Share Purchase Agreement dated October 28, 2003 between Northward Ventures Inc., Bulldog Technologies Inc., a British Columbia company, John Cockburn and the remaining shareholders of Bulldog Technologies Inc., a British Columbia company

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made effective as of the 28th day of October, 2003.

AMONG:

THE UNDERSIGNED SHAREHOLDERS OF
BULLDOG TECHNOLOGIES, INC., A
BRITISH COLUMBIA COMPANY

(the "Selling Shareholders")

OF THE FIRST PART

AND:

BULLDOG TECHNOLOGIES INC.,
a British Columbia Company

(“Bulldog BC")

OF THE SECOND PART

AND:

NORTHWARD VENTURES, INC.,
a Nevada corporation

(“Northward")

OF THE THIRD PART

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and of the sum of $10.00 paid by Northward to each of the Selling Shareholders and to Bulldog BC, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

ARTICLE 1.
DEFINITIONS

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

Disclosure Schedule 2.3 – Private Placement Term Sheet
Disclosure Schedule 3.3 – Capitalization of Bulldog BC
Disclosure Schedule 3.4 – Title to Bulldog BC Stock
Disclosure Schedule 3.7 – Actions and Proceedings
Disclosure Schedule 3.10 – Financial Statements
Disclosure Schedule 3.11 – Absence of Undisclosed Liabilities
Disclosure Schedule 3.13 – Absence of Undisclosed Changes
Disclosure Schedule 3.16 – Employees and Consultants
Disclosure Schedule 3.17 – Intellectual Property
Disclosure Schedule 3.18 – Real Property
Disclosure Schedule 3.19 – Material Contracts
Disclosure Schedule 5.3 – Capitalization of Northward

     1.3 Currency. All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

ARTICLE 2.
PURCHASE AND SALE OF SHARES

     2.1 Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to Northward, and Northward hereby covenants and agrees to purchase from the Selling Shareholders all of Bulldog BC Shares held by the Selling Shareholders.

     2.2 Consideration. As consideration for the sale of Bulldog BC Shares by the Selling Shareholders, Northward shall allot and issue the Northward Shares to the Selling Shareholders on the basis of one Northward Share, after completion of the Stock Split contemplated by Section 7.12 of this Agreement, for each Bulldog BC share held by each Selling Shareholder. The Northward Shares shall be issued to the Selling Shareholders in accordance to the number of the Bulldog BC Shares transferred by each Selling Shareholder to Northward on closing. The Selling Shareholders acknowledge and agree that the Northward Shares are being issued pursuant to the safe harbour from the prospectus and registration requirements of Securities Act provided by Regulation S of the Securities Act. The Selling Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All shares certificates representing the Northward Shares will be endorsed with the following legend pursuant to the Securities Act:

“THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION

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S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

     2.3 Financing. The Closing will be subject to Northward completing a private placement financing on the terms and conditions described in the private placement term sheet attached hereto as Schedule 2.3 (the “Northward Private Placement”). The net proceeds of the Northward Private Placement will be not less than $520,000, less any amounts advanced by Antares to Bulldog BC pursuant to the Antares Loans. Northward will complete the Northward Private Placement on or before the Closing Date. The Northward Private Placement may complete prior to or contemporaneously with the Closing and it may be a condition of the Northward Private Placement that the Closing will occur contemporaneously with the closing of the Northward Private Placement

     2.4 Closing Date. The Closing will take place, subject to the terms and conditions of this Agreement, on the Closing Date.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF BULLDOG BC AND
THE PRINCIPAL SHAREHOLDER

Bulldog BC and the Principal Shareholder each jointly and severally represent and warrant to Northward and acknowledge that Northward is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Northward, as follows:

     3.1 Organization and Good Standing. Bulldog BC is a corporation duly organized, validly existing and in good standing with respect to the filing of annual returns with the British Columbia Registrar of Companies and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Bulldog BC is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Bulldog BC taken as a whole.

