ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is dated effective 23 ^rd day of December, 2005.

BETWEEN:

SEALWELD INTERNATIONAL COMPANY LTD. , of Suite "A", Coveham
House, Downside Bridge Road, Cobham, Surrey, England, KT 113EP

(hereinafter called the "Vendor")

OF THE FIRST PART

AND:

HIGH GRADE MINING CORP. , of 885 Pyrford Road
West Vancouver, British Columbia, Canada, V7S 2A2;

(hereinafter called the "Purchaser")

OF THE SECOND PART

AND:

HUGH CHISHOLM AND BRUCE CHISHOLM , Businessmen, of 16211 Clay
Road, Suite 106-212, Houston, Texas, 77084

(hereinafter called the "Principals")

OF THE THIRD PART

WHEREAS:

1. The Vendors have established a business to fund projects capable of providing significant reductions in fugitive gas emissions from gas pipeline transmission systems operating in the world and to qualify the resulting credits under the Kyoto Accord for sale on the world markets;
2. The Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the assets, goodwill and the benefits of the relationships established by the Vendor over a seven year period working in Eastern Europe, Great Britain, Russia, Canada, Mexico and South America;
3. The Principals are the sole shareholders of the Vendor, and have become parties to this Agreement in order to ensure that personnel is available to develop and exploit the assets and goodwill of the Vendor for the issuance of Kyoto credits.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the covenants, agreements, representations, warranties and payments hereinafter contained, the parties hereto covenant and agree as follows:

1.       INTERPRETATIONS

1.1     Definitions

In and for the purposes of this Agreement, unless there is something in the subject matter or context inconsistent therewith or unless otherwise specifically provided, each of the words, phrases and expressions described in Schedule A - Definitions shall have the meanings ascribed thereto.

1.2     Governing Law and Forum

This Agreement and all matters arising hereunder will be governed by and construed in accordance with the laws of the State of Nevada, USA and all disputes and claims, whether for specific performance, injunction, declaration or otherwise howsoever both at law and in equity, arising out of or in any way connected with this Agreement will be referred to the courts of the State of Nevada exclusively, and, by execution and delivery of this Agreement, each party hereby irrevocably submits and attorns to such jurisdiction.

1.3     Severability

If any one or more of the provisions contained in this Agreement should be invalid, illegal, or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

1.4     Headings

The headings to the sections and subsections of this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

1.5     Cross-Reference

Unless otherwise stated, all references in this Agreement to a designated "section", "subsection" or other subdivision or to a schedule is to the designated section, subsection or other subdivision of, or schedule to, this Agreement.

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1.6     Referenced to Whole Agreement

Unless otherwise stated, the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, subsection or other subdivision or schedule.

1.7     References to Successors Included

Any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity.

1.8     No Contra Proferentum

The language in all parts of this Agreement shall in all cases be construed as a whole and neither strictly for nor strictly against any of the parties.

1.9     No Merger

The representations, warranties, covenant and agreements contained in this Agreement shall not merge in the Closing and shall continue in full force and effect from and after the Closing Date.

1.10   Currency

All references to money in this Agreement are or shall be to money in lawful currency of the United States of America.

1.11   Schedules

The following are the Schedules attached to and incorporated in this Agreement by this reference and deemed to form a part hereof:

Schedule A - Definitions
Schedule B- Intangible Property
Schedule C- Material Contracts
Schedule D- Employment Agreement
Schedule E- Share Transfer Agreement for restricted shares

2.       PURCHASE AND SALE

2.1     Purchase and Sale

Relying on the warranties and representations set forth in this Agreement, and subject to the terms and conditions hereof, on the Closing Date, but effective as of and from the Effective Date, the Purchaser will purchase from the Vendor and the Vendor will sell, assign and transfer to the Purchaser the Assets, free and clear of all Encumbrances, for the Purchase Price.

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2.2     Purchase Price

The Purchase Price shall be:

a.        the sum of $100.00; and

b.       the continuing covenants of the Purchaser as contained in paragraphs 6.3, 6.4, 6.5 and 6.6.

3.       PAYMENT OF THE PURCHASE PRICE

3.1     Payment of Purchase Price

The Purchase Price shall paid by a cheque drawn on the account of the Purchaser at Closing.

