Asset Purchase Agreement

Capacity to Sell. The Vendor is a corporation duly incorporated, validly existing and in good standing under the laws of British Columbia, and has the power and capacity to own and dispose of the Claims, and to enter into this Agreement and carry out its terms to the full extent;

Authority to Sell. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors;

Sale Will Not Cause Default. Neither the execution and delivery of this Agreement, nor the completion of the purchase and sale contemplated by this Agreement will:

violate any of the terms and provisions of the constating documents or bylaws or articles of the Vendor, or any order, decree, statute, bylaw, regulation, covenant, restriction applicable to the Vendor or the Claims;

give any person the right to terminate, cancel or otherwise deal with the Claims; or

result in any fees, duties, taxes, assessments or other amounts relating to the Claims becoming due or payable other than tax payable by the Purchaser in connection with the purchase and sale;

Encumbrances. The Vendor owns and possesses and has a good marketable title to the Claims free and clear of all legal claims, mortgages, liens, charges, pledges, security interest, encumbrances or other claims, except where as disclosed;

Litigation. There is no litigation or administrative or governmental proceeding or inquiry pending or, to the knowledge of the Vendor, threatened against or relating to the Claims, nor does the Vendor know of or have reasonable grounds that there is any basis for any such action, proceeding or inquiry;

No Defaults. Except as otherwise expressly disclosed in this Agreement there has not been any default in any obligation to be performed under any of the Claims, which are in good standing and in full force and appropriate effect; and

Good Standing. Prior to closing this Agreement, the Vendor will maintain, as required, the Claims in good standing.

any and all liabilities, whether accrued, absolute, contingent or otherwise, existing at closing and which are not agreed to be assumed by the Purchaser under this Agreement;

any and all losses, claims, damages and costs incurred or suffered by the Purchaser arising out of the breach or inaccuracy of any representation or warranty of the Vendor contained in this Agreement; and

any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incident to any of the foregoing.

Execution of all necessary documents. The Vendor will execute all necessary documents including such assignments as the Purchaser may require to effect the transfer of all of the Claims, including but not limited to, internet contracts and internet names.

Status of Purchaser. The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

Authority to Purchase. The execution and delivery of this Agreement and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms except as limited by laws of general application affecting the rights of creditors.

Vendor's Representations. The Vendor’s representations contained in this Agreement will be true.

Vendor’s Covenants. The Vendor will have performed and complied with all agreements, covenants and conditions as required by this Agreement.

Consents. The Purchaser will have received duly executed copies of the consents or approvals referred to in paragraph 4.1.

Purchaser's Representations. The Purchaser’s representations contained in this Agreement will be true.

Purchaser’s Covenants. The Purchaser will have performed and complied with all covenants, agreements and conditions as required by this Agreement.

Consents of Third Parties. All consents or approvals required to be obtained by the Vendor for the purpose of selling, assigning or transferring the Claims have been obtained, provided that this condition may only be relied upon by the Vendor if the Vendor has diligently exercised its best efforts to procure all such consents or approvals and the Purchaser has not waived the need for all such consents or approvals.

GENERAL

Governing Law. This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and are to be enforced, construed and interpreted exclusively in accordance with the laws of British Columbia which will be deemed to be the proper law of the Agreement.

Professional Fees. Each of the parties will bear the fees and disbursements of their respective lawyers, advisers and consultants engaged by them respectively in connection with the transactions contemplated by this Agreement prior to the closing.

Assignment. No party will assign this Agreement, or any part of this Agreement, without the prior written consent of the other party. Any purported assignment without the required consent is not binding or enforceable against any party.

Enurement. This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.

Notice. All notices required or permitted to be given under this Agreement will be in writing and personally delivered to the address of the intended recipient set out 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.

Further Assurances. The parties will execute and deliver all further documents and take all further action reasonably necessary or appropriate to give effect to the provisions and intent of this Agreement and to complete the transactions contemplated by this Agreement.

Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. Any party to this Agreement may terminate this Agreement if any other party is in breach of or defaults under any material term or condition of this Agreement or has made a material misrepresentation in this Agreement. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and there are no representations, express or implied, statutory or otherwise and no collateral agreements other than as expressly set out or referred to in this Agreement.

Headings. The division of this Agreement into sections and the insertion of headings are for convenience only and do not form part of this Agreement and will not be used to interpret, define or limit the scope, extent or intent of this Agreement.

Severability. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid or unenforceable, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remaining provisions of this Agreement.

Schedules. The Schedules attached hereto form an integral part of this Agreement.

Time of the Essence. Time will be of the essence of this Agreement.

Counterparts. This Agreement and all documents contemplated by or delivered in connection with this Agreement may be executed and delivered by facsimile or original and in any number of counterparts, and each executed counterpart will be considered to be an original. All executed counterparts taken together will constitute one agreement.