     3.2 Authority. Bulldog BC has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Bulldog BC Transaction Documents”) to be signed by Bulldog BC and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Bulldog BC Transaction Documents by Bulldog BC and the consummation of the transactions contemplated thereby have been duly authorized by its Board of Directors. No other corporate or shareholder proceedings on the part of Bulldog BC are necessary to authorize such documents or to consummate the transactions contemplated thereby. This Agreement has been, and the other Bulldog BC Transaction Documents when executed and delivered by Bulldog BC as contemplated by this Agreement will be, duly executed and delivered by Bulldog BC and this Agreement is, and the other Bulldog BC Transaction Documents when executed and delivered by Bulldog BC as contemplated hereby will be, the valid and binding obligation of Bulldog BC enforceable in accordance with their respective terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (3) as limited by public policy.

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     3.7 Actions and Proceedings. Other than as disclosed in Disclosure Schedule 3.7, there are no claims, charges, arbitrations, grievances, actions, suits, investigations or proceedings by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Bulldog BC or the Principal Shareholder, threatened against Bulldog BC or which involves any of the business, or the properties or assets of Bulldog BC that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Bulldog BC taken as a whole (a “Bulldog BC Material Adverse Effect”). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Bulldog BC Material Adverse Effect. Disclosure Schedule 3.7 lists all pending legal claims or proceedings, whether or not such claim or proceeding would result in a Bulldog BC Material Adverse Effect.

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3.8 Compliance.

     3.9 Filings, Consents and Approvals. No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Bulldog BC of the transactions contemplated by this Agreement or to enable Northward to continue to conduct Bulldog BC’s business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

     3.10 Financial Representations. Attached to this Agreement as Disclosure Schedule 3.10 are true, correct, and complete copies of audited balance sheets for Bulldog BC dated as of August 31, 2003 and August 31, 2002, together with related statements of income, cash flows, and changes in shareholder's equity for the fiscal years then ended (collectively, the “Financial Statements”). The Financial Statements (a) are in accordance with the books and records of Bulldog BC, (b) present fairly the financial condition of Bulldog BC as of the respective dates indicated and the results of operations for such periods, and (c) have been prepared in accordance with GAAP. Bulldog BC has not received any advice or notification from its independent accountants that Bulldog BC has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Financial Statements or the books and records of Bulldog BC, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Bulldog BC accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Bulldog BC. Bulldog BC has not engaged in any transaction, maintained any bank account, or used any funds of Bulldog BC, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Bulldog BC.

     3.11 Absence of Undisclosed Liabilities. Except as set forth in Disclosure Schedule 3.11, Bulldog BC has no liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

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     For purposes of this Agreement, the term “liabilities” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured.

     3.12 Tax Matters.

     3.13 Absence of Changes. Except as set forth in Disclosure Schedule 3.13, since August 31, 2003, Bulldog BC has not, other than in connection with the Antares Loans:

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     3.14 Personal Property. Bulldog BC possesses all property and items necessary for the continued operation of the business of Bulldog BC as presently conducted and as represented to Northward. All of such items are in good operating condition (normal wear and tear excepted), and are reasonably fit for the purposes for which such item is presently used. Except for a general security interest granted to Antares, all material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Bulldog BC are owned by Bulldog BC free and clear of all liens, security interests, charges, encumbrances, and other adverse claims.

     3.15 Insurance. The assets, properties and operations of Bulldog BC are insured under various policies of general liability and other forms of insurance consistent with prudent business practices. All such policies are in full force and effect in accordance with their terms, no notice of cancellation has been received, and there is no existing default by Bulldog BC or any event which, with the giving of notice, the lapse of time or both, would constitute a default thereunder. All premiums to date have been paid in full.

     3.16 Employees and Consultants. Disclosure Schedule 3.16 lists the name, address, date of hire, title or position, compensation and benefits of each employee or consultant of Bulldog BC. All employees and consultants have been paid all salaries, wages, income and any other sum due and owing to them by Bulldog BC as at the end of the most recent completed pay period. Bulldog BC is not aware of any labour conflict with any of Bulldog BC employees that might reasonably be expected to

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have a Bulldog BC Material Adverse Effect. Bulldog BC has not entered into any written contracts of employment or consulting agreements other than as listed on Disclosure Schedule 3.16. All amounts required to be withheld by Bulldog BC from employees salaries or wages and paid to any governmental or taxing authority have been so withheld and paid. No employee of Bulldog BC is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with Bulldog BC or any other nature of the business conducted or to be conducted by Bulldog BC.

