Share Exchange Agreement

THIS AGREEMENT made as of [Date of Agreement (ie. July 1, 2002)]

A M O N G:

[NAME OF CORPORATION], a corporation

incorporated under the laws of [State (ie.
California)]

(the "Corporation")

- and -

[NAME OF SHAREHOLDER 1]

("Shareholder 1")

- and -

[NAME OF SHAREHOLDER 2]

("Shareholder 2")

- and -

[NAME OF SHAREHOLDER 3]

("Shareholder 3")

(collectively, Shareholder 1, Shareholder 2 and

Shareholder 3 are referred to herein as the
"Shareholders")

WHEREAS:

(A) The Shareholders are the owners, beneficially and of record, of [Number and Class of
Shares Owned by Shareholders (ie. 1,000,000 Common Shares)] (the "Exchanged
Shares") in the capital of the Corporation, being all of the issued and outstanding shares
in the capital of the Corporation in the following manner:

Name of Shareholder No. and Class of Shares Owned

Shareholder 1 [Shareholder 1 No. and Class of Shares]

Shareholder 2 [Shareholder 2 No. and Class of Shares]
Shareholder 3 [Shareholder 3 No. and Class of Shares]
 -2-

(B) The authorized share capital of the Corporation consists of [Authorized Capital of
Corporation (ie. an unlimited number of Class A Preference Shares and an unlimited
number of Common Shares)]; and

(C) The Corporation and the Shareholders wish to reorganize the share capital of the
Corporation on the terms and conditions set out in this Agreement;

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1 - EXCHANGE OF SHARES

1.1 Conversion of Shares

The Shareholders covenant and agree to assign and surrender to the Corporation the
Exchanged Shares and, in consideration of such assignment and surrender, the
Corporation hereby agrees to allot to the Shareholders [Number and Class of Shares
being Alloted to Shareholders (ie. 1,000,000 Class A Shares)] (the "Allotted Shares"), as
follows:

Name of No. and Class of Shares Stated Capital

Shareholder Allotted

Shareholder 1 [Shareholder 1 No. and Class [Shareholder 1 Stated Capital]

of Shares]
Shareholder 2 [Shareholder 2 No. and Class [Shareholder 2 Stated Capital]
of Shares]
Shareholder 3 [Shareholder 3 No. and Class [Shareholder 3 Stated Capital]
of Shares]

1.2 Allotment and Issuance of Special Shares

The Shareholders agree to cause the Corporation and the Corporation undertakes and
agrees to carry out all of the necessary corporate steps as may be required for the proper
allotment and issuance of the Allotted Shares to the Shareholders as fully paid and non-
assessable, in accordance with the provisions of Section 1.1.

1.3 Closing

The completion of the transactions contemplated in this Agreement shall take place
contemporaneously upon the execution of this Agreement by the parties.
 -3-

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties

Each of the Shareholders and the Corporation hereby represents and warrants to the other
Shareholders and the Corporation that:

(a) The Shareholder own his or her Exchanged Shares, as described in the recitals
hereto, registered in its name on the books and records of the Corporation with
good and marketable title thereto, free of any claim, lien, security interest or
encumbrance of any nature or kind and free of any rights or privileges capable of
becoming claims, liens, security interests or encumbrances and the Shareholder is
entitled to transfer and assign the Exchanged Shares to the Corporation, free and
clear of any such claims, liens, encumbrances, rights and privileges.

(b) No person, firm or corporation has any agreement or option or any right capable
of becoming an agreement for the purchase, subscription or issuance of any of the
unissued shares in the capital of the Corporation.

(c) There are no judgments or executions outstanding against the Corporation or the
Shareholder, nor are there any suits, actions or legal, administrative, arbitration or
other proceedings or governmental investigations or any adverse change affecting
the business, operations, prospects, property or affairs of the Corporation pending
or, to the knowledge of the Shareholder, threatened against the Corporation or the
Shareholder which might impair or affect the ability of the Shareholder to transfer
and assign his or her Exchanged Shares to the Corporation in accordance with the
provisions of this Agreement.

2.2 Survival of Representations and Warranties

The representations, warranties and covenants contained in this Agreement, in any

schedule hereto, in any documents to be executed and delivered pursuant to this
Agreement and in any documents executed and delivered in connection with the
completion of the transaction contemplated herein shall survive the closing of the
transaction contemplated herein and, notwithstanding such closing and, notwithstanding
any investigations made by or on behalf of the parties, shall continue in full force and
effect.

ARTICLE 3 - GENERAL CONTRACT PROVISIONS

3.1 Further Assurances

The parties hereby covenant and agree to sign such other papers, cause such meetings to
be held, resolutions passed and by-laws enacted, and exercise their vote and influence, do
and perform and cause to be done and performed such further and other acts and things as
 -4-

may be necessary or desirable in order to give full effect to this Agreement and every part
hereof.

3.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the
State of [State].

3.3 Words and Pronouns

All words and personal pronouns relating thereto shall be read and construed as the
number and gender of the party or parties referred to in each case require and the verb
shall be construed as agreeing with the required word or pronoun.

3.4 Articles and Sections

The division of this Agreement into articles, sections, subsections and schedules and the
provision of a table of contents are for convenience of reference only and shall not affect
the interpretation or construction of this Agreement.

3.5 Time of the Essence

Time shall be of the essence of this Agreement and of every part hereof and no extension
or variation of this Agreement shall operate as a waiver of this provision.

3.6 Entire Agreement

This Agreement shall constitute the entire agreement between the parties hereto with
respect to all of the matters herein and this Agreement shall not be amended except by a
memorandum in writing signed by all of the parties hereto, and any amendment hereof
shall be null and void and shall not be binding upon any party which has not given its
consent as aforesaid.

3.7 Binding Effect

No party to this Agreement may assign this Agreement or any part hereof without the
prior written consent of the other party. Subject to the foregoing, this Agreement shall
enure to the benefit of and be binding upon the parties and their respective heirs,
executors, administrators, successors and assigns.
 -5-

3.8 Severability

In the event that any of the warranties, representations or covenants or any portion of
them contained in this Agreement are unenforceable or are declared invalid for any
reason whatsoever, such unenforceability or invalidity shall not affect the enforceability
or validity of the remaining terms or portions thereof of this Agreement, and such
unenforceable or invalid warranty, representation or covenant or portion thereof shall be
severable from the remainder of this Agreement.

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

[NAME OF CORPORATION]

Per:
Name:
Title:

Witness [NAME OF SHAREHOLDER 1]

Witness [NAME OF SHAREHOLDER 2]

Witness [NAME OF SHAREHOLDER 3]