SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT made the 22nd day of May, 2009

JAG MEDIA HOLDINGS, INC.,

a corporation incorporated under the laws of the State of Nevada

(hereinafter called " JAG ")

- and -

CARDIOGENICS EXCHANGECO INC.,

a corporation incorporated under the laws of the Province of Ontario, Canada

(hereinafter called " Exchangeco ")

- and -

CARDIOGENICS INC.,

a corporation incorporated under the laws of the Province of Ontario, Canada

(hereinafter called the " Company ")

-and-

YAHIA GAWAD

a resident of Toronto, Ontario, Canada and principal shareholder of CardioGenics Inc.

(hereinafter called the “Principal Shareholder” or “Gawad” )

IN CONSIDERATION of the premises and the respective agreements in this Agreement, and of other consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

In this Agreement and the Recitals hereto:

"Affiliate" means any person or entity that controls, is controlled by or is under common control of another person or entity; and "controlled" means ownership of an equity interest in such entity greater than 50%;

" Agreement " means this share purchase agreement including all attached annexes, as the same may be supplemented, amended, restated or replaced from time to time;

" Applicable Law " means any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, restriction, regulatory policy or guideline, by-law (zoning or otherwise), or Order, or any consent, exemption, approval or license of any Governmental Authority, that applies in whole or in part to JAG, Exchangeco, the Company, the Company Shareholders, the Business or the way the Business is carried on;

" Assets " means all of the assets, real and personal, tangible and intangible, and undertaking of the Company, including those tangible and intangible assets reflected in the Financial Statements;

" Benefit Plans " means all bonus, deferred compensation, incentive compensation, share purchase and share option, severance or termination pay, medical or dental benefits, life or other insurance, disability, vacation, employee assistance, pension, retirement, and each other employee benefit plan or agreement (whether oral or written) sponsored, maintained or contributed to or required to be contributed to by the Company for the benefit of any of the employees of the Business;

" Books and Records " means the accounting records and all books, records, books of account, sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae, business, engineering and consulting reports and research and development information and plans and projections of or relating to the Company or the Business and all other documents, files, records, correspondence, and other data and information, financial or otherwise, which are relevant to the Company or the Business, including all data and information stored electronically or on computer related media;

" Business " means the business carried on by the Company, which includes the research, development and distribution of products targeting the immunoassay segment of the in vitro diagnostics testing market, such as the Company’s QL Care Analyzer and its battery of cardiovascular tests and the Company’s proprietary paramagnetic beads;

" Business Day " means a day other than a Saturday, Sunday, or statutory or civic holiday in Toronto, Ontario;

" Callco " means CardioGenics Callco Inc., a corporation organized under the laws of the province of Ontario, Canada;

" Canadian Securities Laws " means the Securities Act (Ontario) and any other Canadian securities rules, regulations, laws, national instruments or policies;

" Closing " means the completion of the sale to, and purchase by, Exchangeco of the Shares, and the completion of all other transactions contemplated by this Agreement which are to occur contemporaneously with the purchase and sale of the Shares;

" Closing Date " means June 30, 2009 or such other date as JAG and the Company agree in writing that the Closing shall take place;

" Closing Document " means any document delivered at or subsequent to the Closing Time, including any document as provided in or pursuant to this Agreement;

" Closing Time " means 2:00 p.m. on the Closing Date or such other time on that date as the parties agree in writing that the Closing shall take place;

“Company Debenture” has the meaning ascribed to that term in Section 3.1.2

“Company Disclosure Schedule” means the disclosure schedule to be provided by the Company and the Principal Shareholder to Exchangeco and JAG, on a date prior to the Closing to be agreed upon by JAG and the Company;

“Company Options” has the meaning ascribed to that term in Section 3.1.2

“Company Shareholders” has the meaning ascribed to that term in the Recitals;

“Company Shareholder Exchange Election” means the notice to be provided by each Company Shareholder in accordance with Section 2.4.2 of this Agreement and pursuant to  which each Company Shareholder shall irrevocably elect to receive either JAG Common Shares or Exchangeable Shares in exchange for their Purchased Shares;

“Company Shareholder Exchange Notice” means the notice in the form contained in Annex 1 to be furnished by each Company Shareholder in accordance with Section 2.4.1 of this Agreement;

“Company Warrants” has the meaning ascribed to that term in Section 3.1.2.

