SHARE EXCHANGE AGREEMENT

WHEREAS:

1.             DEFINITIONS

A.            "Affiliate", with respect to any Person, shall mean at the time in question, any other Person controlling, controlled by or under common control with such Person.

B.             "Contracts" shall mean all contracts, agreements, undertakings, indentures, notes, bonds, loans, instruments, leases, mortgages, commitments or other binding arrangements.

C.             "Material Adverse Effect" shall mean a material adverse effect on the assets, liabilities, business, property, operations, prospects, results of operations or condition (financial or otherwise) of the relevant Person.

D.            "Permits" shall mean all licenses, permits, orders, approvals, registrations, authorizations, qualifications and filings with and under all Federal, state, local or foreign laws and governmental or regulatory bodies.

E.             "Person" shall mean any individual, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental, judicial or regulatory body or other entity.

2.             PURPOSE

3.             REPRESENTATIONS AND WARRANTIES OF GLOBAL

Global hereby represents and warrants to the Shareholders that:

A.              Organization.      Global is a corporation duly organized, validly existing and in good standing, under the laws of the State of Nevada with all requisite power and authority to enter into, and perform its obligations under this Agreement.  Global is duly qualified or otherwise authorized as a foreign corporation to transact business and is in good standing in each jurisdiction in which it transacts business.

B.              Authority.     This Agreement has been duly executed and delivered by Global and constitutes a valid and binding agreement of Global enforceable against Global in accordance with its terms.  The execution and performance of this Agreement will not violate or result in a breach of, or constitute a default in any agreement, instrument, judgment, order or decree to which Global is a party or to which the Global Shares are subject.

C.            Capitalization.   Schedule 3.C sets forth the authorized capitalization of Global.  All of the outstanding shares of common stock of Global are duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.

D.             Certificates of Incorporation and Bylaws.   Global has heretofore delivered to the Shareholders true, correct and complete copies of the Certificates or Articles of Incorporation (certified by the Secretary of State of the State of Nevada) and Bylaws of Global.  The minute book of Global accurately reflects all actions taken at all meetings and consents in lieu of meetings of its shareholders and all actions taken at all meetings and consents in lieu of meetings of its board of directors.

E.              Consents and Approvals.   Except as described below in this subsection 4.E, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof do not require Global to obtain any consent, approval or action of, or make any filing with or give any notice to, any Person.

F.             Legal Status.    The Global Shares are, or upon issuance shall be genuine, validity issued and outstanding, fully paid and non-assessable and are not issued in violation of the pre-emptive rights of any person or of any agreement by which the Global is bound.

G.             Title.   Global will transfer the Global Shares to the Shareholders with good title and no encumbrances or liens thereon.  The Global Shares shall have a restrictive legend restricting the transfer thereof in compliance with the United States federal securities laws.

The Global Shares shall be endorsed thereon with a legend to the following effect and may also be affixed with the required restrictive legends to comply with Canadian securities laws:

“THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED ONLY (i) TO THE COMPANY, (ii) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE 1933 ACT, (iii) IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT, OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED, PRIOR TO ANY SUCH SALE, TRANSFER OR ASSIGNMENT, THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL, IN FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.”

F.              Transfer. Global agrees further to defend, on behalf of the Shareholders and their respective successors, heirs and assigns, as the case may be, the title to the Global Shares.

4.               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS AND   METHES

The Shareholders and METHES represent and warrant to Global that:

A.              Organization.      METHES is a corporation duly organized, validly existing and in good standing, under the laws of the Province of Ontario with all requisite power and authority to enter into, and perform the obligations under this Agreement.  METHES is duly qualified or otherwise authorized as a foreign corporation to transact business and is in good standing in each jurisdiction in which it transacts business.

B.             Authority.     This Agreement has been duly executed and delivered by each of the Shareholders of METHES who is a party to this Agreement and constitutes a valid and binding agreement of each of them enforceable against them in accordance with its terms.  The execution and performance of this Agreement will not violate or result in a breach of, or constitute a default in any agreement, instrument, judgment, order or decree to which any Shareholder is a party or to which the METHES Shares are subject.

C.             Capitalization.   Schedule 4.C sets forth the authorized capitalization of METHES.  All of the METHES Shares are duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights

D.             Certificates of Incorporation and Bylaws.   The Shareholders have heretofore delivered to Global true, correct and complete copies of the Certificates or Articles of Incorporation (certified by the Province of Ontario) and Bylaws of METHES. The minute book of METHES accurately reflects all actions taken at all meetings and consents in lieu of meetings of its shareholders and all actions taken at all meetings and consents in lieu of meetings of its board of directors.

