Exhibit 10.1: Share Purchase Agreement dated May 10, 2006

all dollar amounts referred to in this Agreement are stated in Canadian Dollars; and

any payment contemplated by this Agreement shall be made by cash, certified cheque or any other method that provides immediately available funds.

Definitions

Purchase Shares

Allocation of Initial Cash Payment

C$3,000,000 in cash (the “Initial Cash Payment”) less the Adjustment Amount;

C$1,200,000 in Common shares (“Parent Common Shares”) in the capital of the Parent (the “Share Consideration”). The Share Consideration will be issued at a deemed price per share of the equivalent in Canadian funds of the price per share at which the Parent Common Shares are issued or are issuable under the Financing, with such deemed price being calculated using a currency conversion rate equal to the average Bank of Canada Rate for converting Canadian funds to US funds for the last thirty days before the Closing Date. In the event no Parent Common Shares are issued or issuable pursuant to the Financing, the deemed price per share will be $0.50;

Debentures in the aggregate amount of C$2,300,000 in the form attached as Exhibit G hereto (the “Debentures”), which Debentures will be non-interest bearing and will be due and payable by the Buyer on the date which is 9 months after the Closing Date, or such later date as is determined pursuant to Section 2.4 (the “Maturity Date”); and

C$500,000 in cash (the “Second Cash Payment”).

on the Closing Date, the payment to the Sellers by the Buyer of the following:

the Initial Cash Payment;

the Share Consideration; and

the Debentures;

on the Adjustment Date, the Adjustment Amount shall be paid in the manner provided for in Section 2.6;

on the date which is 9 months after the Closing Date, or such later date as is determined pursuant to Section 2.4 (the “Second Cash Payment Date”), the Second Cash Payment. Notwithstanding the foregoing, the Buyer may in its sole discretion pay any or all of the Second Cash Payment at any time prior to the Second Cash Payment Date, provided that the full amount is paid on or before the Second Cash Payment Date.

As soon as practicable and in any event within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Sellers unaudited financial statements of the Corporation for the period beginning on the first day of the current financial year of the Corporation and ending on the Closing Date, including a balance sheet, an income statement and a statement of changes in financial position, prepared in accordance with GAAP on a basis consistent with the Financial Statements together with a review engagement report of PTL Electronics Ltd. thereon (the “Closing Statements”).

During the period from the Closing Date until the date of delivery of the Closing Statements, the Sellers will give the Buyer and its agents and representatives such assistance and access to the Books and Records as the Buyer and its agents and representatives may reasonably request in order to enable it prepare the Closing Statements.

The Closing Statements shall be conclusive of the amount of the Closing Balance and shall be final and binding upon the Parties for the purpose of determining the Adjustment Amount unless before the 15th Business Day after the date on which the Closing Statements are delivered to the Sellers, the Sellers’ Representative gives to the Buyers a notice of objection to any matter stated in the Closing Statements.

If the Sellers give a notice of objection pursuant to Section 2.5(3) then the Sellers and the Buyer shall consult with each other with respect to the objection. If they are unable to reach agreement within 10 Business Days after the notice of objection has been given, then the dispute shall be resolved by an accountant to be selected by the Buyer and such selection communicated to the Sellers, prior to Closing (the “Accountant”). The resolution of the dispute by the Accountant will be final and binding on the Parties. The fees and expenses of the Accountant, unless otherwise agreed by the Parties, will be borne equally by the Sellers and the Buyer.

If the Sellers have not delivered a notice of objection pursuant to Section 2.5(3), then on the 20th Business Day after delivery of the Closing Statements pursuant to Section 2.5(1)(the “Adjustment Date”), an amount (the “Adjustment Amount”) equal to the amount by which the Closing Balance is less than C$3,200,000 (after deduction for all applicable taxes owing up to March 31, 2006) shall be paid in the following manner:

if the Closing Balance is less than C$3,200,000 (after deduction for all applicable taxes owing up to March 31, 2006), then forthwith each Seller will pay to the Buyer an amount equal to that Seller’s proportionate share of the Adjustment Amount plus interest on that Seller’s proportionate share of the Adjustment Amount at the Prime Rate from the Closing Date to the date of payment; or

if the Closing Balance is equal to or greater than C$3,200,000 (after deduction for all applicable taxes owing up to March 31, 2006), no payment will be made in respect of the Adjustment Amount.

If the Sellers give a notice of objection to the Closing Statements pursuant to Section 2.5(3), then the Sellers shall pay the portion, if any, of the Adjustment Amount in respect of which there is no objection plus interest on that undisputed portion of the Adjustment Amount in accordance with Section 2.6(1) on the Adjustment Date. Upon the resolution of the dispute with respect to the Closing Statements, the Sellers shall pay any additional amounts as are determined to be payable, together with interest thereon, in accordance with the provisions of Section 2.6(1).

if the Corporation’s Solicitors (on behalf of the Non-Resident Sellers) has not delivered to the Buyer’s Solicitors a Clearance Certificate for each of the Non- Resident Sellers by the 28th day of the month following the Closing Date, the Buyer’s Solicitors will remit the balance of the Withheld Funds to the CRA by the 30th day of such month unless they have previously received in writing addressed to the Corporation’s Solicitors (on behalf of the Non-Resident Sellers) and the Buyer the consent of the CRA to remit the Withheld Funds at a later date without application of any interest or penalties, in which case the Buyer’s Solicitors will remit the Withheld Funds in accordance with the directions of the CRA, and

with respect to each Non-Resident Seller, after the Corporation’s Solicitors have (on behalf of that Non-Resident Seller) delivered to the Buyer’s Solicitors a Clearance Certificate for that Non-Resident Seller, the Buyer’s Solicitors may disburse to such Non-Resident Seller the excess of the Withheld Funds (if any),

the certificate or certificates representing the Purchase Shares;

assignments of the Purchase Shares in the form of Exhibit A, duly executed by each Seller;

the minute books, share certificate books and corporate seals of the Corporation;

a certificate of each of the Sellers dated as of the Closing Date in the form of Exhibit B;

a certificate of the co-CEOs of the Corporation dated as of the Closing Date in the form of Exhibit C;

evidence in form satisfactory to the Buyer and the Parent, both acting reasonably, that the Corporation Consents and Approvals have been obtained;

the new Employment Agreements acceptable in form and substance to the Buyer, executed by the Corporation and each of Paul Heathcote and David McAlpine;

Non-competition Agreements acceptable in form and substance to the Buyer, duly executed by the Corporation and each of the Sellers;

the written resignation of each of Elaine Chueng, Dr. Gratio Tsang and David Lo as Directors and Officers of the Corporation in the form of Exhibit D;

the Sellers’ Solicitors Opinion; and

all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Buyer or the Parent to complete the transactions provided for in this Agreement.

a certificate of the President or other senior officer of the Buyer dated as of the Closing Date in the form of Exhibit E;

a certificate of the President or other senior officer of the Parent dated as of the Closing Date in the form of Exhibit F;

the payment of C$3,000,000 representing the Initial Cash Payment;

the Debenture Agreements in the form of Exhibit G, duly executed by the Buyer and the Parent in favour of each of the Sellers;

the General Security Agreements in the form of Exhibit H, duly executed by the Corporation in favour of each of the Sellers;

the Buyer’s Solicitors Opinion; and

all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Sellers to complete the transactions provided for in this Agreement.

Representations and Warranties - The representations and warranties of the Sellers and the Corporation in Sections 5.1 and 5.2 shall be true and correct at the Closing.

Sellers’ Compliance - The Sellers and the Corporation shall have performed and complied with all of the terms and conditions in this Agreement on their part to be performed or complied with at or before Closing and shall have executed and delivered or caused to have been executed and delivered to the Buyer and the Parent at the Closing all the documents contemplated in Section 3.2 or elsewhere in this Agreement.

Agreement Continuing - This Agreement shall not have been terminated in accordance with its terms.

Closing Date - The Closing Date shall have occurred on or before December 31, 2006.

