EXHIBIT 10

Securities Exchange Agreement

and

Plan of Exchange

BETWEEN

Enwin Resources, Inc.

AND

Solar Energy Limited

AND

D2Fusion, Inc.

DATED

May 31, 2007

                                SECURITIES EXCHANGE AGREEMENT AND PLAN OF EXCHANGE


THIS SECURITIES  EXCHANGE  AGREEMENT AND PLAN OF EXCHANGE (this "Agreement") is entered into as of May 31, 2007, by
and between Enwin Resources,  Inc.  ("Enwin"),  a Nevada  corporation,  Solar Energy Limited ("Solar"),  a Delaware
corporation, and D2Fusion, Inc. ("D2Fusion") a California corporation.

WITNESSETH:

WHEREAS,  Solar owns common stock of D2Fusion,  which stock constitutes 100% of the outstanding  ownership or right
to ownership of D2Fusion (the  "D2Fusion  Shares"),  there being no  outstanding  preferred  shares,  warrants,  or
options to purchase shares of D2Fusion; and

WHEREAS,  Enwin desires to acquire from Solar,  and Solar desires to convey to Enwin, all of the D2Fusion Shares in
exchange for an aggregate of  30,000,000  shares of common stock of Enwin (the "Enwin  Shares"),  par value $0.001,
whereby D2Fusion will become a wholly-owned subsidiary of Enwin.

NOW, THEREFORE, in consideration of the premises and of the mutual  representations,  warranties and agreements set
forth herein, the parties hereto agree as follows:

                                                     ARTICLE I
                                          DEFINITIONS AND INTERPRETATION

1.1      Defined  Terms.  Unless  otherwise  specifically  defined  in  this  Agreement  or the  context  otherwise
         requires, capitalized terms used in this Agreement will have the following meanings:

         1.1.1    "Affiliate" or  "Affiliated"  means,  in relation to any party,  any company or other  commercial
                  entity or person which  directly or  indirectly  controls,  is  controlled  by or is under common
                  control with such party or any of such party's  directors,  managers,  supervisors  or management
                  personnel.

         1.1.2    "Agreement"  means this agreement,  the recitals  hereto and all exhibits and schedules  attached
                  to this Agreement,  in each case, as they may be amended or  supplemented  from time to time, and
                  the expressions "hereof",  "herein",  "hereto",  "hereunder",  "hereby", and similar expressions,
                  when  used in this  Agreement,  refer  to this  Agreement  as a whole  and not to any  particular
                  provision  of this  Agreement;  and  unless  otherwise  indicated,  references  to  sections  and
                  subsections are to sections and subsections in this Agreement.

1.1.3    "Applicable Law" means any domestic or foreign statute, law, ordinance,  regulation,  by-law or order that
                  applies to Enwin, Solar or D2Fusion.

1.1.4    "Assets" means all of the properties,  rights and assets of D2Fusion including,  without  limitation,  all
                  cash and cash equivalents,  prepaid expenses, all investments,  accounts receivable, Goodwill and
                  IP, Inventory, Personal Property, and Material Contracts.

         1.1.5    "Business" means the further  development and  commercialization  of technology  intended for the
                  delivery of  proprietary  solid-state  fusion  aimed at entry level heat and energy  applications
                  for homes and industry.

         1.1.6    "Business Day" means any day other than a Saturday,  a Sunday or a day on which  chartered  banks
                  in the United States of America are authorized or obligated by law to close.

         1.1.7    "Closing Date" has the meaning set forth in subsection 2.5.

         1.1.8    "Employees" means all persons engaged in the Business  including  employees,  employees on leave,
                  contract employees, and owner-operators, if any.

         1.1.9    "Encumbrance" means any encumbrance of any kind whatever and includes,  without  limitation,  any
                  adverse claim, security interest,  mortgage, lien,  hypothecation,  pledge,  assignment,  charge,
                  trust or deemed  trust  (whether  contractual,  statutory  or  otherwise  arising),  or any other
                  right,  option or claim of others  affecting  the Assets,  and any  covenant or other  agreement,
                  restriction or limitation on the transfer of the Assets.

         1.1.10   "Environmental  Laws" includes all applicable laws,  statutes,  regulations,  by-laws,  rules and
                  Orders of any  Governmental  Authority where D2Fusion has carried on business and the common law,
                  relating,  in whole or in part,  to the  environment,  and  includes  those laws  relating to the
                  storage,  generation, use, handling,  manufacture,  processing,  transportation,  import, export,
                  treatment, release or disposal of any Hazardous Substance.

         1.1.11   "Environmental  Permits"  includes  all  certificates,   approvals,   consents,   authorizations,
                  registrations,  and licenses issued, granted, conferred,  created or required by any Governmental
                  Authority pursuant to any Environmental Laws.

                  1.1.12   "Facility"  means the main research and  development  facility for the Business  located
                  in Foster City, California.

         1.1.13   "Fixed Plant and Equipment"  means all plant,  machinery and equipment  situated on the Lands, if
                  any.

         1.1.14   "Governmental  Authority"  includes any domestic or foreign  government  whether state,  federal,
                  provincial,  or municipal  and any  governmental  agency,  governmental  authority,  governmental
                  tribunal or governmental commission of any kind whatsoever.

         1.1.15   "Goodwill and IP" means:

                  1.1.15.1  all customer lists, contracts, files, records and outstanding quotations;

                  1.1.15.2  all trade marks  (registered  or not),  trade  names,  designs,  URL and domain  names,
                            logos,  patents,  patents  pending,  industrial  design  applications,  and  copyrights
                            (registered or not) used in the Business, including those set forth in Schedule A;

                  1.1.15.3 all trade secrets and confidential information of D2Fusion in relation to the Business;

                  1.1.15.4  all proprietary computer software and related manuals owned by or licensed to
                            D2Fusion in relation to the Business;

                  1.1.15.5 all know-how of the Business including:

                             1.1.15.5.1    all  information  of a scientific or technical  nature  whether in oral,
                                           written, graphic, machine readable, electronic or physical form; and

                             1.1.15.5.2    all patterns,  plans,  designs,  research data,  research  plans,  trade
                                           secrets and other proprietary know-how,  processes,  formulas, drawings,
                                           technology,  blue  prints,  flow  sheets,  equipment  and  parts  lists,
                                           instructions, manuals, records and procedures.

         1.1.16   "Hazardous Substance" means any hazardous waste, hazardous substance,  hazardous material,  toxic
                  substance,  dangerous  substance or dangerous good or contaminant as defined or identified in any
                  Environmental Law.

         1.1.17   "Inventory"  means all  inventories  of products  relating to the  Business,  all  supplies,  and
                  equipment relating thereto.

