Exhibit 10.1

















                               EXCHANGE AGREEMENT

                                    Between

                       NANO HOLDINGS INTERNATIONAL, INC.

                                      and

                               SUNSHINE GROUP LLC




                           Dated December ____, 2005











<PAGE>

                               EXCHANGE AGREEMENT

     THIS  EXCHANGE  AGREEMENT  (hereinafter referred to as this "Agreement") is
entered  into  as  of  this  _____  day  of  December, 2005, by and between NANO
HOLDINGS INTERNATIONAL, INC., a Delaware corporation (hereinafter referred to as
the  "Company"),  SUNSHINE  GROUP  LLC,  a Florida limited liability corporation
(hereinafter  referred  to  as  "Sunshine"),  and  the  persons  executing  this
Agreement  listed  on  the  signature  page  hereto (referred to collectively as
"Sunshine  Members")  who  own  one  hundred  percent  (100%)  of  the ownership
interests  in  Sunshine,  upon  the  following  premises:

                                    Premises.
                                    --------

     WHEREAS,  the  Sunshine  Members  own  all  of  the  issued  an outstanding
ownership  interests  in  Sunshine;

     WHEREAS, the Company is a privately held corporation incorporated under the
laws  of  Delaware;

     WHEREAS,  Sunshine  is a privately held limited liability company organized
under  the  laws  of  Florida;

     WHEREAS,  the Company desires to acquire 100% of the ownership interests in
Sunshine  in  exchange  for unissued shares of its common stock, $.001 par value
per  share  (the  "Common  Stock") (the "Exchange Offer"), so that Sunshine will
become  a  wholly  owned  subsidiary  of  the  Company;  and

          WHEREAS,  the  Sunshine  Members  desire  to  exchange  all  of  their
ownership  interests in Sunshine solely in exchange for the shares of authorized
but  unissued  Common  Stock  of  the  Company.


                                   Agreement
                                   ---------

     NOW  THEREFORE,  on the stated premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the  parties  to  be  derived  herefrom,  it  is  hereby  agreed  as  follows:


                                   ARTICLE I

             REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SUNSHINE
                            AND THE SUNSHINE MEMBERS

     As  an  inducement  to and to obtain the reliance of the Company, except as
set  forth  on the Sunshine Schedules (as hereinafter defined), Sunshine and the
Sunshine  Members  represent  and  warrant  as  follows:

     Section 1.01     Organization.  Sunshine is a limited liability corporation
                      ------------
duly organized, validly existing, and in good standing under the laws of Florida
and  has  the corporate power and is duly authorized, qualified, franchised, and
licensed  under  all  applicable  laws,  regulations,  ordinances, and orders of
public  authorities  to own all of its properties and assets and to carry on its
business  in  all  material  respects  as  it  is now being conducted, including
qualification to do business as a foreign corporation in the states or countries
in  which  the character and location of the assets owned by it or the nature of
the business transacted by it requires qualification, except where failure to be
so qualified would not have a material adverse effect on its business.  Included
in  the  Sunshine  Schedules  are complete and correct copies of the Articles of
Organization  of  Sunshine  as  in effect on the date hereof.  The execution and
delivery  of  this  Agreement does not, and the consummation of the transactions
contemplated  hereby  will  not, violate any provision of Sunshine's Articles of
Organization.  Sunshine  has  taken all actions required by law, its Articles of

<PAGE>

Organization,  or  otherwise  to  authorize  the  execution and delivery of this
Agreement.  Sunshine  has  full  power, authority, and legal right and has taken
all  action  required  by  law,  its  Articles of Organization, and otherwise to
consummate  the  transactions  herein  contemplated.

     Section 1.02     Ownership Interests.  The Sunshine Members own one hundred
                      -------------------
percent  (100%)  of  the  ownership  interests  in  Sunshine.  Their  membership
interests  are  legally issued, fully paid, and non-assessable and not issued in
violation  of  the  preemptive  or  other  rights  of  any  person.

     Section  1.03    Subsidiaries and Predecessor Corporations.  Sunshine does
                      -----------------------------------------
not  have  any  predecessor corporation(s) or subsidiary(ies), and does not own,
beneficially or of record, any shares of any other corporation, unless otherwise
disclosed  to  the  Company  in  writing.

     Section 1.04     Other Information.
                      -----------------

          (a)  Except  as  otherwise  provided, Sunshine has no liabilities with
     respect  to the payment of any federal, state, county, local or other taxes
     (including  any  deficiencies,  interest  or  penalties),  except for taxes
     accrued  but  not  yet  due  and  payable.

          (b)  Sunshine  has  filed  all  state,  federal or local income and/or
     franchise tax returns required to be filed by it from inception to the date
     hereof.  Each  of  such  income  tax returns reflects the taxes due for the
     period  covered  thereby,  except  for amounts which, in the aggregate, are
     immaterial.

          (c)  The  books  and  records of Sunshine are in all material respects
     complete  and  correct  and  have  been  maintained in accordance with good
     business  and  accounting  practices.

          (d)  Sunshine has no material liabilities, direct or indirect, matured
     or  unmatured,  contingent  or  otherwise in excess of Twenty-Five Thousand
     Dollars  ($25,000),  except  as  disclosed  in  writing  to  the Company on
     Schedule  1.04.

     Section  1.05    Information.  The  information  concerning  Sunshine  set
                      -----------
forth  in  this Agreement and in the Sunshine Schedules is complete and accurate
in all material respects and does not contain any untrue statement of a material
fact  or  omit to state a material fact required to make the statements made, in
light  of  the  circumstances  under  which  they were made, not misleading.  In
addition,  Sunshine  has fully disclosed in writing to the Company (through this
Agreement  or  the  Sunshine  Schedules)  all  information  relating  to matters
involving Sunshine or its assets or its present or past operations or activities
which  (i)  indicated  or  may  indicate,  in  the aggregate, the existence of a
greater  than  Twenty-Five Thousand Dollars ($25,000) liability or diminution in
value,  (ii)  have  led or may lead to a competitive disadvantage on the part of
Sunshine, or (iii) either alone or in aggregation with other information covered
by  this Section, otherwise have led or may lead to a material adverse effect on
the  transactions  contemplated  herein  or  on  Sunshine,  its  assets,  or its
operations  or  activities  as  presently  conducted  or  as  contemplated to be
conducted  after  the  Closing  Date, including, but not limited to, information
relating  to  governmental,  employee,  environmental, litigation and securities
matters  and  transactions  with  affiliates.

     Section  1.06    Options  or  Warrants.  There  are  no  existing options,
                      ---------------------
warrants,  calls,  or  commitments  of Sunshine of any character relating to any
present  or  future  ownership  interests in Sunshine, except options, warrants,
calls  or  commitments, if any, to which Sunshine is not a party and by which it
is  not  bound.

     Section 1.07     Absence of Certain Changes or Events.  Except as set forth
                      ------------------------------------
in  this  Agreement or the Sunshine Schedules, since inception on June 24, 2002:

          (a) there has not been (i) any material adverse change in the proposed
     business,  operations, properties, assets, or condition of Sunshine or (ii)

<PAGE>

     any  damage,  destruction,  or  loss to Sunshine (whether or not covered by
     insurance)  materially  and  adversely  affecting the business or financial
     condition  of  Sunshine;

          (b)  Sunshine  has  not (i) amended its Articles of Organization; (ii)
     declared or made, or agreed to declare or make, any payment of dividends or
     distributions  of any assets of any kind whatsoever to members or purchased
     or  redeemed,  or  agreed  to  purchase  or  redeem,  any  of the ownership
     interests;  (iii)  waived  any  rights  of value which in the aggregate are
     outside  of  the  ordinary  course  of business or material considering the
     business  of  Sunshine;  (iv)  made  any  material  change in its method of
     management,  operation  or  accounting; (v) entered into any other material
     transaction  other  than sales in the ordinary course of its business; (vi)
     made  any  accrual  or  arrangement  for  payment  of  bonuses  or  special
     compensation of any kind or any severance or termination pay to any present
     or  former  manager,  officer  or  employee;  (vii)  increased  the rate of
     compensation  payable  or  to  become payable by it to any of its managers,
     officers  or  directors  or  any  of  its  salaried employees whose monthly
     compensation  exceeds  Ten  Thousand  Dollars ($10,000); or (viii) made any
     increase  in  any  profit sharing, bonus, deferred compensation, insurance,
     pension,  retirement,  or  other  employee  benefit  plan,  payment,  or
     arrangement  made  to,  for,  or with its managers, officers, directors, or
     employees;

          (c)  Sunshine  has  not  (i) borrowed or agreed to borrow any funds or
     incurred,  or  become  subject  to,  any  material  obligation or liability
     (absolute  or  contingent)  in excess of $25,000 except as disclosed herein
     and  except  liabilities  incurred in the ordinary course of business; (ii)
     paid  or  agreed  to pay any material obligations or liability (absolute or
     contingent)  other  than  current  liabilities,  and  current  liabilities
     incurred in the ordinary course of business and professional and other fees
     and  expenses  in connection with the preparation of this Agreement and the
     consummation  of  the  transactions  contemplated  hereby;  (iii)  sold  or
     transferred,  or agreed to sell or transfer, any of its assets, properties,
     or  rights  (except assets, properties, or rights not used or useful in its
     business  which,  in  the  aggregate  have a value of less than Twenty-Five
     Thousand Dollars ($25,000)), or canceled, or agreed to cancel, any debts or
     claims  (except  debts  or  claims which in the aggregate are of a value of
     less  than  Twenty-Five  Thousand  Dollars  ($25,000));  or  (iv)  made  or
     permitted  any  amendment  or  termination  of  any contract, agreement, or
     license  to  which  it  is  a  party  if  such  amendment or termination is
     material,  considering  the  business  of  Sunshine;  and

          (d) To the best knowledge of Sunshine, Sunshine has not become subject
     to  any law or regulation which materially and adversely affects, or in the
     future  may adversely affect, the business, operations, properties, assets,
     or  condition  of  Sunshine.

     Section  1.08    Title  and Related Matters.  No third party has any right
                      --------------------------
to, and Sunshine has not received any notice of infringement of or conflict with
asserted  rights of others with respect to, any product, technology, data, trade
secrets,  know-how,  proprietary  techniques,  trademarks,  service marks, trade
names,  or copyrights which, individually or in the aggregate, if the subject of
an  unfavorable  decision,  ruling  or  finding, would have a materially adverse
effect  on  the  proposed  business, operations, financial condition, income, or
business  prospects  of  Sunshine  or  any  material  portion of its properties,
assets,  or  rights.

     Section 1.09     Litigation and Proceedings.  Except as otherwise provided,
                      --------------------------
there  are  no  actions,  suits,  or proceedings pending or, to the knowledge of
Sunshine  after  reasonable  investigation, threatened by or against Sunshine or
affecting  Sunshine  or its properties, at law or in equity, before any court or
other governmental agency or instrumentality, domestic or foreign, or before any
arbitrator  of  any  kind.  Sunshine does not have any knowledge of any material
default  on  its  part  with respect to any judgment, order, injunction, decree,
award,  rule,  or regulation of any court, arbitrator, or governmental agency or
instrumentality  or  of any circumstances which, after reasonable investigation,
would  result  in  the  discovery  of  such  a  default.

      Section  1.10   Contracts.
                      ---------

          (a)  There  are no material contracts, agreements, franchises, license
     agreements,  debt  instruments  or other commitments to which Sunshine is a

<PAGE>

     party  or  by  which  it  or  any  of  its assets, products, technology, or
     properties  are  bound  other than those incurred in the ordinary course of
     business  (as  used  in  this  Agreement, a "material" contract, agreement,
     franchise,  license  agreement,  debt instrument or commitment is one which
     (i)  will  remain  in effect for more than six (6) months after the date of
     this  Agreement  and  (ii)  involves  aggregate  obligations  of  at  least
     Twenty-Five  Thousand Dollars ($25,000) unless otherwise disclosed pursuant
     to  this  Agreement;

          (b)  All  contracts,  agreements,  franchises, license agreements, and
     other  commitments,  if  any,  to  which  Sunshine is a party and which are
     material  to  the  operations  of  Sunshine  taken as a whole are valid and
     enforceable  by  Sunshine  in all respects, except as limited by bankruptcy
     and  insolvency  laws  and  by other laws affecting the rights of creditors
     generally;

          (c)  Sunshine  is  not  a  party to or bound by, and the properties of
     Sunshine  are  not subject to, any contract, agreement, other commitment or
     instrument;  any  charter  or other corporate restriction; or any judgment,
     order,  writ,  injunction,  decree, or award which materially and adversely
     affects,  the  business  operations,  properties,  assets,  or condition of
     Sunshine;  and

          (d)  Except  as  included  or  described  in  the  Sunshine Schedules,
     Sunshine  is  not  a  party  to  any  oral  or written (i) contract for the
     employment  of  any manager, officer or employee which is not terminable on
     thirty  (30)  days,  or  less  notice; (ii) profit sharing, bonus, deferred
     compensation,  stock  option,  severance pay, pension benefit or retirement
     plan;  (iii) agreement, contract, or indenture relating to the borrowing of
     money; (iv) guaranty of any obligation, other than one on which Sunshine is
     a  primary  obligor,  for  the  borrowing  of money or otherwise, excluding
     endorsements made for collection and other guaranties of obligations which,
     in  the  aggregate  do  not  exceed  more  than one (1) year or provide for
     payments  in  excess  of  Twenty-Five  Thousand  Dollars  ($25,000)  in the
     aggregate;  (v) collective bargaining agreement; or (vi) agreement with any
     present  or  former  manager,  officer  or  director  of  Sunshine.

     Section 1.11     Material Contract Defaults.  Sunshine is not in default in
                      --------------------------
any  material  respect  under  the  terms  of any outstanding material contract,
agreement,  lease,  or  other  commitment  which  is  material  to the business,
operations, properties, assets or condition of Sunshine and there is no event of
default  in  any  material respect under any such contract, agreement, lease, or
other  commitment  in  respect of which Sunshine has not taken adequate steps to
prevent  such  a  default  from  occurring.