Consents and Approvals - All the Buyer Consents and Approvals and the Parent Consents and Approvals shall have been obtained.

Convertible Securities – Any and all outstanding rights, options, warrants and other securities convertible into or exercisable for shares in the capital of the Corporation shall have been (a) acquired by the Buyer, (b) cancelled or (c) exercised in accordance with their terms for underlying shares which are being acquired by the Buyer pursuant to this Agreement.

No Material Adverse Change - There shall have been no Material Adverse Change from February 28, 2006 until the completing of the Closing.

Employment Agreements – The Corporation shall have entered into the new Employment Agreements acceptable in form and substance to the Buyer, with David McAlpine and Paul Heathcote respectively.

Non-Competition – Each of Paul Heathcote, David McAlpine, Albert Chueng, Dr. Gratio Tsang, Anthony Lee and David Lo shall have entered into a non- competition agreement with the Corporation, the Buyer and the Parent, acceptable in form and substance to the Buyer.

No Unapproved Material Contracts - Each of the Sellers and the Corporation shall not have entered into any Material Contract, unless previously approved in writing by the Buyer or the Parent, from the date hereof until the Closing which may in the Buyer’s and the Parent’s opinion, acting reasonably:

materially adversely impact on the Buyer’s or the Parent’s ability to integrate the Corporation and the Business with the operations of the Buyer or the Parent; or

materially adversely affect the value of the Business to the Buyer or the Parent after the Closing; or

materially adversely affect the financial condition, the business, the operations or the assets of the Buyer or the Parent following the Closing.

No Litigation - There shall be no litigation or judicial or administrative proceedings:

pending or threatened in writing against any of the Parties or against any of their respective Affiliates or any of their respective directors or officers, for the purpose of enjoining, preventing or restraining the completion of the transactions contemplated by this Agreement; or

pending or threatened in writing against any of the Parties or against any of their respective Affiliates or any of their respective directors or officers which in the result, could adversely affect the right of the Buyer to acquire or retain the Shares.

Corporation Consents and Approvals - All the Corporation Consents and Approvals shall have been obtained.

Securities Exemptions – There shall be available to the Parent, an exemption from the registration requirements of the U.S. Securities Act of 1933 (the “U.S. Securities Act”), and an exemption from the registration and prospectus requirements of the Securities Act (British Columbia) (the “B.C. Securities Act”). In the event that no such exemption(s) are available, the Parent may, at its option seek such regulatory order or file such documents (including a prospectus and/or registration statement) as are necessary to permit the issuance of the Parent Securities without violating Applicable Law.

Completion of Financing – The completion by the Parent of a debt or equity financing of not less than C$3,500,000 on or before closing on terms acceptable to the Parent (the “Financing”).

Ongoing Due Diligence – The Buyer shall be satisfied with the results of its ongoing due diligence work concerning the Corporation, including but not limited to their review of its business, operations and affairs, the Corporation’s facilities, lease agreements, customer and supplier relationships, management, technology, product, sales and marketing processes, present financial condition and financial forecasts, the Financial Statements, the Material Contracts, financial agent’s fees and commissions, accounting systems and financial controls.

Audited Financial Statements – The Audited Financial Statements shall have been delivered to the Buyer in accordance with Section 2.10.

Opinion – The Buyer and the Parent shall have received from counsel to the Corporation and counsel to each of the Sellers, opinions with respect to the Corporation, the Sellers, and the transactions contemplated hereby in form and substance acceptable to the Buyer and the Parent, addressed to the Buyer and the Parent and dated as of the Closing Date (the “Sellers’ Solicitors Opinion”).

terminate this Agreement by notice to the Sellers, in which event the Buyer and the Parent shall be released from its obligations under this Agreement to complete the purchase of the Shares; or

waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

Representations and Warranties - The representations and warranties of the Buyer in Section 5.3 and of the Parent in Section 5.4 shall be true and correct at the Closing.

Buyer’s Compliance – Each of the Buyer and the Parent shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Sellers at the Closing Time all the documents contemplated in Section 3.3 or elsewhere in this Agreement.

No Litigation - There shall be no litigation or judicial or administrative proceedings:

pending or threatened in writing against any of the Parties or against any of their respective Affiliates or any of their respective directors or officers, for the purpose of enjoining, preventing or restraining the completion of the transactions contemplated by this Agreement; or

pending or threatened in writing against any of the Parties or against any of their respective Affiliates or any of their respective directors or officers which in the result, could adversely affect the right of the Buyer to acquire or retain the Shares.

Corporation Consents and Approvals - All the Corporation Consents and Approvals shall have been obtained.

Agreement Continuing - This Agreement shall not have been terminated in accordance with its terms.

Closing Date - The Closing Date shall have occurred on or before December 31, 2006.

Debentures – The Buyer shall have executed a Debenture in favour of each of the Sellers in the form attached hereto as Exhibit G.

Opinion – The Sellers shall have received from counsel to the Buyer, opinions with respect to the Buyer and the transactions contemplated hereby in form and substance acceptable to the Sellers, addressed to the Sellers and dated as of the Closing Date (the “Buyer’s Solicitors Opinion”).

terminate this Agreement by notice to the Buyer and the Parent in which event the Sellers shall be released from all obligations under this Agreement; or

waive compliance with any such condition without prejudice to its right of termination in the event of non-fulfilment of any other condition.

Authorization by Seller - The Seller has the power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by him or it as contemplated by this Agreement and to carry out his or its obligations under this Agreement and such other agreements and instruments. If the Seller is a corporate entity, the Seller is a corporation incorporated and validly subsisting under the laws of its jurisdiction of its incorporation, and the execution and delivery of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other

agreements and instruments have been duly authorized by all necessary corporate action on the part of the Seller and its shareholders.

Enforceability of Seller’s Obligations - This Agreement constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of the rights of creditors and others and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Residence of Seller – Exception in the case of Albion Services Ltd., the Seller is not a non-resident of Canada for purposes of Section 116 of the Income Tax Act (Canada).

Ownership of Shares - The Seller is the registered and beneficial owner of the Purchase Shares, set opposite his or its name on Schedule 2.1. No Person other than the Buyer and the Parent has any agreement, option, right or privilege capable of becoming an agreement for the purchase from the Seller of any of such Shares.

Absence of Conflicting Agreements - The execution, delivery and performance of this Agreement by the Seller and the completion (with any required Corporation Consents and Approvals and Corporation Notices) of the transactions contemplated by this Agreement do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of any agreement to which the Seller is bound or, in the case of a Seller which is a corporation, the constating documents of the Seller.

Brokerage Fees - The Seller has not entered into any agreement which would entitle any Person to any valid claim against any of the Corporation, the Buyer or the Parent for a broker’s commission, finder’s fee or any like payment in respect of the purchase and sale of the Shares or any other matters contemplated by this Agreement.

U.S. Securities Law Representations – Each of the Sellers hereby represents, warrants and acknowledges all of the following:

the Seller has been independently advised as to the restrictions with respect to trading and the applicable hold period imposed in respect of the Parent Securities by securities legislation in the jurisdiction in which the Seller resides (if other than Canada), in Canada and in the United States and confirms that no representation has been made respecting the restrictions with respect to trading and the applicable hold periods for the Parent Securities (except as otherwise expressly stated in this Agreement) and is aware of the risks and other characteristics of the Parent Securities

and of the fact that the Seller may not resell the Parent Securities except in accordance with the applicable securities legislation and regulatory policies;

the Seller is resident in the province or jurisdiction set out on page 1 of this Agreement;

if the Seller is an entity, all of its stockholders, members, partners and owners, as applicable reside outside the United States;

the Seller is not an “affiliate” of the Parent or the Buyer as defined in the U. S. Securities Act, and will not become an “affiliate” by virtue of its purchase of the Parent Securities and does not intend to act in concert with any other person to form a control group;

the Seller is not purchasing the Parent Securities as a result of any advertisement, article, notice or other communication regarding the Parent Securities published in any newspaper, magazine or similar media or broadcast over the television, radio, Internet or presented at any seminar or any other general solicitation or general advertising;

the Seller acknowledges that the Parent Securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States or abroad unless registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Parent and the Buyer have no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Parent Securities;

the Seller, whether acting as principal, trustee or agent, is neither (i) a U.S. Person (as defined in Rule 902(k) of Regulation S promulgated under the U. S. Securities Act, which definition includes, but is not limited to, a natural person resident in the United States, an estate or trust of which an executor or administrator or trustee is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the United States) nor (ii) purchasing the Parent Securities for the account of a U.S. Person or a person in the United States or for resale in the United States, and:

the Seller was not in the United States when this Agreement was negotiated, executed and/or delivered;

the current structure of this transaction and all transactions and activities contemplated herein is not a scheme to avoid the registration requirements of the U.S. Securities Act;

