Execution Copy - SHARE PURCHASE AGREEMENT

My Organic Baby Inc. (“MOB”), a company incorporated under the laws of the Province of Ontario, operates and carries on, directly and indirectly, the business of distributing organic baby food (the “Business”);

the Vendors are collectively the legal and beneficial owners of 65 common shares in the capital of MOB, such shares being 100% of the issued and outstanding voting shares of MOB (the “MOB Shares”);

the Vendors have agreed to sell and the Purchaser has agreed to purchase the MOB Shares on the terms and subject to the conditions set forth herein; and

following completion of the purchase and sale of the MOB Shares and the redemption by MOB of the Class A Shares (as hereinafter defined) on the date hereof, the Purchaser will be the sole shareholder of MOB.

“Agreement” means this Agreement including the Schedules attached as the same may be amended or supplemented from time to time;

“Assets” means the rights, interests and assets of MOB, tangible and intangible and wherever located, which comprise the Business. Such rights, interests and assets will include, but are not limited to:

all machinery, equipment, furniture, trade fixtures, computers, software, databases, inventory of raw materials, supplies, work in process and finished goods, trademarks, trade names, copyrights, and all other

intellectual and proprietary property owned by MOB and used in connection with the operation of the Business;

all rights under all contracts to which MOB is a party;

all prepaid items of MOB;

all transferable licenses and permits of MOB;

all accounts receivable, loans receivable (and liens in the collateral therefore), and all other current assets of MOB;

all books, records, files and databases of MOB;

all rights of MOB under express or implied warranties from the suppliers of MOB with respect to the Assets, to the extent assignable;

all of MOB’ claims, causes of action, choices in action, rights of recovery and rights of set-off of any kind arising out of the operation of the Business;

all of MOB’ right to receive mail and other communications, including, without limitation, all telephone and facsimile numbers and electronic mail addresses of MOB;

all certifications and approvals, if any, from all certifying agencies issued to MOB and all of MOB’ right to all data and records held by certifying agencies;

the Intangible Assets;

all goodwill of MOB as a going concern; and

all other properties, tangible and intangible, not otherwise referred to above which are owned by MOB or in which they have any interest and which are used in the conduct of the Business;

“Assumed Liabilities” means those debts and liabilities of MOB that are not Excluded Liabilities and which are described in Schedule R hereto;

“Bank” means Royal Bank of Canada;

“Bank Debt” means the indebtedness as of the Closing Date of MOB to the Bank pursuant to the credit facilities described in Schedule J attached hereto;

“Books and Records” means all files, ledgers, correspondence, lists, manuals, reports, texts, notes, memoranda, invoices, receipts, accounts, financial

statements, financial working papers, computer discs, tapes or other means of electronic storage, and all other records or documents of any nature or kind whatsoever belonging to MOB and used in connection with the Business;

“Business Day” means any day except Saturday, Sunday or any statutory or civic holiday in the Provinces of British Columbia or Ontario;

“Charter Documents” means articles, articles of incorporation, memorandum, memorandum of association, articles of association, by-laws, or any similar document of a corporate entity;

“Claim” means any claim by the Purchaser against the Vendors, or the Vendors against the Purchaser, for any breach of representation, warranty, covenant or other agreement or obligation of the Vendors or Purchaser pursuant to this Agreement or any agreement contemplated hereby;

“Class A Shares” means the 35 issued and outstanding class A non-voting special shares in the capital of MOB which have been redeemed by MOB as of the date hereof;

“Clearly Shares” means the common shares of the Purchaser;

“Closing” means the completion of the sale and purchase of the MOB Shares as provided in this Agreement;

“Closing Date” means the date hereof or such other date as the parties may agree to in writing;

“Closing Time” means 3:00 p.m. (Pacific Standard Time)/6:00 p.m. (Eastern Standard Time), or such other time on the Closing Date as the parties may agree in writing;

“DMR” means DMR Food Corporation, an Ontario corporation wholly owned by the Purchaser;

“DMR Share Purchase Agreement” means the share purchase agreement dated for reference as of February 5, 2007 between, the DMR Vendors and the Purchaser;

“DMR Vendors” means ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, as vendors pursuant to the DMR Share Purchase Agreement;

“Encumbrances” means and includes, whether or not registered or recorded, any and all:

mortgages, assignments of rent, liens, licences, leases, charges, security interests, hypothecs, and pledges against property (whether real, personal, mixed, tangible or intangible), or conditional sales contracts or title

claims, interests and estates against or in proper (whether real, personal, mixed, tangible or intangible) including easements, rights-of-way servitudes or other similar rights in property granted to or reserved or taken by any person or any governmental body or authority;

any option, or other right to acquire, or acquire any interest in, any property; and

other encumbrances of whatsoever nature and kind against property (whether real, personal, mixed, tangible or intangible);

“Employment Agreements” has the meaning ascribed to such term in Section 7.1(i) hereof;

“Equity Purchase Agreements” has the meaning ascribed to such term in Section 7.1(d) hereof; and

“Excluded Liabilities” means all liabilities of MOB of any kind whatsoever other than: (i) the Bank Debt; (ii) in respect of the Business up to the Closing Date, trade payables, commissions payable, employee remittances of every kind whatsoever, federal, provincial, municipal, and/or state taxes of any kind whatsoever and operating credit facilities secured against receivables; and (iii) accrued taxes that are due but not yet payable;

“Insurance Policies” means those insurance policies as set forth in Schedule A;

“Intangible Assets” means those registered and unregistered names, trade names, trademarks, designs, copyrights, patents and other intellectual property rights specifically listed in Schedule B;

