OFFER AND AGREEMENT TO PURCHASE

THIS AGREEMENT is made as of the 30th day of April, 2008 (the “Effective Date”) between Xxxxxx-Xxxx Degree College Corp., a British Columbia company having an office at Xxxx 0000, 000 Xxxx Xxxxxxxx, Xxxxxxxxx, XX, X0X 0X0 (the “Purchaser”) and Global Education in Tourism Ltd. (the “Vendor”), a British Columbia Company, having its registered office address 700 – 000 Xxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0.

BACKGROUND

A. The Vendor carries on the business of offering educational courses and instruction in various locations in British Columbia under the trade name “TTI Tourism Training” and other similar names and carries on the business in China utilizing the AHLA License (as herein defined) (together the“ Business”).

B. The Vendor has agreed to sell to the Purchaser, or its nominee corporation or assignee, and the Purchaser has agreed to purchase certain property and assets owned by the Vendor on the terms and subject to the conditions provided in this Agreement.

C. The Vendor carries on the business of offering educational courses and instruction in various locations in China and in connection with its operations and has entered into the AHLA License Agreement (as defined herein).

D. Xxxxxxx Xxx and Xxxxxx Xxx (together the "Covenantors") individually or through companies owned by them, own and control the Vendor and consequently have an interest in the transactions herein set forth.

TERMS OF AGREEMENT

In consideration of the premises and the covenants, agreements, representations, warranties and payments contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows:

1.	DEFINITIONS

Whenever used in this Agreement or in the Schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and terms will have the indicated meanings and grammatical variations of such words and terms will have corresponding meanings:

(a)	"AHLA License" means a license entered into between the Vendor as Licensee and the Educational Institute of the American Hotel and Lodging Association (the “Licensor”) as Licensor dated the 28th day of March, 2007, a copy of which is attached hereto as Schedule B;

(b)

“Approvals” means all licenses, approvals and authorizations required from all regulatory and governing bodies for the Purchaser to purchase the Assets and offer the TTI Courses and confer diplomas and degrees with respect to same, including without limitation Approvals from the Private Career Training Institutions Agency (the “PCTIA Approvals” which are listed in Schedule A);

(c)	“Assets” means those assets listed on Schedule A including without limitation the goodwill related to the Business, the TTI Student Contracts and the TTI Employment/Consulting Contracts;

(d)	“Closing” means the 1st day of May, 2008;

(e)

“Collateral Mortgage” means a mortgage granted by the Covenantors to the Purchaser as collateral security for the Indemnity in the form attached as Schedule F, such collateral mortgage to be subject only to a first mortgage in favour of HSBC Bank Canada in the principal amount of $670,000 registered against 0000 Xxxx Xxxxx, Xxxxxxxxx (PID: 000-000-000, New Westminster Land Title Office) (the “Home Property”) as Instrument BX103375 and a second mortgage in favour of Value Property Center Inc. in the principal amount of $77,688.28 registered as Instrument , and to no other financial encumbrances;

(f)	“Xxxxxx Consulting Agreement” means a consulting agreement to be entered into between the Purchaser and Xxxxxx Xxx pursuant to which he will proved services to the Company and agrees not to compete with the Company;

(g)

"Encumbrances" means mortgages, charges, pledges, security interests, liens, encumbrances, actions, rights and claims, adverse interests, acquisition rights of third parties, demands and equities of any nature, whatsoever or howsoever arising, and any rights or privileges capable of becoming any of the foregoing;

(h)	“Existing TTI Premises” means Xxxxx 000 & 000 – 0000 Xxxx Xxxxxxxx, Xxxxxxxxx, X.X. (the “Vancouver Campus”) and 207 – 00000 – 000xx Xxx., Xxxxxx, X.X. X0X 0X0 (the “Surrey Campus”) at which the Vendor now offers the TTI Courses;

(i)	“Indemnity” has the meaning given to it in Section 11 hereof;

