THIS PURCHASE AND SALE AGREEMENT is made and dated as of the 31st day of December, 2003 BETWEEN:

THIS PURCHASE AND SALE AGREEMENT is made and dated as of the 31st day of December, 2003

BETWEEN:

E-COM TECHNOLOGIES CORP., a company incorporated pursuant to the laws of State of Nevada, having an office at Suite 325 - 1135 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0

("E-Com")

AND:

XXX XXXXXXXXX, an individual person having an office at Suite 620 - 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0

("Xxxxxxxxx")

WHEREAS:

A. E-Com is the legal and beneficial owner all of the issued and outstanding shares of its subsidiary, E-Com Consultants (Canada) Corp. (the "Subsidiary"); and

X. Xxxxxxxxx has agreed to acquire from E-Com, and E-Com has agreed to transfer to Xxxxxxxxx, all of the issued and outstanding shares of the Subsidiary in accordance with the terms and conditions of this Agreement.

NOW THEREFORE in consideration of the recitals, and the payment of $1.00 made by Xxxxxxxxx to E-Com, the receipt and sufficiency of which is acknowledged by each party, the parties agree on the following terms:

1. E-Com agrees to transfer as of December 31, 2003, all of the issued and outstanding shares of the Subsidiary to Xxxxxxxxx.

2. E-Com agrees to transfer to Xxxxxxxxx and forgive any and all advances to the Subsidiary made by E-Com and any other debts or liabilities owing from the Subsidiary to E-Com.

3. E-Com provides no representations or warranties regarding the Subsidiary, other than that the shares of the Subsidiary are being transferred to Xxxxxxxxx.

4. Xxxxxxxxx acknowledges that the Subsidiary has debts owing to various creditors and confirms that he is aware of the financial and other condition of the Subsidiary.

This Agreement may be executed in several counterparts and may be delivered by facsimile, each of which will be deemed to be an original, all of which will together constitute one and the same instrument

IN WITNESS WHEREOF the parties have hereunto duly executed this Agreement as of the day and year first above written.

E-COM TECHNOLOGIES CORP.

By: /s/ Xxxxxx Darmon______________________________
Authorized Signatory

SIGNED, SEALED and DELIVERED by XXX XXXXXXXXX in the presence of:

/s/ Xxx Xxxxxx
Signature
Xxx Xxxxxx
Print Name
000-000 X Xxxxxx Xx.
Xxxxxxx
Xxxxxxxxx, XX

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/s/ Xxx Xxxxxxxxx
XXX XXXXXXXXX