         1.1.18   "Lands"  means the lands  leased by  D2Fusion  in relation  to the  Business  including,  without
                  limitation, the lands on which the Facility is located.

         1.1.19 "Loss" means any and all loss,  liability,  damage,  cost or expense actually  suffered or incurred
                  by a party  resulting from the subject  matter of any claim,  including the costs and expenses of
                  any action, suit, proceeding,  demand,  assessment,  judgment,  settlement or compromise relating
                  thereto  (including  legal  fees  on a  solicitor's  and his own  client  basis),  net of any tax
                  savings arising as a result of expensing the same,  less the amount of any judgment  awarded as a
                  result of any counterclaim or set-off relating to that claim.

         1.1.20   "Material  Contracts"  means those  agreements  listed in  Schedule  3.1.16 and  Schedule  3.2.16
                  hereto.

         1.1.21   "Order" means any order,  judgment,  injunction,  decree,  award or writ of any court,  tribunal,
                  arbitrator,  Governmental  Authority,  or other person who is authorized to make legally  binding
                  determinations.

         1.1.22   "Permits" means all permits, licenses,  authorizations,  agreements or understandings relating to
                  the Business and issued by any Governmental  Authority,  or to which any  Governmental  Authority
                  is a party, including, without limitation, the Environmental Permits.

         1.1.23   "Personal  Property" means all of the equipment,  vehicles,  machinery,  furniture,  chattels and
                  other  tangible  personal  property  used in the  Business as at the Closing Date and any and all
                  operating manuals, warranty information or other documentation relating thereto.

         1.1.24   "Pollution"  means  any type of  environmental  damage or  contamination  which  contravenes  any
                  Environmental  Law,  including,  without  limiting the generality of the foregoing,  damage to or
                  contamination  by any substance,  waste, or goods  including,  without limiting the generality of
                  the foregoing, any Hazardous Substance.

         1.1.25   "Securities Act" means the United States Securities Act of 1933, as amended.

         1.1.26   "Commission" means the Securities and Exchange Commission.

         1.1.27   "Taxes" means all taxes and similar governmental charges, including:

                  1.1.27.1    state,   federal,   provincial,   municipal  and  local,  foreign  or  other  income,
                              franchise,   capital,  real  property,  personal  property,   withholding,   payroll,
                              employer  health,  transfer,  sales,  use, excise,  goods and services,  consumption,
                              countervail  and value added  taxes,  all other taxes of any kind  relating to Solar,
                              or the Business and imposed by any Governmental  Authority,  whether disputed or not;
                              and

                  1.1.27.2    assessments,  charges,  duties,  fees, imposts,  levies or other governmental charges
                              and interest, penalties or additions associated therewith.

         1.1.28   "Tax Returns"  means all reports,  returns and other  documents  filed or required to be filed by
                  D2Fusion  in  relation  to the  Business  in respect of Taxes or in respect of or pursuant to any
                  domestic or foreign federal, provincial, state, municipal, territorial or other taxing statute.

1.2      Gender and Number.  The terms  defined in the  singular  will have a  comparable  meaning when used in the
         plural and vice versa, and words importing gender include all genders.

1.3      Currency.  Unless  specified,  all  references  to currency  in this  Agreement  will mean  United  States
         dollars.

1.4      Exhibits.  The following exhibits are attached hereto and form part of this Agreement:

                  Exhibit           Description

                  A                 D2Fusion Tradenames/Trademarks, Copyright, and Patents

                  B                 D2Fusion Financials

                  C                 Enwin Financials

1.5      Schedules.  The following schedules are attached hereto and form part of this Agreement:

                  Schedule Description

                  3.1.16            D2Fusion Material Contracts

                  3.2.16            Enwin Material Contracts

1.6      Section  Headings.  The section and  subsection  headings  contained in this  Agreement  are for reference
         purposes only and will not in any way affect the meaning or interpretation of this Agreement.

                                                    ARTICLE II

                                                EXCHANGE OF SHARES

2.1      Exchange.  Upon and subject to the terms of this  Agreement,  Enwin hereby  agrees to issue,  exchange and
         deliver the Enwin Shares,  which will consist of thirty million  (30,000,000)  shares of common stock,  to
         Solar,  on the Closing  Date,  and Solar  hereby  agrees to  exchange,  assign,  transfer and set over the
         D2Fusion Shares,  which consist of one thousand  (1,000) common shares,  to Enwin on the Closing Date. The
         Enwin  Shares  will be issued to Solar  pursuant  to the  securities  transaction  exemptions  afforded by
         Section  4(2) of the  Securities  Act.  The shares will be  restricted  securities  bearing a  restrictive
         legend.

2.2 Share Valuation Price. The valuation of the D2Fusion Shares will be deemed equivalent to the valuation
of the Enwin Shares.

2.3 Tax Free. The exchange of D2Fusion Shares for the Enwin Shares will be deemed by the parties to be a
tax free exchange.

2.4 Resale Restrictions. The Enwin Shares issued and delivered to Solar will be subject to resale
restrictions imposed pursuant to the Securities Act and thus restricted for a period of at least twelve
(12) months from the date of issuance.

2.5 Closing Date. The Closing Date of the transaction contemplated hereby will take place on or before July
27, 2007, or as agreed by the parties in writing, at the offices of Enwin, at 11 a.m. Pacific Standard
Time.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1. Solar and D2Fusion. Solar and D2Fusion, jointly and severally, make the representations and warranties
set out hereto to Enwin, recognizing that Enwin is relying on such representations and warranties in
entering into the transactions contemplated by this Agreement. All due diligence searches,
investigations or inspections by Enwin, up to the Closing, are without prejudice to Enwin's right to
rely upon the representations and warranties of Solar and D2Fusion in entering into the transactions
contemplated by this Agreement.

3.1.1. Incorporation and Qualification. D2Fusion is duly incorporated, organized and validly
subsisting under the laws of the State of California. D2Fusion has all requisite corporate
power and authority to own, lease, and operate its respective properties. D2Fusion is duly
registered, licensed or qualified to carry on the Business in the jurisdictions in which the
nature of the business as now being conducted by it or the property owned or leased by it makes
such registration, licensing or qualification necessary.

3.1.2. Authority, Filings, Consents and Approvals. Solar and D2Fusion have the corporate power and
authority to enter into this Agreement and to perform the transactions contemplated by this
Agreement. This Agreement has been duly authorized, executed and delivered by Solar and
D2Fusion and constitutes a legal, valid and binding obligation of Solar and D2Fusion,
enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles. No other proceedings on the part
of Solar or D2Fusion are necessary to authorize the entering into of this Agreement and the
consummation of the transactions contemplated hereby. The execution, delivery and performance
of this Agreement and the agreements contemplated herein will not require Solar or D2Fusion, to
obtain any consent, waiver, authorization or approval of, or make any filing with or give
notice to, any person, except for such consents, waivers, authorizations or approvals which the
failure to obtain would not be reasonably likely to have a material adverse effect on the
Business.

