SINO-American Development Corp – ‘8-K’ for 10/20/05 – EX-1.1

On:  Wednesday, 10/26/05, at 5:13pm ET   ·   For:  10/20/05   ·   Accession #:  1010549-5-765   ·   File #:  0-26760

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     13K 
 2: EX-1.1      Stock Exchange Agreement                              33    128K 

EX-1.1   —   Stock Exchange Agreement
Exhibit Table of Contents

EX-1.1
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Exhibit 1.1                                                                     

STOCK EXCHANGE AGREEMENT

 between

 Xerion EcoSolutions Group, Inc.

 and

 Town House Land Limited

 and

its Shareholders

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THE SHARES OF XERION  ECOSOLUTIONS  GROUP INC. TO BE ISSUED UNDER THIS AGREEMENT
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"ACT"),  AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION  PURUSANT TO REGULATION S
UNDER THE ACT.  UNTIL  ONE YEAR  AFTER  THE DATE OF  PURCHASE,  NO AMOUNT OF THE
SHARES MAY BE OFFERED,  SOLD, OR TRANSFERRED  TO ANY U.S.  PERSON AND NO HEDGING
TRANSACTIONS  REGARDING THE SHARES SHALL BE MADE EXCEPT IN  COMPLIANCE  WITH THE
ACT. OFFERS,  SALES OR TRANSFERS IN THE U.S. OR TO A U.S. PERSON (AS DEFINTED IN
REGULATION S PROMULATED  UNDER THE ACT) OR FOR THE ACCOUNT AND BENEFIT OF A U.S.
PERSON ARE NOT  PERMITTED,  EXCEPT AS PROVIDED IN SAID  REGULATION S, UNLESS THE
SHARES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION UNDER
THE ACT IS APPLICABLE.                                                          

STOCK EXCHANGE AGREEMENT

         THIS  STOCK  EXCHANGE  AGREEMENT   (hereinafter  referred  to  as  this
"Agreement"), is entered into as of this 19th day of October, 2005, by and among
Xerion EcoSolutions Group Inc., a Colorado  corporation  ("Xerion");  Town House
Land Limited ("Town House"),  a limited  liability company organized in the Hong
Kong Special Administrative Region in The People's Republic of China ("China" or
"PRC") and all of the equity registered capital stock owners of Town House ( the
"Shareholders"), upon the following premises:                                   

PREMISES

       A. Xerion is a public company which has been in existence since 1985.

         B.  Town  House  owns  97% of the  issued  and  outstanding  shares  of
registered  capital of Town House Land (Wuhan) Limited  ("Wuhan Town House"),  a
limited liability company organized in the City of Wuhan, Hubei Province, in the
PRC in 1995,  which in turns  directly  owns  100% of Town  House  Land  (Miami)
Corporation,  a  Florida  corporation,  and  Town  House  Land  (USA),  Inc.,  a
California Corporation (the "Subsidiaries").                                    

         C. The  Shareholders  own 100% of the  issued and  outstanding  capital
stock of Town  House and have  agreed to sell to Xerion and Xerion has agreed to
purchase  all of the issued  and  outstanding  capital  stock of Town House (the
"Town House Stock") from the  Shareholders  in exchange for shares  representing
approximately  98.75% of the subsequently  issued and outstanding  fully diluted
shares of common stock of Xerion after the stock exchange, pursuant to the terms
and conditions set forth in this Agreement (the "Exchange").                    

         D. Town House, together with its Subsidiaries, will become a subsidiary
of Xerion after the closing of the Exchange.                                    

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 AGREEMENT

         NOW THEREFORE,  on the stated premises and for and in  consideration of
the  mutual  covenants  and  agreements  hereinafter  set forth  and the  mutual
benefits to the parties to be derived here from, it is hereby agreed as follows:

 ARTICLE I

PLAN OF EXCHANGE

         1.1 The Exchange. At the Closing (as defined in Section 1.3 below), the
Shareholders  of Town House  hereby  agree to assign,  transfer,  and deliver to
Xerion,  free  and  clear  of  all  liens,   pledges,   encumbrances,   charges,
restrictions,  or  known  claims  of  any  kind,  nature,  or  description,  the
certificates  evidencing  the Town House  Stock duly  endorsed  for  transfer to
Xerion or accompanied by stock powers executed in blank by the Shareholders, and
Xerion  agrees to acquire such shares on such date by issuing and  delivering in
exchange  therefore  solely  shares of Xerion  common  stock,  in the  amount of
224,480,317  shares of its restricted common voting stock, par value $0.001 (the
"Xerion  Stock")  to be  issued  to the  Shareholders  of Town  House  and their
designees as listed on Schedule 1 in full  satisfaction of any right or interest
which the Shareholders held in the Town House Stock. As a result of the exchange
of the Town House Stock in exchange for the Xerion Stock, Town House will become
a wholly owned subsidiary of Xerion and the Shareholders of Town House and their
designees  will own  98.75% of the then  issued  and  outstanding  shares of the
common stock of Xerion.                                                         

         1.2  Dilution.  For  all  relevant  purposes  of  this  Agreement,  the
224,480,317  shares of Xerion Stock to be issued and delivered  pursuant to this
Agreement  will be subject to  dilution if the  capital  structure  of Xerion is
modified.  However,  if the capital  structure of Xerion is modified between the
date of execution of this  Agreement  and the Closing,  then the total amount of
Xerion Stock to be issued shall be adjusted to the extent that the Shareholder's
and their  designees'  percentage of ownership in Xerion shall still reflect the
exact percentage of ownership as described in Schedule 1 attached hereto. In the
instance  of a change of the  capital  structure  of Xerion  between the date of
execution  of this  Agreement  and the  Closing,  the number of shares of Xerion
Stock to be issued  shall be  appropriately  adjusted  to take into  account any
stock split, stock dividend, reverse stock split,  recapitalization,  or similar
change in the Xerion common stock, par value $0.001,  which occurred between the
date of the execution of this Agreement and the Closing.                        

         1.3 Closing.  The closing ("Closing") of the transactions  contemplated
by this  Agreement  shall be at  10:00 AM  British  Columbia  time on the  fifth
business day (a day on which banks are open in the Province of British Columbia)
following the date on which the  Consolidated  US Balance Sheet (as that term is
defined in Section 5.1) is delivered to Xerion, via registered overnight courier
or facsimile,  or on a date and at such time and place as the parties may agree,
but no later than October 31, 2005 ("Closing Date").                            

         1.4 Closing  Events.  At the Closing,  each of the  respective  parties
hereto shall execute,  acknowledge,  and deliver (or shall cause to be executed,
acknowledged,  and  delivered)  any and all  certificates,  opinions,  financial

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statements,  schedules, agreements,  resolutions,  rulings, or other instruments
required  by this  Agreement  to be so  delivered  at or prior  to the  Closing,
together  with such other items as may be  reasonably  requested  by the parties
hereto and their respective legal counsel in order to effectuate or evidence the
transactions contemplated hereby if agreed to by the parties.                   

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF TOWN HOUSE

         As an inducement to, and to obtain the reliance of, Xerion,  Town House
represents and warrants as follows:                                             

         2.1  Organization.  Town  House is a company  duly  organized,  validly
existing,  and in  good  standing  under  the  laws  of the  Hong  Kong  Special
Administrative Region in The People's Republic of China ("PRC"). Town House Land
(Wuhan)Limited  ("Wuhan  Town  House")  is  a  limited  liability  company  duly
organized,  validly  existing,  and in good  standing  under  the  laws of Hubei
Province in the PRC that is 97% owned by Town House.  Wuhan Town House  directly
owns 100% of Town House (Miami)  Corporation,  a Florida  corporation,  and Town
House Land (USA)  Inc.,  a  California  corporation.  Each of Town House and its
subsidiaries have the power and are duly authorized,  qualified, franchised, and
licensed  under all  applicable  laws,  regulations,  ordinances,  and orders of
public authorities to own all of its properties and assets and to carry on their
respective  businesses  in all material  respects as it is now being  conducted,
including  qualification to do business as a foreign entity in the jurisdictions
in which the character and location of the assets owned by them or the nature of
the business  transacted  by them  requires  qualification.  The  execution  and
delivery of this Agreement does not, and the  consummation  of the  transactions
contemplated  by this  Agreement in  accordance  with the terms hereof will not,
violate any provision of any of Town House's and or its Subsidiaries'  charters,
articles of formation,  bylaws or other organizational documents. Town House has
taken all action  required by law, its  articles of  formation,  its bylaws,  or
otherwise to authorize the execution and delivery of this Agreement.  Town House
has full power, authority,  and legal right and has taken all action required by
law,  its  Articles of  Formation,  bylaws,  and  otherwise  to  consummate  the
transactions herein contemplated.                                               

         2.2  Capitalization.   The  authorized  capitalization  of  Town  House
consists of 500,000  shares,  of which 500,000  shares are currently  issued and
outstanding.  All issued and outstanding shares are legally issued,  fully paid,
and  non-assessable  and not issued in  violation  of the  pre-emptive  or other
rights of any  person.  Town House has not  granted  to any person any  options,
warrants,  or rights to purchase any of its shares of its registered  capital or
issued any securities convertible into shares of its registered capital.        

         2.3 Subsidiaries and Predecessor  Corporations.  Town House owns 97% of
the  registered  capital of Wuhan  Town  House  which in turns owns 100% of Town
House Land  (Miami)  Corporation  and Town House Land (USA),  Inc.  None of Town
House nor its Subsidiaries  owns,  beneficially or of record,  any shares of any
other  corporation,  partnership,  company,  limited company,  or other business
entity.                                                                         

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         (a)      Town House will  deliver  to Xerion its  consolidated  audited
                  balance sheets as of December 31, 2004 and the related audited
                  statements of operations,  stockholders' equity and cash flows
                  for the years ended December 31, 2004 and 2003,  together with
                  notes to such  statements  and the  opinions of both  Murrell,
                  Hall,   McIntosh  &  Company,   PLLP  and  Henny  Wee  &  Co.,
                  independent   certified  public   accountants,   with  respect
                  thereto,  and the Unaudited  Balance Sheet of Town House as of
                  June 30,  2005,  and the  related  statements  of  operations,
                  condensed consolidated  stockholders' equity, and consolidated
                  cash flow for the six (6) months ended June 30, 2005, together
                  with the notes thereto.  All of these  Consolidated  Financial
                  Statements  are  included  in the Town  House  Schedules.  The
                  unaudited  consolidated US balance sheet, as of June 30, 2005,
                  shall herein be defined as the  "Unaudited  Balance Sheet" and
                  is included in the Town House Schedules. Total members' equity
                  showing  on  the  Unaudited   Balance  Sheet  is   $10,785,430
("Members Equity").                         

