SHARE CANCELLATION AGREEMENT

SHARE CANCELLATION AGREEMENT

THIS AGREEMENT made the 17^th day of February, 2008

BETWEEN:

BIOPACK ENVIRONMENTAL SOLUTIONS INC.

(the "Company")

AND:

Xxxxx Xxxx, businessman with an address at 18/F Metroplaza, Tower 2, 223 Xxxx Xxxx Road, Xxxx Xxxxx, Hong Kong

WHEREAS:

A. Xxxxx Xxxx is the registered and beneficial owner of 305,492 shares of the Company’s common stock evidenced by share certificate number 23243 (“Certificate 23243”) and 10,762,000 shares of the Company’s common stock evidenced by share certificate number 23325 (“Certificate 23325”);

B. In an effort to enhance the Company’s ability to raise financing in order to proceed with the implementation of its business plan, Xxxxx Xxxx has agreed to return to the Company’s treasury an aggregate of 1,200,000 of his shares of the Company’s common stock (the “Xxxxx Xxxx Shares”), comprised of all 305,492 shares represented by Certificate 23243 and 894,508 of the shares represented by Certificate 23325,; and

C. Both the Company and Xxxxx Xxxx xxxx it to be in their respective best interests to immediately cancel both Certificate 23243 and Certificate 23325 (collectively, the “Certificates”), return the Xxxxx Xxxx Shares to treasury and issue a remainder Certificate to Xxxxx Xxxx for the balance of the shares of the Company’s Common Stock owned by Xxxxx Xxxx, ownership of which was evidenced by Certificate 23325.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants contained herein and the payment by the Company to Xxxxx Xxxx of the sum of ten dollars ($10.00) the receipt and sufficiency of which are hereby acknowledged by Xxxxx Xxxx, the parties hereby agree to and with each other as follows:

1. CANCELLATION OF XXXXX XXXX SHARES

1.1 On the date of this Agreement, Xxxxx Xxxx shall deliver to the Company:

(a) the original of the Certificates together with stock powers in the form attached hereto as Exhibit “A” and endorsed for transfer in blank, with medallion guaranteed signature(s);

1.2 The Certificates shall be cancelled effective two business days after the date of this Agreement and the Xxxxx Xxxx Shares shall thereupon be returned to treasury by the Company.

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1.3 Upon cancellation of the Certificates as contemplated above, the Company shall promptly cause its transfer agent to issue a replacement share certificate to Xxxxx Xxxx evidencing his ownership of the 9,867,492 shares of common stock evidenced by Certificate 23325 that have not been returned to Treasury.

2. REPRESENTATION AND WARRANTIES

2.1 Xxxxx Xxxx represents and warrants, with the intent that the Company will rely thereon in entering into this Agreement and in closing the transactions contemplated hereby, that:

(a) he is the sole beneficial and record owner of the Xxxxx Xxxx Shares;

(b) the Xxxxx Xxxx Shares are free and clear of all liens, mortgages, debentures, charges, hypothecations, pledges or other security interests or encumbrances of whatever kind;

(c) except for this Agreement no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Xxxxx Xxxx Shares;

(d) he has the full and absolute right, power and authority to enter into this Agreement, and this Agreement constitutes his legal, valid and binding obligation in accordance with its terms except as limited by laws of general application affecting the rights of creditors.

3. RELEASE

3.1 Xxxxx Xxxx, together with his heirs, executors, administrators, and assigns, does hereby remise, release and forever discharge the Company, its respective directors, officers, shareholders, employees and agents, and their respective successors and assigns, of and from all claims, causes of action, suits and demands whatsoever which Xxxxx Xxxx ever had, now or may have howsoever arising out of the original grant and this cancellation of the Xxxxx Xxxx Shares.

4. COUNTERPARTS

4.1 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.

5. ELECTRONIC MEANS

5.1 Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

6. FURTHER ASSURANCES

6.1 As and so often as may be required, the parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as in the opinion of the Company or its counsel are necessary or advisable to give full effect to the provisions and intent of this Agreement.

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7. PROPER LAW

7.1 This Agreement will be governed by and construed in accordance with the law of the State of Nevada.

8. INDEPENDENT LEGAL ADVICE

8.1 Xxxxx Xxxx hereby acknowledges that this Agreement was prepared by Xxxxx Xxxxxx LLP for the Company and that Xxxxx Xxxxxx LLP does not represent Xxxxx Xxxx. By signing this Agreement, Xxxxx Xxxx confirms that he fully understands this Agreement and (a) has obtained independent legal advice or (b) waives his right to obtain independent legal advice in respect of the transactions described in this Agreement.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement.

/s/ Xxxxx Xxxx

XXXXX XXXX

BIOPACK ENVIRONMENTAL SOLUTIONS INC.

Per:	/s/ Xxxxxx Xxx
	Authorized Signatory

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EXHIBIT A

POWER OF ATTORNEY TO TRANSFER SHARES

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Biopack Environmental Solutions Inc. a total of Three Hundred And Five Thousand Four Hundred Ninety-Two (305,492) shares of common stock standing in the name of the undersigned on the books of the said Biopack Environmental Solutions Inc. represented by certificate number 23243 and hereby irrevocably constitutes and appoints Madison Stock Transfer Inc. the attorney of the undersigned to transfer the said shares on the books of the said Biopack Environmental Solutions Inc. with full power of substitution in the premises.

DATED at ________________, this ______ day of February, 2008.

Signed in the presence of:	) ) ) ) )	XXXXX XXXX Signature
		Signature of transferor guaranteed by:
			*
* Authorized Signature Number

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POWER OF ATTORNEY TO TRANSFER SHARES

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Biopack Environmental Solutions Inc. a total of Eight Hundred Ninety Four Thousand Five Hundred And Eight (894,508) shares of common stock standing in the name of the undersigned on the books of the said Biopack Environmental Solutions Inc. represented by certificate number 23325 and hereby irrevocably constitutes and appoints Madison Stock Transfer Inc. the attorney of the undersigned to transfer the said shares on the books of the said Biopack Environmental Solutions Inc. with full power of substitution in the premises.

DATED at ________________, this ______ day of February, 2008.

Signed in the presence of:	) ) ) ) )	XXXXX XXXX Signature
		Signature of transferor guaranteed by:
			*
* Authorized Signature Number