Agreement - SHUAIYI INTERNATIONAL NEW RESOURCES DEVELOPMENT INC. - 1-2-2004 by SYID-Agreements

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									Exhibit 10.1 AGREEMENT AND PLAN OF REORGANIZATION This Agreement is made as of the 20th day of August, 2003 by and among YzApp International Inc., a Nevada corporation (hereinafter referred to as "YzApp NV") YzApp Solutions Inc., a Canadian Federal corporation (hereinafter referred to as "YzApp Canada"), and each of the undersigned holders of outstanding common shares of YzApp Canada as of this date (hereinafter referred to as the "YzApp Canada Shareholders" collectively). This Agreement provides for the exchange of not less than fifty-one percent of the outstanding common shares of YzApp Canada for shares of common voting stock of YzApp NV, and other valuable consideration, all for the purpose of YzApp Canada becoming a subsidiary of YzApp NV and YzApp NV carrying on the business of YzApp Canada as set forth herein. AGREEMENT Now, therefore, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows: ARTICLE 1: REPRESENTATIONS AND WARRANTIES OF YzApp NV As an inducement to, and to obtain the reliance of YzApp Canada Shareholders, YzApp NV represents and warrants as follows: 1.1. Organization, Good Standing, Power, Etc. YzApp NV (i) is a corporation duly organized, validly existing and in good standing under the law of the State of Nevada; (ii) was incorporated by YzApp Canada., on December 26, 2002 solely for the purpose of this Agreement and Plan of Reorganization; (iii) is qualified or authorized to do business as a foreign corporation and is in good standing in all jurisdictions in which qualification or authorization may be required; (iv) has all requisite corporate power and authority, licenses and permits to own or lease and operate its properties and carry on its business as presently and to be conducted; and (v) to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby. 1.2. Capitalization. The authorized capital stock of YzApp NV consists solely of 50,000,000 shares of Common Stock, US$0.001 par value, (the "YzApp NV Common Stock"), and 1,000,000 shares of Preferred Stock of which, on the date hereof 1,228,500 shares of YzApp NV Common Stock and no shares of Preferred Stock are issued and outstanding and no shares are held in the treasury of YzApp NV. At the closing of the transactions contemplated by this Agreement ("Closing") all Shares of YzApp NV Common Stock to be issued to YZAPP Canada Shareholders will be duly authorized and lawfully and validly issued as fully paid and non-assessable with no further personal liability attaching to the ownership thereof. All of the issued and outstanding shares of the YzApp NV Common Stock have been duly authorized and validly issued and are fully paid and non-assessable with no personal liability attaching to the ownership thereof and were not issued in violation of the preemptive or other rights of any person.

1.3 Options, Warrants, Rights, Etc. By Closing, YzApp NV will not have outstanding any options, warrants or other rights to purchase or convert any obligation into, any shares of the YzApp NV Common Stock, nor any instruments or obligations to confer or create such rights. ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF YzApp Canada As an inducement to, and to obtain the reliance of the YzApp Canada Shareholders, YzApp Canada represents and warrants as follows: 2.1. Organization, Good Standing, Power, Etc. YzApp Canada: (i) is a corporation duly organized, validly existing and in good standing under the federal laws of Canada; (ii) has all requisite corporate power and authority, licenses, permits and franchises to own or lease and operate its properties and carry on its business as presently being conducted and to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby; and (iii) is not a reporting issuer under any Canadian securities laws. 2.2. Capitalization. As of the date hereof the authorized capital of YzApp Canada consists of an unlimited number of common shares, of which 19,040,000 common shares are outstanding and are held by fewer than 50 shareholders. YzApp Canada hereby covenants and agrees not to issue any further common shares prior to Closing. All of such issued and outstanding common shares of YzApp Canada have been duly authorized and validly issued and are fully paid and non-assessable with no further personal liability attaching to the ownership thereof. There is no published market for the common shares of YzApp Canada. 2.3. Options, Warrants, Rights, Etc. At the time of Closing, YzApp Canada will not have outstanding any options, warrants or other rights to purchase or convert any obligation into, any shares of the YzApp Canada, nor any instruments or obligations to confer or create such rights. 2.4 Subsidiaries. YzApp Canada does not have any subsidiaries and does not own a controlling interest in any capital stock of any corporation. 2.5. Authorization of Agreement. This Agreement has been or will be at Closing duly and validly authorized, executed and delivered by YzApp Canada.

2.6. Financial Statements. YzApp Canada has delivered or will deliver prior to Closing, to YzApp NV and the YzApp Canada Shareholders, audited financial statements of YzApp Canada for its most fiscal year ending July 31, 2003 consisting of Balance Sheets as at July 31, 2003 and 2002, .............. These financial statements have been prepared to the best of YzApp Canada's ability in accordance with generally accepted accounting principles applied on a basis consistent with that of prior years or periods, are correct and complete and to the best knowledge of YzApp Canada's management fairly present the financial position and results of operations of YzApp Canada as of the date thereof and for the periods indicated in such statements. The Balance Sheets of YzApp Canada included in the statements make full and adequate provisions for all obligations, liabilities or commitments (fixed and contingent) of YzApp Canada as of their respective dates. As of the date of such financial statements, YzApp Canada has no undisclosed obligations, liabilities or commitments (fixed or contingent) not required to be reserved against in the foregoing financial statements or disclosed in the notes thereto in accordance with generally accepted accounting principles, except the transactions contemplated by this Agreement. 2.7. Tax Matters. On or before Closing, YzApp Canada will have prepared and filed with the appropriate Canadian federal, provincial and local governmental agencies, and any applicable foreign countries and political subdivisions thereof, all tax returns required to be filed; YzApp Canada will have paid all taxes shown on such tax returns to be payable or which have become due pursuant to any assessment, deficiency, notice, 30 day letter or similar notice received by it; and the provisions for income taxes payable in the Balance Sheets of YzApp Canada delivered to YzApp NV are sufficient for all accrued and unpaid taxes, whether or not disputed and for all periods to and including the date of such Balance Sheets. On or before Closing, YzApp Canada will provide true and accurate copies of all tax returns filed since its date of incorporation. 2.8. Material Contracts. There has not occurred any default by YzApp Canada of any event which with the lapse of time or the election of any person other than YzApp Canada or any combination thereof, will become a default, except defaults, if any, which will not result in any material loss to or liability of YzApp Canada. 2.9 Permits, Licenses, Etc. YzApp Canada has all permits, licenses, orders and approvals of federal, state, local or foreign governmental or regulatory bodies that are required in order to permit it to carry on their business as presently conducted. 2.10. Compliance with Applicable Laws. The conduct by YzApp Canada of its business does not violate or infringe upon any domestic (federal, state or local) or foreign law, statute, ordinance or regulation now in effect, or, to the knowledge of YzApp Canada, proposed to be adopted, the enforcement of which would materially and adversely affect its business or the value of its properties or assets.

