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<HTML><HEAD><TITLE>Ableauctions.com, Inc. Form 8-K 09Oct08</TITLE>
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<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>UNITED STATES</B></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>SECURITIES AND EXCHANGE COMMISSION</B></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>Washington, DC &nbsp;20549</B></P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt" align=center><B>FORM
8-K</B></P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>CURRENT REPORT</B></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt" align=center>Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Date of Report (Date
of earliest event reported): &nbsp;October 9, 2008 (October 6, 2008)</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>ABLEAUCTIONS.COM, INC.</B></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt" align=center>(Exact
name of Registrant as specified in charter)</P>
<P style="MARGIN: 0px"><BR></P>
<TABLE style="FONT-SIZE: 10pt" cellSpacing=0 align=center>
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<TD width=244></TD>
<TD width=244></TD>
<TD width=244></TD></TR>
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<TD vAlign=top width=244>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center>Florida</P></TD>
<TD vAlign=top width=244>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center>000-28179</P></TD>
<TD vAlign=top width=244>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center>59-3404233</P></TD></TR>
<TR>
<TD vAlign=top width=244>
<P style="FONT-SIZE: 9pt; MARGIN: 0px; LINE-HEIGHT: 11pt"
align=center>(State or other jurisdiction of incorporation)</P></TD>
<TD vAlign=top width=244>
<P style="FONT-SIZE: 9pt; MARGIN: 0px; LINE-HEIGHT: 11pt"
align=center>(Commission File Number)</P></TD>
<TD vAlign=top width=244>
<P style="FONT-SIZE: 9pt; MARGIN: 0px; LINE-HEIGHT: 11pt"
align=center>(IRS Employer Identification Number)</P></TD></TR></TABLE>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt" align=center><B>Suite
200 - 1963 Lougheed Highway</B></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>Coquitlam, British Columbia Canada</B></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt" align=center>(Address
of principal executive offices)</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Registrant&#146;s
telephone number, including area code: &nbsp;604-521-3369</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px" align=justify>Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the
Registrant under any of the following provisions (see General Instruction A.2
below).</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px">[ &nbsp;] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px">[ &nbsp;] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR240.14a-12)</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px">[ &nbsp;] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px">[ &nbsp;] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR><BR></P>
<P style="MARGIN: 0px" align=center><BR></P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; LINE-HEIGHT: 14pt"><B>Item
1.01.</B></P>
<P
style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 96px; LINE-HEIGHT: 14pt"><B>Entry
into a Material Agreement.</B></P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>A significant segment of our business provides liquidation and
merchandizing services, along with auction and point-of-sale technology, to
businesses to assist them in managing the sale of their products. &nbsp;On April
15, 2008 we announced that we had been notified by eBay that eBay intended to
wind down the operations of its eBay Live Auctions platform effective December
31, 2008. &nbsp;This decision, along with the continued weakness in the U.S.
economy, has negatively impacted our liquidation and live auction broadcast
services. &nbsp;In order to address the adverse effect of these events on our
revenues and operations, our management is currently considering whether to
restructure our operations or to acquire or merge with another business.
&nbsp;However, in the absence of any immediate and definitive transaction, we
intend to expand our investment and property development business.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>To this end, on October 6, 2008 our board of directors approved a
Development Agreement between the company and Mr. Abdul Ladha, our chief
executive officer, chief financial officer, director and a major shareholder,
Overture Development Corporation, Surrey Central City Ltd. (&#147;Surrey&#148;) and
Bullion Reef Holdings Ltd. (&#147;Bullion&#148;). &nbsp;Mr. Ladha is the sole officer,
director and shareholder of Overture Development Corporation and the sole
officer and director of Surrey. &nbsp;Bullion is the sole shareholder of Surrey.
&nbsp;Mr. Ladha&#146;s wife is the sole shareholder of Bullion. &nbsp;A copy of the
Development Agreement is attached to this Current Report on Form 8-K.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>Surrey is the owner of 4 properties (collectively referred to as
the &#147;Property&#148;) adjacent to 9655 King George Highway, Surrey, British Columbia.
&nbsp;We own 9655 King George Highway and are in the process of improving it
with a retail facility of approximately 4,326 square feet and with a residential
complex consisting of 111 condominiums of approximately 91,132 square feet.
&nbsp;Surrey intends to explore the potential of developing the Property by
improving it with a residential 4-storey (but no more than a 6 storey) complex
consisting of at least 76 condominiums of approximately 45,000 square feet.
&nbsp;Our board of directors believes that this development has significant
potential and has determined that the acquisition of a 50% interest in Surrey
will be in our best interests and in the best interests of our shareholders.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>Surrey has no assets other than the Property and no liabilities.
&nbsp;Surrey currently has 100 shares of common stock issued and outstanding,
all of which are owned by Bullion. &nbsp;We have agreed to purchase 50 of these
shares from Bullion. &nbsp;We have agreed to pay $1,347,440<FONT
style="FONT-FAMILY: Arial Unicode MS"> </FONT>for these shares. &nbsp;The
purchase price is based on an appraisal provided to us by an independent
appraiser and a fairness opinion. &nbsp;The purchase price is subject to an
upward adjustment in the event of either of the following occurrences. &nbsp;The
purchase price may be increased to reflect the increase in value that will
accrue to the Property if Surrey decides to develop the Property with a 6-storey
complex rather than a 4-storey complex. &nbsp;The purchase price may also be
increased to reflect the increase in value that will accrue to the Property if
Surrey is able to acquire an adjacent lot owned by an unrelated third party.
&nbsp;Negotiations relating to the acquisition of the lot have been on-going
and, if the adjacent lot is acquired, Surrey will be able to develop the
Property (which will include the adjacent lot) with a significantly larger
structure.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>2</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="FONT-SIZE: 12pt; PAGE-BREAK-BEFORE: always; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>We intend to pay one-half of the purchase price in cash and the
remainder of the purchase price with a promissory note. &nbsp;The promissory
note will accrue simple interest at the prime rate announced by the Royal Bank
of Canada plus 2% per annum. &nbsp;The promissory note will include a provision
that will allow Bullion to convert some or all of the principal amount and some
or all of the accrued interest into shares of our common stock. &nbsp;The number
of shares of common stock to be issued to Bullion upon conversion of the
principal and accrued interest will be computed at 20% above the last sale price
of one share of our common stock on the date on which the Development Agreement
is executed. &nbsp;The last sale price of our common stock on October 6, 2008
was $0.03.<B> &nbsp;</B>The entire unpaid principal balance, together with any
accrued interest and other unpaid charges or fees are due and payable on October
6, 2009. &nbsp;Our purchase of the shares from Bullion is contingent upon
receipt of the approval of our shareholders of the acquisition of the shares in
Surrey, the potentia<FONT style="FONT-FAMILY: Arial Unicode MS">l
</FONT>issuance of our common stock in payment of the promissory note and
approval by the American Stock Exchange of the additional listing application we
will be required to submit prior to issuing such shares. &nbsp;We will only be
required to submit an additional listing application if Bullion exercises its
right to receive shares of our common stock, rather than cash, for some or all
of the balance of the purchase price.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>In the event that Surrey is unable to successfully obtain the
plans, permits and approvals or the financing to complete the build-out of the
Property, or if for any reason Surrey determines that the build-out of the
Property is not in its best interests, notice of this event will be provided to
us. &nbsp;Within 20 days of receiving the notice, we may put the stock we
purchased to Bullion and Bullion will, within 120 days from receiving our put
notice, repurchase the stock by paying to us in cash the purchase price
(including the adjustments described above, if any), less one-half of the
expenses incurred by Surrey in its efforts to develop the Property. &nbsp;This
put right will expire within 12 months from the date of the Development
Agreement.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>The Development Agreement anticipates that Mr. Ladha and Overture
Development Corporation will provide services to Surrey in developing the
Property. &nbsp;These services include managing the build-out; working with
government agencies to obtain approval of the development and obtaining the
plans, permits and approvals required to complete the build-out; providing
contractor&#146;s services, including liaising with various trades to coordinate
construction of the build-out and supervising and directing construction of the
build-out; preparing and implementing a marketing plan; providing the
construction bonds; and obtaining financing and home warranty coverage for the
development. &nbsp;Mr. Ladha and Overture Development Corporation will jointly
receive 12.5% of the net profit (the &#147;Developer&#146;s Fee&#148;) for providing these
services. &nbsp;The term &#147;net profit&#148; means the revenue received from the sale
of the residential units after deducting expenses. &nbsp;The term &#147;expenses&#148;
includes, but is not limited to, all architectural, legal and professional fees;
loan fees and interest paid on loans; fees, costs and taxes chargeable by any
governmental authority; costs of insurance; and any and all costs related to the
construction of the improvements. &nbsp;Net profit is to be determined when the
project receives a conditional occupancy permit and when any and all loans or
other debt related to the project have been paid in full. &nbsp;If the sale of
the residential units included in the build-out of the Property fails to realize
a net profit, Mr. Ladha and Overture Development Corporation will not receive
the Developer&#146;s Fee. &nbsp;If units remain unsold following the payment in full
of the loans or other debt related to the build-out of the Property, the
Developer&#146;s Fee will be paid as each such unit is sold.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 38px; LINE-HEIGHT: 14pt"
align=justify>Finally, the Development Agreement permits us to pay a Developer&#146;s
Fee to Mr. Ladha and Overture for providing services to us for the build-out of
9655 King George Highway, Surrey, British Columbia. &nbsp;The Developer&#146;s Fee
for that project will be 25% of the net profit.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>3</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; LINE-HEIGHT: 14pt"
align=justify><B>Item 9.01.</B></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 96px; LINE-HEIGHT: 14pt"
align=justify><B>Financial Statements and Exhibits</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt">10.1</P>
<P
style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 96px; LINE-HEIGHT: 14pt">Development
Agreement with Promissory Note attached</P>
<P style="MARGIN: 0px"><BR></P><A name=node2></A>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>SIGNATURES</B></P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"><B>ABLEAUCTIONS.COM,
INC.</B></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"><U>/s/ Abdul
Ladha</U></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Abdul Ladha, Chief
Executive Officer </P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Dated: &nbsp;October
9, 2008</P>
<P style="MARGIN: 0px" align=center><BR><BR></P>
<P style="MARGIN: 0px" align=center>4</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="FONT-SIZE: 12pt; PAGE-BREAK-BEFORE: always; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center>DEVELOPMENT AGREEMENT</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>This Development Agreement (the &#147;Agreement&#148;) is made effective as
of the 6th day of October 2008 among</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-RIGHT: 96px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>ABLEAUCTIONS.COM, INC. </B>(hereinafter the &#147;Company&#148;), whose
office or principal place of business is 1963 Lougheed Highway, Coquitlam,
British Columbia, Canada V3K 3T8, </P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-RIGHT: 96px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>and</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-RIGHT: 96px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>ABDUL LADHA and OVERTURE DEVELOPMENT CORPORATION,
</B>(hereinafter the &#147;Developer&#148;), whose office or principal place of business
is 1963 Lougheed Highway, Coquitlam, British Columbia, Canada V3K 3T8, </P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-RIGHT: 96px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>and</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-RIGHT: 96px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>SURREY CENTRAL CITY HOLDINGS LTD. </B>(hereinafter &#147;Surrey&#148;),
whose office or principal place of business is 217-713 Columbia St., New
Westminster, British Columbia, Canada V3M 1B2</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-RIGHT: 96px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>and</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-RIGHT: 96px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>BULLION REEF HOLDINGS LTD.</B>, (hereinafter &#147;Bullion&#148;), whose
office or principal place of business is 217-713 Columbia St., New Westminster,
British Columbia, Canada V3M 1B2</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify>and is based upon the following recitals:</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>A.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>The Developer is the Company&#146;s Chief Executive Officer, President,
Chief Financial Officer, a member of the Company&#146;s board of directors and a
shareholder of the Company. &nbsp;The Developer is also Surrey&#146;s sole officer
and director. &nbsp;Surrey&#146;s sole shareholder is Bullion, an affiliate of the
Developer. &nbsp;The Developer is experienced in developing real property for
commercial and residential use.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>B.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>A significant segment of the Company&#146;s business provides
liquidation and merchandizing services, along with auction and point-of-sale
technology, to businesses to assist them in managing the sale of their products.
