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    STOCK
      PURCHASE AGREEMENT

     

    AMONG

     

    PAPREZA’S
      INTERNATIONAL, INC., AS SELLER

     

    AND

     

    PAPREZZA
      HOLDINGS, INC., AS PURCHASER

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    March
      15, 2005

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT ("Agreement") has been made and entered into as of
      this
      15th day of March, 2005, between Papreza’s International, Inc., a Nevada
      Corporation ("Seller"), and Paprezza Holdings, Inc., a Nevada Corporation (the
      "Purchaser").

     

    R
      E C I T
      A L S:

     

    A. The
      parties hereto desire to effect a stock sale (the "Stock Sale") pursuant to
      which Purchaser will purchase from the Seller an aggregate of 100 shares (the
      "Transferred Shares") of the common stock of Papreza’s International, Inc., a
      Nevada corporation (the "Company"), no par value shares (the "Company Stock"),
      to be purchased by Purchaser for the consideration set forth herein. The
      Transferred Shares represent 100% of the issued and outstanding stock of the
      Company.

     

    B. Pursuant
      to the Stock Sale, the Seller will sell, and Purchaser will purchase, the
      Transferred Shares.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual agreements and covenants contained herein, the
      parties hereto agree as follows and do thereby adopt this
      Agreement.

     

    ARTICLE
      I.

    DEFINITIONS

     

    The
      terms
      defined in this Article (except as otherwise expressly provided in this
      Agreement) for all purposes of this Agreement shall have the respective meanings
      specified in this Article.

     

    "Affiliate"
      shall
      mean any entity controlling or controlled by another person, under common
      control with another person, or controlled by any entity which controls such
      person.

     

    "Agreement"
      shall
      mean this Agreement, and all the exhibits, schedules and other documents
      attached to or referred to in the Agreement, and all amendments and supplements,
      if any, to this Agreement.

     

    "Closing"
      shall
      mean the closing of the Transaction at which the Closing Documents shall be
      exchanged by the parties, except for those documents or other items specifically
      required to be exchanged at a later time.

     

    "Closing
      Date"
      shall
      mean March 31, 2005, or such other date as agreed in writing to by the parties
      on which the Closing occurs.

     

    "Closing
      Documents"
      shall
      mean the papers, instruments and documents required to be executed and delivered
      at the Closing pursuant to this Agreement.

     

    "Code"
      shall
      mean the Internal Revenue of 1986, or any successor law, and regulations issued
      by the Internal Revenue Service pursuant to the Internal Revenue Code or any
      successor law. 

     

    "Encumbrance"
      shall
      mean any charge, claim, encumbrance, community property interest, condition,
      equitable interest, lien, option, pledge, security interest, right of first
      refusal, or restriction of any kind, including any restriction on use, voting
      (in the case of any security), transfer, receipt of income, or exercise of
      any
      other attribute of ownership other than (a) liens for taxes not yet due and
      payable, or (b) liens that secure the ownership interests of lessors of
      equipment.

     

    "Exchange
      Act"
      shall
      mean the Securities Exchange Act of 1934, as amended.

     

    "GAAP"
      shall
      mean United States generally accepted accounting principles applied in a manner
      consistent with prior periods.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Investment
      Letter"
      shall
      mean the investment letter in the form attached hereto as
      Appendix A.

     

    "Material
      Adverse Effect"
      means
      any change (individually or in the aggregate) in the general affairs,
      management, business, goodwill, results of operations, condition (financial
      or
      otherwise), assets, liabilities or prospects (whether or not the result thereof
      would be covered by insurance) that would be material and adverse to the
      designated party.

     

    "Ordinary
      Course of Business"
      shall
      mean actions consistent with the past practices of the designated party which
      are similar in nature and style to actions customarily taken by the designated
      party and which do not require, and in the past have not received, specific
      authorization by the Board of Directors of the designated party.

     

    "SEC"
      shall
      mean the Securities and Exchange Commission.

     

    "Securities
      Act"
      shall
      mean the Securities Act of 1933, as amended.

