0001002014-05-000428 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 20th, 2005 • Sheer Ventures Inc. • Metal mining • Nevada

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective as of the 11th day of May, 2005, by and among D.B. Management Ltd., a private limited corporation organized pursuant to the laws of the province of British Columbia (being herein referred to as the "Seller"), Sheer Ventures, Inc., a Nevada corporation (the "Company") and Caroline Emma Thomson, Daniel Stephen Gaunt, Christopher Ian Harvey, Benjamin Vernon Weller, Julian David Mark Lane, and Philipp Buschmann (being herein referred to individually as "Purchaser" and collectively as the "Purchasers").

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STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • June 20th, 2005 • Sheer Ventures Inc. • Metal mining • Nevada

This Stock Exchange Agreement (the "Agreement"), dated as of May 11th, 2005, is by and among Sheer Ventures, Inc., a Nevada corporation, ("Sheer" or the "Company"), Doug Berry, a director, officer and shareholder of the Company ("Berry"), Philipp Buschmann, Fraser Tod, Gareth David Ball, Stephen Macrow, Luke Duncan Robinson and Thomas Thompson (collectively referred to herein as the "Stockholders"), such persons being all of the registered holders of all of the capital stock of Ignis Petroleum Corporation, a Nevada corporation ("Ignis") and Ignis.

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