EXHIBIT 10.1 This memorandum is evidence of an agreement (the "Agreement") made as of the 29th day of January, 1999 (the "effective date") between 1 THE PARTIES 1.1 The shareholders of BBL Technologies Inc. executing a copy of this agreement...

                                                                  EXHIBIT 10.1

This memorandum is evidence of an agreement (the "Agreement") made as of the
29th day of January, 1999 (the "effective date") between

1        THE PARTIES
1.1      The shareholders of BBL Technologies Inc. executing a copy of this
agreement (hereinafter collectively referred to as the "Vendors" and
individually as a "Vendor"); and

1.2      BBC Stock Market Inc. (the "Purchaser").

2        RECITALS
2.1 The Purchaser is a company whose common shares are quoted for trading
over the counter on the Bulletin Board OTC (the "BBOTC").

2.2      The Vendors and Purchaser wish to set out the terms and conditions
upon which the Purchaser shall acquire from the Vendors, all of the issued
and outstanding shares (the "Shares") of BBL Technologies Inc. ("BBL").

3        SHARE PURCHASE

3.1      The Vendors shall sell and the Purchaser shall purchase the Shares
for a purchase price of US$0.99 for each of the Shares (the "Purchase Price").

3.2      The Purchase Price shall be satisfied by the issuance of 11,048,000
common shares of the Purchaser (the "Public Shares") valued at US$0.99 per
share for purposes of this Agreement. Such Public Shares will be issued to
the Vendors pro rata to the Vendors' holding of common shares of BBL. The
Public Shares shall be subject to such restrictions on resale as are set out
in the Purchaser's representations and warranties contained herein and shall
be subject to a pooling arrangement to be contained in a separate agreement
which each Vendor shall execute, and containing the following: an 18 month
term whereby all of the Public Shares shall be held by an independent pooling
agent who shall hold the stock for the duration of any applicable regulatory
hold period, and thereafter, shall release stock into the market on a
controlled basis so as not to adversely affect the market for common shares
of the Purchaser.

3.3      The Purchase Price shall be allocated among the Vendors and Public
Shares shall be allotted and issued to the Vendors in the numbers and to the
respective Vendors in accordance with the tables contained in Schedule "A"
hereto, and share certificates evidencing such Public Shares shall be
delivered to the Vendors without delay on or within thirty (30) days after
the date of closing.

3.4      This Agreement and the purchase and sale hereunder shall be
completed on the 4th day of February, 1999 (the "date of closing"), or on
such later date as the parties may agree. The Shares shall be transferred to
the Purchaser by virtue of the execution of this Agreement and without
further formality and the Vendors hereby grant, assign and transfer to the
Purchaser as of the effective date, all of the Vendors' beneficial right,
title and interest in and to the Shares, and the Purchaser hereby issues and
allots


                                    -2-

the Public Shares. The Purchaser shall deliver to the Vendors share
certificates representing the Public Shares as soon as practical after the
date of closing.

      3.5      In the event that shareholders holding at least 75% of the
shares of BBL evidence their agreement to sell their shares of BBL by
executing and delivering a copy of this agreement, this agreement shall be
binding as between such shareholders and the Purchaser, notwithstanding that
not all shareholders have agreed to sell their shares of BBL to the Purchaser.

