RECEIVERSHIP SALE

‘NECESSITY II’ THE VESSEL

Abakhan & Associates Inc. in its capacity as Receiver of the ‘Necessity II’, is offering for sale its right, title and interest of the vessel.

The vessel is presently moored at the Quayside Marina – a strata ownership marina, 1088 Marinaside Crescent, Vancouver, B.C.

The particulars of the vessel are as follows:

DISCLAIMER

Abakhan & Associates Inc. (“AAI”), in its capacity as Receiver of NECESSITY II (the “Vessel”), is soliciting offers for the Vessel described above.

This Vessel Sale Information Package is not intended to be reproduced or used for any purpose other than that outlined herein.  AAI does not assume responsibility or liability for losses occasioned to any parties as a result of the circulation, publication, reproduction or use of this Asset Sale Information Package or its contents contrary to the terms upon which this information is provided.

The information provided herein has been obtained from the records of the Ship Registry of Transport Canada and other third party information. We advise that AAI has not performed any audit functions with regard to the information provided herein.

The specifications of the vessel is described above, hereto is being offered for sale on an “as is, where is” basis. AAI makes no warranty, or representation, either expressed or implied, with respect to the vessel description, condition, size, quantity or value.

The Vessel “Necessity II”

In Receivership

TERMS AND CONDITIONS OF SALE

1. The vendor is Abakhan & Associates Inc. (“AAI”) in its capacity as Receiver of the Necessity II (the “Vessel”), which is soliciting offers for the Vessel described above.
   
   
2. The vessel being offered for sale, pursuant to these Terms and Conditions of Sale, are described on page 2 of this sale package.
   
   
3. Any supplementary information provided, has been prepared solely for the convenience of prospective purchasers and is not warranted to be complete, accurate or reliable and does not form part of these Terms and Conditions of Sale.
   
   
4. Each offer shall be in writing.
   
   
5. All offers should be executed on the attached Schedule “A” – Offer to Purchase Form. Offers must be sealed and marked “Offer – Necessity II” and be delivered or mailed postage prepaid to Abakhan & Associates Inc., #1120 - 625 Howe Street, Vancouver, B.C. V6C 2T6, Canada, Attention: Mr. George Abakhan, and must be received before 12:00 p.m. (Noon) P.S.T. on the 29th day of February, 2008.
   
   
6. Each offer submitted must be accompanied by a certified cheque, bank draft or money order payable to “Abakhan & Associates Inc. – In Trust”, for an amount equal to 5% of the total offered price. If an offer is accepted and approved, the certified cheque, bank draft or money order shall be deemed a cash deposit and the successful offerors shall pay the balance of the purchase price to the vendor at the time and on the terms and conditions set out herein.
   
   
7. In consideration of AAI making available to offerors these Terms and Conditions of Sale, other information and the opportunity of inspection, and/or in consideration of the Receiver receiving offers, each offeror agrees that its offer is irrevocable and cannot be retracted, withdrawn, varied or countermanded prior to acceptance or rejection thereof.
   
   
8. Certified cheques, bank drafts or money orders accompanying offers that are not accepted by the vendor will be returned to the offeror, without interest, by prepaid registered letter addressed to the offeror at the address given in the offer by the 5th of March, 2008 or will be available for pick-up by the offeror if requested.
   
   
9. The highest or any offer will not necessarily be accepted.
   
   
10. The Receiver reserves the right to sell the asset at any time prior to closing date for offers, being 12:00 p.m. (Noon) P.S.T. on the 29th day of February 2008.
    
    
11. Offers will be received on the basis that the offeror has inspected the assets offered for sale and has relied entirely upon its inspection and investigation, and there is no warranty, or representation, either expressed or implied, with respect to the asset or the title, description, fitness for purpose, quantity, merchantability or quality, as to all of which the purchaser shall be deemed to have satisfied itself, or in respect of any matter or thing whatsoever.  The asset is being sold on an “as is, where is” basis with no representations or guarantees, expressed or implied.
    
    
12. If any offer is accepted by the vendor, then such acceptance shall be communicated to the successful offeror by the 5th day of March, 2008.  Such notice may be by telephone, facsimile transmission or delivery to the address set forth in the offer.  Any notice given otherwise than by registered mail or delivery may be confirmed by registered mail or delivery. Notice of acceptance shall be deemed effectively given when so delivered, telephoned or sent by facsimile transmission or other means of recorded telecommunication or on the date of deposit in a post office if mailed by registered mail, as the case may be. Upon such acceptance, there shall be an Agreement of Purchase and Sale between the vendor and the offeror as purchaser on the terms contained herein. The offer, these Terms and Conditions of Sale and acceptance shall be sufficient evidence of a Contract of Purchase and Sale.
    