4.       REPRESENTATIONS AND WARRANTIES OF THE VENDOR

4.1     Representations and Warranties of Vendor

To induce the Purchaser to enter into and complete the transactions contemplated by this Agreement, the Vendor hereby jointly and severally represents and warrants that:

1. 1. the Vendor:
   2. 1. is a company duly incorporated under the Laws of the United Kingdom in good standing under the laws of its jurisdiction of incorporation;
      2. is in good standing in each jurisdiction in which the nature of its business conducted by it or the property owned or leased by the Vendor makes such qualification necessary;
      3. has the full power, authority, right and capacity to own, lease and dispose of the Assets, to carry on the Business as now being conducted by it, to execute and deliver this Agreement, to complete the transactions contemplated hereby and to duly observe and perform all of its covenants and obligations herein set forth; and
   3. Authority to Sell

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

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1. 3. Sale Will Not Cause Default

neither the execution and delivery of this Agreement, nor the other agreements and instruments contemplated hereby, nor the completion of the transactions contemplated herein will:

1. 3. 1. violate any of the terms and provisions of the constating documents or by-laws or articles of the Vendor, or any order, decree, statute, by-law, regulation, covenant, restriction applicable to the Vendor or any of the Assets;
      2. give any person the right to terminate, cancel or remove any of the Assets, or the Material Contracts;
      3. result in the creation of any lien, charge or encumbrance on any of the Assets.
   4. Assets

the Vendor is the legal and beneficial owner of the Assets and possesses and has good and marketable title to the Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever;

1. 5. Litigation

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

1. 6. Conformity with Laws

all governmental licenses and permits required for the conduct in the ordinary course of the operations of the Business and the uses to which the Assets have been put, have been obtained and are in good standing and such conduct and uses are not in breach of any statute, by-law, regulation, covenant, restriction, plan or permit;

1. 7. Material Contracts

the Schedule C - Material Contracts contains a true and correct listing of each written or oral contract or business relationship established by the Vendor, to be acquired or assumed by the Purchaser;

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1. 8. Material Facts

this Agreement does not contain any untrue statement by the Vendor of a material fact nor has the Vendor omitted to state in this Agreement a material fact necessary in order to make the statements contained herein not misleading;

1. 9. Schedule Information

all information set out in the Schedules to this Agreement is accurate and correct in every material respect;

1. 10. No Defaults

except as otherwise expressly disclosed herein or in any Schedule hereto there has not been any default in any obligation to be performed under any Material Contract, each of which is in good standing and in full force and effect, unamended, except as set forth in the Schedule of Material Contracts;

4.2     Survival of Representations and Warranties

The representations and warranties of the Vendor and the contained in this Agreement shall survive the Closing and the Payment of the Purchase Price and, notwithstanding the Closing and the Payment of the Purchase Price, the representations and warranties of the Vendor shall continue in full force and effect for the benefit of the Purchaser for a period of one year.

4.3     Reliance

The Vendor acknowledge and agree that the Purchaser has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Purchaser and that no information which is now known or should be known or which may hereafter become known to the Purchaser or its officers, directors or professional advisers shall limit or extinguish the right to indemnity under section 8.

5.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

5.1     To induce the Vendor and the Principals to enter into and complete the transactions contemplated by this Agreement, the Purchaser hereby represents and warrants, as representations and warranties that are true and correct as at the date hereof and will be true and correct on the Closing Date as if such representations and warranties were made on the Closing Date (except insofar as such representations and warranties are stated to be given as of a particular date or for a particular period and relate solely to such date or period) that:

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a.        Status of Purchaser

the Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, USA, and has the power and capacity to enter into this Agreement and carry out its terms;

b.       Authority to Purchase

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

c.        Finder's Fee

the relationship between the Vendor and the Purchaser has been established through the efforts of Sebrew Investments Inc., a British Columbia Corporation that will with its agent, Sanya Asprovski receive a fee of 150,000 treasury shares of the Purchaser to be issued at a price of $0.001 per share a finder that will receive a fee from the Purchaser for brokering the arrangement evidenced in this Agreement between the Vendor and Purchaser. The finders fee shall be issued in the following increments:

a.        Sebrew Investments Ltd. - 130,000 shares; and

b.       Sanya Asprovski - 20,000 shares.

5.2     Survival of Representations and Warranties

The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing and the conveyance of the Assets and, notwithstanding the Closing and the conveyance of the Assets, the representations and warranties of the Purchaser shall continue in full force and effect for the benefit of the Vendor for a period of one year.

5.3     Reliance

The Purchaser acknowledges and agrees that the Vendor and the Principals have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that may be undertaken by or on behalf of the Vendor and the Principals and that no information which is now known or should be known or which may hereafter become known to any of the Vendor, the Principals or the Vendor's officers, directors or professional advisers shall limit or extinguish the right to indemnity under section 8.

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6.       COVENANTS OF THE VENDOR

6.1     Conduct of Business

Until the Time of Closing, the Vendor shall conduct the Business diligently and only in the ordinary course and will use its best efforts to preserve the Assets and the Business intact, to keep available to the Purchaser its present employees and to preserve for the Purchaser its relationships with its suppliers, customers and others having business relations with it.

6.2     Access by Purchaser

The Vendor will give to the Purchaser and the Purchaser's counsel, accountants and other representatives full access, during normal business hours throughout the period prior to the Time of Closing, to all of the properties, books, contracts, commitments, records, and other information of the Vendor relating to the Business and the Assets, and will furnish to the Purchaser during such period all such information as the Purchaser may reasonably request.

6.3     Confidentiality

Each of the Vendor and the Principals, and any and all of their agents, employees, representatives, rela