WHEREAS:

1. Qu?bec inc. is the sole shareholder of all of the issued and outstanding shares of voting common stock ("CCIP Shares") of Corporation CCIP Inc. ("CCIP"), a corporation duly constituted under the laws of the province of Quebec;

2. Terra Nostra wishes to purchase from Qu?bec inc., and Qu?bec inc. wishes to sell to Terra Nostra, all of the issued and outstanding CCIP Shares in exchange for shares of common stock of Terra Nostra ("Terra Nostra Shares"), subject to the terms and conditions set out in this Agreement.

NOW THEREFORE in consideration of the covenants, representations and warranties set forth herein and as such other further consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Purchase and Sale. Qu?bec inc. hereby agrees to transfer to Terra Nostra, and Terra Nostra hereby agrees to acquire from Qu?bec inc., all, and not less than all, of the issued and outstanding CCIP Shares (being an aggregate of 100 class "A" and 115 000 class "B" CCIP Shares) in consideration for the issuance to Qu?bec inc. of an aggregate of 15,000,000 Terra Nostra Shares (the "Terra Nostra Payment Shares") with an aggregate value of U.S.$ 9 000 000 (deemed value of U.S.$ 0,60 per share).

2. Covenants of Terra Nostra. Terra Nostra covenants and agrees with Qu?bec inc. to do the following at or prior to the Closing Date (as hereinafter defined) and prior to the completion of the transactions contemplated in section 1:

   1. to comply with all applicable securities and corporate laws and regulatory requirements.

3. Representations and Warranties of Terra Nostra. Terra Nostra represents and warrants the following to Qu?bec inc.:

   1. Terra Nostra is duly incorporated under the laws of the State of Nevada, United States, is validly existing and in good standing under such laws, and has no subsidiaries or equity interests in any other companies or entities;

   2. the authorized capital of Terra Nostra consists of 100 000 000 common shares with U.S.$0.01 par value (the "Terra Nostra Shares" herein), of which 14 528 900 Terra Nostra Shares and no preferred shares are currently issued and outstanding;

   3. all of the issued Terra Nostra were issued in compliance with applicable federal and state securities laws, including but limited to the registration requirements of Section 5 of the United States Securities Act of 1933, as amended (the "1933 Act") or an exemption therefrom;

   4. all of the currently issued and outstanding Terra Nostra Shares are validly issued and outstanding and are fully paid and non-assessable and the Terra Nostra Payment Shares to be issued at Closing (as hereinafter defined) will, on issuance, be validly issued and outstanding as fully paid and non-assessable and the Terra Nostra Payment Shares will at Closing be free and clear of all restrictions on transfer (other than restrictions under applicable securities laws or as otherwise contemplated in this Agreement), liens, charges and encumbrances;

   5. Terra Nostra's Annual Report signed on behalf of Terra Nostra has been duly filed with the United States Securities and Exchange Commission ("SEC") pursuant to section 12(g) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") and is, except to the extent superseded by Terra Nostra's Form 10-QSB filed with the SEC, true and correct in all material respects as at the date hereof and, except to the extent superseded by the Form 10-Q and any subsequent quarterly or current reports filed with the SEC prior to the Closing Date, shall be true and correct in all material respects at the Closing Date;

   6. the Terra Nostra Shares are quoted on the National Association of Securities Dealer's ("NASD") OTC Bulletin Board ("OTCBB") and, prior to the Closing, Terra Nostra will do all necessary acts and things to maintain the quotation of the Terra Nostra shares on the OTCBB;
      
       

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