     Section 1.12     No Conflict With Other Instruments.  The execution of this
                      ----------------------------------
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will not result in the breach of any term or provision of, constitute
an  event  of default under, or terminate, accelerate or modify the terms of any
material  indenture,  mortgage,  deed  of  trust,  or  other  material contract,
agreement,  or  instrument  to  which Sunshine is a party or to which any of its
properties  or  operations  are  subject.

     Section  1.13    Governmental  Authorizations.  Except as set forth in the
                      ----------------------------
Sunshine  Schedules,  Sunshine  has all licenses, franchises, permits, and other
governmental  authorizations  that  are legally required to enable it to conduct
its  business  in all material respects as conducted on the date hereof.  Except
for  compliance  with  federal  and  state  securities  and corporation laws, as
hereinafter  provided,  no  authorization,  approval,  consent,  or order of, or
registration,  declaration, or filing with, any court or other governmental body
is  required  in  connection with the execution and delivery by Sunshine of this
Agreement  and  the  consummation  by  Sunshine of the transactions contemplated
hereby.

     Section 1.14     Compliance With Laws and Regulations.  Except as set forth
                      ------------------------------------
in  the  Sunshine  Schedules, to the best of its knowledge Sunshine has complied
with  all  applicable  statutes  and regulations of any federal, state, or other
governmental  entity  or agency thereof, except to the extent that noncompliance
would  not materially and adversely affect the business, operations, properties,
assets,  or  condition  of  Sunshine  or except to the extent that noncompliance
would  not  result  in  the  occurrence  of any material liability for Sunshine.

<PAGE>

     Section  1.15    Approval  of  Agreement.  The  managers  of Sunshine have
                      -----------------------
authorized  the  execution  and  delivery of this Agreement by Sunshine and have
approved  this  Agreement  and  the  transactions  contemplated hereby, and will
recommend  to  the Sunshine Members that the Exchange Offer be accepted by them.

     Section  1.16    Material  Transactions or Affiliations.  Set forth in the
                      --------------------------------------
Sunshine  Schedules  is  a  description,  if  applicable,  of  every  contract,
agreement,  or  arrangement  between Sunshine and any predecessor and any person
who  was  at  the  time  of  such contract, agreement, or arrangement a manager,
officer,  director,  or  person  owning  of  record, or known by Sunshine to own
beneficially,  five  percent (5%) or more of the ownership interests of Sunshine
and  which is to be performed in whole or in part after the date hereof or which
was  entered into not more than three (3) years prior to the date hereof. Except
as  disclosed  in  the  Sunshine  Schedules  or  otherwise  disclosed herein, no
manager,  officer,  director,  or member owning five percent (5%) or more of the
ownership interests of Sunshine has, or has had since inception of Sunshine, any
known  interest,  direct or indirect, in any transaction with Sunshine which was
material  to  the  business  of Sunshine.  There are no commitments by Sunshine,
whether  written  or  oral,  to  lend any funds, or to borrow any money from, or
enter  into  any  other  transaction  with,  any  such  affiliated  person.

     Section  1.17    Sunshine Schedules.  Sunshine will deliver to the Company
                      ------------------
the  following  schedules,  if  such schedules are applicable to the business of
Sunshine,  which  are  collectively referred to as the " Sunshine Schedules" and
which  consist  of  separate schedules dated as of the date of execution of this
Agreement,  all  certified  by  the  managers of Sunshine as complete, true, and
correct  as  of  the  date  of  this  Agreement  in  all  material  respects:

          (a)  a schedule containing complete and correct copies of the Articles
     of  Organization  in  effect  as  of  the  date  of  this  Agreement;

          (b)  a schedule containing any Corporate Resolutions of the members of
     Sunshine;

          (c)  a  schedule  containing  minutes  of  meetings of the managers of
     Sunshine;

          (d)  a  schedule  listing  any  and  all  federal, state and local tax
     identification  numbers  of  Sunshine  and  containing complete and correct
     copies  of  all federal, state and local tax returns filed by Sunshine; and

          (e)  a schedule setting forth any other information, together with any
     required  copies  of  documents,  required to be disclosed by Sunshine. Any
     fact  known  to  be,  or  to the best knowledge of Sunshine or the Sunshine
     Members after reasonable investigation, reasonably believed to be, contrary
     to  the  representations,  covenants,  and warranties made in Article I are
     required to be disclosed in the Sunshine Schedules pursuant to this Section
     1.17(g).

     Sunshine  shall  cause  the Sunshine Schedules and the instruments and data
delivered  to the Company hereunder to be promptly updated after the date hereof
up  to  and  including  the  Closing  Date.

     It is understood and agreed that not all of the schedules referred to above
have  been  completed  or  are  available to be furnished by Sunshine.  Sunshine
shall have until January 31, 2006 to provide such schedules.  If Sunshine cannot
or  fails to do so, or if the Company acting reasonably finds any such schedules
or  updates  provided  after the date hereof to be unacceptable according to the
criteria  set  forth  herein, the Company may terminate this Agreement by giving
written  notice  to Sunshine within five (5) days after the schedules or updates
were  due  to  be produced or were provided.  For purposes of the foregoing, the
Company may consider a disclosure in the Sunshine Schedules to be "unacceptable"
only  if  that  item  would  have  a  material  adverse  impact on the financial
condition  of  Sunshine,  taken  as  a  whole.

<PAGE>

     Section  1.18    Valid  Obligation.  This Agreement and all agreements and
                      -----------------
other documents executed by Sunshine in connection herewith constitute the valid
and  binding obligation of Sunshine, enforceable in accordance with its or their
terms,  except  as may be limited by bankruptcy, insolvency, moratorium or other
similar  laws  affecting  the  enforcement  of  creditors'  rights generally and
subject  to  the  qualification  that  the availability of equitable remedies is
subject  to the discretion of the court before which any proceeding therefor may
be  brought.

     Section  1.19    Acquisition  of  the  Shares by the Sunshine Members. The
                      ----------------------------------------------------
Sunshine  Members  are  acquiring  the  Shares for their own account without the
participation  of any other person and with the intent of holding the Shares for
investment and without the intent of participating, directly or indirectly, in a
distribution  of  the Shares, or any portion thereof, and not with a view to, or
for  resale  in  connection with, any distribution of the Shares, or any portion
thereof.  The  Sunshine  Members  have read, understand and consulted with their
legal  counsel  regarding  the  limitations and requirements of Section 5 of the
1933  Act.  The  Sunshine  Members will offer, sell, pledge, convey or otherwise
transfer  the  Shares,  or  any  portion  thereof,  only  if: (i) pursuant to an
effective  registration  statement under the 1933 Act and any and all applicable
state  securities  or  Blue  Sky  laws or in a transaction which is otherwise in
compliance  with  the  1933  Act  and  such  laws;  or  (ii) pursuant to a valid
exemption  from  registration.

     Section  1.20    Exemption  from  Registration.   The   Exchange  and  the
                      ------------------------------
transactions  contemplated thereby, meet an exemption from registration pursuant
to  Rule  506  of  Regulation  D  promulgated  under  the  1933  Act.