         (b)      All such financial statements of Town House have been prepared
                  in accordance with generally accepted accounting principles in
                  Hong Kong and the United  States.  The balance  sheets of Town
                  House  present  fairly  as of  their  dates  the  consolidated
                  financial condition of Town House. Town House did not have, as
                  of the dates of such  consolidated  balance sheets,  except as
                  and to the extent reflected or reserved  against therein,  any
                  liabilities  or  obligations  (absolute or  contingent)  which
                  should be reflected in the consolidated  balance sheets or the
                  notes thereto,  prepared in accordance with generally accepted
                  accounting  principles in Hong Kong and in the United  States,
                  and all assets reflected therein will be properly reported and
                  present  fairly  the  value  of the  assets  of Town  House in
                  accordance with such generally accepted accounting principles.
                  The statements of income,  condensed stockholders' equity, and
                  cash flows will reflect fairly the information  required to be
                  set forth therein by generally accepted accounting  principles
in Hong Kong.                               

         (c)      Each of Town  House and its  Subsidiaries  has filed all local
                  income tax returns required to be filed by them from inception
                  to the date hereof and all taxes have been paid.  Each of Town
                  House and its Subsidiaries have filed all national,  province,
                  and local income tax returns required to be filed by them from
                  inception  to the date  hereof  and all taxes  have been paid.
                  None of such income tax returns have been  examined or audited
in the PRC.                                 

         (d)      None  of  Town  House  or  its  Subsidiaries  owe  any  unpaid
                  national,  province,  county, local, or other taxes (including
                  any deficiencies,  interest,  or penalties),  except for taxes
                  accrued  but not yet due and  payable for which Town House and
                  its  Subsidiaries  may be  liable  in their  own right or as a
                  transferee  of the assets of, or as a successor  to, any other
                  corporation or entity. Furthermore,  except as accruing in the
                  normal  course  of  business,   none  of  Town  House  or  its
                  Subsidiaries  owes any accrued and unpaid taxes to the date of
this Agreement.                             

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         (e)      The books and records,  financial  and  otherwise,  of each of
                  Town House and its Subsidiaries  are in all material  respects
                  complete and correct and have been  maintained  in  accordance
with good business and accounting practices.

         (f)      Each  of  Town  House  and  its   Subsidiaries  has  good  and
                  marketable  title to their assets and,  except as set forth in
                  the Town House Schedules or the Unaudited Balance Sheet or the
                  notes thereto, has no material contingent liabilities,  direct
or indirect, matured or not matured.        

         2.4  Information.   The  information  concerning  Town  House  and  its
Subsidiaries  set forth in this  Agreement  and in the Town House  Schedules  is
complete and  accurate in all material  respects and does not contain any untrue
statement of a material  fact or omit to state a material  fact required to make
the statements made, in light of the  circumstances  under which they were made,
not misleading.                                                                 

         2.5  Options or  Warrants.  There are no  existing  options,  warrants,
calls,  or commitments of any character  relating to the authorized and unissued
stock or registered capital of Town House.                                      

         2.6 Absence of Certain  Changes or Events.  Except as set forth in this
Agreement  or the Town House  Schedules,  from the date of the  Consolidated  US
Balance Sheet to the Closing:                                                   

         (a)      except in the normal course of business, there will not be (i)
                  any  material  adverse  change  in the  business,  operations,
                  properties,  Member's  Equity,  assets,  or  condition of Town
                  House and its Subsidiaries,  individually or taken as a whole;
                  or (ii) any damage,  destruction, or loss to any of Town House
                  and its  Subsidiaries  (whether or not  covered by  insurance)
                  materially and adversely  affecting the business,  operations,
                  properties,  assets,  or  condition  of  Town  House  and  its
   Subsidiaries, individually or taken as a whole;

         (b)      None of Town House or its  Subsidiaries  will have (i) amended
                  their charter or  organizational  documents;  (ii) declared or
                  made,  or agreed to declare or make,  any payment of dividends
                  or  distributions  of any  assets  of any kind  whatsoever  to
                  stockholders  or purchased or redeemed,  or agreed to purchase
                  or redeem,  any of its capital stock;  (iii) waived any rights
                  of value which in the aggregate are  extraordinary or material
                  considering  the business of Town House and its  Subsidiaries;
                  (iv) made any  material  change in its  method of  management,
                  operation,  or  accounting  (other  than  as  contemplated  in
                  Section  5.1 for  the  Consolidated  US  Balance  Sheet);  (v)
                  entered into any other  material  transaction  which is not in
                  the  ordinary  course of  business;  (vi) made any  accrual or
                  arrangement for payment of bonuses or special  compensation of
                  any kind or any severance or termination pay to any present or
                  former  officer  or  employee;  (vii)  increased  the  rate of
                  compensation  payable or to become payable by it to any of its
                  officers or directors or any of its  employees  whose  monthly
                  compensation  exceeds $20,000;  or (viii) made any increase in
                  any profit sharing,  bonus, deferred compensation,  insurance,
                  pension,  retirement, or other employee benefit plan, payment,
                  or arrangement made to, for, or with its officers,  directors,
or employees; and                           

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         (c)      None of Town House or its Subsidiaries  will have (i) borrowed
                  or agreed to borrow any funds or incurred,  or become  subject
                  to,  any  material   obligation  or  liability   (absolute  or
                  contingent)  except  borrowings  in  the  ordinary  course  of
                  business or  borrowings  involving  one or a series of related
                  borrowings exceeding  $10,000,000 in the aggregate;  (ii) paid
                  any  material  obligation  or liability  not  otherwise in the
                  ordinary  course of business  (absolute or  contingent)  other
                  than  current  liabilities   reflected  in  or  shown  on  the
                  Unaudited  Balance  Sheet,  and current  liabilities  incurred
                  since that date in the ordinary course of business; (iii) sold
                  or  transferred,  or  agreed to sell or  transfer,  any of its
                  assets,  properties,  or rights not  otherwise in the ordinary
                  course of business (except assets,  properties,  or rights not
                  used or useful in its business  which, in the aggregate have a
                  value of less  than  $500,000),  or  canceled,  or  agreed  to
                  cancel,  any debts or claims  (except debts or claims which in
                  the  aggregate are of a value of less than  $1,000,000);  (iv)
                  made  or  permitted  any  amendment  or   termination  of  any
                  contract,  agreement,  or  license  to which  any of them is a
                  party,  except  for  any  such  contracts,  or  amendments  or
                  terminations,  in the ordinary  course of business or any such
                  contracts  or  amendments  or  terminations  that  provide for
                  aggregate  consideration  over the  terms of the  contract  in
                  excess of $5,000,000;  or (v) issued,  delivered, or agreed to
                  issue  or  deliver  any  stock,   bonds  or  other   corporate
                  securities   including   debentures  (whether  authorized  and
unissued or held as treasury stock).        

For purposes of this Agreement the terms "Material Adverse Change" and "Material
Adverse Effect" mean an adverse change or effect that a reasonable  person would
attach  importance to in evaluating  the party to which it relates,  the party's
business or financial condition, or the transactions herein contemplated.       

         2.7 Title and Related Matters. Town House has good and marketable title
to all of its properties,  inventory,  interests in properties, and assets, real
and personal,  which will be reflected in the  Unaudited  Balance Sheet free and
clear of all  liens,  pledges,  charges,  or  encumbrances  except as  disclosed
therein.  At  Closing,  Town  House  and its  Subsidiaries  will  have  good and
marketable title to all of its properties,  inventory,  interests in properties,
and assets,  real and personal,  reflected in the  Consolidated US Balance Sheet
(as that term is defined in Section  5.1) or  acquired  after that date  (except
properties,  interests in properties,  and assets sold or otherwise  disposed of
since  such  date in the  ordinary  course of  business),  free and clear of all
liens, pledges, charges, or encumbrances except:                                

         (a)      as such  assets  may be  affected  by laws  of the  Hong  Kong
                  Special  Administrative  Region and The  People's  Republic of
China;                                      

(b)      statutory liens or claims not yet delinquent; and    

         (c)      such  imperfections  of title and easements as do not and will
                  not  materially  detract from or interfere with the present or
                  proposed  use of the  properties  subject  thereto or affected
                  thereby  or  otherwise   materially  impair  present  business
operations on such properties;              

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Except  as set forth in the Town  House  Schedules,  each of Town  House and its
Subsidiaries  own, free and clear of any liens,  claims,  encumbrances,  royalty
interests,  or other restrictions or limitations of any nature  whatsoever,  any
and all properties it is currently constructing and all procedures,  techniques,
marketing plans,  business plans,  methods of management,  or other  information
utilized in connection  with its or their  business.  Except as set forth in the
Town House Schedules, no third party has any right to, and none of Town House or
its  Subsidiaries  has received any notice of  infringement  of or conflict with
asserted rights of others with respect to any product,  technology,  data, trade
secrets,  know-how,  proprietary  techniques,  trademarks,  service marks, trade
names,  or copyrights  which,  singly or in the aggregate,  if the subject of an
unfavorable decision, ruling, or finding, would have a materially adverse affect
on the business, operations,  financial condition, income, or business prospects
of Town  House  or its  Subsidiaries  or any  material  portion  of its or their
properties, assets, or rights, individually or taken as a whole.                

         2.8 Litigation and  Proceedings.  Except as set forth in the Town House
Schedules,  there are no actions, suits, proceedings,  or investigations pending
or, to the knowledge of either Town House or the  Shareholders  after reasonable
investigation,  threatened by or against any of Town House and its Subsidiaries,
or  affecting  any  of  Town  House  or its  Subsidiaries  or  their  respective
properties,  at law or in equity,  before any court or other governmental agency
or  instrumentality,  domestic or foreign, or before any arbitrator of any kind.
Neither Town House nor the Shareholders have any knowledge of any default on the
part of any of Town House and its  Subsidiaries  with  respect to any  judgment,
order,  writ,  injunction,  decree,  award,  rule,  or  regulation of any court,
arbitrator,  or governmental  agency or  instrumentality or of any circumstances
which, after reasonable  investigation,  would result in the discovery of such a
default.                                                                        

2.9      Contracts.                                           

         (a)      Included  in the Town House  Schedules  are copies of the most
                  significant   contracts,   agreements,   franchises,   license
                  agreements,  or other  commitments  to which any of Town House
                  and its  Subsidiaries  is a party or by  which  any of them or
                  their respective assets, products,  technology,  or properties
             are bound, that have been reasonably requested by Xerion;

         (b)      All contracts, agreements, franchises, license agreements, and
                  other   commitments  to  which  any  of  Town  House  and  its
                  Subsidiaries   are  parties  or  by  which  their   respective
                  properties  are bound and which are material to the operations
                  of them  individually  or  taken  as a  whole  are  valid  and
                  enforceable  in all  respects by the one or more of Town House
                  and  its  Subsidiaries  that  is a party  thereto,  except  as
                  limited by bankruptcy  and  insolvency  laws and by other laws
    affecting the rights of creditors generally; and

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         (c)      Except as described in the Town House Schedules,  none of Town
                  House or its  Subsidiaries is a party to or bound by, and none
                  of the properties of any of Town House and its Subsidiaries is
                  subject  to, any  contract,  agreement,  other  commitment  or
                  instrument; any charter or other corporate restriction; or any
                  judgment,  order,  writ,  injunction,  decree,  or award which
                  materially and adversely affects, or in the future may (as far
                  as Town House or the Shareholders can now foresee)  materially
                  and adversely affect,  the business,  operations,  properties,
                  assets,   or   condition   of  any  of  Town   House  and  its
   Subsidiaries, individually or taken as a whole.

