ASSET PURCHASE AND SALE AGREEMENT

ASSET PURCHASE AND SALE AGREEMENT

between

JOYN INTERNET COMMUNITIES INC.,

Seller

and

PORTLOGIC SYSTEMS INC.,

Purchaser

ASSET PURCHASE AGREEMENT (this "Agreement") dated as of October 31, 2005, between JOYN Internet Communities Inc., a Canadian corporation ("Seller"), and Portlogic Systems Inc., a corporation incorporated under the laws of Nevada ("Purchaser").

RECITALS

Whereas the Seller is in the business of developing, marketing and licensing Internet dating portal software, and the Purchaser desires to acquire from the Seller, and the Seller desires to sell to the Purchaser, this software and all rights to use this software on the terms and subject to the conditions set forth in this Agreement

Now therefore, in consideration of the premises and the representations, warranties and agreements herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1. In addition to the phrases defined throughout this Agreement, the following definitions shall apply for purposes of this Agreement (such definitions to be equally applicable to both the singular and plural forms of the terms defined):

(a) "Encumbrances" means, to the extent applicable, all claims, liens (including liens for taxes), mortgages, security interests, leases, options, rights of first refusal or first offer, easements, or other similar encumbrances.

(b) "Permitted Encumbrances" means Encumbrances that (i) are liens for taxes not yet due and payable, (ii) do not, individually or in the aggregate, materially detract from the value of the assets to which they attach, (iii) are mechanics', carriers', materialmens’, landlords', workers', or other similar liens incurred in the ordinary course of business or

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(iv) relate to assets owned by customers or third parties that are used by the Seller in its operations.

ARTICLE II

THE ASSET PURCHASE AND PAYMENT

2.1. Upon the terms and subject to the conditions of this Agreement, the Seller hereby sells, conveys, assigns, transfers, and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and agrees to execute any additional forms or agreements necessary to effect the foregoing, and the Purchaser hereby purchases from Seller, the following (collectively the “Purchased Assets”):

(a) all source, executable, html, e-commerce, Cold Fusion, SQL, and all other code pertaining to the internet dating software that the Seller has developed or has been using in connection with its dating software licensing business, including the Easy Dating Portal System (collectively the “Software”);

(b) all rights to sell, develop, license, dispose of, or otherwise use the Software in any way that the Purchaser chooses;

(c) all marketing tools, brochures, catalogs, art work, photographs, advertising material, trade secrets, work notes, market studies, consultant's reports (and similar materials), business documents, copyrights, trademarks, patents, and other intellectual property used by the Seller in connection with or produced for use with the Software, whether in electronic form or otherwise, excluding any websites of the Seller provided that such websites do not use any of the foregoing content or material;

(d) all of the Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders, and approvals necessary for developing, licensing, and operating the Software;

2.2. The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to the Purchaser:

(a) cash and cash equivalents and similar type investments;

(b) leases and contracts, except as is otherwise specifically transferred pursuant to the terms of this Agreement;

(c) corporate minute books and stock books;

(d) except as otherwise provided herein, any of the Seller's assets not associated with the Purchased Assets;

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(e) furniture, fixtures, and equipment of the Seller;

(f) share capital of the Seller; and

(g) customer lists, sales data, or mailing lists of the Seller.

2.3. In consideration of the transfer to the Purchaser of the Purchased Assets, the Purchaser shall pay and cause to be delivered to the Seller the following, valued in the aggregate at $152,000 (collectively the “Purchase Price”):

(a) 2,240,000 restricted shares in the common capital stock of the Purchaser valued at $0.05 per share or a total of $112,000, to be delivered on October 31, 2005;

(b) $10,000 previously delivered;

(c) $10,000 by October 31, 2005;

(d) $10,000 by November 30, 2005; and

(e) $10,000 by March 31, 2006.

2.4. The Seller shall not acquire any registration rights over the shares to be delivered by the Purchaser pursuant to Section 2.3 (a) above, provided that the Seller or the Purchaser each may, in its own discretion and at its own expense, arrange for the registration of the shares for trading in the public market.

2.5. Except for Permitted Encumbrances and as otherwise provided in this Section 2.5, the Seller shall transfer the Purchased Assets to the Purchaser free and clear of all Encumbrances, and the Purchaser shall not, by virtue of its purchase of the Purchased Assets, assume or become responsible for any liabilities or obligations of the Seller except as otherwise agreed to in writing by the Purchaser. The Purchaser shall not assume and shall not be liable for, and the Seller shall retain and remain solely liable for and obligated to discharge, and indemnify the Purchaser harmless against, all liabilities, obligations, or costs, including:

(a) any liability for: (i) breaches by the Seller or any of its respective direct or indirect subsidiaries of any instrument, contract, or purchase order to which the Seller is a party immediately prior to the date of this Agreement; and (ii) any payments or amounts due under or any cause of action arising out of any instrument, contract, or purchase order to which the Seller is a party immediately prior to the date of this Agreement;  

(b) any liability or obligation for taxes attributable to or imposed upon the Seller or any of its direct or indirect subsidiaries, or attributable to or imposed upon the Purchased Assets, including, without limitation, any taxes payable by the Seller that are attributable to or arise from the transactions contemplated by this Agreement;

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(c) any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of the Seller or any of its direct or indirect subsidiaries, including any such liabilities owed to affiliates of the Seller;

(d) any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission on or prior to the date of this Agreement by or on behalf of the Seller or any of its direct or indirect subsidiaries, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, or violations of federal or state securities or other laws;

(e) any liability of the Seller or any of its direct or indirect subsidiaries incurred in connection with the making or performance of this Agreement and the transactions contemplated hereby;

(f) any liability or expense relating to employees or employment contracts to which the Seller is a party immediately prior to the date of this Agreement, including vacation pay, employee tax and other deductions, employment insurance, termination payments, and any other employee benefits; and

(g) any costs or expenses of the Seller or any of its direct or indirect subsidiaries incurred in connection with shutting down, uninstalling, decommissioning, and removing equipment not purchased by the Purchaser.

2.6. From and after the date of this Agreement, upon written request from Purchaser, the Seller shall execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may reasonably be required to sell, assign, transfer, vest, convey, and deliver full right, title and interest in, and possession of, the Purchased Assets to Purchaser and to otherwise consummate the transactions contemplated hereby. The Seller shall provide reasonable evidence of valid title to such of the Purchased Assets as the Purchaser may reasonably request in writing following execution of this Agreement, in form and substance reasonably satisfactory to the Purchaser.

2.7. Upon execution of this Agreement, the Seller shall deliver to the Purchaser any assignments, and any required consents to assignment, that it has obtained in respect of any contracts to which it was a party immediately prior to the date of this Agreement and that this Agreement explicitly specifies are being assigned to the Purchaser, duly executed by parties having the authority to so assign or consent to assign, in form and substance reasonably satisfactory to the Purchaser, as well as a written confirmation from such third parties that the contracts are in good standing.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to the Purchaser as follows:

3.1. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

3.2. The Seller has the full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. All corporate acts and other proceedings required to be taken by or on the part of Seller to authorize such execution, delivery and consummation have been duly and properly taken. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid, and binding obligation of the Seller enforceable against the Seller in accordance with its terms. The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby will not violate any applicable law, or conflict with, result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation of an Encumbrance on any of the