                                   ARTICLE II

            REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE COMPANY

     As  an  inducement  to,  and  to  obtain  the  reliance of Sunshine and the
Sunshine  Members,  except as set forth in the Company Schedules (as hereinafter
defined),  the  Company  represents  and  warrants  as  follows:

     Section  2.01    Organization.   The   Company   is   a  corporation  duly
                      ------------
organized, validly existing, and in good standing under the laws of the State of
Delaware  and  has  the  corporate  power  and  is  duly  authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances, and
orders  of  public authorities to own all of its properties and assets, to carry
on  its  business  in  all  material  respects as it is now being conducted, and
except where failure to be so qualified would not have a material adverse effect
on  its business, there is no jurisdiction in which it is not qualified in which
the  character  and  location  of  the  assets  owned by it or the nature of the
business  transacted  by  it  requires  qualification.  Included  in the Company
Schedules  are  complete  and correct copies of the Certificate of Incorporation
and  Bylaws  of  the  Company as in effect on the date hereof. The execution and
delivery  of  this  Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of the Company's Certificate
of  Incorporation  or Bylaws.  The Company has taken all action required by law,
its  Certificate  of  Incorporation,  its  Bylaws, or otherwise to authorize the
execution  and  delivery  of  this  Agreement,  and  the Company has full power,
authority,  and  legal  right  and  has  taken  all  action required by law, its
Certificate  of  Incorporation,  Bylaws,  or  otherwise  to  consummate  the
transactions  herein  contemplated.

     Section  2.02    Capitalization.  The   Company  is  authorized  to  issue
                      --------------
75,000,000 shares of Common Stock, par value $.001 per share, of which 3,100,000
shares  will be issued and outstanding on the closing date prior to the issuance
of  the  shares  to  the  Sunshine  Members as set forth in Section 3.01(ii), as
defined  herein,  and  10,000,000 shares of Preferred Stock, par value $.001 per
share,  of  which  no  shares  are  issued  and  outstanding.  All  issued  and
outstanding  shares  are  legally issued, fully paid, and non-assessable and not
issued  in  violation  of  the  preemptive  or  other  rights  of  any  person.

<PAGE>

     Section  2.03    Subsidiaries  and  Predecessor Corporations.  The Company
                      -------------------------------------------
does   not  have  any  predecessor   corporation(s)  or  subsidiaries, and does
not   own,   beneficially   or   of   record,   any   shares   of   any   other
corporation.

     Section  2.04    Information.  The  information concerning the Company set
                      -----------
forth  in  this  Agreement and the Company Schedules is complete and accurate in
all  material  respects and does not contain any untrue statements of a material
fact  or  omit to state a material fact required to make the statements made, in
light  of  the  circumstances  under  which  they were made, not misleading.  In
addition,  the  Company has fully disclosed in writing to Sunshine (through this
Agreement  or  the  Company  Schedules)  all  information  relating  to  matters
involving  the  Company  or  its  assets  or  its  present or past operations or
activities  which (i) indicated or may indicate, in the aggregate, the existence
of  a  greater  than  One  Thousand  Dollars ($1,000) liability or diminution in
value,  (ii)  have  led or may lead to a competitive disadvantage on the part of
the  Company  or  (iii)  either  alone  or in aggregation with other information
covered  by  this  Section, otherwise have led or may lead to a material adverse
effect on the transactions contemplated herein or on the Company, its assets, or
its  operations  or  activities  as presently conducted or as contemplated to be
conducted  after  the  Closing  Date, including, but not limited to, information
relating  to  governmental,  employee,  environmental, litigation and securities
matters  and  transactions  with  affiliates.

     Section  2.05    Options  or  Warrants.  There  are  no  existing options,
                      ---------------------
warrants,  calls, or commitments of any character relating to the authorized and
unissued  stock  of  the  Company.

     Section 2.06     Absence of Certain Changes or Events.  Except as disclosed
                      ------------------------------------
in  Schedule  2.06,  or  permitted in writing by Sunshine, since the date of the
most  recent  Company  balance  sheet:

          (a)  there  has  not  been  (i)  any  material  adverse  change in the
     business,  operations,  properties,  assets  or condition of the Company or
     (ii) any damage, destruction or loss to the Company (whether or not covered
     by  insurance) materially and adversely affecting the business, operations,
     properties,  assets  or  condition  of  the  Company;

          (b)  The  Company  has  not  and will not (i) amend its Certificate of
     Incorporation  or  Bylaws except to complete the performance of the Company
     as  set forth herein; (ii) declare or make, or agree to declare or make any
     payment  of dividends or distributions of any assets of any kind whatsoever
     to  stockholders or purchase or redeem, or agree to purchase or redeem, any
     of  its  capital  stock;  (iii)  waive  any  rights  of  value which in the
     aggregate  are  outside  of  the  ordinary  course  of business or material
     considering  the  business of the Company; (iv) make any material change in
     its  method  of  management,  operation,  or accounting; (v) enter into any
     transaction  or  agreement  other  than in the ordinary course of business;
     (vi)  make  any accrual or arrangement for or payment of bonuses or special
     compensation of any kind or any severance or termination pay to any present
     or  former  officer  or  employee;  (vii) increase the rate of compensation
     payable  or  to become payable by it to any of its officers or directors or
     any  of  its  salaried  employees  whose  monthly  compensation  exceed One
     Thousand  Dollars  ($1,000);  or  (viii)  make  any  increase in any profit
     sharing,  bonus,  deferred compensation, insurance, pension, retirement, or
     other  employee benefit plan, payment, or arrangement, made to, for or with
     its  officers,  directors,  or  employees;

          (c)  The Company has not (i) granted or agreed to grant any options or
     warrants;  (ii)  borrowed  or  agreed  to  borrow any funds or incurred, or
     become  subject  to,  any  material  obligation  or  liability (absolute or
     contingent) except liabilities incurred in the ordinary course of business;
     (iii)  paid  or  agreed  to  pay  any  material  obligations or liabilities
     (absolute  or  contingent)  other  than current liabilities reflected in or
     shown  on  the  most  recent  Company balance sheet and current liabilities
     incurred  since  that  date  in  the  ordinary  course  of  business  and
     professional and other fees and expenses in connection with the preparation
     of  this  Agreement  and  the  consummation of the transaction contemplated
     hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its
     assets,  properties,  or  rights  (except assets, properties, or rights not

<PAGE>

     used or useful in its business which, in the aggregate have a value of less
     than  One Thousand Dollars ($1,000)), or canceled, or agreed to cancel, any
     debts  or  claims  (except  debts or claims which in the aggregate are of a
     value  less  than One Thousand Dollars ($1,000)); and (v) made or permitted
     any  amendment  or  termination  of  any contract, agreement, or license to
     which  it  is  a  party  if  such  amendment  or  termination  is material,
     considering  the  business  of  the  Company;  and

          (d)  The Company has not become subject to any law or regulation which
     materially  and  adversely affects, or in the future, may adversely affect,
     the  business,  operations, properties, assets or condition of the Company.