4        REPRESENTATIONS AND WARRANTIES

4.1      BBL and its sole director, Xxxxxxx Xxxxx, represent and warrant that
         as of the date of closing:
         (a)      DUE INCORPORATION. BBL is duly incorporated and validly
                  subsisting under the laws of the Province of Ontario.
         (b)      CAPITALIZATION. The authorized capital of BBL consists. of
                  an unlimited number of common shares of which the number
                  set out in Schedule "A" are issued and outstanding and an
                  unlimited number of Special shares, of which 700,000 shall
                  be issued and outstanding. Each Vendor owns all of the
                  issued and outstanding shares of BBL listed beside the
                  Vendor's name in Schedule "A" hereto with good and
                  marketable title thereto, free and clear of any and all
                  encumbrances.
         (c)      NO OTHER SHAREHOLDERS. No person has any agreement, option,
                  understanding or of any and all encumbrances.
         (c)      NO OTHER SHAREHOLDERS. No person has any agreement, option,
                  understanding or commitment, or any right or privilege
                  (whether by law, pre-emptive or contractual) capable of
                  becoming an agreement, option or commitment, including
                  convertible securities, warrants or convertible obligations
                  of any nature, for:
                  (i)  the purchase, subscription, allotment or issuance of,
                       or conversion into, any of the unissued shares in the
                       capital of BBL or any securities of BBL; or
                  (ii) the purchase or other acquisition from BBL of any its
                       undertaking, property or assets, other than in the
                       ordinary course of business.
         (d)      ALL NECESSARY APPROVALS.   Such Vendor, BBL, and their
                  respective shareholders and board of directors, as the case
                  may be, have taken all necessary or desirable actions to
                  approve or authorize, validly and effectively, the entering
                  into, and the execution, delivery and performance of this
                  agreement and the sale and transfer of the Shares by such
                  Vendor to the Purchaser.
         (e)      AGREEMENT IS BINDING. This Agreement is a legal, valid and
                  binding obligation of such Vendor, enforceable against such
                  Vendor in accordance with its terms subject to:
                  (i)  bankruptcy, insolvency, moratorium, reorganization and
                       other laws relating to or affecting the enforcement of
                       creditors' rights generally, and
                  (ii) the fact that equitable remedies, including the
                       remedies of specific performance and injunction, may
                       only be granted in the discretion of a court.
         (f)      OTHER COMPANIES. BBL has no subsidiaries and does not own
                  any securities issued by, or any equity or ownership
                  interest in, any other person. BBL is not subject to any


                                    -3-

                  obligation to make any investment in or to provide funds by
                  way of loan, capital contribution or otherwise to any
                  person.
         (g)      CORPORATE RECORDS. The corporate records and minute books
                  of BBL contain complete and accurate minutes of all
                  meetings of the directors and shareholders of BBL held
                  since its incorporation, and original signed copies of all
                  resolutions and by-laws duly passed or confirmed by the
                  directors or shareholders of BBL other than at a meeting.
                  All such meetings were duly called and held. The share
                  certificate books, register of security holders, register
                  of transfers and register of directors and any similar
                  corporate records of BBL are complete and accurate.
         (h)      NO BREACH CAUSED BY THIS AGREEMENT. The execution, delivery
                  and performance of this Agreement by such Vendor, and the
                  completion of the transactions contemplated hereby, will
                  not constitute or result in a violation or breach of or
                  default under, or cause the acceleration of any obligations
                  of BBL under:
                  (i)   any term or provision of any of the articles, by-laws
                        or other constating documents of BBL, or any unanimous
                        shareholder agreement among its shareholders;
                  (ii)  subject to obtaining the consents referred to in this
                        agreement, the terms of any agreement (written or
                        oral), indenture, instrument or understanding or
                        other obligation or restriction to which BBL is a
                        party or by which it is bound, or
                  (iii) subject to obtaining the consents referred to in this
                        Agreement, to the best of such Vendor's knowledge,
                        without making any enquiries in respect thereof, any
                        term or provision of any of BBL's licences, or any
                        order of any court, governmental authority or
                        regulatory body or any law or regulation of any
                        jurisdiction in which the business is carried on.
                        Duly licensed.  BBL has all licences and permits
                        required to legally operate its business and all such
                        licences and permits are valid and will be in full
                        force and effect as of the date of closing of this
                        transaction.  There are no proceedings in progress,
                        pending or, to the best of the knowledge of BBL or
                        Xxxxx without making any enquiries in respect
                        thereof, threatened, which could result in the
                        revocation, cancellation or suspension of any of such
                        licences.
         (j)      NO DIVIDENDS. BBL has not declared or paid any dividend or
                  made any other distribution on any of its shares of any
                  class, or redeemed or purchased or otherwise acquired any
                  of its shares of any class, or reduced its authorized
                  capital or issued capital, or agreed to any of the
                  foregoing.
         (k)      NO LITIGATION.  There are no actions, suits or proceedings,
                  judicial or administrative (whether or not purportedly on
                  behalf of BBL) pending or, to the best of the knowledge of
                  BBL or Xxxxx, threatened, by or against or affecting BBL,
                  at law or in equity, or before or by  any court or any
                  federal, provincial, municipal or other governmental
                  department,  commission, board, bureau, agency or
                  instrumentality, domestic or foreign to the best of BBI  or
                  Xxxxx'x knowledge, without making any enquiries in respect
                  thereof.  There are no  grounds on which any such action,
                  suit or proceeding might be commenced with any