         2.10 Material Contract Defaults. None of Town House or its Subsidiaries
is in  default  in any  material  respect  under  the  terms of any  outstanding
contract,  agreement,  lease,  or other  commitment  which is material to its or
their business,  operations,  properties, assets, or condition of Town House and
its Subsidiaries and there is no event that has occurred which presently or with
the passage of time,  could result in a material default in any material respect
under any such contract,  agreement,  lease,  or other  commitment in respect of
which any of Town House and its  Subsidiaries  have not taken  adequate steps to
prevent such a default from occurring.                                          

         2.11  No  Conflict  with  Other  Instruments.  The  execution  of  this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will not  result  in the  breach  of any  term or  provision  of,  or
constitute an event of default under, any material indenture,  mortgage, deed of
trust, or other material contract, agreement, or instrument to which any of Town
House  or its  Subsidiaries  is a party  or to  which  any of  their  respective
properties or operations are subject.                                           

         2.12 Compliance with Laws and  Regulations.  Each of Town House and its
Subsidiaries  have complied with all applicable  statutes and regulations of any
national,  province,  county, city, local or other governmental entity or agency
thereof,  except to the  extent  that  noncompliance  would not  materially  and
adversely affect the business,  operations,  properties, assets, or condition of
any  of  Town  House  and  its   Subsidiaries  or  except  to  the  extent  that
noncompliance  would not result in the incurrence of any material  liability for
any of Town House or its Subsidiaries.                                          

         2.13  Approval of  Agreement.  The board of directors of Town House has
authorized the execution and delivery of this  Agreement by Town House,  and has
or will have approved the transactions contemplated hereby.                     

2.14 Foreign Person and Activity Regulations.                 

         (a)      None of Town House, its Subsidiaries, the Shareholders, or any
                  other person who  otherwise  controls any of Town House or the
                  Subsidiaries  is or  shall  be (i)  listed  on  the  Specially
                  Designated  Nationals and Blocked  Persons List  maintained by
                  the Office of Foreign Assets Control  ("OFAC"),  Department of
                  the Treasury,  and/or on any other similar list  maintained by
                  OFAC pursuant to any authorizing  statute,  Executive Order or
                  regulation (collectively, "OFAC Laws and Regulations"), (ii) a
                  "Designated  National" as defined in the Cuban Assets  Control

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                  Regulations,  31 C.F.R. Part 515, or (iii) a person designated
                  under Paragraph 1 (b), (c) or (d) of Executive Order No. 13224
                  (September 23, 2001), any related enabling  legislation or any
                  other similar Executive Orders  (collectively,  the "Executive
                  Orders");  and each of Town House and the Subsidiaries and the
                  Shareholders   are  in  compliance  with  all  OFAC  Laws  and
                  Regulations, Executive Orders and related government guidance;

         (b)      None of Town House, the Subsidiaries, the Shareholders, or any
                  other person who otherwise  controls any of Town House and the
                  Subsidiaries  (i) is under  investigation  by any governmental
                  authority  for, or has been charged  with,  or  convicted  of,
                  money  laundering  (under either 18 U.S.C.  Paragraph  1956 or
                  1957), or drug  trafficking,  terrorist-related  activities or
                  other money laundering  predicate crimes or a violation of the
                  Bank Secrecy Act laws (31 U.S.C.  Paragraphs  5311,  et seq.),
                  (ii) has been assessed civil  penalties under these or related
                  laws  (collectively,  "Anti-Money  Laundering Laws"), or (iii)
                  has had any of its  funds  seized  or  forfeited  in an action
under Anti-Money Laundering Laws; and       

         (c)      None of Town House, the Subsidiaries, the Shareholders, or any
                  other  person who is or was  affiliated  or  associated  as an
                  officer, employee, agent, consultant, or in any other capacity
                  with any of Town House and the  Subsidiaries  has,  during the
                  five-year  period ended August 31, 2005, and from that date to
                  the  Closing  engaged  in  any  act  or  practice  that  could
                  reasonably   be  construed  as  a  violation  of  any  of  the
                  provisions  of the Foreign  Corrupt  Practices  Act, 15 U.S.C.
                78dd-1 et seq. or any rule or regulation pertaining thereto.

         2.15 Town House  Schedules.  Town House has delivered to Xerion or will
deliver,  as soon as  practicable  but in no event less than 5 days prior to the
Closing,  the following  schedules,  which are  collectively  referred to as the
"Town House Schedules" and which consist of separate schedules, all of which are
complete, true, and correct in all material respects.                           

         (a)      a  schedule  containing  complete  and  correct  copies of the
                  organizational  documents,  as amended, of each Town House and
                  its  Subsidiaries  in effect as of the date of the  Closing of
this Agreement;                             

         (b)      a schedule  containing the financial  statements of Town House
                and its Subsidiaries identified in paragraph 2.3(a) and 5.1;

         (c)      a  schedule,  if  requested  by  Xerion,  containing  true and
                  correct copies of the most significant contracts,  agreements,
                  or  other  instruments  to  which  any of Town  House  and its
                  Subsidiaries  is a party  or by  which  any of  them or  their
                  properties is bound,  specifically  including  all  contracts,
            agreements, or arrangements referred to in Section 2.10;

         (d)      a schedule setting forth a description of any material adverse
                  change  in  the  business,  operations,  property,  inventory,
                  assets,  or condition of Town House or its Subsidiaries  since
                  the date of the Consolidated US Financial Statements, required
      to be provided pursuant to section 2.6 hereof; and

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         (e) a schedule setting forth any other  information,  together with any
required  copies  of  documents,  required  to be  disclosed  in the Town  House
Schedules by sections 2.1 through 2.16.                                         

Each of the Town House  Schedules shall be produced  through  delivery of a hard
paper copy of the original and an electronic  Microsoft  Word or HTML  formatted
copy of the original,  and if the original is in a language  other than English,
shall be produced  through  delivery of a hard paper copy of the original and an
electronic  Microsoft  Word  or HTML  formatted  copy  of the  original  foreign
language  version and an English  translation,  certified by the translator as a
complete  and  accurate  translation  from  the  original.  Town  House  and the
Shareholders  shall cause the Town House  Schedules and the instruments and data
delivered  to Xerion  hereunder  to be updated  after the date  hereof up to and
including the Closing Date.                                                     

 ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES
 OF THE SHAREHOLDERS OF TOWN HOUSE

         As an inducement to, and to obtain reliance of Xerion, the Shareholders
further represent and warrant as follows:                                       

         3.1 Ownership of Town House Shares. The Town House Shareholders  hereby
represent  and warrant  with respect to  themselves  that they are the legal and
beneficial  owners of all of the issued and  outstanding  shares of Town House's
registered  capital and ordinary  shares free and clear of any claims,  charges,
equities, liens, security interests, and encumbrances whatsoever,  and that such
Shareholders have full right, power, and authority to transfer,  assign, convey,
and deliver their Town House shares;  and delivery of such shares at the Closing
will convey to Xerion good and marketable title to such shares free and clear of
any claims,  charges,  equities,  liens,  security  interests,  and encumbrances
whatsoever.                                                                     

         3.2 Exemption From  Registration.  The Shareholders  represent that the
Xerion Stock is being acquired  without a view to, or for,  resale in connection
with any public  distribution  of the  Shares or any  interest  therein  without
registration  or other  compliance  under the Securities Act of 1933, as amended
(the  "1933  Act")  and  that  the  Shareholders  have  no  direct  or  indirect
participation  in  any  such  undertaking  or in the  underwriting  of  such  an
undertaking.  The Shareholders  acknowledge that the Xerion Stock to be acquired
pursuant to this  Agreement  have not been  registered  with the  Securities and
Exchange  Commission  (the "SEC") under the Securities Act of 1933 and are being
issued pursuant to Regulation S, as the Closing will occur outside of the United
States.  The  Shareholders  agree and acknowledge  that the Xerion Stock will be
"restricted  securities"  within the meaning of Rule 144 adopted  under the 1933
Act,  and Xerion will issue stop  transfer  instructions  to its  registrar  and
transfer agent  prohibiting the transfer of the Xerion Stock of Xerion delivered

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under this Agreement. The Shareholders acknowledge that the Xerion Stock must be
held and may not be sold, transferred, or otherwise disposed of for value unless
they are  subsequently  registered  under the 1933 Act or an exemption from such
registration is available.  The certificates  representing the Xerion Stock will
bear a legend  restricting their transfer,  except in compliance with applicable
federal and state securities statutes: as follows:                              

THE SHARES OF XERION  ECOSOLUTIONS  GROUP INC. TO BE ISSUED UNDER THIS AGREEMENT
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"ACT"),  AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION  PURUSANT TO REGULATION S
UNDER THE ACT.  UNTIL  ONE YEAR  AFTER  THE DATE OF  PURCHASE,  NO AMOUNT OF THE
SHARES MAY BE  OFFERED,  SOLD,  OR  TRANSFERRED  TO ANY U.S.  PERSON AND THAT NO
HEDGING  TRANSACTIONS  REGARDING  THE SHARES SHALL BE MADE EXCEPT IN  COMPLIANCE
WITH THE ACT.  OFFERS,  SALES OR TRANSFERS  IN THE U.S. OR TO A U.S.  PERSON (AS
DEFINTED  IN  REGULATION  S  PROMULATED  UNDER THE ACT) OR FOR THE  ACCOUNT  AND
BENEFIT  OF A U.S.  PERSON  ARE  NOT  PERMITTED,  EXCEPT  AS  PROVIDED  IN  SAID
REGULATION  S, UNLESS THE SHARES ARE  REGISTERED  UNDER THE ACT OR AN  EXEMPTION
FROM SUCH REGISTRATION UNSDER THE ACT IS APPLICABLE.                            