&nbsp;On April 15, 2008 the Company announced that it had been notified by eBay
that eBay intended to wind down the operations of its eBay Live Auctions
platform effective December 31, 2008. &nbsp;This decision, along with the
continued weakness in the U.S. economy, has negatively impacted the Company&#146;s
liquidation and live auction broadcast services.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>5</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>C.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>In order to address the adverse effect of these events on the
Company&#146;s revenues and operations, and in order to maintain the Company&#146;s
listing on the American Stock Exchange, management is currently considering
whether to restructure the Company&#146;s operations or to acquire or merge with
another business. &nbsp;However, in the absence of any immediate and definitive
transaction, the Company intends to expand its investment and property
development business, which management believes to be in the best interests of
the Company and its shareholders.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>D.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>In 2005, in an effort to increase shareholder value, diversify the
Company&#146;s assets and provide a reliable source of income, the Developer brought
to the Company&#146;s board of directors an opportunity to develop certain real
property located at 9655 King George Highway, Surrey, British Columbia by
improving it with a retail facility of approximately 4,326 square feet and with
a residential complex consisting of 111 condominiums of approximately 91,132
square feet (the &#147;GRUV Development&#148;). &nbsp;The board of directors approved the
acquisition of this opportunity and the Developer, on behalf of the Company,
began taking the steps necessary to obtain the funding and other approvals and
permits necessary to build the GRUV Development.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>E.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>The Company and the Developer now wish to memorialize the rights
and obligations of each party in relation to (i) the acquisition of this
opportunity, (ii) the compensation to be paid to the Developer for the services
provided by the Developer or parties affiliated with the Developer in managing,
marketing, obtaining financing, obtaining home warranty coverage and other
services performed in conjunction with the build-out of the GRUV Development,
and (iii) the completion of the GRUV Development.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>F.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>The Company also wishes to acquire a 50% ownership interest in
Surrey, which plans to develop four additional properties that are adjacent to
the GRUV Development. &nbsp;These properties (hereinafter referred to
collectively as the &#147;Property&#148;) are commonly known as:</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: 96px; LINE-HEIGHT: 14pt">13523
- 96 Ave, Surrey, British Columbia</P>
<P
style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 432px; LINE-HEIGHT: 14pt">PID
009-756-256 </P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: 96px; LINE-HEIGHT: 14pt">13535
- 96 Ave, Surrey, British Columbia</P>
<P
style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 432px; LINE-HEIGHT: 14pt">PID
004-947-274 </P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: 96px; LINE-HEIGHT: 14pt">13547
- 96 Ave, Surrey, British Columbia</P>
<P
style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 432px; LINE-HEIGHT: 14pt">PID
001-475-649 </P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: 96px; LINE-HEIGHT: 14pt">13549
- 96 Ave, Surrey, British Columbia</P>
<P
style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 432px; LINE-HEIGHT: 14pt">PID
001-475-657</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>Surrey owns the Property and intends to explore the potential of
developing the Property by improving it with a residential four-storey complex
consisting of 76 condominiums of approximately 45,000 square feet. &nbsp;The
Company&#146;s management believes that the acquisition of an ownership interest in
Surrey and the subsequent development of the Property will be in the best
interests of the Company and its shareholders.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>6</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="FONT-SIZE: 12pt; PAGE-BREAK-BEFORE: always; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify><B>NOW THEREFORE</B> in consideration of the premises and mutual
covenants herein set forth and provided for, the parties hereto covenant and
agree as follows:</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>1.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Definition of Net Profit.</B> &nbsp;When used in this
Agreement, the term &#147;net profit&#148; means the revenue received from the sale of the
residential units included in the GRUV Development and, assuming the build-out
of the Property, from the sale of the residential units included in the
build-out of the Property, after deducting expenses. &nbsp;The term &#147;expenses&#148;
includes, but is not limited to, all architectural, legal and professional fees;
loan fees and interest paid on loans; fees, costs and taxes chargeable by any
governmental authority; costs of insurance; and any and all costs related to the
construction of the improvements, with the exception of the Developer&#146;s fee.
&nbsp;Net profit will be determined when each project receives a conditional
occupancy permit and when any and all loans or other debt related to the project
have been paid in full.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; LINE-HEIGHT: 14pt"><B>2.</B></P>
<P
style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"><B>Agreement
Relating to the GRUV Development:</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(a)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Compensation.</B> &nbsp;As compensation for managing the GRUV
Development build-out, including working with government agencies to obtain
approval of the development and obtaining the plans, permits and approvals
required to complete the build-out; providing contractor&#146;s services, including
liaising with various trades to coordinate construction of the build-out and
supervising and directing construction of the build-out; preparing and
implementing a marketing plan; providing the construction bonds and obtaining
financing and home warranty coverage for the GRUV Development, the Developer
will receive 25% of the net profit realized by the sale of the residential units
included in the GRUV Development. &nbsp;If the sale of the residential units
included in the GRUV Development fail to realize a net profit, the Developer
will not receive compensation. &nbsp;If units remain unsold following the
payment in full of the loans or other debt related to the GRUV Development, the
Developer&#146;s compensation will be paid as each such unit is sold.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(b)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Continuing Services.</B> &nbsp;The Developer will continue
providing his services throughout the completion of the build-out of the GRUV
Development and the sale of the residential units included in the GRUV
Development.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; LINE-HEIGHT: 14pt"><B>3.</B></P>
<P
style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"><B>Agreement
Relating to Surrey:</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(a)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Purchase and Sale of Interest.</B> &nbsp;Bullion hereby sells,
and the Company hereby purchases, 50 shares of the capital stock of Surrey (the
&#147;Stock&#148;), which represents 50% of the issued and outstanding capital stock of
Surrey.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(b)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: normal"
align=justify><B>Payment of Purchase Price.</B> &nbsp;The purchase price for the
Stock is $1,347,440 US<FONT style="FONT-SIZE: 10pt"> </FONT>(the &#147;Purchase
Price&#148;), subject to adjustment as described herein, and shall be paid as
follows:</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-RIGHT: 48px; MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>(i)</P>
<P
style="PADDING-RIGHT: 48px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 96px; LINE-HEIGHT: normal"
align=justify>$673,720 US<FONT style="FONT-SIZE: 10pt"> </FONT>in cash shall be
paid upon execution of this Agreement and</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>7</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P style="PAGE-BREAK-BEFORE: always; MARGIN: 0px" align=justify><BR></P>
<P
style="PADDING-RIGHT: 48px; MARGIN-TOP: 0px; PADDING-LEFT: 144px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify>(ii)</P>
<P
style="PADDING-RIGHT: 48px; PADDING-LEFT: 144px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>$673,720 US will be paid with a convertible promissory note (the
&#147;Note&#148;), in substantially the form attached to this Agreement as Attachment 1.