(j)	“IP Assets” means:

(i)	any and all IP Rights as set out in Schedule A (the “Owned IP”), and

(ii)	the rights of the Vendor in IP Rights that are not owned by the Vendor and that are used in the operation, conduct or maintenance of the Business, as it is currently and has historically been operated, conducted or maintained as set out in Schedule A (the “Licensed IP”);

(k)

“IP Rights” means any and all industrial or intellectual property (whether foreign or domestic, registered or unregistered) including without limitation: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), and all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations in part, revisions, extensions and re examinations thereof; (ii) all trade marks, trade names, trade dress, logos, business names, corporate names, domain names, uniform resource locators (URL’s) and the internet websites related thereto, and including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith; (iv) all industrial designs and all applications, registrations and renewals in connection therewith; (v) all proprietary, technical or confidential information, including all trade secrets, processes, procedures, know how, show how, formulae, methods, data, compilations, databases and the information contained therein; (vi) all computer software (including all source code, object code and related documentation); and (vii) any industrial or intellectual property that may exist, arise or be embodied in those items set out in Schedule A together with: (a) all copies and tangible embodiments of the foregoing (in whatever form or medium); (b) all improvements, modifications, translations, adaptations, refinements, derivations and combinations thereof; and (c) all intellectual property rights related thereto;

(l)	"Xxxxxxx Employment Agreement" means an employment agreement to be entered into between the Purchaser and Xxxxxxx Xxx pursuant to which she will proved services to the Company and agrees not to compete with the Company;

(m)

“Trust Agreement” means an agreement entered into by the Vendor as Trustee and the Purchaser as beneficiary pursuant to which the Vendor will hold all Licenses and Approvals and any other Assets which cannot be transferred to the Purchaser on Closing for any reason including that consents to transfer are not yet available in trust for the Purchaser, such agreement to be satisfactory in form and content to the Purchaser;

(n)	“TTI Employment/Consulting Contracts” means those contracts made by the Vendor with employees of the Vendor and independent contractors pursuant to which such employees and contractors provide teaching services to the Vendor, all of which are summarized in Schedule C;

(o)	"TTI Financial Statements" mean financial statements for the operations of the Vendor for the period from Sept. 1, 2006 to Aug. 31, 2007 attached hereto as Schedule D and will also include the TTI Interim Financial Statements when delivered to the Purchaser as required herein;

(p)	"TTI Interim Financial Statements" mean financial statements for the operations of the Vendor for the period from Sept. 1, 2007 to Mar. 31, 2008;

(q)	“TTI Courses” means those courses offered by the Vendor at its locations in British Columbia;

(r)	"TTI Students" means students who have individually entered into a TTI Student Contract with the Vendor pursuant to which the Vendor still owes obligations to its student as set forth therein;

(s)	"TTI Student Contracts" means contracts entered into by the Vendor with students pursuant to which the Vendor has agreed to provide TTI Courses the terms of which are summarized on Schedule E.

1.2

Schedules

The following Schedules are attached to and form part of this Agreement:

Schedule A – Assets including without limitation IP Rights and PCTIA Approvals

Schedule B – AHLA License Agreement

Schedule C – TTI Employment/Consulting Agreements

Schedule D – TTI Financial Statements

Schedule E – TTI Student Contracts

Schedule F – Collateral Mortgage

PURCHASE

2.1

Purchase

On Closing the Vendor shall sell, assign and transfer to the Purchaser, and the Purchaser shall purchase the Assets, free and clear of any and all Encumbrances and the Vendor shall cease all operation of the Business as set out herein.

3.	PURCHASE PRICE

3.1	Purchase Price

The purchase price for the Assets is $180,000.00 plus the assumption by the Purchaser of obligations of the Vendor under the TTI Student Contracts (the “Purchase Price”).

