SALE AGREEMENT

(1)

James Elphinstone Reed, Neil Arthur Pursell, Adrian John Sumnall and Neil Proctor (The holders of the entire issued share capital of ACE TELECOM LIMITED (Registered No. ................ ) whose registered office is at 33 Lawton Street Congleton (“the Vendors”)

(2)

TRICELL INC whose registered office is ................ (Company Number ............) (“the Purchaser”)

(3)

ACE TELECOM LIMITED (Registered No. ................ ) whose registered office is at 33 Lawton Street Congleton (“the Company”)

A

The Vendors are the registered holders and beneficial owner of 4 fully paid up ordinary shares of £1 each in the capital of Ace Telecom Limited, being the entire issued share capital

B

The Vendors desire to sell the Sale Shares (hereinafter defined) and the Purchaser desire to buy the same on the terms hereinafter appearing

1.

Definitions and Interpretation

1.1

In this Agreement:

1.2

Reference in this Agreement to any statutory provision shall include reference to any statutory modification or re-enactment thereof for the time being in force and any statutory instruments or order made pursuant thereto.

1.3

Where the context permits the singular shall include the plural and vice versa and the masculine shall include the feminine

1.4

The heading of clauses in this Agreement are for convenience of reference only and shall be disregarded in the interpretation of this agreement.

1.5

This Agreement shall be construed and interpreted in all respects in accordance with the Law of England and to the exclusive jurisdiction of which the parties hereto agree to submit.

1.6

Any statement in Schedule 1 (Warranties) which is qualified as being made “so far as the Vendors are aware” or “to the best of the knowledge information and belief of the Directors” or any similar expression has been so qualified after due and careful enquiries by the Vendors as are reasonable in the circumstances

2.

Sale of Shares

2.1

The Vendors hereby sell with full title guarantee and the Purchaser hereby purchases, free from all liens, charges and encumbrances and together with all benefits and rights now or hereafter attaching thereto the Sale Shares.

3

Completion and Consideration

3.1

the Vendors shall deliver to the Purchaser a stock transfer form sufficient in every respect to transfer to the Purchasers the legal title to the Sale Shares together with appropriate share certificates

3.2

as Consideration for the sale of the Sale Shares and the promises contained herein given by the Vendors, the Purchaser shall issue 1,000,000 two year restricted shares in Tricell inc to the Vendors, by way of issuance of 250,000 to each Vendor

3.3

the Vendors will each individually enter into employment contracts with Ace Telecom Trading Limited the terms of which are embodied in a separate contract

3.4

should the vendors, or any one of the vendors, cease employment with the company, during the first year from the Completion Date, the vendors, or any one of the vendors will return to Tricell Inc the purchase shares on a pro rata basis.

4

Vendors Undertakings

4.1

With effect from the Completion the Vendors shall for so long as it remains the holder of any Sale Shares hold them as a bare trustee for the Purchaser.

5

Warranties and Tax Covenant

5.1

In consideration of the Purchaser entering into this Agreement and subject to the provisions of clause 6 below the Vendors warrants to the Purchaser the terms set out in Schedule 1 hereto (“the Warranties”)

5.2

The Vendors covenants with the Purchaser in the terms of the Tax Covenant (“the Tax Covenant”) as set out in Schedule 2 which shall take effect from Completion.

6

Limitation of Liability

6.1

The liability of the Vendors in respect of any breach of the Warranties shall be limited as follows:

6.1.1

The aggregate maximum liability of the Vendors in respect of all and any claims under the Warranties shall in no event exceed the one million shares paid by the purchaser

6.1.2

Each Vendor shall only be liable to the Purchaser to a maximum of 250,000 shares

6.1.3

The liability of the Vendors in respect of the Warranties shall cease on 30 ^th June 2006

6.2

No claim under the Warranties shall be deemed to have been made unless notice of such claim was made in writing to the Vendors specifying in reasonable detail the event of default to which the claim relates and the nature of the breach and the amount claimed

6.3

If the Purchaser and the Company or either of them are entitled to make a claim in respect of any act, event or default both under the Warranties and under the Tax Covenant the claim shall first be made under the Warranties and any amount payable to the Purchaser or the Company under the Tax Covenant shall be reduced to the extent of the claim.

