0001085037-01-500048 Sample Contracts

ASSUMPTION AGREEMENT
Assumption Agreement • May 11th, 2001 • Ocean Ventures Inc

CALLDIRECT ENTERPRISES INC., a company duly incorporated pursuant to the laws of the Province of Alberta and having an office at 120, 6165 Highway 17, Delta, British Columbia, V4K 5B8

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BILL OF SALE (ABSOLUTE)
Bill of Sale • May 11th, 2001 • Ocean Ventures Inc

CALLDIRECT ENTERPRISES INC., a company duly incorporated pursuant to the laws of the Province of Alberta and having an office at 120, 6165 Highway 17, Delta, British Columbia, V4K 5B8

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 11th, 2001 • Ocean Ventures Inc • British Columbia

CALLDIRECT ENTERPRISES INC., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 120, 6165 Highway 17, Delta, British Columbia, V4K 5B8

GENERAL CONVEYANCE OF BUSINESS ASSETS
General Conveyance of Business Assets • May 11th, 2001 • Ocean Ventures Inc

CALLDIRECT ENTERPRISES INC., a company duly incorporated pursuant to the laws of the Province of Alberta and having an office at 120, 6165 Highway 17, Delta, British Columbia, V4K 5B8

ESCROW AGREEMENT
Escrow Agreement • May 11th, 2001 • Ocean Ventures Inc • British Columbia

SOURCEXPORT INC., a company incorporated under the Canada Business Corporations Act with an office at 102, 9333 - 47 Street, Edmonton, Alberta, T6B 2R7

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 11th, 2001 • Ocean Ventures Inc • British Columbia

the Seller has agreed to sell certain equipment and office furniture (the "Purchased Assets"), as more particularly defined in Schedule A to this agreement to the Purchaser and the Purchaser has agreed to purchase the Purchased Assets from the Seller, all of which is subject to the terms, representations, warranties and conditions set out in this Agreement,

RELEASE AND SETTLEMENT AGREEMENT
Release and Settlement Agreement • May 11th, 2001 • Ocean Ventures Inc • British Columbia

VIRTUALSELLERS.COM, INC., a company duly incorporated pursuant to the federal laws of Canada having an office at 120 North LaSalle Street, Suite 1000, Chicago, Illinois, USA, 60602

CONVERTIBLE DEBENTURE SUBSCRIPTION AGREEMENT
Convertible Debenture Subscription Agreement • May 11th, 2001 • Ocean Ventures Inc • Alberta

SOURCEXPORT INC., a corporation incorporated under the Canada Business Corporations Act with an office at 102, 9333 - 47 Street, Edmonton, Alberta, Canada, T6B 2R7

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