ASSET AND STOCK PURCHASE AGREEMENT

THIS ASSET and STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 19, 2007, by and among:

WHEREAS, the shareholders listed on Exhibit J own all of the issued shares in BLive; and

WHEREAS, BLive in turn owns 49 shares in INFOBUILD NETWORKS (CANADA) INC (“Infobuild”) and John Byrne (“Byrne”) owns 51 shares in INFOBUILD NETWORKS (CANADA) INC (“Byrne Infobuild Shares”) and these 100 shares comprise all of the issued and outstanding capital stock of Infobuild; and

WHEREAS, BLive owns all of the assets recorded in the attached balance sheet of BLive ( Schedule A ) including the 49 shares in Infobuild, an advance to Infobuild (“Infobuild Advance”) and various computers, equipment and software more particularly detailed in the asset register headed Book Asset Detail ( Schedule B ) as well as various in-house developed software, computer hardware, source data, computer files, registered and unregistered patents, copyrights, trade names (including the name BLive Networks), trademarks, proprietary information, trade secrets, material and manufacturing specifications, patent licenses and all other intellectual property (collectively the “BLive Intellectual Property”). All of these assets described above and all of the other assets, tangible or intangible, except for the Excluded Assets, of BLive including but not limited to the Infobuild Advance and BLive Intellectual Property, all rights, title and interest under the BLive customer contracts, all customer lists of BLive, all rights to prepayments and accounts receivable of BLive, and all bank accounts of BLive, and licensed software are defined hereafter as the “BLive Assets”;

WHEREAS, BLive desires to sell and transfer to Purchaser, and Purchaser desires to purchase and receive from BLive, the BLive Assets, for the consideration and upon the terms and subject to the conditions set forth in this Agreement;

BLIVE STOCK AND ASSET PURCHASE AGREEMENT

WHEREAS, BLive desires to assign to Petroleum Corp. the consideration from Purchaser for the sale of its Assets pursuant to the Agreement in exchange for good and valuable consideration;

WHEREAS, Byrne desires to grant an option to the Purchaser, and Purchaser desires to enter into an option agreement for the consideration and upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, as a material inducement to Purchaser to enter into this Agreement, each Transferred Employee (as defined in Section 3.6 ) has agreed to employment with Purchaser pursuant to a Transferred Employee Offer Letter (as defined below), the effectiveness of which is contingent on and subject to the Closing (as defined in Section 3.1 ), in a form satisfactory to Purchaser, attached hereto as Exhibit A (the “Transferred Employee Offer Letter”) and the appropriate attachments related thereto.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, it is agreed as follows:

1.1.    Purchase and Sale of BLive Assets . In consideration of the issuance by Purchaser to Petroleum Corp. of one million shares of Purchaser’s common stock, par value $0.004 per share (“PP Shares”) (the “Purchase Price”) to be issued at the Closing, and subject to the terms and conditions set out below, BLive agrees to sell to the Purchaser, and the Purchaser agrees to purchase from BLive the BLive Assets. Purchaser is assuming none of the liabilities associated with BLive except for the Assumed Liabilities. Seller will execute and deliver to Purchaser a “Bill of Sale” conveying the BLive Assets to Purchasers, in the form attached hereto as Exhibit B .

1.2.    The Excluded Assets shall be:

1.2.1.    cash in BLive bank accounts up to a maximum of $5,000 (USD)

1.2.2.    all minute books, stock records and corporate seals;

1.2.3.    all insurance policies and the rights thereunder;

1.2.4.    all personnel records and other records that Seller is requires by law to retain in its possession;

1.2.5.    all rights of Seller under this Agreement.