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Parent Securities;

there are risks associated with the purchase of the Parent Securities;

there are restrictions on the Seller’s ability to resell the Parent Securities and it is the responsibility of the Seller to find out what those restrictions are before purchasing the Parent Securities;

the Parent and the Buyer have advised the Seller that the Parent is relying on an exemption or exemptions from the requirements to provide the Seller with a prospectus and to sell securities through a person registered to sell securities under the U.S. Securities Act and other applicable United States securities legislation and, as a consequence of acquiring securities pursuant to such exemption or exemptions, certain protections, rights and remedies provided by the U.S. Securities Act and other applicable United States securities legislation, including statutory rights of rescission or damages, will not be available to the Seller;

the Seller has not received or been provided with a prospectus, offering memorandum or similar document and the decision to enter into this agreement and to purchase the Parent Securities has not been based upon any verbal or written representations as to fact or otherwise made by or on behalf of the Buyer or the Parent except as set forth in this Agreement and the Seller’s decision is based entirely upon publicly available information concerning the Parent;

the Seller has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Buyer and the Parent concerning the terms and conditions of the transactions contemplated in this Agreement and the merits and risks of investing in the Parent Securities, (ii) access to information about the Parent and its subsidiaries and their respective financial condition, results of operations, businesses, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) opportunity to obtain such additional information that the Parent possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment;

the Seller will immediately notify the Buyer and the Parent if any of the Seller’s representations and warranties contained in section 5.1(7) would be inaccurate if made after the date hereof but on or before the Closing Date; and

the Seller is purchasing the Parent Securities as principal (or is deemed to be purchasing as principal) for its own account and not for the benefit of any other person, for investment only, and not with the view to resell or distribute all or any of the Parent Securities;

the Seller understands that if it decides to offer, sell or otherwise transfer the Parent Securities, it will not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

the transfer is to the Parent;

the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

the transfer is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with applicable state securities laws; or

the Parent Securities are transferred in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities; and

it has prior to such sale furnished to the Parent an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Parent;

the Seller understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Parent Securities will bear a legend in substantially the following form:

if any of the Parent Securities are being sold pursuant to Rule 144 of the U. S. Securities Act, the legend may be removed by delivery to the Parent’s transfer agent of an opinion satisfactory to the Parent to the effect that the legend is no longer required under applicable requirements of the U. S. Securities Act or state securities laws;

the Seller understands and acknowledges that Parent is not obligated to remain a “foreign issuer” within the meaning of Regulation S under the U. S. Securities Act;

the Seller has had the opportunity to ask questions of and receive answers from the Buyer and the Parent regarding the investment, and has received all the information regarding the Buyer and the Parent that it has requested;

the Seller understands that the Parent may instruct its registrar and transfer agent not to record any transfer of the Parent Securities without first being notified by the Parent that it is satisfied that such transfer is exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws;

the Seller consents to the Parent making a notation on its records or giving instruction to the registrar and transfer agent of the Parent in order to implement the restrictions on transfer set forth and described herein;

the Seller understands and acknowledges that the Parent has no obligation to file, or present intention of filing, with the United States Securities and Exchange Commission or with any state securities administrator any registration statement in respect of resales of the Parent Securities in the United States; and

the Seller understands and agrees that there may be material tax consequences as a result of its acquisition, disposition or exercise of any of the Parent Securities. Neither the Buyer nor the Parent gives an opinion or makes a representation with respect to the tax consequences to the Seller under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such Parent Securities. In particular, no determination has been made whether the Parent will be a “passive foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code.

Canadian Securities Law Representations - Each of the Sellers hereby represents, warrants and acknowledges all of the following:

no person has made to the Seller any written or oral representations:

that any person will resell or repurchase any of the Parent Securities;

that any person will refund the purchase price of any of the Parent Securities; or

as to the future price or value of any of the Parent Securities;

the Seller is not a “control person” of the Parent and will not become a control person by virtue of the issuance of the Parent Securities, and does not intend to act in concert with any other person to form a control group of the Parent;

the Seller has been independently advised as to the applicable hold periods imposed in respect of the Parent Securities by applicable securities legislation and regulatory policies and confirms that no representations by the Parent have been made respecting the hold periods applicable to the Parent Securities, and is aware of the risks and other characteristics of the Parent Securities and of the fact that the Seller may not be able to resell the Parent Securities purchased by it except in accordance with the applicable securities legislation and regulatory policies and that the Parent Securities may be subject to resale restrictions and may bear a legend to this effect;

if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Seller will execute, deliver, file and otherwise assist the Parent in filing, such reports, undertakings and other documents with respect to the issue of the Parent Securities as may be required;

the Seller has been advised to consult its own legal advisors with respect to applicable resale restrictions and the Seller is solely responsible (and

the Seller agrees that the Parent may be required by law or otherwise to disclose to the BCSC and regulatory authorities the identity of the Seller and each beneficial purchaser for whom the Seller may be acting.

Canadian Securities Law acknowledgement - Each of the Sellers hereby acknowledges all of the following:

no prospectus has been filed by the Parent with the British Columbia Securities Commission (“BCSC”) in connection with the issuance of the Parent Securities, such issuance is exempted from the prospectus requirements of the B.C. Securities Act and that:

the Seller is restricted from using most of the civil remedies available under the B.C. Securities Act;

the Seller may not receive information that would otherwise be required to be provided to him under the B.C. Securities Act; and

the Parent is relieved from certain obligations that would otherwise apply under the B.C. Securities Act.

Organization - The Corporation is continued and validly subsisting under the laws of Canada. The Corporation has sent to the appropriate Person all annual returns and financial statements required to be sent under the laws of its jurisdiction of incorporation. The Corporation has full corporate power, authority and capacity to carry on its Business, to own and operate its assets, properties and Business as now carried on and owned and operated, to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments. The execution and delivery of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate action on the part of the Corporation and its shareholders.

Capitalization - The authorized capital of the Corporation consists of an unlimited number of common shares of which 1,000,000 common shares are validly issued as fully paid and non-assessable, which issued and outstanding shares of the Corporation are owned as listed in Schedule 2.1 With the exception of the Tsang

Bankruptcy - The Corporation is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada), it has not made an assignment in favour of its creditors nor a proposal in bankruptcy to its creditors or any class thereof and it has not had any petition for a receiving order presented in respect of it. The Corporation has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver has been appointed in respect of the Corporation or any of its assets and no execution or distress has been levied upon any of its assets.

Financial Statements - True and complete copies of the unaudited financial statements of the Corporation for the period ending February 28, 2006 are annexed as Schedule 5.2(4) to the Disclosure Letter (the “Unaudited Financial Statements”). The Unaudited Financial Statements and the Audited Financial Statements (together, the “Financial Statements”) have been prepared, or will be prepared, as the case may be, in accordance with GAAP. The balance sheets contained in such Financial Statements fairly present the financial position of the Corporation as of the date thereof and the statements of earnings and retained earnings contained in the Financial Statements fairly present the results of operations for the periods indicated.

