SHARE PURCHASE
      AND EXCHANGE AGREEMENT

    


    This
      Agreement dated the 27th day of May, 2008, 

    


    
      	AMONG:	
              SOUND
                WORLDWIDE HOLDINGS, INC.

            


    

    (“SWW
      HOLDINGS”)

    -
      and
      -

    


    SOUND
      WORLDWIDE LIMITED

    (“SWW”)

    -
      and
      -

    


    BEST
      ALLIED INDUSTRIAL LIMITED

    (“BEST
      ALLIED”)

    -
      and
      -

    


    IVY
      S. K. LAM

    (“LAM”)

    


    WHEREAS:

    


    
      	A.           
              	
              SWW,
                a British Virgin Island corporation, is the beneficial owner of all
                the
                ordinary shares in the capital of BEST ALLIED;


            


    

    


    
      	B.            
              	
              SWW
                is a wholly owned subsidiary of SWW HOLDINGS, a Delaware, USA corporation
                having a class of common stock of which is registered under Section
                12(g)
                of the Securities Exchange Act of
                1934;

            


    

    


    
      	C.            
              	
              BEST
                ALLIED, a Hong Kong body corporation, is a wholly owned subsidiary
                of SWW,
                having 10,000 ordinary shares (“Ordinary Shares”); and
                

            


    

     

    
      	D.            
              	
              LAM,
                a director, officer and shareholder of SWW HOLDINGS and a director
                and
                officer of BEST ALLIED, holds 6,063,750 common shares (“Common Shares”) of
                SWW HOLDINGS and wishes to purchase 100% ownership of BEST ALLIED
                by
                exchanging her Common Shares of SWW HOLDINGS for XXX Ordinary Shares
                of
                BEST ALLIED with SWW HOLDINGS.

            


    

    


    NOW
      THEREFORE, in consideration of the mutual promises set out in this Agreement
      and
      other valuable consideration, the parties hereby agree with each other as
      follows:

    


    


    
      	1.	
              SHARE
                PURCHASE AND EXCHANGE

            


    

    


    
      	1.1           
              	
              LAM
                agrees to purchase from SWW and SWW HOLDINGS all the outstanding
                and
                issued Ordinary Shares of BEST ALLIED by exchanging LAM’s 6,063,750 Common
                Shares of SWW HOLDINGS for 10,000 Ordinary Shares of BEST ALLIED,
                and SWW
                and SWW HOLDINGS collectively agree to sell all the outstanding and
                issued
                Ordinary Shares of BEST ALLIED to LAM by exchanging 10,000 Ordinary
                Shares
                of BEST ALLIED for LAM’s 6,063,750 Common Shares of SWW HOLDINGS,
                effective as of April 1, 2008 (the “Effective Closing Date”) upon and
                subject to the terms and conditions of this Agreement. This share
                purchase
                and exchange transaction shall be hereinafter referred to as the
                “Transaction”. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        -2-

      

    

    
 

    
      	1.2           
              	
              Upon
                completion of the Transaction, LAM will own 100% ownership of BEST
                ALLIED
                and all existing and current operations, liabilities and assets of
                BEST
                ALLIED will remain with BEST
                ALLIED.

            


    

    


    
      	1.3           
              	
              As
                a part of this agreement, LAM agrees to resign as a director and
                an
                officer of SWW HOLDINGS effective as of the date of this
                agreement.

            


    

     

    
      	1.4          
               	
              Upon
                completion of the Transaction, SWW HOLDINGS will return the 6,063,750
                Common Shares received from LAM back to the company treasury for
                cancellation. 

            


    

    


    


    
      	2.	
              REPRESENTATIONS
                AND WARRANTIES OF SWW AND SWW
                HOLDINGS

            


    

    


    
      	2.1	
              SWW
                and SWW HOLDINGS represent and warrant to LAM
                that:

            


    

    SWW
      is
      the beneficial owner of the outstanding and issued Ordinary Shares of BEST
      ALLIED and has good and sufficient power, subject to the approval of its
      shareholders if applicable, authority and right to enter into and deliver this
      Agreement and to transfer or cause to transfer the beneficial title and
      ownership of the Ordinary Shares to the LAM free and clear of all liens,
      charges, encumbrances and any other rights of others.