" Condition of the Business " means the condition of the Company including the Assets, liabilities, operations, activities, earnings, affairs and financial position of the Company;

" Contracts " means any contract, arrangement, agreement, license or equipment lease to which the Company is a party or by which it is bound, or any other obligations of the Company, written or oral, which, in each case, involve aggregate payments to or by the Company in excess of $25,000 per annum;

" Contractual Rights " means the full benefit of all unfilled customer purchase orders, quotations, tenders for contracts which remain open for acceptance, and entitlements and engagements to which the Company is entitled, whether written or oral, including any deposits made in connection therewith, and forward commitments of the Company for supplies or materials entered into in the ordinary course, which in each case involve aggregate payments to or by the Company in connection with the Business in excess of $25,000 per annum;

“Debenture Holder” has the meaning ascribed to that term in Section 4.13 of this Agreement.

“Debenture Notice” means the notice to be furnished by the holder of each Company Debenture in accordance with Section 4.13 of this Agreement.

" Defending Party " has the meaning ascribed to that term in Section 6.7;

" Encumbrance " means any encumbrance of any kind whatever and includes a security interest, mortgage, lien, hypothecation, pledge, assignment, charge, security under Section 426 or Section 427 of the Bank Act (Canada), trust or deemed trust or any other right or claim of others of any kind whatever affecting the Assets and any restrictive covenant or other agreement, restriction or limitation (registered or unregistered), on the use of the Assets and any rights or privileges capable of becoming any of the foregoing;

" Equipment "   means   all fixed assets and tangible personal property owned or leased by the Company;

" Exchange Act " means the Securities and Exchange Act of 1934, as amended, or any successor law and regulations and rules issued pursuant to that Act or any successor law;

“Exchange Rights Agreement” means an agreement among JAG, Exchangeco, and the Company Shareholders acquiring Exchangeable Shares to be entered into prior to the Closing, but only if deemed necessary by JAG, Exchangeco and the Company, and which enables Exchangeco to fulfil its obligations to the Exchangeable Shares shareholders to the extent such obligations are not addressed in the Support Agreement.

" Exchangeable Shares " means the exchangeable shares to be created in the capital of Exchangeco;

" Final Determination " means, with respect to any determination made by a Taxing Authority, a final determination after all appeal rights with respect to that determination have been exhausted or all time periods for appeals from that have expired without appeals having been taken;

“Financial Statements " means the consolidated financial statements of the Company, prepared in accordance with U.S. GAAP, consisting of the consolidated balance sheet of the Company for the fiscal years ended October 31 ^st in each of the years 2007 and 2008 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the years then ended and the unaudited consolidated financial statements of the Company consisting of the balance sheet of the Company as at January 31, 2009, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the three-month period then ended;

" Governmental Authority " means any domestic or foreign government whether federal, provincial, state or municipal and any governmental agency, governmental authority, governmental tribunal or governmental commission of any kind whatever, including securities regulators;

" GST " means all goods and services taxes, sales taxes levied by the federal government of Canada, value added taxes or multi-stage taxes and all provincial sales taxes integrated with such federal taxes, assessed, rated or charged upon the Company;

" including " means " including without limitation " and the term " including " shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it;

" Intellectual Property "   means the Company's copyright, software, patents, trade-marks, rights in or to processes, know-how, show-how, methods, trade secrets, industrial designs, and any other industrial or intellectual property rights, anywhere in the world, including any of the forgoing relating to the Company’s QL Care Analyzer and any related tests (whether or not fully developed), the Company’s proprietary paramagnetic beads and any other devices, inventions or intellectual property of any kind, whether or not registered or registrable, including any reissues, divisions, continuations, continuations-in-part, renewals, improvements, translations, derivatives, modifications and extensions of any of the foregoing;

" Inventory " means all inventories of raw materials, work-in-progress, stock-in-trade, finished goods, supplies, packaging and advertising and publicity materials of the Company, wherever located, and whether on consignment or not;

" JAG Common Shares " means all classes of common stock of JAG, excluding, however, any Series 2 Class B and Series 3 Class B common stock of JAG;

" JAG Disclosure Schedule " means the disclosure schedule to be provided by JAG to the Company, on a date prior to the Closing to be agreed upon by JAG and the Company;

“JAG Executives” means Thomas J. Mazzarisi and Stephen J. Schoepfer the sole directors and executive officers of JAG.