Operation of the Business - The Corporation has good and marketable title to all the assets referred to in the Financial Statements, free and clear of any and all Liens. The assets of the Corporation are sufficient to permit the continued operation of the Business in substantially the same manner as conducted in the year ending on the date of this Agreement. Schedule 5.2(5) to the Disclosure Letter sets out a complete and accurate list of all locations where the assets of the Corporation are situate, including a brief description of the assets situate at each location. There is no agreement, option or other right or privilege outstanding in favour of any Person for the purchase from the Corporation of the Business or of any of the assets referred to in the Financial Statements out of the ordinary course of business.

Enforceability of Corporation’s Obligations - This Agreement constitutes a valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject, however, to limitations on enforcement

Absence of Conflicting Agreements - The execution, delivery and performance of this Agreement by the Corporation and the completion (with any required Corporation Consents and Approvals and Corporation Notices) of the transactions contemplated by this Agreement do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of any agreement to which the Corporation is bound or the constating documents of the Corporation.

Material Contracts - Schedule 5.2(8) to the Disclosure Letter lists all the Material Contracts. The Corporation is not in material default under any Material Contract and there has not occurred any event which, with the lapse of time or giving of notice or both, would constitute a default under any Material Contract by the Corporation. Each Material Contract is in full force and effect and has not been amended.

Receivables - The Receivables are valid obligations which arose in the ordinary course of business and will be collected in the ordinary course of business, in the aggregate, at their full face value, subject to reserves for doubtful accounts, which reserves are adequate for such accounts. None of the Receivables is due from an Affiliate of the Corporation.

Undisclosed Liabilities - The Corporation does not have any secured or unsecured liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, other than the trade payables, leases incurred in the ordinary course of business and a capital lease of C$13,308.88 which are disclosed in the Financial Statements or referred to or disclosed herein.

Corporation Consents and Approvals - All the Corporation Consents and Approvals are listed in Schedule 5.2(11) to the Disclosure Letter. Except for the Corporation Consents and Approvals, no consent or approval of any Person is required to be obtained by the Corporation in connection with the completion of the transactions contemplated by this Agreement or to permit the Corporation to carry on the Business after the Closing as the Business is currently carried on by the Corporation.

Corporation Notices - All the Corporation Notices are listed in Schedule 5.2(12) to the Disclosure Letter. Except for the Corporation Notices, no notice is required to be delivered by the Corporation to any Person in connection with the completion of the transactions contemplated by this Agreement or to permit the Corporation to carry on the Business after the Closing as the Business is currently carried on by the Corporation.

Litigation - There is no action, suit, proceeding, claim, application, complaint or investigation in any court or before any arbitrator or before or by any regulatory body or governmental or non-governmental body pending or, to the best of the Sellers’ knowledge, threatened by or against the Corporation related to the Business or affecting the Business or the operations or capital of the Corporation or the transactions contemplated by this Agreement.

Environmental Matters - The Business and the assets as carried on or used by the Corporation and their predecessors (including the condition of the Lands and the waters on or under the Lands) have been carried on and used and are currently carried on and used in compliance in all material respects with all Environmental Laws.

Intellectual Property -

Schedule 5.2(15) to the Disclosure Letter lists all of the registrations and applications for registration of the Intellectual Property. All of the registrations and applications for registration of the Intellectual Property are valid and subsisting in good standing and are recorded in the name of the Corporation.

Except as set out in Schedule 5.2(15) to Disclosure Letter, the Corporation is the first and only owner of the Intellectual Property and is entitled to the exclusive and uninterrupted use of the Intellectual Property without payment of any royalty or other fees. Except as set out in Schedule 5.2(15) to the Disclosure Letter, no Person has any right, title or interest in any of the Intellectual Property and all such persons have waived their moral rights in any copyright works within the Intellectual Property. The Corporation has diligently protected its legal rights to the exclusive use of the Intellectual Property.

All of the Corporation’s permissions and licences to use the industrial or intellectual property of other Persons are disclosed in Schedule 5.2(15) to the Disclosure Letter. The Corporation has not permitted or licensed any Person to use any of the Intellectual Property except as disclosed in Schedule 5.2(15) to the Disclosure Letter. Each licence referred to in Schedule 5.2(15) to the Disclosure Letter is in full force and effect and neither the Corporation nor, to the best knowledge of the Corporation, the licensor is in default of its obligations thereunder.

No Person has challenged the validity of any registrations for the Intellectual Property or the Corporation’s rights to any of the Intellectual Property.

Neither the use of the Intellectual Property nor the conduct of the Business has infringed or currently infringes upon the industrial or intellectual property rights of any other Person.

Licences and Permits - Schedule 5.2(16) to the Disclosure Letter lists all the Licences and Permits and identifies the ones that by their terms are not transferable. The Corporation holds the Licences and Permits free and clear of any and all Liens. All the Licences and Permits are in full force and effect, the Corporation is not in violation of any term or provision or requirement of any such Licences and Permits, and no Person has threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose conditions in respect of, any Licence or Permit.

Employment Contracts - Schedule 5.2(17) to the Disclosure Letter lists all the Employees as of the date of this Agreement and the age, position, status, length of service, compensation and benefits of each of them, respectively. Except as set out in Schedule 5.2(17) to the Disclosure Letter, the Corporation is not a party to or bound by any contracts or requirements of Applicable Law in respect of any Employee or former employee, including:

any contracts for the employment or statutorily required re-employment of any Employee; or

any bonus, deferred compensation, profit sharing, pension, retirement, hospitalization insurance or other plans or arrangements providing employee benefits, except for the plans providing employee benefits described in Schedule 5.2(19) to the Disclosure Letter.

Collective Agreements - The Corporation is not a party to nor does it have any obligation pursuant to, any oral or written agreement, collective bargaining or otherwise, with any party regarding the rates of pay or working conditions of any of their employees, nor are they obligated under any agreement to recognize or bargain with any labour organization or union on behalf of such employees.

Employee Plans -

Schedule 5.2(19) to the Disclosure Letter lists all of the agreements, programs or plans which are presently in effect or which have previously been in effect and which currently cover employees of the Corporation employed in connection with the Business including, without limitation, incentive, bonus, vacation, severance programs, benefit, health, welfare, supplemental unemployment benefit, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and similar plans or arrangements or practices (the “Employee Plans”).

All of the Employee Plans are and have been established, registered, qualified, invested and administered in all respects in accordance with all laws, regulations, orders or other legislative, administrative or judicial promulgations applicable to the Employee Plans (“Applicable Employee

All obligations regarding the Employee Plans have been satisfied, to the best knowledge of the Corporation there are no outstanding defaults or violations by any party to any Employee Plan and no Taxes, penalties or fees are owing or exigible under any of the Employee Plans.

The Corporation may unilaterally amend, modify, vary, revoke or terminate, in whole or in part, each Employee Plan and take contribution holidays under or withdraw surplus from each Employee Plan, subject only to approvals required by Applicable Employee Benefit Laws.

The Corporation has not received any notice of any Employee Plan, or any related trust or other funding medium thereunder, being subject to any pending investigation, examination or other proceeding, action or claim initiated by any governmental agency or instrumentality, or by any other party (other than routine claims for benefits), and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration of any Employee Plan required to be registered.

All contributions or premiums required to be made by the Corporation under the terms of each Employee Plan or by Applicable Employee Benefit Laws have been made in a timely fashion in accordance with Applicable Employee Benefit Laws and the terms of the Employee Plans, and the Corporation does not have, and as of the Closing Time will not have, any liability (other than liabilities accruing after the Closing Time) with respect to any of the Employee Plans. Contributions or premiums will have been paid by the Corporation on an accrual basis for the period up to the Closing Time even though not otherwise required to be made until a later date.

No amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to an Employee Plan will have been made or promised by the Corporation before the Closing Time.

There have been no improper withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto, and neither the Corporation nor any of its agents has been in breach of any fiduciary obligation with respect to the administration of the Employee Plans or the trusts or other funding media relating thereto.