     Section  2.07    Title  and  Related  Matters.  The  Company  has good and
                      ----------------------------
marketable  title  to  all of its properties, inventory, interest in properties,
and  assets,  real  and personal, which are reflected in the most recent Company
balance  sheet  or  acquired  after  that  date  (except  properties, inventory,
interest in properties, and assets sold or otherwise disposed of since such date
in  the  ordinary  course  of  business),  free and clear of all liens, pledges,
charges,  or  encumbrances  except  (a)  statutory  liens  or  claims  not  yet
delinquent; (b) such imperfections of title and easements as do not and will not
materially  detract  from  or  interfere with the present or proposed use of the
properties  subject  thereto  or affected thereby or otherwise materially impair
present  business  operations  on  such  properties; and (c) as described in the
Company  Schedules.  Except  as  set forth in the Company Schedules, the Company
owns,  free  and clear of any liens, claims, encumbrances, royalty interests, or
other restrictions or limitations of any nature whatsoever, any and all products
it is currently manufacturing, including the underlying technology and data, and
all  procedures,  techniques,  marketing  plans,  business  plans,  methods  of
management,  or  other  information  utilized  in  connection with the Company's
business.  Except  as set forth in the Company Schedules, no third party has any
right  to,  and  the  Company  has not received any notice of infringement of or
conflict with asserted rights of others with respect to any product, technology,
data,  trade  secrets,  know-how,  proprietary  techniques,  trademarks, service
marks,  trade  names,  or copyrights which, individually or in the aggregate, if
the  subject  of  an  unfavorable  decision,  ruling  or  finding,  would have a
materially  adverse  effect  on  the  business, operations, financial condition,
income,  or  business  prospects  of  the Company or any material portion of its
properties,  assets,  or  rights.

     Section  2.08    Litigation and Proceedings.  There are no actions, suits,
                      --------------------------
proceedings  or investigations pending or, to the knowledge of the Company after
reasonable  investigation, threatened by or against the Company or affecting the
Company  or  its  properties,  at  law  or  in equity, before any court or other
governmental  agency  or  instrumentality,  domestic  or  foreign, or before any
arbitrator of any kind.  The Company has no knowledge of any default on its part
with  respect  to  any judgment, order, writ, injunction, decree, award, rule or
regulation  of any court, arbitrator, or governmental agency or instrumentality,
or  any  circumstance  which  after reasonable investigation would result in the
discovery  of  such  default.

     Section  2.9     Contracts.
                      ---------

          (a)  The  Company  is  not  a  party  to,  and  its  assets, products,
     technology  and  properties  are  not  bound  by,  any  material  contract,
     franchise,  license  agreement,  agreement,  debt  instrument  or  other
     commitments  whether  such  agreement  is  in  writing  or  oral.

          (b)  All  contracts,  agreements,  franchises, license agreements, and
     other  commitments  to  which  the  Company  is  a  party  or  by which its
     properties  are  bound  and  which  are  material  to the operations of the
     Company  taken  as  a whole are valid and enforceable by the Company in all
     respects,  except as limited by bankruptcy and insolvency laws and by other
     laws  affecting  the  rights  of  creditors  generally;

          (c)  The  Company is not a party to or bound by, and the properties of
     the Company are not subject to any contract, agreement, other commitment or
     instrument;  any  charter  or other corporate restriction; or any judgment,

<PAGE>

     order,  writ,  injunction,  decree, or award which materially and adversely
     affects,  the  business operations, properties, assets, or condition of the
     Company;  and

          (d)  Except  as  included  or  described  in  the Company Schedules or
     reflected  in  the  most recent Company balance sheet, the Company is not a
     party to any oral or written (i) contract for the employment of any officer
     or  employee  which  is not terminable on thirty (30) days, or less notice;
     (ii)  profit sharing, bonus, deferred compensation, stock option, severance
     pay,  pension  benefit  or  retirement  plan, (iii) agreement, contract, or
     indenture  relating  to  the  borrowing  of  money,  (iv)  guaranty  of any
     obligation,  other  than one on which the Company is a primary obligor, for
     the  borrowing  of  money  or  otherwise,  excluding  endorsements made for
     collection  and  other guaranties of obligations which, in the aggregate do
     not  exceed  more  than  one  year  or  provide  for  payments in excess of
     Twenty-Five  Thousand  Dollars  ($25,000)  in the aggregate; (v) collective
     bargaining  agreement; or (vi) agreement with any present or former officer
     or  director  of  the  Company.

     Section 2.10     Material Contract Defaults.  The Company is not in default
                      --------------------------
in any respect under the terms of any outstanding contract, agreement, lease, or
other  commitment  which  is  material  to the business, operations, properties,
assets  or  condition  of  the  Company  and there is no event of default in any
material  respect under any such contract, agreement, lease, or other commitment
in  respect  of which the Company has not taken adequate steps to prevent such a
default  from  occurring.

     Section 2.11     No Conflict With Other Instruments.  The execution of this
                      ----------------------------------
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement  will not result in the breach of any term or provision of, constitute
a default under, or terminate, accelerate or modify the terms of, any indenture,
mortgage,  deed of trust, or other material agreement or instrument to which the
Company  is  a  party  or  to which any of its assets or operations are subject.

     Section  2.12    Governmental  Authorizations.   The   Company   has   all
                      ----------------------------
licenses,  franchises,  permits, and other governmental authorizations, that are
legally required to enable it to conduct its business operations in all material
respects  as  conducted  on the date hereof.  Except for compliance with federal
and  state  securities  or  corporation  laws,  as  hereinafter  provided,  no
authorization,  approval,  consent  or order of, or registration, declaration or
filing with, any court or other governmental body is required in connection with
the execution and delivery by the Company of this Agreement and the consummation
by  the  Company  of  the  transactions  contemplated  hereby.

     Section  2.13    Compliance With Laws and Regulations.  To the best of its
                      ------------------------------------
knowledge, the Company has complied with all applicable statutes and regulations
of  any  federal,  state,  or  other  applicable  governmental  entity or agency
thereof,  except  to  the  extent  that  noncompliance  would not materially and
adversely  affect  the  business, operations, properties, assets or condition of
the  Company  or except to the extent that noncompliance would not result in the
occurrence  of  any  material  liability.  This  compliance includes, but is not
limited  to,  the  filing  of  all  reports,  filings and schedules to date with
federal  and  state  securities  authorities.

     Section  2.14    Approval  of  Agreement.  The  Board  of Directors of the
                      -----------------------
Company  has  authorized  the  execution  and  delivery of this Agreement by the
Company  and  has  approved  this  Agreement  and  the transactions contemplated
hereby.

     Section  2.15    Material  Transactions  or  Affiliations.   Except   as
                      ----------------------------------------
disclosed  herein  and  in  the  Company  Schedules,  there  exists no contract,
agreement  or arrangement between the Company and any predecessor and any person
who  was  at  the  time  of  such contract, agreement or arrangement an officer,
director,  or  person  owning  of  record  or  known  by  the  Company  to  own
beneficially,  five  percent  (5%)  or more of the issued and outstanding Common
Stock  of the Company and which is to be performed in whole or in part after the
date  hereof  or  was  entered  into not more than three years prior to the date
hereof.  Neither any officer, director, nor five percent (5%) shareholder of the
Company  has,  or  has  had  since inception of the Company, any known interest,
direct  or indirect, in any such transaction with the Company which was material

<PAGE>

to  the business of the Company.  The Company has no commitment, whether written
or  oral,  to  lend any funds to, borrow any money from, or enter into any other
transaction  with,  any  such  affiliated  person.