The Purchaser will pay the Purchase Price to the Purchaser by solicitors trust cheque except for $22,500 which shall be heldback by the Purchaser’s Solicitors in their trust account as further security for performance by the Vendor and Covenantors of their obligations under this Agreement. Provided there are no claims by the Purchaser against the Vendor or the Covenantors hereunder as of six (6) months from the Closing Date, the Purchaser’s Solicitors shall release the Holdback Funds to the Vendor and the Purchaser shall discharge the Collateral Mortgage.

3.2	Post-Closing Adjustment of Purchase Price based on Deferred Revenue and Accounts Receivable as at April 30, 2008

The Vendor has provided to the Purchaser a list of TTI Students as at March 31, 2008 and will provide to the Purchaser a list of TTI Students as at April 30, 2008 in similar detail no later than May 1, 2008. The Purchaser will verify and approve the April 30, 2008 list no later than 10 working days after receiving it and calculate deferred revenue and accounts receivable based on the approved April 30, 2008 list. By April 30, 2008, if deferred revenue minus accounts receivable from TTI Students registered between April 1 and April 30, 2008 is greater than zero, the Purchase Price will be reduced by the amount equal to deferred revenue minus accounts receivable and the Vendor will pay to the Purchaser the reduction forthwith. On the contrary, if deferred revenue minus accounts receivable from TTI Students registered between April 1 and April 30, 2008 is less than zero, the Purchase Price will be increased by the amount equal to accounts receivable minus deferred revenue and the Purchaser will pay to the Vendor the increase forthwith.

4.	VENDOR AND COVENANTOR REPRESENTATIONS AND WARRANTIES

4.1	Representations and Warranties

The Vendor and Covenantors hereby jointly and severally represent and warrant to the Purchaser as follows:

(a)	the Assets are solely owned by the Vendor as the legal and beneficial owner thereof subject to no Encumbrances except those Encumbrances which will be discharged by the Vendor on Closing;

(b)	Status, Constating Documents and Approvals;

(i)	the Vendor is duly licensed, registered and qualified as corporation to carry on the Business as it is now being conducted and is up to date in the filing of all required corporate returns and other notices and filings;

(ii)

The Approvals are all of the approvals that are material to the operation of the Business and are valid and subsisting. True and complete copies of the Approvals have been delivered to the Purchaser prior to the date hereof. The Vendor is in compliance with in all material respects with all terms and conditions of the Approvals. There are no proceedings in progress, or the knowledge of the Vendor or Covenantors pending or threatened, that could result in the revocation, cancellation or suspension of any of the Approvals;

(c)	PCTIA has issued the PCTIA Accreditations and the PCTIA Approvals set forth on Schedule A for all of the PCTIA courses offered by the Vendor;

(d)

all PCTIA Approvals are in good standing and unamended and permit the Vendor to carry on the Business as it currently does and to confer the certificates referred to therein in accordance with the requirements thereof; the Vendor has not violated any term or provision of the PCTIA Approvals and all operations of the Vendor are in material compliance therewith; and the Vendor has not received any notice containing any reference to any matter or event which may threaten or lead to the termination or suspension of the PCTIA Approvals;

(e)	the TTI Student Contracts and all obligations thereunder are fully summarized in Schedule E attached hereto which contains all materials terms thereof including without limitation all outstanding liabilities and there are no defaults by the Vendor or any of the students thereunder;

(f)

the TTI Employment/Consulting Contracts and all obligations thereunder are fully summarized in Schedule C attached hereto which contains all materials terms thereof including without limitation all outstanding liabilities and there are no defaults by the Vendor or any other person thereunder; each employment contract can be terminated with the only resulting liability for termination being the minimum amount payable pursuant to the Employment Standards Act, British Columbia without further compensation of any nature or kind and each consulting agreement terminates at the end of the current course for which the contract has been issued;