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     3.18 Real Property. Bulldog BC does not own any real property. Disclosure Schedule 3.18 lists all leases, subleases or other real property interests (collectively, “Leases”) to which Bulldog BC is

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a party or bound. Each of the Leases is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Bulldog BC pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Bulldog BC has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto. Bulldog BC has delivered a true and complete copy of each of the Leases to Northward.

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Schedule 3.19, there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to Northward.

     3.20 Certain Transactions. Bulldog BC is not indebted, directly or indirectly, to any of its officers, directors or shareholders or to their respective spouses or children, in any amount whatsoever. Bulldog BC is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

     3.21 No Brokers. Bulldog BC has not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the transactions contemplated by this Agreement for which Northward would be responsible.

     3.22 Minute Books. The minute books of Bulldog BC provided to Northward contain a complete summary of all meetings of directors and shareholders since the time of incorporation of such entity and reflect all transactions referred to in such minutes accurately in all material respects.

     3.23 Completeness of Disclosure. No representation or warranty by Bulldog BC in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Northward pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

ARTICLE 4.
COVENANTS, REPRESENTATIONS AND WARRANTIES
OF THE SELLING SHAREHOLDERS

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      4.5 The Selling Shareholder acknowledges that the Selling Shareholder was not in the United States at the time this Agreement was executed.

      4.6 The Selling Shareholder acknowledges that the Northward Shares will be “restricted securities” within the meaning of the Securities Act and will be issued to the Selling Shareholder in accordance with Regulation S of the Securities Act. The Selling Shareholder further acknowledges that Northward has not agreed to register the resale of the Northward Shares under the Securities Act.

      4.7 The Selling Shareholder agrees not to engage in hedging transactions with regard to the Northward Shares unless in compliance with the Securities Act.

      4.8 The Selling Shareholder and Northward agree that Northward will refuse to register any transfer of the Northward Shares not made in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act or, pursuant to an available exemption from registration.

      4.9 The Selling Shareholder agrees to resell the Northward Shares only in accordance with the provisions of Regulation S of the Securities Act, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act.

     4.10 The Selling Shareholder has reviewed the representations and warranties of Bulldog BC and the Principal Shareholder set forth in Article 3 of this Agreement and the Selling Shareholder is not aware of the untruth or inaccuracy of any of the representations and warranties of Bulldog BC and the Principal Shareholder set forth in Article 3.

ARTICLE 5.
REPRESENTATIONS AND WARRANTIES OF
NORTHWARD

     Northward represents and warrants to Bulldog BC and the Selling Shareholders, and acknowledges that Bulldog BC and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Bulldog BC, as follows:

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     5.1 Organization and Good Standing. Northward is duly organized, validly existing and in good standing under the laws of Nevada and has all requisite corporate power and authority to own, lease and to carry on its respective businesses as now being conducted. Northward is duly qualified to do business and is in good standing as foreign corporations in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of Northward .

     5.2 Authority. Northward has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Northward Transaction Documents”) to be signed by Northward and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Transaction Documents by Northward and the consummation by Northward of the transactions contemplated thereby have been duly authorized by its Board of Directors and no other corporate or shareholder proceedings on the part of Northward are necessary to authorize such documents or to consummate the transactions contemplated thereby. This Agreement has been, and the other Northward Transaction Documents when executed and delivered by Northward as contemplated by this Agreement will be, duly executed and delivered by Northward and this Agreement is, and the other Northward Transaction Documents when executed and delivered by Northward, as contemplated hereby will be, the valid and binding obligation of Northward enforceable in accordance with their respective terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (3) as limited by public policy.

5.3 Capitalization of Northward. The entire authorized capital stock and other equity securities of Northward (“Northward Stock”) consists of 100,000,000 shares of common stock, par value $0.0001 (“Northward Common Stock”) and 10,000,000 shares of Preferred Stock, no par value (“Northward Preferred Stock”). As of the date of this Agreement and before effecting the stock split contemplated by Section 7.12 hereof, there are 4,210,000 shares of Northward common stock issued and outstanding. There are no shares of Northward Preferred Stock issued and outstanding and there will be no shares of Northward Preferred Stock issued or outstanding as of the Closing Date. All of the issued and outstanding shares of Northward Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as set forth on Disclosure Schedule 5.3, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Northward to issue any additional shares of Northward Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Northward any shares of Northward Stock. Except as set forth on Disclosure Schedule 5.3, there are no agreements purporting to restrict the transfer of the Northward Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Northward Stock.

5.4 Validity of Northward Common Stock Issuable in the Transaction. The shares of Northward Common Stock to be issued to the Selling Shareholders upon consummation of the Transaction in accordance with Section 2.2 of this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

     5.5 Actions and Proceedings. There is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Northward, threatened against Northward which involves any of the business, or the properties or assets of Northward that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Northward taken as a whole. There is no reasonable basis for any claim or

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action that, based upon the likelihood of its being asserted and its success if asserted, would have such a material adverse effect.

     5.6 SEC Filings. Northward has furnished or made available to Bulldog BC and the Selling Shareholders a true and complete copy of each report, schedule, registration statement and proxy statement filed by Northward with the SEC since the inception of Northward (as such documents have since the time of their filing been amended, the "Northward SEC Documents"). Northward has timely filed with the SEC all documents required to have been filed pursuant to the Securities Act and the Exchange Act. As of their respective dates, Northward SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Northward SEC Documents, and none of Northward SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

     5.7 Financial Representations. Included with the Northward SEC Documents are true, correct, and complete copies of audited balance sheets for Northward dated as of August 31, 2003 and August 31, 2002, together with related statements of income, cash flows, and changes in shareholder's equity for the fiscal years then ended (the “Northward Financial Statements”). The Northward Financial Statements (a) are in accordance with the books and records of Northward, (b) present fairly the financial condition of Northward as of the respective dates indicated and the results of operations for such periods, and (c) have been prepared in accordance with GAAP. Northward has not received any advice or notification from its independent certified public accountants that Northward has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Northward Financial Statements or the books and records of Northward, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Northward accurately and fairly reflect, in reasonable detail, the transactions, assets, and liabilities of Northward. Northward has not engaged in any transaction, maintained any bank account, or used any funds of Northward, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Northward.

     5.8 Absence of Undisclosed Liabilities. Northward has no liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

     For purposes of this Agreement, the term “liabilities” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured.

     5.9 Absence of Certain Changes or Events. Except as and to the extent disclosed in the Northward SEC Documents, there has not been (a) a material adverse effect to the business, operations or financial conditions of Northward, or (b) any significant change by Northward in its accounting methods, principles or practices.

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     5.10 Filings, Consents and Approvals. No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Northward of the transactions contemplated by this Agreement to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

     5.11 Personal Property. There are no material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Northward, except as disclosed in the Northward SEC Documents.

     5.12 Employees and Consultants. Northward does not have any employees or consultants, except as disclosed in the Northward SEC Documents.

     5.13 Material Contracts and Transactions. There are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Northward is a party except as disclosed in the Northward SEC Documents.

     5.14 No Brokers. Northward has not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the transactions contemplated by this Agreement for which Bulldog BC would be responsible.

     5.15 Minute Books. The minute books of Northward provided to Bulldog BC contain a complete summary of all meetings of directors and shareholders since the time of incorporation of such entity and reflect all transactions referred to in such minutes accurately in all material respects.

     5.16 Completeness of Disclosure. No representation or warranty by Northward in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Bulldog BC pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

ARTICLE 6.
CLOSING CONDITIONS

     6.1 Conditions Precedent to Closing by Northward. The obligation of Northward to consummate the Transaction is subject to the satisfaction of the conditions set forth below, unless any such condition is waived Northward at the Closing. The Closing of the transactions contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions of closing are for the sole benefit of Northward and may be waived by Northward in its discretion.

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     6.2 Conditions Precedent to Closing by Bulldog BC. The obligation of the Selling Shareholders to consummate the Transaction is subject to the satisfaction of the conditions set forth below, unless such condition is waived by the Selling Shareholders at the Closing. The Closing of the Transaction will be deemed to mean a waiver of all conditions to Closing. These conditions of closing are for the benefit of the Selling Shareholders and may be waived Selling Shareholders holding more than 50% of the outstanding shares of Bulldog BC in their discretion.

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ARTICLE 7.
ADDITIONAL COVENANTS OF THE PARTIES

     7.1 Financing. Northward agrees to use its best efforts to complete the Northward Private Placement in accordance with Section 2.3.

