constitute a default by the Vendor under any document of any kind to which the Vendor is a partyregulations, and ordinances applicable to the best of the Vendor's knowledgeThe Vendor Assets or affect such compliance; (h) Except except as disclosed in Schedule 2 - Legal and Regulatory Proceedings, there are no actions, suits, proceedings, judgmentsinvestigations, decrees complaints, orders, directives, or orders pending notices of defect or threatened against the Vendornoncompliance by or before any court, nor is the Vendor in default under any agreementgovernmental or domestic commission, lawdepartment, ruleboard, regulation tribunal, or other obligation which in any way affects the Patent authority, or the Related Patentsadministrative, nor has the Vendor received noticelicensing, complaintor regulatory agency, threat body, or a claim of any such defaultofficer issued, pending, or to the best of the Vendor's knowledge.knowledge threatened against or affecting Vendor or in respect of the The Vendor Assets; 3.2 (i) there is no requirement applicable to Vendor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Schedule 3 - Consents, or that relate solely to theidentity of the Purchaser or the nature of any business carried on by the Purchaser except for the notifications, consents and approvals described in Schedule 3 - Consents; (j) Vendor has filed or caused to be filed all material tax returns of Vendor which have become due (taking into account valid extensions of time to file) prior to the date hereof, such returns are accurate and complete in all material respects and Vendor has paid or caused to be paid all taxes due, in each case to the extent Purchaser would incur liability for Vendor's failure to file such returns or pay such taxes. There are no outstanding tax liens that have been filed by any tax authority against the The representations Vendor Assets. No claims are being asserted in writing with respect to any taxes relating to Vendor's business for which the Purchaser reasonably could be held liable and warranties hereunder shall survive Vendor knows of no basis for the assertion of any such claim; (k) Vendor has never received any notice of or been prosecuted for non-compliance with any environmental laws, nor has Vendor settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs or construction or capital expenditures to be made with respect to the Vendor Assets, nor has Vendor received notice of any of the same (l) there are no known liabilities of Vendor or its associates or Affiliates, whether or not accrued and whether or not determined or determinable, in respect of which the Purchaser may become liable on or after the Closing Date, and Vendor is specifically excluded from any responsibility of future potential environmental liabilities; and (m) Vendor agrees that upon the closing of this transactionagreement, any of previous agreements with Vendor dated April 28, 2011, with respect to an option to purchase any portion of The Vendor Assets as stated in Schedule 1 is hereby null and void and specifically does not grant Vendor any optioned right to purchase any portion of the Mississippi assets in the future.

Representations and Warranties of the Vendor. 3.1 2.1 The Vendor covenants, represents and warrants to the Purchaser, as follows and acknowledges that the Purchaser is relying upon such covenants, representations and warranties in entering into this Agreementconnection with the purchase by the Purchaser of the Purchased Shares: The Company has been duly incorporated and is organized, validly subsisting and in good standing under Companies Act, 1956. The Company is duly qualified as follows: (a) a Company to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it or the property owned or leased by it makes such a qualification necessary. No person, firm or Company has any agreement or option, or any right or privilege capable of becoming an agreement or option for the purchase from the Vendor owns all of any of the rightPurchased Shares. No person, title and interest firm or Company has any agreement or option or any right or privilege capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any of the unissued shares in the Patent application capital of the Company or of any securities of the Company. The Vendor is the registered and beneficial owner of the Purchased Shares, with good and marketable title thereto, free and clear of all liensany pledge, chargeslien, demands and encumbrances charge, encumbrance or security interest of any kind and the Vendor has the full power and authority and right to sellsell the Purchased Shares in accordance with the terms of this Agreement. All receivables recorded on the books of the Company are bona fide and good and do not include any work in progress and, assign subject to an allowance for doubtful accounts taken in accordance with generally accepted accounting principles, are collectable without set off or counterclaim The Company has duly and convey timely filed all tax returns required to be filed by it and has paid all taxes which are due and payable, and has paid all assessments and reassessments, and all other taxes, governmental charges, penalties, interest and fines due and payable by it on or before the date hereof. No deficiencies for any tax are currently assessed against the Company, and no tax return of the Company has ever been audited, and, to the knowledge