" JAG Financial Statements " means the audited financial statements of JAG as contained in Form 10-K for the year ended July 31, 2008 and its interim financial statements as set forth on its Form 10-Q for the three-month period ended January 31, 2009;

“Notice Date” has the meaning ascribed to that term in Section 2.1.4;

" Notice Period " has the meaning ascribed to that term in Section 6.6;

"Order" means any written order, judgment, injunction, decree, award or writ of any court, tribunal, arbitrator or Governmental Authority;

" ordinary course " when used in relation to the conduct of the Business means any transaction which constitutes an ordinary day-to-day business activity of the Company conducted in a commercially reasonable and businesslike manner consistent with the Company's past practices;

“Other Company Shareholders” has the meaning ascribed to that term in the Recitals.

" Per Share Purchase Price " has the meaning ascribed to that term in Section 2.2;

" Pre-Closing Period " has the meaning set forth in Section 4.1(a);

" Prime Rate " means the rate of interest per annum established by the TD Bank from time to time as the reference rate of interest for the determination of interest rates that the TD Bank charges customers of varying degrees of creditworthiness in Canada for Canadian dollar loans made by it in Canada and payable on demand and referred to as the "Prime Rate";

“Principal Shareholder Shares” has the meaning ascribed to that term in the Recitals;

" Private Placement " means the private placement for common shares of the Company in aggregate value not less than $1,500,000 closing on the Closing Date;

" Purchase Price " means the purchase price to be paid by Exchangeco to the Company Shareholders as provided in Section 2.2;

" Purchased Shares "   has the meaning ascribed thereto in Section 2.1;

" Related Party " means any one of the Company or the Company Shareholders or, if applicable, any member of his or her immediate family or any Affiliate of the foregoing;

“Remaining Company Shares” has the meaning ascribed to that term in the Recitals.

" Related Agreements " means the Support Agreement and Exchange Rights Agreement;

" Representative " means officers, directors, employees, agents, legal counsel, accountants, advisors and representatives;

" SEC Documents " has the meaning set forth in Section 3.2.6;

" Securities Act " means the Securities Act of 1933, as amended, or any successor law and regulations and rules issued pursuant to that Act or any successor law;

" Shivas Shares " means the 161,269 common shares of the Company owned by Russell Shivas;

" Support Agreement " means an agreement between the Company Shareholders acquiring Exchangeable Shares, Exchangeco and JAG to be entered into prior to the Closing and which enables Exchangeco to fulfil its obligations to provide JAG   common stock pursuant to the terms of the Exchangeable Shares;

" Taxes " means all taxes and related governmental charges (including assessments, charges, duties, rates, fees, imposts, levies or other governmental charges and interest, penalties or additions associated therewith) including Canadian federal, provincial, municipal and local, foreign or other income, franchise, capital, real property, personal property, tangible, withholding, payroll, employer health, transfer, sales, use, consumption, excise, anti-dumping, countervail and value added taxes, all other taxes of any kind for which the Company may have any liability imposed by Canada or any province, municipality, country or foreign government or subdivision or agency thereof, whether disputed or not and all Canada Pension Plan contributions and unemployment insurance premiums;

" Taxing Authority " means Canada Customs and Revenue Agency, Excise and Taxation, any other taxing authority or a court of competent jurisdiction from which no further appeal may be made if the determination of Canada Customs and Revenue Agency, Excise and Taxation, or such other taxing authority is appealed;

" Transmission " has the meaning ascribed to that term in Section 7.4(c); and

"U.S. GAAP" means generally accepted accounting principles in the U.S., consistently applied.

The division of this Agreement into Sections and Subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the parties. This Agreement may be amended, modified or supplemented only by a written agreement signed by each party.

This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws, rule or principle which might refer such interpretation to the laws of another jurisdiction).  Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Ontario with respect to any matter arising hereunder or related hereto.

Unless specified otherwise, reference in this Agreement to a statute refers to that statute as it may be amended, or to any restated or successor legislation of comparable effect.

In this Agreement, words in the singular include the plural and vice versa and words in one gender include all genders.

Unless specified otherwise, all statements of or references to dollar amounts in this Agreement are to lawful money of the United States.

Any reference to the knowledge of Exchangeco or JAG shall mean the actual knowledge of either of the JAG Executives, after reviewing all relevant records and making due inquiries.  Any reference to the knowledge of the Company or the Principal Shareholder shall mean the actual knowledge, information and belief of Gawad after reviewing all relevant records and making due inquiries.