2.11 Litigation. There is no material claim, action, suit, proceeding, arbitration, investigation or inquiry pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal, or to the knowledge of YzApp Canada, threatened, against, relating to or affecting YzApp Canada or any of its properties or business, or the transactions contemplated by this Agreement; nor to the knowledge of YzApp Canada is there any basis for any such material claim, action, suit, proceeding, arbitration, investigation or inquiry which may have any adverse effect upon the assets, properties or business of YzApp Canada, or the transactions contemplated by this Agreement. Neither YzApp Canada nor any officer, director, partner or employee of YzApp Canada, has been permanently or temporarily enjoined by order, judgment or decree of any court or other tribunal or any agency from engaging in or continuing any conduct or practice in connection with the business engaged in by YzApp Canada. There is not in existence at present any order, judgment or decree of any court or other tribunal or any agency enjoining or requiring YzApp Canada to take any material action of any kind or to which YzApp Canada and its business, properties or assets are subject or bound. YzApp Canada is not in default under any order, license, regulation or demand of any federal, state or municipal or other governmental agency or with respect to any order, writ, injunction or decree of any court which would have a materially adverse impact upon YzApp Canada's operations or affairs. 2.12. Other Information. None of the information and documents which have been furnished or made available by YzApp Canada or any of its representatives to the YzApp Canada Shareholders or any of their representatives in connection with the transactions contemplated by this Agreement is materially false or misleading or contains any material misstatements of fact or omits any material fact necessary to be stated in order to make the statements therein not misleading. ARTICLE 3: REPRESENTATIONS AND WARRANTIES OF YzApp Canada SHAREHOLDERS As an inducement to, and to obtain the reliance of YzApp Canada and YzApp NV, each YzApp Canada Shareholder represents and warrants as follows: 3.1. Investment Representation. The YzApp Canada Shareholder is acquiring shares of YzApp NV Common Stock issuable hereunder for its own account and agrees not to distribute any shares issuable hereunder within the meaning of the United States Securities Act of 1933, as amended, (the "1933 Act") unless: (a) an appropriate registration statement has been filed with the United States Securities and Exchange Commission ("SEC") qualifying such sale, transfer, distribution or other disposition or unless an exemption from registration under the 1933 Act is available according to opinion of counsel for YzApp NV; and (b) the sale is made in compliance with the prospectus and registration requirements under applicable Canadian securities laws unless an exemption from such requirements is available according to the opinion of counsel for YzApp NV. Each certificate representing YzApp NV shares issued hereunder shall be stamped or otherwise imprinted or endorsed with the following or substantially similar legends: "The shares represented by this certificate have not been registered under the United States Securities Act of 1933, as amended, (the "Act") nor any state securities laws. These shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or if in the opinion of counsel acceptable to YzApp NV that an exemption from such registration is available." "Unless permitted under securities legislation, the holder of the securities shall not trade the securities before the earlier of (i) the date that is 12 months and a day after the date the issuer first became a reporting issuer in any of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, if the issuer is a SEDAR filer; and (ii) the date that is 12 months and a day after the later of (A) the distribution date, and (b) the date the issuer became a reporting issuer in the local jurisdiction of the purchaser of the securities that are subject of the trade."

By execution of this Agreement and the Subscription Agreement attached hereto as Exhibit 3.1, the YzApp Canada Shareholder represents that it has sufficient investment experience and financial means to understand and assume the financial risks associated with this transaction and confirms those representations contained in Exhibit 3.1 intended to establish the availability of an exemption from the registration requirements of the 1933 Act and from the registration and/or qualification requirements of any other applicable securities law. 3.2 Ownership Representation. All of the common shares of YzApp Canada held by the YzApp Canada Shareholder and exchanged for YzApp NV Common Stock hereunder are and will be on Closing legally and beneficially owned by the YzApp Canada Shareholder, and on Closing will be transferred to YzApp NV free and clear of all liens, charges, mortgages and other encumbrances and all pre-emptive and similar rights other than those created by YzApp NV. ARTICLE 4: PLAN OF EXCHANGE AND CLOSING 4.1. The Exchange. Provided that YzApp Canada Shareholders holding not less than fifty-one percent (51%) of the issued and outstanding common shares of YzApp Canada execute and agree to exchange their common shares of YzApp Canada for shares of YzApp NV Common Stock hereunder, the common shares of such YzApp Canada Shareholders shall be exchanged for YzApp NV Common Stock on the basis of one (1) share of YzApp NV Common Stock share for every two (2) common shares of YzApp Canada delivered at Closing. Provided the foregoing condition is met, this Agreement shall be binding upon and enforceable against each YzApp Canada Shareholder that executes and delivers this Agreement, notwithstanding the fact that this Agreement is not signed by all YzApp Canada Shareholders. A). At Closing, each YzApp Canada Shareholder that executes this Agreement shall deliver to YzApp NV, certificates representing its common shares of YzApp Canada properly endorsed for transfer thereto and an executed Subscription Agreement in the form attached as Exhibit 3.1 hereto (the "Subscription Agreement"). B). The obligation of YzApp NV to deliver YzApp NV Common Stock is conditioned upon and subject to receipt of certificates representing not less than fifty-one percent (51%) of the outstanding common shares of YzApp Canada properly endorsed for transfer thereto and executed Subscription Agreements for the YzApp NV Common Stock to be exchanged for such shares.