of the Company and the shareholders, there is no such rightaudit pending or threatened. There is no material tax lien, title whether imposed by any central, state or local taxing authority outstanding against the assets, properties or business of the Company, other than any lien for taxes not yet due and interest payable. The business of the Company has been and will be carried on in the ordinary and normal course up to the time of closing. The Company has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares of any class except as recorded in its books and records, and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so. The Company is not a party to or bound by any agreement of guarantee, indemnification, assumption or endorsement or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person, firm or Company ­ 2.2 The covenants, representations and warranties of the Vendor contained in this Agreement and contained in any document or certificate given pursuant hereto shall survive the closing of the purchase and sale of the Purchased Shares herein provided for and, notwithstanding such closing, or any investigation made by or on behalf of the Purchaser, to shall continue in full force and effect for the best benefit of the Vendor's knowledge; (bPurchaser for a period of three(3) Except as disclosed, years following closing of the transaction provided for herein after which time the Vendor has not authorized to any other person any right shall be released from all obligations and liabilities hereunder in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any respect of the Patent or the Related Patents, to the best of the Vendor's knowledge; (c) the Vendor has made all appropriate filings such representations and registrations in order to maintain the Patent in good standing, and has not failed to take any steps in order to preserve any and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed there are no disputes of any kind warranties except with respect to any claims made by the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, Purchaser inwriting prior to the best expiration of the Vendor's knowledge; (e) Vendor is not aware of any valid patent or other industrial or intellectual property right belonging to a third party which is infringed by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to the best of the Vendor's knowledge; (f) the Vendor is not subject to any judgment, order, writ, injunction, decree of any court or governmental body which would prevent him from carrying out this Agreement or the consummation of the transaction herein contemplated, to the best of the Vendor's knowledge; (g) none of the transactions herein contemplated including, without limitation, the execution and deliver of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgeperiod. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 7.01 The Vendor represents and warrants to the Purchaser, and acknowledges that the Purchaser is relying upon such (which representations and warranties in entering into shall survive closing), that as of the date of this Agreement, as followsAgreement and on the Closing Date: (a) the Vendor owns all is a corporation duly incorporated and organized and validly subsisting and in good standing under the laws of Newfoundland and Labrador. (b) the Vendor has the corporate authority to carry out the transactions contemplated by this Agreement and has the corporate authority to own its property and carry out the Business at the Facilities, that the Agreement and the agreements, contracts and instruments required by the Agreement to be delivered to the Purchaser at the closing, have been duly authorized by the Vendor and the Agreement has been duly executed and delivered by the Vendor and is a valid and binding obligation of the right, title and interest Vendor enforceable against the Vendor in accordance with its terms. (c) other than as set forth in Schedule "P" the Patent application Purchased Assets are free and clear of from all liens, charges, demands liens and encumbrances charges and that there are no statutory liens of any kind charging or encumbering the Purchased Assets. (d) other than as set forth in Schedule "G" no equipment, chattels or goods incorporated into the Purchased Assets or sold with or as part of the Purchased Assets are subject to any lease, conditional sales agreement, chattel mortgage, or other similar agreement. On or before the Closing Date, the Vendor shall ensure that it is current with respect to all obligations in respect of any lease, conditional sale agreement or chattel mortgage such that any Purchased Asset subject to same shall be transferred to the Purchaser with such lease, conditional sale agreement or chattel mortgage in good standing. (e) the execution and has delivery by the full power Vendor of this Agreement and authority the performance by it of its obligations thereunder and the completion by it of the transactions contemplated thereby does not result in the violation of any of the terms and provisions of the constating documents or by-laws of the Vendor or of any contract of agreement to sellwhich it is a party (other than the Assumed Contracts) or, assign and convey such rightto the best of its knowledge, title and interest violate any law or regulation of Canada or of any province or territory or any municipal by-law or ordinance, or any order or decree of any