The following Annexes form a part of this Agreement:

All representations, warranties, covenants, obligations and liabilities of the Company and the Principal Shareholder, on the one hand, and JAG and Exchangeco, on the other hand, in this Agreement or any Closing Document are independent representations, warranties, covenants, obligations and liabilities of each party and are several and not joint.

Exchangeco agrees to purchase all of the issued and outstanding common shares in the capital of the Company as of the Closing, other than the Shivas Shares (the " Purchased Shares "), and the Principal Shareholder agrees to (a) sell and transfer the Principal Shareholder Shares to Exchangeco and (b) cause the Other Company Shareholders to sell and deliver to Exchangeco the Remaining Company Shares, on the terms and conditions contained in this Agreement.

The purchase price for each Purchased Share shall be U.S.$0.03553 per share (the " Per Share Purchase Price ") for an aggregate purchase price of U.S.$15,000,184.00 (the " Purchase Price ). The Purchase Price shall be allocated, paid and satisfied by Exchangeco issuing and delivering (or causing to be issued and delivered by JAG’s transfer agent) to the Company Shareholders of record as of the Closing Time their pro-rata number of Exchangeable Shares or JAG Common Shares (as elected by each Company Shareholder) to which they are entitled pursuant to this Agreement, which shares shall be registered in the name of the Company Shareholders (or as otherwise directed by the Company Shareholders in writing). The sum of the (a) JAG Common Shares issued to the Company Shareholders and (b) number of JAG Common Shares into which the Exchangeable Shares may be exchanged shall not exceed 422,183,610 JAG Common Shares.

In consideration of JAG issuing JAG Common Shares to the Company Shareholders on Closing, on Closing Exchangeco agrees to issue one common share in its capital to or to the order of JAG, such common share to have a value equal to the aggregate value of JAG Common Shares issued to the Company Shareholders, which aggregate value shall be the product of the Per Share Purchase Price multiplied by the number of JAG Shares so issued.  JAG hereby directs Exchangeco to issue such common share to Callco, a wholly-owned subsidiary of JAG.  In consideration of JAG directing such common share to be issued to Callco, JAG will cause Callco to issue one common share in its capital to JAG on Closing, such common share to have a value equal to the Per Share Purchase Price multiplied by the number of JAG Shares so issued.

The Company and the Principal Shareholder shall cause:

2.4.1                      The Company Shareholders of record as of June 1, 2009 (the “ Notice Date ”) to each properly complete, execute and deliver to the Company (which will then, in turn, deliver to JAG and Exchangeco) the Company Shareholder Exchange Notice not later than five (5) Business Days after the Notice Date. If any Company Options or Company Warrants are exercised after the Notice Date and prior to the Closing, the Company and the Principal Shareholder shall cause such new Company Shareholders to, promptly after the exercise of their Company Options and/or Company Warrants, deliver a properly completed and executed Company Shareholder Exchange Notice to the Company for further delivery to JAG and Exchangeco.

2.4.2                      Properly complete, execute and deliver to the Company (which will then, in turn, deliver to JAG and Exchangeco) the Company Shareholder Exchange Election prior to the Closing Time.

2.4.3                      The Company Shareholders to each transfer and deliver to Exchangeco at the Closing Time share certificates representing all of their Purchased Shares duly endorsed in blank (and accompanied by a properly completed and executed stock power in form acceptable to JAG) for transfer against delivery of share certificates representing that number of Exchangeable Shares or JAG Common Shares to which they are entitled under this Agreement.

In order to defer any taxes payable under the Income Tax Act (Canada) by any Company Shareholders in respect of the disposition of any of the Purchased Shares for Exchangeable Shares, each Company Shareholder and Exchangeco agree to file any necessary joint election pursuant to subsection 85(1) of the Income Tax Act (Canada) in the prescribed form and within the prescribed time whereby the proceeds of disposition to the particular Company Shareholder of the Purchased Shares and the cost thereof to Exchangeco shall be deemed to be an amount equal to the adjusted cost base of the Purchased Shares to the particular Company Shareholder for the purposes of the Income Tax Act (Canada) at the Closing Time.  The respective Company Shareholder‘s accountants shall prepare and file these elections.  The applicable parties agree to file corresponding elections pursuant to any relevant provincial taxing statutes.