     

    "Taxes"
      shall
      include federal, state and local income taxes, capital gains tax, value-added
      taxes, franchise, personal property and real property taxes, levies,
      assessments, tariffs, duties (including any customs duty), business license
      or
      other fees, sales, use and any other taxes relating to the assets of the
      designated party or the business of the designated party for all periods up
      to
      and including the Closing Date, together with any related charge or amount,
      including interest, fines, penalties and additions to tax, if any, arising
      out
      of tax assessments.

     

    "Transaction"
      shall
      mean the Stock Sale contemplated by this Agreement.

     

    The
      following appendices and schedules are attached to and form part of this
      Agreement:

    


    APPENDICES

    


    Description

    


    Appendix
      A Investment
      Letter

     

     

    ARTICLE
      II.

    THE
      TRANSACTION

     

    2.1. Stock
      Sale.
      Subject
      to the terms and conditions of the Closing Documents, the Seller hereby agree
      to
      sell, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase
      and accept, the Transferred Shares, in consideration for the delivery of
      5,000,000 common shares of the Purchaser (the “Purchase Price”) by Purchaser to
      Seller to be distributed entirely to James Pieprzyca, the sole shareholder
      of
      Papreza’s International, Inc.

     

    2.2. Securities
      Law Matters.

     

    2.2.1. Private
      Offering.
      The
      Parties understand that the Transferred Shares to be acquired and delivered
      to
      the Seller pursuant to the terms of this Agreement will not be registered under
      the Securities Act, but will be transferred in reliance upon exemptions
      available for private transactions, and that each is relying upon the truth
      and
      accuracy of the representations set forth in the Investment Letter signed by
      each of the Seller and delivered concurrently with the execution of this
      Agreement. Each certificate representing the Transferred Shares in the name
      of
      the Seller pursuant to the terms of this Agreement shall bear the following
      legend:

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND
      MAY
      NOT BE TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF COUNSEL
      ACCEPTABLE TO THIS CORPORATION, SUCH TRANSFER IS EXEMPT FROM
      REGISTRATION.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1. Representations
      and Warranties of the Seller.
      The
      Seller hereby represents and warrants to Purchaser that:

     

    3.1.1. Organization
      of the Company; Foreign Qualification.
      The
      Company is duly organized, validly existing, and in good standing under the
      laws
      of the state of Nevada and has all requisite corporate power, franchises, and
      licenses to own its property and conduct the business in which it is engaged.
      Each of the Company and the Seller has the full power and authority (corporate
      or otherwise) to execute, deliver and perform their respective obligations
      under
      this Agreement and the Closing Agreements to which it is a party. A complete
      set
      of the Company’s corporate records, including its Certificate of Incorporation,
      Bylaws, minutes, transfer records, have been delivered or made available to
      Purchaser. The Company is duly qualified and in good standing as a foreign
      corporation in every jurisdiction in which
      such qualification is necessary, except to the extent the failure to be so
      qualified is not reasonably expected to result in a Material Adverse
      Effect.

     

    3.1.2. Capitalization;
      Ownership of Transferred Shares.

     

      3.1.2.1.The
      Company has an authorized capital stock consisting of 1,000 shares of common
      stock, no par value per share, of which 100 shares are issued and outstanding.
      All of the shares of Company Stock have been validly issued, fully paid, are
      non-assessable, and were issued in compliance with any preemptive or similar
      rights and in compliance with applicable federal and state securities laws.
      All
      shares held by the Seller were issued in compliance with the exemption set
      forth
      in Section 4(2) of the Securities Act.

     

      3.1.2.2.The
      Company does not have any outstanding subscriptions, options, preferred stock,
      rights, warrants, convertible securities or other agreements or commitments
      to
      issue, or contracts or any other agreements obligating the Company to issue,
      or
      to transfer from treasury, any shares of its capital stock or membership
      interests, as applicable, of any class or kind, or securities convertible into
      such stock or interests. No persons who are now holders of Company Stock, and
      no
      persons who previously were holders of Company Stock, are or ever were entitled
      to preemptive rights other than persons who exercised or waived those rights.
      

     

      3.1.2.3.There
      is
      no outstanding vote, plan, pending proposal or right of any person to cause
      any
      redemption of Company Stock. Neither the Company nor any of its Affiliates,
      is
      under any obligation, contract or other arrangement to register (or maintain
      the
      registration of) any of its or their securities under federal or state
      securities laws.

