Contract

by Montavo
December 15th, 2004

Exhibit 10.2 NO. L042799 VANCOUVER REGISTRY IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED, SECTIONS 288 AND 291 AND IN THE MATTER OF THE ARRANGEMENT AMONG TRANSWORLD MEDIA INC. AND ITS MEMBERS AND NORTH COAST PARTNERS, INC. O R D E R BEFORE THE HONOURABLE MR. ) WEDNESDAY, THE 17th DAY JUSTICE GROBERMAN ) ) OF NOVEMBER, 2004 ) ) UPON THE APPLICATION of the Petitioners, coming on for hearing on this day before me at Vancouver, British Columbia; AND UPON reading the Affidavit of MEL VENKATESWARAN and the exhibits thereto, sworn the 10th day of November, 2004, and filed; AND UPON reading the Affidavit of TERESA J. DOHERTY, CGA, sworn the 1st day of October, 2004, and filed; AND UPON hearing Paul A. Bowes, Esq., counsel for the Petitioners; AND UPON considering and finding that all terms and conditions of the continuance of Transworld to Wyoming and the subsequent exchange of shares pursuant to the plan of Arrangement are fair to the shareholders of the Petitioners; AND UPON being advised by counsel for the Petitioners that this Court's consideration of the fairness of the Arrangement and the approval of the Arrangement will serve as a basis for the reliance upon an exemption from the registration provisions contained in section 3(a)(10) of the United States Securities Act of 1933, as amended, with respect to the exchange of securities of the Petitioners pursuant to the Arrangement; 1. THIS COURT ORDERS that the plan of Arrangement of Transworld Media Inc. and North Coast Partners, Inc. is approved pursuant to Section 291 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended, in accordance with the terms of the Plan of Arrangement and Share Exchange Agreement between the companies dated September 29, 2004 and filed herein. 2. The Arrangement is to be effective on the date which this Order and the certificate of continuance are delivered to the Registrar of Companies pursuant to Sections 292 and 311, respectively, of the Business Corporations Act. BY THE COURT s/"Registrar" _________________________________ REGISTRAR Approved as to form: s/"P. Bowes" _______________________________ Paul A. Bowes, Esq. Counsel for the Petitioners NO. L042799 VANCOUVER REGISTRY IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, CHAPTER 57, AS AMENDED, SECTIONS 288 AND 291 AND IN THE MATTER OF THE ARRANGEMENT AMONG TRANSWORLD MEDIA INC. AND ITS MEMBERS AND NORTH COAST PARTNERS, INC. O R D E R SALLEY BOWES HARWARDT Barristers and Solicitors 1750 - 1185 West Georgia Street Vancouver, B.C. V6E 4E6 (604) 688 - 0788 Paul A. Bowes, Esq.