2)by issuing an aggregate of 260,000,000 Buyer Common Shares, at a price of $0.05 per Buyer Common Share, as follows:

3.1.1.1 83,125,000 Buyer Common Shares to the Seller who directs that such 83,125,000 Buyer Common Shares be issued to the Parent; and

3.1.1.2 176,875,000 Buyer Common Shares to the Seller who directs that such 176,875,000 Buyer Common Shares be issued to Winterberry, or as directed by Winterberry, pursuant to the terms of the Winterberry Agreement;

 Why give up over 60% of shares from sales to this company??????  Market value in excess of $8Mil????