“Lease” means the lease and the agreement to lease under which MOB leases any real property, as listed in Schedule C attached hereto;

“LOI” means the letter of intent dated March 15, 2007 between ▇▇▇▇▇, on behalf of the Vendors, and the Purchaser relating to the within transaction of purchase and sale, as amended;

“Market Value” in respect of the Clearly Shares means the ten (10) day average closing price of such shares of the NASD OTC, or other public securities exchange, for the ten (10) day period immediately preceding the Closing Date;

“Material Contracts” means those contracts described in Schedule D;

“Non-Lock-Up Shares” has the meaning ascribed to that term in Section 2.6 hereof;

“Other Operating and Fixed Assets” means those operating and fixed assets set forth in Schedule E;

“Operating Entities” means any subsidiaries or affiliates of MOB;

“Permitted Encumbrances” means the security interest in respect of the Assets granted by MOB in favour of the Bank as security for the Bank Debt;

“Person” means an individual, a corporation, a partnership, a trust, an unincorporated organization or a government agency or instrumentality;

“Place of Closing” means the offices of ▇▇▇▇ & Berlis LLP, Barristers and Solicitors, in Toronto, Ontario;

“Pledge Agreement” means the share pledge agreement to be entered into on the Closing Date between the Purchaser and Vendors in the form attached hereto as Schedule T;

“Proportionate Interests” means, with respect to ▇▇▇▇▇, 80% of the payments to be made by the Purchaser to the Vendors in accordance with the provisions of Section 2.2 hereof and, with respect to Orlee, 20% of the payments to be made by the Purchaser to the Vendors in accordance with the provisions of Section 2.2 hereof;

“Purchase Price” has the meaning ascribed thereto in Section 2.1 hereof;

“▇▇▇▇▇▇▇▇ Guarantees” means the personal guarantees made by ▇▇▇▇▇ and by ▇▇▇▇ ▇▇▇▇▇▇▇▇ in favour of the Bank as security for the Bank Debt and all related security for such Guarantee;

“Unaudited Financial Statements” means the unaudited financial statements of MOB relating to the Business for the year ended January 31, 2007 and for the three month period ended April 30, 2007, copies of which are incorporated as Schedule G;

“Warrant Certificates” has the meaning ascribed to such term in Section 7.1(d) hereof;

“Warrants” has the meaning ascribed to such term in Section 2.2(d) hereof.

delivery by the Purchaser to the Vendors of a certified cheque, bank draft or other source of immediately available funds payable to ▇▇▇▇ & Berlis LLP, in trust, in the amount of $400,000 (the “First Payment”);

the issuance by the Purchaser to the Vendors, in proportion to their respective Proportionate Interests, of such number of Clearly Shares as have a Market Value equal to $300,000 (the “Second Payment”), provided, however, that the Vendors covenant and agree with the Purchaser that neither of them shall sell or otherwise dispose of such shares prior to the date which is 10 months following the Closing Date (such date being March 24, 2008), except in accordance with the provisions of Article 11 hereof;

the issuance by the Purchaser to the Vendors, in proportion to their respective Proportionate Interests, of such number of Clearly Shares as have a Market Value equal to $300,000 (the “Third Payment”), provided, however, that the Vendors covenant and agree with the Purchaser that neither of them shall sell or otherwise dispose of such shares prior to the date which is 22 months following the Closing Date (such date being March 24, 2009 ), except in accordance with the provisions of Article 11 hereof; and

the issuance by the Purchaser to the Vendors, in proportion to their respective Proportionate Interests, of warrants (the “Warrants”), vesting immediately and expiring in 3 years, that will give the Vendors the right (but not the obligation) to purchase an aggregate of 3,750,000 Clearly Shares at a purchase price of $4.00 USD per share.

Conditional Payment:

In the event that the Vendors have not received, by no later than the date which is 13 months following Closing Date (the “First Benchmark Date”), an amount equal to the Second Payment, through the sale of all of the Clearly Shares (the “Second Payment Shares”) issued by the Purchaser to the Vendors in accordance with the provisions of Section 2.2(b) hereof, net of sales commissions and other costs of disposition (the “Second Payment Share Sale Proceeds”), the Vendors will have the right to demand that Purchaser make a payment to the

Vendors, within 15 business days of Purchaser receiving written notice from the Vendors of demand for such payment, by certified cheque, bank draft or other source of immediately available funds, an amount equal to the difference obtained by subtracting the Second Payment Share Sale Proceeds from the Second Payment (the “Second Payment Shortfall”). The Vendors will forfeit their right to receive the Second Payment Shortfall if the Vendors have not sold all of the Second Payment Shares prior to the First Benchmark Date.

In the event that the Vendors have not received, by no later than the date which is 25 months following the Closing Date (the “Second Benchmark Date”), an amount equal to the Third Payment, through the sale of all of the Clearly Shares (the “Third Payment Shares”) issued by the Purchaser to the Vendors in accordance with the provisions of Section 2.2(c) hereof, net of sales commissions and other costs of disposition (the “Third Payment Share Sale Proceeds”), the Vendors will have the right to demand that Purchaser make a payment to the Vendors, within 15 business days of Purchaser receiving written notice from the Vendors of demand for such payment by certified cheque, bank draft or other source of immediately available funds, an amount equal to the difference obtained by subtracting the Third Payment Share Sale Proceeds from the Third Payment (the “Third Payment Shortfall”). The Vendors will forfeit their right to receive the Third Payment Shortfall if the Vendors have not sold all of the Third Payment Shares prior to the Second Benchmark Date.