Subject to approvals under Applicable Employee Benefit Laws, the Corporation may amend, revise or merge any Employee Plan or the assets

The Corporation has furnished to the Buyer or the Parent true, correct and complete copies of all the Employee Plans as amended as of the date hereof together with all related documentation including funding agreements, actuarial reports, funding and financial information returns and statements, all professional opinions (whether or not internally prepared) with respect to each Employee Plan, all material internal memoranda concerning the Employee Plans, copies of material correspondence with all regulatory authorities with respect to each Employee Plan and plan summaries, booklets and personnel manuals. No material changes have occurred to the Employee Plans or are expected to occur which would affect the actuarial reports or financial statements required to be provided to the Buyer pursuant to this Section 5.2(19).

Each Employee Plan is fully funded or fully insured on both an ongoing and solvency basis pursuant to the actuarial assumptions and methodology set out in Schedule 5.2(19) to the Disclosure Letter.

None of the Employee Plans enjoys any special tax status under Applicable Employee Benefit Laws, nor have any advance tax rulings been sought or received in respect of the Employee Plans.

All employee data necessary to administer each Employee Plan has been provided by the Corporation to the Buyer or the Parent and is true and correct.

No insurance policy or any other contract or agreement affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder. To the best knowledge of the Corporation the level of insurance reserves under each insured Employee Plan is reasonable and sufficient to provide for all incurred but unreported claims.

Except as disclosed in Schedule 5.2(19) to the Disclosure Letter, none of the Employee Plans provides benefits to retired employees or to the beneficiaries or dependants of retired employees.

The Corporation has not paid any bonus, fee, distribution, remuneration or other compensation to any Person (other than salaries, wages or bonuses paid or payable to Employees in the ordinary course of business in accordance with current compensation levels and practices as set out in Schedules 5.2(17) and 5.2(19)).

Tax Filings - The Corporation has prepared and filed on time with all appropriate governmental bodies all tax returns, declarations, remittances, information returns, reports and other documents of every nature required to be filed by or on

Taxes Paid - The Corporation has paid in full all Taxes required to be paid on or prior to the date hereof and has made adequate provision in the Financial Statements, or will make adequate provision in the Financial Statements, as applicable, in accordance with GAAP for the payment of all Taxes in respect of all fiscal periods ending on or before the Closing Date.

Reassessments of Taxes - There are no reassessments of the Corporation’s Taxes that have been issued and are outstanding and there are no outstanding issues that have been raised and communicated to the Corporation by any governmental body for any taxation year in respect of which a Tax return of the Corporation has been audited. No governmental body has challenged, disputed or questioned the Corporation in respect of Taxes or of any returns, filings or other reports filed under any statute providing for Taxes. The Corporation is not negotiating any draft assessment or reassessment with any governmental body. There are no contingent liabilities for Taxes or any grounds for an assessment or reassessment of the Corporation, including, without limitation, unreported benefits conferred on any shareholder of the Corporation, aggressive treatment of income, expenses, credits or other claims for deduction under any return or notice other than as disclosed in the Financial Statements, or as will be disclosed in the Financial Statements, as the case may be. Neither the Corporation nor any of the Sellers has received any indication from any governmental body that an assessment or reassessment of the Corporation is proposed in respect of any Taxes, regardless of its merits. The Corporation has not executed or filed with any governmental body any agreement or waiver extending the period for assessment, reassessment or collection of any Taxes.

Withholdings and Remittances - The Corporation has withheld from each payment made to any of its present or former employees, officers and directors, and to all persons who are non-residents of Canada for the purposes of the Income Tax Act (Canada) all amounts required by law to be withheld, and furthermore, has remitted such withheld amounts within the prescribed periods to the appropriate governmental body. The Corporation has remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable by it in respect of its employees and has remitted such amounts to the proper governmental body

Depreciable Property - At the Closing Date, for purposes of the Income Tax Act (Canada), the Corporation will own depreciable property of the prescribed classes and having undepreciated capital costs as set out in Schedule 5.2(24) to the Disclosure Letter.

Capital Gains - The Corporation will not at any time be deemed to have a capital gain pursuant to subsection 80.03(2) of the Income Tax Act (Canada) as a result of any transaction or event taking place in any taxation year ending on or before the Closing Date.

Absence of Certain Changes or Events - Since the date to which the Financial Statements are made up, the Corporation has not:

suffered any Material Adverse Change;

amended its articles;

declared or made any payment of any dividend or other distribution in respect of its shares and has not redeemed, purchased or otherwise acquired any shares;

issued or sold any shares or other securities or issued, sold or granted any option, warranty or right to purchase any shares or other securities;

disposed of any of the assets or real property reflected on the balance sheet forming part of the Financial Statements, except sales of assets or real property in the normal course of business;

changed any accounting or costing systems or methods in any material respect;

suffered any extraordinary loss or cancelled or waived any debt, claim or other right;

incurred or assumed any liabilities, obligations or indebtedness (whether accrued, absolute, contingent or otherwise), except unsecured current liabilities, obligations and indebtedness incurred in the normal course of business;

made or granted any bonus, increased the compensation paid (other than for normal merit and cost of living increases) or made loans or advances to any Director, Officer or Employee, other than as set forth in Schedule 5.2(17) to the Disclosure Letter;

mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets, except in the normal course of business and in amounts which, individually and in the aggregate are not material to the financial condition of the Corporation or operation of the Business;

entered into any Material Contract or any other transaction that was not in the normal course of business; or

terminated, cancelled or modified in any material respect or received notice or a request for termination, cancellation or modification in any material respect of any Material Contract.

Brokerage Fees - The Corporation has not entered into any agreement which would entitle any Person to any valid claim against any of the Corporation, the Buyer or the Parent for a broker’s commission, finder’s fee or any like payment in respect of the purchase and sale of the Shares or any other matters contemplated by this Agreement.

Subsidiaries - The Corporation has no subsidiaries and has a 6% minority interest in Peripheron Technologies, Ltd.

Data Protection - The Corporation has complied in all material respects with applicable data protection and privacy Laws governing the collection, use and disclosure of personal information in all applicable jurisdictions, including but not limited to the Personal Information Protection and Electronic Documents Act (Canada), as amended from time to time, and any comparable provincial law.

Product Warranty - Each product manufactured, sold, leased or delivered by the Corporation or service provided by the Corporation has been in conformity with all applicable contractual commitments and all express and implied warranties, and the Corporation has no Liabilities (and the Corporation and the Sellers have no knowledge of a basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any Liabilities for replacement or repair thereof or other damages in connection therewith, except for product warranty claims for which product manufacturers are responsible. No product manufactured, sold, leased or delivered by the Corporation is subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of sale or lease

Product Liability - There are no existing or threatened, claims against the Corporation arising out of any injury to individuals or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by the Corporation which could result in Liabilities to the Corporation and the Corporation and the Sellers have no knowledge of a reasonable basis for any such claim.

Inventory - The inventory of the Corporation consists of manufactured and purchased parts, goods in process and finished goods, all of which is merchantable and fit for the purpose for which it was procured or manufactured, and adequate and full accruals have been made in the Financial Statements for slow moving (except for parts and components on hand for servicing products already sole), obsolete, damaged or defective inventory.

Leases -

The Corporation is not a party to or bound by or subject to nor has the Corporation agreed or become bound to enter into any real or personal property lease or other right of occupancy relating to real property, whether as lessor or lessee, except for the Leases set forth and described in Schedule 5.2(33) to the Disclosure Letter.

Each of the Leases is valid and subsisting and in good standing, there is no default thereunder and the Corporation is entitled to all rights and benefits thereunder. Neither the Corporation or any other party thereto is in breach of any of the provisions of any Lease and (subject to obtaining any consents, approvals, permits and acknowledgements required thereunder to the change in control of the Corporation herein contemplated) the completion of the transactions herein contemplated will not afford any of the parties to any Lease or any other Person (other than the Corporation) the right to terminate any Lease nor will the completion of the transactions herein contemplated result in any additional or more onerous obligation on the Corporation under any Lease.

Real Property – Schedule 5.2(34) to the Disclosure Letter contains accurate descriptions of all real property in respect of which the Corporation holds an interest, whether freehold, lease hold or otherwise.