(g)

there have been no amendments to the AHLA License except as are attached hereto and included in Schedule B; the AHLA License, is in good standing and there are no defaults thereunder by either the Vendor or the Licensor and the Vendor will obtain before Closing all of the consents necessary from the Licensor for the assignment thereof to the Purchaser or its designate; upon receipt of such consent, the Vendor has the right to assign all right, title and interest in and to the AHLA License to the Purchaser or an affiliate of the Purchase and upon such assignment, the assignee will have all of the rights and entitlements of the Vendor thereunder; on or before Closing the Vendor will have terminated any and all arrangements, contractual or otherwise, for any third party to use or apply any rights contained in the AHLA License;

(h)	the Vendor has paid or will pay on Closing all fees, royalties and all other amounts which can or may be payable under the AHLA License accrued as of, or payable for any time or period to, the Closing Date;

(i)	the Vendor has paid or will pay on Closing all monies to all statutory and/or government agencies which, if not paid, could constitute or create a lien or charge on the Assets;

(j)

TTI Tourism Training Institute Ltd. is a wholly owned subsidiary of the Vendor and has no assets or liabilities and has not carried on any business except for use of the Tradename “TTI” or variations thereof in connection with the Business; the Vendor owns all of the issued and outstanding shares of the TTI Tourism Training Institute Ltd. and there is no person who has any claim or right to acquire any shares thereof;

(k)

the TTI Financial Statements attached hereto have been prepared in accordance with GAAP applied on a basis consistent with previous fiscal years, are true, correct and complete in all material respects and present fairly the assets, liabilities and financial condition of the Vendor (including any subsidiaries if consolidated) as at the respective dates thereof and the results of operations for the period to which such financial statements relate; the TTI Financial Statements are prepared on the following basis for each period: At the end of the period end, we prepare two lists based on GAAP which list

(i)	List 1 - All students that have registered but have not started the courses;

(ii)	List 2 - All students that have started their course and are still taking courses with the Vendor as of end of the period.

On List 1, the Vendor determines for the prior period the total revenue, the deposit that were paid to the Vendor and the amount of revenue that should be deferred based of GAAP.

On List 2, the Vendor determines what portion of each course in which each TTI Student is enrolled still has to be deferred and what amount is still outstanding or overpaid by the TTI Student at end of the period.

Based on List 1 and List 2, the Vendor determines as of end of the Period, how much revenues is deferred, how much accounts receivable must be reflected in the Interim Financial Statements the amount of the deposits the Vendor is holding on behalf of TTI Students which are shown an a liability.

All of the foregoing is done in accordance with good accounting practice consistently applied and the interim financial statements are then adjusted at year end in accordance with GAAP.

(l)

neither the Vendor nor any company affiliated with the Vendor or in any way involved in the provision of educational services of any nature or kind as referred to herein is a party to any collective agreement with or commitment to any labour union, trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent or employee association (collectively, “Labour Representatives”) nor has it conducted negotiations with respect to any future such collective agreement or commitment;

(m)

on Closing, the Vendor will not be in default of any Term or provision of the Existing TTI Premises Leases, and the terms and provisions of such leases are unchanged from the copies thereof delivered by the Vendor to the Purchaser. The Vendor has or will obtain consent of the Vancouver Landlord to the Vancouver Sublease;

(n)	the Vendor is a resident of Canada and is a GST registrant under the provisions of the Excise Tax Act under number ;

(o)	the Vendor has disclosed to the Purchaser all matters which are material to this transaction and has not failed to disclose any information or matter which would be of material significance in the determination by the Purchaser to proceed with this transaction;

All covenants, representations and warranties herein contained are true and accurate as of the date hereof and shall be true and accurate on the Closing Date and shall not merge on Closing and shall survive and continue in full force and effect following Closing.

5.	VENDORS COVENANTS

5.1	No Assumption of Liabilities by Purchaser

Except as here specifically set forth, the Purchaser will not assume any obligations, liabilities or contracts of the Vendor and the Vendor and Covenantors, jointly and severally, will indemnify and save harmless the Purchaser in respect of any liabilities, costs, damages or expenses of any nature or kind with respect thereto or to the Business including, without limitation, legal costs and disbursements.