In the event that the Vendors have not received, by no later than the First Benchmark Date, a net amount of $3,750,000 through the purchase and sale of all, or any, of the Clearly Shares issuable upon exercise of the Warrants (the “Warrant Proceeds”), the Vendors will have the right, within 10 days of the First Benchmark Date, to demand that Purchaser pay the Vendors any positive amount (the “Fourth Payment”) which equals $3,750,000 less the Warrant Proceeds, if any. Subject to the provisions of section 9.5 hereof, one half of the Fourth Payment will be paid by the Purchaser to the Vendors by certified cheque, bank draft or other source of immediately available funds, within 10 business days of Purchaser receiving written notice from the Vendors of demand for the Fourth Payment. The balance of the Fourth Payment will be paid by Purchaser to the Vendors by certified cheque, bank draft or other source of immediately available funds, on the date which is 18 months following the Closing Date. Upon receipt of the first installment of the Fourth Payment as aforesaid, the Vendors will return for cancellation, any Warrants not yet exercised by the Vendors. In the event that the Vendors do not notify Purchaser in writing of demand for the Fourth Payment within 20 days of the First Benchmark Date, the Vendors will forfeit any further right to demand payment of the Fourth Payment.

Assets:

Ownership: MOB has good and marketable title to all of the Assets free and clear of all Encumbrances other than the Permitted Encumbrances;

Authority: Each of the Vendors has the legal capacity, power and authority to enter into this Agreement and to transfer the legal and beneficial title and ownership of the MOB Shares to the Purchaser free of Encumbrances;

Leased Equipment: MOB does not lease any equipment or other assets comprising the Assets;

Condition of Assets: All fixed assets and equipment owned or used by MOB in the conduct of the Business, all of which is listed in either Schedules E or F, have been properly maintained and, other than normal wear and tear, are in good working order and contain no defects which could adversely affect the operation of the Business to any material degree;

Rights to Assets: No present or former director, officer, shareholder or partner of MOB or any person not dealing at armﾒs length with any of the foregoing owns directly or indirectly or has any agreement, option or commitment to acquire or lease, any property, asset, right or license used by MOB in carrying on the Business;

Intangible Assets: The list of the Intangible Assets set out in Schedule B accurately reflects all registered and unregistered names, trade names, trademarks,

designs, copyrights, patents and similar intellectual property rights, specifically including, but not limited to the trade names and any proprietary software used in connection with the Business and/or owned or held by MOB on the date hereof, free of Encumbrances; and

Other Operating and Fixed Assets: The list of the Other Operating and Fixed Assets set out in Schedule E accurately reflects all operating and fixed assets owned or held by MOB having an original capital cost of $500 or more which are not disclosed elsewhere in this Agreement. Except for sales and purchases in the ordinary course of business since April 30, 2007, MOB owns such assets on the date hereof, free of Encumbrances.

Business Operations:

Operating Authorities: To the best of the knowledge of the Vendors, MOB has acquired, and currently holds, all permits, licenses, consents, authorizations, approvals, privileges, waivers, exemptions, orders, certificates, rulings, agreements and other concessions granted by or entered into with any governmental or regulatory authority required in connection with the Assets or the Business, that are material to the Assets or the Business and all of the foregoing are in good standing and are being complied with in all material respects. Neither MOB or the Business is required to obtain, from any governmental or regulatory authority, or any other entity, any licences, permits, consents, approvals, certificates or registrations in connection with the change of ownership of the MOB Shares and the transactions as contemplated herein;

Compliance with Laws: To the best of the knowledge of the Vendors, MOB is operating and using the Assets and is conducting the Business in compliance with all applicable laws and regulations of each jurisdiction in which the Assets are located or in which it conducts the Business;

Operating Entities: MOB has no Operating Entities;

Owner’s Criminal Records: Neither of the Vendors has a criminal record; and

Jurisdictions in which Business is Carried On: MOB does not carry on the Business or own or lease any assets in any jurisdiction other than in the Province of Ontario which would require registration or licensing in such jurisdiction.

Customers and Suppliers:

Customers: The list of accounts described in Schedule H accurately represents the 5 largest customers of the Business, by sales volume, and the sales volume for each such customer, for the 12 month period immediately preceding the date hereof.

Suppliers: The list of accounts described in Schedule I accurately represents the 5 largest suppliers of the Business, by expense volume, and the expense volume of

Unaudited Financial Statements: The Unaudited Financial Statements present fairly in all material respects the financial position of the Business as at the date of the said statements and the results of MOB’s operation of the Business for the applicable period then ended in accordance with accounting principles used by MOB consistently applied.

No Material Change: Since April 30, 2007 and up to the Closing Time there has been no material adverse change in the nature or condition of the Assets or the Business, financial or otherwise, except changes occurring in the ordinary course of its business, nor has there been any development or threatened or probable development of which MOB is aware which materially and adversely affects the Assets or the Business. The Business has been carried on in the ordinary course as it had previously been carried on. In addition, save as disclosed in Schedule U attached hereto, since April 30, 2007 and up to the Closing Time, MOB has not:

issued any shares or other securities;

incurred any liability or obligation (absolute or contingent) save current liabilities incurred in the ordinary course of business which as to their nature and amount are not inconsistent with the Business as carried on;

discharged or satisfied any Encumbrance or paid any obligation or liability (absolute or contingent) except for current liabilities incurred in the ordinary course of business and except for regularly scheduled payments of term debt and lease payments;

declared, paid, authorized or made any dividend, payment or distribution of any kind or nature to its shareholders or redeemed or purchased or otherwise acquired any of its capital stock or agreed to do so;

subjected any of the Assets to any Encumbrances;

sold or transferred any of the Assets or cancelled or released any debts or claims, except, in each case, in the ordinary course of business;

waived any rights of material value;

entered into any transaction or into any contracts or agreements or modifications or cancellations thereof, other than in the ordinary course of business;

made or authorized any payment to officers, directors or employees in their capacity as such except in the ordinary course of business and at rates

used any funds other than in the ordinary course of business as theretofore carried on; and

made any capital expenditures greater than $5,000 or entered into any lease with a capitalized value greater than $5,000;

