THIS AGREEMENT dated for reference the 7th day of December 1998 BETWEEN:

THIS AGREEMENT dated for reference the 7th day of December
1998
 
BETWEEN:




NEWSLINK NETWORK TDS, INC. dba WESTSPHERE ASSET CORPORATION, a company
incorporated pursuant to the laws of the State of Colorado and having its
business office at Suite #000, 000 - 00xx Xxxxxx XX, Xxxxxxx,
Xxxxxxx, X0X 0X0:
OF THE FIRST PART

(herein referred to as "Westsphere")
AND:




MAC DONALD VENTURE CORPORATION, a Company incorporated pursuant to the
laws of the Province of Alberta and having its business office at 00 Xxxxxxxx
Xxxxx, Xx. Xxxxxx, Xxxxxxx, X0X 0X0;
OF THE SECOND PART

(herein referred to as "Mac Donald")
AND:




X.X. XXXXXX, businessman having a business office at #0,
0000-00xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X0X 0X0;
OF THE THIRD PART

(herein referred to as " Xxxxxx")
 
AND:




X.X. XXXXXX, businessman having a business office at 000 Xxxxxxxxx Xxxxx
XX, Xxxxxxx, Xxxxxxx X0X 0X0;
OF THE FOURTH PART

(herein referred to as "Robins")
 
 
 
WHEREAS:X. Xxx Xxxxxx, Xxxxxx and Xxxxxx are the registered and
beneficial owners of 33 of the issued and outstanding common shares of Vencash
Capital Corporation ("Vencash"); and,
X. Xxxxxx is the registered and beneficial owner of a Promissory Note (the
"Promissory Note") executed by and between Robins and Vencash in the amount of
$6,000.00 Canadian Dollars which for the purpose of this Agreement has been
exchanged to United States currency at a rate of 1.5625 for a total value of
$3,840.00 United States Dollars; and
C. Westsphere, Mac Donald, Xxxxxx and Xxxxxx wish to effect an exchange of
4,800,000 shares of the common stock of Westsphere with a deemed value of
$0.002 per share for 33 common shares of Vencash and the assignment of the
Promissory Note; and,
X. Xxx Xxxxxx, Xxxxxx and Xxxxxx have agreed to the distribution of
4,800,000 shares of common stock of Westsphere subject to the share exchange
as contemplated herein in the respective denominations and to those parties
as stated on Appendix "A" attached hereto. 
NOW THEREFOR THIS AGREEMENT WITNESSES that for and inconsideration
of the mutual premises and mutual covenants and agreements contained herein,
the parties covenant and agree each with the other as follows:
1.0 DEFINITIONS

1.1 For all purposes of the Agreement;
(a) "Effective Date" means the date that this Agreement is approved by the
shareholders of Westsphere and the requisite articles of exchange are filed
with the state of Colorado;
(b) "Board of Approval" means the requisite Board of Directors approvals as
may be required by certain of the parties to this Agreement;
(c) "Shareholder Approval" means the requisite shareholder approvals as may
be required by certain of the parties to this Agreement;
(d) "Promissory Note" means that Promissory Note" owned and registered by
X.X. Xxxxxx in the amount of $6,000.00 Canadian Dollars and equivalent to
$3,840.00 United States Dollars for the purpose of this Agreement;
(e) "Westsphere Shares" means the fully paid and non-assessable shares of
common stock of Westsphere to be allotted and issued pursuant to Article 2
hereof;
(f) "Vencash Shares" means a total of 33 common shares of Vencash, to be
exchanged by Mac Donald, Xxxxxx and Xxxxxx with Westsphere;
(g) "Share Exchange" shall mean the exchange of the Westsphere Shares for
the Vencash Shares as contemplated herein.
1.2 In this Agreement, except as otherwise expressly provided:
(a) "Agreement" means this Agreement, including the preamble and the
schedules hereto, as it may from time to time be supplemented or amended in
effect;
(b) all references in this Agreement, to be designated "Section" or other
subdivision or to a schedule is to the designated Section or other subdivision
of, or Schedule to, this Agreement;
(c) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular Section or
other subdivision or Schedule;
(d) the headings are for convenience only and do not form a part of this
Agreement and are not intended to interpret, define, of limit the scope, extent
or intent of this Agreement or any provision hereof;
(e) the singular of any term includes the plural, an vice versa, the use of
any term is equally applicable to any gender and where applicable a body
corporate; the word "or" in not exclusive and the word "including" is not
limiting, whether or not non-limiting language, such as "without limitation" or
"but not limited" to or words of similar import, is used with reference
thereto;