&nbsp;The Note will have a term of one year. &nbsp;The Note will accrue simple
interest at the rate of prime plus 2% per annum. &nbsp;The Note will include a
provision that will allow Bullion to convert some or all of the principal amount
and some or all of the accrued interest into shares of the Company&#146;s common
stock. &nbsp;The number of shares of common stock to be issued to Bullion upon
conversion of the principal and accrued interest will be computed by using the
last sale price of one share of the Company&#146;s common stock on the date on which
this Agreement is executed. &nbsp;Bullion understands and agrees that the
Company may not issue shares of its common stock to Bullion until it receives
approval of its additional listing application from the American Stock Exchange
and, if required, approval by the Company&#146;s shareholders. &nbsp;If the Company
fails to obtain approval of the additional listing application or approval from
its shareholders (if required), then the Company will be required to immediately
pay this portion of the purchase price in cash.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(c)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Adjustment to Purchase Price.</B> &nbsp;The purchase price has
been determined assuming that Surrey will develop a 4 storey wood frame
structure on the Property. &nbsp;The parties acknowledge that:</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 144px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -24px; LINE-HEIGHT: 14pt; FONT-FAMILY: Symbol"
align=justify>&#183;</P>
<P style="PADDING-LEFT: 144px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>in January 2009, builders may be permitted to build 6 storey
structures in the Province of British Columbia, rather than be limited to 4
storey structures. &nbsp;The parties agree that if Surrey develops a 6-storey
wood frame structure on the Property, the purchase price for the Stock will be
adjusted to reflect the increase in the value of the Property that will result
from the increase in density. &nbsp;</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 144px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -24px; LINE-HEIGHT: 14pt; FONT-FAMILY: Symbol"
align=justify>&#183;</P>
<P style="PADDING-LEFT: 144px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify>Surrey has been in the past, and is currently, negotiating with an
unrelated third party to acquire an additional property that would increase the
site area to approximately 55,000 square feet. &nbsp;The parties agree that if
Surrey acquires the additional property within 12 months of the purchase of the
Stock, the purchase price for the Stock will be adjusted to reflect the increase
in the value of the Property that will result from the increase in the site
area. &nbsp;</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>In the case of either of the above adjustments, the increase in
value will be determined by at least 2 appraisers independent from the parties
and each other. &nbsp;If the appraisers cannot agree on the increase in value,
then the increase in value will equal the average of the appraisers&#146; findings of
increased value. &nbsp;Unless the Company wishes to seek shareholder approval
for issuing additional shares of common stock to Bullion, the increase in the
purchase price resulting from either of the above adjustments will be paid in
cash.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(d)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Allocation of Benefits and Obligations.</B> &nbsp;Unless
otherwise agreed to by both parties in writing, the obligations and liabilities
of, and any and all contributions and divisions of profits in connection with,
the business of Surrey, including the development of the Property, shall be
allocated between the Company and Bullion on an equal basis.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>8</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(e)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Compensation to be Paid to Developer.</B> &nbsp;Bullion and the
Company agree that Surrey will retain the services of the Developer to build-out
the Property and the Developer agrees to provide the services in accordance with
the terms of this Agreement. &nbsp;As compensation for managing the build-out of
the Property, including working with government agencies to obtain approval of
the development and obtaining the plans, permits and approvals required to
complete the build-out; providing contractor&#146;s services, including liaising with
various trades to coordinate construction of the build-out and supervising and
directing construction of the build-out; preparing and implementing a marketing
plan; providing the construction bonds and obtaining financing and home warranty
coverage for the build-out of the Property, the Developer will receive 12.5% of
the net profit realized from the sale of the residential units included in the
Property build-out. &nbsp;If the sale of the residential units included in the
Property build-out fail to realize a net profit, the Developer will not receive
compensation. &nbsp;If units remain unsold following the payment in full of the
loans or other debt related to the Property build-out, the Developer&#146;s
compensation will be paid as each such unit is sold.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(f)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Continuing Services.</B> &nbsp;The Developer will continue
providing his services throughout the completion of the build-out of the
Property and the sale of the residential units.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(g)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: normal"
align=justify><B>Put Right.</B> &nbsp;In the event that the Developer is unable
to successfully obtain the plans, permits and approvals or the financing to
complete the build-out of the Property, or if for any reason the Developer
determines that the build-out of the Property is not in the best interests of
the Company or Bullion, the Developer will provide notice of this event to the
Company and to Bullion. &nbsp;Within 20 days of receiving the notice, the
Company may put the Stock to Bullion and Bullion will, within 120 days from
receiving the Company&#146;s put notice, repurchase the Stock by paying to the
Company the sum of $1,347,440 US<FONT style="FONT-SIZE: 10pt"> </FONT>(plus any
price adjustment required by Section 3(c)), less one-half of the expenses
incurred by Surrey in its efforts to develop the Property. &nbsp;Twelve months
from the date of this Agreement, this put right will expire and be of no further
force and effect.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(h)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Condition Precedent to Sale of Stock.</B> &nbsp;As a condition
precedent to the sale of the Stock, the Company must agree to reverse split the
outstanding shares of the Company&#146;s common stock.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>4.</B></P>
<P style="PADDING-LEFT: 48px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Representations and Warranties of the Corporate Parties.</B>
&nbsp;Except as otherwise indicated, the Company, Surrey and Bullion (each a
&#147;Corporate Party&#148;) make the following representations and warranties to each
other and to each other party to the Agreement:</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(a)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Organization, Good Standing, Power and Rights to Issue
Stock.</B> &nbsp;Each Corporate Party represents that it is a corporation duly
organized, validly existing and in good standing under the laws of the place of
its organization and has all requisite corporate power and authority to carry on
its business as now conducted and as presently proposed to be conducted.
&nbsp;Each Corporate Party is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its business or properties. &nbsp;No Corporate Party
to this Agreement is in violation of any of the provisions of its articles or
certificate of incorporation or bylaws.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR><BR></P>
<P style="MARGIN: 0px" align=center>9</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(b)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Capitalization of Surrey.</B> &nbsp;The authorized capital
stock of Surrey as of the date hereof consists of 100 shares of Class &#147;A&#148; Common
Stock. &nbsp;There are no options, warrants, conversion privileges or other
rights presently outstanding to purchase or otherwise acquire any authorized but
unissued shares of capital stock or other securities of Surrey. &nbsp;Surrey is
not a party or subject to any agreement or understanding and there is no
agreement or understanding between any person and/or entities that affects or
relates to the voting of Surrey&#146;s outstanding capital stock.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(c)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Authorization.</B> &nbsp;All corporate action necessary for the
authorization, execution and delivery of this Agreement and the performance of
all obligations of each Corporate Party hereunder, has been duly authorized by
the Corporate Party&#146;s board of directors and no other corporate proceedings on
the part of any party, other than the approval of this transaction by the
Company&#146;s shareholders, is necessary or advisable to authorize this Agreement
and the transactions contemplated hereby. &nbsp;This Agreement constitutes a
valid and legally binding obligation of each Corporate Party enforceable in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and by general principles of
equity. &nbsp;Other than approval by the Company&#146;s shareholders, no consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality is required by or with respect to any Corporate
Party in connection with the execution and delivery of this Agreement, or the
consummation of the transactions contemplated hereby, except for such consents,
approvals, orders, authorizations, registrations, declarations and filings as
may be required under applicable state securities laws and the securities laws
of any foreign country and such other consents, authorizations, filings,
approvals and registrations which, if not obtained or made, would not have a
material adverse effect on any Corporate Party and would not prevent, or
materially alter or delay any of the transactions contemplated by this
Agreement.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(d)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Valid Issuance of Stock.</B> &nbsp;The Stock, when issued, sold
and delivered in accordance with the terms hereof for the consideration
expressed herein will be duly and validly issued, fully paid and nonassessable
and will be free of restrictions on transfer other than restrictions on transfer
under this Agreement and under applicable state and federal securities laws.
&nbsp;The offer, sale and issuance of the Stock as contemplated by this
Agreement are exempt from the qualification and/or registration requirements of
any applicable state and federal securities laws, including without limitation,
the registration requirements of the Securities Act of 1933, as amended (the
&#147;Act&#148;).</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(e)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Title to Property and Assets.</B> &nbsp;Surrey owns its
property and assets free and clear of all mortgages, liens, loans and
encumbrances, except as otherwise disclosed to the Company in a writing executed
contemporaneously with this Agreement.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>10</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(f)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Compliance with Other Documents.</B> &nbsp;The execution and
delivery of this Agreement, consummation of the transactions contemplated
hereby, and compliance with the terms and provisions of this Agreement will not
conflict with or result in a breach of the terms and conditions of, or
constitute a default under any Corporate Party&#146;s articles or certificate of
incorporation or bylaws or of any contract or agreement to which any Corporate
Party is now a party, except where such conflict, breach or default of any such
contract or agreement, either individually or in the aggregate, would not have a
material adverse effect on the Corporate Party&#146;s business, financial condition
or results of operations and would not prevent, or materially alter or delay any
of the transactions contemplated by this Agreement.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(g)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Absence of Certain Changes.</B> &nbsp;Surrey has conducted its
businesses in the ordinary course consistent with past practice and there have
not occurred: (i) any change, event or condition (whether or not covered by
insurance) that has resulted in, or might reasonably be expected to result in, a
material adverse effect to Surrey; (ii) any acquisition, sale or transfer of any
material asset other than in the ordinary course of business and consistent with
past practice; (iii) any change in accounting methods or practices (including
any change in depreciation or amortization policies or rates) by Surrey or any
revaluation by Surrey of its assets; (iv) any material contract entered into by
Surrey, other than in the ordinary course of business, or any material amendment
or termination of, or default under, any material contract to which Surrey is a
party or by which it is bound; (v) any amendment or change to the articles or
certificate of incorporation or bylaws of Surrey; or (vi) any development or
event involving a prospective material adverse change in the condition
(financial or other), business, properties or results of operations of Surrey
taken as a whole.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(h)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Absence of Undisclosed Liabilities.</B> &nbsp;Surrey has no
material obligations or liabilities of any nature (matured or unmatured, fixed
or contingent) required to be stated or disclosed which are not, other than (i)
those set forth or adequately provided for in Surrey&#146;s financial statements or
in the related notes to Surrey&#146;s financial statements, (ii) those incurred in
the ordinary course of business and not required to be set forth in Surrey&#146;s
balance sheet under GAAP, and (iii) those incurred in the ordinary course of
business since the date of Surrey&#146;s balance sheet and not reasonably likely to
have a material adverse effect on Surrey.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(i)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Investigation.</B> &nbsp;The Company acknowledges that it has
had an opportunity to discuss Surrey&#146;s business and affairs with its President.