     Section 2.16     The Company Schedules.  Within ten (10) days following the
                      ---------------------
Closing, the Company will deliver to Sunshine the following schedules, which are
collectively  referred  to  as  the  "Company  Schedules"  and  which consist of
separate schedules, which are dated the date of this Agreement, all certified by
the  principal  executive  officer  of  the  Company  to  be complete, true, and
accurate  in  all  material  respects  as  of  the  date  of  this  Agreement:

          (a)  a  schedule  containing  complete  and  accurate  copies  of  the
     Certificate  of  Incorporation and Bylaws of the Company as in effect as of
     the  date  of  this  Agreement;

          (b)  a schedule containing a description of all real property owned by
     the  Company, together with a description of every mortgage, deed of trust,
     pledge,  lien,  agreement,  encumbrance,  claim,  or equity interest of any
     nature  whatsoever  in  such  real  property;

          (c)  copies  of  all  licenses,  permits,  and  other  governmental
     authorizations (or requests or applications therefor) pursuant to which the
     Company  carries  on  or  proposes  to  carry on its business (except those
     which, in the aggregate, are immaterial to the present or proposed business
     of  the  Company);  and

          (d)  a schedule setting forth any other information, together with any
     required  copies of documents, required to be disclosed by the Company. Any
     fact  known to be, or to the best knowledge of the Company after reasonable
     investigation,  reasonably believed to be, contrary to the representations,
     covenants,  and  warranties made in Article II are required to be disclosed
     in  the  Company  Schedules  pursuant  to  this  Section  2.16(d).

     The  Company shall cause the Company Schedules and the instruments and data
delivered  to Sunshine hereunder to be promptly updated after the date hereof up
to  and  including  the  Closing  Date.

     It is understood and agreed that not all of the schedules referred to above
have  been  completed  or  are  available  to  be furnished by the Company.  The
Company  shall  have  until  January 31, 2006 to provide such schedules.  If the
Company cannot or fails to provide the schedules required by this Section, or if
Sunshine  or  the  Sunshine  Members find any such schedules or updates provided
after  the  date hereof to be unacceptable, Sunshine or the Sunshine Members may
terminate this Agreement by giving written notice to the Company within five (5)
days  after  the  schedules or updates were due to be produced or were provided.
For  purposes  of  the  foregoing, the Sunshine may consider a disclosure in the
Company  Schedules  to be "unacceptable" only if that item would have a material
adverse  impact  on  the  financial  condition of the Company, taken as a whole.

     Section  2.17    Valid  Obligation.   This Agreement and all agreements and
                      -----------------
other  documents  executed  by the Company in connection herewith constitute the
valid  and binding obligation of the Company, enforceable in accordance with its
or  their  terms, except as may be limited by bankruptcy, insolvency, moratorium
or  other  similar laws affecting the enforcement of creditors' rights generally
and  subject to the qualification that the availability of equitable remedies is
subject  to the discretion of the court before which any proceeding therefor may
be  brought.

     Section  2.18    Liabilities.   The  Company  acknowledges  that  it  will
                      -----------
have  no  liabilities  outstanding  on  the  Closing Date (as defined in Section
3.02).

     Section  2.19    Approval  of the Exchange by the Company''s Shareholders.
                      --------------------------------------------------------
The  transactions  contemplated by this Agreement do not require the approval of
the  Company''s  shareholders.

     Section  2.20    The  Directors  of  the  Company  shall have approved the
Exchange  Offer  and  the  related  transactions  described  herein.

<PAGE>

     Section 2.21     Approval of the Exchange Offer and related transactions by
the  Company''s  Shareholders  is not required by Delaware law or the Company''s
Certificate  of  Incorporation  or  Bylaws  or  any  amendments  thereto.


                                   ARTICLE III

                                PLAN OF EXCHANGE

     Section  3.01    The  Exchange.  (i)  On  the  terms  and  subject  to the
                      -------------
conditions  set  forth  in  this  Agreement,  on the Closing Date (as defined in
Section 3.02), each Sunshine Member who shall elect to accept the Exchange Offer
described  herein  shall  assign,  transfer  and  deliver, free and clear of all
liens, pledges, encumbrances, charges, restrictions or known claims of any kind,
nature,  or description, their ownership interests of Sunshine set forth herein,
in  the  aggregate  constituting  100%  of  the ownership interests of Sunshine.
After  the  acquisition of 100% of the ownership interests of Sunshine, Sunshine
shall  become  a  majority-owned  subsidiary  of  the  Company.

     Section 3.01(ii) The  Sunshine  Members  will  receive Thirty-Five Thousand
(35,000)  shares  of  the  Company''s  common  stock  for every one percent (1%)
ownership interest of Sunshine held or an aggregate amount of Three Million Five
Hundred  Thousand  (3,500,000) shares of the Company''s Common Stock.  Following
the execution of this Agreement, the Sunshine Members shall own 3,500,000 shares
out  of  6,600,000 shares outstanding in the Company, representing approximately
Fifty-Three  percent  (53%)  of  the  Company's  then  outstanding Common Stock.

     Section  3.02    Closing.  The  closing  ("Closing")  of  the  transaction
                      -------
contemplated  by  this  Agreement  shall  be  on  a date and at such time as the
parties may agree ("Closing Date") but not later than December 31, 2005, subject
to  the right of the Company or Sunshine to extend such Closing Date by up to an
additional ten (10) days.  Such Closing shall take place at a mutually agreeable
time  and  place.  At  Closing,  or  immediately  thereafter, the following will
occur:

          a)  The  Sunshine  Members shall surrender the certificates evidencing
     100%  of the ownership interests of Sunshine, so as to make the Company the
     sole  owner  thereof;

          b)  The Company will issue and deliver 3,500,000 newly issued treasury
     shares  of  the Company''s Common Stock in the name of the Sunshine Members
     in  accordance  with  this  Agreement;  and

          c)  At  the  Closing,  the  Company, Sunshine and each of the Sunshine
     Members  shall  execute,  acknowledge,  and  deliver (or shall ensure to be
     executed,  acknowledged, and delivered) any and all certificates, opinions,
     financial  statements, schedules, agreements, resolutions, rulings or other
     instruments  required  by  this Agreement to be so delivered at or prior to
     the  Closing, together with such other items as may be reasonably requested
     by  the  parties  hereto  and  their  respective  legal counsel in order to
     effectuate  or  evidence  the  transactions  contemplated  hereby.

     Section  3.03    Name  Change.   The   Company   will  change  its name to
                      -------------
Sunshine  Group,  Inc.  in connection with the transactions contemplated by this
Agreement.

