FUNDING AGREEMENT

SPV agrees to purchase, and the Company agrees to sell, a convertible promissory note of the Company (the “Note”), for a purchase price of $250,000 (the “Purchase Price”). The Note will be in the principal amount equal to the Purchase Price, will bear interest at the rate of 10% per annum, will mature on August 15, 2005 (the “Maturity Date”). SPV may reduce the Purchase Price prior to the date on which payment thereof is due, in which case the reduced amount will be deemed to be the Purchase Price. The principal outstanding and accrued interest become due and payable on the Maturity Date. The conversion rights attached to the Note, and other terms and conditions applicable to the Note are as provided on the form of Note attached hereto as Schedule “A”, provided that the conversion price will be as follows $0.001, $0.005, $0.015 for the first, second, third $50,000 amounts funded respectively, and $0.03 for the balance of $100,000 funded, subject to a prior roll-back of the issued shares as described in the form of Note.

The Purchase Price is payable within 120 days from the date of filing a Form 8-K in respect of this Agreement. Upon receipt of the Purchase Price the Company will issue the Note to SPV. In addition the Company will grant to SPV as general and ongoing security for the repayment of the principal and interest due under the Note, a security interest over all assets, whether presently held or hereinafter acquired, of the Company, and will issue to SPV, such grant to be evidenced by standard form of general security agreement.

Until such time as the Company is first brought current is its reporting with the SEC after the date hereof and has completed the acquisition of a business of significant asset, SPV reserves the right of first refusal to further fund the Company by purchasing additional convertible promissory notes similar in form to the attached form of Note, or otherwise funding the Company on such terms as the Company may negotiate with a third party financier, where the Company requires such further funding, and provided that SPV must match the terms of any bona fide third party offer to finance or the first right will terminate.

The Company agrees to use the proceeds of the Note for payment of delinquent Delaware State franchise taxes, to retain legal counsel in connection with the reorganization of the Company, and to engage an independent accounting firm as auditors for the Company, as well as for ongoing general and administrative costs.

In addition, the Company agrees to use the proceeds to reorganize the affairs of the Company, and in this regard agrees and covenants to use best efforts to complete the following:

(a)     

proceed with the payment of Delaware State franchise taxes as soon as practicable, and the revival of the Company under Delaware corporate laws, and in that regard the Company represents and warrants that the execution, delivery and performance hereof are within its corporate powers, have been duly authorized and do not contravene, violate or conflict with any law or the terms of its constating documents or any indenture or agreement to which it is a party;

(b)     

call and hold a meeting of the stockholders of the Company as practical, which meeting will include the following proposals for approval:

a.     

ratification of the Note, failing such ratification the parties hereto agree that the Note will no longer be convertible;

b.     

where required by Delaware Corporate law, the approval of the amendment to the rights and restrictions applicable to the Class A Preferred Shares.

(c)     

promptly pay all obligations, indebtedness and liabilities owing to the SPV as they become due or are demanded;

(d)     

work to complete an Executive Summary on the a proposed business venture in the Alternative Fuel and Hybrid Technologies industry, which venture would include retail services such as leasing, rental, sales and alternative energy stations;

(e)     

bring the Company into compliance with necessary legal and regulatory regulations, including but not limited to, being current with its SEC reporting obligations;

(f)     

divest itself of all pre-existing business assets not required for the reorganization of the Company;

(g)     

pay for required services from the Company’s registrar and transfer agent and obtain copies of records as necessary for management to obtain current information on shareholders;

(h)     

consolidate the capital of the Company as approved by the Board of Directors of the Company and subject to shareholder approval;

(i)     

to request a copy of all previously completed Audits from Grant Thornton and/or appoint new Auditors, Accountants or Consultants as necessary to prepare audited financial statements, and to attend to the preparation and filing of a Form 10KSB and consider the availability of Rule 3-11 of Regulation S-X.

(j)     

pursue preservation of tax benefits which may be of value after the Company is reorganized and the Company will appoint Counsel in the US to complete reorganization of the parent Company as necessary to complete this process.

pursue the collection of banking information and corporate records, and retain legal counsel as necessary in furtherance of such purposes;

pursue the retrieval of any assets and documents of the subsidiaries of the Company and pursue transaction(s) necessary to divest itself of the British Columbia subsidiary to eliminate this liability as possible which may include compensating such individuals or entities with shares of the Company or other valuable consideration;

pursue a spin off all subsidiaries based on shareholders of record as of April 14, 2005 or as otherwise agreed by the directors and a majority of the shareholders.

retain properly qualified corporate counsel to review all further resolutions, agreements and transactions for review and advice before passing board resolutions and this shall apply until the Company is first brought back into compliance with SEC reporting obligations.

to file with the State of Delaware a Certificate of Amendment, upon payment of Delaware State franchise taxes and revival of the Company under Delaware corporate laws, to amend the preferences and rights of the Series A Preferred shares in such form as will be approved by directors, and subject to shareholder approval if required under Delaware corporate law.

take all actions and to execute, deliver, file and record for and on behalf of the Company all such certificates, filings and other documents as may be necessary or desirable and as and if requested by SPV in writing to cause the Debenture or other advances by SPV to have the rights and preferences of a Debtor-In- Possession such as in the event of default;

SPV agrees to purchase the Note and advance the Purchase Price to the company as soon as possible, and in any event not later than 120 days from public notification of this agreement.

SPV agrees that it has all required authority, and has taken all necessary corporate steps, to enter into this Agreement and perform its obligations hereunder.

SPV agrees that is a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933 (the “U.S. Securities Act”) solely as a result of its organization under the laws of the State of Delaware; and that SPV affairs are wholly controlled and directed from outside of the United States and that it has no employees, managers, directors, officers, offices or establishments, or personnel of any kind whatsoever in the United States or any material assets in the United States;

SPV acknowledges that the Note and any securities into which the Note may be converted (collectively the “Securities”) have not been registered under the U.S. Securities Act and may not be offered or sold in the United States unless registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that the Company

has no obligation or present intention of filing a registration statement under the U.S. Securities Act in respect of the Securities;

SPV represents and warrants that, in connection with its subscription for Securities of the Company:

(i)     

the offer was not made to SPV when SPV was in the United States and, at the time SPV’s buy order was made, SPV was outside the United States;

(ii)     

SPV was outside the United States at the time this Agreement was executed and delivered;

(iii)     

SPV is not and will not be purchasing the Securities for the account or benefit of any person in the United States;

(iv)     

the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act; and

(v)     

SPV has no intention to distribute either directly or indirectly any of the Securities in the United States, except in compliance with the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such requirements is available.

(vi)     

the Note may not be converted in the United States or by or on behalf of a person in the United States unless:

A.     

an exemption is available from the registration requirements of the U.S. Securities Act and any applicable state securities laws; and

B.     

the holder has furnished to the Corporation a legal opinion reasonably satisfactory to the Corporation to such effect.

SPV agrees that it is purchasing the Note as principal for its own account and not for the benefit of any other person (within the meaning of applicable Securities Laws) and not with a view to resale or distribution.

SPV represents and warrants that here is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee.

SPV has been advised to consult its own legal counsel with respect to this Agreement and its obligations hereunder, and with respect to any tax consequences or the merits of this investment, and understands that there are risks associated with the purchase of and investment in the Company, and is knowledgeable, sophisticated and experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in the Company and is able to bear the economic risk thereof.

SPV is an entity which is directly or indirectly owned by one or more persons that are control persons of the Company,