     7.2 Access and Investigation. Between the date of this Agreement and the Closing Date, Bulldog BC, on the one hand, and Northward, on the other hand, will, and will cause each of their respective representatives to, (a) afford the other and its representatives full and free access to its personnel, properties, contracts, books and records, and other documents and data, (b) furnish the other and its representatives with copies of all such contracts, books and records, and other existing documents and data as required by this Agreement and as the other may otherwise reasonably request, and (c) furnish the other and its representatives with such additional financial, operating, and other data and information as the other may reasonably request. All of such access, investigation and communication by a party and its representatives will be conducted during normal business hours and in a manner designed not to interfere unduly with the normal business operations of the other party. Each party will instruct its auditors to cooperate with the other party and its representatives in connection with such investigations

     7.3 Confidentiality. All information regarding the business of Bulldog BC including, without limitation, financial information that Bulldog BC provides to Northward during Northward’s due diligence investigation of Bulldog BC will be kept in strict confidence by Northward and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Northward or disclosed to any third party (other than Northward’s professional accounting and legal advisors) without the prior written consent of Bulldog BC. If the transactions contemplated by this Agreement do not proceed for any reason, then upon receipt of a written request from the Bulldog BC, Northward will immediately return to Bulldog BC any information received regarding Bulldog BC’s business. Likewise, all information regarding the business of Northward including, without limitation, financial information that Northward provides to Bulldog BC during its due diligence investigation of Northward will be kept in strict confidence by Bulldog BC and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Bulldog BC or disclosed to any third party (other than Bulldog BC’s professional accounting and legal advisors) without Northward’s prior written consent. If the transactions contemplated by this Agreement do not proceed for any reason, then upon receipt of a written request from Northward, Bulldog BC will immediately return to Northward (or as directed by Northward) any information received regarding Northward’s business.

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     7.4 Notification. Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Disclosure Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Disclosure Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenant in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.

     7.5 Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Bulldog BC will not, directly or indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity (other than Northward) relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Bulldog BC, or any merger, consolidation, business combination, or similar transaction.

     7.6 Conduct of Bulldog BC Business Prior to Closing. From the date of this Agreement to the Closing Date, and except to the extent that Northward otherwise consents in writing, Bulldog BC will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it. Northward acknowledges that Bulldog BC may incur further loans from Antares under the Antares Loans to a maximum aggregate loan amount of $85,000.

     7.7 Certain Acts Prohibited - Bulldog BC. Except as expressly contemplated by this Agreement and the Merger Agreement, between the date of this Agreement and the Closing Date, Bulldog BC will not, without the prior written consent of Northward:

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     7.8 Certain Acts Prohibited - Northward. Except as expressly contemplated by this Agreement and the Merger Agreement, between the date of this Agreement and the Closing Date, Northward will not, without the prior written consent of Bulldog BC:

     7.9 Public Announcements. Northward and Bulldog BC each agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the transactions contemplated herein without the prior written consent of the other party, except as may be required upon written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their consent to such announcement.

     7.10 Northward Board of Directors. Immediately upon the Closing, the current directors of Northward will adopt resolutions appointing a new board of directors for Northward consisting of three (3) members, consisting of John Cockburn, James McMillan and Boo Jock Chong, and will accept the resignations of Michael Waggett and Suzette Lewis. Northward will prepare and file a Schedule 14F information statement with the SEC as required under the Exchange Act in connection with the change of directors arising in connection with the completion of the Merger and the Bulldog Acquisition.

     7.11 Northward Name Change. Northward agrees that it will change its corporate name to “Bulldog Technologies Inc.”, which name change will be effected either by (i) obtaining shareholder approval for such name change, or (ii) merging the Northward Sub into Northward. If required by law, Northward agrees to use its commercially reasonably efforts to seek such shareholder approval of the name change and to recommend to its shareholders that they approve the name change. If the Merger is not consummated for any reason, Northward will not proceed with the change of its corporate name to “Bulldog Technologies Inc.”. Bulldog BC acknowledges that completion of the name change is not a condition precedent to completion of the Merger or the Transaction.

     7.12 Stock Split. Northward agrees that it will proceed with a split of the Northward Common Stock to be completed by way of a stock dividend of an additional 4.34 shares of Northward Common

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Stock for each one share of Northward Common Stock currently issued and outstanding (the “Stock Split”).