     

      3.1.2.4.Neither
      the Company nor the Seller is a party to any agreement, voting trust, proxy
      or
      other agreement or understanding of any character, whether written or oral,
      with
      any other stockholders of the Company with respect to or concerning the
      purchase, sale or transfer or voting of the Company Stock or any other security
      of the Company.

     

      3.1.2.5.Neither
      the Company nor the Seller has any legal obligations, absolute or contingent,
      to
      any other person or entity to sell the assets, or any capital stock or any
      other
      security of the Company or any of its subsidiaries or affect any merger,
      consolidation or other 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               reorganization
      of the
      Company or any of its subsidiaries or to enter into any agreement with respect
      thereto, except pursuant to this Agreement.

     

      3.1.2.6.The
      Seller is the sole beneficial and record holder of the Transferred Shares.
      The
      Seller holds the Transferred Shares free and clear of any Encumbrance of any
      kind whatsoever. The Transferred Shares represent all of the issued and
      outstanding common stock of the Company.

     

    3.1.3. Subsidiaries.
      The
      Company does not have any subsidiaries (whether held directly or indirectly)
      or
      any equity investment in any corporation, partnership, joint venture or other
      business.
      

     

    3.1.4. Real
      Estate.
      The
      Company does not own any real estate or any interest in any real
      estate.

     

    3.1.5. Authority
      Relative to the Closing Documents; Enforceability.
      The
      Seller is not suffering from any legal disability which would: (a) prevent
      him
      from executing, delivering or performing their obligations under the Closing
      Documents or consummating the Transaction, (b) make such execution, delivery,
      performance or consummation voidable or subject to necessary ratification,
      and
      (c) require the signature or consent of any third party in connection therewith
      for the Transaction to be binding and enforceable against the Seller and his
      property. The Closing Documents have been duly and validly executed and
      delivered by the Seller and each constitutes the legal, valid and binding
      obligation of the Seller, enforceable against him in accordance with their
      respective terms, except insofar as the enforcement thereof may be limited
      by
      the Insolvency/Equity Exceptions.

     

    3.1.6. Title
      to Assets.
      The
      Company has good and marketable title free and clear of any Encumbrance in
      and
      to all of the assets and properties identified to Purchaser.

     

    3.1.7. Material
      Contracts.
      Except
      as disclosed to Purchaser, the Company is not a party to or bound by any
      agreement or contract.

     

     3.1.8. Labor
      Matters.
      There
      are presently no employment or consulting contracts with, or covenants against
      competition by, any present or former employees of the Company. 

     

    3.1.9. Compliance
      with Other Instruments; Consents.
      Neither
      the execution of any Closing Document nor the consummation of the Transaction
      will conflict with, violate or result in a breach or constitute a default (or
      an
      event which, with notice or lapse of time or both, would constitute a default),
      or result in a termination of, or accelerate the performance required by, or
      result in the creation of any Encumbrance upon any assets of the Company under
      any provision of the Articles of Incorporation, Bylaws, indenture, mortgage,
      lien, lease, agreement, contract, instrument, order, judgment, decree, statute,
      ordinance, regulation or any other restriction of any kind or character to
      which
      the Company is bound.

     

    3.1.10. Litigation.
      There
      are no legal, administrative, arbitration or other proceedings or claims pending
      against the Company, nor is the Company subject to any existing judgment which
      might affect the financial condition, business, property or prospects of the
      Company; nor has the Company received any inquiry from an agency of the federal
      or of any state or local government about the Transaction, or about any
      violation or possible violation of any law, regulation or ordinance affecting
      its business or assets.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1.11. Taxes.
      The
      Company either: (a) has timely filed with the appropriate taxing authority
      all
      Tax and information returns required to have been filed by the Company or (b)
      has timely filed for any required extensions with regard to such returns. All
      Taxes of the Company have been paid (or estimated Taxes have been deposited)
      to
      the extent such payments are required prior to the date hereof or accrued on
      the
      books of the Company. The returns were correct when filed. There are no pending
      investigations of the Company concerning any Tax returns by any federal, state
      or local Taxing authority, and there are no federal, state, local or foreign
      Tax
      liens upon any of the Company’s assets.