    
13. The balance of the purchase price shall be paid to the vendor by certified cheque, bank draft or money order on or before the closing date, which shall be the 7th  day of March 2008 (the “Closing Date”).  The Closing Date shall be subject to adjustment only at the mutual consent of both the vendor and the purchaser.
    
    
14. On the Closing Date and on completion of the Contract of Purchase and Sale, the purchaser or its agents shall be entitled to such deeds, deeds of conveyance and transfer, bills of sale or assignments as may be reasonably necessary by the vendor to convey to the purchaser, or its assigns, the interest of the vendor in the assets being sold, provided such are required.
    
    
15. In the event the vendor is unable to comply with its undertakings in paragraph 13, the Contract of Purchase and Sale shall be terminated and neither party shall have any claim against the other for damage or compensation or otherwise.  However, the purchaser shall be entitled to the return of any monies paid on account of the purchase price.
    
    
16. In addition to the balance of the purchase price for the assets being purchased, the purchaser shall pay to the vendor on the Closing Date all applicable federal, provincial and other taxes, unless all necessary certificates to exempt the purchaser there from are provided to the vendor on or before the closing date.
    
    
17. The vendor shall remain in possession of the assets until the Closing Date and completion of the Contract of Purchase and Sale. Title to the assets shall not pass to the purchaser, nor shall the purchaser be entitled to possession of same, until the purchase price and all other payments to be made by the purchaser pursuant to the Contract of Purchase and Sale have been paid in full. The purchaser must remove the assets listed in Schedules ‘A’ from the dockyard 1088, Marinaside Crescent, Vancouver, B.C. by the end of the day on the closing date being March 7th, 2008 unless he has made arrangements with the landlord to remain on the premises after that date.
    
    
18. The successful offeror shall examine title to the vessel at its own expense and offerors are not to call for the production of any title, deeds, abstract of title, surveys, proof or evidence of title or to have furnished any copies thereof, other than those in the possession of the vendor or under its control.
    
    
19. There are no warranties as to title or encroachments whatsoever.
    
    
20. Subject to the terms and provisions hereof being complied with, the purchase and sale shall be closed on March 7th, 2008.
    
    
21. The vendor represents and warrants to the purchaser that it is now and will be at the time of closing a resident of Canada within the meaning of the Income Tax Act (Canada) and that this representation and warranty shall survive the closing of this transaction.
    
    
22. If an offeror purports to retract, withdraw, vary or countermand its offer or purports in its offer to limit or vary the time in which the vendor may accept or reject such offer pursuant to these Terms and Conditions of Sale, or a purchaser fails to comply with any of the terms of the Contract of Purchase and Sale or if the purchase fails to complete a sale, the deposits and all other payments made by the offeror or the purchaser to the vendor shall be forfeited to the vendor on account of liquidated damages, as a genuine pre-estimate of such damages, and the assets affected thereby may be sold or resold by the vendor in such manner and on such terms and conditions as the vendor at its sole discretion determines, and the deficiency, if any, of such sale or resale, together with all costs, damages and expenses attending the same, or occasioned by the defaulting offeror or purchaser, shall be paid by the defaulting offeror or purchaser.
    
    
23. In the event that disruption occurs to the Canadian or other postal service, all notices contemplated by these Terms and Conditions of Sale may be forwarded by facsimile to the number of the Agent as set out at the end of these conditions of sale.
    
    
24. The validity and interpretation of these Terms and Conditions of Sale, and of each provision and part thereof, and of any Contract of Purchase and Sale defined herein, shall be governed by the laws of British Columbia and the courts of the Province of British Columbia shall have exclusive jurisdiction with respect to any disputes arising out of these Terms and Condition of Sale or any Contract of Purchase and Sale entered into pursuant to these Terms and Conditions of Sale.
    
    
25. The vendor at its own discretion may waive any or all of the Terms and Conditions of Sale herein.
    
    
26. If there is any conflict between these conditions and the advertising calling for offers, the terms contained in these Terms and Conditions of Sale shall prevail.
    
    
27. Abakhan & Associates Inc., in its capacity as Receiver of the Necessity II the Vessel, shall have no personal or corporate liability under or as a result of the sale herein, or the Terms and Conditions of Sale to such sale.
    
    
28. The Contract of Purchase and Sale entered into pursuant to these Terms and Conditions of Sale shall inure to the benefit of and be binding upon the parties thereto, and their respective heirs and assigns.
    
    
29. All stipulations as to time are strictly of the essence.

Dated at Vancouver, British Columbia, this 15th day of February 2008.

ABAKHAN & ASSOCIATES INC,.                
In its capacity as Receiver                             
of the Vessel “Necessity II”
and not in its personal capacity
#1120 - 625 Howe Street
Vancouver, B.C. V6C 2T6
Telephone:      604-484-7849
 Facsimile:       604-689-4277