Books and Records: The Books and Records fairly and correctly set out and disclose in all material respects the financial position of the Business and all material financial transactions of the Business have been accurately recorded in the Books and Records;

Liabilities: Since April 30, 2007 and up to the Closing Time, there has been no material adverse change in the debts or liabilities (whether accrued, contingent, absolute or otherwise and whether or not determined or determinable) of MOB or the Business;

Excluded Liabilities: At the Closing Time, MOB will not have any debts or liabilities (whether accrued, contingent, absolute or otherwise and whether or not determined or determinable), including liabilities which arise hereafter based on events which have occurred up to the date hereof, other than the Assumed Liabilities described in Schedule R;

Receivables: All receivables recorded on the books of the Business are due and payable and no right of set-off or counterclaim exists with respect to those accounts;

Accountants: MOB has not had any material disagreement or dispute with their auditors or accountants over the accounting or tax treatment of the financial information of the Business; and

Shareholder and Related Party Loans: Except as noted in Schedule R, at the Closing Time, MOB will not be indebted, directly or indirectly, to the Vendors or any present or former director, officer, shareholder, partner or employee of MOB or any person not dealing at arms length with any of the foregoing and none of such persons is indebted to MOB, including but not limited to those debts described in Schedule R, except for matters arising out of normal relations between employee and employer or the business and its suppliers.

Banking:

Loans and Credit Facilities: Other than the Bank Debt and except as otherwise disclosed in the Unaudited Financial Statements, MOB has not entered into, or otherwise arranged for, any loans, operating lines of credit or other credit facilities (including interest rate or currency swaps, hedging contracts, forward loan or rate agreements or other financial instruments), and does not have outstanding any

Bank Facilities: Schedule J contains a complete and accurate listing showing the name of each bank, trust company or similar financial institution in which MOB has an account, safety deposit box or other banking facility, including the names of all persons authorized to transact business in respect of such accounts;

Guarantees/Indemnities: MOB has not guaranteed or indemnified, or agreed to guarantee or indemnify, or agreed to any other like commitment, in respect of any debt, liability or other obligation of any person.

Insurance:

List of Policies: Schedule A contains a complete and accurate listing of all insurance policies of MOB relating to the Assets and the Business including all property damage, general liability, motor vehicle, director and officer liability and life policies on which MOB has paid premiums from time to time;

Good Standing: Each of the insurance policies listed in Schedule K is in good standing, all premiums required to be paid by MOB have been properly paid, there have been no misrepresentations or failures to disclose material facts, and there has been no refusal to renew any of the policies and the Vendors have no knowledge of any facts which might render any of the policies invalid, unenforceable or non-renewable; and

Outstanding Claims: No threatened or actual claims against any of the policies described in Schedule A have been made in the last 3 years, except as otherwise noted in Schedule A. MOB has given notice of or has otherwise presented in a timely fashion every claim under each such insurance policy.

Tax Matters:

Filings: MOB has duly and timely filed all returns, elections and designations required to be filed by it with any taxation authority or if not filed on a timely basis, all fees, penalties, interest and other amounts payable as a result thereof have been paid or provided for. If any such returns, elections and designations have been filed by MOB, none of them contains any material misstatement or omits any material statements that should have been included therein, and any schedules or statements accompanying any such returns, elections or designations is true, correct and complete in all material respects;

Payment: MOB has paid in full, or provided for, all amounts (including but not limited to sales, capital, use and consumption taxes and taxes measured on income and all instalments of taxes) owing to all federal, provincial and municipal taxation authorities due and payable by it up to the date of this Agreement;

Extensions: There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time with respect to the filing of any return, election or designation by, or any payment of any amount by or governmental charge against MOB nor with respect to the issuance of any assessment or reassessment;

Adverse Proceedings: There are no actions, suits, proceedings, investigations or claims by any governmental authority pending or threatened against MOB relating to taxes, governmental charges or assessments. There are also no matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted or to be asserted by such authority;

Deductions/Remittances: MOB has withheld and remitted all amounts required to be withheld by it including without limitation, income tax, CPP contributions and Employment Insurance premiums and has paid such amounts including any penalties or interest due to the appropriate authority on a timely basis and in the form required under the appropriate legislation;

Acquisitions: MOB has not acquired property from, or disposed of property to, any person, firm or corporation with whom MOB does not deal at arm’s length since April 30, 2007; and

Other Jurisdictions: MOB has not filed or is not currently required to file any returns, elections or designations with any taxation authority located in any jurisdiction other than the Province of Ontario.