     Section  3.04    Tradability  of Shares. The shares of the Common Stock of
                      ----------------------
the  Company to be issued to the Sunshine Members have not been registered under
the 1933 Act, nor registered under any state securities law, and are "restricted
securities"  as  that  term  is  defined  in  Rule  144 under the 1933 Act.  The
securities  may  not  be  offered for sale, sold or otherwise transferred except

<PAGE>

pursuant  to an effective registration statement under the 1933 Act, or pursuant
to an exemption from registration under the 1933 Act. The shares to be issued to
the  Sunshine  Members  will  bear  the  following  restrictive  legend:

""THE  SHARES 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  SOLD,  TRANSFERRED,  PLEDGED,  OR  HYPOTHECATED  WITHOUT  EITHER:  i)
REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES  LAWS, OR ii) SUBMISSION TO THE CORPORATION OF AN OPINION OF COUNSEL,
SATISFACTORY  TO  THE  CORPORATION THAT SAID SHARES AND THE TRANSFER THEREOF ARE
EXEMPT  FROM  THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT OF 1933 AND
APPLICABLE  STATE  SECURITIES  LAWS.""

     Section  3.05    Anti-Dilution.  The  number  of  shares of the Company''s
                      -------------
Common Stock issuable upon the Exchange Offer shall be appropriately adjusted to
take  into  account  any other stock split, stock dividend, reverse stock split,
recapitalization,  or  similar  change  in the Company''s Common Stock which may
occur  (i)  between  the date of the execution of this Agreement and the Closing
Date.

     Section  3.06    Termination.
                      -----------

          (a)  This Agreement may be terminated by the board of directors of the
     Company,  the  managers  of Sunshine or by the Sunshine Members at any time
     prior  to  the  Closing  Date  if:

               (i)  there shall be any actual or threatened action or proceeding
          before  any  court  or  any  governmental  body  which  shall  seek to
          restrain,  prohibit,  or  invalidate  the transactions contemplated by
          this  Agreement  and which, in the judgment of such board of directors
          or  managers made in good faith and based upon the advice of its legal
          counsel,  makes  it  inadvisable  to  proceed  with  the  Exchange;

               (ii)  any of the transactions contemplated hereby are disapproved
          by  any  regulatory authority whose approval is required to consummate
          such  transactions (which does not include the Securities and Exchange
          Commission) or in the judgment of such board of directors or managers,
          made  in  good  faith  and  based  on  the advice of counsel, there is
          substantial  likelihood that any such approval will not be obtained or
          will  be  obtained  only  on  a condition or conditions which would be
          unduly burdensome, making it inadvisable to proceed with the Exchange;
          or

               (iii)  if  Sunshine  Members  representing  less than one hundred
          (100%)  of  the  ownership interests of Sunshine agree to the Exchange
          Offer.

     In  the  event  of  termination  pursuant to this paragraph, no obligation,
     right  or liability shall arise hereunder, and each party shall bear all of
     the  expenses  incurred by it in connection with the negotiation, drafting,
     and  execution  of this Agreement and the transactions herein contemplated.

          (b)  This Agreement may be terminated by the board of directors of the
     Company  at  any  time  prior  to  the  Closing  Date  if:

               (i)  the  board  of  directors  of the Company determines in good
          faith  that one or more of the Company's conditions to Closing has not
          occurred,  through  no  fault  of  the  Company.

               (ii)  The  Company  takes  the  termination  action  specified in
          Section  1.17  as  a  result  of Sunshine Schedules or updates thereto
          which  the  Company  finds  unacceptable;  or

<PAGE>

               (iii)  Sunshine shall fail to comply in any material respect with
          any  of  its covenants or agreements contained in this Agreement or if
          any  of the representations or warranties of Sunshine contained herein
          shall  be inaccurate in any material respect, where such noncompliance
          or  inaccuracy  has  not been cured within ten (10) days after written
          notice  thereof.

     If  this  Agreement  is  terminated  pursuant  to  this  paragraph,  this
     Agreement  shall be of no further force or effect, and no obligation, right
     or  liability  shall  arise  hereunder, except that Sunshine shall bear the
     costs  in  connection  with  the negotiation, preparation, and execution of
     this Agreement and qualifying the offer and sale of securities to be issued
     in  the Exchange under the registration requirements, or exemption from the
     registration  requirements,  of  state  and  federal  securities  laws.

          (c) This Agreement may be terminated by the managers of Sunshine or by
     the  Sunshine  Members  at  any  time  prior  to  the  Closing  Date  if:

               (i) the managers of Sunshine determines in good faith that one or
          more  of Sunshine's conditions to Closing has not occurred, through no
          fault  of  Sunshine;

               (ii)  Sunshine  takes the termination action specified in Section
          2.16  as  a  result  of the Company Schedules or updates thereto which
          Sunshine  finds  unacceptable;

               (iii)  on  or  before December 31, 2005, if Sunshine notifies the
          Company  that  Sunshine's investigation pursuant to Section 4.01 below
          has  uncovered  information  which  it  finds unacceptable by the same
          criteria  set  forth  herein;  or

               (iv)  The  Company  shall  fail to comply in any material respect
          with any of its covenants or agreements contained in this Agreement or
          if  any  of the representations or warranties of the Company contained
          herein  shall  be  inaccurate  in  any  material  respect,  where such
          noncompliance  or  inaccuracy  has not been cured within ten (10) days
          after  written  notice  thereof.

     If  this  Agreement  is  terminated  pursuant  to  this  paragraph,  this
     Agreement  shall be of no further force or effect, and no obligation, right
     or  liability  shall  arise  hereunder.

     No  revenue  ruling or opinion of counsel will be sought as to the tax-free
nature  of  the  subject  Exchange  and such tax treatment is not a condition to
Closing  herein.


                                   ARTICLE IV

                               SPECIAL COVENANTS

     Section  4.01    Access  to  Properties  and Records.   The  Company  and
                      -----------------------------------
Sunshine  will each afford to the officers and authorized representatives of the
other  full  access  to  the  properties,  books  and  records of the Company or
Sunshine,  as the case may be, in order that each may have a full opportunity to
make  such reasonable investigation as it shall desire to make of the affairs of
the  other,  and  each will furnish the other with such additional financial and
operating  data  and  other information as to the business and properties of the
Company  or  Sunshine,  as the case may be, as the other shall from time to time
reasonably request. Any such investigation and examination shall be conducted at
reasonable times and under reasonable circumstances, and each party hereto shall
cooperate  fully  therein.  No  investigation  by a party hereto shall, however,
diminish  or  waive in any way any of the representations, warranties, covenants
or  agreements of the other party under this Agreement. In order that each party
may  investigate  as  it  may wish the business affairs of the other, each party
shall  furnish the other during such period with all such information and copies

<PAGE>

of such documents concerning the affairs of it as the other party may reasonably
request, and cause its officer, employees, consultants, agents, accountants, and
attorneys to cooperate fully in connection with such review and examination, and
to  make  full  disclosure to the other parties all material facts affecting its
financial condition, business operations, and the conduct of operations. Without
limiting  the  foregoing,  as  soon  as practicable after the end of each fiscal
quarter  (and  in any event through the last fiscal quarter prior to the Closing
Date), the Company shall provide Sunshine with quarterly internally prepared and
unaudited  financial  statements  for  all  periods  up  to the date of Closing.