1.3.    The Assumed Liabilities shall be:

1.3.1.    Any liability arising out of the collection of any account receivable, including any counterclaim;

BLIVE STOCK AND ASSET PURCHASE AGREEMENT

1.3.2.    Any liability arising after the effective time of the Closing;

1.4.    Restriction of Tribeworks Shares . The PP Shares:

1.4.1.    will be restricted securities within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act") ("Rule 144") and will have a minimum restriction against resale of 12 months from the date of issuance (“Restricted Period”) endorsed on them,

1.4.2.    the offer and sale of the shares will not be registered under the Securities Act or any applicable state laws,

1.4.3.    Tribeworks will have no obligation, and makes no commitment to Petroleum Corp., to register the resale of any of the PP Shares in order to permit them to be publicly resold, except as provided in the registration rights agreement substantially in the form attached hereto as Exhibit C , and

1.4.4.    the exemption from the registration requirements of the Securities Act under Rule 144 will not be available unless the terms and conditions of Rule 144 have been complied with,

1.4.5.    At the end of the Restricted Period Petroleum Corp. may transfer or offer to transfer its PP Shares 30 days after it notifies Tribeworks of its intention to do so if (a) Petroleum Corp. provides or Tribeworks obtains an opinion of counsel reasonably satisfactory to Tribeworks that no registration (or perfection of any exemption) is required with respect to such transfer or offer to transfer or (b) an appropriate registration statement with respect to the PP Shares has been filed by Tribeworks with the United States Securities and Exchange Commission and any applicable state securities authority and declared effective by such Commission and authorities. At the end of the Restricted Period, Petroleum Corp. will be able to transfer its PP Shares only in accordance with applicable Federal and State securities laws.

1.4.6.    Petroleum Corp. may not transfer the PP Shares during the Restricted Period.

1.5.    Escrow . Three hundred thousand (300,000) PP Shares will be issued and held in escrow for the benefit of Petroleum Corp. and Purchaser by a party to be mutually agreed upon by Petroleum Corp. and the Purchaser. 300,000 PP Shares will be released as set forth below, pursuant to an “Escrow Agreement”, in substantially the same form attached as Exhibit D , between Petroleum Corp, Purchaser and an escrow agent to be agreed upon by the parties. 300,000 PP Shares shall be held in escrow until the earlier of: (a) one year from the date of Closing or (b) (i) the receipt of SR&ED tax refunds owed to Infobuild for calendar year 2005 (the “2005 SR&ED Tax Refunds”) in the amount of Canadian dollars one hundred and twenty one thousand (121,000); (ii) the filing of SR&ED tax refunds owed to Infobuild for the year 2006 (the “2006 SR&ED Tax Refunds”) by Seller with Canada Revenue using the same procedures, methods of calculation and filing as for prior years such that the amount of 2006 SR&ED Tax Refunds will be at least Canadian dollars eighty nine thousand (89,000) for the year ending December 31, 2006; and (iii) confirmation from Seller that no additional third party debt exists that the Purchaser would have to assume. To the extent that the 2005 SR&ED Tax Refunds or any other form of refund from Canada Revenue does not equal or exceed Canadian dollars one hundred and twenty one thousand (121,000), then the number of PP Shares shall be reduced and cancelled by the number equal to the amount of Canadian dollars that the amount received falls short of Canadian dollars one hundred and twenty one thousand (121,000). Other than this Escrow provision, Seller offers no warranty whatsoever regarding the 2005 SR&ED Tax Refunds and 2006 SR&ED Tax Refunds. In the event the 2005 SR&ED Tax Refunds are delayed by Canada Revenue, the time period in this Section 1.5 shall be extended until the refunds are paid or Canada Revenue denies payment. 

BLIVE STOCK AND ASSET PURCHASE AGREEMENT

2.1.    Purchase of Tribeworks Inc. Shares. Contemporaneously with Closing and as a condition of Closing, Petroleum Corp. will subscribe for one hundred thousand (100,000) Tribeworks shares at a price of United States one dollar (US$1.00) per share (“Article 2 Shares”) using the Subscription Agreement, attached as Exhibit G , and also completing the registration rights agreement substantially in the form attached hereto as Exhibit C . These shares will be restricted securities within the meaning of Rule 144 and will have also have a minimum restriction on transfer of at least 12 months (“Restricted Period”) endorsed on them and be subject to the same terms and conditions as in Section 1.2 . Contemporaneously with Closing and as a condition of Closing, Petroleum Corp. shall deliver the purchase price of $100,000 to Tribeworks in connection with the sale of Article 2 Shares.

2.2.    Entitlement to Warrants.  The subscription for these Tribeworks shares will also entitle Petroleum Corp. to a warrant to purchase up to an additional 300,000 Tribeworks shares at $1.25 per share, by completing the form attached hereto as Exhibit H (the “Warrant”), subscribed for on the terms set out in the “Warrant Subscription Agreement” in Exhibit L . Upon exercise of the Warrant, the Subscriber agrees to become a shareholder of the Company and to be bound by the terms of this Warrant Subscription Agreement. As consideration for the Warrant, the Subscriber hereby irrevocably tenders to the Company a cashier’s check (or personal check if so authorized by the Company) or wire transfer in the amount of $10.00 and other good and valuable consideration (the “Warrant Purchase Price”). The Warrant shall have a term of two (2) years. The Warrant and any shares resulting therefrom will also be restricted securities within the meaning of Rule 144 and will have also be subject to the Restricted Period and be subject to the same terms and conditions as in Section 1.2.

BLIVE STOCK AND ASSET PURCHASE AGREEMENT

3.1.    Closing . The closing of the purchase and sale of the BLive Assets (the “Closing”) shall be held via overnight courier or in person, as agreed by the parties, and shall be effective as of the date hereof (the “Closing Date”).

3.2.    Delivery by Seller . At the Closing, the Seller shall cause to be delivered to Purchaser the following documents and instruments (the “Seller Documents”), all of which are dated on or effective as of the Closing Date:

3.2.1.    all documents of title that including share certificate or certificates representing and evidencing the 49 shares in Infobuild duly endorsed in blank by an officer of BLive together with any other transfer documents to perfect the transfer of the BLive Assets to the Purchaser;

3.2.2.    a certified resolution of the board of directors of BLive authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby;

3.2.3.    written acknowledgement of BLive’s bankers that they will redirect and credit all credit card receipts and sales revenue to the bank account of to be directed by the Purchaser.

3.2.4.    the password for all of BLive’s computers system, data centers, websites and any other storage devices such that the Purchaser can gain full and complete access to all of the BLive Intellectual Property;

3.2.5.    the minute book of Infobuild containing: (a) Infobuild’s Articles of Incorporation, (b) Infobuild’s Bylaws, (c) all corporate minutes and resolutions of Infobuild, and (d) Infobuild’s corporate seal;

3.2.6.    the financial records of Infobuild;

3.2.7.    the Bill of Sale conveying the BLive Assets to Purchaser;

3.2.8.    the Assignment of Trademarks attached as Exhibit K ;

3.2.9.    the Assignment of Patent Licenses attached as Exhibit L ;

3.2.10.    the Option Agreement; and

3.2.11.    an “Officer’s Certificate”, substantially in the form of Exhibit E to this Agreement, executed by a senior officer of BLive on behalf of BLive, which will include certification as to the representations and warranties made in this Agreement and a certification that the transaction has been approved by the shareholders of BLive and the board of directors of BLive.

BLIVE STOCK AND ASSET PURCHASE AGREEMENT

3.3.    Delivery by Purchasers . At the Closing, Purchaser will deliver to the Seller a certified resolution of the Purchaser authorizing the execution of this Agreement and the consummation of the transactions contemplated hereby. Purchaser will deliver 300,000 of PP Shares to an escrow agent to be determined by the parties (the “Escrow Agent”) at Closing. Purchaser shall deliver the balance of the PP Shares, the Article 2 shares and the Warrants to Petroleum Corp. at Closing. Purchaser shall deliver to Seller signed Employment Agreements with the Transferred Employees.

