ASSET AND SHARE PURCHASE AGREEMENT

1.

Sale of Assets and Shares

1.1

On the basis of the terms and conditions set out herein, the Vendor hereby agrees to sell and transfer the Assets to the Purchaser on an “as is where is” basis and the Purchaser hereby agrees to purchase and accept the Assets from the Vendor effective on the Closing Date (as defined herein).

1.2

The purchase price for the Assets and the Shares is $400,000 (the “ Purchase Price ”) to be paid by way of certified cheque, bank draft, or wire transfer by the Purchaser to the Vendor on the Closing Date (as defined herein).

1.3

The Purchaser shall complete, execute and deliver to the Vendor on the Closing Date the Accredited Investor Questionnaire attached hereto as Schedule “C” to this Agreement (the “Questionnaire”).

1.4

Upon the later of five business days after the Closing Date and the date that the Vendor receives the completed and executed Questionnaire, the Vendor shall issue the Shares to the Purchaser.

1.5

The Purchaser agrees to be responsible for the timely payment of any sales tax that is applicable to this transaction.

1.6

The closing of the transaction contemplated by this Agreement shall take place at San Diego, California on June 27, 2011 or such other date as the parties hereto mutually agree (the “ Closing Date ”).

1.7

On the Closing Date, the Vendor shall execute and deliver to the Purchaser all such documents as shall be necessary to effectively transfer the Assets to the Purchaser, free and clear of all pledges, liens, charges, security interests, leases, title retention agreements, mortgages, options, adverse claims or encumbrances of any kind or character whatsoever (an “ Encumbrance ”), or any contract to create any of the foregoing, unless such Encumbrance is permitted by the Purchaser.

1.8

The Purchaser hereby agrees that it is purchasing the Assets in their AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to and has conducted such investigations and inspections of the Assets as it has deemed necessary or appropriate for the purposes of this Agreement.

1.9

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE VENDOR DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, STATEMENTS, WARRANTIES, OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE ASSETS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) ANY WARRANTIES REGARDING THE CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE ASSETS AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.

1.10

Notwithstanding any other provision of this Agreement, the Vendor will retain the exclusive use and possession of the Assets until such time as it has notified the Purchaser in writing that it no longer requires such use of the Assets (the “ Notice ”).

1.11

During the time that the Vendor retains the exclusive use and possession of the Assets pursuant to Section 1.10 after the Closing Date, the Vendor will continue to use the Assets in the same manner as before the Closing Date and the Vendor may use the Assets for ongoing testing and development of its Greensteam ^TM process and technology.

1.12

The Vendor will be deemed to have delivered the Notice effective on June 30, 2012, if it has not delivered the Notice to the Purchaser by June 30, 2012 and has not exercised its Buy-Back Option pursuant to Section 2.1.

1.13

Upon the Vendor delivering the Notice, the Purchaser shall assume the Vendor’s obligations under Section 3.3.9 of the Program Agreement dated March 31, 2008 between Aera Energy LLC and Global Greensteam LLC (the “ Program Agreement ”) which is attached hereto as Schedule “B”. Without limiting the generality of the foregoing, upon the Vendor delivering the Notice to the Purchaser, the Purchaser shall remove the Assets from the Site (such term is defined in Schedule “A”). The Purchaser agrees to indemnify and hold harmless the Vendor from and against any and all loss, liability, claim, damage and expense whatsoever (including, without limitation, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, whether arising out of any action between Area Energy LLC and the Vendor) for any claim relating to Section 3.3.9 of the Program Agreement or the Purchaser’s obligations under this section of the Agreement.

2.

Buy-back of the Assets

2.1

At any time on or before December 31, 2011, the Vendor shall have the option to repurchase the Assets from the Purchaser (the “ Buy-Back Option ”) for the sum of $400,000.

2.2

The Vendor shall exercise the Buy-Back Option by delivering a written notice (the “ Buy- Back Notice ”) to the Purchaser on or before December 31, 2011 stating that the Vendor wishes to exercise the Buy-Back Option and a date for the closing of the Buy-Back Option with such date to be not more than fifteen (15) business days from the date the Vendor delivered the Buy-Back Notice.

3.

License

3.1

Upon the Vendor delivering the Notice to the Purchaser, the Vendor shall grant to the Purchaser a non-exclusive license (the “ License ”) to use the Vendor’s technology relating to its Greensteam process with, and only with, the Assets.

3.2

The License is not transferable without the written consent of the Vendor.

3.3

Upon the granting of the License, the Vendor and the Purchaser shall enter into a license agreement (the “ License Agreement ”), which License Agreement will, upon execution, replace and supersede this Agreement as it relates to the License. The Vendor and the Purchaser acknowledge that the License Agreement will contain the covenants and conditions set out herein and such other additional representations, warranties and terms that are normally included in transactions similar to those contemplated by the License.

4.

Representations and Warranties

4.1

The Vendor represents and warrants to the Purchaser that:

(a)

the Parent is a company duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to enter into and perform its obligations under this Agreement;

(b)

the Subsidiary is a company duly organized, validly existing and in good standing under the laws of the State of California and has full power and authority to enter into and perform its obligations under this Agreement;

(c)

the Vendor owns, possesses and has good marketable title to the Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances and other claims;

(d)

the execution and delivery by the Vendor of this Agreement and the performance by the Vendor of its obligations hereunder, has been duly authorized by all necessary action on the part of the Vendor and no further authorization is or was necessary therefore, and does not and will not conflict with or result in a breach of its organizational documents, any law applicable to or binding on the Vendor, or any contractual restriction binding on or affecting the Vendor; and

(e)

this Agreement has been duly executed and delivered by the Vendor, and this Agreement constitutes legal, valid and binding obligations of the Vendor enforceable against it in accordance with its terms, subject only to:

(i)

any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and

(ii)

general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.2

The Purchaser warrants and represents to the Vendor that the Purchaser has the authority to enter into this Agreement and to purchase the Assets in the manner contemplated by this Agreement.

5.

Arbitration

5.1

If any controversy, dispute, claim, question or difference arises with respect to this Agreement or its performance, enforcement, breach, termination or validity, the matter will be settled or resolved according to the arbitration provisions set forth in this Section 5.

(a)          An arbitration will be commenced by a party giving a written notice to the other party containing a statement of the issue in dispute, a description of the claim being made and a statement that a dispute is being submitted to arbitration. The arbitration will be held in San Diego County, California pursuant to the JAMS Streamlined Arbitration Rules & Procedures in effect on the Closing Date, before a single arbitrator. The parties will appoint the arbitrator by agreement within fifteen (15) business days after the notice commencing the arbitration, failing which the arbitrator will be appointed by JAMS upon application by either Party. Each Party, unless materially prejudiced thereby, shall endeavor in good faith to tender its respective claim(s) or dispute(s), and evidence, to the arbitrator for decision as expeditiously as reasonably feasible, and by means of written submissions and evidence (including where appropriate declarations under penalty of perjury in compliance with applicable California law) and waiver of hearing pursuant to JAMS Rule 18. The arbitrator’s decision and award will be final and binding and may be entered in any court having jurisdiction over the enforcement of such award. The arbitrator will not have the power to award any punitive damages. In order to prevent irreparable harm, the arbitrator may grant temporary or permanent injunctive or other equitable relief in accordance with the rules of equity; and

(b)          each Party shall bear its own attorneys' fees and costs in connection with the arbitration.

6.

Miscellaneous

6.1

The Purchaser acknowledges that:

(a)

this Agreement was prepared by Clark Wilson LLP for the Vendor;

(b)

Clark Wilson LLP received instructions from the Vendor and does not represent the Purchaser;

(c)

the Purchaser has been requested to obtain his own independent legal advice on this Agreement prior to signing this Agreement;

(d)

the Purchaser has been given adequate time to obtain independent legal advice;

(e)

by signing this Agreement, the Purchaser confirms that he fully understands this Agreement; and

(f)

by signing this Agreement without first obtaining independent legal advice, the Purchaser waives his right to obtain independent legal advice.

6.2

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