Full Disclosure - None of the foregoing representations and warranties and no document furnished by or on behalf of the Corporation or the Sellers to the Buyer or the Parent in connection with the negotiation of the transactions contemplated by this Agreement contain any untrue statement of a material fact or omit to state any material fact necessary to make any such statement or representation not misleading to a prospective buyer of the Shares seeking full information as to the Corporation and its properties, businesses and affairs. Except for those matters disclosed in this Agreement, there are no facts not disclosed in this Agreement which, if learned by the Buyer or the Parent, might reasonably be expected to materially diminish the Buyer’s or the Parent’s evaluation of the value of the Shares or which, if learned by the Buyer or the Parent, might reasonably be expected to deter the Buyer or the Parent from completing the transactions contemplated by this Agreement on the terms of this Agreement.

Incorporation and Power - The Buyer is a corporation duly incorporated under the laws of the jurisdiction of its incorporation and is duly organized, validly subsisting and in good standing under such laws.

Due Authorization - The Buyer has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments.

The execution and delivery of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate action on the part of the Buyer.

Enforceability of Obligations - This Agreement constitutes a valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Absence of Conflicting Agreements - The execution, delivery and performance of this Agreement by the Buyer and the completion (with any required Buyer Consents and Approvals) of the transactions contemplated by this Agreement do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of any agreement to which the Buyer is bound or the constating documents of the Buyer.

Litigation - To the best of the Buyer’s knowledge there is no action, suit, proceeding, claim, application, complaint or investigation in any court or before any arbitrator or before or by any regulatory body or governmental or non- governmental body pending or threatened by or against the Buyer for the purpose of enjoining, preventing or restraining the completion of the transactions contemplated by this Agreement, or which in the result, could adversely affect the right of the Buyer to acquire or retain the Purchase Shares.

No Broker Fees - The Buyer has not incurred any Liabilities or obligations to pay any fees or commissions to any broker, finder, or agent with respect to this Agreement for which the Sellers could become liable or obligated.

Acquisition of Purchase Shares - The Buyer is not acquiring the Purchase Shares with a view toward resale or with the current intention of making a public distribution of the same.

Debentures - Upon issuance thereof to the Sellers in accordance with Section 2.2(3) the Debentures will be duly and validly created, authorized and issued in compliance with all applicable legal requirements.

Incorporation and Power - The Parent is a corporation duly incorporated under the laws of the jurisdiction of its incorporation and is duly organized, validly subsisting and in good standing under such laws.

Due Authorization - The Parent has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by it as contemplated by this Agreement and to carry out its obligations under this Agreement and such other agreements and instruments. The execution and delivery of this Agreement and such other agreements and instruments and the completion of the transactions contemplated by this Agreement and such other agreements and instruments have been duly authorized by all necessary corporate action on the part of the Parent.

Enforceability of Obligations - This Agreement constitutes a valid and binding obligation of the Parent enforceable against the Parent in accordance with its terms subject, however, to limitations on enforcement imposed by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally and to the extent that equitable remedies such as specific performance and injunctions are only available in the discretion of the court from which they are sought.

Absence of Conflicting Agreements - The execution, delivery and performance of this Agreement by the Parent and the completion (with any required Parent Consents and Approvals) of the transactions contemplated by this Agreement do not and will not result in or constitute a default, breach or violation or an event that, with notice or lapse of time or both, would be a default, breach or violation of any of the terms, conditions or provisions of any agreement to which the Parent is bound or the constating documents of the Parent.

Litigation - To the best of the Parent’s knowledge there is no action, suit, proceeding, claim, application, complaint or investigation in any court or before any arbitrator or before or by any regulatory body or governmental or non- governmental body pending or, to the best of the Parent’s knowledge, threatened by or against the Parent for the purpose of enjoining, preventing or restraining the completion of the transactions contemplated by this Agreement, or which in the result, could adversely affect the right of the Parent to issue the Share Consideration or the Conversion Shares.

No Broker Fees - The Buyer has not incurred any Liabilities or obligations to pay any fees or commissions to any broker, finder, or agent with respect to this Agreement for which the Sellers could become liable or obligated.

Share Consideration - The Share Consideration will be duly and validly created, authorized, allotted and issued in compliance with all applicable legal

The representations and warranties of the Sellers contained in Section 5.1 and of the Management Sellers and the Corporation contained in Sections 5.2(1), 5.2(2) and 5.2(3) shall survive the Closing, and notwithstanding the Closing and any inspection or inquiries made by or on behalf of the Buyer and the Parent, shall continue in full force and effect for the benefit of the Buyer and the Parent.

The representations and warranties of the Management Sellers and the Corporation contained in Sections 5.2(20), 5.2(21), 5.2(22), 5.2(23), 5.2(24) and 5.2(25) shall survive the Closing, and notwithstanding the Closing and any inspection or inquiries made by or on behalf of the Buyer and the Parent, shall continue in full force and effect for the benefit of the Buyer and the Parent.

The representations and warranties of the Management Sellers and the Corporation contained in Sections 5.2(4) through 5.2(19) and 5.2(26) through 5.2(34) or any other agreement, certificate or instrument delivered pursuant to this Agreement shall survive the Closing for a period of two years from the Closing Date, and notwithstanding the Closing and any inspection or inquiries made by or on behalf of the Buyer and the Parent, shall continue in full force and effect for the benefit of the Buyer and the Parent, after which time the Sellers shall be released from all obligations in respect of such representations and warranties except with respect to any Claims asserted by the Buyer and the Parent in writing (setting out in reasonable detail the nature of the Claim and the approximate amount of such Claim) before the expiration of such period.

The representations and warranties of the Buyer contained in Section 5.3 or any other agreement, certificate or instrument delivered pursuant to this Agreement shall survive the Closing for a period of two years from the Closing Date, and notwithstanding the Closing, shall continue in full force and effect for the benefit of the Sellers, after which time the Buyer shall be released from all obligations in respect of such representations and warranties except with respect to any claims asserted by the Sellers in writing (setting out in reasonable detail the nature of the claim and the approximate amount thereof) before the expiration of such period.

The representations and warranties of the Parent contained in Section 5.4 or any other agreement, certificate or instrument delivered pursuant to this Agreement shall survive the Closing for a period of two years from the Closing Date, and notwithstanding the Closing, shall continue in full force and effect for the benefit of the Sellers, after which time the Parent shall be released from all obligations in respect of such representations and warranties except with respect to any claims asserted by the Sellers in writing (setting out in reasonable detail the nature of the claim and the approximate amount thereof) before the expiration of such period.

any incorrectness in or breach of any representation or warranty of the Seller contained in Section 5.1 of this Agreement or under any other agreement, certificate or instrument executed and delivered by the Seller pursuant to this Agreement; or

any breach of or any non-fulfilment of any covenant or agreement on the part of the Seller under this Agreement or under any other agreement, certificate or instrument executed and delivered by the Seller pursuant to this Agreement.

any incorrectness in or breach of any representation or warranty of the Corporation, or the Sellers contained in Section 5.2 of this Agreement or under any other agreement, certificate or instrument executed and delivered by the Corporation, or by Sellers in their capacities as officers of the Corporation and not in their personal capacities, pursuant to this Agreement; or

any breach or non-fulfillment of any covenant or agreement on the part of the Corporation under this Agreement or under any other agreement, certificate or instrument executed and delivered by the Corporation pursuant to this Agreement.

the factual basis for the Claim; and

the amount of the Claim, if known.

The amount of any Claim submitted under Sections 6.1 and 6.2 as damages or by way of indemnification shall be determined on an after-Tax basis, and without limiting the generality of the foregoing shall:

be net of the present value of any Tax benefits to the Indemnified Party resulting from the claim for indemnity and indemnification; and

include the amount necessary to hold the Indemnified Party harmless after Tax;

The amount of any Claim submitted under Sections 6.1 and 6.2 as damages or by way of indemnification as determined without regard to this Section 6.8 shall be increased, if said amount is taxable according to applicable legislation, by an amount equal to the rate of Goods and Services Tax applied to such amount.