In connection with issuing the Exchangeable Shares, and in accordance with subsection 24(3) of the Business Corporations Act (Ontario), Exchangeco shall add to its stated capital account maintained for the Exchangeable Shares, an amount equal to the aggregate of each "agreed amount" as specified in the elections referred to in Section 2.5.

If the parties make a determination or any Taxing Authority makes a Final Determination that the adjusted cost base of the Purchased Shares is an amount other than the amount set forth in the election filed pursuant to Section 2.5 of this Agreement, Exchangeco shall forthwith take whatever steps may be necessary or advisable to rectify the addition to the stated capital account in respect of the Exchangeable Shares nunc pro tunc , as of the Closing Time, to reflect the determination.

All JAG Common Shares received by any Company Shareholders pursuant to this Agreement in exchange for their Purchased Shares shall not be registered for resale and, therefore, shall remain subject to the rights and restrictions of Rule 144. All Exchangeable Shares received by any Company Shareholders pursuant to this Agreement in exchange for their Purchased Shares (and any JAG Common Shares into which such Exchangeable Shares may be exchanged) shall not be registered for resale prior to six (6) months following the Closing and, therefore, shall be subject to the rights and restrictions of Rule 144 prior to any such registration.

As at the date of this Agreement and as at the Closing Date, the Company and the Principal Shareholder each represents and warrants to JAG and Exchangeco as set forth in this Section 3.1 and acknowledges that JAG and Exchangeco are relying on such representations and warranties in entering into this Agreement:

Except for Luxspheres Inc. which is inactive and has no material assets or liabilities, the Company does not own any shares in any other corporate body and has no investment or proposed investment in any person which is or would be material to the business and affairs of the Company.

None of the execution and delivery of, or the observance and performance by the Company or the Principal Shareholder of any covenant or obligation under this Agreement or any Closing Document, or the Closing:

No consent, approval, license, permit, Order, authorization, registration or declaration of, or filing with, any Governmental Authority or other person is required by the Company, any of the Company Shareholders or the Principal Shareholder in connection with (a) the Closing, or (b) the execution and delivery by the Company, the Company Shareholders or Principal Shareholder of, and the performance by the Company, the Company Shareholders or Principal Shareholder of their respective obligations under, this Agreement or the Closing Documents to which they are a party.

Except as set out in the Company Disclosure Schedule, there is no claim, demand, suit, action, cause of action, dispute, proceeding, litigation, grievance, arbitration, governmental proceeding or other proceeding including appeals and applications for review, in progress against, by or relating to the Company, any Company Shareholders or the Principal Shareholder or affecting the Assets or the Business nor are any of the same pending or, to the knowledge of the Company or the Principal Shareholder, threatened.  There is not at present, outstanding or pending against the Company, any of the Company Shareholders or the Principal Shareholder, any Order that materially and adversely affects the Business or the Assets in any way or that in any way relates to this Agreement or the transactions contemplated hereby.

The Financial Statements will be prepared in accordance with U.S. GAAP and:

Since January 31, 2009:

Since January 31, 2009, the Company has not:

All material Contracts and the Contractual Rights are in full force and effect and are in good standing and the Company is entitled to all benefits thereunder and is not dependent upon the guarantee of any security by a third party.  A list of material Contracts and Contractual Rights is set forth in the Company Disclosure Schedule. The Company has complied with all material terms thereof, has paid all amounts due thereunder, has not waived any material rights thereunder and no default or breach exists in respect thereof on the part of any of the parties thereto and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach.   All amounts payable to the Company under the material Contracts and Contractual Rights are still due and owing to the Company without any right of set off.  The Company is not a party to any material Contract or Contractual Right which it does not have the capacity to perform.

All accounts receivable have been accurately recorded in the books of the Company are bona fide and are good and collectible at the full face value thereof, without discount, rebate, set-off or counterclaim, except for proper and sufficient allowances for doubtful accounts provided for in the books of the Company and in the Financial Statements.  The Company's rights in respect of each account receivable and under the security related thereto will be enforced by the Company in accordance with normal business practices and will not be waived, modified or compromised in any manner.

All material tangible Assets of the Company are in good working condition and good repair having regard to their use and age.

The Company is not a party, either directly or by operation of law, to any collective agreement.  No trade union or any person holds bargaining rights with respect to any of the employees.  There are no threatened or pending union organizing activities involving the employees.