Employee Matters:

List of Employees and Consultants: The list of employees and consultants set out in Schedule L is a comprehensive list of the employees, consultants and commissioned sales people of the Business as at the Closing Date and includes an accurate description of the compensation and/or commission structure, position, length of employment or engagement and job classification;

Employment and Consulting Contracts: Except as set forth in Schedule L, MOB is not a party to any oral or written consulting contract, management contract, labour services contract or similar agreement for the services of a particular individual and none of the employees of the Business are employed on other than an indefinite hiring basis terminable on reasonable notice according to law without further liability to the Business;

Benefit Plans: Schedule M contains a complete and accurate listing of all benefit, bonus, profit-sharing, retirement income, termination or severance, dental, medical, disability, health or other plan, program, policy or other arrangement in place for the benefit or advantage of the salaried employees of the Business as at the Closing Date and there have been no material variations to this list since that date other than in the ordinary course of business. All contributions required to be made by MOB to such plans have been properly made and all retirement plans

Worker’s Compensation: MOB has paid in full all amounts owing by it under the Workers’ Compensation Act (Ontario). No claims have been made against MOB pursuant to the Workers’ Compensation Act (Ontario);

Pension Plans: MOB does not have nor has it ever had a pension plan for any of its employees; and

Employer Associations: MOB is not a member of any employer, management, industry or other trade or business association under which the Business is obligated to contribute to any employee or contractor employee benefit fund, including any pension plans, health benefit plans or other similar employee entitlements.

Litigation and Claims:

Adverse Proceedings: Except as set forth in Schedule S hereto, there are no outstanding actions, claims, demands, lawsuits, prosecutions or governmental investigations by or against MOB and the Business and there is no other adverse proceeding which is pending or threatened by, against, or relating to MOB, the Assets or the Business. The Vendors are not aware of any basis for any other action, claim, demand, lawsuit, investigation or other adverse proceeding which, if pursued would have a significant likelihood of having a material adverse effect on any of the Assets or the Business;

Compliance Directives: There are no outstanding compliance directives or work orders of relating to the Assets or the Business, from any police, fire department, sanitation or health authorities, environmental agencies, or from any other federal, state or municipal authority, department or agency, nor does MOB have notice that there are any matters under formal consideration by any such authorities relating to any of the Assets or the Business;

Notice of Default/Claims: Except as expressly disclosed in this Agreement, MOB has not received any notice of any default, violation or termination of any of the Material Contracts, Lease or other contracts entered into by MOB which will, or is likely to, result in such a default, violation or termination;

No Seizure: There is no appropriation, expropriation or seizure of any of the Assets that is pending or which has been threatened against MOB; and

Trademark and Patent Infringement: The conduct of the Business by MOB does not infringe upon any patent, trademark or other proprietary right, domestic or foreign, of any person in respect of which there is any significant likelihood that it would have a material adverse effect on the Assets or the Business.

Contracts and Commitments:

Material Contracts: Other than the Lease, Schedule D contains a complete and accurate listing of all material contracts, agreements, leases, commitments, instruments or other dealings to which MOB is a party, by which MOB is bound or under which MOB is entitled to any benefits. For the purposes of this Agreement a contract will be material if:

performance of any right or obligation by any party to such contract involves a payment by either party of $1,000 or more and having a term of more than one year; or

if an expenditure, receipt or transfer or other disposition of property with a value of greater than $1,000 may arise under such contract (other than a contract with a customer or supplier in the ordinary course of business); or

if such contract has been entered into out of the ordinary course of business; and

Good Standing: Except as disclosed herein, MOB is not in breach or default of any of the terms of the Material Contracts, and the Vendors are not aware of any breach or default of any of the terms of the Material Contracts by any other party thereto, and each such contract is in good standing and in full force and effect without amendment thereto. No state of facts exists, which, after notice or lapse of time or both, would constitute such a default or breach where there is any significant likelihood that such breach or default referred to in this Section 3.10(b) would have a material adverse effect on the Assets or the Business.

Contingency and Environmental Liabilities:

Compliance: The Business is in compliance in all material respects with all federal, provincial and municipal environmental laws and regulations (the “Environmental Laws”). The existing activities of the Business and the uses and activities of property now or previously owned or operated by MOB, comply and at all times have complied with all Environmental Laws. MOB has filed all environmental reports and notifications required to be filed under applicable laws and regulations;

Notice of Non-Compliance: To the best knowledge of the Vendors, MOB, or any prior owner or occupant of the property now leased or operated by MOB, has not received any notice or other communication alleging that they are not in compliance with any Environmental Laws, or alleging any liability under any Environmental Laws. MOB and the Business are not subject to, and have not been subject to, any claim, judgement, decree, order, writ, citation, fine, penalty, injunction, litigation or proceeding relating to any Environmental Laws;

Hazardous Material: To the best knowledge the Vendors, neither MOB nor any other person or entity has engaged in or permitted any operations or activities

No Expenditures: No expenditures will be required in order for the Assets to comply with Environmental Laws in connection with the current operation and continued operation of the activities of the Business.

Corporate Status and Authority:

Corporate Status: MOB has been duly organized and is validly subsisting under the laws of the Province of Ontario and has all requisite power and capacity to own or lease the Assets and to carry on the Business. MOB is duly qualified and licensed to carry on its business in all jurisdictions in which the nature of its business or the properties and assets owned or leased by it make such qualification and licensing necessary and where the failure to be so qualified and licensed would have a material adverse effect on the Business or the Assets;

Authorization: Each of the Vendors have full power, capacity and authority to enter into this Agreement and to perform its obligations as herein contemplated;

Amendments to Charter: MOB has not made any amendments to its Charter Documents other than those expressly reflected in its corporate records; and

Corporate Records: The corporate records and minute books of MOB accurately reflect all material proceedings of its directors and shareholders and include complete and accurate minutes of all meetings of its directors and shareholders, copies of all resolutions passed, up-to-date and accurate shareholder and director registers, transfer registers and any other corporate registers required to be maintained by MOB. All meetings of shareholders and directors and partners were duly called and held and all resolutions, whether passed at meetings, or in writing, are valid and effectual in all cases where the matters dealt with at such meetings or in such resolutions could have a material effect on MOB.