3.1.3. Capitalization of D2Fusion. The authorized capital of D2Fusion consists of 10,000,000 shares
of no par value common stock, of which only the D2Fusion Shares are issued and outstanding.
The D2Fusion Shares are duly authorized, validly issued, fully paid and non-assessable and are
owned of record and beneficially by Solar, free and clear of any and all Encumbrances.

3.1.4. Corporate Records. All transactions of D2Fusion have been promptly and properly recorded or
filed in or with its respective books and records, and the minute books contain complete and
accurate records of the meetings and proceedings of shareholders and directors thereof.

3.1.5. D2Fusion's Officers and Directors. Officers: Russ George, president, secretary, treasurer
Directors: Russ George, Michael Chinn, Nelson Skalbania.

3.1.6. The D2Fusion Shares. Solar has good and valid title to the D2Fusion Shares, free and clear of
all Encumbrances. There are no outstanding options, warrants or rights to purchase or acquire,
or securities convertible into or exchangeable for or which carry an obligation to purchase or
otherwise acquire, any shares or securities in the capital of D2Fusion and there are no other
contracts, commitments, agreements, understandings, arrangements or restrictions which require
D2Fusion to issue, sell or deliver any of its respective shares or securities and there are no
restrictions on the transfer of the D2Fusion Shares.

3.1.7. Liabilities. Except as shown in its most recent audited financial statements (the "D2Fusion
Financials"), attached as Exhibit B hereto, D2Fusion has no material liabilities of any kind
whatsoever, contingent or non-contingent, other than those incurred in the ordinary course of
business, including, without limitation, commercial real estate leases, utilities, telephone,
and legal services.

3.1.8. Liabilities at Closing. Except as may otherwise be set forth in Section 3.1.7 above, the value
of all liabilities of D2Fusion, including any exposure under any guarantees, as at the Closing
will be zero.

3.1.9. Assets. D2Fusion has good and marketable, legal and beneficial title to all of the property
comprising its assets as shown on the D2Fusion Financials, free and clear of all Encumbrances.
Such assets constitute all of the property, rights and other assets used by D2Fusion, or which
are necessary or desirable to conduct D2Fusion's business as conducted prior to the date
hereof. Without limiting the generality of the foregoing, none of the personal property or the
fixed plant and equipment shown in the D2Fusion Financials is leased or otherwise used in
D2Fusion's business subject to any agreement with any third party.

3.1.10. Corporate Records and Financial Statements. All material transactions relating to the Business
have been promptly and properly recorded or filed in or with D2Fusion's books and records. The
D2Fusion Financials fairly and accurately represent the financial condition and position of the
Business as at such date. Solar will furnish to Enwin copies of the D2Fusion Financials,
including (a) the audited balance sheets of D2Fusion and the audited statements of income,
changes in shareholders' equity and statements of cash flow for the periods ended December 31,
2005 and December 31, 2006, together with the notes thereon and the report of its independent
certified public accountants, and (b) the three month interim statements for the period ended
March 31, 2007. The audited financial statements and interim statements (i) have been prepared
in conformity with United States generally accepted accounting principles applied on a
consistent basis from year to year (except as noted otherwise therein), and (ii) assuming
D2Fusion will continue as a going concern, are true and correct and present fairly in all
material respects the financial condition of D2Fusion and the results of operations and changes
in cash flow of D2Fusion for the periods to which each relates.

3.1.11. Environmental Compliance. Except in compliance with Environmental Laws, D2Fusion has not
caused or permitted, and D2Fusion and Solar have no knowledge of, any material release or
disposal by any person of any Hazardous Substance on or from any premises formerly or presently
used in the Business. All Hazardous Substances generated, handled, stored, treated, processed,
transported or disposed of in the course of the Business have been generated, handled, stored,
treated, processed, transported or disposed of in all material respects, in compliance with
applicable Environmental Laws and the Environmental Permits.

3.1.12. Intellectual Property Rights. Exhibit A sets forth a true and complete list of all patents and
trademarks ("Intellectual Property Rights"), registered or unregistered, owned by or licensed
to D2Fusion and used in the Business. The Intellectual Property Rights, and D2Fusion's trade
secrets and know how, constitute all of the intellectual property necessary to process, market
and sell the products of the Business in the manner presently conducted by D2Fusion. D2Fusion
does not use any trademarks or patents other than those listed in Exhibit A, nor does it use
any other intellectual property of any third party that it is not licensed or otherwise
entitled to use. All registrations with respect to Intellectual Property are valid, current
and in good standing.

3.1.13. Payment of Taxes. D2Fusion has paid all Taxes due and payable in relation to the Business and
has paid all assessments that D2Fusion has received in respect of Taxes.

3.1.14. Reassessments. No reassessments of Taxes have been issued against D2Fusion in relation to the
Business nor is D2Fusion aware of any pending or threatened assessment or reassessment for
Taxes. D2Fusion has not executed or filed with any Governmental Authority any agreement
extending the period for assessment, reassessment or collection of any Taxes.

3.1.15. Withholdings. D2Fusion has withheld from each payment made to any of the employees of the
Business or former employees, officers and directors, and to all other persons, all amounts
required by law and will continue to do so until the Closing and has remitted or will remit,
such withheld amounts within the prescribed periods to the appropriate Governmental Authority.
D2Fusion has charged and collected and have remitted or will remit on a timely basis all Taxes
as required by Applicable Law on any sale, supply or delivery whatsoever, made in relation to
the Business.

3.1.16. Contracts. D2Fusion is not a party to, or bound by, any material contract, agreement or
commitment of any kind in relation to the Business other than this Agreement and the Material
Contracts. The Material Contracts are in full force and effect. There is not any pending or
threatened cancellation, existing default, or event under any of the Material Contracts which,
after notice or lapse of time, or both, would constitute a default under any of the Material
Contracts and all of the Material Contracts are terminable on reasonable notice as required by
Applicable Law if termination of any of the Material Contracts is not expressly provided for in
any of the Material Contracts, or sixty (60) days' notice or less if termination of any of the
Material Contracts is expressly provided for in any of the Material Contracts.

3.1.17. Employees. Complete and accurate particulars of the Employees pertaining to the date of hire
of such employees and their annual remuneration and the names of those on long term disability,
workers' compensation or leave of absence (if any) will be provided to Solar upon request.
D2Fusion does not have any written employment agreements relating to any of the Employees,
except that Employment Agreement with Russ George.