4.2. Closing. The Closing of the transactions contemplated by this Agreement shall take place on such date as may be agreed upon by YzApp Canada and YzApp NV, but no later than October 31, 2003 or such other date as the signatories to this Agreement may agree to (herein called the "Closing Date"), at the offices of YzApp Canada, or such other location as YzApp Canada and YzApp NV may agree to. 4.3. Closing Events. At the Closing, each of the parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any agreements, resolutions, or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to give effect to or evidence the transactions contemplated hereby. 4.4 Directors of YzApp NV. On the Closing Date, YzApp NV shall deliver to YzApp Canada certified resolutions to the effect that, effective immediately following the Closing, the Board of Directors of YzApp NV shall consist of the following individuals:
Brian Jaggard Douglas Dunn Carl Lacey Chairman, Director Director Director

4.5. Officers of YzApp NV. On the Closing Date, YzApp NV shall deliver certified resolutions to YzApp Canada to the effect that, effective immediately following the Closing, the Board of YzApp NV shall have elected as new officers of YzApp NV to consist of the following individuals: Brian Jaggard President, Chief Executive Officer, Treasurer Douglas Dunn Secretary ARTICLE 5: MISCELLANEOUS 5.1. Expenses and Further Assurances. The parties hereto shall each bear their respective costs and expenses incurred in connection with the transactions contemplated by this Agreement. Each party hereto will use its best efforts provide any and all additional information, execute and deliver any and all documents or other written material and perform any and all acts necessary to carryout the intent of this Agreement. 5.2. Survival of Representations, Warranties and Covenants. All of the representations, warranties and covenants made as of the date of this Agreement and as of Closing, shall survive the closing of this transaction. 5.3. Successors and Assigns. All representations, warranties, covenants and agreements in this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and assigns whether so expressed or not.

5.4. Governing Law. This Agreement is to be governed by and interpreted under the laws of the State of Nevada, without giving effect to the conflicts of laws principles thereof. In addition, the parties hereby submit to the non-exclusive jurisdiction in the Courts of the Province of British Columbia for the resolution of any disputes arising under or with respect to this Agreement. 5.5. Section and Other Headings. The section and other headings herein contained are for convenience only and shall not be construed as part of this Agreement. 5.6. Counterparts. This Agreement may be executed in any number of counterparts and each counterpart shall constitute an original instrument, but all such separate counterparts shall constitute but one and the same instrument. 5.7. Entire Agreement. This Agreement, together with the Subscription Agreements signed by YzApp Canada Shareholders hereunder, constitute the entire agreement between the parties hereto and supersede all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified, except by a written agreement signed by all signatories hereto. 5.8. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffectual to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective Officers, hereunto duly authorized, as of the date indicated.
YzApp International Inc. By: /s/ Brian Jaggard --------------------------Brian Jaggard, President Dated: August 20, 2003 /s/ Dounglas Dunn ------------------------Douglas Dunn, Secretary Dated: August 20, 2003

YzApp Solutions Inc. By: /s/ Brian Jaggard --------------------------Brian Jaggard, President Dated: August 20, 2003 /s/ Michael Smallwood (Signing for YSI) --------------------------Michael Smallwood, Secretary Dated: August 20, 2003

YzApp Solutions Inc. - Shareholders /s/ Konstantin A. Bernaschek -----------------------------Konstantin A. Bernaschek Dated: August 26, 2003 /s/ Michael Colliar --------------------------Michael Colliar Dated: August 28, 2003

