ASSET PURCHASE AGREEMENT

EXHIBIT 10.22

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated and

is effective as of December 31, 2008 is made and entered into by

and between Cal Alta Auto Glass, Inc., a Nevada corporation with

principal offices at #8, 3927 Edmonton Trail, N.E., Calgary,

Alberta T2E 6T1 ("Seller"), and Frank Aiello whose principal

address is at #8, 3927 Edmonton Trail, N.E., Calgary, Alberta

T2E 6T1 (the "Purchaser"). As used herein, the term "Parties"

shall be used to identify the Seller and the Purchaser jointly.

WHEREAS:

A. Seller owns certain assets as listed and

described in Exhibit A attached hereto relating and currently

used in the business that it conducts (the "Purchased Assets").

B. Seller desires to sell and transfer to Purchaser

the Purchased Assets.

C. Purchaser seeks to purchase the Purchased Assets

in exchange for the return of certain shares of the Common Stock

of the Seller as previously issued to and currently owned by the

Purchaser as more particularly set forth below.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1

PURCHASE AND SALE OF ASSETS

1.1 Purchase and Sale. Upon the terms and subject to

the conditions of this Agreement, at the Closing (as defined in

Section 3.1), Purchaser shall purchase from Seller, and Seller

shall sell and transfer to Purchaser, all of Seller's right,

title, and interest in the Purchased Assets. The Purchased

Assets consist of all the items listed and shown on Exhibit A

attached hereto, including, but not limited to, the following

(a) all equipment, inventory, records,

merchandise, customer and vendor contact lists (regardless of

format), computers, marketing lists, marketing materials,

business plans and strategies of the Seller;

(b) all information, files, books and records,

including customer and supplier lists, relating to or involving

the Purchased Assets, regardless of format, and relating to the

business conducted by the Seller (the "Business");

(c) all supplies related to the Business, stock

in trade, merchandise, goods, supplies and other products owned

by Seller or otherwise under the control of Seller on the date

of Closing;

(d) all intellectual property rights, whether

owned or leased, including, without limitation, all patents,

patent applications, trademarks, registered trademarks,

trademark applications, service marks, domain names, web-sites,

registered service marks, service mark applications, tradenames,

copyrights, registered copyrights, copyright applications, trade

secrets, confidential information and proprietary know-how owned

and/or used in connection with the Business; (all of the

intellectual property rights to be acquired shall be

collectively referred to as the "Intellectual Property"); and

(e) all accounts receivable related to the

Business.

Purchaser reserves the right to exclude any of the above

described assets from the Purchased Assets. All of the

Purchased Assets shall be transferred to Purchaser free and

clear of all liens, security interests and encumbrances.

(a) 1.2 Assumed Liabilities; Limitation on

Assumption. In connection with the purchase and sale of the

Purchased Assets pursuant to Section 1.1 and except for those

liabilities as shown on Exhibit B, Purchaser shall assume no

liabilities and obligations of the Seller.

ARTICLE 2

CONSIDERATION

1.2 Purchase Price. In consideration for the

transfer of the Purchased Assets, at the Closing Purchaser shall

(a) pay and deliver to Seller (or Seller's assignee) a duly

issued stock certificate registered in the name of the Seller

and bearing a restricted securities legend and representing the

sum of 1,666,667 shares of the Seller's Common Stock (par value

$0.001) (the "Special Shares" or Purchase Price").

2.2 Closing. The closing of the purchase and

sale of the Purchased Assets pursuant to Section 1.1 (the

"Closing") shall be held at the offices of the Purchaser at #8,

3927 Edmonton Trail, N.E., Calgary, Alberta T2E 6T1 at 11:00

a.m. (local time) on December 31, 2008 (the "Closing Date"), or

at such other place and time as Purchaser and Seller may

mutually agree in writing.

1.3 Deliveries at Closing. At the Closing, the

Parties shall make the deliveries described below:

(a) Seller shall deliver, or cause to be

delivered, to Purchaser a Bill of Sale and Assignment in the

form of Exhibit C hereto properly executed by Seller;

(b) Purchaser shall deliver to Seller the

following:

(i) the stock certificate representing all

of the Special Shares and registered in the name of the Seller

(or its assignees);

(ii) a duly executed Action of the Board of

Directors of the Purchaser, adopting and approving the terms of

this Asset Purchase Agreement and authorizing and instructing

the officers of the Purchaser to deliver a fully executed copy

of this Asset Purchase Agreement to the Seller as set forth in

Exhibit D.

(iii) a duly executed Action of the

Board of Directors approving this Agreement and the transactions

set forth herein and as set forth in Exhibit D.

(iv) such other instruments and documents

properly executed by the Seller as are reasonably necessary, in

the opinion of Purchaser, to effect the transactions described

herein.

(v) a certificate, executed by a corporate

officer of the Seller, certifying that, at the time of Closing,

the Purchased Assets are in good condition.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows:

3.1 Authorization of Transaction. Seller has full

power and authority to execute and deliver this Agreement and to

perform its obligations hereunder. This Agreement constitutes

the valid and legally binding obligation of Seller, enforceable

in accordance with its terms and conditions.