3.4.    Closing Costs . After the Closing, Purchaser shall pay all documentary transfer taxes or fees, if any, associated with the purchase and sale of the 49 Infobuild shares from BLive. All other closing costs shall be allocated equally between Seller and Purchaser; provided, however , that each party shall be responsible for the payment of the fees and expenses of their respective legal counsel involved in this transaction.

3.5.    BLive Bank Accounts . At Closing, BLive shall assign control and all of its rights and interests in the bank accounts set forth on Schedule 4.5 to Purchaser.

3.6.    Employee Matters . Purchaser will make an offer of employment to each of the employees and/or consultants of BLive and Infobuild listed on Exhibit I to become an employee of Purchaser or a subsidiary thereof.

3.6.1   All employees of BLive and Infobuild as of the Closing Date who are not listed on Exhibit I , as updated as of the Closing Date, are referred to herein as “Non-Transferred Employees.” The employees listed on Exhibit I (which may be updated until the Closing Date by Purchaser) are referred to herein as the “Transferred Employees.” Each Transferred Employee has agreed to employment with Purchaser pursuant to a Transferred Employee Offer Letter, the effectiveness of which is contingent on and subject to the Closing. Each employee to whom an offer of employment is made by Purchaser or a subsidiary thereof and who accepts such offer shall become an employee of Purchaser or such subsidiary on the first business day following the Closing.

3.6.2.   As of or prior to the Closing Date, any and all agreements, or arrangements providing for Change of Control (as defined in the applicable plan) payments to any Transferred Employee (other than such agreements or arrangements respecting the vesting of restricted stock, options or the termination of options held by such Transferred Employees, payments made with respect to termination of options or payments of the exercise price of any such options pursuant to agreements in effect on the date hereof) will be terminated and neither BLive nor Infobuild will be obligated to make any such payments to any Transferred Employee in connection with the transactions contemplated herein. 

3.6.3   Contemporaneously with the Closing or at the next regular payroll date, BLive and Infobuild shall: (a) pay to each Transferred Employee all amounts such employee would have received from BLive or Infobuild under an incentive or performance bonus plan; (b) pay each Transferred Employee for such employee’s unused vacation time accrued but unpaid as of the Closing Date; and (c) pay each Transferred Employee all wages accrued but unpaid as of the Closing Date (collectively, the “ Transferred Employee Final Payments ”).

BLIVE STOCK AND ASSET PURCHASE AGREEMENT

3.6.4   This Section 3.6 is an agreement solely between the Purchasers, BLive and Infobuild. Nothing in this Section 3.6 , whether express or implied, shall be considered to be a contract between the Purchasers, BLive or Infobuild and any other person, or shall confer upon any employee of BLive or Infobuild, any employee of Purchaser, any Transferred Employee or any other person, any rights or remedies that such person did not already have, including, (a) any right to employment or recall, (b) any right to continued employment of any specified person, or (c) any right to claim any particular compensation, benefit or aggregation of benefits of any kind or nature whatsoever.

3.7.   Shareholder and Board of Director Approval . At Closing, the transaction contemplated hereby shall have been approved by the requisite vote under applicable laws and the certificate of incorporation and bylaws of BLive, by the stockholders of BLive (the “ Stockholder Approval ”) and the transactions contemplated hereby have been duly authorized by the board of directors of BLive.

The Seller, and Petroleum Corp. and Forte where specifically stated, make the following representations and warranties to the Purchaser, which representations and warranties are true and correct as of the Closing Date:

4.1.    Authority . The execution of this Agreement by the Seller and the performance of the transactions contemplated hereby have been duly authorized by the board of directors of BLive.

4.2.    Capital Stock of Infobuild . The authorized capital stock of Infobuild consists solely of 50,000 authorized shares of Infobuild stock, of which 100 shares are currently issued and outstanding. All of the outstanding shares of Infobuild stock are validly issued, fully paid and nonassessable. There are no outstanding options, warrants, calls, commitments or subscriptions relating to Infobuild’s authorized and unissued capital stock. Without Purchaser’s consent, Infobuild will not issue additional shares of its stock prior to t