Court or tribunal to which the Vendor is subject. (f) except as otherwise provided in this Agreement, the Vendor does not have knowledge of any authorization, consent or approval of, or filing with or notice to, any governmental agency, regulatory body, court or other person, being required in connection with the execution, delivery, or performance of this Agreement by the Vendor, or for the sale of the Purchased Assets thereunder. (g) there are no written or oral agreements or restrictions which in any way limit or restrict the sale of the Purchased Assets to the Purchaser, . (h) to the best of the Vendor's knowledge;, it has carried out its business in relation to the Purchased Assets in compliance in all material respects with all applicable laws, regulations, by-laws or ordinances. (b) Except as disclosed, the Vendor has not authorized to any other person any right in the Patent or the Related Patents, or any license to use the same or to make, use or sell anything embodying or utilizing any of the Patent or the Related Patents, to the best of the Vendor's knowledge; (ci) the Vendor has made all appropriate filings and registrations in order to maintain the Patent in good standing, and has is not failed to take any steps in order to preserve any and all rights relating a non-resident of Canada pursuant to the Patent or the Related Patents, to the best of the Vendor's knowledge;Income Tax Act (Canada). (dj) Except as disclosed there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledge; (e) Vendor is not aware of any valid patent material defects in relation to the Purchased Assets or any other industrial facts which are relevant to the material condition thereof. (k) no person other than the Purchaser now has, or intellectual property right belonging to a third party which is infringed by practice at the Closing Date will have, any written or oral agreements, options, undertakings or commitments or any rights or privileges capable of becoming an agreement for the purchase of the Patent or the Related Patents, nor has Purchased Assets from the Vendor received noticeor requiring the Vendor to sell or assign all or any of the Purchased Assets. (l) the Vendor does not have any notice of any orders or directives of any kind from any municipal, complaintprovincial, threat or a claim alleging such infringementfederal government, or agency thereof, with respect to the Purchased Assets, including from the federal or provincial departments of environment or labour in relation to environmental occupational, health or safety matters. (m) other than as set forth in Schedule "H" there is, to the best knowledge of the Vendor's knowledge, no litigation or other proceedings of a similar nature whatsoever outstanding with respect to the Purchased Assets and there is no action or claim or demand or other proceedings threatened before any Court or administrative agency which could adversely affect the Purchased Assets. To the knowledge of the Vendor there is not presently or anticipated to be outstanding against the Vendor or the Purchased Assets any judgment, decree, injunction, rule, order or award of any court, governmental department, commission, ward, bureau, agency or arbitrator binding upon the Vendor xxxt has not been satisfied in full. To the knowledge of the Vendor there are no open files, notices of violation or outstanding work orders relating to any equipment, buildings or realty owned or used by the Vendor from or required by any police, fire department, sanitation, health, workers, safety authorities, or any federal, provincial, municipal authority, or any matters under discussion with any such authority or department relating to open files, notice of violation of work orders and no material order affecting either the Vendor or the Purchased Assets has been issued or is expected to be issued by any governmental, ministry, agency, board or authority. (n) except as set out in Schedule "J" or in any document or report referred to therein or otherwise disclosed to the Purchaser in any report, review or analysis conducted by it or on its behalf prior to the Closing Date, to the knowledge of the Vendor: (i) it has been and is in substantial compliance with all applicable federal, provincial, municipal and local laws, statutes, ordinances, by-laws, regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency ("Environmental Laws") relating to the protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, on and off-site disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances ("Hazardous Substances"). (ii) it has obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the "Environmental Permits") required for the operation of the Facilities and each Environmental Permit is valid, subsisting and in good standing and the Vendor is in substantial compliance with all Environmental Permits and no proceeding is pending or, to the knowledge of the Vendor, threatened, to revoke or limit any Environmental Permit. (iii) it has not used or permitted to be used except in substantial compliance with all Environmental Laws, any of its property, whether owned or leased, in connection with the Facilities, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. (iv) it has not ever received any notice of, nor been prosecuted for, an offence alleging non-compliance with any Environmental Laws. (v) it has not received notice of any orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Facilities. (vi) it has not caused or permitted the release, in any substantial manner, of any Hazardous Substance on or from the Facilities. (vii) all Hazardous Substances on or from the Facilities and all other wastes and other materials and substances used in whole or in part by the Vendor or resulting from the operation of the Facilities have been disposed of, treated and stored in substantial compliance with all Environmental Laws. (viii) it has not received any notice that it is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws. (ix) it has not received any request for information in connection with any federal, provincial, municipal or local inquiries as to disposal sites. (x) it is not aware of any environmental audits, evaluations, assessments, studies or tests relating to the operations of the Facilities. (xi) it has not owned or operated any diesel or other fuel tankage, or any equipment or storage facilities containing any "PCBs", on the Facilities, or either of them. (o) other than as set forth in Schedule "P" the Vendor has not executed or agreed to create any bonds, debentures or promissory notes in relation to or otherwise affecting the Purchased Assets; (fp) other than as set forth in Schedule "P" the Vendor is not party to any agreements to give any security over the Purchased Assets or for the Vendor to acquire any assets in relation to or otherwise affecting the Purchased Assets; (q) that any and all equipment leases listed in Schedule "G" are in good standing and in full force and effect, and the Vendors are not aware of anything which with the passage of time or notice or both would result in a default thereunder; (r) that the Vendor is and will remain in compliance until the Closing Date and in all material respects with all applicable laws, rules, regulations, by-laws, ordinances and standards in relation to or otherwise affecting the Purchased Assets, including but not limited to environmental, civil rights, occupational safety and health, hazardous substances, zoning laws and building codes; (s) policies of insurance are maintained on all the Purchased Assets, issued by responsible insurers, as are appropriate, for loss or damage by all insurable hazards on a replacement cost basis. All such policies of insurance are in full force and effect and will continue in full force and effect until the Closing Date. The Vendor is not in default, whether as to the payment of premium or otherwise, under the terms of any such policy and has not failed to give notice of or present in due and timely fashion any claim or claims under any such policy; (t) that the Vendor is the owner in fee simple absolute of the Marystown Facility including the Marystown water lots and the Cow Head Facility and is the beneficial owner of the remainder of the assets comprising the Purchased Assets (except for the leased equipment set forth in Schedule "G"), with good and marketable title thereto, free and clear of any pledge, lien, charge, encumbrance or security interest of any kind on any portion or other right thereto except as otherwise provided in Schedule "P". The Vendor has the full power and unrestricted authority to sell the Purchased Assets in accordance with this Agreement. Further, at the Closing Date no person shall have any right, option, agreement or arrangement capable of becoming an agreement for the acquisition of, or the enjoyment of any rights attached to, any of the Purchased Assets or any other interest in any of them, other than the Purchaser pursuant to this Agreement. (u) that all of the equipment leased and/or financed by John Deere Credit and/or leased or financed by the Royal Bxxx of Canada (the "Capital Lease Equipment") is in good working condition, reasonable wear and tear only accepted, and in accordance with all applicable governmental or legislative standards. All of the Capital Lease Equipment (whether owned or leased) used or operated by the Vendor in connection with the Marystown Facility and the Cow Head Facility, or intended so to be, is in compliance in all material respects with all applicable laws, regulations, by-laws, ordinances and orders. (v) the trade payables set forth in Schedule "K" are all of the trade payables in respect of the Business of the Vendor carried on, and previously carried on, in respect of the Facilities, and each of them as at the date noted on Schedule "K". (w) except as stated in Schedule "Q" the Vendor is not a party to any collective agreement with any labour union or other association of employees. The Vendor is in compliance with in all material respects with all applicable federal, provincial and local laws respecting employment and employment practices, terms and conditions of employment, wages and hours of work and non-discrimination in employment, and is not engaged in any unfair labour practices. (x) except as set out in Schedule "R", there are no employee benefit plans, pensions, group sharing, group insurance or similar plans or other retirement plans, welfare benefit plans, deferred compensation plans affecting the Vendor or the Purchased Assets. The Vendor has no employees entitled to any pension, retirement, welfare profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefits plans or arrangements except as stated in Schedule "R". Schedule "V" accurately sets forth certain employee related accruals as shown on the books