6.4

The Purchaser shall provide to the Vendors and its professional advisors reasonable access to the Company’s premises and personnel and to any relevant assets documents and records within their power possession or control for the purposes of investigating the subject matter of any Warranty Claim and enabling the Vendors to take such action as referred to in the next clause below and shall allow the Vendors and its advisors acting reasonably to take copies of any relevant documents or records

6.5

The Purchaser shall allow the Vendors (using professional advisors nominated by the Vendors) acting fairly and reasonably to take such action and institute and conduct such proceedings on behalf of the Company and or the Purchaser as the Vendors may request to dispute resist appeal compromise defend remedy or mitigate the subject matter of any claim under the Warranties and the Vendors shall fully indemnify the Purchaser and the Company against all costs and expenses incurred as a result of any action taken by the Vendors pursuant to this clause

6.6

The Purchaser shall not admit liability in respect of or compromise or settle the subject-matter of any claim under the Warranties without the prior written consent of the Vendors (such consent not to be unreasonably refused or withheld)

7

Non Competition

7.1

For the purpose of assuring to the Purchaser the full benefit of the business and goodwill of the Company each of the Vendors undertakes by way of further consideration for the obligations of the Purchaser under this Agreement as separate and independent agreements that he/she will not:

7.1.1

compete with the business so long as employed by Ace Telecom Trading Limited and for a period of six months thereafter

7.1.2

at any time after Completion disclose to any person, or himself use for any purpose, and shall use his best endeavours to prevent the publication or disclosure of, any information concerning the business, accounts or finances of the Company or any of its clients’ or customers’ transactions or affairs, which may, or may have, come to his knowledge;

7.1.3

act so as to compete with the Business solicit business from or canvass any Customer or Prospective Customer in respect of the Business;

7.1.4

act so as to compete with the Business accept orders from, act for or have any business dealings with, any Customer or Prospective Customer in respect of the Business;

7.1.5

act to solicit or induce or endeavour to solicit or induce a an Employee to cease working for or providing services to the Business, whether or not any such person would thereby commit a breach of contract;

7.1.6

act to solicit or induce or endeavour to solicit or induce any Supplier to cease to deal with the Business nor interfere in any way with any relationship between a Supplier and the Business or the Purchaser; and

1

Corporate matters

1.1

The Sale Shares constitute the whole of the issued and allotted share capital of the Company.

1.2

The Company has one subsidiary Ace Telecom Trading Ltd which is the trading company

1.3

There are no agreements or arrangements in force, other than this agreement, which grant to any person the right to call for the issue, allotment or transfer of any share or loan capital of the Company.

1.4

The register of members and other statutory books of the Company have been properly kept and contain an accurate and complete record of the matters with which they should deal; and no notice or allegation, that any of them is incorrect or should be rectified, has been received.

1.5

All returns, particulars, resolutions and documents required to be filed with the Registrar of Companies in respect of the Company have been duly filed and were correct.

2

Accounting matters

2.1

The Last Accounts:

2.1.1

give a true and fair view of the assets, liabilities (including contingent, unquantified or disputed liabilities) and commitments of the Company at the date of the Last Accounts and its profits for the financial period ended on that date;

2.1.2

fairly reflect the financial position of the Company as at their date.

2.3

All the accounts, books, ledgers, financial and other records, of whatsoever kind, of the Company are in its possession and give a true and fair view of its financial position.

3

Financial matters

3.1

The Company had no capital commitments outstanding at the Last Accounts Date and the Company has not, since then, incurred or agreed to incur any capital expenditure. The company has agreed to dispose of its freehold property.

3.2

The Company has not, since the Last Accounts Date, repaid, or become liable to repay, any indebtedness in advance of its stated maturity.

3.3

There are no liabilities (including contingent liabilities) which are outstanding on the part of the Company other than those incurred in the normal course of trading, since the Last Accounts Date.

3.4

So far as the Directors are aware the amounts now due from debtors will be recoverable in full in the normal course of business

3.5

The Company has, since the Last Accounts Date, paid its creditors in the normal course of business

3.6

No guarantee, or agreement for indemnity or for suretyship given by the Company is outstanding.

4

Taxation matters

4.1

All returns, computations and payments which should be, or should have been, made by the Company for any taxation purpose have been made within the requisite periods and are up-to-date, correct and on a proper basis

4.2

The Company has duly deducted and accounted for all amounts which it has been obliged to deduct in respect of taxation and, in particular, has properly operated the PAYE

system, by deducting tax, as required by law, from all payments made, or treated as made, to its employees or former employees, and accounting to the Inland Revenue for all tax so deducted and for all tax chargeable on benefits provided for its employees or former employees.

4.3

The Company is not, nor will it become, liable to pay, or make reimbursement or indemnity in respect of, any taxation (or amounts corresponding thereto) in consequence of the failure by any other person to discharge that t