/s/ Douglas Dunn -----------------------------Douglas Dunn Dated: August 25, 2003

/s/ Cory Herle --------------------------Cory Herle Dated: October 3, 2003

/s/ Brian Jaggard -----------------------------Brian Jaggard Dated: August 25, 2003

/s/ Bert Laakmann --------------------------Bert Laakmann Dated: August 26, 2003

/s/ Richard Legg -----------------------------Richard Legg Dated: August 26, 2003 /s/ Ken Marlin -----------------------------Ken Marlin Dated: September 12, 2003

/s/ Colin MacPhail --------------------------Colin MacPhail Dated: September 4, 2003 /s/ Kevin McCaw --------------------------Kevin McCaw Dated: August 25, 2003

/s/ Cheryl Neighbour -----------------------------Cheryl Neighbour Dated: September 4, 2003

/s/ Erich E. Schmidt, Sr. --------------------------Erich E. Schmidt, Sr. Dated: August 26, 2003

/s/ Leo Seewald -----------------------------Leo Seewald Dated: Ausust 20, 2003

/s/ Gerhard Selje --------------------------Gerhard Selje Dated: August 20, 2003

/s/ Fred Shaw -----------------------------Fred Shaw Dated: September 19, 2003

/s/ Brad Sherwin --------------------------Brad Sherwin Dated: August 28, 2003

/s/ Michael Smallwood -----------------------------Michael Smallwood Dated: August 28, 2003

/s/ Cynthia Spraggs --------------------------Cynthia Spraggs Dated: August 26, 2003

/s/ Brent St. Arnaud -----------------------------Brent St. Arnaud Dated: August 20, 2003

/s/ Tina St. Arnaud --------------------------Tina St. Arnaud Dated: August 20, 2003

/s/ Louis Stefani -----------------------------Louis Stefani Dated: August 31, 2003

/s/ Joseph Wehry --------------------------Joseph Wehry Dated: September 30, 2003

/s/ Brad Wheeler -----------------------------Brad Wheeler Dated: September 4, 2003

/s/ Brian Jaggard --------------------------Silver Top Development Dated: August 25, 2003

/s/ Klaus-Peter Raeke -----------------------------Klaus-Peter Raeke Dated: October 21, 2003

/s/ Stefani Biertuempel --------------------------Stefani Biertuempel Dated: October 25, 2003

/s/ Victorian Portfolio -----------------------------Victorian Portfolio Dated: October 23, 2003

/s/ Michael Heck --------------------------Michael Heck Dated: October 21, 2003

/s/ Alexandra Milne -----------------------------Alexandra Milne Dated: August 26, 2003