&nbsp;The Company further acknowledges having had access to information about
Surrey that it has requested or considers necessary for purposes of purchasing
the<A name=OLE_LINK2></A> Stock.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(j)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Accredited Investor.</B> &nbsp;The Company is an &#147;accredited
investor&#148; as such term is defined in Regulation D promulgated under the Act of
1933.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>11</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(k)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Purchase Entirely for Own Account.</B> &nbsp;This Agreement is
made with the Company in reliance upon the Company&#146;s representation to Surrey,
which by the Company&#146;s execution of this Agreement the Company hereby confirms,
that the Stock will be acquired for investment for the Company&#146;s own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof other than in conformity with the Act and the rules and
regulations promulgated thereunder, and that the Company has no present
intention of selling, granting any participation in, or otherwise distributing
the same, other than a transfer to a nominee holder or a majority-owned
affiliate.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(l)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Restricted Securities.</B> &nbsp;The Company understands that
the shares of Stock are characterized as &#147;restricted securities&#148; under the
federal securities laws inasmuch as they are being acquired from Surrey in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. In this connection, the Company
represents that it is familiar with Rule 144 promulgated by the Securities and
Exchange Commission, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; LINE-HEIGHT: 14pt"><B>5.</B></P>
<P
style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"><B>Miscellaneous.</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(a)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Notice.</B> &nbsp;Unless otherwise specifically provided in
this Agreement, all notices, demands, requests, consents, approvals or other
communications (collectively and severally called &#147;Notices&#148;) required or
permitted to be given hereunder, or which are given with respect to this
Agreement, shall be in writing, and shall be given by: (1) personal delivery
(which form of Notice shall be deemed to have been given upon delivery), (2) by
telegraph or by private airborne/overnight delivery service (which forms of
Notice shall be deemed to have been given upon confirmed delivery by the
delivery agency), (3) by electronic or facsimile or telephonic transmission,
provided the receiving party has a compatible device or confirms receipt thereof
(which forms of Notice shall be deemed delivered upon confirmed transmission or
confirmation of receipt), or (4) by mailing by registered or certified mail,
return receipt requested, postage prepaid (which forms of Notice shall be deemed
to have been given upon the 5th business day following the date mailed).
&nbsp;Notices shall be addressed to the address hereinabove set forth in the
introductory paragraph of this Agreement, or to such other address as the
receiving party shall have specified most recently by like Notice, with a copy
to the other parties hereto.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(b)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: normal"
align=justify><B>Preparation of Agreement; Costs and Expenses. </B><FONT
style="FONT-SIZE: 10pt"><B>&nbsp;</B></FONT>This Agreement was prepared by the
Company solely on behalf of the Company. &nbsp;Each party acknowledges that:
&nbsp;(i) he, she or it had the advice of, or sufficient opportunity to obtain
the advice of, legal counsel separate and independent of legal counsel for any
other party hereto; (ii) the terms of the transaction contemplated by this
Agreement are fair and reasonable to such party, and (iii) such party has
voluntarily entered into the transaction contemplated by this Agreement without
duress or coercion. &nbsp;Each party further acknowledges such party was not
represented by the legal counsel of any other party hereto in connection with
the transaction contemplated by this Agreement, nor was he, she or it under any
belief or understanding that such legal counsel was representing his, her or its
interests.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR><BR></P>
<P style="MARGIN: 0px" align=center>12</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(c)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Cooperation. &nbsp;</B>Each party agrees, without further
consideration, to cooperate and diligently perform any further acts, deeds and
things, and to execute and deliver any documents that may be reasonably
necessary or otherwise reasonably required to consummate, evidence, confirm
and/or carry out the intent and provisions of this Agreement, all without undue
delay or expense.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(d)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: normal"
align=justify><B>Entire Agreement/No Collateral Representations.</B><FONT
style="FONT-SIZE: 10pt"> &nbsp;</FONT>Each party expressly acknowledges and
agrees that this Agreement (1) is the final, complete and exclusive statement of
the agreement of the parties with respect to the subject matter hereof; (2)
supersedes any prior or contemporaneous agreements, proposals, commitments,
guarantees, assurances, communications, discussions, promises, representations,
understandings, conduct, acts, courses of dealing, warranties, interpretations
or terms of any kind, whether oral or written (collectively and severally, the
<I>&#147;prior agreements</I>&#148;), and that any such prior agreements are of no force
or effect except as expressly set forth herein; and (3) may not be varied,
supplemented or contradicted by evidence of prior agreements, or by evidence of
subsequent oral agreements. &nbsp;No<FONT style="FONT-SIZE: 10pt"> prior drafts
of this Agreement</FONT>,<FONT style="FONT-SIZE: 10pt"> </FONT>and no words or
phrases from any prior drafts, shall be admissible into evidence in any action
or suit involving this Agreement. &nbsp;</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(e)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Amendment; Waiver.</B> &nbsp;Except as expressly provided
otherwise herein, neither this Agreement nor any of the terms, provisions,
obligations or rights contained herein, may be amended, modified, supplemented,
augmented, rescinded, discharged or terminated (other than by performance),
except by a written instrument or instruments signed by all of the parties to
this Agreement. &nbsp;No waiver of any breach of any term, provision or
agreement contained herein, or of the performance of any act or obligation under
this Agreement, or of any extension of time for performance of any such act or
obligation, or of any right granted under this Agreement, shall be effective and
binding unless such waiver shall be in a written instrument or instruments
signed by each party claimed to have given or consented to such waiver and each
party affected by such waiver.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(f)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Severability.</B> &nbsp;If any term or provision of this
Agreement or the application thereof to any person or circumstance shall, to any
extent, be determined to be invalid, illegal or unenforceable under present or
future laws, then, and in that event: &nbsp;(1) the performance of the offending
term or provision (but only to the extent its application is invalid, illegal or
unenforceable) shall be excused as if it had never been incorporated into this
Agreement, and, in lieu of such excused provision, there shall be added a
provision as similar in terms and amount to such excused provision as may be
possible and be legal, valid and enforceable; and (2) the remaining part of this
Agreement (including the application of the offending term or provision to
persons or circumstances other than those as to which it is held invalid,
illegal or unenforceable) shall not be affected thereby, and shall continue in
full force and effect to the fullest extent provided by law. &nbsp;</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(g)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Headings.</B> &nbsp;The headings used in this Agreement are for
convenience and reference purposes only, and shall not be used in construing or
interpreting the scope or intent of this Agreement or any provision hereof.
&nbsp;References to this Agreement shall include all amendments or renewals
thereof.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>13</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; PAGE-BREAK-BEFORE: always; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(h)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Applicable Law.</B> &nbsp;This Agreement and the rights and
remedies of each party arising out of or relating to this Agreement (including,
without limitation, equitable remedies) shall (with the exception of the
Securities Act and the Blue Sky Laws) be solely governed by, interpreted under,
and construed and enforced in accordance with the laws of British Columbia, as
if this Agreement were made, and as if its obligations are to be performed,
wholly within British Columbia.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(i)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=justify><B>Successors and Assigns. &nbsp;</B>All of the representations,
warranties, covenants, conditions and provisions of this Agreement shall be
binding upon and shall inure to the benefit of each party and such party's
respective successors and permitted assigns, spouses, heirs, executors,
administrators, and personal and legal representatives.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P
style="MARGIN-TOP: 0px; PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN-BOTTOM: -18px; TEXT-INDENT: -48px; LINE-HEIGHT: 14pt"
align=justify><B>(j)</B></P>
<P style="PADDING-LEFT: 96px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 15.2pt"
align=justify><B>Counterparts.</B> &nbsp;&nbsp;This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument, binding on all parties
hereto. &nbsp;Any signature page of this Agreement may be detached from any
counterpart of this Agreement and reattached to any other counterpart of this
Agreement identical in form hereto by having attached to it one or more
additional signature pages.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center>[SIGNATURES APPEAR ON NEXT PAGE]</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"><B>&#147;COMPANY&#148;</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Ableauctions.com,
Inc.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">By:</P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Barrett
Sleeman, Director</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"><B>&#147;DEVELOPER&#148;</B></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Abdul
Ladha</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Overture
Development Corporation</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">By:</P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Abdul
Ladha, President</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR><BR></P>
<P style="MARGIN: 0px" align=center>14</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; PAGE-BREAK-BEFORE: always; MARGIN: 0px; LINE-HEIGHT: 14pt"><B>&#147;SURREY&#148;</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Surrey
Central City Holdings Ltd.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">By:</P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Abdul
Ladha, President</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"><B>BULLION
REEF HOLDINGS LTD.</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Bullion
Reef Holdings Ltd.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">By:</P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Abdul
Ladha, President</P>
<P style="MARGIN: 0px"><BR><BR></P>
<P style="MARGIN: 0px" align=center>15</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="PADDING-LEFT: 240px; FONT-SIZE: 12pt; PAGE-BREAK-BEFORE: always; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=right>Attachment 1</P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=center><B>Promissory Note</B></P>
<P style="MARGIN: 0px"><BR></P>
<TABLE style="FONT-SIZE: 10pt" cellSpacing=0 align=center>
<TR style="DISPLAY: none; FONT-SIZE: 0px" height=0>
<TD width=367></TD>
<TD width=367></TD></TR>
<TR>
<TD vAlign=top width=367>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"><B>$673,720
US</B></P></TD>
<TD vAlign=top width=367>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=right><B>Vancouver, British Columbia</B></P></TD></TR>
<TR>
<TD vAlign=top width=367>
<P>&nbsp;</P></TD>
<TD vAlign=top width=367>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt"