No Indemnified Party shall deliver a first notice under Section 6.3 of a Claim for indemnification pursuant to Sections 6.1 and 6.2, in connection with a breach of a representation or warranty after the expiry date of the applicable representation or warranty as set forth in Section 5.5. This Section 6.10(1) shall not prevent the Indemnified Party from being indemnified in full for all Claims in respect of a breach of a representation or warrant if the general subject matter of the Claim was set out in a notice delivered prior to the expiry date of the applicable representation or warranty.

The liability of each Seller to the Indemnified Parties pursuant to Section 6.2, (other than in connection with a breach of a representation or warranty in Section 5.2(1), 5.2(2) or 5.2(3) of this Agreement) shall be limited to that Seller’s proportionate share of amount of the Claim. The proportionate share of liability of each Seller shall be determined by the fraction of which the numerator is the aggregate consideration received by that Seller for that Seller’s Shares and before deducting any Expenses and the denominator is the total Purchase Price.

(3) Notwithstanding sections 6.10(1) and 6.10(2), no Indemnified Party shall make a Claim against the Sellers in respect of the breach of any warranty, representation, covenant or obligation of the Sellers in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement unless and until the aggregate amount of all Claims exceeds C$20,000, and the Sellers shall have liability only to the extent that the aggregate amount of the Claims exceedsC$20,000.

the Buyer and the Parent may terminate this Agreement in accordance with the provisions of Article 4; or

the Buyer and the Parent may require the Sellers to reduce the Purchase Price by the amount of the replacement cost of the assets which were lost, damaged or destroyed less the amount of any proceeds of insurance payable as a result of the occurrence.

not to make any cash withdrawals, except that the Corporation may declare a cumulative divided of 100% of the after tax profit for each full month of the period January 1, 2006 to Closing (collectively, the

“Aggregate Cumulative Dividend”). Effective Closing, interest will accrue at a rate of 5% per annum on any and all outstanding portion of the Aggregate Cumulative Dividend. The Aggregate Cumulative Dividend shall be payable in 15 equal payments (each a “Dividend Payment”), to be paid once every month (the “Payment Period”) commencing on the first day of the fourth calendar month immediately following the Closing Date; provided however, that no Dividend Payment shall be made in a particular Payment Period unless the Payment Period-end Working Capital is at least C$1,000,000 (after deduction for all applicable taxes owing up to March 31, 2006). In the event that in any particular Payment Period the Payment Period-end Working Capital is less than C$1,000,000 (after deduction for all applicable taxes owing up to March 31, 2006) any Dividend Payment that is payable in such Payment Period shall be postponed until the next Payment Period in which the Payment Period-end Working Capital exceeds C$1,000,000 (after deduction for all applicable taxes owing up to March 31, 2006);

not to make or agree to make any material change in the compensation of any Director, Officer or Employee and not to pay or agree to pay or set aside any bonus, profit sharing, retirement, insurance, death, severance or fringe benefit or other extra-ordinary or indirect compensation to, for or on behalf of any Director, Officer or Employee other than as set out in Schedule 5.2(17) to the Disclosure Letter;

not to sell, pledge, allot, reserve, set aside or issue, purchase or redeem any shares in its capital stock or of any subsidiary or any class of securities convertible or exchangeable into, or rights, warrants or options to acquire, any such shares or other convertible or exchangeable securities, except for the issuance of Shares upon the exercise or conversion in accordance with their terms of convertible securities outstanding prior to the date hereof;

not to guarantee the payment of material indebtedness or incur material indebtedness for money borrowed or issue or sell any debt securities;

not to sell, assign, transfer, mortgage, pledge or otherwise encumber any of the assets, except for sales of Inventories or purchase money security interests made or granted, as the case may be, in the normal course of business;

not to enter into any contract, agreement, commitment or transaction outside the normal course of business;

not to declare or cause to be paid any dividend or make any other form of distribution or payment on the Shares or any other securities of the Corporation;

not to cancel or amend any policy of insurance which relates to the Corporation or any of the assets, except with the prior written consent of the Buyer and the Parent;

not to enter into any Material Contracts, except in the normal course of business;

not to deviate materially from any of its sales, expenditures or overhead forecasts;

to pay before delinquency all Taxes and other obligations which become due and payable by the Corporation;

generally, to carry on the Business in the normal course and substantially in the manner in which such Business has been operated to date and use all reasonable efforts to preserve intact its present business organization and assets, keep available the services of its present officers and employees and others having business dealings with it to the end that its goodwill, business and assets shall be maintained, perform all of its obligations under all agreements to which it is a party or by which it is bound, maintain its books and records and accounts in the ordinary and regular course and record all transactions on a basis consistent with past practice; and

promptly advise the Buyer and the Parent orally and, if then requested, in writing:

of any event occurring subsequent to the date of this Agreement that would render any representation or warranty of the Corporation contained in this Agreement (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the Closing Date, untrue or inaccurate in any material respect;

of any Material Adverse Change in respect of the Corporation; and

of any material breach by the Corporation of any covenant or agreement contained in this Agreement.

not disclose any confidential or proprietary information relating to the Corporation (or the assets and undertaking of the Corporation) to any Person and ensure that the Corporation does not disclose any such information, except in the ordinary course of its business;

promptly make available to the Buyer, the Parent and their professional advisers all information requested as part of the Buyer’s and the Parent’s due diligence, or in connection with the proposed acquisition; and

use all reasonable endeavours to ensure that Closing occurs by the date specified in Section 9.1(3)(c).

If any condition contained in Section 4.1 is not satisfied at or before December 31, 2006 to the satisfaction of the Buyer and the Parent, then the Buyer and the Parent may by notice to the other Parties terminate this Agreement and the obligations of the Parties hereunder, but without detracting from the rights of the Buyer and the Parent arising from any breach by the other Parties but for which the condition would have been satisfied.

If any condition contained in Section 4.3 is not satisfied at or before December 31, 2006, to the satisfaction of the Sellers, then the Sellers may by notice to the Buyer and the Parent terminate this Agreement and the obligations of the Parties hereunder, but without detracting from the rights of the Sellers arising from any breach by the Buyer and the Parent but for which the condition would have been satisfied.

This Agreement may be terminated by:

the mutual written agreement of the Parties hereto;

either the Buyer and the Parent or the Sellers, if there shall be passed any law or regulation that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or if any injunction, order or decree enjoining the Buyer, the Parent or the Sellers from consummating the transactions contemplated by this Agreement is entered and such injunction, order or decree shall become final and non- appealable; or

if the Closing does not occur on or prior to December 31, 2006 then either the Buyer, the Parent or the Sellers may by notice to the other Parties terminate this Agreement and the obligations of the Parties hereunder; or

if there has been a Material Adverse Change from February 21, 2006, until the Closing, then the Buyer or the Parent may by notice to the Sellers terminate this Agreement and the obligations of the Parties hereunder.

Any notice, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by fax or other similar means of electronic communication, in each case to the applicable address set out below:

Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, faxed or sent before 4:00 p.m. (recipient location time) on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.

Any Party may from time to time change its address under this Section by notice to the other Parties given in the manner provided by this Section.

Share Purchase Agreement dated as of the ____ day of __________, 2006 (the “Purchase Agreement”) among PTL Electronics Ltd. (the “Corporation”), Moventis Capital, Inc., PTL Acquisition Corp., and the shareholders of the Corporation.

(Capitalized words and phrases used but not defined herein have the meanings attributed to them in or for the purpose of the Purchase Agreement.)

All representations and warranties of the Seller set forth in the section 5.1 of the Purchase Agreement, and in the event the Seller is a also a Management Seller, all representations and warranties of the Management Seller set forth in the section 5.2 of the Purchase Agreement, are true and correct on the Closing Date with the same force and effect as though made on the Closing Date.

All covenants and obligations to be complied with and performed by the Seller under the Purchase Agreement on or before the Closing Date have been duly complied with and duly performed in all respects.