     

    
      	3.	
              REPRESENTATIONS
                AND WARRANTIES OF LAM

            


    

    


    
      	3.1	
              LAM
                represents and warrants to SWW and SWW HOLDINGS
                that:

            


    

    LAM
      is
      the beneficial owner of the Common Shares and has good and sufficient power,
      authority and right to enter into and deliver this Agreement and to transfer
      or
      cause to transfer the beneficial title and ownership of the Common Shares of
      SWW
      HOLDINGS to SWW HOLDINGS free and clear of all liens, charges, encumbrances
      and
      any other rights of others.

    


    
      	4.	
              CLOSING
                

            


    

    


    
      	4.1	
              Closing
                Arrangements

            


    

    


    Subject
      to the terms and conditions hereof, the Transaction contemplated herein shall
      be
      closed on May 30, 2008 (the “Closing Date”) or such later or earlier date as
      agreed to by the parties at the offices of SWW HOLDINGS, situated at Flat K,
      13/F, Phase 2, Superluck Industrial Centre, 57 Sha Tsui Road, Tsuen Wan, N.
      T.
      Hong Kong Special Administration Region (“SAR”) or at such other place or places
      as may be mutually agreed upon by SWW and LAM. 

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -3-

        

      

      
 

      
        	4.2	
                Documents
                  to be Delivered by LAM

              


      

    

    


    At
      or
      before the Closing Date, LAM shall execute or cause to be executed, and shall
      deliver, or cause to be delivered, to SWW and SWW HOLDINGS all documents,
      instruments and things which are to be delivered by LAM pursuant to the
      provisions of this Agreement and all documents necessary to effect the
      transactions contemplated by this Agreement.

    


    Without
      restrictions, LAM shall, upon Closing, deliver or cause to be delivered to
      SWW
      and SWW HOLDINGS: 

    


    
      	(a)     
                	
              a
                duly executed Stock Power and other instruments of transfer deemed
                necessary to effectuate the transactions contemplated hereby executed
                by
                LAM in favor of SWW HOLDINGS in respect of the 6,063,750 Common Shares
                of
                SWW HOLDINGS belonging to LAM, accompanied by a valid share certificate
                or
                certificates, as the case may be, evidencing the 6,063,730 Common
                Shares
                of SWW HOLDINGS or documentary evidence satisfactory to SWW HOLDINGS that
                the said Common Shares are legally owned by LAM immediately before
                the
                contemplated transfer; 

            


    

    


    
      	(b)  
                   	
              a
                cross receipt duly executed by LAM thereby acknowledging the receipt
                of
                the Ordinary Shares of BEST ALLIED from LAM; and
                

            


    

    


    
      	(c)    
                 	
              a
                copy of the Mutual Settlement and Release Agreement duly executed
                by LAM
                and BEST ALLIED.

            


    

    


    
      	4.3	
              Documents
                to be Delivered by SWW and SWW
                HOLDINGS

            


    

    


    At
      or
      before the Closing Date, SWW and SWW HOLDINGS shall execute or cause to be
      executed, and shall deliver, or cause to be delivered, to LAM all documents,
      instruments and things which are to be delivered by SWW and SWW HOLDINGS
      pursuant to the provisions of this Agreement.

    


    Without
      restrictions, SWW and SWW HOLDINGS shall, upon Closing, deliver or cause to
      be
      delivered to LAM: 

    


    
      	(d)    
                	
              a
                duly executed Stock Power and other instruments of transfer deemed
                necessary to effectuate the transactions contemplated hereby duly
                executed
                by SWW in favor of LAM with respect to all the Ordinary Shares of
                BEST
                ALLIED, accompanied by a valid share certificate or certificates
                as the
                case may be evidencing the such shares of BEST ALLIED or documentary
                evidence satisfactory to LAM that the said Ordinary Shares are legally
                owned by SWW immediately before the contemplated
                transfer;

            


    

    


    
      	(e)     
               	
              a
                cross receipt duly executed by SWW and SWW HOLDINGS thereby acknowledging
                the receipt of the 6,063,730 Common Shares of SWW
                HOLDINGS;

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -4-

        

      

      
 

    

    
      	(f)     
               	
              a
                copy of the Mutual Settlement and Release Agreement duly executed
                by SWW
                and SWW HOLDINGS; and

            


    

     

    
      	(g)    
                	
              all
                the statutory books and records of BEST ALLIED, share certificate
                books
                with counterfoil, tax returns, accounts books, common seal, certificate
                of
                incorporation, business registration certificate, the available copies
                of
                the Memorandum and Articles of Association of BEST ALLIED, chops,
                cheque
                books and all other documents relating to BEST ALLIED which are in
                the
                possession of SWW.