Exhibit 23.1 PROFESSIONAL SERVICES AGREEMENT WHEREAS the parties have agreed that Inglenet will carry out the project described in the document labeled "Proposal for Yzapp Solutions Inc. / Non-Functional Demo of Online Credit Application System, revision 1.0" hereto (hereinafter called the "Project Description") on the terms herein set out. THEREFORE IT IS AGREED as follows: 1. The Client retains Inglenet to perform the services (hereinafter called the "Services") set forth in the Project Description, which Inglenet shall fully and properly perform on a timely basis. 2. The Client is satisfied that the Services as described in the Project Description will meet the Client's requirements. Following Acceptance (as hereinafter defined) of the Services and the expiration of the warranty herein provided, Inglenet will provide ongoing or additional support or other services only as expressly set out in the Project Description or as separately contracted for. 3. The basis for Inglenet's charges are set out in the Project Description. Upon completion of each Project Milestone (a defined level of completion of the Services), as set out in the Project Description, Inglenet shall issue an invoice for the applicable charges which, subject to Acceptance (as hereinafter defined), shall be due and payable within 30 days after the invoice date and shall be subject to interest at 2% per month (24% per annum) on overdue payments. Currency is expressed in the local currency of the Client except where expressly stated in the Project Description. Inglenet may suspend its performance hereunder if any charges hereunder are unpaid when due and any such suspension shall not constitute a default by Inglenet under this Agreement, shall not constitute a termination of this Agreement and shall be without prejudice to Inglenet's other rights in the circumstances (including without limitation the right to terminate this Agreement pursuant to paragraph 20 hereof). The Client shall be responsible for any sales, consumption or other taxes levied by any governmental authority in connection with the Services (except taxes on profits of Inglenet.) 4. Acceptance of a Project Milestone shall occur when the Client notifies Inglenet of its acceptance that Inglenet has fulfilled the Project Milestone. Alternatively, Acceptance of a Project Milestone shall be deemed to have occurred if 30 days have elapsed after notice by Inglenet to the Client of the completion of the Project Milestone and the Client has not notified Inglenet of a Substantial Deficiency. A Substantial Deficiency is a deficiency in the Project Milestone concerning functionality or data integrity which prevents the implementation of the Project Milestone. Inglenet shall promptly rectify the deficiency and, upon rectification, Inglenet shall notify the Client of the completion of the Project Milestone. 5. Inglenet warrants to the Client that the Services will perform substantially in accordance with the Project Description in all material respects. Inglenet does not warrant that the Services as initially delivered will be errorfree. Inglenet further warrants that Inglenet will use reasonable efforts to correct or by-pass (at no additional cost) any significant error, malfunction or defect directly attributable to Inglenet in the Services as delivered to the Client. In the case of each Project Milestone, this warranty shall, as to the Services delivered under that Project Milestone expire thirty days after Acceptance. In the event that the Services fail to conform to such warranty, Inglenet's sole obligation shall be to deliver to the Client additional Services which will bring the Services to conformity within a reasonable time. The Client undertakes to provide Inglenet with suitable tests in order to establish the satisfactory completion of the Project and Inglenet accepts no responsibility outside the warranty period for any defect which other tests or actual use made before Acceptance or during the warranty period may have revealed. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. 6. Except to the extent expressly included in the Project Description, the Client shall promptly reimburse Inglenet for reasonable, pre-approved, out-of-pocket expenses incurred by Inglenet in the course of the performance of Services at the Client's location or at such other location specified by the Client.

7. The Client may from time to time in writing request changes to the scope of the Services. The request will be subject to the approval of Inglenet and to an alteration in charges as specified by Inglenet. 8. The Client confirms that all software and materials provided or to be provided by the Client to Inglenet for the purpose of the Services under this Agreement do not infringe any existing patent, trademark, trade secret or copyright registered or recognized in Canada or elsewhere and that the Client owns the same or otherwise has the right to modify the same as the Services contemplate. The Client agrees to indemnify the Inglenet from and against any loss, damage or liability for the infringement of any such patent, trademark, trade secret or copyright by Inglenet arising from or in connection with the Inglenet's usage of such software and materials, the modification of the same as the Services contemplate or both, except where the claim of infringement is based on matters to which paragraph 9 relates. The Client also agrees that it shall defend, settle or compromise, at its own expense, any action for patent, trademark, trade secret or copyright infringement as aforesaid, subject to the foregoing exception.