Each of the Shareholders represent to Xerion that:            

         a.       he/she is a citizen and resident of The  People's  Republic of
                  China,  and is NOT a U.S.  person  within the  meaning of Rule
902(A) of Regulation S;                     

         b.       he/she and his/her assigns of the Shares agree that the Shares
                  of  Xerion  acquired  hereby  shall not be  voluntarily  sold,
                  transferred  or otherwise  disposed of in the United States or
                  to any U.S.  person for a minimum  period of one year from the
                  closing date of this  transaction,  except by  registration of
                  such Shares under the Act and any applicable  state securities
laws.                                       

         c.       he/she  understands  that any  disposition  of the  Shares  in
                  violation  of this  Agreement  shall  be  null  and  void.  No
                  transfer  of the  Shares  shall be made by Xerion or  Xerion's
                  registrar and transfer  agent upon Xerion's  transfer books or
                  records  unless  there has been  compliance  with the terms of
                  this Agreement,  including the above  provisions.  Xerion will
                  issue stop transfer instructions to its registrar and transfer
                  agent to the  effect  that the  Shares  of  Xerion  may not be
                  transferred  for a period of one year after the  closing  date
                  and may be  transferred  thereafter  only  except as  provided
                  herein.  He/she agrees to indemnify  and hold Xerion  harmless
                  from and against  damages that may result from or arise out of
            any dispositions thereof in violation of this Agreement.

         c.       In  connection  with the  transaction  which is the subject of
                  this Agreement, he/she acknowledges that offers respecting the
                  sale of the Shares directed by Xerion were received outside of
                  the United  States and that  he/she has not and is not engaged
                  in or  directed  any  unsolicited  offers to buy the Shares of
      Xerion in the United States or to any U.S. Person.

         3.3 Shell Company.  Shareholders acknowledge that Xerion may be a shell
company as defined in  Securities  Act  Release  33-8587.  Shareholders  will be
responsible  for assuring that Xerion will comply with the terms and  conditions
of  Securities  Act Release  33-8587,  including,  but not limited to filing the
required  information  with the Securities  and Exchange  Commission in a timely
manner.                                                                         

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         3.4 Investor Status.  Each  Shareholder is an "accredited  investor" as
defined in Rule 501(a) of Regulation D under the 1933 Act.                      

ARTICLE IV

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF XERION

         As an  inducement  to, and to obtain the reliance of Town House and the
Shareholders, Xerion represents and warrants as follows:                        

         4.1  Organization.  Xerion is a  corporation  duly  organized,  validly
existing,  and in good standing under the laws of the State of Colorado, and has
the corporate power and is duly authorized,  qualified, franchised, and licensed
under  all  applicable  laws,  regulations,  ordinances,  and  orders  of public
authorities to own all of its properties and assets and to carry on its business
in  all  material  respects  as it is  now  being  conducted,  and  there  is no
jurisdiction in which it is not qualified in which the character and location of
the assets owned by it or the nature of the business  transacted  by it requires
qualification.  Included in the Xerion  Schedules (as  hereinafter  defined) are
complete  and  correct  copies of the  articles of  incorporation  and bylaws of
Xerion,  and all  amendments  thereto,  as in  effect  on the date  hereof.  The
execution and delivery of this Agreement does not, and the  consummation  of the
transactions  contemplated  hereby will not,  violate any  provision of Xerion's
articles of  incorporation  or bylaws.  Xerion has taken all action  required by
law, its articles of  incorporation,  its bylaws,  or otherwise to authorize the
execution and delivery of this Agreement,  and Xerion has full power, authority,
and legal right to consummate the transactions herein contemplated.             

         4.2  Capitalization.  Xerion's  authorized  capitalization  consists of
300,000,000  shares of common stock, par value $0.001, of which 2,841,523 shares
(prior to the stock  exchange  and the  proposed  Reverse  Split) are issued and
outstanding; and 50,000,000 shares of preferred stock, no par value, of which no
shares are  outstanding.  All issued and outstanding  shares are legally issued,
fully paid, and non-assessable and not issued in violation of the pre-emptive or
other rights of any person.                                                     

         4.3  Subsidiaries.  Xerion does not have any  subsidiaries and does not
own,  beneficially or of record, any shares of any other corporation or business
entity.                                                                         

4.4 Financial Statements.                                     

         (a)      Included in the Xerion Schedules,  as available from the EDGAR
                  database     available     on    the    SEC     website     at
                  www.sec.gov/edgar.shtml  ("EDGAR") will be the audited balance
                  sheets of Xerion as of  December  31,  2004 and 2003,  and the
                  audited  statements of operations,  stockholders'  equity, and
                  cash flows for the two fiscal  years ended  December  31, 2004
                  together with the notes to such  statements and the opinion of
                  Manning Elliot, Chartered Accountants in Vancouver, Canada, an
                  independent  registered  public  accounting firm, with respect
                  thereto;  and the unaudited balance sheet of Xerion as of June
                  30, 2005 (the "most recent  Xerion  balance  sheet"),  and the
                  related  unaudited  statements  of  operations,  stockholders'
                  equity,  and cash flow for the six-month period ended June 30,
     2005, together with the notes to such statements.

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         (b)      All such financial statements have been prepared in accordance
                  with generally  accepted  accounting  principles in the United
                  States  consistently  applied throughout the periods involved.
                  The  Xerion   balance   sheets  present  fairly  as  of  their
                  respective dates the financial condition of Xerion. Xerion did
                  not  have as of the  date of any such  Xerion  balance  sheet,
                  except as and to the  extent  reflected  or  reserved  against
                  therein,   any   liabilities  or   obligations   (absolute  or
                  contingent)  which should be  reflected in a balance  sheet or
                  the  notes  thereto  prepared  in  accordance  with  generally
                  accepted  accounting  principles,  and  all  assets  reflected
                  therein are properly  reported and present fairly the value of
                  the assets of Xerion,  in accordance  with generally  accepted
                  accounting   principles.   The   statements   of   operations,
                  stockholders'   equity,  and  cash  flow  reflect  fairly  the
                  information  required  to be set forth  therein  by  generally
accepted accounting principles.             

         (c)      Xerion has no  liabilities  with respect to the payment of any
                  federal,  state, county,  local, or other taxes (including any
                  deficiencies,   interest,  or  penalties),  except  for  taxes
accrued but not yet due and payable.        

         (d)      Xerion has filed all federal, state, province, or local income
                  tax  returns  required  to be filed by it for the years  ended
                  December 31, 2004,  2003,  and 2002 and included in the Xerion
                  Schedules are true and correct  copies of said federal  income
                  tax returns of Xerion filed.  None of such federal  income tax
                  returns have been  examined by the Internal  Revenue  Service.
                  Each of such income tax returns reflects the taxes due for the
                  period  covered  thereby,  except for  amounts  which,  in the
aggregate, are immaterial.                  

         (e)      The books and records,  financial and otherwise, of Xerion are
                  in all  material  respects  complete and correct and have been
                  maintained  in accordance  with good  business and  accounting
                  practices  to  which  the  corporate  auditors  have  found no
disclosable fault.                          

         (f)      Xerion has good and marketable title to its assets and, except
                  as  set  forth  in  the  Xerion  Schedules  or  the  Financial
                  Statements  of Xerion or the notes  thereto,  has no  material
                  contingent  liabilities,   direct  or  indirect,   matured  or
unmatured.                                  

         (g)      As of the Closing  date,  Xerion will have no material  assets
                  and  shall  not  have  any  material  liabilities,  direct  or
                  contingent,   except  as   specifically   permitted   by  this
Agreement.                                  

         4.5 Information.  The information  concerning  Xerion set forth in this
Agreement  and the Xerion  Schedules  is complete  and  accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material  fact  required to make the  statements  made,  in light of the
circumstances under which they were made, not misleading.                       

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         4.6 Options or Warrants.  Except as set forth in the Xerion  Schedules,
there are no existing options,  warrants,  calls,  convertible notes, derivative
securities  or  commitments  of any  character  relating to the  authorized  and
unissued stock of Xerion, except options,  warrants,  calls,  convertible notes,
derivative securities or commitments, if any, to which Xerion is not a party and
by which it is not bound.                                                       

         4.7 Absence of Certain Changes or Events. Except as described herein or
in the Xerion Schedules, since the date of the most recent Xerion balance sheet:

         (a)      there  has not been (i) any  material  adverse  change  in the
                  business,  operations,  properties,  assets,  or  condition of
                  Xerion  (whether or not covered by insurance)  materially  and
                  adversely  affecting  the  business,  operations,  properties,
assets, or financial condition of Xerion;   

         (b)      Xerion  has  not  (i)   recently   amended  its   articles  of
                  incorporation  or bylaws or restructured  the company's stock;
                  (ii)  declared  or made,  or  agreed  to  declare  or make any
                  payment of  dividends  or  distributions  of any assets of any
                  kind whatsoever to  stockholders or purchased or redeemed,  or
                  agreed to purchase or redeem,  any of its capital stock; (iii)
                  waived  any  rights  of  value  which  in  the  aggregate  are
                  extraordinary or material  considering the business of Xerion;
                  (iv) made any  material  change in its  method of  management,
                  operation, or accounting;  (v) entered into any other material
                  transactions;  (vi) made any  accrual  or  arrangement  for or
                  payment of bonuses or special  compensation of any kind or any
                  severance or termination  pay to any present or former officer
                  or employee;  (vii) increased the rate of compensation payable
                  or to become payable by it to any of its officers or directors
                  or any of its  employees  whose monthly  compensation  exceeds
                  $1,000;  or (viii) made any  increase  in any profit  sharing,
                  bonus, deferred compensation,  insurance, pension, retirement,
                  or other employee benefit plan, payment, or arrangement,  made
           to, for, or with its officers, directors, or employees;

         (c)      Xerion  has not (i)  granted  or agreed to grant any  options,
                  warrants,  or other  rights for its  stocks,  bonds,  or other
                  corporate  securities  calling for the issuance thereof;  (ii)
                  borrowed or agreed to borrow any funds or incurred,  or become
                  subject to, any material  obligation or liability (absolute or
                  contingent) except liabilities incurred in the ordinary course
                  of  business;  (iii)  paid  or  agreed  to  pay  any  material
                  obligation or liability  (absolute or  contingent)  other than
                  current  liabilities  reflected in or shown on the most recent
                  Xerion  balance sheet and current  liabilities  incurred since
                  that date in the ordinary course of business and  professional
                  and other fees and expenses  incurred in  connection  with the
                  preparation  of this  Agreement  and the  consummation  of the
                  transactions contemplated hereby; (iv) sold or transferred, or
                  agreed to sell or transfer,  any of its assets,  property,  or
                  rights (except assets,  property, or rights not used or useful
                  in its business  which,  in the aggregate have a value of less
                  than $1,000),  or canceled,  or agreed to cancel, any debts or
                  claims (except debts or claims which in the aggregate are of a
                  value  of  less  than  $1,000);  (v)  made  or  permitted  any

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                  amendment  or  termination  of  any  contract,  agreement,  or
                  license  to  which  it  is  a  party  if  such   amendment  or
                  termination is material,  considering  the business of Xerion;
                  or (vi) issued,  delivered,  or agreed to issue or deliver any
                  stock,   bonds,  or  other  corporate   securities   including
                  debentures   (whether  authorized  and  unissued  or  held  as
                  treasury stock), except in connection with this Agreement; and

         (d)      to the best knowledge of Xerion,  it has not become subject to
                  any law or regulation which materially and adversely  affects,
                  or  in  the  future  may  adversely   affect,   the  business,
           operations, properties, assets, or condition of Xerion.