align=right><B>October 6, 2008</B></P></TD></TR></TABLE>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>This Promissory Note (the &#147;Note&#148;) is made and executed as of the
date referred to above, by Ableauctions.com Inc., a Florida corporation (the
&#147;Borrower&#148;). &nbsp;By this Note, the Borrower promises and agrees to pay to the
order of Bullion Reef Holdings Ltd. (the &#147;Lender&#148;), at 217-713 Columbia St., New
Westminster, British Columbia V3M 1B2 Canada or<B> </B>at such other place as
the Lender may designate in writing, the principal sum of Six Hundred and
Seventy Three Thousand Seven Hundred and Twenty and 00/100 Dollars ($673,720
US), together with simple interest thereon until paid in full, both before and
after judgment, at the prime rate as announced by the Royal Bank of Canada plus
2%, per annum. &nbsp;Interest shall be computed on the basis of a 360 day year
and a 30 day month.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>Subject to the remaining terms of this Note, the entire unpaid
principal balance, together with any accrued interest and other unpaid charges
or fees hereunder, shall be due and payable on October 6, 2009 (the &#147;Maturity
Date&#148;).</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>Prepayment in whole or part may occur at any time hereunder
without penalty, provided that any partial prepayment shall not operate to
postpone or suspend the obligation to make, and shall not have the effect of
altering the time for payment of, the remaining balance of the Note as provided
for above, unless and until the entire obligation is paid in full. &nbsp;All
payments received hereunder shall be applied, first, to any costs or expenses
incurred by the Lender in collecting such payment or to any other unpaid charges
or expenses due hereunder; second, to accrued interest; and third, to
principal.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>If there is a change of control of the Borrower, this Note will
become all due and payable at the election of the Lender. &nbsp;For purposes of
this Note, a change of control of the Borrower shall mean a sale or disposition
by the Borrower of substantially all of its business or assets or the sale of
the capital stock of the Borrower in connection with the sale or transfer of a
controlling interest in the Borrower to an unrelated third party or the merger
or consolidation of the Borrower with a corporation as part of a sale or
transfer of a controlling interest in the Borrower to an unrelated third party
&nbsp;&#147;A controlling interest&#148; shall be defined as 50% or more of the Borrower&#146;s
outstanding common stock.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>The Lender, in its sole and absolute discretion, may elect to
receive the payment of some or all of the principal amount and some or all of
any accrued interest (i) in cash or (ii) in shares of the Borrower&#146;s common
stock, $0.001 par value. &nbsp;If the Lender elects to receive payment in common
stock, the number of shares of common stock to be issued shall be determined by
using the closing price of the common stock on the trading day immediately prior
to the date of this Note, as that price may be adjusted for a subdivision of the
common stock into a greater number of shares or a combination of common stock
into a smaller number of shares.</P>
<P style="MARGIN: 0px" align=justify><BR><BR></P>
<P style="MARGIN: 0px" align=center>16</P>
<P style="MARGIN: 0px"><BR></P>
<HR style="MARGIN-TOP: 9px; MARGIN-BOTTOM: 9px" noShade SIZE=1>
<P
style="FONT-SIZE: 12pt; PAGE-BREAK-BEFORE: always; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>An event of default will occur if any of the following events
occurs: &nbsp;(a) failure to pay any principal or interest hereunder within 10
days after the same becomes due; (b) if any representation or warranty made by
the Borrower in the Development Agreement, or in any certificate, financial
statement, or other statement furnished by the Borrower to the Lender is untrue
in any material respect at the time when made; (c) default by the Borrower in
the observance or performance of any other covenant or agreement contained in
the Development Agreement; (d) filing by the Borrower of a voluntary petition in
bankruptcy seeking reorganization, arrangement or readjustment of debts, or any
other relief under the Bankruptcy Code as amended or under any other insolvency
act or law, state or federal, now or hereafter existing; or (e) filing of an
involuntary petition against the Borrower in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now
or hereafter existing, and the continuance thereof for 60 days undismissed,
unbonded, or undischarged.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>Any notice or demand to be given to the parties hereunder shall be
deemed to have been given to and received by them and shall be effective when
personally delivered or when sent by certified or registered mail, return
receipt requested, postage prepaid, and addressed to the party at its last known
address, or at such other address as the one of the parties may hereafter
designate in writing to the other party.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>The Borrower hereof waives presentment for payment, protest,
demand, notice of protest, notice of dishonor, and notice of nonpayment, and
expressly agrees that this Note, or any payment hereunder, may be extended from
time to time by the Lender without in any way affecting the Borrower&#146;s liability
hereunder.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>In the event any payment under this Note is not made at the time
and in the manner required, the Borrower agrees to pay any and all costs and
expenses which may be incurred by the Lender hereof in connection with the
enforcement of any of its rights under this Note or under any such other
instrument, including court costs and reasonable attorneys&#146; fees.</P>
<P style="MARGIN: 0px" align=justify><BR></P>
<P style="FONT-SIZE: 12pt; MARGIN: 0px; TEXT-INDENT: 48px; LINE-HEIGHT: 14pt"
align=justify>This Note shall be governed by and construed and enforced in
accordance with the laws of British Columbia<B>.</B></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">&#147;Borrower&#148;</P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">Ableauctions.com,
Inc.</P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P style="MARGIN: 0px"><BR></P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">By:</P>
<P
style="PADDING-LEFT: 384px; FONT-SIZE: 12pt; MARGIN: 0px; LINE-HEIGHT: 14pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Barrett
Sleeman</P>
<P style="MARGIN: 0px"><BR><BR></P>
<P style="MARGIN: 0px" align=center>17</P>
<P
style="MARGIN: 0px"><BR></P></BODY>
<!-- EDGAR Validation Code: CDD8F545 -->
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{"company-data": {"conformed-name": "ABLEAUCTIONS COM INC", "cik": "0001099290", "assigned-sic": "7389", "irs-number": "593404233", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15931", "film-number": "081115859"}, "business-address": {"street1": "1963 LOUGHEED HIGHWAY", "city": "COQUITLAM", "state": "A1", "zip": "V3K 3T8", "phone": "604-521-3369"}, "mail-address": {"street1": "1963 LOUGHEED HIGHWAY", "city": "COQUITLAM", "state": "A1", "zip": "V3K 3T8"}}
Ableauctions.com, Inc. Form 8-K 09Oct08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):  October 9, 2008 (October 6, 2008)
ABLEAUCTIONS.COM, INC.
(Exact
name of Registrant as specified in charter)
Florida
000-28179
59-3404233
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
Suite
200 - 1963 Lougheed Highway
Coquitlam, British Columbia Canada
(Address
of principal executive offices)
Registrant's
telephone number, including area code:  604-521-3369
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the
Registrant under any of the following provisions (see General Instruction A.2
below).
[  ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR240.14a-12)
[  ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
[  ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
Item
1.01.
Entry
into a Material Agreement.
A significant segment of our business provides liquidation and
merchandizing services, along with auction and point-of-sale technology, to
businesses to assist them in managing the sale of their products.  On April
15, 2008 we announced that we had been notified by eBay that eBay intended to
wind down the operations of its eBay Live Auctions platform effective December
31, 2008.  This decision, along with the continued weakness in the U.S.
economy, has negatively impacted our liquidation and live auction broadcast
services.  In order to address the adverse effect of these events on our
revenues and operations, our management is currently considering whether to
restructure our operations or to acquire or merge with another business.
 However, in the absence of any immediate and definitive transaction, we
intend to expand our investment and property development business.
To this end, on October 6, 2008 our board of directors approved a
Development Agreement between the company and Mr. Abdul Ladha, our chief
executive officer, chief financial officer, director and a major shareholder,
Overture Development Corporation, Surrey Central City Ltd. ("Surrey") and
Bullion Reef Holdings Ltd. ("Bullion").  Mr. Ladha is the sole officer,
director and shareholder of Overture Development Corporation and the sole
officer and director of Surrey.  Bullion is the sole shareholder of Surrey.
 Mr. Ladha's wife is the sole shareholder of Bullion.  A copy of the
Development Agreement is attached to this Current Report on Form 8-K.
Surrey is the owner of 4 properties (collectively referred to as
the "Property") adjacent to 9655 King George Highway, Surrey, British Columbia.
 We own 9655 King George Highway and are in the process of improving it
with a retail facility of approximately 4,326 square feet and with a residential
complex consisting of 111 condominiums of approximately 91,132 square feet.
 Surrey intends to explore the potential of developing the Property by
improving it with a residential 4-storey (but no more than a 6 storey) complex
consisting of at least 76 condominiums of approximately 45,000 square feet.
 Our board of directors believes that this development has significant
potential and has determined that the acquisition of a 50% interest in Surrey
will be in our best interests and in the best interests of our shareholders.
Surrey has no assets other than the Property and no liabilities.
 Surrey currently has 100 shares of common stock issued and outstanding,
all of which are owned by Bullion.  We have agreed to purchase 50 of these
shares from Bullion.  We have agreed to pay $1,347,440
for these shares.  The
purchase price is based on an appraisal provided to us by an independent
appraiser and a fairness opinion.  The purchase price is subject to an
upward adjustment in the event of either of the following occurrences.  The
purchase price may be increased to reflect the increase in value that will
accrue to the Property if Surrey decides to develop the Property with a 6-storey
complex rather than a 4-storey complex.  The purchase price may also be
increased to reflect the increase in value that will accrue to the Property if
Surrey is able to acquire an adjacent lot owned by an unrelated third party.
 Negotiations relating to the acquisition of the lot have been on-going
and, if the adjacent lot is acquired, Surrey will be able to develop the
Property (which will include the adjacent lot) with a significantly larger
structure.
2
We intend to pay one-half of the purchase price in cash and the
remainder of the purchase price with a promissory note.  The promissory
note will accrue simple interest at the prime rate announced by the Royal Bank
of Canada plus 2% per annum.  The promissory note will include a provision
that will allow Bullion to convert some or all of the principal amount and some
or all of the accrued interest into shares of our common stock.  The number
of shares of common stock to be issued to Bullion upon conversion of the
principal and accrued interest will be computed at 20% above the last sale price
of one share of our common stock on the date on which the Development Agreement
is executed.  The last sale price of our common stock on October 6, 2008
was $0.03.
The entire unpaid principal balance, together with any
accrued interest and other unpaid charges or fees are due and payable on October
6, 2009.  Our purchase of the shares from Bullion is contingent upon
receipt of the approval of our shareholders of the acquisition of the shares in
Surrey, the potentia
l
issuance of our common stock in payment of the promissory note and
approval by the American Stock Exchange of the additional listing application we
will be required to submit prior to issuing such shares.  We will only be
required to submit an additional listing application if Bullion exercises its
right to receive shares of our common stock, rather than cash, for some or all
of the balance of the purchase price.