The Company has had the Assets insured by reputable insurers against loss or damage as is appropriate to the Business and the Assets, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets.  All such policies of insurance are in full force and effect and the Company is not in material default, whether as to the payment of premium or otherwise, under the terms of any such policy.

Except as set forth in the Company Disclosure Schedule, no Intellectual Property has been registered by or on behalf of the Company or the Principal Shareholder, nor have any applications for registration been filed in any jurisdiction.

The Company has the right to use and is the owner of all Intellectual Property and, in respect of copyrighted works, has obtained a waiver of moral rights from all authors of such works.  For greater certainty, no Related Party other than the Company has any ownership or other right in the Intellectual Property.  Any Intellectual Property not owned but being used by the Company is being used only with the consent of or license from the rightful owner thereof and all such licenses are in full force and effect.  No Seller has knowledge of any claim of adverse ownership in the Intellectual Property.

The Intellectual Property is sufficient and complete to enable the Company to carry on the Business as presently conducted.  There are no issues known to the Company affecting the Company's ability to continue to develop, maintain, support, and exploit the Intellectual Property that would have a material impact on the Business.

To the knowledge of the Company, there is no claim that any products or services developed, manufactured, produced, used or sold by the Company or any process, method, packaging, advertising, or material that the Company employs in the manufacture, marketing, or sale of any such product, or the provision of any services by the Company, breaches, violates, infringes or interferes with any rights of any person.

To the knowledge of the Company, there are no infringements of, passing-off related to, or other interference by third parties with any software or inventions owned by the Company.

The Company has taken commercially reasonable precautions and made commercially reasonable efforts to protect the Company's trade secrets and secure the confidentiality of its customer lists, and other proprietary information.

No royalty or other fee is required to be paid by the Company to any other Person in respect of the Intellectual Property and there are no restrictions on the ability of the Company to exploit or assign all rights in the Intellectual Property.

There are no notices of assessment or any other communications related thereto which the Company has received from any workplace safety and insurance board or similar authorities and there are no assessments which have not been paid or accrued on the date hereof, and there are no facts or circumstances which may result in a material increase in liability to the Company from any applicable workers' compensation legislation or applicable employee health and safety, training or similar legislation, regulations or rules after the Closing Time.

There are no claims against the Company in connection with product or service warranties or the production or sale of defective or inferior products or the provision of inferior services.

The Company is not a party to or bound or affected by any commitment, agreement or document which limits the freedom of the Company to compete in any line of business, transfer or move any of the Assets or operations or which does or could materially and adversely affect the business practices, operations or Condition of the Business or the continued operation of the Business after the Closing.

The Company, the Company Shareholders and the Principal Shareholder are not partners, co-tenants, joint venturers or otherwise a participant in any partnership, joint venture, co-tenancy or other jointly owned business undertaking which competes with the Company.

The Books and Records fairly and correctly set out and disclose in all material respects the financial position of the Company in accordance with good business practice and all material financial transactions relating to the Business have been accurately recorded in such Books and Records.

The Company is registered for purposes of Part IX of the Excise Tax Act (Canada).

No licenses or permits of any Governmental Authority are necessary for the operation of the Business other than licenses or permits required by businesses in general.

The Company has duly filed or will duly file, on a timely basis, all tax returns and notices required to be filed by it and has paid all material Taxes which are due and payable or have been alleged to be due on or prior to the date hereof (whether or not shown on any tax return), except for Taxes being contested in good faith. Adequate provision has been made in the Financial Statements for all Taxes payable for the current taxation year for which tax returns are not yet required to be filed and for all Taxes relating to taxation years ending on or before the date hereof.  There are no material tax deficiencies or material interest or penalties accrued or accruing, or alleged to be accrued or accruing which have not been provided for.  There are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or the payment of any Taxes by the Company.  There are no actions, suits, proceedings, investigations or claims, threatened or pending against the Company in respect of Taxes, nor are there any matters under discussion with any Governmental Authority relating to Taxes by any such authority.  The Company has duly collected and remitted all Taxes it was required to collect and remit.  The Company has not received a refund or credit for Taxes to which it was not entitled. The Company has withheld from each payment made to any of its officers, directors, employees, shareholders or creditors or any non-residents within the meaning of that term as used in the Income Tax Act (Canada), all Taxes and other amounts which it is required by the laws to which it is subject to withhold or deduct and has duly remitted all Taxes and amounts so withheld o