         4.8 Title and Related Matters.  Xerion has good and marketable title to
all of its properties,  interest in properties,  and assets,  real and personal,
which are  reflected  in the Xerion  balance  sheet or acquired  after that date
(except  properties,  interest  in  properties,  and  assets  sold or  otherwise
disposed of since such date in the ordinary course of business),  free and clear
of all liens, pledges, charges, or encumbrances except                          

(a)      statutory liens or claims not yet delinquent;        

         (b)      such  imperfections  of title and easements as do not and will
                  not  materially  detract from or interfere with the present or
                  proposed  use of the  properties  subject  thereto or affected
                  thereby  or  otherwise   materially  impair  present  business
operations on such properties; and          

(c)      as described in the Xerion Schedules.                

         4.9  Litigation  and   Proceedings.   There  are  no  actions,   suits,
proceedings,  or  investigations  pending or, to the  knowledge  of Xerion after
reasonable investigation,  threatened by or against Xerion, or affecting Xerion,
at  law  or in  equity,  before  any  court  or  other  governmental  agency  or
instrumentality,  domestic or  foreign,  or before any  arbitrator  of any kind.
Xerion has no knowledge of any default on the part of Xerion with respect to any
judgment,  order, writ,  injunction,  decree,  award, rule, or regulation of any
court,  arbitrator,   or  governmental  agency  or  instrumentality  or  of  any
circumstances  which,  after  reasonable  investigation,  would  result  in  the
discovery of such a default.                                                    

         4.10  Contracts.  Xerion  is  not a  party  to any  material  contract,
agreement,  or  other  commitment,  except  as  specifically  disclosed  in  its
schedules to this Agreement.                                                    

         4.11 No  Conflict  With  Other  Instruments.  The  consummation  of the
transactions contemplated by this Agreement will not result in the breach of any
term or provision of, or constitute a default under,  any  indenture,  mortgage,
deed of trust,  or other  material  agreement or instrument to which Xerion is a
party or to which it or any of its assets or operations are subject.            

         4.12 Governmental Authorizations.  Xerion has all licenses, franchises,
permits,  and other  government  authorizations,  that are  legally  required to
enable it to  conduct  its  business  operations  in all  material  respects  as
conducted  on the date  hereof.  Except for  compliance  with  federal and state
securities or  corporation  laws, as  hereinafter  provided,  no  authorization,

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approval,  consent, or order of, or registration,  declaration,  or filing with,
any  court  or  other  governmental  body is  required  in  connection  with the
execution  and  delivery by Xerion of this  Agreement  and the  consummation  by
Xerion of the transactions contemplated hereby.                                 

         4.13  Compliance  With  Laws  and  Regulations.  To  the  best  of  its
knowledge,  Xerion has complied with all applicable  statutes and regulations of
any federal,  state, or other applicable  governmental entity or agency thereof,
except to the extent  that  noncompliance  would not  materially  and  adversely
affect the business, operations,  properties, assets, or conditions of Xerion or
except to the extent that  noncompliance  would not result in the  incurrence of
any material  liability.  This compliance  includes,  but is not limited to, the
filing of all reports to date with the U.S.  Securities and Exchange  Commission
and state securities authorities.                                               

         4.14  Insurance.  Xerion owns no  insurable  properties  and carries no
casualty or liability insurance.                                                

         4.15  Approval  of  Agreement.  The board of  directors  of Xerion  has
authorized  the  execution  and  delivery  of this  Agreement  by Xerion and has
approved this Agreement and the transactions contemplated hereby.               

         4.16  Continuity of Business  Enterprises.  Xerion has no commitment or
present intention to liquidate Xerion or sell or otherwise dispose of a material
portion of its business or assets following the consummation of the transactions
contemplated hereby.                                                            

         4.17 Material Transactions of Affiliations.  Except as disclosed herein
and in the Xerion Schedules,  there exists no material contract,  agreement,  or
arrangement  between Xerion and any person who was at the time of such contract,
agreement,  or arrangement an officer,  director,  or person owning of record or
known by Xerion to own  beneficially,  10% or more of the issued and outstanding
common  stock of Xerion and which is to be  performed  in whole or in part after
the date hereof or was entered  into not more than three years prior to the date
hereof.  Neither any officer,  director,  nor 10% shareholders of Xerion has, or
has had during the last  preceding  full fiscal year,  any known interest in any
material  transaction  with Xerion which was material to the business of Xerion.
Xerion has no commitment,  whether written or oral, to lend any funds to, borrow
any money  from,  or enter  into any other  material  transaction  with any such
affiliated person.                                                              

         4.18  Employment  Matters.  Xerion  has no  employees  other  than  its
executive officers.                                                             

         4.19 Xerion  Schedules.  Xerion has  delivered  to Town House,  or will
deliver as soon as practicable at its request,  the following  schedules,  which
are  collectively  referred to as the "Xerion  Schedules,"  and which consist of
separate schedules, all of which are complete, true, and correct in all material
respects.:                                                                      

         (a)      a schedule  containing  complete  and  accurate  copies of the
                  articles of incorporation and bylaws, as amended, of Xerion as
                  in  effect  as of  the  date  of  this  Agreement  and  as are
                available online at the Colorado Secretary of State website;

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         (b)      a schedule  containing  all  filings  made by Xerion  with the
                  "SEC"  since  January  1, 2002 as  available  on EDGAR and all
                 those since January 1, 2002 which have not appeared on EDGAR.

         (c)      a schedule containing a copy of the federal income tax returns
of Xerion identified in paragraph 4.4(d);   

         (d)      a  schedule  setting  forth the  description  of any  material
                  adverse change in the business, operations,  property, assets,
                  or  condition  of  Xerion  since  the date of the most  recent
                  Xerion  balance  sheet,  required to be  provided  pursuant to
section 4.7 hereof; and                     

         (e)      a schedule setting forth any other information,  together with
                  any required copies of documents,  required to be disclosed in
      the Xerion Schedules by sections 4.1 through 4.17.

         4.20.    Updated Schedules. Xerion shall cause the Xerion Schedules and
                  the  instruments and data delivered to Town House hereunder to
                  be  updated  after  the date  hereof up to and  including  the
Closing Date.                               

         4.21 Cancellation of Debts to Affiliates.  Xerion shall cause all debts
and any other  obligations  to directors,  officers and any other  affiliates of
Xerion to be cancelled and terminated on or before the Closing Date.            

 ARTICLE V

 SPECIAL COVENANTS

         5.1 Town House Consolidated US Financial Statements. At least five days
prior to  Closing,  Town  House  shall  deliver to Xerion  the  consolidated  US
financial  statements  ("Consolidated  US  Financial  Statements"),  which shall
consist  of the  consolidated  audited  balance  sheets  of Town  House  and the
Subsidiaries  at December  31, 2004 and 2003 and June 30,  2005.  The  unaudited
consolidated  balance  sheet at June  30,  2005 is  referred  to  herein  as the
"Unaudited  Balance  Sheet".  The related  audited  consolidated  statements  of
operations,  stockholders'  equity and cash flows for the periods ended December
31,  2004  and  2003  and  June  30,  2005  (consolidating  Town  House  and the
Subsidiaries),  together  with  notes  to such  statements  and the  opinion  of
Murrell,  Hall,  McIntosh  &  Company,  P.L.C.,   independent  certified  public
accountants, with respect thereto shall be included in the Town House Schedules.
All of the Consolidated US Financial Statements will be in United States Dollars
and be prepared in accordance with generally accepted  accounting  principles in
the United  States  (consistently  applied  during each of the  periods) and the
requirements of Regulation S-X adopted by the SEC. The Consolidated US Financial
Statements will be part of the Town House Schedules.  Each of Town House and the
Shareholders  represents  and warrants  that the  Consolidated  US Balance Sheet
presents  fairly  the  consolidated  financial  condition  of Town House and its
Subsidiaries.  Town House and its Subsidiaries  will not have, as of the date of
the  Consolidated  US Balance  Sheet,  except as and to the extent  reflected or
reserved   against  therein,   any  liabilities  or  obligations   (absolute  or
contingent) that should be reflected in the Consolidated US Balance Sheet or the

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notes thereto. All assets reflected in the Consolidated US Balance Sheet will be
properly  reported and present  fairly the value of the assets of Town House and
its Subsidiaries.  Consolidated statements of income,  stockholders' equity, and
cash flows presented in the  Consolidated  US Financial  Statements will reflect
fairly  the  information  required  to be set  forth  therein.  Town  House  and
Shareholders  represent  and warrant that the Members'  Equity to be reported in
the  Consolidated US Balance Sheet shall not show a material adverse change from
that  reported  on the  Unaudited  Balance  Sheet.  Town House and  Shareholders
further  represent  and warrant that the  Members'  Equity to be reported in the
Town  House 3rd  quarter  ending  September  30,  2005 shall not show a material
adverse  change  greater  than one  million  dollars  from the  Member's  Equity
reported on the Consolidated US Balance Sheet.                                  

         5.2 Access to Properties  and Records.  Xerion and Town House will each
afford to the officers and authorized  representatives  of the other full access
to the  properties,  books,  and  records  of  Xerion  or  Town  House  and  its
Subsidiaries as the case may be, in order that each may have full opportunity to
make such reasonable  investigation as it shall desire to make of the affairs of
the other,  and each will furnish the other with such  additional  financial and
operating data and other information as to the business and properties of Xerion
or Town House and its  Subsidiaries  as the case may be, as the other shall from
time to time reasonably and with cause request.                                 