In the event that Surrey is unable to successfully obtain the
plans, permits and approvals or the financing to complete the build-out of the
Property, or if for any reason Surrey determines that the build-out of the
Property is not in its best interests, notice of this event will be provided to
us.  Within 20 days of receiving the notice, we may put the stock we
purchased to Bullion and Bullion will, within 120 days from receiving our put
notice, repurchase the stock by paying to us in cash the purchase price
(including the adjustments described above, if any), less one-half of the
expenses incurred by Surrey in its efforts to develop the Property.  This
put right will expire within 12 months from the date of the Development
Agreement.
The Development Agreement anticipates that Mr. Ladha and Overture
Development Corporation will provide services to Surrey in developing the
Property.  These services include managing the build-out; working with
government agencies to obtain approval of the development and obtaining the
plans, permits and approvals required to complete the build-out; providing
contractor's services, including liaising with various trades to coordinate
construction of the build-out and supervising and directing construction of the
build-out; preparing and implementing a marketing plan; providing the
construction bonds; and obtaining financing and home warranty coverage for the
development.  Mr. Ladha and Overture Development Corporation will jointly
receive 12.5% of the net profit (the "Developer's Fee") for providing these
services.  The term "net profit" means the revenue received from the sale
of the residential units after deducting expenses.  The term "expenses"
includes, but is not limited to, all architectural, legal and professional fees;
loan fees and interest paid on loans; fees, costs and taxes chargeable by any
governmental authority; costs of insurance; and any and all costs related to the
construction of the improvements.  Net profit is to be determined when the
project receives a conditional occupancy permit and when any and all loans or
other debt related to the project have been paid in full.  If the sale of
the residential units included in the build-out of the Property fails to realize
a net profit, Mr. Ladha and Overture Development Corporation will not receive
the Developer's Fee.  If units remain unsold following the payment in full
of the loans or other debt related to the build-out of the Property, the
Developer's Fee will be paid as each such unit is sold.
Finally, the Development Agreement permits us to pay a Developer's
Fee to Mr. Ladha and Overture for providing services to us for the build-out of
9655 King George Highway, Surrey, British Columbia.  The Developer's Fee
for that project will be 25% of the net profit.
3
Item 9.01.
Financial Statements and Exhibits
10.1
Development
Agreement with Promissory Note attached
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ABLEAUCTIONS.COM,
INC.
/s/ Abdul
Ladha
Abdul Ladha, Chief
Executive Officer
Dated:  October
9, 2008
4
DEVELOPMENT AGREEMENT
This Development Agreement (the "Agreement") is made effective as
of the 6th day of October 2008 among
ABLEAUCTIONS.COM, INC.
(hereinafter the "Company"), whose
office or principal place of business is 1963 Lougheed Highway, Coquitlam,
British Columbia, Canada V3K 3T8,
and
ABDUL LADHA and OVERTURE DEVELOPMENT CORPORATION,
(hereinafter the "Developer"), whose office or principal place of business
is 1963 Lougheed Highway, Coquitlam, British Columbia, Canada V3K 3T8,
and
SURREY CENTRAL CITY HOLDINGS LTD.
(hereinafter "Surrey"),
whose office or principal place of business is 217-713 Columbia St., New
Westminster, British Columbia, Canada V3M 1B2
and
BULLION REEF HOLDINGS LTD.
, (hereinafter "Bullion"), whose
office or principal place of business is 217-713 Columbia St., New Westminster,
British Columbia, Canada V3M 1B2
and is based upon the following recitals:
A.
The Developer is the Company's Chief Executive Officer, President,
Chief Financial Officer, a member of the Company's board of directors and a
shareholder of the Company.  The Developer is also Surrey's sole officer
and director.  Surrey's sole shareholder is Bullion, an affiliate of the
Developer.  The Developer is experienced in developing real property for
commercial and residential use.
B.
A significant segment of the Company's business provides
liquidation and merchandizing services, along with auction and point-of-sale
technology, to businesses to assist them in managing the sale of their products.
 On April 15, 2008 the Company announced that it had been notified by eBay
that eBay intended to wind down the operations of its eBay Live Auctions
platform effective December 31, 2008.  This decision, along with the
continued weakness in the U.S. economy, has negatively impacted the Company's
liquidation and live auction broadcast services.
5
C.
In order to address the adverse effect of these events on the
Company's revenues and operations, and in order to maintain the Company's
listing on the American Stock Exchange, management is currently considering
whether to restructure the Company's operations or to acquire or merge with
another business.  However, in the absence of any immediate and definitive
transaction, the Company intends to expand its investment and property
development business, which management believes to be in the best interests of
the Company and its shareholders.
D.
In 2005, in an effort to increase shareholder value, diversify the
Company's assets and provide a reliable source of income, the Developer brought
to the Company's board of directors an opportunity to develop certain real
property located at 9655 King George Highway, Surrey, British Columbia by
improving it with a retail facility of approximately 4,326 square feet and with
a residential complex consisting of 111 condominiums of approximately 91,132
square feet (the "GRUV Development").  The board of directors approved the
acquisition of this opportunity and the Developer, on behalf of the Company,
began taking the steps necessary to obtain the funding and other approvals and
permits necessary to build the GRUV Development.
E.
The Company and the Developer now wish to memorialize the rights
and obligations of each party in relation to (i) the acquisition of this
opportunity, (ii) the compensation to be paid to the Developer for the services
provided by the Developer or parties affiliated with the Developer in managing,
marketing, obtaining financing, obtaining home warranty coverage and other
services performed in conjunction with the build-out of the GRUV Development,
and (iii) the completion of the GRUV Development.
F.
The Company also wishes to acquire a 50% ownership interest in
Surrey, which plans to develop four additional properties that are adjacent to
the GRUV Development.  These properties (hereinafter referred to
collectively as the "Property") are commonly known as:
13523
- 96 Ave, Surrey, British Columbia
PID
009-756-256
13535
- 96 Ave, Surrey, British Columbia
PID
004-947-274
13547
- 96 Ave, Surrey, British Columbia
PID
001-475-649
13549
- 96 Ave, Surrey, British Columbia
PID
001-475-657
Surrey owns the Property and intends to explore the potential of
developing the Property by improving it with a residential four-storey complex
consisting of 76 condominiums of approximately 45,000 square feet.  The
Company's management believes that the acquisition of an ownership interest in
Surrey and the subsequent development of the Property will be in the best
interests of the Company and its shareholders.
6
NOW THEREFORE
in consideration of the premises and mutual
covenants herein set forth and provided for, the parties hereto covenant and
agree as follows:
1.
Definition of Net Profit.
When used in this
Agreement, the term "net profit" means the revenue received from the sale of the
residential units included in the GRUV Development and, assuming the build-out
of the Property, from the sale of the residential units included in the
build-out of the Property, after deducting expenses.  The term "expenses"
includes, but is not limited to, all architectural, legal and professional fees;
loan fees and interest paid on loans; fees, costs and taxes chargeable by any
governmental authority; costs of insurance; and any and all costs related to the
construction of the improvements, with the exception of the Developer's fee.
 Net profit will be determined when each project receives a conditional
occupancy permit and when any and all loans or other debt related to the project
have been paid in full.
2.
Agreement
Relating to the GRUV Development:
(a)
Compensation.
As compensation for managing the GRUV
Development build-out, including working with government agencies to obtain
approval of the development and obtaining the plans, permits and approvals
required to complete the build-out; providing contractor's services, including
liaising with various trades to coordinate construction of the build-out and
supervising and directing construction of the build-out; preparing and
implementing a marketing plan; providing the construction bonds and obtaining
financing and home warranty coverage for the GRUV Development, the Developer
will receive 25% of the net profit realized by the sale of the residential units
included in the GRUV Development.  If the sale of the residential units
included in the GRUV Development fail to realize a net profit, the Developer
will not receive compensation.  If units remain unsold following the
payment in full of the loans or other debt related to the GRUV Development, the
Developer's compensation will be paid as each such unit is sold.
(b)
Continuing Services.
The Developer will continue
providing his services throughout the completion of the build-out of the GRUV
Development and the sale of the residential units included in the GRUV
Development.
3.
Agreement
Relating to Surrey:
(a)
Purchase and Sale of Interest.
Bullion hereby sells,
and the Company hereby purchases, 50 shares of the capital stock of Surrey (the
"Stock"), which represents 50% of the issued and outstanding capital stock of
Surrey.
(b)
Payment of Purchase Price.
The purchase price for the
Stock is $1,347,440 US
(the "Purchase
Price"), subject to adjustment as described herein, and shall be paid as
follows:
(i)
$673,720 US
in cash shall be
paid upon execution of this Agreement and
7
(ii)
$673,720 US will be paid with a convertible promissory note (the
"Note"), in substantially the form attached to this Agreement as Attachment 1.
 The Note will have a term of one year.  The Note will accrue simple
interest at the rate of prime plus 2% per annum.  The Note will include a
provision that will allow Bullion to convert some or all of the principal amount
and some or all of the accrued interest into shares of the Company's common
stock.  The number of shares of common stock to be issued to Bullion upon
conversion of the principal and accrued interest will be computed by using the
last sale price of one share of the Company's common stock on the date on which
this Agreement is executed.  Bullion understands and agrees that the
Company may not issue shares of its common stock to Bullion until it receives
approval of its additional listing application from the American Stock Exchange
and, if required, approval by the Company's shareholders.  If the Company
fails to obtain approval of the additional listing application or approval from
its shareholders (if required), then the Company will be required to immediately
pay this portion of the purchase price in cash.
(c)
Adjustment to Purchase Price.
