Conditions of Closing

Completion of the Transaction will be subject to certain conditions including, without limitation: (a) satisfactory completion of a due diligence review by each of Chairman and Daymak; (b) receipt of all necessary approvals of the board of directors of both Chairman and Daymak; (c) receipt of all necessary third party consents; (d) approval of the Transaction by the Exchange; (e) approval of the Transaction by the shareholders of Daymak; (f) Chairman satisfying the minimum listing requirements set by the Exchange for a Tier 1 or Tier 2 issuer; and (g) the Private Placement being completed for gross proceeds of not less than $1,014,000.

Business of Daymak

Daymak is a Toronto-based importer, distributor and developer of alternative energy and fuel efficient street legal and off-road vehicles. Founded in 2001 by Yeganeh Baiocchi, a Canadian business entrepreneur, Daymak has grown from a 300 square foot garage space to its current 28,000 square foot head office location at 130 Oakdale Road, in Toronto, Ontario. In 2008, Ms. Baiocchi was named as one of the top 100 women entrepreneurs of the year according to Profit Magazine.

Daymak is one of the premier destinations for electric vehicles, motor-sports vehicles, accessories, parts and service in Ontario with dealers across Canada and is focused on offering unprecedented service and support to both its customers and distributors. Daymak's alternative energy vehicles consist of street legal electric bikes, electric ATVs, electric dirt bikes, electric golf carts, electric scooters and electric mobility scooters. The off-road or motor- sports product lines consist mainly of all terrain vehicles (ATV), dirt bikes, pocket bikes, motorcycles, gas scooters, mopeds, go- karts and golf carts. Daymak carries most major lines of electric and motor-sports vehicle safety equipments, which include helmets (DOT approved), goggles, gloves, chest protectors, elbow and kneepads. All Daymak's products are emblazoned with a "Daymak" logo at the factory to ensure that no matter where a product is sold, the Daymak brand is at the forefront.

Daymak is currently in the process of developing and commercializing electric vehicles based on its proprietary Daymak D- Drive technology. The Daymak D-Drive Controller is composed of two proprietary components: A Microprocessor that generates more power, speed and distance to existing electric vehicles; An Electric circuit board which is designed to increase and maximize the input/ output capabilities of all electric components safely.

Daymak's Toronto headquarters contains a sales office, a vehicle showroom, accessories, as well as, a parts and services division. Daymak provides warranties, parts, and service for all its products.

Daymak currently has a network of 50 dealers based primarily in Ontario, as well as two corporate owned retail locations focused on electric bikes. Daymak also has a presence in the provinces of Alberta, British Colombia, Manitoba, Quebec, New Brunswick, Nova Scotia, and Saskatchewan.

Daymak Financial Information (based on unaudited financial statements)

In 2008, Daymak recorded revenues of approximately CDN$3,800,000. This was the company's third consecutive year of approximately 25% year over year growth. The company also recorded a net income for 2008 of CDN$130,000 which was its third consecutive year of positive net income. Daymak's balance sheet currently carries debt of $585,048 to the company's founder and sole shareholder. The entire debt will be converted into common shares of the company at the same valuation of the proposed private placement. As at May 30, 2009, Daymak's balance sheet had approximately $950,000 in product inventory and $200,000 in office equipment and vehicles. The majority of product inventory is made up of gas-scooters, electric bikes, dirt and pocket bikes, and parts and accessories.

Daymak will use the proceeds of the Daymak Financing to help grow and develop a dealer network in the province of British Colombia, grow and develop a dealer network in the province of Quebec, continue the development of its D-Drive technology market and the eBIKE-IN-A-BOX Kit, and for general corporate purposes.

Officers and Directors Post-Transaction

Upon completion of the Transaction, it is anticipated that the following individuals will be the officers and/or directors, subject to individual and TSX-V approval, of Chairman:

Yeganeh Baiocchi - President & Director: Ms. Baiocchi is the founder of Daymak and is responsible for purchasing, marketing and sales. Ms. Baiocchi has worked for over 10 years in various management positions with the Bank of Montreal. In 2008 she was voted one of Canada's top 100 woman entrepreneurs. Ms. Baiocchi will be a director of Chairman upon completion of the transaction.

Aldo Baiocchi - V.P. Production & Director: Mr.