(f) any accounting term not otherwise defined has the meanings assigned to
it in accordance with the generally accepted accounting principals applicable
to the United States of America;
(g) any reference to a statute includes and is a reference to the statute and
to the regulations made pursuant thereto, with all amendments made thereto and
in force from time to time, and to any statute or regulations that may be
passed which has the effect of supplementing or superseding that statute or
regulations;
(h) where any representation or warranty is made "to the knowledge of" any
Person, such Person will not be liable for a misrepresentation or breach of
warranty by reason of the fact, state of facts, or circumstances in respect of
which the representation or warranty is given being untrue to such Person
proves:

(i) that such Person conducted a reasonable investigation so as to provide
reasonable grounds for a belief that there had been no misrepresentation or
breach of warrant; and

(ii) that fact, state of facts, or circumstances could not reasonably be
expected to have been determined as a result of that reasonable investigation,
irrespective of the actual investigation conducted by such person:
(j) except as otherwise provided, any dollar amount referred to in this
Agreement is in U.S. funds;
(k) any other term defined within the text of this Agreement has the meanings
so ascribed.
2.0 SHARE EXCHANGE 7 ASSIGNMENT OF PROMISSORY NOTE
2.1 Subject to the terms and conditions hereof and the requisite Board of
Director and Shareholder Approvals as required, as at the Effective Date,
Westsphere shall exchange the Westsphere Shares for the Vencash Shares.
2.2 Subject to the terms and conditions hereof, as at the Effective Date,
Robins shall assign the Promissory Note to Westsphere.
3.0 CLOSING
3.1 The completion of the Share Exchange and assignment of the Promissory
Note will take place at the Effective Date at such place as each of the parties
to this Agreement may agree to;
3.2 The effective Date shall occur no later than 90 days from the date of
execution of this Agreement, and this Agreement shall be voidable thereafter at
the option of any party upon thirty (30) days notice in writing to the parties
hereto, such election not to be unreasonably exercised. This Agreement will
terminate on the effective date of such notice of termination and except for the
provisions of Section 3.2 and 3.3, shall thereafter be null and void;
3.3 In the event that this Agreement is terminated pursuant to Section 3.2
above, and any of the parties to this Agreement have not used its best efforts
to complete the transactions contemplated by this Agreement, then
notwithstanding any other provisions of this Agreement;

(a) if Westsphere failed to use its best efforts, Westsphere shall be
liable for and shall pay all costs and expenses incurred by the parties to this
Agreement in connection with this Agreement; and

(b) if Mac Donald failed to use its best efforts, Westsphere shall be
liable for and shall pay all costs and expenses incurred by the parties to this
Agreement in connection with this Agreement; and

(c) if Xxxxxx failed to use its best efforts, Westsphere shall be liable
for and shall pay all costs and expenses incurred by the parties to this
Agreement in connection with this Agreement; and

(d) if Robins failed to use its best efforts, Westsphere shall be liable
for and shall pay all costs and expenses incurred by the parties to this
Agreement in connection with this Agreement.
4.0 TRANSACTION EXPENSES
4.1 Except as provided in Section 3.3, each party to this Agreement shall
bear all costs and expenses incurred by him or it in negotiating and preparing
this Agreement and in closing and carrying out the transactions contemplated by
this Agreement. Unless otherwise expressly provided herein, all costs and
expenses related to satisfying any condition or fulfilling any covenant
contained in this Agreement shall be borne by the party whose responsibility it
is to satisfy the condition or fulfill the covenant in question.5.0
APPROVALS
5.1 The obligations of the parties to complete the exchange of shares
shall be subject to the following:

(a) the passing of the resolutions by the shareholders of Westsphere
contemplated by Article 8.2(b) at the Shareholders Meeting ("Westsphere's
Approvals");

(b) the passing of the resolutions by the shareholders of Mac Donald
authorizing Mac Donald to enter into and conclude this Agreement. ("Mac Donald's
Resolutions");
5.2 Westsphere and Mac Donald shall use their best and reasonable efforts to
obtain the required Approvals prior to the Closing.
6.0 WESTSPHERE'S WARRANTIES AND REPRESENTATIONS
6.1 Westsphere warrants and represents to the parties to this Agreement,
with the intent that the parties to this Agreement will rely thereon in entering
into this Agreement and in concluding the Share Exchange contemplated herein
that:

(a) the Company is a company duly incorporated, validly existing and
presently in good standing under the laws of the State of Colorado 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
transactions contemplated hereby has been duly and validly authorized by all
necessary corporate action on the part of Westsphere, and this Agreement
constitutes a legal, valid and binding obligation of Westsphere in accordance
with its terms except as limited by laws of general application affecting the
rights of creditors;

(c) to the knowledge of Westsphere, Westsphere has filed all reports and
documents required to be filed with the Registrar of Companies for the State of
Colorado, and is not in default of any requirements of the Company Act of the
State of Colorado;

(d) upon completion of the Share Exchange Mac Donald, Bowser, and Robins
shall be the beneficial and registered holders of the Westsphere Shares as fully
paid and non-assessable, free and clear of all liens, charges and encumbrances
and restrictions on transfer save and except those which may be imposed by the
regulatory authorities or under applicable securities law;

(e) Westsphere has all corporate power and authority to carry on its
business as presently carried on;

(f) the making of this Agreement and the completion of the transactions
contemplated hereby and the performance of and compliance with the terms hereof,
does not conflict with or result in the preach of or the acceleration of any
indebtedness under, any terms, provisions or conditions of, or constitute
default under the Articles of Westsphere or any indenture, mortgage, deed or
trust, agreement, lease franchise, certificate, consent, permit, licensee,
authority or other instrument to which Westsphere is a party or is bound or any
judgment, decree, order, rule or regulation of any court or administrative body
by which Westsphere is bound, or, of any statute or regulation applicable to
Westsphere.
7.0 MAC DONALD, XXXXXX AND XXXXXX REPRESENTATIONS
7.1 Mac Donald, Xxxxxx and Xxxxxx warrant and represent to Westsphere,
with the intent that Westsphere will rely thereon in entering into this
Agreement and in concluding the Share Exchange contemplated herein that:

(a) Mac Donald, Bowser, and Robins are the registered holders and
beneficial owners of the Vencash Shares, free and clear of all Liens, and Robins
is the beneficial owner of the Promissory Note, free and clear of all
Liens;

(b) Mac Donald, Xxxxxx and Xxxxxx have the power and the capacity and good
and sufficient right and authority to enter into this Agreement on the terms and
conditions herein set forth and to transfer the legal and beneficial title and
ownership of the Vencash Shares and Promissory Note to the Company.
8.0 COVENANTS OF THE PARTIES
8.1 Between the date of this Agreement and the Effective Date, Mac
Donald, Xxxxxx and Xxxxxx

(a) will use their best efforts to cause Vencash to execute or consent to
an assignment of the Promissory Note if so required;

(b) will use their best efforts to cause Vencash to afford to Westsphere
and its authorized representatives access during normal business hours to all
books, contracts, commitments, records of Vencash and will furnish such copies
(certified if requested) thereof and other information as Westsphere may
reasonably request and will take such steps as may be necessary to permit
Westsphere and its authorized representatives to make such audit of the books of
account of Vencash and such physical verification of the Business Assets as
Westsphere may reasonably see fit;

(c) will diligently take all reasonable steps to obtain prior to the
Effective Date, all consents and approvals required to complete the
transactions, contemplated herein in accordance with the terms and conditions
hereof including any consents, waivers and approvals as requested by Westsphere
or Westsphere's solicitor;

(d) will do any and all things reasonably necessary and use their best
efforts, assist and fully co-operated with Westsphere in its effort to obtain
the approvals within the time limited hereunder;
8.2 Between the date of this Agreement and the Effective Date, Westsphere
will:

(a) afford to Mac Donald, Xxxxxx and Xxxxxx and its authorized
representatives access during normal business hours to all books, contracts,
commitments, records of Westsphere and will furnish such copies (certified if
requested) thereof and other information as Mac Donald, Xxxxxx and Xxxxxx may
reasonably request and will take such steps as may be necessary to permit Mac
Donald, Xxxxxx and Xxxxxx and its authorized representatives to make such audit
of the books of account of Westsphere and such physical verification of the
Business Assets as Mac Donald, Xxxxxx and Xxxxxx may reasonably see fit;

(b) call a general meeting of its shareholders to be held as soon a
practicable after execution hereof to consider and, if thought fit, approve
resolutions respecting the following matters together with such amendments as
Westsphere may specify prior to the date notice of such meeting is mailed to
Westsphere's shareholders:


(i) approval of the exchange of the Westsphere Shares for the Vencash
Shares; and

(ii) such other matters pertaining to the transactions contemplated herein
as may be reasonably requested by Mac Donald, Xxxxxx and Xxxxxx, the form and
proxy materials for the meeting to be completed to the satisfaction of Mac
Donald, Xxxxxx and Xxxxxx;

(c) deliver written confirmation of each of the foregoing, if any, to Mac
Donald, Xxxxxx and Xxxxxx; and

(d) attend to all corporate matters to carry out and implement this
Agreement as soon as possible.
8.3 Westsphere and Mac Donald, Xxxxxx and Xxxxxx shall each complete their
own due diligence investigations contemplated by subparagraphs 8.1(a) and 8.2(a)
herein respectively in order to satisfy themselves of the accuracy of each
other's representations and warranties hereunder, within thirty (30) days of the
date of this Agreement and shall each deliver to the other written confirmation
of their satisfactory completion of such investigations. Notwithstanding any
such investigations, the representations and warranties of any party hereto
shall survive the Closing Date and Closing, and shall continue in full force and
effect.
8.4 The parties agree to make or cause Westsphere to make such joint
elections under the Income Tax Act with respect to the exchange of the
Westsphere shares or any other matters as may be reasonably requested by Mac
Donald, Xxxxxx and Xxxxxx and to execute and file such documents as may be
necessary to give effect thereto.
9.0 TIME IS OF THE ESSENCE
9.1 Time is of the essence of this Agreement.
10.0 FURTHER ASSURANCES
10.1 The parties will execute and deliver such further documents and
instruments and do such acts and things as may be reasonably necessary or
requisite to carry out the full intent and meaning of this Agreement and to
effect the transactions contemplated by this Agreement.
11.0 SUCCESSORS AND ASSIGNS
11.1 This Agreement will enure to the benefit and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
12.0 COUNTERPARTS
12.1 This Agreement may be executed in several counterparts, each of
which will be deemed to be an original and all of which will together constitute
one and the same instrument.
13.0 NOTICE
13.1 All notices, requests, demands and other communications required or
permitted hereunder, or desired to be given with respect to their rights or
interest herein, assigned or reserved, shall be deemed to have been properly
given or delivered personally or sent by registered mail or sent by electronic
communication with all postage or other charges fully prepaid, and addressed to
the parties respectively as follows;

To Mac Donald:
00 Xxxxxxxx XxxxxXx. Xxxxxx, XxxxxxxX0X 0X0

To Xxxxxx:
0 Xxxxxxxxx Xxxx XXXxxxxxx, XxxxxxxX0X 0X0
To Robins:
000 Xxxxxxxxx Xx. XXXxxxxxx, XxxxxxxX0X 0X0

To Westsphere:
Newslink Network TDS, Inc. dbaWestsphere Asset Corporation#212, 000 -
00xx Xxxxxx XXXxxxxxx, XxxxxxxX0X 0X0

Or such other address as any Person may specify by notice in writing to the
other.
13.2 Any notice delivered on a business day, or sent by electronic
communication on a business day, will be deemed conclusively to have been
effectively given on the date notice was delivered or transmitted.
13.3 Any notice sent by prepaid registered mail will be deemed conclusively
to have been effectively given on the tenth business day after posting; but if
at the time of posting or between the time of posting and the tenth business day
thereafter there is a strike, lockout or other labour disturbance affecting
postal service, then the notice will note be effectively given until actually
delivered.
14.0 PROPER LAW
14.1 his Agreement will be governed by and construed in accordance with
the laws of the State of Colorado and the parties will attorn to jurisdiction of
the Courts thereof.
IN WITNESS WHEREOF the parties hereto set their hand and seal as of the day
and year first above written.

SIGNED, SEALED AND
      DELIVEREDBy NEWSLINK NETWORK TDS, INC.dba WESTSPHERE ASSET
      CORPORATIONin the presence of:_________________________________
         
          /s/X.X.
      XxxXXXXXX, President NEWSLINK NETWORK TDS, INC.
      dbaWESTSPHERE ASSET CORPORATION
      
  
     SIGNED, SEALED AND
      DELIVEREDBy MacDONALD VENTURE CORPORATIONin the presence
      of:_________________________________   
         /s/X.X. XxxXXXXXX,
      President MacDONALD VENTURE CORPORATION
  
     
      SIGNED, SEALED AND DELIVEREDBy X. X. Bowserin the presence
      of:_________________________________
       
       
         /s/X. X. XXXXXX
      X. X. XXXXXX
      
  
     
      SIGNED, SEALED AND DELIVEREDBy X. X. Xxxxxxxx the presence
      of:_________________________________
       
       
         /s/X. X. XXXXXX
      X. X. XXXXXX