     

    3.1.12. Compliance
      with Law and Government Regulations.
      The
      Company is in compliance with, and is not in violation of, applicable federal,
      state, local or foreign statutes, laws and regulations (including without
      limitation, any applicable environmental, building, zoning or other law,
      ordinance or regulation) affecting the Company or its properties or the
      operation of its business. The Company is not subject to any order, decree,
      judgment or other sanction of any court, administrative agency or other
      tribunal.

     

    3.1.13. Trade
      Names and Rights.
      The
      Company does not own any trademarks, trademark registrations or applications,
      trade names, service marks, copyrights, copyright registrations or applications.
      No person owns any trademark, trademark registration or application, service
      mark, trade name, copyright or copyright registration or application, the use
      of
      which is necessary or contemplated in connection with the operation of the
      Company’s business.

     

    3.1.14. Full
      Disclosure.
      None of
      the representations and warranties made by the Seller herein, or in any Closing
      Document furnished or to be furnished by them hereunder contain or will contain
      any untrue statement of material fact, or omits any material fact, the omission
      of which would be misleading.

     

    3.2. Representations
      and Warranties of the Purchaser.
      The
      Purchaser hereby represents and warrants to Seller that:

     

    3.2.1. Organization
      of Purchaser;
      Foreign Qualification.
      Purchaser is duly organized, validly existing, and in good standing under the
      laws of the state of Nevada and has all requisite corporate power, franchises,
      and licenses to own its property and conduct the business in which it is
      engaged. Purchaser has the full power and authority (corporate or otherwise)
      to
      execute, deliver and perform its obligations under this Agreement and the
      Closing Agreements to which it is a party. A complete set of Purchaser’s
      corporate records, including its Certificate of Incorporation, Bylaws, minutes,
      transfer records, have been delivered or made available to Seller. Purchaser
      is
      duly qualified and in good standing as a foreign corporation in every
      jurisdiction in which such qualification is necessary, except to the extent
      the
      failure to be so qualified is not reasonably expected to result in a Material
      Adverse Effect.

     

    3.2.2. Capitalization;
      Ownership of Transferred Shares.

     

      3.2.2.1.Purchaser
      has an authorized capital stock consisting of 90,000,000 shares of common stock,
      par value $0.001per share, of which 8,275,000 shares are issued and outstanding
      and 10,000,000 shares of preferred stock of which no shares of preferred shares
      are outstanding. All of the shares of Company Stock have been validly issued,
      fully paid, are non-assessable, and were issued in compliance in compliance
      with
      applicable federal and state securities laws. All shares held by the Seller
      were
      issued in compliance with federal and state securities laws.

     

      3.2.2.2.Purchaser
      does not have any outstanding subscriptions, options, preferred stock, rights,
      warrants, convertible securities or other agreements or commitments to issue,
      or
      contracts or any other agreements obligating Purchaser to issue, or to transfer
      from treasury, any shares of its capital stock or membership interests, as
      applicable, of any class or kind, or securities convertible into such stock
      or
      interests. No persons who are now holders of Purchaser’s common stock, and no
      persons who previously were holders of Purchaser’s common stock, are or ever
      were entitled to preemptive rights other than persons who exercised or waived
      those rights. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     3.2.2.3.There
      is
      no outstanding vote, plan, pending proposal or right of any person to cause
      any
      redemption of Purchaser’s common stock. Neither Purchaser nor any of its
      Affiliates, is under any obligation, contract or other arrangement to register
      (or maintain the registration of) any of its or their securities under federal
      or state securities laws.

     

     3.2.2.4.The
      Purchase Price Shares shall be validly issued from the Purchasers authorized
      common stock. 

     

    3.2.3. Real
      Estate.
      Purchaser does not own any real estate or any interest in any real estate,
      except as disclosed.

     

    3.2.4. Authority
      Relative to the Closing Documents; Enforceability.
      Purchaser is not suffering from any legal disability which would: (a) prevent
      it
      from executing, delivering or performing its obligations under the Closing
      Documents or consummating the Transaction, (b) make such execution, delivery,
      performance or consummation voidable or subject to necessary ratification,
      and
      (c) require the signature or consent of any third party in connection therewith
      for the Transaction to be binding and enforceable against Purchaser and its
      property. The Closing Documents have been duly and validly executed and
      delivered and each constitutes the legal, valid and binding obligation,
      enforceable against Purchaser in accordance with their respective terms, except
      insofar as the enforcement thereof may be limited by the Insolvency/Equity
      Exceptions.

     

    3.2.5. Compliance
      with Other Instruments; Consents.
      Neither
      the execution of any Closing Document nor the consummation of the Transaction
      will conflict with, violate or result in a breach or constitute a default (or
      an
      event which, with notice or lapse of time or both, would constitute a default),
      or result in a termination of, or accelerate the performance required by, or
      result in the creation of any Encumbrance upon any assets of Purchaser under
      any
      provision of the Articles of Incorporation, Bylaws, indenture, mortgage, lien,
      lease, agreement, contract, instrument, order, judgment, decree, statute,
      ordinance, regulation or any other restriction of any kind or character to
      which
      Purchaser is bound.

     

    3.2.6. Material
      Contracts.
      Except
      as disclosed, Purchaser is not a party to or bound by any agreement or contract.
      

     

    3.2.7. Labor
      Matters.
      There
      are presently no employment or consulting contracts with, or covenants against
      competition by, any present or former employees of Purchaser. Purchaser has
      no
      employees other than its officers.

     

    


    3.2.8. Financial
      Condition.
      As of
      the Closing date, Purchaser does not have any debts, liabilities or obligations
      of any nature, whether accrued, absolute, un-matured, contingent, or otherwise,
      whether due or to become due. There are and will be at closing no accounts
      payable and no liabilities owed by Purchaser. 

     

    3.2.9. Litigation.
      There
      are no legal, administrative, arbitration or other proceedings or claims pending
      against Purchaser, nor is Purchaser subject to any existing judgment which
      might
      affect the financial condition, business, property or prospects of Purchaser;
      nor has Purchaser received any inquiry from an agency of the federal or of
      any
      state or local government about the Transaction, or about any violation or
      possible violation of any law, regulation or ordinance affecting its business
      or
      assets.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2.10. Taxes.
      Purchaser either: (a) has timely filed with the appropriate taxing authority
      all
      Tax and information returns required to have been filed by Purchaser or (b)
      has
      timely filed for any required extensions with regard to such returns. All Taxes
      of Purchaser have been paid (or estimated Taxes have been deposited) to the
      extent such payments are required prior to the date hereof or accrued on the
      books of Purchaser. The returns were correct when filed. There are no pending
      investigations of Purchaser concerning any Tax returns by any federal, state
      or
      local Taxing authority, and there are no federal, state, local or foreign Tax
      liens upon any of Purchaser’s assets.

     

    3.2.11. Compliance
      with Law and Government Regulations.
      Purchaser is in compliance with, and is not in violation of, applicable federal,
      state, local or foreign statutes, laws and regulations (including without
      limitation, any applicable environmental, building, zoning or other law,
      ordinance or regulation) affecting Purchaser or its properties or the operation
      of its business. Purchaser is not subject to any order, decree, judgment or
      other sanction of any court, administrative agency or other
      tribunal.

     

    3.2.12. Investment
      Company Act.
      Purchaser is not, and upon completion of the Transaction will not be, subject
      to
      registration as an investment company under the Investment Company Act of 1940,
      as amended, and the rules and regulations thereunder.

     

    3.2.13. Full
      Disclosure.
      None of
      the representations and warranties made by Purchaser herein, or in any Closing
      Document furnished or to be furnished by them hereunder contain or will contain
      any untrue statement of material fact, or omits any material fact, the omission
      of which would be misleading.

     

    ARTICLE
      IV.

    ADDITIONAL
      COVENANTS AND AGREEMENTS OF THE PARTIES

     

    4.1. Brokers
      or Finders.
      Each
      party agrees to hold the others harmless and to indemnify them against the
      claims of any persons or entities claiming to be entitled to any brokerage
      commission, finder’s fee, advisory fee or like payment from such other party
      based upon actions of the indemnifying party in connection with the
      Transaction.