Share Purchase Agreement dated as of the ____ day of __________ , 2006 (the “Purchase Agreement”) among the Corporation, Moventis Capital, Inc., PTL Acquisition Corp., and the shareholders of the Corporation.

All representations and warranties of the Corporation set forth in the Purchase Agreement are true and correct on the Closing Date with the same force and effect as though made on the Closing Date.

All covenants and obligations to be complied with and performed by the Corporation under the Purchase Agreement on or before the Closing Date have been duly complied with and duly performed in all respects.

Share Purchase Agreement dated as of the ____ day of __________, 2006 (the “Purchase Agreement”) among the Corporation, Moventis Capital, Inc., PTL Electronics Ltd. and the shareholders of PTL Electronics Ltd.

All representations and warranties of the Corporation set forth in the Purchase Agreement are true and correct on the Closing Date with the same force and effect as though made on the Closing Date.

All covenants and obligations to be complied with and performed by the Corporation under the Purchase Agreement on or before the Closing Date have been duly complied with and duly performed in all respects.

Share Purchase Agreement dated as of the ____ day of __________, 2006 (the “Purchase Agreement”) among the Corporation, [PTL. Acquisition Corp.], PTL Electronics Ltd. and the shareholders of PTL Electronics Ltd.

(Capitalized words and phrases used but not defined herein have the meanings attributed to them in or for the purpose of the Purchase Agreement.)

All representations and warranties of the Corporation set forth in the Purchase Agreement are true and correct on the Closing Date with the same force and effect as though made on the Closing Date.

All covenants and obligations to be complied with and performed by the Corporation under the Purchase Agreement on or before the Closing Date have been duly complied with and duly performed in all respects.

“Business Day” means a day other than a Saturday, Sunday or any other day that is a statutory or civic holiday in the City of Vancouver;

“Common Shares” means the common shares in the capital of Moventis bearing such designation, as such shares exist on the issue date of this Debenture, provided that in the event of any adjustment pursuant to Section 4.1, “Common Shares” shall thereafter mean the shares or other securities or property resulting from such adjustment and any shares of any other class of the shares in the capital

of Moventis resulting from the reclassification or change of such Common Shares;

“Conversion Price” means the price at which the principal outstanding hereunder may be repaid at the Company’s option by issuance of Common Shares, such price being the equivalent in Canadian funds of eight-five percent (85%) of the Market Price determined as at the date of repayment pursuant to Section 3.1 (the “Conversion Date”), provided that such price shall not be less than US$0.35 and not more than US$1.10. The Conversion Price shall be calculated using a currency conversion rate for the last thirty (30) days before the Conversion Date;

“Debenture” means this non-negotiable Debenture of the Company in the principal sum of <*> DOLLARS ($<*>);

“Event of Default” means any of the events described in Section 7.1;

“Market Price” on any date, means the average, during the period of twenty (20) consecutive Trading Days ending on the fifth Trading Day before such date, of the closing prices per share at which the Common Shares have traded on the NASDAQ OTC Bulletin Board (the “Exchange”) or, if the Common Shares are not listed on the Exchange, then on such stock exchange on which the Common Shares are listed as may be selected for that purpose by the directors, provided that if, on any such Trading Day, and provided further that if the Common Shares are not listed on any stock exchange, then the Current Market Price of the Common Shares shall be determined by the directors of the Company;

“Maturity Date” means 10:00 a.m. (Vancouver time) on the date which is <*>;

“Moventis” means Moventis Capital, Inc., the parent of the Company;

“Person” includes any individual, corporation, company, partnership, association, estate, trust or government or any agency or political subdivision of any government;

“Share Purchase Agreement” has the meaning given in Section 2.4 hereof; and

“Trading Day” means with respect to any stock exchange, a day on which shares may be traded through the facilities of the principal stock exchange on which the Common Shares are listed.

the headings used throughout this Debenture are for ease of reference only and shall not in any way affect the meaning or interpretation of this Debenture;

any reference herein to a numbered or lettered part or section refers to the specified part or section of this Debenture;

“hereto”, “herein”, “hereof”, “hereunder” and similar expressions refer to this Debenture and not to any particular part or section of this Debenture;

any words or expressions contained in this Debenture which impart the singular number include the plural number and vice versa;

any words or expressions contained in this Debenture which impart any gender include all genders; and

unless otherwise provided herein, all dollar amounts expressed herein refer to lawful currency of Canada.

with the exception of applicable regulatory approvals for any full or partial repayment by the issuance of Common Shares of the outstanding principal under Section 3.1 due pursuant to this Debenture as provided herein, the execution and delivery of this Debenture by the Company, the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby do not require any consent, approval or action of any federal, provincial, municipal, regulatory, administrative or governmental authority or court or self-regulatory body to whose jurisdiction the Company is subject or any party to any agreement, contract, mortgage, Debenture or any other instrument to which the Company is a party or is subject or by which the Company may be bound, except which has been obtained;

the Company is a corporation duly organized and validly subsisting in good standing under the laws of British Columbia, has the corporate power and authority to own its property and to carry on its business as now being conducted by it or as currently proposed to be conducted in the future, is duly qualified as a corporation to do business and is in good standing in each jurisdiction in which the nature of its business makes such qualification necessary, has the corporate power and authority to execute, deliver and perform the terms and provisions of this Debenture, and has taken all necessary action to authorize the execution and delivery of this Debenture, and when executed and delivered this Debenture will constitute a legal, valid and binding obligation of the Company; and

neither the execution nor delivery of this Debenture nor the transactions contemplated herein nor compliance with nor performance nor observance of the

contravene any provision of law, statute, rule or regulation to which the Company is subject or any judgment, decree, order or permit applicable to it;

contravene the Notice of Articles or Articles of the Company; or

conflict with or result in a breach of or constitute a default under any agreement or instrument, written or oral, to which the Company is a party or by which it is bound.

the Company shall preserve and maintain its corporate existence and shall remain in good standing in each jurisdiction in which the nature of its business makes such qualification necessary; and

the Company will give the Holder written notice of the occurrence of any Event of Default pursuant to Section 7.2 below.

the Company fails to make any principal payment when due and such failure is not cured within 5 days;

the Company fails to comply with any of its material covenants, or covenants which in the aggregate are material, contained in this Debenture and such failure

is not cured within 30 days after the Company receives written demand from the Holder to remedy the same;

a court of competent jurisdiction enters an order or decree under the bankruptcy legislation of any federal, provincial or state law for the relief of debtors against the Company in an involuntary case commenced under any such law; appoints any receiver, trustee, assignee, liquidator or similar official of the Company or for all or substantially all of its property; or orders the liquidation of the Company; and, in any such case, the order, decree or appointment remains unstayed and in effect for 60 days; or

the Company shall execute a general assignment for the benefit of creditors.

If any Event of Default exists, the Holder may, in addition to the exercise of any right, power or remedy permitted by law, declare (by written notice or notices to the Company) the entire principal sum then outstanding to be due and payable, and such Debenture shall thereupon become forthwith due and payable in cash without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company. If this Debenture is not paid when due, the Company agrees to pay all costs of collection, including reasonable attorneys’ fees.

A delay or omission by the Holder in exercising any right or remedy arising upon an Event of Default shall not impair such right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

any resale of the Debenture, and the Common Shares issuable upon conversion hereunder may only occur in accordance with applicable securities legislation; and

the certificates representing the Common Shares issuable hereunder may bear a legend denoting the restrictions on transfer imposed by applicable securities legislation.

receipt of an indemnity bond or other assurance requested by the Company to protect it from any loss which it may suffer by reason of such replacement or subsequent presentment of the original Debenture; and

payment by the Holder of any expenses incurred by the Company in replacing the Debenture.

personally served upon the Company or upon the Holder, as the case may be, in which case such notice or other communication shall conclusively be deemed to have been given to the addressee at the time of service; or

communicated by regular mail posted in Canada to the addressee at the following respective addresses:

For the Company or Moventis:

For the Holder: