SHARE TRANSFER AGREEMENT

SHARE TRANSFER AGREEMENT

This Agreement dated effective the 23rd day of November, 2007

BETWEEN:

JONATHAN MOORE of
13747 57A Avenue, Surrey, BC, Canada, V3X 2V6

(“Mr. Moore”)

OF THE FIRST PART

AND:

NAOMI MOORE of
13747 57A Avenue, Surrey, BC, Canada, V3X 2V6

(“Mrs. Moore”)

      OF THE SECOND PART

AND:

PAUL C. KIRKITELOS of
111 N. Sepulveda Blvd., Suite 250, Manhattan Beach, CA 90266

(the “Purchaser”)

OF THE THIRD PART

WHEREAS:

A.           The Purchaser is the President, Secretary and Treasurer of the Company, as defined below, and Mr. Moore and Mrs. Moore are the sole directors of the Company;

B.           The Purchaser has agreed to purchase, and Mr. Moore and Mrs. Moore have agreed to sell, all of the shares of the Company owned by Mr. Moore and Mrs. Moore on the terms, and subject to the conditions, as set out in this Agreement,

THIS AGREEMENT WITNESSES THAT in consideration of the premises, and the covenants, agreements, representations, warranties and payments set out and provided for herein, the parties hereto covenant and agree with each other as follows:

1.            INTERPRETATION

1.1                     Where used herein or in any amendments or schedules hereto, the following terms shall have the following meanings:

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1.2                     All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

2.            PURCHASE AND SALE OF SHARES

2.1                     Upon the terms and subject to the conditions of this Agreement, the Vendors hereby agree to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Vendors, the following shares of the Company (collectively, the “Company Shares”), free and clear of all liens, charges and encumbrances whatsoever:

2.2                     In consideration for the sale of the Company Shares by the Vendors to the Purchaser, the Purchaser agrees to pay the purchase price of $124,990 to each of the Vendors, being $249,980 in the aggregate (the “Purchase Price”), upon closing as set out in Sections 5.1 and 5.2 hereto.

3.            COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                          The Purchaser hereby covenants with and acknowledges, represents and warrants to the Vendors as follows, and acknowledge that the Vendors are relying upon such covenants, acknowledgements, representations and warranties in connection with the sale of the Company Shares to the Purchaser:

3.1                     The Purchaser is an executive officer of the Company, is familiar with the business, assets, prospects and financial condition of the Company, has had full opportunity to discuss this information with the Purchaser’s legal, business and financial advisors, and believes that he has received all of the information he considers necessary or appropriate for deciding whether to purchase the Company Shares from the Vendors.

3.1                     The Purchaser acknowledges that the purchase of the Company Shares involves a high degree of risk, and that he can bear the economic risk of an investment in the Company Shares, and has the knowledge and experience necessary to evaluate for himself or with the advise of his legal, business and financial advisors, the merits and risks associated with purchasing the Company Shares from the Vendors.

3.2                     The Purchaser is acquiring the Company Shares for the Purchaser’s own account for investment purposes, with no present intention of dividing his interest with others or reselling or otherwise disposing of any or all of the Company Shares, does not intend any sale of the Company Shares after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance.

3.3                     The Purchaser acknowledges and agrees that the Company Shares are “restricted securities” as contemplated under the Securities Act, which were issued pursuant to an exemption from the registration requirements of the Securities Act. The Purchaser further acknowledges and agrees that the sale of the Company Shares by the Vendors has not been registered under the Securities Act, and that all certificates representing the Company Shares will be endorsed with a legend substantially similar to the following:

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“ THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION. ”

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