3.1.18. Collective/Employment Agreements. None of the Employees is employed under a contract which
cannot be terminated by D2Fusion, with or without notice, including those employees who are
employed on indefinite hire requiring reasonable notice of termination by Applicable Law.
D2Fusion is not a party, either directly or by operation of law, to any collective agreement.
No trade union, council of trade unions, employee bargaining agency or affiliated bargaining
agent holds bargaining rights with respect to any of the employees of the Business by way of
certification, interim certification, voluntary recognition, or successor rights. There are no
threatened or pending union organizing activities involving the Employees and there are no
threatened labor disputes or work stoppages relating to, or connected with, the Business.

3.1.19. Occupational Health and Safety. There are no outstanding inspection orders or charges or any
other Orders made against D2Fusion or the Business. D2Fusion is in compliance with all
occupational health and safety rules and regulations in all material respects in relation to
the Business and there are no outstanding violations of such rules and regulations.

3.1.20. Insurance. All insurance policies relating to the Business are in full force and effect and
D2Fusion is not in default with respect to any of the provisions contained in any such
insurance policy. D2Fusion is not aware of any events or occurrences that could reasonably
form the basis for a claim under D2Fusion's policies of insurance.

3.1.21. Permits. D2Fusion will own, possesses and will be in compliance with, all Permits required by
any Governmental Authority and necessary to conduct the Business.

3.1.22. Absence of Legal Conflicts. The execution and delivery of this Agreement by Solar and D2Fusion
does not, and the performance of this Agreement by such parties and the completion by them of
the transactions contemplated by this Agreement will not:

3.1.22.1. conflict with or violate the constating documents of D2Fusion or Solar, or any
resolution of the director of D2Fusion or the directors of Solar;

3.1.22.2. conflict with or violate any Applicable Law; or

3.1.22.3. result in any breach of or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the creation
of an Encumbrance on any of Assets pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Solar or D2Fusion is a party in relation to the Business or by
which the Business or the Assets is bound or affected, which, in any such case,
would prohibit or delay such Parties' ability to perform their respective
obligations under this Agreement.

3.1.23 Reporting Status. Solar is subject to the reporting requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended and is current in all required filings with the
Commission as of the Closing Date of this Agreement. Solar's reports filed with the Commission
can be viewed at www.sec.gov.

3.1.24. Litigation. There are no claims, actions, proceedings, suits, investigations or reviews
pending or threatened against Solar or D2Fusion or otherwise in relation to the Business or the
Assets or the D2Fusion Shares, before or by any Governmental Authority, except for an ongoing
Commission review of the adequacy of Solar's disclosure under the Securities Exchange Act of
1934, as amended.

3.1.25. Conduct of Business - Changes. Since March 31, 2007:

3.1.25.1. D2Fusion has conducted the Business in the ordinary course, using reasonable efforts
to preserve the Business;

3.1.25.2 There has not been any material adverse change in the Assets, affairs or financial
condition of the Business;

3.1.25.3 D2Fusion has not:

3.1.25.3.1. increased the compensation paid or payable to any of the Employees or
increased the benefits to which the Employees are entitled or provided
any new benefits for any such employees; or

3.1.25.3.2. modified, amended or terminated any contract to which it is or was a
party in relation to the Business, except in the ordinary course of
business with a view to the best interests of the Business.

3.1.26. Copies of Documents etc. True and complete copies of the documents and agreements listed in
the Exhibits hereto which are in writing has been made available to Solar and its counsel for
review.

3.1.27 Investment Intent. Solar is acquiring the Enwin Shares for investment purposes only and not with a view
of immediate resale or distribution and will not resell or otherwise transfer or dispose of the
Enwin Shares except in accordance with the provisions of all Applicable Laws.

3.1.28 Due Diligence Investigation. Solar is aware that Enwin is a development stage company with
operating losses. Enwin has made available all of its books and records for Solar's
inspection, and Solar has had the opportunity and has conducted a due diligence investigation
of Enwin. Solar is relying upon its due diligence investigation in making and entering this
transaction, and is relying upon Enwin's representations and warranties only to the extent that
such reliance is reasonable in light of its own due diligence investigation.

3.2. Enwin. Enwin makes the representations and warranties set out hereto to Solar and D2Fusion, recognizing
that Solar and D2Fusion are relying on such representations and warranties in entering into the
transactions contemplated by this Agreement. All due diligence searches, investigations or inspections
by Enwin and D2Fusion, up to the Closing, are without prejudice to Solar's and D2Fusion's right to rely
upon the representations and warranties of Enwin in entering into the transactions contemplated by this
Agreement.

3.2.1. Incorporation and Qualification. Enwin is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada and is duly qualified as a foreign
corporation in all jurisdictions in which the failure to so qualify would have a material
adverse effect on Enwin.

3.2.2. Authority, Filings, Consents and Approvals. Enwin has the corporate power and authority to
enter into this Agreement and to perform the transactions contemplated by this Agreement
subject to shareholder approval and the filing of pertinent disclosure filings with the
Commission. This Agreement has been duly authorized, executed and delivered by Enwin and,
subject to shareholder approval, constitutes a legal, valid and binding obligation of Enwin,
enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles. No other proceedings on the part
of Enwin are necessary to authorize the entering into of this Agreement and the consummation of
the transactions contemplated hereby. The execution, delivery and performance of this Agreement
and the agreements contemplated herein will not require Enwin to obtain any consent, waiver,
authorization or approval of, or make any filing with or give notice to, any person, except for
any such consents, waivers, authorizations or approvals which relate to shareholder approval
and disclosure filings with the Commission.

3.2.3 Capitalization of Enwin. The authorized capital of Enwin consists of one billion
(1,000,000,000) common shares par value $0.001, of which forty two million five hundred thousand
(42,500,000) common shares are issued and outstanding (the "Outstanding Shares") of which
thirty million (30,000,000) will be cancelled on or before the Closing Date. The Outstanding
Shares are duly authorized, validly issued, fully paid and non-assessable.

3.2.4 The Enwin Shares. Enwin has not granted any other rights nor incurred any other commitments to
purchase, acquire, convert or exchange any other securities for common shares of Enwin and
there are no other contracts, commitments, agreements, understandings, arrangements or
restrictions that require Enwin to issue, sell or deliver any of its stock or other securities.
Enwin has sufficient authorized, unissued shares of its common stock to consummate the
transactions contemplated herein, and such stock bears no restriction on issuance that would
prohibit issuance to Solar as contemplated herein.

3.2.5 Corporate Records. All transactions of Enwin have been promptly and properly recorded or filed
in or with its respective books and records, and the minute books contain complete and accurate
records of the meetings and proceedings of stockholders and directors thereof.