Share Capital:

Share Capital: The authorized and issued share capital of MOB is as follows:

Class A Share Redemption: All of the issued and outstanding Class A Shares have been redeemed by MOB as of the date hereof, as disclosed in Schedule U attached hereto.

Rights to Acquire Securities: No person has any agreement, option, right or privilege (whether by law, pre-emptive, or contractual), or any interest capable of becoming an agreement, including convertible securities, warrants, or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any of the unissued shares of MOB.

Operations: With respect to the operations of the Business:

except as set forth in Schedule V attached hereto, all of the inventory reflected in the Unaudited Financial Statements and included in the Assets is in good working order;

it is possible that sales for the 2007 fiscal year will be a minimum of $4,500,000, based on the knowledge and belief of the Vendors as of the date hereof;

MOB has established a supply chain that, as of the date hereof, would be able to fill orders, in a timely manner, of a minimum of $4,500,000 for the 2007 fiscal year, subject to the general availability of the commodities necessary to manufacture MOB’s products;

a minimum of 30 MOB products have been listed for sale by Shoppers Drug Mart which, if MOB pays the required listing fees and related expenses in the aggregate amount of $150,000, Shoppers Drug Mart has represented planogram in approximately 750 stores;

a minimum of 24 MOB products have been listed for sale by Loblaws which, if MOB pays the required listing fees, Loblaws has represented planogram in approximately 250 stores;

no retailers who currently carry MOB products have advised the Vendors of any concerns which would give the Vendors reason to believe that the Business is not viable;

to the best knowledge of the Vendors, all receivables reflected in the books and records of MOB as of April 30, 2007 are collectible in all material respects;

to the best knowledge of the Vendors, all of the payables reflected on the books and records of MOB as of April 30, 2007 are, in all material respects, as set out in Schedule R;

aside from the payables listed in the unaudited financial statements of MOB for the three month period ended April 30, 2007, the list of material contracts attached hereto as Schedule D sets forth all commitments for expenditures in excess of $1,000 (excluding cost of goods sold), including expenditures in respect of salaries and marketing; and

to the best knowledge of the Vendors, MOB products are currently sold in not less than 575 retail outlets, including approximately 200 Loblaws stores and approximately 375 Shoppers Drug Mart stores.

Effect of this Transaction:

No Adverse Implications: Except as disclosed in Schedule O with respect to certain required consents, neither the execution and delivery of this Agreement nor the completion and performance of the transactions contemplated hereby will:

give any person, government or regulatory authority, or any other entity, the right to terminate or cancel any contractual or other rights with MOB where such termination or cancellation would have a material adverse effect on the Assets or the Business;

violate any restriction of any nature applicable to MOB or relating to the disposition of the MOB Shares;

result in the creation of any liens or encumbrances on the MOB Shares or the Assets or in the default under any agreement giving a third party security against the Assets or in the crystallization of any floating charge in a debenture as general security interest in a security agreement granted, issued or assumed by MOB where any of such events could have a material adverse effect on the Assets or the Business; nor

violate any provision of any indenture, mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which MOB is a party or by which MOB or the Assets are bound the violation of which could have a material adverse effect on the Assets or the Business or impair the legality or enforceability of this Agreement or the transactions contemplated hereby.

Notice Procedure: MOB may, at any time up to 5:00 p.m. (EST) on the day which is two Business Days prior to the Closing Date, give notice to the Purchaser advising it of any fact which, except for this Section 3.15(b), would constitute a breach of any of the representations and warranties set out in this Article 3. Such notice will state that it is being given pursuant to this Section 3.15(b) and will set out sufficient information to enable the Purchaser to make a

postpone the Closing Date;

complete the Closing on the Closing Date, in which case this Agreement will be deemed to be amended so that the representation and warranty in respect of which the notice was given will incorporate the disclosure set out in the notice; or

terminate this Agreement without further obligation on the part of any party to this Agreement.

all employees and consultants of MOB;

customers, suppliers, distributors or others who have a business relationship with MOB; and

auditors/accountants, solicitors or any other persons engaged or previously engaged to provide services to MOB who have knowledge of matters relating to the Business.

Conduct Business in the Ordinary Course: The Vendors will cause MOB to conduct the Business in its ordinary and normal course and the Vendors will cause MOB to refrain from, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld), entering into any transaction or take any action that would constitute a breach of any representation, warranty, covenant or other obligation of the Vendors contained herein. In particular the Vendors will cause MOB to refrain from entering into any contract or commitment which would, if entered into prior to the date hereof, constitute a Material Contract, Equipment Leases or Lease, save with the consent of the Purchaser (such consent not to be unreasonably withheld);

Continue Insurance: The Vendors will cause MOB to continue to maintain in full force and effect all policies of insurance or renewals thereof now in effect, will take out, at the expense of the Purchaser, such additional insurance as may be reasonably requested by the Purchaser and will give all notices and present all claims under all policies of insurance in a due and timely fashion; and

Preserve Goodwill: The Vendors will use reasonable commercial efforts to preserve, and cause MOB to preserve, intact the Assets, the Business and to promote and preserve for the Purchaser the goodwill of suppliers, customers and others having business relations with MOB and the Business.

As soon as reasonably practicable following the Closing Time, the Purchaser and the Vendors will execute such elections as may be permitted in accordance with the provisions of section 56.4(9) of the Income Tax Act (Canada), in form and substance satisfactory to the Purchaser and the Vendors, acting reasonably.