                                    -4-

                  reasonable likelihood of success to the best of BBL or
                  Xxxxx'x knowledge, without making  any enquiries in respect
                  thereof.
         (l)      OWNERSHIP OF PROPERTY AND ASSETS. BBL is the owner of and
                  has good and marketable title to all of its properties and
                  assets, free and clear of all encumbrances whatsoever,
                  except as BBL may advise the Purchaser. BBL has received an
                  assignment of a certain Canadian patent for a catalytic
                  converter, being patent number 2010754.
         (m)      NO PARTNERS. BBL is not a partner or participant in any
                  partnership, joint venture, profit-sharing arrangement or
                  other association of any kind and not party to any
                  agreement under which BBL agrees to carry on any part of
                  the business or any other activity in such manner or by
                  which BBL agrees to share any revenue or profit with any
                  other person except as may have been disclosed to Purchaser
                  by BBL.
         (n)      RESTRICTIONS ON BUSINESS.  BBL is not a party to or bound
                  by any agreement which would restrict or limit its right to
                  carry on any business or activity or to solicit business
                  from any person or in any geographical area or otherwise to
                  conduct the business as BBL may determine. BBL is not
                  subject to any legislation or any judgment, order or
                  requirement of any court or governmental authority which is
                  not of general application to persons carrying  on a
                  business similar to the business.  To the best of the
                  knowledge of BBI or Xxxxx, there  are no facts or
                  circumstances which could materially adversely affect the
                  ability of BBL to  continue to operate the business as
                  presently conducted following the completion of the
                  transactions contemplated by this Agreement.
         (o)      NO GUARANTEES AND CONTINGENT LIABILITIES.   BBL 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  person.  BBL has not
                  given any guarantee or warranty in respect of any of the
                  products sold or the services provided by it, except
                  warranties made in the ordinary course of the business by
                  BBL or by way of assignment from its product suppliers, and
                  except for warranties  implied by law.  BBL is not now
                  subject to any agreement or commitment to any customer of
                  the business which would require BBL to adjust any price or
                  grant any refund, discount or other concession to such
                  customer except in the ordinary course of its business, and
                  BBL is not required to provide any letters of credit, bonds
                  or other financial security arrangements in connection with
                  any transactions with its suppliers or customers, save and
                  except as specifically referred to in this Agreement.
         (p)      NOT IN DEFAULT UNDER ANY CONTRACTS. To the best of the
                  knowledge of BBL and Xxxxx,  BBL is not in default or
                  breach of any of its obligations under any one or more
                  contracts,  agreements (written or oral), commitments,
                  indentures or other instruments to which it is a  party or
                  by which it is bound which would have a materially adverse
                  affect on BBL, and there  exists no state of facts which,
                  after notice or lapse of time or both, would constitute
                  such a  default or breach.  There are no contracts,
                  agreements, commitments, indentures or other instruments
                  under which BBL's rights, or the performance of obligations
                  of BBL are dependent upon or supported by the guarantee of
                  or any security provided by any other person.