E.              Consents and Approvals.   The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof do not require the Shareholders nor METHES to obtain any consent, approval or action of, or make any filing with or give any notice to, any Person.

F.               Legal Status.    The METHES Shares are genuine, validity issued and outstanding, fully paid and non-assessable and are not issued in violation of the pre-emptive rights of any person or of any agreement by which any of the Shareholders or METHES is bound.

G.             Title.   Upon delivery to Escrow, the METHES Shares shall be delivered with good title and no encumbrances thereon.  The METHES Shares shall have a restrictive legend restricting the transfer thereof in compliance with the Ontario securities laws.

E.               Transfer. The Shareholders and METHES agree further to defend, on behalf of Global and its successors and assigns, the title to the METHES Shares.

5.     COVENANTS AND AGREEMENTS.

A.              Conduct of Business in the Ordinary Course.   From the date hereof through the Closing Date, METHES shall, and the Shareholders shall cause METHES to, conduct the business of METHES in a reasonably prudent and professional manner.

B.              Permits and Services.   From the date hereof through the Closing Date, METHES shall use, and the Shareholders shall cause METHES to use, its best efforts to preserve any Permits in full force and effect and to keep available the services of its present officers, employees, consultants and agents, maintain its present suppliers and customers and preserve its goodwill.

C.             Litigation.   From the date hereof through the Closing Date, the Shareholders shall notify Global promptly of any actions or proceedings that are threatened again METHES or against  any officer, director, employee, properties or assets of METHES.

D.     Due Diligence.   Prior to the Closing Date, Global shall be entitled, through its employees and representatives, to make such investigation of the assets, liabilities, properties, business and operations of METHES and such examination of the books, records, tax returns, results of operations and financial condition of METHES as Global wishes.

E.     Acquisition Proposals.   From the date hereof through the Closing Date, neither any of the Shareholders, nor METHES, nor any of the officers, directors, employees, representatives or agents of METHES, shall, directly or indirectly, solicit, initiate or participate in any way in discussion or negotiations with, or provide any information or assistance to, or enter into any contract with any person or entity or group of persons or entities (other than Global) concerning any merger, consolidation, liquidation, dissolution, or disposition of assets of METHES or any transfer of any of the outstanding securities of METHES (other than the pursuant to the transactions contemplated by this Agreement) (each an "Acquisition Proposal"), or assist or participate in, facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.  The Shareholders and/or METHES shall promptly communicate to Global the terms of any Acquisition Proposal, which he or any such other Person may receive.

F.              Further Assurances.   Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provision hereof and the transactions contemplated hereby.  Each such party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to the Closing as promptly as practicable.

6.     CONDITIONS PRECEDENT TO THE OBLIGATION OF GLOBAL TO CLOSE.

The obligation of Global to enter into and complete the Closing is subject, at Global's option acting in accordance with the provisions of this Agreement with respect to the termination hereof, to the fulfillment on or prior to the Closing Date of the following conditions, any one or more of which may waived by it, to the extent permitted by law.

A.              Representations and Covenants .  The representations and warranties of the Shareholders and METHES contained in this Agreement shall be true and correct on and as of the Closing Date and all subsequent closing dates with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period.  The Shareholders and METHES shall have preformed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Shareholders and/or METHES on or prior to the Closing Date.  The Shareholders and METHES shall have delivered to Global a certificate of the Shareholders and METHES, dated the Closing Date, and signed by the Shareholders and an officer of METHES to the foregoing effect.

B.              Third Party Consents.   All consents, Permits, and approvals from parties to Contracts with METHES or the Shareholders that may be required in connection with the performance by the Shareholders of METHES of their respective obligations under this Agreement or the continuance of such Contracts with the Shareholders or METHES in full and effect after the Closing shall have been obtained.

C.              Lack of Litigation.   No action, suit or proceeding shall have been instituted and be continuing or be threatened by any Person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or those have or could have a Material Adverse Effect on METHES.

D.              No Change in Capitalization.   On the Closing Date, the capitalization of METHES shall be as represented in Schedule 4.C.

E.              Material Information.   This Agreement, the Schedules attached hereto and all other information provided, in writing, by METHES or the Shareholders, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading.  There are no facts or conditions which have not been disclosed to Global in writing which, individually or in the aggregate, could have a material adverse effect on Methes or a material adverse effect on the ability of Methes to perform any of its obligations pursuant to this Agreement.

F.               Financial Statements.