of the Vendor as at the date set forth in Schedule "V". (y) all tax returns and reports of the Vendor required by law to be filed prior to the date hereof have been filed and are true, complete and correct. All taxes and other governmental charges have been paid or accrued in the Vendor's financial statements for the year ended December 31, 2000. Except as set forth in Schedule "S", no property taxes are owing by the Vendor with respect to the Facilities. (z) the Vendor has been assessed for federal and provincial income taxes for all years to and including the fiscal year ended December 31, 2000 and, other than as may be reflected on Schedule "S" hereto, there are no outstanding liabilities for taxes payable, collectable or remittable by the Vendor and no matters are presently in dispute with respect to federal and provincial income tax returns. There are no outstanding goods and services taxes, source deductions or other tax liabilities, due and payable to Revenue Canada by the Vendor other than as shown in Schedule "S". (aa) the Vendor is not subject to any judgment, order, writ, injunction, decree a registrant for purposes of any court HST and its HST registration number is 87372 0452 RT0001. (bb) the Vendor possesses no information or governmental body which would prevent him from carrying out this Agreement or the consummation knowledge of the transaction herein contemplated, facts relating to the best of Purchased Assets other than as disclosed herein which might reasonably be expected to deter the Vendor's knowledge; (g) none of Purchaser from completing the transactions herein contemplated including, without limitation, for the execution Purchase Price and deliver on the other terms and conditions of this Agreement by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (h) Except as disclosed there are no actions, proceedings, judgments, decrees or orders pending or threatened against the Vendor, nor is the Vendor in default under any agreement, law, rule, regulation or other obligation which in any way affects the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim of any such default, to the best of the Vendor's knowledgeAgreement. 3.2 The representations and warranties hereunder shall survive closing of this transaction.

Representations and Warranties of the Vendor. 3.1 7.1 The Vendor represents and warrants to the Purchaser, and acknowledges with the intent that the Purchaser is relying upon such representations and warranties will rely thereon in entering into this AgreementAgreement and in concluding the transactions contemplated hereby, as follows: (a) the Vendor owns all execution and delivery of this Agreement and the completion of the right, title transaction contemplated hereby have been duly and interest in validly authorized by all necessary limited liability company action on the Patent application free and clear of all liens, charges, demands and encumbrances of any kind and has the full power and authority to sell, assign and convey such right, title and interest to the Purchaser, to the best part of the Vendor's knowledge, and this Agreement constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (b) Except except as disclosedwill be remedied by the consents, approvals, releases, and discharges described in 7 - Consents attached hereto, neither the execution and delivery of this Agreement nor the performance of the Vendor’s obligations hereunder will: (i) violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to the Vendor, the Vendor has not authorized to Business or any other person any right in of the Patent or the Related PatentsBusiness Assets, or any license contract, agreement, instrument, covenant, mortgage, or security, to use which the same Vendor is a party or which are binding upon the Vendor, (ii) to makethe knowledge of the Vendor, use result in any fees, duties, taxes, assessments, penalties or sell anything embodying other amounts becoming due or utilizing payable by the Purchaser under any sales tax legislation. . (iii) give rise to the creation or imposition of any Encumbrance on any of the Patent Business Assets, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Related Patents, Vendor or necessary to the best operation of the Business, or (v) violate or trigger any liability on behalf of the Purchaser pursuant to any legislation governing the sale of assets in bulk by the Vendor's knowledge;. (c) the Vendor owns and possesses and has made good and marketable title to the Business Assets free and clear of all appropriate filings Encumbrances of every kind and registrations in order nature whatsoever; (d) to maintain the Patent knowledge of the Vendor, the Business Assets are in good standing, working order and has not failed to take any steps in order to preserve any a functional state of repair and all rights relating to the Patent or the Related Patents, to the best of the Vendor's knowledge; (d) Except as disclosed knowledge of the Vendor there are no disputes of any kind with respect to the validity or ownership of the Patent or the Related Patents in the Vendor or of any other matter which may affect the validity, continuance, ownership or value thereof, to the best of the Vendor's knowledgelatent defects thereto; (e) Vendor is not aware of any valid patent or other industrial or intellectual the Business Assets comprise all property right belonging to a third party which is infringed and assets used by practice of the Patent or the Related Patents, nor has the Vendor received notice, complaint, threat or a claim alleging such infringement, to in connection with the best of the Vendor's knowledgeBusiness; (f) the Vendor does not have any indebtedness in excess of $10,000 which might by operation of law or otherwise now or hereafter constitute an Encumbrance upon any of the Business Assets; (g) All patent related costs (patent lawyers, patent applications, translations, etc) that have accumulated from July 20th, 2006 up to the Closing Date, will have to be taken care of at the Closing and reimbursed to BIOXEN, not to exceed US$10,000; (h) no person other than the Purchaser has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Vendor of any of the Business Assets, other than pursuant to purchase orders accepted by the Vendor in the ordinary course of the Business; (i) except as otherwise provided herein, this Agreement discloses all contracts, engagements, and commitments, whether oral or written, relating to the Business or the Business Assets including in particular contracts, engagements, and commitments: (i) out of the ordinary course of Business, (ii) which entail the payment of in excess of $10,000.00 during any one year period, (iii) patent-related costs in the amount as specified in Section 7.1(f), (iv) respecting ownership of or title to any interest or claim in or to any real or personal property making up the Business Assets, (v) respecting Intellectual Property; (vi) respecting any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person except for cheques endorsed for collection in the ordinary course of the Business; (vii) any employment or consulting contracts or any other contract with any officer, employee or consultant, other than oral contracts of indefinite hire terminable by the Vendor without cause on reasonable notice; (viii) any profit-sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee or consultant; (ix) any trust indenture, mortgage, promissory note, loan agreement, guarantee or other contracts for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (x) any contracts for capital expenditures in excess of $5,000 in the aggregate; (xi) any contract for the sale of any assets other than sales of services to customers in the ordinary course of the Business; (xii) any confidentiality, secrecy or non-disclosure contract, (whether the Vendor is a beneficiary or obligant thereunder) relating to any proprietary or confidential information or any non-competition or similar contract;. (xiii) there has not been any default in any obligation or liability in respect of said contracts, engagements, or commitments by the Vendor and the Vendor has performed all of the material obligations required to be performed by it and is entitled to all benefits under any contracts; (xiv) there has not been any amendment, modification, variation, surrender, or release of said contracts, engagements, and commitments; and (xv) each of said contracts, engagements, and commitments is in good standing and in full force and effect and the Vendor has performed all of the material obligations required to be performed by it and is entitled to all benefits thereunder, and is not subject in default or alleged to any judgment, order, writ, injunction, decree be in default in respect of any court Material Contract or governmental body any other Contracts, engagements or commitments provided for in this Agreement, to which would prevent him from carrying out the Vendor is a party or by which it is bound; CW969086.3 (j) all material Licenses required for the conduct in the ordinary course of the operations of the Business and the uses to which the Business Assets have been put have been obtained and are in good standing and such conduct and uses are in compliance in all material respects with such licenses and permits and with all laws, zoning and other bylaws, building and other restrictions, rules, regulations, and ordinances applicable to the Business and the Business Assets and neither the execution and delivery of this Agreement or nor the consummation completion of the transaction herein contemplatedpurchase and sale hereby contemplated will give any person the right to terminate or cancel the said licenses or permits or affect such compliance; (k) except as disclosed in Schedule 4 - Legal and Regulatory Proceedings, there are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of the Vendor's knowledge’s knowledge threatened against or affecting the Vendor or in respect of the Business or any of the Business Assets; (gl) none there is no requirement applicable to the Vendor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions herein contemplated includingby this Agreement, without limitationexcept for the filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Schedule 5 - Consents, or that relate solely to the identity of the Purchaser or the nature of any business carried on by the Purchaser except for the notifications, consents and approvals described in Schedule 5 - Consents; (m) since December 31, 2004, the execution Business has been carried on only in the ordinary and deliver normal course consistent with past practices and there has not been: (i) any change, event, or circumstance which would materially adversely affect the affairs, assets, liabilities, earnings, prospects, operation, or