5.2	Termination of Employees

On or before the Closing, the Vendor will cease operation of the Business including operations in British Columbia and China and the Vendor will be fully responsible for and pay all liabilities related to its employees. The Purchaser agrees to offer employment or consulting agreements to such employees and consultants of the Vendor, as the case may be, as are selected by the Purchaser in its discretion, and for those employees or consultants who are selected, such agreements shall be on substantially the same terms and conditions as set forth on Schedule C, effective as of the day following the Closing.

6.	PCTIA REQUIREMENTS

6.1 Persons that are students enrolled in career programs approved by PCTIA (“TTI students”), are not party to this agreement.

6.2 Subject to the limitations in this section, TTI Student Contracts existing between the TTI Students and the Vendor prior to Closing or when this agreement comes into effect will be assigned by the Vendor to the Purchaser and the Purchaser will accept the assignment and assume the liabilities under these student contracts associated with educational services that were to be provided by the the Vendor to TTI Students from Closing until the termination date of the contract between the Vendor and TTI Students. The Vendor will be solely responsible for and the Purchaser will not be responsible for liabilities under the TTI Student Contracts that may remain in relation to the provision of educational services that were to be provided by the Vendor to the TTI Students prior to the Closing Date.

6.3 The Purchaser will, for the purpose of serving current TTI Students, adopt admission standards and fees for its programs and current students that are the same as those previously adopted by the Vendor, and accept that current TTI Students have met the standards for the programs they were enrolled in by the Vendor.

6.4 All TTI Students that intend to continue their studies as students with the Purchaser must have provided a written notice to the Purchaser that they agree to the assignment of the contract they had with the Vendor. In the event one or more TTI Students do not intend to continue their studies with the Purchaser, the Purchaser must within 10 working days of being so advised by the student(s), issue a full tuition refund to the student(s).

6.5 If any TTI Student does not intend to continue and the Purchaser must refund monies to such student, the amount so refunded shall be paid by the Vendor to the Purchaser forthwith on request.

7.	CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER

7.1	Conditions Precedent

The obligations of the Purchaser under this Agreement are subject to the following conditions for the exclusive benefit of the Purchaser being fulfilled or waived by the Purchaser on or before the date specified below:

(a)

on or before April 23, 2008, the Purchaser shall be satisfied, in its sole discretion, with the TTI Interim Financial Statements and all other matters related to the Business and the Assets to be purchased hereunder. If the Purchaser has not waived this condition in writing on or before the date specified above, this Agreement shall be null and void and of no further force and effect.

(b)	on Closing, the Vendor shall have fulfilled and complied with all of its obligations herein contained and all the representations and warranties herein shall be true and accurate.

7.2	Right of Rescission

If any of the conditions this Article 7 are not fulfilled or waived, the Purchaser on Closing may, in addition to all other remedies, rescind this Agreement by notice in writing to the Vendor. In such event, the Purchaser may:

(a)	refuse to complete the transactions contemplated herein by notice to the Vendor and in such event each of the Vendor and the Purchaser shall be released from all obligations hereunder; or

(b)	complete the transaction contemplated herein, it being expressly understood and agreed that the Purchaser may rely, notwithstanding such completion, upon the covenants and conditions contained in this Agreement.

7.3

Waiver

The conditions in Article 7 may be waived by the Purchaser in whole or in part without prejudice to any right of rescission or any other right in the event of the non-fulfilment of any other condition or conditions. A waiver will be binding only if it is in writing.