         5.3 Delivery of Books and Records. At the Closing, Xerion shall deliver
to Stephen A. Zrenda,  Jr., Esq.,  legal counsel to Town House, the originals of
the corporate minute books, books of account, contracts,  records, and all other
books or documents of Xerion now in the  possession  or control of Xerion or its
representatives and agents.                                                     

         5.4 Xerion Board of Directors.  At the Closing, Xerion shall deliver or
cause to be delivered the resignation of all members from the board of directors
of Xerion,  together  with a unanimous  written  consent of the Xerion  board of
directors   providing  for:  the  appointment  of  persons   designated  by  the
Shareholders  for election to the board of directors to fill the vacancies  left
by the  resignations  (the "New  Board"),  including  one member of the Board of
Directors to be designated by Etech Capital Group,  Inc.; and, all actions taken
subsequent to the Closing of this  Agreement and prior to the effective  date of
the resignations of the current  directors as directors of Xerion,  by the board
of directors,  will require the approval and consent of the director  elected to
the board to fill the vacancy left by the  resignations.  At the Closing each of
the  resigning  directors  will  deliver to Town House and Xerion  their  signed
resignations  as  directors  of Xerion and a  unanimous  written  consent of the
directors of Xerion  appointing as directors to fill the vacancies left by their
resignations persons designated by the Shareholders and one person designated by
Etech Capital Group,  all of which will be effective 10 days following the later
to occur of, the date a statement  complying with the requirements of Rule 14f-1
adopted  under  the  Securities  Exchange  Act  of  1934  (the  "Exchange  Act")
disclosing  the change in control of the Xerion  board of directors is mailed to
all shareholders of record of Xerion,  and said statement is filed with the SEC.
Xerion will take all action required to prepare, mail to shareholders,  and file
the foregoing statement required by Rule 14f-1 of the Exchange Act no later than
20 days  following the Closing Date. The New Board of Xerion will be responsible
for the filing of Xerion's  third  quarter  2005 10QSB.  The New Board of Xerion

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agrees to promptly  transfer shares of the Xerion Stock to all parties  involved
in this Exchange according to the schedule 1. The New Board of Xerion shall also
agree to promptly  register the shares of Etech Capital Group and its designated
holders  through a Form SB-1 or Form SB-2 or other  appropriate  form  under the
Securities Act of 1933. It is understood that Xerion may also register shares of
its  common  stock  for  sale in the  same  registration  statement  to  further
capitalize Xerion.                                                              

         5.5 Third Party Consents and Certificates.  Xerion and Town House agree
to  cooperate  with  each  other in order to obtain  any  required  third  party
consents to this Agreement and the transactions herein and therein contemplated.

5.6      Actions Prior to Closing.                            

         (a)      From and after the date of this  Agreement  until the  Closing
                  Date and  except  as set  forth in the  Xerion  or Town  House
                  Schedules or as permitted or  contemplated  by this Agreement,
                  Xerion and Town House and its Subsidiaries respectively,  will
                  each:  (i) carry on its  business  in  substantially  the same
                  manner  as it has  heretofore;  (ii)  maintain  and  keep  its
                  properties  in  states  of good  repair  and  condition  as at
                  present, except for depreciation due to ordinary wear and tear
                  and damage due to casualty;  (iii)  maintain in full force and
                  effect insurance comparable in amount and in scope of coverage
                  to that now  maintained  by it; (iv)  perform in all  material
                  respects  all  of its  obligation  under  material  contracts,
                  leases,  and instruments  relating to or affecting its assets,
                  properties, and business; (v) use its best efforts to maintain
                  and preserve its business  organization  intact, to retain its
                  key  employees,  and to  maintain  its  relationship  with its
                  material  suppliers and customers;  and (vi) fully comply with
                  and  perform in all  material  respects  all  obligations  and
                  duties  imposed  on it by all  federal  and state laws and all
                  rules,  regulations,  and  orders  imposed by federal or state
governmental authorities.                   

         (b)      From and after the date of this  Agreement  until the  Closing
                  Date, neither Xerion nor Town House and its Subsidiaries will:
                  (i)  make  any  change  in  their  organizational   documents,
                  articles  of  incorporation  or  bylaws;  (ii) take any action
                  described  in  section  2.6 in the case of Town  House and its
                  Subsidiaries  or in section  4.7,  in the case of Xerion  (all
                  except as permitted  therein or as disclosed in the applicable
                  party's schedules); or (iii) enter into or amend any contract,
                  agreement,  or other  instrument of any of the types described
                  in such party's schedules,  except that a party may enter into
                  or amend any contract,  agreement,  or other instrument in the
ordinary course of business.                

5.7      Sales Under Rules 144 or 145, If Applicable.         

         (a)      Xerion  will use its best  efforts  to at all  times to comply
                  with the reporting requirements of the Exchange Act, including
                  timely  filing  of all  periodic  reports  required  under the
                  provisions  of the Exchange Act and the rules and  regulations
promulgated thereunder.                     

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         (b)      Upon  being   informed  in  writing  by  any  person   holding
                  restricted  stock of Xerion  as of the date of this  Agreement
                  that such person  intends to sell any shares under Rule 144 or
                  Rule 145  promulgated  under the Securities Act (including any
                  rule adopted in substitution or replacement  thereof),  Xerion
                  will  certify in writing to such  person that it has filed all
                  of the reports  required to be filed by it under the  Exchange
                  Act to enable  such  person to sell such  person's  restricted
                  stock  under  Rule  144 or 145,  as may be  applicable  in the
                  circumstances,  or will inform such person in writing  that it
has not filed any such report or reports.   

         (c)      If any certificate  representing  any such restricted stock is
                  presented  to  Xerion's  transfer  agent for  registration  of
                  transfer in connection  with any sale  theretofore  made under
                  Rule 144 or 145,  provided such  certificate  is duly endorsed
                  for transfer by the appropriate  person(s) or accompanied by a
                  separate   stock  power  duly  executed  by  the   appropriate
                  person(s)  in  each  case  with  a  medallion  guarantee  with
                  reasonable  assurances that such  endorsements are genuine and
                  effective,  and  is  accompanied  by  an  opinion  of  counsel
                  satisfactory to Xerion and its counsel, at the sole expense of
                  the  transferee,  that such  transfer  has  complied  with the
                  requirements  of Rule 144 or 145, as the cases may be,  Xerion
                  will  promptly  instruct its transfer  agent to register  such
                  transfer   and  to  issue   one  or  more   new   certificates
                  representing such shares to the transferee and, if appropriate
                  under the  provisions  of Rule 144 or 145, as the case may be,
                  free of any stop transfer  order or  restrictive  legend.  The
                  provisions  of this Section 5.7 shall  survive the Closing and
                  the  consummation  of the  transactions  contemplated  by this
Agreement.                                  

5.8      Indemnification.                                     

         (a)      Each of Town House and the Shareholders hereby agree,  jointly
                  and severally,  to indemnify  Xerion and each of the officers,
                  agents and  directors of Xerion as of the date of execution of
                  this Agreement against any loss, liability,  claim, damage, or
                  expense  (including,  but not  limited to, any and all expense
                  whatsoever reasonably incurred in investigating, preparing, or
                  defending against any litigation,  commenced or threatened, or
                  any claim whatsoever),  to which it or they may become subject
                  arising  out of or based  on any  inaccuracy  appearing  in or
                  misrepresentation  made under  Article  II,  Article  III,  or
                  Section 5.1 of this Agreement.  The  indemnification  provided
                  for  in  this   paragraph   shall   survive  the  Closing  and
                  consummation  of  the  transactions  contemplated  hereby  and
termination of this Agreement.              

         (b)      Xerion hereby  agrees to indemnify  Town House and each of the
                  officers, agents and directors of Town House as of the date of
                  execution of this Agreement and the  Shareholders  against any
                  loss, liability, claim, damage, or expense (including, but not
                  limited to, any and all expense whatsoever reasonably incurred
                  in   investigating,   preparing,   or  defending  against  any
                  litigation, commenced or threatened, or any claim whatsoever),
                  to which it or they may become subject arising out of or based

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                  on any inaccuracy appearing in or misrepresentation made under
                  Article IV of this Agreement. The indemnification provided for
                  in this paragraph  shall survive the Closing and  consummation
                  of the  transactions  contemplated  hereby and  termination of
this Agreement.                             

         5.9 After the Closing of this  Agreement  and  assumption of control of
Xerion by the New  Board,  the New Board and  Shareholders  shall  initiate  and
approve and effect a  one-for-eight  (1-for-8)  Reverse Split of the outstanding
common stock of Xerion.  In regard to this Reverse Split,  Xerion will not issue
any fractional shares nor pay any cash for fractional shares, and any fractional
share(s) shall be rounded up to the next higher full share.  In connection  with
the Reverse  Split,  the New Board of Xerion will  authorize  special  treatment
("Special Treatment") to certain stockholders ("Certain Stockholders") of Xerion
in order to  preserve  round  lot  holders  (i.e.,  holders  owning at least 100
shares) after the Reverse Split, as follows:                                    

         a)       The Certain  Stockholders  are  defined as holding,  as of the
                  Closing  date,  800 or fewer  shares of common  stock,  but at
least 100 shares of common stock in Xerion. 

         b)       Special   Treatment   is  defined  as  follows:   The  Certain
                  Stockholders  shall  receive  shares,  newly  issued  or  from
                  treasury,   from   Xerion,   at  no  cost  to  these   Certain
                  Stockholders, equaling the amount of shares necessary to bring
                  their  holding to 100 shares of common  stock of Xerion  after
the Reverse Split.                          

         c)       Persons holding less than 100 shares of common stock would not
                  be affected by the  Reverse  Split and shall  continue to hold
                  and own the same number of shares as they possessed before the
Reverse Split.                              

         d)       The Certain  Stockholders shall be identified according to the
                  printed  Shareholder  List  provided in the Xerion  Schedules.
                  Certain  Stockholders  who are not  listed on the  Shareholder
                  List due to their not having their shares  registered  at time
                  of Closing but which evidence,  within 180 days of Closing, to
                  the board along with written  request from themselves or their
                  broker for  issuance of such new shares that they qualify as a
           Certain Stockholder will be afforded Special Treatment.

         e)       The new board,  upon Closing,  shall  publicize the details of
                  this Special  Treatment  in a corporate  news release and Form
8-K current report.                         

         f)       Those Certain  Stockholders  appearing on the Shareholder List
                  shall  automatically be mailed their new  certificates  within
                 ninety days subsequent to the execution of the Reverse Split.

         g)       Any other  terms and  conditions  of Special  Treatment  to be
                  afforded to stockholders  to preserve round lot  stockholders,
                  and determining  which  stockholders  may be eligible for such
                  Special Treatment, will be determined solely by the New Board.

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         5.10 The  Shareholders  and New  Board of Xerion  shall  not  approve a
reverse-split  of Xerion's shares for a period of at least two years  subsequent
to the Exchange,  except for the Reverse Split provided for herein and except in
the instance that market  conditions  prevent  Xerion from achieving a per share
price  equaling  the  requisite  per share  price  for  NASDAQ  listing  (as per
paragraph  5.11) and  institutional  investment,  such as the purchase of Xerion
stock for  investment  on the open  market  by a mutual  fund,  estimated  to be
US$5.00 and US$8.00 per share respectively, and Xerion is unable to meet the per
share  price  requirement  necessary  to obtain such  listing and  Institutional
Investment.                                                                     

         5.11 Upon Closing,  the Shareholders  agree to authorize and direct the
New Board of Xerion to apply all  diligence  and effort to prepare and apply for
listing  ("Listing") on the NASDAQ Small Cap stock exchange,  the American Stock
Exchange or other reputable and nationally listed North American stock exchange.