It is the intention of the parties hereto that the purchase and sale of the MOB Shares take place at fair market value. The Vendors and the Purchaser agree that in the event that any governmental taxing authority having jurisdiction shall assert by assessment, reassessment or otherwise, that the fair market value of the MOB Shares as of the date hereof is an amount different than the Purchase Price, or issues or proposes to issue assessments or reassessments of additional liability for taxes or any other subject by reason of asserting that the fair market value of the MOB Shares as of the date hereof is greater than or less than the Purchase Price, then the Purchase Price shall be increased or decreased by the difference so determined, but only to the extent that the Purchase Price so revised is accepted by the taxing authority, the Vendors and the Purchaser, or, failing such acceptance, is established by a court having jurisdiction in the matter after all rights of appeal have been exhausted or all times for appeal have expired without appeals having been taken by such taxing authority, the Vendors or the Purchaser if the matter has been brought before a court for adjudication, and otherwise shall be as asserted by the taxing authority. In the event that there is an adjustment to the Purchase Price, such adjustment shall be deemed to be made nunc pro tunc with effect as at the date hereof. Further, the Purchaser and the respective Vendors shall jointly make, execute and file with the appropriate bodies the elections required under subsection 85(1) of the Income Tax Act (Canada) and the applicable provisions of the Corporations Tax Act (Ontario) in prescribed form and within the prescribed time.

Contractual Consents: The Vendors will have delivered to the Purchaser such waivers, consents, terminations and certificates, including but not limited to those described in Schedule O, from parties having contractual relations with MOB as may be necessary including, without limitation, waivers and terminations under loan agreements and shareholder agreements to which MOB or any of the Vendors is a party;

Representations and Warranties: The representations and warranties of the Vendors contained in this Agreement will be true and correct in all material respects at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of such time, and a certificate of the Vendors dated the Closing Date to that effect will have been delivered to the Purchaser, such certificates to be in form and substance satisfactory to the Purchaser, acting reasonably;

Covenants: All of the covenants and agreements of the Vendors and all other terms of this Agreement to be complied with or performed by the Vendors at or before the Closing Time will have been complied with or performed and certificates of the Vendors dated the Closing Date to that effect will have been delivered to the Purchaser, such certificates to be in form and substance satisfactory to the Purchaser, acting reasonably;

Equity Purchase Agreement: The Vendors will each have delivered to the Purchaser a equity purchase agreement (the “Equity Purchase Agreement”)

providing for the issuance to the Vendors of the certificates (the “Warrant Certificate”) evidencing the securities issuable pursuant to Article 2 hereof, each in the form attached hereto as Schedule P;

Material Adverse Change: There will have been no material adverse changes in the condition of the Assets or the Business (financial or otherwise) from the April 30, 2007 up to the Closing Time;

No Action or Proceeding: No legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the MOB Shares contemplated hereby;

No Material Damage: No damage by fire or other hazard to the whole or any material part of the Assets will have occurred from the date hereof to the Closing Time;

No Agreements on Assets or Business: There is no fact not disclosed in this Agreement relating to the Assets or the Business which, if known to the Purchaser, might reasonably be expected to have a material adverse effect on the value of the MOB Shares;

Employment/Non-Compete Agreements: The Vendors will each have entered into an employment and non-competition agreement (the “Employment Agreements”) in the forms attached as Schedule Q;

Transfer of Purchased Shares: The Vendors will have caused all necessary steps and corporate proceedings to be taken in order to permit the MOB Shares to be duly and regularly transferred to the Purchaser;

Resignation of Officers and Directors: ▇▇▇▇▇ will have submitted his written resignation as a director or officer of MOB to the Corporation, effective at the Closing Time;

Releases by the Vendors and Others: Each of the Vendors, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ will have executed and delivered to MOB and Clearly a release in a form reasonably satisfactory to the Purchaser; and

Opinion of Vendors’ Solicitors: The Purchaser will have received legal opinions of the Vendors’ solicitors, dated as of the date of Closing, respecting the transactions contemplated in this Agreement, consistent with standard agreements for the purchase and sale of businesses similar to the Business.

Representations and Warranties: The representations and warranties of the Purchaser contained in this Agreement will be true and correct at the Closing Time, with the same force and effect as if such representations and warranties were made at and as of such time and a certificate of the Purchaser dated the Closing Date to that effect will have been delivered to the Vendors, such certificate to be in form and substance satisfactory to the Vendors acting reasonably;

Covenants: All of the covenants and agreements of the Purchaser and all other terms of this Agreement to be complied with or performed by the Purchaser at or before the Closing Time will have been complied with or performed and certificates of the Purchaser dated the Closing Date to that effect will have been delivered to the Vendors, such certificates to be in form and substance satisfactory to the Vendors, acting reasonably;

Securities Certificates: The Purchaser shall have issued, executed and delivered to the Vendors certificates for the Clearly Shares issuable to the Vendors in accordance with the provisions of Sections 2.2(b) and (c) and Section 2.6 hereof and the Warrant Certificates;

No Action or Proceeding: No legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the purchase and sale of the MOB Shares contemplated hereby;

Employment Agreements: The Purchaser shall have executed and delivered the Employment Agreements to each of the Vendors;

Opinion of Purchaser’s Solicitors: The Vendors will have received legal opinions of the Purchaser’s solicitors, dated as of the Closing Date, respecting the transactions contemplated in this Agreement, which opinion shall address matters customary for a transaction similar to the within transactions;

Indemnification: ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have been indemnified by the Purchaser and MOB with respect to the ▇▇▇▇▇▇▇▇ Guarantees, provided that such indemnity shall be in a form reasonably satisfactory to ▇▇▇▇▇;

Releases by the Purchaser: The Purchaser and MOB shall have delivered to each of the Vendors, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ a release in a form reasonably satisfactory to ▇▇▇▇▇; and

Share Pledge Agreement: The Purchaser shall have entered into the Share Pledge Agreement in relation to the MOB Shares containing, among other things, a general security interest in the Assets.

the Purchaser will cause to be delivered to or to the order of the Vendors a certified cheque, bank draft or other source of immediately available funds in the aggregate amount of $400,000;

the Vendors will cause to be delivered to the Purchaser a certificate or certificates representing the MOB Shares, duly endorsed in blank for transfer; and

the Purchaser will cause to be delivered to the Vendors a certificate or certificates evidencing the MOB Shares, registered in the name of the Purchaser and duly endorsed in blank for transfer, pursuant to the Pledge Agreement.