ARTICLE 8.
CLOSING

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ARTICLE 9.
TERMINATION

     9.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations

ARTICLE 10.
INDEMNIFICATION; REMEDIES; SURVIVAL

     10.1 Certain Definitions. For the purposes of this Articles 10, the terms “Loss” and “Losses” means any and all demands, claims, actions or causes of action, assessments, losses, damages. liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Northward or Bulldog BC including damages for lost profits or lost business opportunities.

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     10.2 Agreement of Bulldog BC to Indemnify. Bulldog BC and the Selling Shareholders will indemnify, defend, and hold harmless Northward, its respective officers, directors, shareholders, employees and affiliates from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Northward by reason of, resulting from, based upon or arising out of:

     10.3 Agreement of Northward to Indemnify. Northward will indemnify, defend, and hold harmless Bulldog BC and the Selling Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Bulldog BC or the Selling Shareholders by reason of, resulting from, based upon or arising out of:

ARTICLE 11.
MISCELLANEOUS PROVISIONS

     11.1 Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. The representation, warranties and agreements will survive the Closing Date and continue in full force and effect until six (6) months after the Closing Date.

     11.2 Further Assurances. Each of the parties hereto will cooperate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement.

     11.3 Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

     11.4 Expenses. Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants.

     11.5 Entire Agreement. This Agreement, the exhibits, schedules attached hereto and the other Transaction Documents contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

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     11.6 Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as will be specified by like notice):

If to Bulldog BC:

BULLDOG TECHNOLOGIES INC.
128 – 11180 Coppersmith Place
Richmond, BC V7A 5G8
Attention: John Cockburn
Telephone: 604 ###-###-####
Fax: 604 ###-###-####

With a copy (which will not constitute notice) to:

CLARK WILSON
Barristers and Solicitors
800 – 885 West Georgia Street
Vancouver, BC V6C 3H1
Attention: Virgil Hlus, Esq.
Telephone: 604 ###-###-####
Fax: 604 ###-###-####

If to Northward:

NORTHWARD VENTURES, INC.
Suite 2120, 1066 West Hastings Street
Vancouver, British Columbia
Attention: Michael Waggett
Facsimile: 604-____________

With a copy (which will not constitute notice) to:

Michael H. Taylor, Esq.
O’Neill & Taylor PLLC
Suite 1010, 435 Martin Street,
Blaine, WA 98230

Facsimile: (330) 332-2291

All such notices and other communications will be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery, (c) in the case of delivery by internationally-recognized express courier, on the business day following dispatch and (d) in the case of mailing, on the fifth business day following mailing.

     11.7 Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

     11.8 Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

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     11.9 Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

     11.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia applicable to contracts made and to be performed therein.

     11.11 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

     11.12 Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

     11.13 Fax Execution. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

     11.14 Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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     11.15 Independent Legal Advice. Each of Bulldog BC and the Selling Shareholders acknowledges that O’Neill & Company have acted solely for Northward in the negotiation and execution of this Agreement and O’Neill & Company have advised each of Bulldog BC and the Selling Shareholders to obtain the advice of their independent legal counsel.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

NORTHWARD VENTURES, INC.
a Nevada corporation by its
authorized signatory:

/s/ Michael Waggett
Signature of Authorized Signatory

MICHAEL WAGGETT
Name of Authorized Signatory

President
Position of Authorized Signatory

BULLDOG TECHNOLOGIES INC.
a British Columbia company by its a
uthorized signatory:

/s/ John M. Cockburn
Signature of Authorized Signatory

John M. Cockburn
Name of Authorized Signatory

President & CEO
Position of Authorized Signatory

SIGNED, SEALED AND DELIVERED
BY JOHN COCKBURN in the presence of:

DISCLOSURE SCHEDULE 2.3
TO THE SHARE PURCHASE AGREEMENT
BETWEEN THE SHAREHOLDERS OF BULLDOG TECHNOLOGIES, INC.,
BULLDOG TECHNOLOGIES INC. AND NORTHWARD VENTURES, INC.

Private Placement Term Sheet

NORTHWARD VENTURES, INC.

TERM SHEET

US$520,000 Private Placement