3.2.6 Enwin Directors and Officers. Nora Coccaro is the sole director and officer of Enwin.

         3.2.7    Liabilities.  Except as shown in its most recent publicly released audited  financial  statements
                  (the "Enwin  Financials"),  attached as Exhibit C hereto,  Enwin has no material  liabilities  of
                  any kind  whatsoever,  contingent or  non-contingent,  other than those  incurred in the ordinary
                  course of business,  including,  without  limitation,  commercial real estate leases,  utilities,
                  telephone, and legal services.

         3.2.8    Liabilities  at Closing.  Except as may otherwise be set forth in Section 3.2.7 above,  the value
                  of all  liabilities  of Enwin,  including any exposure  under any  guarantees,  as at the Closing
                  Date, will be zero.

         3.2.9    Assets.  Enwin  has  good and  marketable,  legal  and  beneficial  title to all of the  property
                  comprising  its  assets as shown on the  Enwin  Financials,  free and clear of all  Encumbrances.
                  Such assets  constitute all of the property,  rights and other assets used by Enwin, or which are
                  necessary  or  desirable  to conduct  Enwin's  business as  conducted  prior to the date  hereof.
                  Without  limiting the  generality of the  foregoing,  none of the personal  property or the fixed
                  plant  and  equipment  shown in the Enwin  Financials  is leased  or  otherwise  used in  Enwin's
                  business subject to any agreement with any third party.

         3.2.10   Available  Funds.  As of the Closing Date Enwin will have a minimum of two million  U.S.  dollars
                  ($2,000,000)  in working capital  available for the  furtherance of D2Fusion's  twelve (12) month
                  budget  and  business  plan  minus any  amounts  already  spent by Enwin on the  Business  either
                  directly or indirectly in the form of loans to D2Fusion.

         3.2.11   Corporate  Records  and  Financial  Statements.  All  material  transactions  relating to Enwin's
                  business  have  been  promptly  and  properly  recorded  or filed in or with  Enwin's  books  and
                  records.  The minute books of Enwin  contain  complete  and accurate  records of the meetings and
                  proceedings  of  stockholders  and directors  thereof.  Enwin will furnish to Solar copies of the
                  Enwin  Financials,  including the (a) audited balance sheets of Enwin and the audited  statements
                  of income,  changes in  shareholders'  equity and  statements  of cash flow for the periods ended
                  August 31,  2006 and 2005,  together  with the notes  thereon  and the report of its  independent
                  certified  public  accountants,  and (b) the six month  interim  statements  for the period ended
                  February  28,  2007.  The  audited  financial  statements  (i) have been or will be  prepared  in
                  conformity with United States generally  accepted  accounting  principles applied on a consistent
                  basis  from year to year  (except  as noted  otherwise  therein),  and (ii)  assuming  Enwin will
                  continue as a going  concern,  are true and correct and present  fairly in all material  respects
                  the  financial  condition  of Enwin and the  results of  operations  and  changes in cash flow of
                  Enwin for the periods to which each relates.
         .
         3.2.12   Environmental  Compliance.  Except in  compliance  with  Environmental  Laws, to the knowledge of
                  Enwin and its directors,  Enwin has not caused or permitted,  and Enwin and its directors have no
                  knowledge  of, any material  release or disposal by any person of any  Hazardous  Substance on or
                  from any premises  formerly or  presently  used in Enwin's  business.  All  Hazardous  Substances
                  generated,  handled,  stored,  treated,  processed,  transported  or disposed of in the course of
                  Enwin's  business have been  generated,  handled,  stored,  treated,  processed,  transported  or
                  disposed of in all material respects, in compliance with applicable Environmental Laws.

         3.2.13   Payment of Taxes.  Enwin has paid all Taxes due and payable in relation to Enwin's  business  and
                  has paid all assessments that Enwin has received in respect of Taxes.

3.2.14 Reassessments. No reassessments of Taxes have been issued against Enwin in relation to Enwin's
Business nor is Enwin aware of any pending or threatened assessment or reassessment for Taxes.
Enwin has not executed or filed with any Governmental Authority any agreement extending the
period for assessment, reassessment or collection of any Taxes.

3.2.15 Withholdings. Enwin has withheld from each payment made to any of its current or former
employees, officers and directors, and to all other persons, all amounts required by law and
will continue to do so until the Closing Date. Enwin has remitted or will remit, such withheld
amounts within the prescribed periods to the appropriate Governmental Authority. Enwin has
charged and collected and has remitted or will remit on a timely basis all Taxes as required by
Applicable Law on any sale, supply or delivery whatsoever, made in relation to Enwin's business.

3.2.16 Contracts. Enwin is not a party to, or bound by, any material contract, agreement or
commitment of any kind in relation to the Business other than this Agreement and the Material
Contracts. The Material Contracts are in full force and effect. There is not any pending or
threatened cancellation, existing default, or event under any of the Material Contracts which,
after notice or lapse of time, or both, would constitute a default under any of the Material
Contracts and all of the Material Contracts are terminable on reasonable notice as required by
Applicable Law if termination of any of the Material Contracts is not expressly provided for in
any of the Material Contracts, or sixty (60) days' notice or less if termination of any of the
Material Contracts is expressly provided for in any of the Material Contracts.

3.2.17 Employees. Complete and accurate particulars of Enwin's employees pertaining to the date of
hire of such employees and their annual remuneration and the names of those on long term
disability, workers' compensation or leave of absence (if any) will be provided to Solar upon
request. Enwin does not have any written employment agreements relating to any of its employees.

3.2.18 Collective/Employment Agreements. None of Enwin's employees is employed under a contract that
cannot be terminated by Enwin, with or without notice, including those employees who are
employed on indefinite hire requiring reasonable notice of termination by Applicable Law.
Enwin is not a party, either directly or by operation of law, to any collective bargaining
agreement. No trade union, council of trade unions, employee bargaining agency or affiliated
bargaining agent holds bargaining rights with respect to any of Enwin's employees by way of
certification, interim certification, voluntary recognition, or successor rights. There are no
threatened or pending union organizing activities involving Enwin's employees and there are no
threatened labor disputes or work stoppages relating to, or connected with, Enwin's business.

3.2.19 Occupational Health and Safety. There are no outstanding inspection orders or charges or any
other Orders made against Enwin or its business. Enwin is in compliance with all occupational
health and safety rules and regulations in all material respects in relation to its business
and there are no outstanding violations of such rules and regulations.

3.2.20 Insurance. Enwin carries no insurance related to its business or assets.

3.2.21 Permits. Enwin is in possession of and is in compliance with all Permits required by any
Governmental Authority that are necessary to conduct Enwin's business.

         3.2.22   Absence of Legal  Conflict.  The execution and delivery of this  Agreement by Enwin does not, and
                  the  performance  of this  Agreement  by Enwin  and the  consummation  by it of the  transactions
                  contemplated by this Agreement will not:

                  3.2.22.1  conflict with or violate the constating documents of Enwin;

                  3.2.22.2  conflict with or violate any Applicable Law; or

                  3.2.22.3  result in any breach of or  constitute  a default  (or an event  which  with  notice or
                            lapse of time or both would  become a default)  under,  or give to others any rights of
                            termination,  amendment,  acceleration or cancellation  of, any note,  bond,  mortgage,
                            indenture,  contract,  agreement, lease, license, permit, franchise or other instrument
                            or obligation  to which Enwin is a party or by which Enwin or any of its  properties is
                            bound or affected,  which,  in any such case,  would prohibit or delay Enwin's  ability
                            to perform its obligations under this Agreement.

         3.2.23   Reporting  Status.  Enwin is  subject  to the  reporting  requirements  of Section 13 or 15(d) of
                  the Securities  Exchange Act of 1934, as amended and is current in all required  filings with the
                  Commission as of the Closing Date of this  Agreement.  Enwin's  reports filed with the Commission
                  can be viewed at www.sec.gov.

         3.2.24   Litigation.  There  are  no  claims,  actions,  proceedings,  suits,  investigations  or  reviews
                  pending or, to the  knowledge  of Enwin's  director,  threatened  against  Enwin or  otherwise in
                  relation  to Enwin  or its  assets  or the  Outstanding  Shares,  before  or by any  Governmental
                  Authority or court.

         3.2.25   Conduct of Business - Changes.  Since February 28, 2007:

                  3.2.25.1   Enwin has conducted its business in the ordinary course,  using reasonable  efforts to
                             preserve such business;

                  3.2.25.2   there  has not  been any  material  adverse  change  in  Enwin's  assets,  affairs  or
                             financial condition of Enwin's business;

                  3.2.25.3   Enwin has not:

                             3.2.25.3.1   increased  the  compensation  paid or payable to any of its  employees or
                                          increased  the benefits to which its  employees  are entitled or provided
                                          any new benefits for any such employees; or

                             3.2.25.3.2   modified,  amended or  terminated  any  contract  to which it is or was a
                                          party in relation to Enwin's  business,  except in the ordinary course of
                                          business with a view to the best interests of Enwin's business.

         3.2.26   Copies of Documents  etc.  True and complete  copies of the documents  and  agreements  listed in
                  the Exhibits and Schedules hereto have been made available to Solar and its counsel for review.

3.2.27 Investment Intent. Enwin is acquiring the D2Fusion Shares for investment purposes only and not
with a view to or for resale or distribution and will not resell or otherwise transfer or
dispose of the D2Fusion Shares except in accordance with the provisions of all Applicable Laws.

3.2.28 Due Diligence Investigation. Enwin is aware that D2Fusion is an early stage start-up company
with little operating history that has been funded entirely by loans from Solar. Solar and
D2Fusion have made available all of its books and records for Enwin's inspection, and Enwin has
had the opportunity and has conducted a due diligence investigation of D2Fusion and Solar.
Enwin is relying upon its due diligence investigation in making and entering this transaction,
and is relying upon D2Fusion and Solar's representations and warranties only to the extent that
such reliance is reasonable in light of its own due diligence investigation.

ARTICLE IV

CLOSING

4.1. Solar's and D2Fusion's Deliveries at Closing. At the Closing or as soon as practicable thereafter,
Solar and D2Fusion will deliver to Enwin the following:

4.1.1. Share certificates representing the D2Fusion Shares, duly endorsed for transfer to
Enwin, to be delivered to Enwin at Closing;

4.1.2. A certified copy of the resolution of the board of directors of Solar authorizing the execution
and delivery of this Agreement and all documents to be executed and delivered by Solar at
Closing.

4.1.3. Any consents required to transfer the D2Fusion Shares to Enwin;

4.1.4. All discharges and notices of discharge, estoppel letters, pay-out letters or similar
discharging documentation, in registrable form if required, which are necessary or desirable to
effect or evince the discharge of any Encumbrances, all of which are satisfactory in form and
content to Enwin, acting reasonably;

4.1.5. A certificate jointly signed by an officer of Solar and officer of D2Fusion, certifying that at
and as of the Closing Date, the representations and warranties contained in this Agreement are
true and correct as if made at the Closing Date and that all covenants, agreements and
conditions required by this Agreement to be performed or complied with by D2Fusion or Solar
prior to or at the Closing Date have been performed and complied with; and

4.1.6. Such other documents, certificates, instruments and agreements as are required or contemplated
to be delivered by D2Fusion or Solar pursuant to this Agreement.

4.2 Enwin's Deliveries at Closing. At the Closing, Enwin will deliver to Solar and D2Fusion as applicable:

4.2.1. A share certificate representing the Enwin Shares, to be delivered to Solar at
Closing;

4.2.2. A certified copy of resolutions of the board of directors of Enwin authorizing:

4.2.2.1. the purchase of the D2Fusion Shares by Enwin;

4.2.2.2. the execution and delivery of this Agreement and all documents to be executed and
delivered by Enwin at Closing;

4.2.2.3. the appointment by Solar, at its option, to nominate up to 2 of the 3 proposed
directors of Enwin.

4.2.3. A certificate of an officer of Enwin, dated as of the Closing Date, certifying on behalf of
Enwin that at and as of the Closing Date the representations and warranties of Enwin contained in
this Agreement are true and correct as if made at the Closing Date and that all covenants,
agreements and conditions required by this Agreement to be performed or complied with by Enwin
prior to or at the Closing Date have been performed and complied with, except as otherwise
specifically disclosed to Solar by notice in writing; and

4.2.4. Such other documents, certificates, instruments and agreements as are required or contemplated to
be delivered by Enwin pursuant to this Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO CLOSING

5.1. Conditions Precedent to Obligations of Enwin. The obligations of Enwin under this Agreement to
consummate the Closing contemplated hereby will be subject to the satisfaction on or before the Closing
Date, of the following conditions, provided, however, that Enwin may waive the pre-Closing performance
of the following conditions (as conclusively established by Closing) without waiving its right to
require the post-Closing performance of the following conditions (unless expressly waived in a signed
writing):

5.1.1. Representations and Warranties True. The representations and warranties of Solar and D2Fusion
will be in all material respects true and accurate as of the date when made, and, except as to
representations and warranties which are expressly limited to a state of facts existing at a
time prior to the Closing, will be in all material respects true and accurate at and as of the
Closing Date.

5.1.2. Performance of Covenants. Solar and D2Fusion will have performed and complied in all material
respects with each and every covenant, agreement and condition required by this Agreement to be
performed or complied with by it prior to or as of the Closing Date.

5.1.3. No Governmental or Other Proceeding or Litigation. No order of any court or administrative
agency will be in effect which restrains or prohibits any transaction contemplated hereby; and
no suit, action, other than the exercise of dissenters' rights, investigation, inquiry or
proceeding by any governmental body or other person or entity will be pending or threatened
against D2Fusion which challenges the validity or legality, or seeks to restrain the
consummation, of the transactions contemplated hereby.

5.1.4. Business Plan. Solar and D2Fusion will have provided to Enwin a twelve (12) month budget and
business plan satisfactory to Enwin.

5.1.5. Closing Documentation. Enwin will have received the documents identified in Section 4.1 and
such additional documentation at the Closing Date as Enwin and its counsel may reasonably
require to evidence compliance by Solar and D2Fusion with all of their obligations under this
Agreement.

5.2 Conditions Precedent to Obligations of Solar and D2Fusion. The obligations of Solar and D2Fusion under
this Agreement to consummate the Closing contemplated hereby will be subject to the satisfaction, or to
the waiver by Solar and D2Fusion on or before the Closing Date of the following conditions, provided,
however, that Solar and D2Fusion may waive the pre-Closing performance of the following conditions (as
conclusively established by Closing) without waiving their right to require the post-Closing performance
of the following conditions (unless expressly waived in a signed writing):

5.2.1. Representations and Warranties True. The representations and warranties of Enwin will be in all
material respects true and accurate as of the date when made, and, except as to representations
and warranties which are expressly limited to a state of facts existing at a time prior to the
Closing, will be in all material respects true and accurate at and as of the Closing Date.

5.2.2. Performance of Covenants. Enwin will have performed and complied in all material respects
with each and every covenant, agreement and condition required by this Agreement to be
performed or complied with by it prior to or as of the Closing Date, including but not limited
to, the condition that as of the Closing Date Enwin will have a minimum of two million U.S.
dollars ($2,000,000) in working capital available for the implementation of D2Fusion's twelve
(12) month budget and business plan minus any amounts already spent by Enwin on the Business
either directly or indirectly in the form of loans to D2Fusion.
.
5.2.3. No Governmental or Other Proceeding or Litigation. No order of any court or administrative
agency will be in effect which restrains or prohibits any transaction contemplated hereby; and
no suit, action, other than the exercise of dissenters' rights, investigation, inquiry or
proceeding by any governmental body or other person or entity will be pending or threatened
against Enwin which challenges the validity or legality, or seeks to restrain the consummation,
of the transactions contemplated hereby.

5.2.4. Share Cancellation. Enwin will have cancelled and returned to authorized share capital thirty
million (30,000,000) common shares of those Outstanding Shares described in this Agreement.

5.2.5. Closing Documentation. Solar and D2Fusion will have received the documents identified in
Section 4.2 and such additional documentation at the Closing as Solar and D2Fusion and their
respective counsel may reasonably require to evidence compliance by Enwin with all of its
obligations under this Agreement.

                                                    ARTICLE VI

                                                  INDEMNIFICATION

6.1      Indemnity of Solar.  Enwin agrees to defend,  indemnify and hold harmless  Solar from and against,  and to
reimburse  Solar with respect to, all  liabilities,  losses,  costs and expenses,  including,  without  limitation,
reasonable  attorneys' fees and disbursements  ("Solar's Losses"),  asserted against or incurred by Solar by reason
of, arising out of, or in connection with any material breach of any  representation or warranty  contained in this
Agreement  made by Enwin or in any document or  certificate  delivered by Enwin  pursuant to the provisions of this
Agreement or in connection with the transactions  contemplated  thereby.  Notwithstanding the foregoing  provisions
of this  Section  6.1,  no claim for  indemnification  will be made by Solar  against  Enwin  unless  and until the
aggregate Solar Losses will exceed $25,000.

6.2      Indemnity  of Enwin.  Solar and  D2Fusion,  jointly and  severally,  agree to defend,  indemnify  and hold
harmless  Enwin from and  against,  and to  reimburse  Enwin with respect to, all  liabilities,  losses,  costs and
expenses,  including,  without limitation,  reasonable attorneys' fees and disbursements ("Enwin Losses"), asserted
against or  incurred  by Enwin by reason of,  arising  out of, or in  connection  with any  material  breach of any
representation  or warranty  contained  in this  Agreement  and made by Solar and  D2Fusion  or in any  document or
certificate  delivered by Solar and D2Fusion  pursuant to the  provisions of this  Agreement or in connection  with
the transactions  contemplated thereby;  provided,  however, that Solar will only be required to defend,  indemnify
and hold  harmless  Enwin for the  representations  and  warranties  made by Solar.  Notwithstanding  the foregoing
provisions  of this  Section 6.2, no claim for  indemnification  will be made by Enwin  against  Solar and D2Fusion
unless and until the aggregate Enwin Losses will exceed $25,000.

6.3      Indemnification  Procedure.  A party (an  "Indemnified  Party") seeking  indemnification  will give prompt
notice to the other party (the "Indemnifying  Party") of any claim for  indemnification  arising under this Article
VI.  The  Indemnifying  Party  will have the right to assume  and to  control  the  defense  of any such claim with
counsel  reasonably  acceptable  to such  Indemnified  Party,  at the  Indemnifying  Party's own cost and  expense,
including the cost and expense of reasonable  attorneys'  fees and  disbursements  in connection with such defense,
in which event the Indemnifying  Party will not be obligated to pay the fees and  disbursements of separate counsel
for such in such action.  In the event,  however,  that such Indemnified  Party's legal counsel will determine that
defenses may be available to such  Indemnified  Party that are different from or in addition to those  available to
the  Indemnifying  Party,  in that there  could  reasonably  be  expected  to be a  conflict  of  interest  if such
Indemnifying  Party and the  Indemnified  Party have common counsel in any such  proceeding,  or if the Indemnified
Party has not assumed the defense of the action or proceedings,  then such  Indemnifying  Party may employ separate
counsel to represent or defend such  Indemnified  Party,  and the  Indemnifying  Party will pay the reasonable fees
and  disbursements of counsel for such Indemnified  Party. No settlement of any such claim or payment in connection
with any such  settlement will be made without the prior written  consent of the  Indemnifying  Party which consent
will not be unreasonably withheld.

                                                    ARTICLE VII

                                    SURVIVAL OF REPRESENTATIONS AND WARRANTIES

7.       All representations and warranties of the parties contained in this Agreement and in all ancillary
agreements, instruments and certificates delivered on the Closing Date will not merge on, and will survive the
Closing Date, the acquisition of D2Fusion, the payment of the Enwin Shares, and any reorganization, amalgamation,
sale or transfer of D2Fusion or Enwin and will continue in full force and effect thereafter for a period of 2
years after the Closing Date.

MISCELLANEOUS

8.1. Amendment and Modification; Waiver. This Agreement may only be amended or modified in writing, signed by
all of the parties hereto. No waiver in writing of any provision of this Agreement will constitute a waiver of
any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless
otherwise expressly provided.

8.2. Further Assurances. The parties will execute and deliver such further documents and do such further and
other things as may be necessary to carry out and give effect to the intent of this Agreement and the
transactions contemplated hereby.

8.3. Expenses. Except as otherwise expressly provided in this Agreement and whether or not the transactions
contemplated by this Agreement are completed, the parties will bear their own respective expenses (including, but
not limited to, all compensation and expenses of counsel, consultants, actuaries and independent accountants)
incurred in connection with this Agreement and the transactions contemplated hereby.

8.4. Public Disclosure. The parties agree that, except as may be required to comply with the requirements of
Applicable Laws, the parties will keep the terms of this Agreement, and the agreements entered into in relation
hereto, confidential. In this regard, Enwin, D2Fusion and Solar acknowledge that Enwin and Solar are publicly
traded companies and that Enwin and Solar may decide, in their sole discretion, when and how to comply with
applicable reporting requirements emerging from their publicly traded status.

8.5. Assignment. No party to this Agreement may assign any of its rights or obligations under this Agreement
without the prior written consent of the other parties hereto, such consent not to be unreasonably withheld.

8.6. Parties in Interest. This Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective successors, heirs or other personal legal representatives and permitted assigns. Except as
expressly provided in this Agreement, nothing in this Agreement is intended to confer upon any person other than
Enwin, D2Fusion and Solar or their respective successors, heirs or other personal legal representatives or
permitted assigns, any rights or remedies under or by reason of this Agreement.

8.7. Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, each
of which will be deemed to be an original by the parties executing such counterpart, but all of which will be
considered one and the same instrument. A signed facsimile or telecopied copy of this Agreement will be
effectual and valid proof of execution and delivery.

8.8. Performance on Holidays. If any action is required to be taken pursuant to this Agreement on or by a
specified date which is not a Business Day, then such action will be valid if taken on or by the next succeeding
Business Day.

8.9 Notice. All communications, notices, requests, consents or demands given or required under this
Agreement will be in writing and will be deemed to have been duly given when delivered to, or received by prepaid
registered or certified mail or recognized overnight courier addressed to, or upon receipt of a facsimile sent
to, the party for whom intended, as follows, or to such other address or facsimile number as may be furnished by
such party by notice in the manner provided herein:

     If to Enwin:

         Enwin Resources, Inc.

         2610-1066 West Hastings Street

         Vancouver, British Columbia, Canada V6E 3X2

         Attention: Nora Coccaro, Chief Executive Officer

         Phone Number: (604) 602-1717

         Fax Number: (604) 687-6755

     With a copy to:



         ________________________

         ________________________

         ________________________

         Attention:________________

         Phone Number: ___________

         Fax Number: _____________

     If to D2Fusion:

         D2Fusion, Inc.

         1181 Chess Drive Suite H

         Foster City, CA  94404

         Attention: Russ George, President

         Phone Number:  (650) 638-1975

         Fax Number:  (650) 475-3949

     With a copy to:

         John J. Camozzi, Esq.
         Dillingham and Murphy LLP
         225 Bush Street, Floor 6
         San Francisco, CA  94104
         Phone Number:  (415) 397-2700
         Fax Number: (415) 397-3300

     If to Solar:

         Solar Energy Limited

         145-925 West Georgia Street

         Vancouver, British Columbia, Canada V6C 3L2

         Attention: Andrew Wallace, Chief Executive Officer

         Phone Number:  (604) 669-4771

         Fax Number:  (604) 669-4731

With a copy to:

Orsa and Company

600 Westwood Terrace

Austin, TX

Attention: Ruairidh Campbell

Phone Number: (512) 462-3327

Fax Number: (512) 462-3328

8.10 Name Change. Subject to shareholder and regulatory approval, Enwin will change its name to "D2Fusion
Corp." as soon as is practicable subsequent to the execution of this Agreement.

8.11. Governing Law. This Agreement will be construed and enforced in accordance with and governed by the laws
of the State of Nevada, without reference to principles of conflicts of law. Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any part of the State of Nevada in connection with
any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the bringing of such proceeding in such
jurisdictions. Each party hereby agrees that if another party to this Agreement obtains a judgment against it in
such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of
any country having jurisdiction over the party against whom such judgment was obtained, and each party hereby
waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party
to this Agreement irrevocably consents to the service of process in any such proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to such party at its address set forth herein. Nothing
herein will affect the right of any party to serve process in any other manner permitted by law.

8.12. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, this Agreement will be interpreted and enforceable as if such provision were severed or
limited, but only to the extent necessary to render such provision and this Agreement enforceable.

8.13. Entire Agreement. This Agreement, the Exhibits and any instruments and agreements to be executed
pursuant to this Agreement, sets forth the entire understanding of the parties hereto with respect to its subject
matter, merges and supersedes all prior and contemporaneous understandings with respect to its subject matter and
may not be waived or modified, in whole or in part, except by a writing signed by each of the parties hereto. No
waiver of any provision of this Agreement in any instance will be deemed to be a waiver of the same or any other
provision in any other instance. Failure of any party to enforce any provision of this Agreement will not be
construed as a waiver of its rights under such provision.

IN WITNESS WHEREOF each of the parties hereto has executed this Agreement as of the date first set forth above.

Solar Energy Limited

/s/ Andrew Wallace

By: Andrew Wallace

Chief Executive Officer

         /s/ Russ George

         By: Russ George

         President

     Enwin Resources, Inc.


         /s/ Nora Coccaro

         By: Nora Coccaro

         Chief Executive Officer

EXHIBIT A

D2FUSION’S TRADENAMES/TRADEMARKS, COPYRIGHT, AND PATENTS

To Be Provided Prior to Closing

EXHIBIT B

D2FUSION FINANCIALS

To Be Provided Prior to Closing

EXHIBIT C

ENWIN FINANCIALS

To Be Provided Prior To Closing

SCHEDULE 3.1.16

D2FUSION’S MATERIAL CONTRACTS

To Be Provided Prior to Closing

SCHEDULE 3.2.16

ENWIN’S MATERIAL CONTRACTS

To Be Provided Prior To Closing

ENWIN RESOURCES INC 8-K