No Claim will be made following the expiry of the time period set forth in Section 6.1 hereof;

The cumulative amount of all Claims which can be made against any Vendor hereunder will not exceed the amount of the Purchase Price actually paid by the Purchaser to that Vendor; and

The Purchaser will give written notice to each of the Vendors stating specifically the basis for the Claim, the amount thereof, and will tender defence thereof to the Vendors as provided in Section 9.3 below.

Subject to the following provisions of this section 9.5, the Vendors agree to indemnify and save the Purchaser harmless from and against:

all reasonable costs incurred in connection with, or awards made pursuant to the Arbitration Agreement; and

the cost, if any, of any inventory which is or becomes obsolete as a result of the matters described in Schedule V hereto to the extent that any such costs are not reasonably recoverable in cash or in kind from Toll Packaging Group.

In the event that an award is made by an arbitrator pursuant to the Arbitration Agreement, or in the event that a settlement is reached between the parties with respect to the matters to which the Arbitration Agreement pertains, and such award or settlement is not paid and satisfied in full by the date on which the first half of the Fourth Payment becomes due and payable to the Vendors in accordance with the provisions of section 2.3(c) hereof, the Purchaser shall be entitled to holdback from such payment an amount equal to the total amount payable to ▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇▇▇▇ ▇▇▇▇▇ Holdings Ltd. pursuant to such award or settlement (but excluding any amounts which are identified by an arbitrator as damages for wrongful dismissal or which are agreed by the parties as being reasonably allocable to damages for wrongful dismissal in a settlement) (the “Holdback Amount”), and the Purchaser shall deposit the Holdback Amount in an interest bearing escrow account until such time as the subject award or settlement, as the case may be, has been paid and satisfied in full. Upon delivery to the Purchaser of reasonably satisfactory evidence that the matter to which the Arbitration Agreement relates has been settled or determined, the Purchaser shall forthwith release from escrow and pay to the Vendors such Holdback Amount, together with accrued interest thereon.

The Purchaser shall not negotiate, settle, compromise or pay any amount in connection with the matters to which this section 9.5 relates, except with the prior consent of the Vendors.

In any legal, administrative or other proceedings in connection with any of the matters to which this section 9.5 relates which the Arbitration Agreement pertains, the following procedures will apply:

the Vendors will have the right to assume carriage of the compromise or settlement of the matter and the conduct of any related legal, administrative or other proceedings; and

the Vendors will co-operate with the Purchaser in relation to the matter, will keep it advised with respect thereto.

The specific indemnities contained in this section 9.5 shall constitute the Purchaser’s exclusive remedies against the Vendors in respect of the matters to which the Arbitration Agreement relates and the matters described in Schedule V attached hereto.

CROSS DEFAULTS

Termination of Employment Agreements:

Provided that neither the Purchaser nor MOB is in default of any of their respective obligations to any of the Vendors, then in the event that the Purchaser terminates David’s Employment Agreement pursuant to sections 11(a), 11(c)-(f) and 11(i), ▇▇▇▇▇ will be deemed to have forfeited his right to receive payment from the Purchaser of his Proportionate Interest in any and all amounts then payable or which may thereafter be determined to be payable by the Purchaser to the Vendors in accordance with the provisions of Article 2 of this Agreement. The provisions of this Section 10.1(a) will not apply in the event that ▇▇▇▇▇ refuses to perform his duties under his Employment Agreement as a result of a material diminution by the Purchaser of the scope of the duties required to be performed by ▇▇▇▇▇ as contemplated in his Employment Agreement.

Provided that neither the Purchaser nor MOB is in default of any of their respective obligations to any of the Vendors, then in the event that the Purchaser terminates Orlee’s Employment Agreement pursuant to sections 10(a)-(d) and 10(g) of Orlee’s Employment, Orlee will be deemed to have forfeited her right to receive payment from the Purchaser of her Proportionate Interest in any and all amounts then payable or which may thereafter be determined to be payable by the Purchaser to the Vendors in accordance with the provisions of Article 2 of this Agreement. The provisions of this Section 10.1(b) will not apply in the event that Orlee refuses to perform her duties under her Employment Agreement as a result of a material diminution by the Purchaser of the scope of the duties required to be performed by Orlee as contemplated in her Employment Agreement.

The remedies provided in this Article 10 are non-exclusive.

in the event that there is a take-over bid in respect of the Purchaser;

in the event that the Purchaser is in default of its obligations to the Vendors hereunder or its obligations to ▇▇▇▇▇ or ▇▇▇▇▇ under the Consulting Agreements and such default is not remedied by the Purchaser within 10 days of receipt of notice of such default from the Vendors; or

in order to permit the Vendors to organize their respective affairs for tax planning purposes and the Purchaser has provided its prior written consent, which consent shall not be unreasonably withheld or delayed.