CLOSING

8.1	Vendor Documents

On the Closing, the Vendor shall cause its solicitors to deliver the following documents to the Purchaser's solicitors in a form satisfactory to the Purchaser upon reasonable solicitor's trust conditions for use of the purchase monies to discharge existing financial encumbrances as are customary for transactions of this nature in British Columbia:

(a)	Assignment by the Vendor to the Purchaser all TTI Student Contracts;

(b)	Assignment by the Vendor to the Purchaser of Approvals;

(c)	Assignment by the Vendor to the Purchaser or its affiliate of the AHLA License to CIBT Education Group Corp. or such other person as the Purchaser may designate with the consent of the Licensor affixed thereto (the “AHLA License Assignment”);

(d)	Xxxx of Sale for the Assets;

(e)	an executed copy of the Xxxxxxx Employment Agreement and the Xxxxxx Consulting Agreement;

(f)	the Collateral Mortgage and ancillary documents including acknowledgement of standard mortgage terms;

(g)	Subleases (the “Subleases”) of the Existing TTI Premises for the period from the Closing Date to May 30, 2008, consented to by the Landlords thereof with rental amount to be paid thereunder for the month equal to the rent under the TTI Existing Premises Leases;

(h)	Corporate resolutions of the Vendor and its shareholders authorizing this transaction;

(i)	Opinion of the Vendor’s counsel regarding the status of the Vendor and authorization of this transaction;

(j)	the Trust Agreement;

(k)	Statutory Declaration of the Covenantors confirming accuracy of representations and warranties and fulfillment of closing conditions;

(l)	election under S.167 of the Excise Tax Act;

(m)	such other documentation as the Purchaser reasonably requires to effect the terms and provisions of this Agreement;

Documents shall generally be prepared by the Purchaser and submitted to the Vendor for execution in the normal course of transactions of this nature in the Province of British Columbia. On Closing the Vendor will deliver to the Purchaser possession of the Assets and the TTI Existing Premises.

8.2	Purchaser’s Documents

On the Closing, the Purchaser will deliver to the Vendor's solicitors the following:

(a)	by solicitor’s trust cheque the Purchase Price; and

(b)	an executed copy of the Xxxxxxx Employment Agreement and the Xxxxxx Consulting Agreement.

on solicitor’s trust conditions for discharge of Encumbrances and other matters as are reasonable for a transaction of this type in British Columbia.

8.3	Pre-Closing Obligations

From the date hereof and at all times prior to Closing, the Vendor and the Covenantors will:

(a)	assist and cooperate with the Purchaser to ensure that the transition of the Approvals to the Purchaser on and after Closing will proceed in a proper and timely manner; and

(b)	deliver to the Purchaser all authorizations and documents necessary or reasonably required for the Purchaser to complete its due diligence.

The Vendor will deliver to the Purchaser the TTI Interim Financial Statements on or before April 15, 2008.

8.4	Post Closing Obligations

Following Closing:

(a)

the Vendor and the Covenators will do all things reasonably necessary as required by the Purchaser from time to time to ensure that the Purchaser becomes entitled to use all of the Approvals including, without limitation, the PCTIA Approvals, for the courses formerly offered by the Vendor as TTI Courses; and

(b)

in conjunction with the transfer of the PCTIA Approvals or issuance of new approvals to the Purchaser, the Vendor will not change its name and will continue to cooperate with and offer the TTI Courses in the name of the Vendor as required by and in cooperation with the Purchaser to conform with all of PCTIA requirements relative thereto pending the transfer of the PCTIA Approvals to the Purchaser;

(c)	if the Purchaser has agreed to complete this transaction but any closing document has not been delivered, the Vendor and Covenantors will obtain and deliver such documents as soon as possible following Closing.

9.	FURTHER ASSURANCES

The parties will execute such further and other documents and do such further and other things as may be necessary to carry out and give effect to the intent of this Agreement.

10.

SET-OFF

If, under this Agreement or any document delivered under this Agreement, the Vendor or the Covenantors become obligated to pay any sum of money to the Purchaser, then such sum may at the election of the Purchaser, and without limiting or waiving any right or remedy for the Purchaser under this Agreement, be set off against and will apply to any sum of money or security owed by the Purchaser to the Vendor or the Covenantors until such amount has been completely set off.