3.2 Broker's Fees. Neither Seller nor the Purchaser

has any liability or obligation to pay any fees or commissions

to any broker, finder, or agent with respect to the transactions

contemplated by this Agreement.

3.3 Consents and Approvals. The execution, delivery

and performance by Seller of this Agreement and the consummation

of the transactions contemplated hereby require no action by or

in respect of, or filing with or notice to, any governmental or

regulatory body, agency or official. Neither the execution,

delivery and performance by Seller of this Agreement, nor the

consummation of the transactions contemplated hereby, will (with

or without notice or lapse of time) (a) violate, conflict with,

or result in a breach of any judgment, order, writ, injunction,

decree or award of any court, governmental or regulatory body,

or (b) result in a default (or give rise to any right of

termination, cancellation or acceleration) under any of the

terms, conditions or provisions of any note, bond, mortgage,

indenture, license, franchise, permit, lease, agreement or other

instrument or obligation to which Seller is a party, or by which

the Business or any of the Purchased Assets may be bound.

3.4 Litigation. To the best knowledge of Seller,

there are no actions, suits, or proceedings pending or, to

Seller's best knowledge, threatened against Seller, or that

otherwise relate to the Business or the Purchased Assets, before

any court, arbitrator or administrative, governmental or

regulatory authority or body and, to Seller's knowledge, no

event has occurred or circumstance exists that may give rise to

or serve as the basis for the commencement of any such action,

suit or proceeding. Seller is not subject to any order,

judgment, writ, injunction or decree that relates to the

Business or the Purchased Assets.

3.5 Personal Property. Seller at Closing will have

good and marketable title to the Purchased Assets, free and

clear of all liens and encumbrances, and (b) all items of

equipment, if any, constituting a part of the Purchased Assets

are in good operating condition and repair, ordinary wear and

tear excepted, and reasonably conform to all applicable laws,

ordinances and regulations.

3.6 Taxes. To the best knowledge of Seller, all tax

reports and returns required to be filed relating to the

Business pursuant to any law, rule or regulation have been filed

in a timely manner (taking into account all extensions of due

dates), and all Taxes shown as due thereon have been paid or

accrued and reflected on the financial statements of the

Business. No deficiencies for any Taxes have been asserted in

writing against Seller which remain unpaid.

3.7 Employees. Seller has, with respect to the

Business and all employees now or previously employed in the

Business, complied in all respects with all laws, rules and

regulations relating to employment, equal employment

opportunity, nondiscrimination, immigration, wages, hours,

benefits, occupational health and safety and plant closing.

3.8 Customer List. A complete and accurate list of

customers of the Business is included and listed in Exhibit A

attached to this Agreement. There are no customer prepayments or

deposits.

3.9 Accounts Receivable. The list of Accounts

Receivable listed on Exhibit A attached to this Agreement is a

complete list of the Accounts Receivable relating to or arising

out of the Business as of the date shown.

3.10 Intellectual Property. Except as shown on

Exhibit A attached to this Agreement, to the best knowledge of

Seller, Seller has no patents, patent rights, licenses,

trademarks, trademark rights, trade names, trade name rights,

service marks, service mark rights, copyrights, web sites or

Internet locations or similar rights, nor require any such

rights in connection with the conduct of the Business as

presently conducted. To the knowledge of Seller, neither Seller

nor the Business is infringing or otherwise acting adversely to

the right of any other person under or in respect to, any

patent, license, trademark, trade name, service mark, copyright

or similar intangible right.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.0 Purchaser represents and warrants to Seller that, as of the

date of this Agreement:

4.1 Consents and Approvals. The execution, delivery

and performance by Purchaser of this Agreement and the

consummation of the transactions contemplated hereby require no

action by or in respect of, or filing with, or notice to any

governmental or regulatory body, agency or official. Neither

the execution, delivery and performance by Purchaser of this

Agreement, nor the consummation by Purchaser of the transactions

contemplated hereby, will (with or without notice or lapse of

time) (a) violate, conflict with, or result in a breach of, any

provision of the charters or bylaws of Purchaser or any

resolution adopted by the board of directors or shareholders of

Purchaser or any judgment, order, writ, injunction, decree or

award of any court, governmental or regulatory body applicable

to Purchaser or (b) result in a default (or give rise to any

right of termination, cancellation or acceleration) under any of

the terms, conditions or provisions of any note, bond, mortgage,

indenture, license, franchise, permit, lease, agreement or other

instrument or obligation to which Purchaser is a party, or by

which its properties may be bound.

ARTICLE 5

COVENANTS

5.1 Operation of the Business. Except as may

otherwise be consented to in writing by Purchaser, during the

period from the date of this Agreement to the earlier of the

Closing Date or the termination of this Agreement pursuant to

Article 8 below, Seller shall operate the Business in the

ordinary course consistent with past practice and maintain the

Purchased Assets in customary repair, order and condition,

maintain all insurance with respect to such assets in effect on

the date of this Agreement and, in the event of casualty, loss

or damage to any of such assets or properties prior to the

Closing Date, either repair or replace such damaged property or,

at Purchaser's option, transfer the proceeds of such insurance

to Purchaser after the Closing.

5.