            


    

    


    


    
      	5.	
              MISCELLANEOUS
                CONDITIONS

            


    

    


    
      	5.1           
              	
              The
                parties shall execute and deliver all such further documents and
                instruments and do all acts and things as the other party may, either
                before or after the Closing Date, reasonably require to effectively
                carry
                out or better evidence or perfect the full intent and meaning of
                this
                Agreement.

            


    

    


    
      	5.2           
              	
              This
                Agreement will enure to the benefit of, and be binding upon, the
                respective heirs, executors, administrators, successors and permitted
                assigns of the parties.

            


    

    


    
      	5.3           
              	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of Hong Kong SAR applicable therein and the parties submit to the
                jurisdiction of the courts of Hong Kong
                SAR.

            


    

    


    
      	5.4           
              	
              Time
                will be of the essence of this
                Agreement.

            


    

    


    
      	5.5           
              	
              This
                Agreement constitutes the entire agreement between the parties. There
                are
                not and shall not be any oral statements, representations, warranties,
                undertakings or agreements between the parties other than this Agreement.
                This Agreement may not be amended or modified in any respect except
                by
                written instruments signed by SWW, SWW HOLDINGS and LAM as coupled
                by
                notice thereof to all parties of this Agreement whose interest in
                substance is being affected by the amendment or
                modification.

            


    

    


    
      	5.6           
              	
              This
                Agreement may be executed in any number of counterparts with the
                same
                effect as if all the parties had all signed the same document. All
                counterparts shall be construed together and shall constitute one
                and the
                same agreement.

            


    

    


    
      	5.7           
              	
              This
                Agreement may be executed by the parties and transmitted by facsimile
                transmission and if so executed and transmitted this Agreement shall
                be
                for all purposes as effective as if the parties had delivered an
                executed
                original Agreement.

            


    

    


    
      	5.8           
              	
              Subject
                to other express terms of this Agreement, any party hereto which
                is
                entitled to the benefits of this Agreement may, and has the right
                to,
                waive any term or conditions hereof at any time on or prior to the
                Closing
                Date provided, however, that such waiver shall be evidenced by written
                instrument duly executed on behalf of such
                party.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        -5-

      

    

     

    
      	5.9           
              	
              Each
                party has agreed to pay their own respective attorney’s fees and transfer
                taxes incurred in connection with the matters contemplated by this
                Agreement.

            


    

     

    
      	
              6.0

            	
              The
                parties hereby acknowledge that a Current Report on Form 8-K will
                be
                required to be filed with the Securities and Exchange Commission
                no later
                than four (4) business days after the consummation of the transactions
                contemplated by this Agreement and hereby covenant to work together
                to
                file such report with the SEC by such deadline as well as work together
                to
                prepare and file all other documents and reports which may be required
                to
                be filed with the SEC or other government
                agency.

            


    

     

    
      	
              6.1

            	
              The
                parties hereby acknowledge that each party will be required to file
                a Form
                4 with the SEC no later than the second (2nd)
                business day after the consummation of the transactions contemplated
                by
                this Agreement therein reporting their acquisition or disposition
                of the
                Ordinary Shares of BEST ALLIED or shares of SWW, as the case may
                be, and
                hereby acknowledge that such filing is the personal responsibility
                of such
                person.

            


    

     

    
      	
              6.2.

            	
              Upon
                the consummation of the transactions contemplated by this Agreement,
                SWW
                and SWW HOLDINGS will release LAM from all known and unknown liabilities
                owed or owing to LAM. 

            


    

     

     

    IN
      WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
      the
      date first written above.

    


    


    For
      and
      on behalf of SOUND WORLDWIDE HOLDINGS, INC. by: 

    


    Per:
      /s/
      Roger K. W. Fan

       
                       
Roger
      K.
      W. Fan, C.E.O. and Director

    


    


    For
      and
      on behalf of SOUND WORLDWIDE LIMITED, by: 

    


    Per:
      /s/
      Roger K. W. Fan 

                         
      Roger
      K.
      W. Fan, President and Director

    


    


    For
      and
      on behalf of BEST ALLIED INDUSTRIAL LIMITED, by:

    


    Per:
      /s/
      Ivy S. K. Lam

                           
           Ivy
      S. K.
      Lam, Director

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        -6-

      

    

    


    


    Per:
      /s/
      Roger K. W. Fan

                                
      Roger K. W. Fan, Director 

    


     

    By
      Ivy S.
      K. Lam, being the owner of 6,063,750 Common Shares:

    


    By:
      /s/
      Ivy S. K. Lam

                                Ivy
      S. K.
      Lam