         5.12 Reverse Stock Split. Promptly after the Closing, the assumption of
control of the New Board and the  issuance  of Xerion  Stock,  the  Shareholders
shall  approve a reverse  stock split of one-for  eight  (1-for-8) (1 post-split
share equals 8 pre-split  shares) of the then issued and  outstanding  shares of
the common  stock of Xerion  (referred to herein as the  "Reverse  Split").  The
resultant  post-Reverse Split percentage of ownership of Xerion Stock will equal
approximately  the structure  expressed in schedule 2, with the only  exceptions
being that of the  possibility  of the numbers  being  adjusted  for  fractional
shares.                                                                         

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ARTICLE VI

 CONDITIONS PRECEDENT TO OBLIGATIONS OF XERION

         The  obligations of Xerion under this Agreement are subject to Xerion's
satisfaction at or prior to Closing of the following conditions:                

         6.1 Accuracy of  Representations.  The  representations  and warranties
made by Town House and the  Shareholders  in this  Agreement were true when made
and shall be true at the Closing  Date with the same force and effect as if such
representations  and warranties  were made at and as of the Closing Date (except
for  changes  therein  permitted  by this  Agreement),  and Town  House  and the
Shareholders  shall have performed or complied with all covenants and conditions
required by this  Agreement to be  performed or complied  with by Town House and
the  Shareholders  prior to or at the Closing.  Xerion shall be furnished with a
certificate,  signed  by a  duly  authorized  officer  of  Town  House  and  the
Shareholders and dated the Closing Date, to the foregoing effect.               

         6.2 Officer's  Certificates.  Xerion shall have been  furnished  with a
certificate  dated the Closing Date and signed by a duly  authorized  officer of
Town House and the  Shareholders  to the effect that no litigation,  proceeding,
investigation,  or inquiry is pending or, to the best knowledge of Town House or
the  Shareholders  threatened,  which  might  result  in an  action to enjoin or
prevent the  consummation  of the  transactions  contemplated by this Agreement,
and, to the extent not disclosed in the Town House Schedules,  by or against the
Shareholders or any of Town House and its Subsidiaries which might result in any
material  adverse  change  in  any  of  the  assets,  properties,  business,  or
operations of any of Town House and its Subsidiaries, individually or taken as a
whole.                                                                          

         6.3 No Material Adverse Change.  Prior to the Closing Date, there shall
not have  occurred  any  material  adverse  change in the  financial  condition,
business, or operations of any of Town House and its Subsidiaries,  individually
or taken as a whole, nor shall any event have occurred which,  with the lapse of
time or the giving of notice, may cause or create any material adverse change in
the financial  condition,  business,  or operations of any of Town House and its
Subsidiaries.                                                                   

         6.4  Director  Questionnaires.  Xerion  shall  have  received  director
questionnaires  completed  and  signed by each  director  to be  designated  and
elected as director of Xerion in form and substance  reasonably  satisfactory to
Xerion and its counsel  which  shall  contain  information  for use by Xerion in
reporting the transaction contemplated hereby on Form 8-K and other documents to
be filed with the SEC.                                                          

6.5 Other Items.                                              

         (a)      Xerion shall have received a  Shareholders  list of Town House
                  containing the name, address, and number of shares held by the
                  Town House Shareholders as of the date of Closing certified by
                  an  executive  officer of Town House as being true,  complete,
and accurate.                               

         (b)      Xerion   shall   have   received   such   further   documents,
                  certificates,  or  instruments  relating  to the  transactions
         contemplated hereby as Xerion may reasonably request.

         (c)      Xerion  shall have been  furnished  with the  Consolidated  US
                  Financial  Statements  not less than  five  days  prior to the
Closing.                                    

 ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF
 TOWN HOUSE AND THE SHAREHOLDERS

         The obligations of Town House and the Shareholders under this Agreement
are subject to Town House's and the  Shareholder's  satisfaction  at or prior to
Closing of the following conditions:                                            

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         7.1 Accuracy of  Representations.  The  representations  and warranties
made by Xerion in this Agreement were true when made and shall be true as of the
Closing Date (except for changes  therein  permitted by this Agreement) with the
same force and effect as if such representations and warranties were made at and
as of the Closing  Date,  and Xerion shall have  performed and complied with all
covenants and conditions  required by this Agreement to be performed or complied
with by Xerion prior to or at the Closing.  Town House shall have been furnished
with a certificate,  signed by a duly authorized executive officer of Xerion and
dated the Closing Date, to the foregoing effect.                                

         7.2 Officer's Certificate.  Town House shall have been furnished with a
certificate  dated  as of the  Closing  Date  and  signed  by a duly  authorized
executive  officer  of  Xerion to the  effect  that no  litigation,  proceeding,
investigation,  or  inquiry  is  pending  or,  to the best  knowledge  of Xerion
threatened,   which  might  result  in  an  action  to  enjoin  or  prevent  the
consummation of the transactions contemplated by this Agreement.                

         7.3 No Material Adverse Change.  Prior to the Closing Date, there shall
not have  occurred  any  material  adverse  change in the  financial  condition,
business,  or operations of Xerion nor shall any event have occurred which, with
the lapse of time or the  giving of  notice,  may cause or create  any  material
adverse change in the financial condition, business, or operations of Xerion.   

         7.4 Good  Standing.  Xerion shall have received a  certificate  of good
standing  from  the  Secretary  of  State  of the  State  of  Colorado  or other
appropriate office,  dated as of a date within 10 days prior to the Closing Date
certifying  that  Xerion is in good  standing as a  corporation  in the State of
Colorado.                                                                       

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7.5 Other Items.                                              

         (a)      Town House shall have received a shareholders'  list of Xerion
                  ("Shareholder List") from its transfer agent, current at least
                  within ten (10) days prior to Closing, containing the name and
                number of shares held by each registered Xerion shareholder.

         (b)      Town  House  shall  have  received  such  further   documents,
                  certificates,  or  instruments  relating  to the  transactions
             contemplated hereby as Town House may reasonably request.

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ARTICLE VIII

 TERMINATION

8.1 Termination.                                              

         (a)      This  Agreement may be terminated by the board of directors of
                  either  Xerion or Town House at any time prior to the  Closing
                  Date if: (i) there shall be any actual or threatened action or
                  proceeding,  that is not  frivolous,  before  any court or any
                  governmental body which shall seek to restrain,  prohibit,  or
                  invalidate the transactions contemplated by this Agreement and
                  which,  in the  judgment of such board of  directors,  made in
                  good faith and based on the advice of its legal counsel, makes
                  it  inadvisable to proceed with the exchange  contemplated  by
                  this  Agreement;  (ii)  any of the  transactions  contemplated
                  hereby  are  disapproved  by any  regulatory  authority  whose
                  approval is required to consummate such transactions or in the
                  judgment  of such board of  directors,  made in good faith and
                  based  on  the  advice  of  counsel,   there  is   substantial
                  likelihood that any such approval will not be obtained or will
                  be obtained only on a condition or  conditions  which would be
                  unduly  burdensome,  making it inadvisable to proceed with the
                  exchange;  (iii)  either party  identifies a serious  material
                  deficiency  with  the  results  of its  business,  legal,  and
                  accounting due diligence  regarding the other  conducted up to
                  the Closing  Date,  or (iv) there shall have been any material
                  adverse  change after the date of the latest  balance sheet of
                  Xerion or financial  condition  of Xerion,  which could have a
                  materially  adverse  affect  on the value of the  business  of
                  Xerion,  except any changes  disclosed in the Xerion Schedules
                  or allowed for herein. In the event of termination pursuant to
                  this  paragraph (a) of section 8.1, no obligation,  right,  or
                  liability shall arise hereunder, and each party shall bear all
                  of  the  expenses  incurred  by  it  in  connection  with  the
                  negotiation, drafting, and execution of this Agreement and the
transactions herein contemplated.           

         (b)      This  Agreement  may be  terminated  at any time  prior to the
                  Closing by action of the board of  directors of Xerion if: (i)
                  Town House shall fail to comply in any  material  respect with
                  any of its covenants or agreements contained in this Agreement
                  or if any of the  representations  or warranties of Town House
                  contained herein shall be inaccurate in any material  respect;
                  or (ii)  there  shall  have  been a  material  adverse  change
                  between the previously  delivered financial statements and the
                  yet to be  delivered  Consolidated  US  Balance  Sheet  in the
                  assets, properties, business, or financial condition of any of
                  Town House and its Subsidiaries, which could have a materially
                  adverse  affect  on the value of the  business  of any of Town
                  House and its Subsidiaries, individually and taken as a whole,
                  except any changes  disclosed in the Town House Schedules.  If
                  this Agreement is terminated pursuant to this paragraph (b) of
                  section 8.1,  this  Agreement  shall be of no further force or
                  effect,  and no obligation,  right,  or liability  shall arise
hereunder.                                  

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         (c)      This  Agreement  may be  terminated  at any time  prior to the
                  Closing by action of the board of  directors  of Town House if
                  Xerion shall fail to comply in any  material  respect with any
                  of its covenants or agreements  contained in this Agreement or
                  if  any  of  the   representations  or  warranties  of  Xerion
                  contained herein shall be inaccurate in any material  respect.
                  If this Agreement is terminated pursuant to this paragraph (c)
                  of section 8.1, this Agreement shall be of no further force or
                  effect,  and no obligation,  right,  or liability  shall arise
                  hereunder,  except  that each  party  shall bear its own costs
                  incurred in connection with the negotiation,  preparation, and
execution of this Agreement.                

ARTICLE IX

 MISCELLANEOUS

         9.1 Brokers.  Xerion,  the Shareholders and Town House agree that there
were no  finders or  brokers,  other than Etech  Securities,  Inc.  involved  in
bringing  the parties  together  or who were  instrumental  in the  negotiation,
execution,  or  consummation of this  Agreement.  Xerion,  on one hand, and Town
House and the  Shareholders  on the other,  agree to indemnify the other against
any claim by any third  person for any  commission,  brokerage,  or finders' fee
arising from the transactions contemplated hereby based on any alleged agreement
or understanding  between the indemnifying party and such third person,  whether
express or implied from the actions of the indemnifying party.                  