9. Inglenet confirms that all Services or materials or both provided or to be provided to the Client under this Agreement do not infringe any existing patent, trademark, trade secret or copyright registered or recognized in Canada or elsewhere with respect to or in connection with the use of the Services or materials or both by the Client as currently intended and as set out in the Project Description. Inglenet agrees to indemnify the Client from and against any loss, damage or liability for the infringement of any such patent, trademark, trade secret or copyright by the Client arising from or in connection with the Client's usage of the Services or materials or both, except where the claim of infringement is based on the usage of the Services or materials or both by the Client in combination with other services, programs, material or data not provided by Inglenet to the Client. Inglenet also agrees that it shall defend, settle or compromise, at its own expense, any action for patent, trademark, trade secret or copyright infringement as aforesaid, subject to the foregoing exception. 10. All information and materials supplied by one party to the other in the course of the performance of this Agreement are confidential (including without limitation software and documentation) and the recipient thereof shall protect the same from disclosure to third parties, except for those employees of the recipient that have a need to know the same within the scope of this Agreement. However, the following shall not be considered confidential: a) information which was previously known to the recipient, free from any obligation of confidentiality; b) information which is independently developed by employees of the recipient who have not had access to the information in question as received from the other party; c) information which is given to third parties by the disclosing party without imposing an obligation of confidentiality; d) information which is publicly available (except through a breach of this Agreement). 11. Confidential information disclosed under this Agreement shall not be used by the recipient thereof for any purpose other than as required for the performance of this Agreement. All intellectual property contained in any confidential information shall remain the disclosing party's exclusive property. All documents or other items containing confidential information shall be returned to the disclosing party immediately upon termination of this Agreement or within 10 days after a written request therefore by the disclosing party, subject to any express agreement between the parties permitting the use thereof on other terms. The parties will inform their respective employees of their obligations under this paragraph and instruct them so as to ensure such obligations are met. The obligations under this paragraph shall not terminate upon the return of the confidential information or upon the termination of this Agreement. 12. Without limiting the generality of the foregoing, Inglenet shall not at any time (except under legal process) divulge any matters relating to the business of the Client or any customers or agents of the Client which may become known to it by reason of its Services hereunder or otherwise. Furthermore, Inglenet shall not use at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes of any other person any trade secrets, business development programs, or plans belonging to or relating to the affairs of the Client, including knowledge relating to customers or employees of the Client. 13. During the term of the Agreement and for a period of one year after its termination, the termination, neither party shall solicit for employment any employee of the other party. 14. Nothing in this Agreement restricts the Client from utilizing similar services of any other party or restricts Inglenet from providing similar services to any other party. 15. Upon completion of the services and receipt of payment in full, Inglenet will supply the Client with all related source developed by Inglenet. At that time, ownership of the source code developed by Inglenet will transfer from Inglenet to the Client. After the transfer of source code ownership, Inglenet will retain a non-exclusive right to the source code for the sole purpose of code reuse in other non-competing development projects. The Client grants this right to Inglenet free of charge. 16. All work, including but not limited to the materials, data, specifications, tapes and programs which have been delivered to the Client by Inglenet under this Agreement shall become the responsibility of the Client to protect from loss, damage or destruction. The replacement of any such work lost, damaged or destroyed after delivery to the Client shall be at the sole expense of the Client. 17. Neither this Agreement nor any interest in it may be assigned in any manner by either party to it without the prior written consent of the other party, which consent shall not be unreasonably withheld.

18. Inglenet shall be liable for all personal injury and property damage caused to the Client, its employees or agents by Inglenet's own fault or negligence (or by that of its employees or agents) in the performance or nonperformance of any of its obligations under the terms of this Agreement and further, Inglenet shall indemnify the Client from and against any loss arising from claims against the Client for personal injury or property damage caused by the fault or negligence of Inglenet, its employees or agents in the performance or non-performance of any of their obligations under the terms of this Agreement. Without limiting the generality of the foregoing, Inglenet shall also be liable and shall indemnify the Client for any loss suffered by the Client as a result of the commission of any dishonest or fraudulent act by any of Inglenet's employees or agents during the currency of this Agreement or at any time after the termination of it. Notwithstanding anything to the contrary herein contained, Inglenet shall not be liable for any loss suffered by the Client arising from or connected with the use or application of any Services provided by Inglenet under this Agreement for purposes other than those for which the Services were designed in accordance with this Agreement. 19. NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF USE, REVENUE OR PROFIT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ANY LIABILITY OF INGLENET TO THE CLIENT HEREUNDER SHALL NOT EXCEED THE TOTAL PAYMENTS MADE HEREUNDER BY THE CLIENT TO INGLENET. A PARTY'S FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT WILL BE EXCUSED TO THE EXTENT SUCH FAILURE IS CAUSED BY ANY EVENT OR CIRCUMSTANCE BEYOND THAT PARTY'S REASONABLE CONTROL.