     

    ARTICLE
      V.

    CLOSING
      DELIVERIES

     

    5.1. The
      Closing.
      The
      Closing shall take place on or before the Closing Date (unless such date is
      extended by the mutual agreement of the parties) at such location as agreed
      to
      by the parties. Notwithstanding
      the location of the Closing, each party agrees that the Closing may be completed
      by the exchange of undertakings between the respective legal counsel for the
      Seller and Purchaser, provided such undertakings are satisfactory to each
      party’s respective legal counsel. 

     

    5.2. Deliveries
      by the Purchaser.
      Purchaser hereby agrees to deliver, or cause to be delivered, to Seller the
      following items on Closing:

     

    5.2.1. Certified
      Resolutions. Copies
      of
      the resolutions, certified by an officer of Purchaser, of the Board of Directors
      of Purchaser approving the terms of this Agreement for purposes of Nev. Rev.
      Stat. Sec. 78.438(1) and 78.378 - 78.3793.

     

    5.2.2. Stock
      Certificates.
      A stock
      certificate or certificates representing the Purchase Price Shares issued in
      the
      name of Seller.

     

    5.2.3. Transfer
      Agent Direction.
      A
      direction of Purchaser to its transfer agent to register the Purchase Price
      Shares in the name of the Seller with the legend set forth in paragraph 2.2.1
      of
      this Agreement or such legend as is otherwise required by law.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.3. Deliveries
      by Seller.
      Seller
      hereby agrees to deliver to the Purchaser the following items on
      Closing:

     

    5.3.1. Certified
      Resolutions. Copies
      of
      the resolutions, certified by an officer of the Company, of the Board of
      Directors of the Company approving the terms of this Agreement, and a copy
      of
      the resolution of the shareholders of the Company approving the sale of the
      Transferred Shares.

     

    5.3.2. Stock
      Certificates.
      A stock
      certificate or certificates representing the Transferred Shares, together with
      such stock powers, legal opinions and all other documentation required by the
      Company's transfer agent to reissue such shares in the name of
      Purchaser.

     

    5.3.3. Investment
      Letter. The
      Investment Letter, executed by the Seller.

     

    5.3.4. Transfer
      Agent Direction.
      A
      direction of the Company to the Company’s transfer agent to register the
      Transferred Shares in the name of the Purchaser with the legend set forth in
      paragraph 2.2.1 of this Agreement or such legend as is otherwise required by
      law.

     

    ARTICLE
      VI.

    CONDITIONS
      PRECEDENT TO PURCHASER’ OBLIGATION TO CLOSE 

    


    Purchaser’s
      obligation to purchase the Transferred Shares and to take the other actions
      required to be taken by Purchaser at the Closing is subject to the satisfaction,
      at or prior to Closing, of each of the following conditions (any of which may
      be
      waived by Purchaser, in whole or in part):

     

    6.1. Performance
      of Covenants.
      The
      Seller shall have performed all covenants and agreements required to be
      completed prior to or on closing, including completion of the deliveries
      required by Section 5.3 of this Agreement.

    


    6.2. Accuracy
      of Representations.
      All of
      Seller’s representations and warranties in this Agreement must have been
      accurate in all material respects as of the date of this Agreement, and must
      be
      accurate in all material respects as of the Closing Date as if made on the
      Closing Date.

     

    ARTICLE
      VII.

    CONDITIONS
      PRECEDENT TO SELLER’S OBLIGATION TO CLOSE 

    


    The
      Seller’s obligation to sell the Transferred Shares and to take the other actions
      required to be taken by Seller at the Closing is subject to the satisfaction,
      at
      or prior to Closing, of each of the following conditions (any of which may
      be
      waived by the Seller, in whole or in part):

     

    7.1. Performance
      of Covenants.
      Purchaser shall have performed all covenants and agreements required to be
      completed prior to or on closing, including completion of the deliveries
      required by Section 5.2 of this Agreement.

    


    7.2. Accuracy
      of Representations.
      All of
      Purchaser’s representations and warranties in this Agreement (considered
      collectively), and each of Purchaser’s representations and warranties
      (considered individually), must have been accurate in all material respects
      as
      of the date of this Agreement, and must be accurate in all material respects
      as
      of the Closing Date as if made on the Closing Date.