The purchase price has
been determined assuming that Surrey will develop a 4 storey wood frame
structure on the Property.  The parties acknowledge that:
·
in January 2009, builders may be permitted to build 6 storey
structures in the Province of British Columbia, rather than be limited to 4
storey structures.  The parties agree that if Surrey develops a 6-storey
wood frame structure on the Property, the purchase price for the Stock will be
adjusted to reflect the increase in the value of the Property that will result
from the increase in density.
·
Surrey has been in the past, and is currently, negotiating with an
unrelated third party to acquire an additional property that would increase the
site area to approximately 55,000 square feet.  The parties agree that if
Surrey acquires the additional property within 12 months of the purchase of the
Stock, the purchase price for the Stock will be adjusted to reflect the increase
in the value of the Property that will result from the increase in the site
area.
In the case of either of the above adjustments, the increase in
value will be determined by at least 2 appraisers independent from the parties
and each other.  If the appraisers cannot agree on the increase in value,
then the increase in value will equal the average of the appraisers' findings of
increased value.  Unless the Company wishes to seek shareholder approval
for issuing additional shares of common stock to Bullion, the increase in the
purchase price resulting from either of the above adjustments will be paid in
cash.
(d)
Allocation of Benefits and Obligations.
Unless
otherwise agreed to by both parties in writing, the obligations and liabilities
of, and any and all contributions and divisions of profits in connection with,
the business of Surrey, including the development of the Property, shall be
allocated between the Company and Bullion on an equal basis.
8
(e)
Compensation to be Paid to Developer.
Bullion and the
Company agree that Surrey will retain the services of the Developer to build-out
the Property and the Developer agrees to provide the services in accordance with
the terms of this Agreement.  As compensation for managing the build-out of
the Property, including working with government agencies to obtain approval of
the development and obtaining the plans, permits and approvals required to
complete the build-out; providing contractor's services, including liaising with
various trades to coordinate construction of the build-out and supervising and
directing construction of the build-out; preparing and implementing a marketing
plan; providing the construction bonds and obtaining financing and home warranty
coverage for the build-out of the Property, the Developer will receive 12.5% of
the net profit realized from the sale of the residential units included in the
Property build-out.  If the sale of the residential units included in the
Property build-out fail to realize a net profit, the Developer will not receive
compensation.  If units remain unsold following the payment in full of the
loans or other debt related to the Property build-out, the Developer's
compensation will be paid as each such unit is sold.
(f)
Continuing Services.
The Developer will continue
providing his services throughout the completion of the build-out of the
Property and the sale of the residential units.
(g)
Put Right.
In the event that the Developer is unable
to successfully obtain the plans, permits and approvals or the financing to
complete the build-out of the Property, or if for any reason the Developer
determines that the build-out of the Property is not in the best interests of
the Company or Bullion, the Developer will provide notice of this event to the
Company and to Bullion.  Within 20 days of receiving the notice, the
Company may put the Stock to Bullion and Bullion will, within 120 days from
receiving the Company's put notice, repurchase the Stock by paying to the
Company the sum of $1,347,440 US
(plus any
price adjustment required by Section 3(c)), less one-half of the expenses
incurred by Surrey in its efforts to develop the Property.  Twelve months
from the date of this Agreement, this put right will expire and be of no further
force and effect.
(h)
Condition Precedent to Sale of Stock.
As a condition
precedent to the sale of the Stock, the Company must agree to reverse split the
outstanding shares of the Company's common stock.
4.
Representations and Warranties of the Corporate Parties.
Except as otherwise indicated, the Company, Surrey and Bullion (each a
"Corporate Party") make the following representations and warranties to each
other and to each other party to the Agreement:
(a)
Organization, Good Standing, Power and Rights to Issue
Stock.
Each Corporate Party represents that it is a corporation duly
organized, validly existing and in good standing under the laws of the place of
its organization and has all requisite corporate power and authority to carry on
its business as now conducted and as presently proposed to be conducted.
 Each Corporate Party is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its business or properties.  No Corporate Party
to this Agreement is in violation of any of the provisions of its articles or
certificate of incorporation or bylaws.
9
(b)
Capitalization of Surrey.
The authorized capital
stock of Surrey as of the date hereof consists of 100 shares of Class "A" Common
Stock.  There are no options, warrants, conversion privileges or other
rights presently outstanding to purchase or otherwise acquire any authorized but
unissued shares of capital stock or other securities of Surrey.  Surrey is
not a party or subject to any agreement or understanding and there is no
agreement or understanding between any person and/or entities that affects or
relates to the voting of Surrey's outstanding capital stock.
(c)
Authorization.
All corporate action necessary for the
authorization, execution and delivery of this Agreement and the performance of
all obligations of each Corporate Party hereunder, has been duly authorized by
the Corporate Party's board of directors and no other corporate proceedings on
the part of any party, other than the approval of this transaction by the
Company's shareholders, is necessary or advisable to authorize this Agreement
and the transactions contemplated hereby.  This Agreement constitutes a
valid and legally binding obligation of each Corporate Party enforceable in
accordance with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and by general principles of
equity.  Other than approval by the Company's shareholders, no consent,
approval, order or authorization of, or registration, declaration or filing
with, any court, administrative agency or commission or other governmental
authority or instrumentality is required by or with respect to any Corporate
Party in connection with the execution and delivery of this Agreement, or the
consummation of the transactions contemplated hereby, except for such consents,
approvals, orders, authorizations, registrations, declarations and filings as
may be required under applicable state securities laws and the securities laws
of any foreign country and such other consents, authorizations, filings,
approvals and registrations which, if not obtained or made, would not have a
material adverse effect on any Corporate Party and would not prevent, or
materially alter or delay any of the transactions contemplated by this
Agreement.
(d)
Valid Issuance of Stock.
The Stock, when issued, sold
and delivered in accordance with the terms hereof for the consideration
expressed herein will be duly and validly issued, fully paid and nonassessable
and will be free of restrictions on transfer other than restrictions on transfer
under this Agreement and under applicable state and federal securities laws.
 The offer, sale and issuance of the Stock as contemplated by this
Agreement are exempt from the qualification and/or registration requirements of
any applicable state and federal securities laws, including without limitation,
the registration requirements of the Securities Act of 1933, as amended (the
"Act").
(e)
Title to Property and Assets.
Surrey owns its
property and assets free and clear of all mortgages, liens, loans and
encumbrances, except as otherwise disclosed to the Company in a writing executed
contemporaneously with this Agreement.
10
(f)
Compliance with Other Documents.
The execution and
delivery of this Agreement, consummation of the transactions contemplated
hereby, and compliance with the terms and provisions of this Agreement will not
conflict with or result in a breach of the terms and conditions of, or
constitute a default under any Corporate Party's articles or certificate of
incorporation or bylaws or of any contract or agreement to which any Corporate
Party is now a party, except where such conflict, breach or default of any such
contract or agreement, either individually or in the aggregate, would not have a
material adverse effect on the Corporate Party's business, financial condition
or results of operations and would not prevent, or materially alter or delay any
of the transactions contemplated by this Agreement.
(g)
Absence of Certain Changes.
Surrey has conducted its
businesses in the ordinary course consistent with past practice and there have
not occurred: (i) any change, event or condition (whether or not covered by
insurance) that has resulted in, or might reasonably be expected to result in, a
material adverse effect to Surrey; (ii) any acquisition, sale or transfer of any
material asset other than in the ordinary course of business and consistent with
past practice; (iii) any change in accounting methods or practices (including
any change in depreciation or amortization policies or rates) by Surrey or any
revaluation by Surrey of its assets; (iv) any material contract entered into by
Surrey, other than in the ordinary course of business, or any material amendment
or termination of, or default under, any material contract to which Surrey is a
party or by which it is bound; (v) any amendment or change to the articles or
certificate of incorporation or bylaws of Surrey; or (vi) any development or
event involving a prospective material adverse change in the condition
(financial or other), business, properties or results of operations of Surrey
taken as a whole.
(h)
Absence of Undisclosed Liabilities.
Surrey has no
material obligations or liabilities of any nature (matured or unmatured, fixed
or contingent) required to be stated or disclosed which are not, other than (i)
those set forth or adequately provided for in Surrey's financial statements or
in the related notes to Surrey's financial statements, (ii) those incurred in
the ordinary course of business and not required to be set forth in Surrey's
balance sheet under GAAP, and (iii) those incurred in the ordinary course of
business since the date of Surrey's balance sheet and not reasonably likely to
have a material adverse effect on Surrey.
(i)
Investigation.
The Company acknowledges that it has
had an opportunity to discuss Surrey's business and affairs with its President.
 The Company further acknowledges having had access to information about
Surrey that it has requested or considers necessary for purposes of purchasing
the
Stock.
(j)
Accredited Investor.
The Company is an "accredited
investor" as such term is defined in Regulation D promulgated under the Act of
1933.
11
(k)
Purchase Entirely for Own Account.
This Agreement is
made with the Company in reliance upon the Company's representation to Surrey,
which by the Company's execution of this Agreement the Company hereby confirms,
that the Stock will be acquired for investment for the Company's own account,
not as a nominee or agent, and not with a view to the resale or distribution of
any part thereof other than in conformity with the Act and the rules and
regulations promulgated thereunder, and that the Company has no present
intention of selling, granting any participation in, or otherwise distributing
the same, other than a transfer to a nominee holder or a majority-owned
affiliate.
(l)
Restricted Securities.
The Company understands that
the shares of Stock are characterized as "restricted securities" under the
federal securities laws inasmuch as they are being acquired from Surrey in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances. In this connection, the Company
represents that it is familiar with Rule 144 promulgated by the Securities and
Exchange Commission, as presently in effect, and understands the resale
limitations imposed thereby and by the Act.
5.
Miscellaneous.
(a)
Notice.