20. If either party is in breach of any of its obligations under this Agreement, the other party may give a notice in writing of the breach to the defaulting party and request the latter to remedy it. If the party in breach fails to remedy the breach within 30 days after the giving of such notice, then this Agreement may be terminated immediately by written notice of termination given by the complaining party, without prejudice to the complaining party's other rights. 21. Notwithstanding the provisions of paragraph 20 hereof, either party may terminate this Agreement by written notice to take effect immediately upon receipt of it by the other party if: a) such other party is in breach of paragraph 7 of this Agreement relating to the secrecy of confidential information; or b) such other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a receiver is appointed of its business; or a voluntary or involuntary petition in bankruptcy is filed or proceedings for the reorganization or winding-up of Inglenet are instituted; or c) such other party attempts to assign any interest in this Agreement without the prior written consent of the party giving notice; or d) such other party comes under the direct or indirect control of any person who does not control it at the date of execution of this Agreement. 22. Time shall be deemed to be of the essence of this Agreement. The time for completing any work, which has been or is likely to be delayed by Inglenet or the Client hereunder, for any cause beyond their respective control which, by reasonable diligence, could not have been avoided, including but not limited to any act of government authority, act of God, strike or other labour difficulties, riot, shall be excusable delays and shall not be a breach of this Agreement provided the party prevented from rendering performance notifies the other party immediately of the commencement and nature of such cause and probable consequences thereof, and provided further that such party uses its best efforts to render performance in a timely manner. Should such delay occur, payment of money shall correspondingly be delayed. Neither party shall be liable to the other for any additional cost as a result of any such delay. 23. This Agreement constitutes the whole agreement between Inglenet and the Client pertaining to the subjectmatter of it and supersedes all prior agreements, undertakings, negotiations and discussions, whether oral or written, of the parties to it and there are no warranties, conditions, representations or other agreements between the parties to it in connection with the subject-matter of it, express or implied, arising by statute, operation of law or otherwise, written or oral, concerning the Services or made as an inducement to enter into this Agreement except as specifically set forth or referred to in this Agreement. No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall the waiver constitute a continuing waiver unless otherwise expressly provided. In this Agreement, words importing the singular number include the plural and vice versa, words importing the masculine gender include the feminine and neuter genders and words importing persons include individuals, sole proprietors, corporations, partnerships, trusts and unincorporated associations. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and the invalid provision shall be deemed to be severable. 24. Any notice given pursuant to or in connection with this Agreement shall be in writing and any notice or written communication pursuant to or relating to this Agreement shall be conclusively deemed to be given and received on the day on which, addressed as hereinafter provided, it is delivered to the address of the party to be notified or, except in the event of a disruption of postal service, on the fifth day next following the day upon which it is mailed by prepaid registered post addressed to the party to be notified. The applicable address of the party to be notified is the address set forth herein or such other address most recently specified by such party by notice to the party hereto giving the notice or written communication. 25. This Agreement shall be governed by the laws of the province of British Columbia, Canada.
Inglenet Business Solutions Inc. Yzapp Solutions Inc.

/s/ Ron Norman --------------------------------Ron Norman COO, Inglenet Business Solutions

/s/ Brian Jaggard -------------------------------------Authorized Signature

Print Name Title: President --------------------------------Date: January 23, 2001 ------------------

Date: January 23, 2001 --------------------

Exhibit 23.2 N.I. CAMERON Chartered Accountants CONSENT OF N.I. Cameron and Assoc., We hereby consent to the use in the Registration Statement on Form SB-2 of our report dated July 31, 2003, relating to the consolidated financial statements of YzApp International Inc., and consolidated subsidiaries for the fiscal years ended July 31, 2003 and July 31, 2002 as well as to the reference to N.I. Cameron and Assoc., in the Experts section of the Prospectus contained in the Registration Statement.
/s/ N.I. Cameron and Assoc. --------------------------N.I. Cameron and Assoc. December 18, 2003


								
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