                                    -5-

         (q)      NO UNION. There are no employee union, management, or
                  concession contracts in effect other than stated herein.
         (r)      NO STRIKES. There are no existing or, to the best of the
                  knowledge of BBL and Xxxxx, threatened, labour strikes or
                  labour disputes, grievances, controversies or other labour
                  troubles affecting BBL or the business of BBL.
         (s)      TRUTHFULNESS AND COMPLETENESS OF INFORMATION PROVIDED. No
                  representation or warranty contained in this paragraph 4.1,
                  and no statement contained in any schedule, certificate,
                  list, summary or other disclosure document provided or to
                  be provided to the Purchaser pursuant hereto or in
                  connection with the transactions contemplated hereby
                  contains or will contain any untrue statement of a material
                  fact, or omits or will omit to state any material fact
                  which is necessary in order to make the statements
                  contained therein not misleading.

4.2      Each Vendor represents and warrants as follows:
         (a) DUE INCORPORATION. If a corporation, such Vendor is duly
incorporated and validly subsisting under the laws of the Province of Ontario.
         (b) CAPITALIZATION. Such Vendor owns all of the issued and
outstanding shares of BBL listed beside such Vendor's name in Schedule "A"
hereto with good and marketable title thereto, free and clear of any and all
encumbrances.
         (a) NO OTHER SHAREHOLDERS. No person has any agreement, option,
understanding or commitment, or any right or privilege (whether by law,
pre-emptive or contractual) capable of becoming an agreement, option or
commitment, including convertible securities, warrants or convertible
obligations of any nature, for:

                  (i)  the purchase from such Vendor of any of the Shares.
         (b)      ALL NECESSARY APPROVALS.  Such Vendor, and their respective
                  shareholders and board of directors, as the case may be,
                  have taken all necessary or desirable actions to approve or
                  authorize, validly and effectively, the entering into, and
                  the execution, delivery and performance of this agreement
                  and the sale and transfer of the Shares by such Vendor to
                  the Purchaser.
         (c)      AGREEMENT IS BINDING. This Agreement is a legal, valid and
                  binding obligation of such Vendor, enforceable against such
                  Vendor in accordance with its terms subject to:
                  (i)  bankruptcy, insolvency, moratorium, reorganization and
                       other laws relating to or affecting the enforcement of
                       creditors' rights generally, and
                  (ii) the fact that equitable remedies, including the
                       remedies of specific performance and  injunction, may
                       only be granted in the discretion of a court.

4.3      The Purchaser represents and warrants as follows:
         (a)      DUE INCORPORATION.  The Purchaser is duly incorporated and
                  validly subsisting under the  laws of the State of Florida.
         (b)      ALL NECESSARY APPROVALS. The Purchaser and its shareholders
                  and board of directors, as the case may be, have taken all
                  necessary or desirable actions to approve or authorize,


                                    -6-

                  validly and effectively, the entering into, and the
                  execution, delivery and performance of this agreement, the
                  purchase of the Vendors' Shares by the Purchaser, and the
                  issue of the Public Shares to the Vendors,
         (c)      AGREEMENT IS BINDING. This Agreement is a legal, valid and
                  binding obligation of the Purchaser, enforceable against
                  the Purchaser in accordance with its terms subject to:
                  (iii) bankruptcy, insolvency, moratorium, reorganization
                  and other laws relating to or affecting the enforcement of
                  creditors' rights generally, and (iv) the fact that
                  equitable remedies, including the remedies of specific
                  performance and injunction, may only be granted in the
                  discretion of a court.
          (d)     NO BREACH CAUSED BY THIS AGREEMENT. The execution, delivery
                  and performance of this Agreement and each of the other
                  agreements contemplated or referred to herein, and the
                  completion of the transactions contemplated hereby, will
                  not constitute or result in a violation or breach of or
                  default under, or cause the acceleration of any obligations
                  of the Purchaser under:

                  (i)      any term or provision of any of the articles,
                           by-laws or other constating documents of the
                           Purchaser;
                  (ii)     subject to obtaining the consents referred to in
                           this agreement, the terms of any agreement (written
                           or oral), indenture, instrument or understanding or
                           other obligation or restriction to which the
                           Purchaser is a party or by which either of them is
                           bound, or
                  (iii)    subject to obtaining the consents referred to in
                           this agreement, any term or provision of any of
                           the Purchaser's licences or any order of any court,
                           governmental authority or regulatory body or any
                           law or regulation of any jurisdiction in which the
                           business is carried on.

         (e)      PUBLIC SHARES As of the date of closing, a bid and ask
                  price for the purchase and sale of common shares of the
                  Purchaser are quoted on the Bulletin Board OTC. The Public
                  Shares shall be issued to the Vendors as restricted
                  securities pursuant to exemption from the registration
                  requirements of the Securities Act of 1933 (USA) contained
                  in Rule 144 of the General Rules and Regulations
                  promulgated under the Securities Act of 1933.

5  COVENANTS OF THE VENDOR
5.1      At or before the date of closing, the Vendors will cause all
         necessary steps and corporate proceedings to be taken in order to
         permit the Shares to be duly and regularly transferred to the
         Purchaser.

6  CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER
6.1      Notwithstanding anything herein contained, the obligation of the
         Purchaser to complete the transactions provided for herein will be
         subject to the fulfilment of the following conditions at or prior to
         the date of closing, and the Vendors covenant to use their best
         efforts to ensure that such conditions are fulfilled.


                                    -7-

         (a)  The representations and warranties of the Vendors contained in
              this Agreement or in any documents delivered in order to carry
              out the transactions contemplated hereby shall be true and
              accurate on the date of closing. In addition, the Vendors shall
              have complied with all covenants and agreements herein agreed
              to be performed or caused to be performed by, the Vendors at or
              prior to the date of closing.
         (b)  No order, decision or ruling of any court, tribunal or
              regulatory authority having jurisdiction shall have been made,
              and no action or proceeding shall be pending or threatened
              which, in the opinion of counsel to the Purchaser, is likely to
              result in an order, decision or ruling to disallow, enjoin,
              prohibit or impose any limitations or conditions on the
              purchase and sale of the Shares contemplated hereby or the
              right of the Purchaser to own the Shares.
         (c)  All consents required to be obtained in order to carry out the
              transactions contemplated hereby, in compliance with all laws
              and agreements binding upon the parties hereto shall have been
              obtained.

6.2      The conditions contained in paragraph 6.1 hereof are inserted for
         the exclusive benefit of the Purchaser and may be waived in whole or
         in part by the Purchaser at any time. The Vendors acknowledge that
         the waiver by the Purchaser of any condition or any part of any
         condition shall constitute a waiver only of such condition or such
         part of such condition, as the case may be, and shall not constitute
         a waiver of any covenant, agreement, representation or warranty made
         by the Vendors herein that corresponds or is related to such
         condition or such part of such condition, as the case may be. If any
         of the conditions contained in paragraph 6.1 hereof are not
         fulfilled or complied with as herein provided, the Purchaser may, at
         or prior to the date of closing at its option, rescind this
         Agreement by notice in writing to the Vendors and in such event the
         Purchaser shall be released from all obligations hereunder, and
         unless the condition or conditions which have not been fulfilled are
         reasonably capable of being fulfilled or caused to be fulfilled by
         the Vendors, then the Vendors shall also be released from all
         obligations hereunder.

7        CONDITIONS TO THE OBLIGATIONS OF THE VENDORS
7.1      Notwithstanding anything herein contained, the obligations of the
         Vendors to complete the transactions provided for herein will be
         subject to the fulfilment of the following conditions at or prior to
         the date of closing, and the Purchaser will use its best efforts to
         ensure that such conditions are fulfilled.
         (a)  The representations and warranties of the Purchaser contained
              in this Agreement or in any documents delivered in order to
              carry out the transactions contemplated hereby will be true and
              accurate on the date of closing. In addition, the Purchaser
              shall have complied with all covenants and agreements herein
              agreed to be performed or caused to be performed by it at or
              prior to the date of closing.
         (b)  No order, decision or ruling of any court, tribunal or
              regulatory authority having jurisdiction shall have been made,
              and no action or proceeding shall be pending or threatened
              which, in. the opinion of counsel to the Vendors, is likely to
              result in an order, decision or ruling, to disallow, enjoin or
              prohibit the purchase and sale of the Shares contemplated
              hereby.


                                    -8-

         (c)  All consents required to be obtained in order to carry out the
              transactions contemplated hereby, in compliance with all laws
              and agreements binding upon the parties hereto shall have been
              obtained.

7.2      The conditions contained in paragraph 7.1 hereof are inserted for
         the exclusive benefit of the Vendors and may be waived in whole or
         in part by the Vendors at any time. The Purchaser acknowledges that
         the waiver by a Vendor of any condition or any part of any condition
         shall constitute a waiver only of such condition or such part of
         such condition, as the case may be, and shall not constitute a
         waiver of any covenant, agreement, representation or warranty made
         by the Purchaser herein that corresponds or is related to such
         condition or such part of such condition, as the case may be. If any
         of the conditions contained in paragraph 7.1 hereof are not
         fulfilled or complied with as herein provided, the Vendors may, at
         or prior to the date of closing at their option, rescind this
         Agreement by notice in writing to the Purchaser and in such event
         such Vendors shall be released from all obligations hereunder and,
         unless the condition or conditions which have not been fulfilled are
         reasonably capable of being fulfilled or caused to be fulfilled by
         the Purchaser, then the Purchaser shall also be released from all
         obligations hereunder.

8        SURVIVAL OF REPRESENTATIONS AND WARRANTIES
8.1      The representations and warranties of the Vendors and Purchaser
         contained herein shall survive the date of closing and
         notwithstanding the closing of the transaction herein shall continue
         in full force and effect for a period of six (6) months after the
         date of closing. Undertakings and obligations by any party hereto
         which are not completed by the date of closing shall continue and
         shall not merge in the completed agreement on closing.

9        NOTICES
9.1      Any notice, designation, communication, request, demand or other
         document, required or permitted to be given or sent or delivered
         hereunder to any party hereto shall be in writing and shall be
         sufficiently given or sent or delivered if it is delivered
         personally to an officer or director of such party, sent to the
         party entitled to receive it by registered mail, postage prepaid,
         pre-paid Federal Express courier, or sent by telecopy machine to the
         last known address of the party, or in the case of the Purchaser,
         notices shall be sent to the Purchaser at *, facsimile number*.

9.2      Any notice, designation, communication, request, demand or other
         document given or sent or delivered as aforesaid shall:
         (a)  if delivered, be deemed to have been given, sent, delivered and
              received on the date of delivery;

         (b)  if sent by mail, be deemed to have been given, sent, delivered
              and received (but not actually received) on the fourth day
              following the date of mailing, unless at any time between the
              date of mailing and the fourth day thereafter there is a
              discontinuance or interruption of regular postal service,
              whether due to strike or lockout or work slowdown,


                                    -9-

              affecting postal service at the point of dispatch or delivery
              or any intermediate point, in which case the same shall be
              deemed to have been given, sent, delivered and received in the
              ordinary course of the mails, allowing for such discontinuance
              or interruption of regular postal service, and
         (c)  if sent by telecopy machine, be deemed to have been given,
              sent, delivered and received on the date the sender receives
              the telecopy answer back confirming receipt by the recipient.

10       GENERAL
10.1     The recitals are an integral part of this agreement.

10.2     Each party agrees to execute such further documents and to do such
         further acts as may be reasonably required to give effect to the
         agreement of the parties set out herein. Each of the Vendors hereby
         irrevocably appoints the president of Purchaser his/her/its true and
         lawful attorney, in his/her/its name, to do such acts and execute
         and deliver such documents as may be necessary or appropriate to
         complete the sale and transfer of shares of BBL to Purchaser, and to
         permit Purchaser to take control of BBL as majority shareholder.

10.3     This agreement shall be binding on the parties, their successors and
         assigns.

10.4     This agreement is to be read with all changes of gender or number
         required by the context. Article, paragraph, and section headings
         are for convenience only and shall not be used to interpret or
         construe this Agreement.

10.5     The Vendors and the Purchaser agree that execution and acceptance of
         this Agreement and any amendments, notices and/or waivers related
         thereto may be communicated by telecopier/facsimile machine by
         either party to the other and such communication shall be binding
         upon the parties so long as such communication is legible in its
         entirety.

10.6     It is agreed and understood by the parties hereto that should tender
         be necessary on behalf of the Purchaser, that tender shall be
         sufficient by delivery of the Public Shares to the solicitor for the
         Vendors.

10.7     This agreement may be executed and delivered in counterparts. All
         such counterparts shall constitute one agreement.

11       EXECUTION
As evidence of their agreement, the Parties have signed this memorandum as of
the date first above written.


                                    -10-



/s/ XXXXX X. XXXXX
-----------------------------------
Xxxxx X. Xxxxx

Xxxxx Xxxxx Corp.

Per:

/s/
-----------------------------------


/s/ XXXXXX XXXXXXXX
-----------------------------------
Xxxxxx Xxxxxxxx


/s/ XXXXXXX XXXXX
-----------------------------------
Xxxxxxx Xxxxx


/s/ XXXXX XXXX
-----------------------------------
Xxxxx Xxxx

1322001 Ontario Inc.

Per:

/s/
-----------------------------------


/s/ XXXXXX XXXXX
-----------------------------------
Xxxxxx Xxxxx


/s/ X. XXXXX
-----------------------------------
Xxxx Xxxxx





                                    -11-

                                 SCHEDULE "A"


----------------------------------------------------------------------------------------------------------------
HOLDERS OF COMMON SHARES OF          NO. OF COMMON SHARES OF BBL              NO. OF COMMON SHARES OF BBC TO
BBL ("VENDORS")                      (SHARES TO BE SOLD BY VENDORS)           BE ISSUED TO HOLDERS OF COMMON
                                                                              SHARES OF BBL IN EXCHANGE FOR THE
                                                                              SHARES
----------------------------------------------------------------------------------------------------------------
                                                                                              
Xxxxx X. Xxxxx                                          5,000,000                                    5,000,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx Corp.                                       3,170,975                                    3,170,975
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx                                         1,010,000                                    1,010,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx                                             656,000                                      656,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxx                                                150,000                                      150,000
----------------------------------------------------------------------------------------------------------------
1322001 Ontario Inc.                                      100,000                                      100,000
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx                                               75,000                                       75,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxx                                                 75,000                                       75,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx                                         45,000                                       45,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx                                         10,000                                       10,000
----------------------------------------------------------------------------------------------------------------
BKE Holdings Inc.                                          30,000                                       30,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx                                             20,000                                       20,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxx                                             50,400                                       50,400
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx                                            42,000                                       42,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxxxx                                            10,000                                       10,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx                                           10,000                                       10,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx                                            8,000                                        8,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxx                                          5,000                                        5,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxx                                              20,000                                       20,000
----------------------------------------------------------------------------------------------------------------
1330501 Ontario Inc.                                      131,600                                      131,600
----------------------------------------------------------------------------------------------------------------
Wrelton International Limited                             300,000                                      300,000
----------------------------------------------------------------------------------------------------------------
Xxxx Xxxxx                                                  5,000                                        5,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx                                             2,000                                        2,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx                                                16,500                                       16,500
----------------------------------------------------------------------------------------------------------------
Shuvtinder Xxxxxx                                          16,000                                       16,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxx                                              14,025                                       14,025
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxx                                                 2,000                                        2,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxx                                            2,000                                        2,000
----------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxx                                               20,000                                       20,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx                                             6,000                                        6,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxxxx                                            6,700                                        6,700
----------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxxxxxx                                        2,800                                        2,800
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx                                                 5,000                                        5,000
----------------------------------------------------------------------------------------------------------------



                                    -12-



                                                                                              
Xxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx                                                 5,000                                        5,000
----------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx Xxxxxxxxx                                        1,500                                         1,500
----------------------------------------------------------------------------------------------------------------
Valco Investments Inc.                                     16,000                                        16,000
----------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx                                                 1,500                                         1,500
----------------------------------------------------------------------------------------------------------------
                                      Totals           11,048,000                                    11,048,000
----------------------------------------------------------------------------------------------------------------


                                    -13-

/s/ XXXXXXX XXXXXXXXXX
------------------------------------
Xxxxxxx Xxxxxxxxxx

------------------------------------
Xxxxxxx Xxxxxxxxxx


BKE Holdings Inc.

Per:

/s/
------------------------------------


/s/ X. XXXXXXXXX
------------------------------------
Xxxx xxxxxxxxx JF


/s/ XXXX XXXXXXXXX
------------------------------------
Xxxx Xxxxxxxxx


/s/
------------------------------------
476586 Ontario Limited


/s/ XXXX XXXXXXXXXX
------------------------------------
Xxxx Xxxxxxxxxx


/s/ XXXXX XXXXXXXXXX
------------------------------------
Xxxxx Xxxxxxxxxx


/s/ XXXXX XXXXXXXXXX
------------------------------------
Xxxxx Xxxxxxxxxx


/s/ XXXXXXX XXXXXXXXXX
------------------------------------
lgnazio Xxxxxxxxxx


/s/ XXXX XXXXXXXX
------------------------------------
Xxxx Xxxxxxxx


    1330501 ONT. INC.
------------------------------------


Per:



                                    -14-

/s/
------------------------------------



                                    -15-

Zoya Financial Corp.

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


/s/ XXXXX XXXXX
------------------------------------
Xxxx Xxxxx

/s/ XXXX XXXXXXX
------------------------------------
Xxxx Xxxxxxx

/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx

/s/ XXXXX XXXXXX
------------------------------------
Xxxxx Xxxxxx

/s/ XXXXXXX XXXXX
------------------------------------
Xxxxxxx Xxxxx

/s/ XXXXXX XXXX
------------------------------------
Xxxxxx Xxxx

/s/ XXXXXXXXX XXXXXX
------------------------------------
Xxxxxxxxx Xxxxxx

/s/ XXXXXX XXXXX
------------------------------------
Xxxxxx Xxxxx

/s/ XXXXXXXX X. XXXXXX
------------------------------------
Xxxxxxxx Xxxxxx

/s/ XXXXX XXXXXXXXXX
------------------------------------
Xxxxx Xxxxxxxxxx

/s/ X. XXXXXXXXXXXX
------------------------------------
Xxxxxxx Xxxxxxxxxxxx

/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx

/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx

/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx

/s/ XXXXXXXXXX XXXXXXXXX
------------------------------------
Xxxxxxxxxx Xxxxxxxxx



                                    -16-

Valco Investments


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


/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx

/s/ XXXXXXX XXXXX
------------------------------------
Xxxxxxx Xxxxx


BBL Technologies Inc.


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


BBC Stock Market, Inc.


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