    


    ARTICLE VIII.

    SURVIVAL
      OF REPRESENTATIONS 

    


    8.1. Representations
      to Survive Closing. 
      The
      representations and warranties of the Seller and Purchaser contained herein
      or
      in any document furnished pursuant hereto shall survive the Closing of the
      Transaction for a period of one year following the Closing. Each party
      acknowledges and agrees that, except as expressly set forth in this Agreement
      or
      any Closing Document, no party has made (and no party is relying on) any
      representation or 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    warranties
      of any nature, express or implied, regarding any or relating to any of the
      transactions contemplated by this Agreement.

     

    ARTICLE
      IX.

    MISCELLANEOUS

     

    9.1. Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed delivered if delivered by hand, by telecopier,
      by
      courier or mailed by certified or registered mail, postage prepaid, addressed
      to
      the following persons at their last know or provided address:

     

    If
      to the Seller:

    Papreza’s
      International, Inc.

    8
      Mohansic Road

    Henderson,
      Nevada 89052

    


    


    If
      to Purchaser:

    Paprezza
      Holdings, Inc.

    8
      Mohansic Road

    Henderson,
      Nevada 89052

    


    9.2. Assignability
      and Parties in Interest.
      This
      Agreement shall not be assignable by any of the parties hereto without the
      consent of all other parties hereto. This Agreement shall inure to the benefit
      of and be binding upon the parties hereto and their respective successors.
      Nothing in this Agreement is intended to confer, expressly or by implication,
      upon any other person any rights or remedies under or by reason of this
      Agreement.

     

    9.3. Expenses.
      Each
      party shall bear its own expenses and costs, including the fees of any attorney
      retained by it, incurred in connection with the preparation of the Closing
      Documents and consummation of the Transaction.

     

    9.4. Governing
      Law. This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the State of Nevada. Each of the parties hereto consents to the
      personal jurisdiction of the federal and state courts in the State of Nevada
      in
      connection with any action arising under or brought with respect to this
      Agreement.

     

    9.5. Counterparts.
      This
      Agreement may be executed as of the same effective date in one or more
      counterparts, each of which shall be deemed an original.

     

    9.6. Headings.
      The
      headings and subheadings contained in this Agreement are included solely for
      ease of reference, and are not intended to give a full description of the
      contents of any particular Section and shall not be given any weight whatever
      in
      interpreting any provision of this Agreement.

     

    9.7. Pronouns,
      Etc. Use
      of
      male, female and neuter pronouns in the singular or plural shall be understood
      to include each of the other pronouns as the context requires. The word "and"
      includes the word "or". The word "or" is disjunctive but not necessarily
      exclusive.

     

    9.8. Complete
      Agreement. This
      Agreement, the Appendices hereto, and the documents delivered pursuant hereto
      or
      referred to herein or therein contain the entire agreement between the parties
      with respect to the Transaction and, except as provided herein, supersede all
      previous negotiations, commitments and writings.

     

    9.9. Modifications,
      Amendments and Waivers.
      This
      Agreement shall not be modified or amended except by a writing signed by each
      of
      the parties hereto. Prior to the Closing, the Seller may amend any of the
      disclosure schedules referenced herein by giving the other party notice of
      such
      amendments. If such amended disclosures reveal material adverse information
      about the Company, Purchaser may terminate this Agreement without liability
      to
      the Seller.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      9.10.Severability.
      If any
      term or other provision of this Agreement is invalid, illegal, or incapable
      of
      being enforced by any rule of law or public policy, all other terms and
      provisions of this Agreement will nevertheless remain in full force and effect
      so long as the economic or legal substance of the Transaction is not affected
      in
      any manner adverse to any party hereto. Upon any such determination that any
      term or other provision is
      invalid, illegal, or incapable of being enforced, the parties hereto will
      negotiate in good faith to modify this Agreement so as to effect the original
      intent of the parties as closely as possible in any acceptable manner to the
      end
      that the Transaction are consummated to the extent possible.

     

    9.11.  Registration
      Rights. Purchaser
      agrees that it will include the Purchase Price Shares issued hereby in any
      registration statement for common stock it files with the Securities and
      Exchange Commission within the next two years. 

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the day and year first above
      written.

     

    PURCHASER:

     

    /s/
      James Pieprzyca
Paprezza
      Holdings, Inc. 

     

    By:
      James
      Pieprzyca, Chief Executive Officer 

     

    SELLER:

     

    /s/
      James
      Pieprzyca
Papreza’s
      International, Inc. 

     

    By:
      James
      Pieprzyca, Chief Executive Officer 

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    INVESTMENT
      LETTER

     

    [CLOSING
      DATE]

    


    


    


    ____________

    ____________

    


    Dear
      Sir:

    


    In
      connection with the acquisition of ________ shares
      of
      the common stock (the “Shares”) of Paprezza Holdings, Inc. (the “Corporation”)
      by  (the
      “Purchasers”) pursuant to a share purchase agreement dated the 15th of March,
      2005 (the “Share Purchase Agreement”), the undersigned (the “Purchaser”), hereby
      makes the following acknowledgments, representations and
      warranties:

    


    1.  Investment
      Intent.
      The
      Purchaser is acquiring the Shares for investment solely for his/her/its own
      account and not with a present view to any distribution, transfer or resale
      to
      others, including any “distribution” within the meaning of Securities Act of
      1933, as amended, (the “Securities Act”).
      The
      Purchaser understands that the Shares have not and will not be registered under
      the Securities Act by reason of a specific exemption from the registration
      provisions of the Securities Act, the availability of which depends on, among
      other things, the bona fide nature of the investment intent and the accuracy
      of
      my representations made herein.

     

    2.  Financial
      Ability.
      The
      Purchaser is financially able to bear the economic risks of an investment in
      the
      Corporation and has no need for liquidity in this investment. Furthermore,
      the
      financial capacity of the Purchaser is of such a proportion that the total
      cost
      of the Purchaser’s commitment is not material when compared with his total
      committed capital. The Purchaser is financially able to suffer a complete loss
      of this investment.

     

    3.  Experience.
      The
      Purchaser has such knowledge and experience in financial and business matters
      in
      general and with respect to investments of a nature similar to that evidenced
      by
      the Shares so as to be capable, by reason of such knowledge and experience,
      of
      evaluating the merits and risks of, and making an informed business decision
      with regard to, and protecting his own interests in connection with, the
      acquisition of the Shares. 

     

    4.  Review
      of Prospectus and Financial Statements.
      The
      Purchaser has been provided with and had the opportunity to review all filings
      made by the Corporation with the United States Securities and Exchange
      Commission, as disclosed in the Share Purchase Agreement and available at the
      SEC’s web site at www.sec.gov.

     

    5.  Limited
      Public Market.
      The
      Purchaser understands that a limited public market now exists for any of the
      securities of the Corporation and that the Corporation has made no assurances
      that a more active public market will ever exist for the Corporation’s
      securities.

     

    6.  Restricted
      Legend.
      The
      Purchaser acknowledges that certificates representing the Shares will bear
      a
      legend substantially as follows:

     

    THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
      AND
      MAY NOT BE TRANSFERRED UNLESS THEY ARE SO REGISTERED OR, IN THE OPINION OF
      COUNSEL ACCEPTABLE TO THE CORPORATION, SUCH TRANSFER IS EXEMPT FROM
      REGISTRATION.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.  Stock
      Transfer. The
      Purchaser is aware that stop-transfer instructions will be given to the transfer
      agent of the common stock of the Corporation to prevent any unauthorized or
      illegal transfer of the Shares.

     

    8.  Reliance
      for Exemptions.
      The
      Purchaser understands that the Shares are being transferred to him pursuant
      to
      exemptions from the registration requirements of federal and applicable state
      securities laws and acknowledges that he is relying upon the investment and
      other representations made herein as the basis for such exemptions.

     

    9.  Accuracy
      of Purchaser Representations.
      The
      Purchaser represents that the information and representations contained in
      this
      letter are true, correct and complete.

     

    Dated:
      this _______ day of _______________, 2005

     

     

    /s/
      James Pieprzyca

    Purchaser