<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>SHARE EXCHANGE AGREEMENT

<TEXT>



<PAGE>





                            SHARE EXCHANGE AGREEMENT



      This Ageement is made as of the 29th clay of September, 1999



AMONGST:



            FOREST GLADE INTERNATIONAL INC., a company duly incorporated and

            validly existing under the laws of the State Nevada having its

            executive offices at 444 Victoria Street, Prince George, British

            Columbia, V2L 2J7



            ("FGI")



AND:

            MAURICE SIMPSON, businessman, of #401 1 1310 Cariboo Street, New

            Westminster, British Columbia, V3M 1X2



            (herein separately called "Maurice")



AND:

            DANA HERBERT SHAW, software programmer of 5260 6th Avenue, Delta,

            British Columbia, V4M 1L5



            (herein separately called "Dana")



AND:

            WILLIAM FREDERIC MURRAY, Attorney, of 3343 Highland Boulevard, North

            Vancouver, British Columbia, VV7 2Y2



            (herein separately called "WFM")



            (Maurice, Dana and WFM are herein collectively referred to as

            the  "Original Shareholders")



AND:



            DENIS BROVARONE. Attorney at Law, 11269 W. 103rd Drive,

            Westminster, Colorado 80021



            (the "Escrow Agent")



WHEREAS:



A. A Company named SSA Coupon Ltd. ("SSA") was incorporated by Maurice pursuant

to the laws of British Columbia for the purpose of developing, exploiting and

marketing an internet web search engine and data base as an internet portal (the

"Project") and Maurice was the originator of the concept and has been retained

by SSA on a consulting basis.





<PAGE>







B. Dana has worked with Maurice in the development of the technology for the

Project and was retained by SSA to continue his involvement with programming for

the Project and to co ordinate and oversee the development of the software and

the writing of the specifications in a consulting capacity with the Company and

as its Chief Technical Officer.



C. WFM is an attorney of law in partnership under the name Metro Law Office,

which partnership are the lawyers to the Company and the Company retained WFM as

its President on a long term basis.



A. There are 12,500 common shares issued and outstanding in the capital of SSA

and Maurice, Dana and WPM were the original shareholders of SSA with Maurice

owning 7,142 common shares and each of Dana and WFM owning 1,429 common shat. By

an agreement made as of July 23. 1999, SSA issued 2,500 common shares to FGI.



A. The parties have agreed that it is desirable and to the best interests of FGI

and its shareholders, that SSA be held as a wholly-owned subsidiary of FGI and

this Agreement is being entered into for the purposes of setting forth the terms

and conditions of achieving this result.



      NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the

premises and of the agreements hereinafter contained, the parties hereto

mutually covenant and agree as follows:



                                    ARTICLE 1



                             PLAN OF SHARE EXCHANGE



1.01 Share Transfer. The Original Shareholders will transfer their shares in SSA

to FGI in exchange for a total of 19,000,000 common shares in the capital of FGI

(the "Exchange Shares") to be issued a follows:



         (a) FGI shall issue 13,300,000 shares to Maurice,



         (b) FGI shall issue 2,850,000 shares to Dana, and



         (c) FGI shall issue 2,850,000 shares to WPM



1.02 Exchange Price. The Exchange Shares will be restricted common shares

subject to Rule 144 of the Securities Exchange Act of the United States and the

parties agree that the Exchange Shares have no present value and the share

exchange will be deemed to occur at the issue price to the Original Shareholders

of their common shares in SSA such that the Exchange Shares will be issued for

$100 or $0.0000052 per share.



1.03 Appointment of Escrow Agent. To facilitate the share exchange FGI and the

Original Shareholders hereby appoint the Escrow Agent to act as escrow agent for

the closing of the share exchange. FGI and the Original Shareholders acknowledge

that the Escrow Agent is legal counsel to FGI and FGI and the Original

Shareholders waive any objections as to the Escrow Agent's apparent conflict of

interest while serving as escrow agent. FGI and the Original Shareholders shall

indemnify and hold harmless the Escrow Agent from any and all liability for

performance under this Agreement done honestly and in good faith. The Escrow

Agent shall have the tight to file an Interpleader Action in the Colorado State

courts should any dispute arise between the parties as to the right, title or

interest in any securities deposited with the Escrow Agent as a result of this

Agreement.



                                       2



<PAGE>



1.04 Escrow of SSA Shares. On or before the tenth business day following the

execution of this Agreement by all parties, the Original Shareholders will

deliver to the Escrow Agent:



      (a)SSA share certificate numbered 4 representing the 7,142 common shares

         held by Maurice duly endorsed for transfer to FGI,



      (b)SSA share certificate numbered 5 representing the 1,429 common shares

         held by Dana duly endorsed for transfer to FGI,



      (c)SSA share certificate numbered 6 representing the 1,429 common shares

         held by WFM duly endorsed for transfer to FGI,



      (d)A directors' resolution of SSA approving this Agreement and

         authorizing its execution,



      (e)A directors' resolution of SSA consenting to the transfer of the

         Original Shareholders' common shares to FGI and resolving to cancel

         share certificates numbered 4, 5, and 6 on receipt of the endorsed

         share certificates and resolving to issue shire certificate numbered 8

         for 10,000 common shares in the name of FGI, and



      (f)Share certificate number 8 representing 10,000 common shares in the

         capital of SSA in the name of FGI.



1.05 Issuance of FGI Common Shares and Escrow. On or before the fifth business

day following the execution of this Agreement by all parties, FGI shall deliver

to the Escrow Agent duly executed instructions to its transfer agent for the

issuance of the 19,000,000 Exchange Shares GI as set forth below and

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC