Share Exchange Agreement

SHARE EXCHANGE AGREEMENT


Dated as of June 23, 2003

by and among


Guru Denim Inc.

(a California corporation)


Jeffrey Lubell

(a California resident)

and

Gusana Explorations Inc.

(a Nevada corporation)

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT ("Agreement") dated as of June 23, 2003 is entered into by and among GURU DENIM INC. , a California corporation ("Guru") and its majority stockholder JEFFREY LUBELL (the "Stockholder"), a California resident, on the one hand, and GUSANA EXPLORATIONS INC. ("Gusana"), a Nevada corporation, on the other.

R E C I T A L S

WHEREAS, the Stockholder owns 800 shares of the capital stock of Guru (the "Guru Shares"), representing eighty percent (80%) of the issued and outstanding shares of Guru;

WHEREAS, the Boards of Directors of Guru and Gusana have approved the acquisition of Guru by Gusana pursuant to this Agreement (the "Acquisition") and all of the ancillary transactions contemplated hereby upon the terms and subject to the conditions set forth herein; and

WHEREAS, it is intended that Guru, Gusana and the Stockholder will recognize no gain or loss for federal income tax purposes under the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder as a result of the consummation of the Acquisition.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1
INTERPRETATION AND DEFINITIONS Definitions.

For all purposes of this Agreement:

"1933 Act" means the Securities Act of 1933, as amended;

"Assets" has the meaning set forth in Section 4.2(j) hereof;

"Closing" has the meaning set forth in Section 3.1 hereof;

"Closing Date" means the date on which the Closing actually occurs;

"Employees" has the meaning set forth in Section 4.2(x) hereof;

"Financial Statements" means the unaudited financial statements of Guru for the period from inception through March 31, 2003, reviewed by Felix R. Wasser & Associates and that are attached to this Agreement as Schedule C, and the audited financial statements of Guru for the same period that are currently being prepared by Gumbiner, Savett, Finkel, Fingleson & Rose, Inc.;

"First Private Placement" means the private placement of up to 1,200,000 common shares in the capital of Gusana at a purchase price of at least $0.75 per share for gross proceeds of $900,000;

"Guru Shares" has the meaning attributed to it in the Recitals to this Agreement;

"Gusana Shares" means approximately 14,571,305 common shares in the share capital of Gusana;

"Indemnity Fund" has the meaning set forth in Section 9.1 hereof;

"Indemnity Period" has the meaning set forth in Section 9.3 hereof;

"Indemnity Shares" has the meaning set forth in Section 9.1 hereof;

"Indigo" means Indigo Group U.S.A., Inc.;

"Indigo Settlement Amount" means the sum of $300,000;

"Liens" means all liens, mortgages, debentures, charges, hypothecations, pledges or other security interests or encumbrances of whatever kind;

"Loss(es)" means any and all liabilities, demands, claims, suits, actions, judgments, causes of action, assessments, damages, fines, fees, taxes, penalties, amounts paid in settlement, deficiencies, losses and expenses, including interest, expenses of investigation, court costs, fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment [such fees and expenses to include all fees and expenses, including fees and expenses of attorneys, incurred in connection with (i) the investigation, defense or settlement (or preparation of any of the foregoing) of any Third Party Claims including claims by or on behalf of Indigo; or (ii) asserting or disputing any rights under this Agreement against any party hereto or otherwise];

"Material Adverse Effect" means an adverse effect that is, or would be, singly or in the aggregate, material;

"OTCBB" means the OTC Bulletin Board of the National Association of Securities Dealers;

"SEC" means the United States Securities and Exchange Commission;

"Second Private Placement" means the private placement of up to 400,000 common shares in the capital of Gusana at a purchase price of at least $0.75;

"Software Intellectual Property Rights" means all patents and patent applications, registered and unregistered trade or brand names, business names, domain names, domain name registrations and applications, trade-marks, trade-mark registrations and applications, uniform resource locators (URLs), copyrights, drawings, logos, designs, trade secrets, restrictive covenants, confidential information, processes, technology, registered user agreements, research data, inventions, instruction manuals, formulae and other industrial or intellectual property rights;

"Third Party Claim" shall have the meaning attributed to in Section 9.9 hereof; Interpretation.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

"this Agreement" means this Agreement and all Schedules attached hereto;

any reference in this Agreement to a designated "Article", "Section", "Schedule" or other subdivision refers to the designated Article, Section, Schedule or other subdivision of this Agreement;

the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement;

the word "including", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limited language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;

any reference to a statute includes and, unless otherwise specified herein, is a reference to, such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation;

any reference to "dollars" or "currency" is and shall be deemed to be a reference to U.S. currency unless otherwise expressly stated; and

words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa. Schedules.

The following are the Schedules to this Agreement, and are incorporated herein by reference:

Schedule "A": List of all Guru Assets, including Intellectual Property

Schedule "B": Material Contracts of Guru

Schedule "C": Unaudited Financial Statements of Guru

Schedule "D": List of Agreements Requiring Consent

Schedule "E": Employment Agreement

Schedule "F": Assignment of Trademarks

Schedule "G": Statement of Gusana's Outstanding Indebtedness


THE ACQUISITION The Acquisition.

On the Closing Date and upon the terms and subject to the conditions of this Agreement, the Stockholder shall exchange with Gusana the Guru Shares for the Gusana Shares in the manner contemplated in Article 3 of this Agreement.No Registration of Gusana Shares.

None of the Gusana Shares issued to the Stockholder shall, at the time of Closing, be registered or qualified under federal or state ('Blue Sky') securities laws but rather shall be issued pursuant to an exemption therefrom. The Gusana Shares may not be offered or sold in the United States or to U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 , as amended (the "1933 Act") and in each case only in accordance with applicable state securities laws. The Gusana Shares will be subject to a one-year holding period or such other period as is required under applicable securities laws. All of such shares shall bear a legend worded substantially as follows:

"NONE OF THE SECURITIES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS."

Gusana's transfer agent shall annotate its records to reflect the restrictions on transfer embodied in the legend set forth above. There shall be no requirement that Gusana register the Gusana Shares under the 1933 Act or qualify any of the Gusana Shares under any state Blue Sky laws. The Stockholder will provide all representations and collateral agreements requested by Gusana as may be necessary to ensure that the issuance of the Gusana Shares complies with the requirements of all applicable securities laws and regulations.Cancellation of Options and Warrants.

At the Closing, each option, warrant or other right to acquire or purchase shares of Guru common stock (the "Options") granted by Guru shall automatically, and without any action required by the holders thereof, be cancelled and terminated.Tax and Accounting Consequences.

It is intended by the parties hereto that the Acquisition shall constitute a reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended. Each party has consulted with its own tax advisors and accountants with respect to the tax and accounting consequences, respectively, of the acquisition.

Each of the parties shall:

keep its records and file in connection with its federal and state income tax returns all such information as may be required by Treas. Reg. Section 1.368-3;

for federal and state income tax purposes report the share exchange as qualifying as a reorganization under Section 368(a)(1)(B) of the Code;

refrain from taking any position in connection with its federal or any state income tax liability that would be inconsistent with such qualification; and

comply with all the requirements of Section 368(a)(1)(B) applicable to such corporation.

.

CLOSING Closing.

The completion of the transactions contemplated hereby (the "Closing") shall occur on June 24, 2003 or on such other date as all of the parties hereto mutually agree. The Closing shall take place at the offices of Clark, Wilson, 800 - 885 West Georgia Street, Vancouver, B.C.Deliveries by Guru On the Closing Date:

On the Closing Date, Guru shall deliver the following to Gusana:

copies of the resolutions or consents of the Board of Directors of Guru approving this Agreement, the Acquisition and all of the other transactions contemplated hereby, in form and substance reasonably satisfactory to Gusana;

an original assignment, signed by Jeffrey Lubell in form and substance substantially similar to the Assignment attached to this Agreement as Schedule F;

a bring down certificate signed by an officer or director of Guru;

a general release, in form and substance satisfactory to Gusana, from Indigo, releasing Guru and Jeffrey Lubell, and their respective successors and assigns, from any and all Losses;

a stock power of attorney or similar stock transfer document signed by Indigo, effective under California law and transferring all of the common shares of Guru held by Indigo, either in blank or in favour of Gusana;

all books, records and accounts of Guru and any other information necessary for Gusana to operate and manage the business of Guru and the assets owned by Guru, provided that these items shall be deemed delivered if they are tendered at Guru's office in Manhattan Beach, California on the Closing Date;

all approvals and consents from third parties as are required for Guru to consummate the Acquisition and the other transactions contemplated by this Agreement including, by way of example and not in limitation, the consents of third parties referred to in Section 4.2(m)(iii) of this Agreement;

the common seal(s) of Guru, if any; and

all such other documents and instruments as may reasonably be required to consummate the transactions provided for in this Agreement.Deliveries by Gusana To The Stockholder On The Closing Date

On the Closing Date, Gusana shall deliver or cause to be delivered to the Stockholder the following:

copies of the resolutions or consents of the Board of Directors of Gusana approving this Agreement, the Acquisition and the other agreements and transactions contemplated hereby, and authorizing the issuance of the Gusana Shares to the Stockholder effective immediately following his appointment to the Board of Directors of Gusana;

certificates representing the Gusana Shares, subject to Article 9 of this Agreement;

a certified copy of a resolution of the Board of Directors of Gusana increasing the number of members of Gusana's Board of Directors to three and appointing the Stockholder to the Board, effective immediately prior to issuance of the Gusana Shares;

the written resignations of both Andrew Stewart and Andrew King, to be held in escrow and delivered out of escrow pursuant to Section 6.6 of this Agreement;

a bring down certificate signed by an officer or director of Gusana; and

such other documents as are required to be delivered prior to or on the Closing Date pursuant to this Agreement or as may reasonably be required to consummate the transactions provided for in this Agreement.Indigo

At the Closing, Gusana shall loan to Guru for payment to Indigo (and any disbursement on account of this loan shall be paid directly to Indigo), the sum of $200,000 as the final payment to Indigo on account of the Indigo Settlement Amount. This payment shall only be made after Indigo has delivered the release, stock certificate(s) and stock power(s) of attorney referred to in Sections 3.2(d) and 3.2(e) of this Agreement into escrow with Clark, Wilson, as agreed by Indigo in a separate agreement. The parties hereto acknowledge that, prior to the date of execution of this Agreement, Gusana has loaned to Guru an additional $100,000, which Guru caused Gusana to pay directly to Indigo on account of the Indigo Settlement Amount, and that this $100,000 amount constitutes part of the First Private Placement.


REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE STOCKHOLDER

4.1 Representations and Warranties.

The Stockholder represents and warrants as follows with the intent that Gusana will rely thereon in entering into this Agreement and in closing the transactions contemplated hereby, that:

he is the sole beneficial and record owner of the Guru Shares;

he and Indigo are the sole shareholders of Guru;

the Guru Shares are free and clear of all Liens;

except for this Agreement and except for Indigo, no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of the Guru Shares;

he has the full and absolute right, power and authority to enter into this Agreement, and this Agreement constitutes his legal, valid and binding obligation in accordance with its terms except as limited by laws of general application affecting the rights of creditors;

he does not have any specific information relating to Guru which is not generally known and which, to his knowledge, has not been disclosed to Gusana and which if known could reasonably be expected to have a Material Adverse Effect on the value of the Guru Shares;

there are no brokerage, finder's or similar fees paid or payable by him or on his behalf in connection with the transactions contemplated herein;

he is not aware of any fact which, if known to Guru, would cause Guru's representations and warranties herein to be untrue or incorrect;

he is not aware of any infringement by Guru of any registered patent, trade-mark or copyright;

he (i) has adequate net worth and means of providing for his current financial needs and possible personal contingencies, (ii) has no need for liquidity in the Gusana Shares, and (iii) is able to bear the economic risks of an investment in the Gusana Shares for an indefinite period of time, and can afford the complete loss of such investment;

he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the investment, and he has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in the Company's most current reports filed with the SEC;

he is acquiring the Gusana Shares for his own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in the Gusana Shares, and he has not subdivided his interest in the Gusana Shares with any other person; and

he is not acquiring the Gusana Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.Representations of the Stockholder and Guru

The Stockholder and Guru do hereby jointly and severally represent and warrant to Gusana with the intent that Gusana will rely thereon in entering into this Agreement and in closing the transactions contemplated hereby, that:

Guru is duly incorporated, validly existing and in good standing under the laws of the State of California;

the authorized capital of Guru consists of 5,000 shares of common stock, each without par value, of which 1,000 have been issued as fully paid;

Guru has the power, authority and capacity to carry on its business as presently conducted by it;

the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Guru, and this Agreement constitutes a legal, valid and binding obligation of Guru in accordance with its terms except as limited by laws of general application affecting the rights of creditors;

Guru is duly registered to carry on business in all jurisdictions in which Guru carries on business except where the failure to so register would not have a Material Adverse Effect on Guru;

Guru has received three loans from Gusana prior to Closing in the amounts of $100,000, $50,000 and $100,000, respectively, of which $200,000 forms a part of the First Private Placement;

all alterations to the constating documents of Guru since its incorporation have been duly effected in accordance with the laws of the State of California;

the directors and officers of Guru are as follows:

Name Position(s)

Jeffrey Lubell Director, President and Chief Financial Officer

Kymberly Lubell Director and Secretary

Mark Saltzman Director

the corporate records of Guru, as required to be maintained by it under its statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of Guru have been promptly and properly recorded in its books or filed with its records;

Schedule A contains a list of Guru's assets, including a complete list of all Intellectual Property Rights owned by Guru and all of Guru's other assets that have a value of at least One Thousand Dollars (the "Assets"), and Guru has good and marketable title thereto, and all Assets are free and clear of any Liens not previously disclosed in writing to Gusana;

Guru holds all licences and permits required for the conduct in the ordinary course of its business as presently conducted by it, and all such licences and permits are in good standing and the conduct and uses of the same by Guru are in compliance with all laws and other restrictions, rules, regulations and ordinances applicable to Guru and its business, save and except for breaches which do not have a Material Adverse Effect on Guru or its business as presently conducted;

with the exception of this Agreement or as set forth on Schedule B hereto, no party has any agreement, right or option, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, right or option:

to require Guru to issue or allot any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of Guru;

to require Guru to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; or

to purchase or otherwise acquire any shares in the capital of Guru;

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof will not:

conflict with or result in a breach of or violate any of the terms, conditions, or provisions of the constating documents of Guru;

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Guru is subject, or constitute or result in a default by Guru under any agreement, contract or commitment to which Guru is a party;

give to any person any remedy, cause of action, right of termination, cancellation or acceleration in or with respect to any understanding, agreement, contract, or commitment, written, oral or implied, to which Guru is a party except to the extent that any of the foregoing are listed on Schedule D hereto as requiring, by their terms, consent by a third party to any merger or change in control affecting Guru;

give to any government or governmental authority, including any governmental department, commission, bureau, board, or administrative agency, any right of termination, cancellation, or suspension of, or constitute a breach of or result in a default under any permit, license, control, or authority issued to Guru and which is necessary or desirable in connection with the conduct and operation of the business currently conducted by Guru;

constitute a default by Guru or an event which, with the giving of notice or lapse of time or both, might constitute an event of default or non-observance under any agreement, contract, indenture or other instrument relating to any indebtedness of Guru which would give any party the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture, or other instrument;

except as disclosed in Schedule C, there is no indebtedness of Guru, including to any Guru Stockholder;

Guru, the Stockholder and Indigo have heretofore agreed, in a letter agreement between them dated May 2, 2003, to settle a dispute pertaining to the assets and business of Guru, by the payment to Indigo of the Indigo Settlement Amount;

prior to the date of this Agreement, Guru has made a payment on account of the Indigo Settlement Amount, reducing the unpaid balance thereof, as of the date of this Agreement, to $200,000;

the business of Guru as currently carried on by it complies with all applicable laws, judgments, decrees, orders, injunctions, rules, statutes and regulations of all courts, arbitrators or governmental authorities, except where the failure to comply would not have a Material Adverse Effect on Guru;

other than this Agreement, and except as disclosed in Schedule B hereto, Guru does not have:

any material contract, agreement, undertaking or arrangement, whether oral, written or implied, which cannot be terminated on not more than thirty (30) days' notice, without penalty, or

any outstanding material agreements, contracts or commitments (whether written or oral) whatsoever relating to or affecting the conduct of its business as currently carried on, or any of its assets, or for the purchase, sale or lease of its assets;

there are no management contracts or consulting contracts to which Guru is a party or by which either is bound, and save and except as previously disclosed in writing to Gusana, no amount is payable or has been agreed to be paid by Guru to any persons as remuneration, pension, bonus, share of profits or other similar benefit and no director, officer or member, or former director, officer or member, of Guru, nor any associate or affiliate of any such person, has any claim of any nature against, or is indebted to, Guru;

there are no actions, suits, judgments, investigations or proceedings outstanding or pending, threatened against or affecting Guru, or its business, assets or property, at law or in equity, before or by any domestic or foreign:

court,

federal, provincial, state, municipal or other governmental authority, or

department, commission, board, tribunal, bureau or agency,

and Guru is not a party to or threatened with any litigation which in either case would have a Material Adverse Effect on Guru;

Guru is not:

in breach of any of the terms, covenants, conditions, or provisions of, or in default under, and has not done or omitted to do anything which, with the giving of notice or lapse of time or both, would constitute a breach of or a default under any contract to which it is a party (including, without limitation, any contract disclosed in Schedule B);

in violation of, nor are any present uses by Guru of any of its assets in violation of or contravention of, any applicable law, statute, order, rule or regulation;

in breach or default under any judgment, injunction or other order or aware of any judicial, administration, governmental, or other authority or arbitrator by which Guru is bound or to which Guru or any of its assets are subject;

Guru has not guaranteed, or agreed to guarantee, any indebtedness or other obligation of any party;

The books and records of Guru, which were made available for inspection to Gusana, its accountants and attorneys pursuant to this Agreement, are the complete books and records of Guru and correctly and fairly reflect the underlying facts and transactions in all material respects;

Guru has no employees except for Jeffrey Lubell and Leeda Paukert (the "Employees") and it has no consultants except as otherwise listed on Schedule B to this Agreement;

Guru has not failed to comply in any respect with all applicable federal, state, and local laws, rules, and regulations relating to employment or employment termination, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, and the withholding and payment of taxes from compensation of employees, which failure has had or could reasonably be expected to have (either individually or in the aggregate) a Material Adverse Effect;

there are no labor controversies pending or threatened between Guru and any of its Employees or former employees or any labor union or other collective bargaining unit representing any of such employees;

Guru has not ever entered into a collective bargaining agreement or other labor union contract relating to its business or applicable to the Employees;

there are no written employment or separation agreements, or oral employment or separation agreements between Guru and any of the Employees;

no employee has any accrued benefits (including vacation, paid time off, sick leave and similar entitlements);

Guru owns, without restriction, all of the Intellectual Property Rights included in the Assets (collectively, the "Proprietary Rights"), used in the conduct of its business as currently conducted or as Guru (or, post-closing, Gusana) currently proposes to conduct its business, without any ...