EXHIBIT
      10.1

     

    


    SHARE
      SALE 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:

    


    
      
         

      

      
         

        
          

        

      

      
        -2-

      

    

    


    
      	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”. 

          


    


    	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 Industiral 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;

          


     

    
      
         

      

      
         

        
          

        

      

      
        -4-

      

    

    
 

    	(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;

          


    	 	 


    	(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-

      

    

    
 

    	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.

          


     

    	5.9           	
            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