11.

INDEMNITY

11.1 The Vendor and the Covenantors hereby agree, jointly and severally, to indemnify and save the Purchaser harmless from and against all losses, damages, claims and or expenses of any nature or kind (including without limitation legal fees and expenses) incurred by the Purchaser as a result of:

(a)	any non performance or non fulfillment of any covenant or agreement on the part of the Vendors contained in this Agreement or in any document executed pursuant to, or contemplated by, this Agreement in order to carry out the transactions contemplated hereby; and

(b)

any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendor and/or Covenantors contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby except that the Vendor and Covenantors shall not be required to indemnify or save harmless the Purchaser in respect of any such failure unless the Purchaser shall have provided notice thereof to the Vendors on or prior to the date which is six (6) months following the Closing.

The Covenantors agree to execute and deliver the Collateral Mortgage to the Purchaser on Closing as further security for this indemnity.

12.

NOTICE

All notices required or permitted to be given under this Agreement will be in writing and delivered personally or by courier to the address of the intended recipient set forth on the first page of this Agreement or at such other address as may from time to time be notified by any of the parties in the manner provided in this Agreement. All notices to the Covenantors may be delivered to the address of the Vendor and if so delivered shall be deemed received by the Covenantors.

13.	ARBITRATION

If a dispute or disagreement arises as between the Vendor and the Purchaser in relation to any matter or issue respecting this Agreement or its terms, the same shall be resolved by binding arbitration under the Commercial Arbitration Act (British Columbia). Any such arbitration shall take place in the City of Vancouver, British Columbia.

14.	ENTIRE AGREEMENT

This Agreement and attached schedules constitute the entire agreement between the parties and there are no representations or warranties, express or implied, statutory or otherwise and no collateral agreements other than as expressly set forth or referred to in this Agreement.

15.	ASSIGNMENT

This Agreement may not be assigned by the Vendor without the prior written consent of the Purchaser, which consent may be arbitrarily withheld. The Purchaser may assign this agreement to a nominee corporation without the prior consent of the Vendor.

16.	COVENANTORS

The Covenantors are jointly and severally liable with the Vendor to perform and comply with all obligations of the Vendor hereunder.

17.	TIME OF THE ESSENCE

Time will be the essence of this Agreement.

18.	APPLICABLE LAW

This Agreement will be governed by and interpreted in accordance with the laws of British Columbia.

19.	SUCCESSORS AND ASSIGNS

This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

20.

HEADINGS

The headings appearing in this Agreement are inserted for convenience of reference only and will not affect the interpretation of this Agreement.

AS EVIDENCE OF THEIR AGREEMENT the parties have executed this Agreement as of the day and year first above written.

XXXXXX-XXXX DEGREE COLLEGE CORP.

Per:

Authorized Signatory

GLOBAL EDUCATION IN TOURISM LTD.

Per:

Authorized Signatory

SIGNED, SEALED & DELIVERED by XXXXXXX XXX in the presence of: Signature of Witness Name: Address: Occupation:	/s/ XXXXXXX XXX
SIGNED, SEALED & DELIVERED by XXXXXX XXX in the presence of: Signature of Witness Name: Address: Occupation:	/s/ XXXXXX XXX

SCHEDULE A

ASSETS INCLUDING IP RIGHTS AND PCTIA APPROVALS

·	The AHLA License Agreement

·	All issued and outstanding shares of TTI Tourism Training Institute Ltd.

·	All right, title and interest of the Vendor in and to the name “TTI” and all variations thereof and the IP Assets

·	All PCTIA Courses material and copyright therein

·	The TTI Student Contracts

·	The Approvals including, without limitation, the PCTIA Approvals for all educational courses offered by the Vendor to TTI Students

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OFFER AND AGREEMENT TO PURCHASE

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