condition of this Agreement the Business; (ii) any loss, damage, or destruction, whether or not covered by insurance, which would materially adversely affect the affairs, prospects, operations, or condition of the Business or the Business Assets; (iii) any material increase in the compensation or benefits payable or to become payable by the Vendor to any of its officers, directors, employees, or agents; (iv) any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) incurred by the Vendor in connection with the Business, other than those incurred in the ordinary and normal course of the Business and consistent with past practice; (v) any license, sale, assignment, transfer, disposition, pledge, mortgage of granting of a security interest or other Encumbrance on or over any of the Business Assets, other than sales of inventory to customers in the ordinary and normal course of the Business. (n) any material change in the accounting or tax practices followed by the Vendor, nor the performance of the Vendor's obligations hereunder, will be in conflict with, or result in the breach of, or constitute a default by the Vendor under any document of any kind to which the Vendor is a party, to the best of the Vendor's knowledge; (ho) Except as disclosed there Vendor has filed or caused to be filed all material tax returns of Vendor which have become due (taking into account valid extensions of time to file) prior to the date hereof, such returns are accurate and complete in all material respects and Vendor has paid or caused to be paid all taxes due, in each case to the extent Purchaser would incur liability for Vendor’s failure to file such returns or pay such taxes. There are no actions, proceedings, judgments, decrees outstanding tax liens that have been filed by any tax authority against any property or orders pending assets of the Business. No claims are being asserted in writing CW969086.3 with respect to any taxes relating to the Business for which Purchaser reasonably could be held liable and Vendor knows of no basis for the assertion of any such claim; (p) the Vendor has never received any notice of or threatened against the Vendorbeen prosecuted for non-compliance with any Environmental Laws, nor is has the Vendor in default under settled any agreementallegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, law, rule, regulation repairs or other obligation which in any way affects construction or capital expenditures to be made with respect to the Patent Business or the Related PatentsBusiness Assets, nor has the Vendor received noticenotice of any of the same; (q) the Vendor has not caused or permitted, complaintnor does it have any knowledge of, threat the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties or assets utilized in the Business, or any such release on or from a facility owned or operated by third parties, but with respect to which the Vendor in connection with the Business is or may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part by the Vendor in connection with the Business or resulting from the Business have been disposed of, treated and stored in compliance with all Environmental Laws; (r) Schedule 3 - Intellectual Property, sets out all registered or pending Intellectual Property (including particulars of registration or application for registration, continuances, or PCT’s) and all licenses, registered user agreements and other contracts that comprise or relate to Intellectual Property. The Intellectual Property comprises all trade or brand names, business names, trade marks, service marks, copyrights, patents, trade secrets, know-how, inventions, designs and other industrial or intellectual property necessary to conduct the Business. The Vendor is the beneficial owner of the Intellectual Property, free and clear of all Encumbrances, and is not a party to or bound by any contract or any other obligation whatsoever that limits or impairs its ability to sell, transfer, assign or convey, or that otherwise affects, the Intellectual Property. No person has been granted any interest in or right to use all or any portion of the Intellectual Property. The conduct of the Business does not infringe upon the industrial or intellectual property rights, domestic or foreign, of any other person. The Vendor is not aware of a claim of any such defaultinfringement or breach of any industrial or intellectual property rights of any other person, nor has the Vendor received any notice that the conduct of the Business, including the use of the Intellectual Property, infringes upon or breaches any industrial or intellectual property rights of any other person, and the Vendor, after due inquiry, has no knowledge of any infringement or violation of any of its rights in the Intellectual Property. The Vendor is not aware of any state of facts that casts doubt on the validity or enforceability of any of the Intellectual Property. The Vendor has provided to the best Purchaser a true and complete copy of all contracts and amendments thereto that comprise or relate to the Intellectual Property; and (s) there are no liabilities of the Vendor's knowledgeVendor or its Associates or Affiliates, whether or not accrued and whether or not determined or determinable, in respect of which the Purchaser may become liable on or after the Closing Date. 3.2 The representations and warranties hereunder shall survive closing of this transaction.