         9.2 Governing Law. This Agreement shall be governed by,  enforced,  and
construed  under and in accordance with the laws of the United States of America
and,  with  respect  to matters of state  law,  with the laws of  Colorado.  Any
dispute  arising under or in any way related to this Agreement will be submitted
to binding  arbitration  before a single arbitrator by the American  Arbitration
Association  in  accordance  with the  Association's  commercial  rules  then in
effect.  The  arbitration  will be  conducted in Los  Angeles,  California.  The
decision of the arbitrator will set forth in reasonable detail the basis for the
decision  and will be  binding  on the  parties.  The  arbitration  award may be
confirmed by any court of competent jurisdiction.                               

         9.3 Notices. Any notices or other communications  required or permitted
hereunder  shall be  sufficiently  given if  personally  delivered or if sent by
courier or registered mail, both with copy by facsimile, addressed as follows:  

If to Xerion:                       Xerion EcoSolutions Group Inc.              
                       Suite 905, 102-4639 Main Street
                   Whistler, BC Canada VON 1B4
               Telephone: 604-902-0718
         Fax: 604-905-0931

If to Town House or Shareholders:                                               
                    Stephen A. Zrenda, Jr., Esq.
                    Stephen A. Zrenda, Jr., P.C.
                          100 N. Broadway Avenue, Suite 2440
                    Oklahoma City, OK 73102-8608
                Telephone:  405.235.2111
         Fax: 915.975.8003
                Email: zrendaesq@aol.com

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or such other  addresses  as shall be  furnished  in writing by any party in the
manner for giving notices hereunder,  and any such notice or communication shall
be deemed to have been given as of the date so delivered by courier or fax.     

         9.4 Attorney's  Fees. In the event that any party institutes any action
or suit to enforce this Agreement or to secure relief from any default hereunder
or breach hereof, the parties shall be responsible for their own costs.         

         9.5  Confidentiality.  The  parties  will  keep  and use all  nonpublic
information  ("Confidential  Information") in confidence  solely for the purpose
set  forth in this  Agreement  and will not  disclose  any part of  Confidential
Information  to any person,  firm,  corporation,  or other entity.  Confidential
Information  includes,  but is not limited to; all data and information obtained
with   respect  to  another   party  or  any   subsidiaries   thereof  from  any
representative, officer, director, or employee or other entity or from any books
or records or from personal inspection, or such other party. Other than provided
for herein,  the parties shall not use Confidential  Information or disclose the
same to others,  except (i) to the extent such data or  information is published
or is or  becomes  a matter  of public  knowledge  other  than by breach of this
Agreement,  or is required by law to be  published;  and (ii) to the extent that
such data or  information  must be used or disclosed in order to consummate  the
transactions contemplated by this Agreement.                                    

         9.6 Expenses of Stock  Exchange.  Except as  otherwise  provided for in
Section  8.1,  Xerion  and Town  House  agree that they will each bear their own
costs and expenses in negotiating and closing the  transactions  contemplated by
this Agreement,  including but not limited to, attorneys' fees, accounting fees,
due diligence expenses,  travel,  printing,  copying,  mail, telephone and other
related expenses.                                                               

         9.7 Third Party Beneficiaries.  This contract is solely between Xerion,
the  Shareholders  and Town  House  and,  except as  specifically  provided,  no
director, officer, stockholder,  employee, agent, independent contractor, or any
other person or entity shall be deemed to be a third party  beneficiary  of this
Agreement.                                                                      

         9.8 Entire  Agreement.  This Agreement  represents the entire agreement
(including the exhibits or schedules hereto) between the parties relating to the
subject  matter  hereof,  including  this  Agreement  alone fully and completely
expresses the agreement of the parties  relating to the subject  matter  hereof.
There   are  no  other   courses   of   dealing,   understandings,   agreements,
representations, or warranties, written or oral, except as set forth herein.    

         9.9 Survival.  The  representations,  warranties,  and covenants of the
respective  parties shall survive the Closing Date and the  consummation  of the
transactions herein contemplated.                                               

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         9.10   Counterparts.   This  Agreement  may  be  executed  in  multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall be but a single instrument.                                      

         9.11 Amendment or Waiver.  Every right and remedy provided herein shall
be cumulative with every other right and remedy,  whether  conferred  herein, at
law, or in equity, and may be enforced concurrently  herewith,  and no waiver by
any party of the  performance  of any obligation by the other shall be construed
as a waiver of the same or any other  default then,  theretofore,  or thereafter
occurring or existing,  unless so delivered in writing. At any time prior to the
Closing Date,  this  Agreement may be amended by a writing signed by all parties
hereto,  with  respect  to any of the terms  contained  herein,  and any term or
condition of this Agreement may be waived or the time for performance hereof may
be extended by a writing signed by the parties whose  signatures  appear on this
Agreement..                                                                     

         9.12  Construction.  The  parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign  statute  or law  shall  be  deemed  also  to  refer  to all  rules  and
regulations promulgated  thereunder,  unless the context otherwise requires. All
monetary  amounts  stated in this  Agreement  are,  unless  specifically  stated
otherwise,  denominated in United States  Dollars.  The parties  acknowledge and
agree with respect to their  respective  schedules  that (i) the  schedules  may
include certain items and information solely for informational  purposes for the
convenience of the parties hereto, (ii) each attachment referenced in a schedule
shall be deemed incorporated into and a part of such schedule.                  

         9.14 Headings. The headings in this document are for reference only and
are not intended to be used to interpret the document. Further documentation, if
any,  required  to give  force  and  effect  to the  spirit  and  intent of this
Agreement will be executed promptly.                                            

         9.15  Time  and  Transmission.  Time  shall  of  the  essence  in  this
Agreement.  The parties agree that executed copies of this Agreement transmitted
and received via facsimile shall be accepted as binding documents evidencing the
intention of the parties to be bound by the terms of this Agreement. The parties
agree to also send complete original copies by courier.                         

         9.16  Validity.  Should any part of this  Agreement be declared or held
invalid  for any  reason,  such  validity  shall not affect the  validity of the
remainder  which shall  continue in full force and effect and be construed as if
this  Agreement had been executed  without the invalid  portion and it is hereby
declared that the  intention of the parties  hereto that this  Agreement  should
have been  executed  without  reference  to any  portion of which may be for any
reason hereinafter declared or held invalid.                                    

         9.17 Full Understanding.  This Agreement contains the full and complete
agreement of the parties and supersedes all prior  agreements,  arrangements  or
understandings,  whether written or oral,  relating thereto.  This Agreement may
not be amended, modified or supplemented, and no provision or requirement hereof
may be waived,  except by written  instrument signed by the party to be charged.
There are no representations or warranties,  expressed or implied,  statutory or
otherwise, other than as expressly set forth or referred to herein.             

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IN WITNESS WHEREOF,  the corporate  parties hereto have caused this Agreement to
be executed by their respective  officers,  hereunto duly authorized,  as of the
date first above-written and each page has been initialed by the parties.       

                          Xerion EcoSolutions Group Inc.

             By: /s/ Ben Traub
                                         ---------------------------------------
             Ben Traub
                                         Chief Executive Officer and President

                   Town House Land Limited

               By: /s/ Fang, Zhong
                                         ---------------------------------------
             Fang, Zhong
                                       Chief Executive Officer and President

                                   Town House Land Limited's Shareholders:

               By: /s/ Fang, Zhong
                                         ---------------------------------------
             Fang, Zhong

          By: /s/ Hu Min
                                         ---------------------------------------
        Hu Min

                 By: /s/ Fang, Wei-Jun
                                         ---------------------------------------
               Fang, Wei-Jun

               By: /s/ Fang, Zhong
                                         ---------------------------------------
                                  Fang, Hui's legal representative

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Schedule 1

to

STOCK EXCHANGE AGREEMENT

Dated October 19, 2005

         The Xerion Stock of Xerion  EcoSolutions  Group Inc. to be issued under
section 1.1 and section 1.2 of the Stock Exchange  Agreement  shall be issued to
the following  persons with a restrictive  legend consistent with the Securities
Act of 1933, as amended:                                                        

Common Stock of Xerion                                                          
EcoSolutions Group Inc.                                                         
to be issued to the stockholders                                                
of Town House Land                                                              
Limited and their designees                   Number of Shares        Percentage
---------------------------                   ----------------        ----------

1. Fang, Zhong                                     181,439,200           79.816%
2. Hu, Min                                           6,201,340            2.728%
3. Fang, Wei-Jun                                     6,201,340            2.728%
4. Fang Hui's legal representative                   6,201,340            2.728%
5. Belmont Capital Group Limited                     8,751,891             3.85%
6. Hung Wan                                            991,123            0.436%
7. Stephen A. Zrenda, Jr                             1,623,078            0.714%
8. Etech Capital Group                               9,092,873              4.0%
9. Liang, Rang Yi                                    3,978,132             1.75%
                                                   -----------       -----------
                                                   224,480,317            98.75%
                                                   ===========       ===========

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Schedule 2

to

STOCK EXCHANGE AGREEMENT

Dated October 19, 2005

         Immediately   subsequent  to  Closing,   the  Common  Stock  of  Xerion
EcoSolutions  Group Inc. will be Reverse Split at a one-for-eight  ratio, as per
section  5.12 of Article V of the Stock  Exchange  Agreement.  All Xerion  Stock
issued shall bear a restrictive  legend  consistent  with the  Securities Act of
1933, as amended.  The post Reverse Split shareholder  structure for all parties
receiving Xerion Stock under the Stock Exchange Agreement will be as follows:   

Common Stock of Xerion                                                          
EcoSolutions Group Inc.                                                         
to be issued to the stockholders                                                
of Town House Land                                                              
Limited and their designees                   Number of Shares        Percentage
---------------------------                   ----------------        ----------

1. Fang, Zhong                                      22,679,900           79.816%
2. Hu, Min                                             775,167            2.728%
3. Fang, Wei-Jun                                       775,167            2.728%
4. Fang Hui's legal representative                     775,167            2.728%
5. Belmont Capital Group Limited                     1,093,986             3.85%
6. Hung Wan                                            123,890            0.436%
7. Stephen A. Zrenda, Jr                               202,885            0.714%
8. Etech Capital Group                               1,136,611              4.0%
9. Liang, Rang Yi                                      497,267             1.75%
                                                   -----------       -----------
                                                    28,060,040            98.75%
                                                   ===========       ===========

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		10/31/05		3					3,  8-K
Filed on:		10/26/05							8-K
For Period End:		10/20/05
		10/19/05		32		33
		9/30/05		19					10QSB,  NT 10-Q
		8/31/05		10
		6/30/05		5		18			10QSB,  NT 10-Q
		12/31/04		5		18			10KSB,  10KSB/A,  NT 10-K
		12/31/03		5		18			10KSB
		12/31/02		14					10KSB,  NT 10-K
		1/1/02		18
		9/23/01		10
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