Unless otherwise specifically provided in
this Agreement, all notices, demands, requests, consents, approvals or other
communications (collectively and severally called "Notices") required or
permitted to be given hereunder, or which are given with respect to this
Agreement, shall be in writing, and shall be given by: (1) personal delivery
(which form of Notice shall be deemed to have been given upon delivery), (2) by
telegraph or by private airborne/overnight delivery service (which forms of
Notice shall be deemed to have been given upon confirmed delivery by the
delivery agency), (3) by electronic or facsimile or telephonic transmission,
provided the receiving party has a compatible device or confirms receipt thereof
(which forms of Notice shall be deemed delivered upon confirmed transmission or
confirmation of receipt), or (4) by mailing by registered or certified mail,
return receipt requested, postage prepaid (which forms of Notice shall be deemed
to have been given upon the 5th business day following the date mailed).
 Notices shall be addressed to the address hereinabove set forth in the
introductory paragraph of this Agreement, or to such other address as the
receiving party shall have specified most recently by like Notice, with a copy
to the other parties hereto.
(b)
Preparation of Agreement; Costs and Expenses.
This Agreement was prepared by the
Company solely on behalf of the Company.  Each party acknowledges that:
 (i) he, she or it had the advice of, or sufficient opportunity to obtain
the advice of, legal counsel separate and independent of legal counsel for any
other party hereto; (ii) the terms of the transaction contemplated by this
Agreement are fair and reasonable to such party, and (iii) such party has
voluntarily entered into the transaction contemplated by this Agreement without
duress or coercion.  Each party further acknowledges such party was not
represented by the legal counsel of any other party hereto in connection with
the transaction contemplated by this Agreement, nor was he, she or it under any
belief or understanding that such legal counsel was representing his, her or its
interests.
12
(c)
Cooperation.
Each party agrees, without further
consideration, to cooperate and diligently perform any further acts, deeds and
things, and to execute and deliver any documents that may be reasonably
necessary or otherwise reasonably required to consummate, evidence, confirm
and/or carry out the intent and provisions of this Agreement, all without undue
delay or expense.
(d)
Entire Agreement/No Collateral Representations.
Each party expressly acknowledges and
agrees that this Agreement (1) is the final, complete and exclusive statement of
the agreement of the parties with respect to the subject matter hereof; (2)
supersedes any prior or contemporaneous agreements, proposals, commitments,
guarantees, assurances, communications, discussions, promises, representations,
understandings, conduct, acts, courses of dealing, warranties, interpretations
or terms of any kind, whether oral or written (collectively and severally, the
"prior agreements
"), and that any such prior agreements are of no force
or effect except as expressly set forth herein; and (3) may not be varied,
supplemented or contradicted by evidence of prior agreements, or by evidence of
subsequent oral agreements.  No
prior drafts
of this Agreement
,
and no words or
phrases from any prior drafts, shall be admissible into evidence in any action
or suit involving this Agreement.
(e)
Amendment; Waiver.
Except as expressly provided
otherwise herein, neither this Agreement nor any of the terms, provisions,
obligations or rights contained herein, may be amended, modified, supplemented,
augmented, rescinded, discharged or terminated (other than by performance),
except by a written instrument or instruments signed by all of the parties to
this Agreement.  No waiver of any breach of any term, provision or
agreement contained herein, or of the performance of any act or obligation under
this Agreement, or of any extension of time for performance of any such act or
obligation, or of any right granted under this Agreement, shall be effective and
binding unless such waiver shall be in a written instrument or instruments
signed by each party claimed to have given or consented to such waiver and each
party affected by such waiver.
(f)
Severability.
If any term or provision of this
Agreement or the application thereof to any person or circumstance shall, to any
extent, be determined to be invalid, illegal or unenforceable under present or
future laws, then, and in that event:  (1) the performance of the offending
term or provision (but only to the extent its application is invalid, illegal or
unenforceable) shall be excused as if it had never been incorporated into this
Agreement, and, in lieu of such excused provision, there shall be added a
provision as similar in terms and amount to such excused provision as may be
possible and be legal, valid and enforceable; and (2) the remaining part of this
Agreement (including the application of the offending term or provision to
persons or circumstances other than those as to which it is held invalid,
illegal or unenforceable) shall not be affected thereby, and shall continue in
full force and effect to the fullest extent provided by law.
(g)
Headings.
The headings used in this Agreement are for
convenience and reference purposes only, and shall not be used in construing or
interpreting the scope or intent of this Agreement or any provision hereof.
 References to this Agreement shall include all amendments or renewals
thereof.
13
(h)
Applicable Law.
This Agreement and the rights and
remedies of each party arising out of or relating to this Agreement (including,
without limitation, equitable remedies) shall (with the exception of the
Securities Act and the Blue Sky Laws) be solely governed by, interpreted under,
and construed and enforced in accordance with the laws of British Columbia, as
if this Agreement were made, and as if its obligations are to be performed,
wholly within British Columbia.
(i)
Successors and Assigns.
All of the representations,
warranties, covenants, conditions and provisions of this Agreement shall be
binding upon and shall inure to the benefit of each party and such party's
respective successors and permitted assigns, spouses, heirs, executors,
administrators, and personal and legal representatives.
(j)
Counterparts.
This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument, binding on all parties
hereto.  Any signature page of this Agreement may be detached from any
counterpart of this Agreement and reattached to any other counterpart of this
Agreement identical in form hereto by having attached to it one or more
additional signature pages.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.
"COMPANY"
Ableauctions.com,
Inc.
By:
Barrett
Sleeman, Director
"DEVELOPER"
Abdul
Ladha
Overture
Development Corporation
By:
Abdul
Ladha, President
14
"SURREY"
Surrey
Central City Holdings Ltd.
By:
Abdul
Ladha, President
BULLION
REEF HOLDINGS LTD.
Bullion
Reef Holdings Ltd.
By:
Abdul
Ladha, President
15
Attachment 1
Promissory Note
$673,720
US
Vancouver, British Columbia
October 6, 2008
This Promissory Note (the "Note") is made and executed as of the
date referred to above, by Ableauctions.com Inc., a Florida corporation (the
"Borrower").  By this Note, the Borrower promises and agrees to pay to the
order of Bullion Reef Holdings Ltd. (the "Lender"), at 217-713 Columbia St., New
Westminster, British Columbia V3M 1B2 Canada or
at such other place as
the Lender may designate in writing, the principal sum of Six Hundred and
Seventy Three Thousand Seven Hundred and Twenty and 00/100 Dollars ($673,720
US), together with simple interest thereon until paid in full, both before and
after judgment, at the prime rate as announced by the Royal Bank of Canada plus
2%, per annum.  Interest shall be computed on the basis of a 360 day year
and a 30 day month.
Subject to the remaining terms of this Note, the entire unpaid
principal balance, together with any accrued interest and other unpaid charges
or fees hereunder, shall be due and payable on October 6, 2009 (the "Maturity
Date").
Prepayment in whole or part may occur at any time hereunder
without penalty, provided that any partial prepayment shall not operate to
postpone or suspend the obligation to make, and shall not have the effect of
altering the time for payment of, the remaining balance of the Note as provided
for above, unless and until the entire obligation is paid in full.  All
payments received hereunder shall be applied, first, to any costs or expenses
incurred by the Lender in collecting such payment or to any other unpaid charges
or expenses due hereunder; second, to accrued interest; and third, to
principal.
If there is a change of control of the Borrower, this Note will
become all due and payable at the election of the Lender.  For purposes of
this Note, a change of control of the Borrower shall mean a sale or disposition
by the Borrower of substantially all of its business or assets or the sale of
the capital stock of the Borrower in connection with the sale or transfer of a
controlling interest in the Borrower to an unrelated third party or the merger
or consolidation of the Borrower with a corporation as part of a sale or
transfer of a controlling interest in the Borrower to an unrelated third party
 "A controlling interest" shall be defined as 50% or more of the Borrower's
outstanding common stock.
The Lender, in its sole and absolute discretion, may elect to
receive the payment of some or all of the principal amount and some or all of
any accrued interest (i) in cash or (ii) in shares of the Borrower's common
stock, $0.001 par value.  If the Lender elects to receive payment in common
stock, the number of shares of common stock to be issued shall be determined by
using the closing price of the common stock on the trading day immediately prior
to the date of this Note, as that price may be adjusted for a subdivision of the
common stock into a greater number of shares or a combination of common stock
into a smaller number of shares.
16
An event of default will occur if any of the following events
occurs:  (a) failure to pay any principal or interest hereunder within 10
days after the same becomes due; (b) if any representation or warranty made by
the Borrower in the Development Agreement, or in any certificate, financial
statement, or other statement furnished by the Borrower to the Lender is untrue
in any material respect at the time when made; (c) default by the Borrower in
the observance or performance of any other covenant or agreement contained in
the Development Agreement; (d) filing by the Borrower of a voluntary petition in
bankruptcy seeking reorganization, arrangement or readjustment of debts, or any
other relief under the Bankruptcy Code as amended or under any other insolvency
act or law, state or federal, now or hereafter existing; or (e) filing of an
involuntary petition against the Borrower in bankruptcy seeking reorganization,
arrangement or readjustment of debts, or any other relief under the Bankruptcy
Code as amended, or under any other insolvency act or law, state or federal, now
or hereafter existing, and the continuance thereof for 60 days undismissed,
unbonded, or undischarged.
Any notice or demand to be given to the parties hereunder shall be
deemed to have been given to and received by them and shall be effective when
personally delivered or when sent by certified or registered mail, return
receipt requested, postage prepaid, and addressed to the party at its last known
address, or at such other address as the one of the parties may hereafter
designate in writing to the other party.
The Borrower hereof waives presentment for payment, protest,
demand, notice of protest, notice of dishonor, and notice of nonpayment, and
expressly agrees that this Note, or any payment hereunder, may be extended from
time to time by the Lender without in any way affecting the Borrower's liability
hereunder.
In the event any payment under this Note is not made at the time
and in the manner required, the Borrower agrees to pay any and all costs and
expenses which may be incurred by the Lender hereof in connection with the
enforcement of any of its rights under this Note or under any such other
instrument, including court costs and reasonable attorneys' fees.
This Note shall be governed by and construed and enforced in
accordance with the laws of British Columbia
.
"Borrower"
Ableauctions.com,
Inc.
By:
Barrett
Sleeman
17