     Section  4.02    Delivery of Books and Recordsand the Company''s Accounts.
                      --------------------------------------------------------
At  the  Closing,  Sunshine shall deliver to the Company copies of the corporate
minute  books,  books  of  account,  contracts,  records, and all other books or
documents  of Sunshine now in the possession of Sunshine or its representatives.

     Section  4.03    Third  Party  Consents and Certificates.  The Company and
                      ---------------------------------------
Sunshine  agree  to  cooperate  with  each other in order to obtain any required
third party consents to this Agreement and the transactions herein contemplated.

     Section  4.04    Consent of Sunshine Members.  Sunshine shall use its best
                      ---------------------------
efforts  to  obtain  the  consent  of all Sunshine Members to participate in the
Exchange.

     Section  4.05    Exclusive  Dealing  Rights.  Until  5:00  P.M.  Eastern
                      --------------------------
Daylight  Time  on  December  31,  2005.

          (a)  In  recognition  of  the  substantial  time  and effort which the
     Company  has spent and will continue to spend in investigating Sunshine and
     its  business  and  in  addressing  the matters related to the transactions
     contemplated  herein,  each  of which may preempt or delay other management
     activities, neither Sunshine, nor any of its managers, officers, employees,
     representatives  or  agents will directly or indirectly solicit or initiate
     any  discussions  or  negotiations  with,  or,  except  where  required  by
     fiduciary  obligations  under  applicable  law  as  advised  by  counsel,
     participate  in  any  negotiations  with  or  provide any information to or
     otherwise  cooperate  in any other way with, or facilitate or encourage any
     effort  or attempt by, any corporation, partnership, person or other entity
     or  group  (other  than the Company and its directors, officers, employees,
     representatives  and  agents)  concerning  any  merger, sale of substantial
     assets, sale of the ownership interests, (including without limitation, any
     public  or  private offering of ownership interests of Sunshine) or similar
     transactions involving Sunshine (all such transactions being referred to as
     "  Sunshine  Acquisition  Transactions"). If Sunshine receives any proposal
     with  respect  to  a  Sunshine Acquisition Transaction, it will immediately
     communicate  to the Company the fact that it has received such proposal and
     the  principal  terms  thereof.

          (b)  In  recognition of the substantial time and effort which Sunshine
     has  spent  and will continue to spend in investigating the Company and its
     business  and  in  addressing  the  matters  related  to  the  transactions
     contemplated  herein,  each  of which may preempt or delay other management
     activities,  neither  the  Company,  nor  any  of  its officers, employees,
     representatives, shareholders or agents will directly or indirectly solicit
     or initiate any discussions or negotiations with, or, except where required
     by  fiduciary  obligations  under  applicable  law  as  advised by counsel,
     participate  in  any  negotiations  with  or  provide any information to or
     otherwise  cooperate  in any other way with, or facilitate or encourage any
     effort  or attempt by, any corporation, partnership, person or other entity
     or  group  (other  than  Sunshine  and its manager(s), directors, officers,
     employees,  representatives  and  agents)  concerning  any  merger, sale of
     substantial  assets,  sale  of  shares of capital stock, (including without
     limitation,  any  public  or  private  offering  of the Common Stock of the
     Company  or  similar  transactions  involving  the  Company  (all  such
     transactions  being  referred to as "Company Acquisition Transactions"). If
     the  Company  receives  any  proposal with respect to a Company Acquisition
     Transaction,  it  will immediately communicate to Sunshine the fact that it
     has  received  such  proposal  and  the  principal  terms  thereof.

     Section  4.06    Actions  Prior  to  Closing.
                      ---------------------------

          (a)  From  and after the date of this Agreement until the Closing Date
     and  except  as set forth in the Company Schedules or Sunshine Schedules or
     as  permitted  or  contemplated by this Agreement, the Company and Sunshine
     respectively  (subject  to  paragraph  (b)  below),  will  each:

               (i)  carry on its business in substantially the same manner as it
          has  heretofore;

               (ii)  maintain  and  keep its properties in states of good repair
          and  condition  as at present, except for depreciation due to ordinary
          wear  and  tear  and  damage  due  to  casualty;

               (iii)  maintain  in full force and effect insurance comparable in
          amount  and  in  scope  of  coverage  to  that  now  maintained by it;

               (iv)  perform  in  all  material  respects all of its obligations
          under  material  contracts,  leases,  and  instruments  relating to or
          affecting  its  assets,  properties,  and  business;

               (v)  use  its  best efforts to maintain and preserve its business
          organization  intact, to retain its key employees, and to maintain its
          relationship  with  its  material  suppliers  and  customers;  and

               (vi)  fully  comply with and perform in all material respects all
          obligations and duties imposed on it by all federal and state laws and
          all  rules,  regulations,  and  orders  imposed  by  federal  or state
          governmental  authorities.

          (b)  From and after the date of this Agreement until the Closing Date,
     neither  the  Company  nor  Sunshine  will:

               (i)  make  any  changes  in  the  Certificate of Incorporation or
          Bylaws  in the case of the Company, or in the Articles of Organization
          in  the  case  of  Sunshine,  except  as  otherwise  provided  in this
          Agreement;

               (ii)  take  any  action  described in Section 1.07 in the case of
          Sunshine,  or  in Section 2.07, in the case of the Company (all except
          as  permitted  therein  or  as  disclosed  in  the  applicable party's
          schedules);

               (iii)  enter  into  or  amend  any  contract, agreement, or other
          instrument  of  any  of the types described in such party's schedules,
          except  that  a party may enter into or amend any contract, agreement,
          or  other  instrument in the ordinary course of business involving the
          sale  of  goods  or  services;  or

               (iv)  sell  any  assets  or  discontinue any operations, sell any
          shares  of  capital  stock  in  the case of the Company, any ownership
          interests in the case of Sunshine, or conduct any similar transactions
          other  than  in  the  ordinary  course  of  business.

     Section  4.07    Indemnification.
                      ---------------

          (a)  The  Company  hereby agrees to indemnify Sunshine and each of the
     managers,  officers,  agents,  and  directors  of  Sunshine and each of the
     Sunshine  Members as of the date of execution of this Agreement against any
     loss,  liability, claim, damage, or expense (including, but not limited to,
     any  and  all  expense  whatsoever  reasonably  incurred  in investigating,

<PAGE>

     preparing, or defending against any litigation, commenced or threatened, or
     any  claim  whatsoever), to which it or they may become subject arising out
     of or based on any inaccuracy appearing in or misrepresentation made by the
     Company  under  this  Agreement.  The  indemnification provided for in this
     paragraph  shall  survive  the Closing and consummation of the transactions
     contemplated  hereby  and  termination  of  this  Agreement.

     Section  4.08    Indemnification  of  Subsequent  Corporate  Actions.
                      ---------------------------------------------------

               (1)  No officer,  director,  controlling  shareholder,  agent  or
                    representative of the Company, or any other person currently
                    affiliated with the Company, has offered or agreed to assist
                    in  the  promotion, market making, development, enhancement,
                    or  support  of the Company''s business, capital raising, or
                    securities  market.

               (2)  Sunshine  hereby  represents  and  warrants  that  it  will
                    indemnify  and  hold  harmless  any  officer,  director,
                    controlling  shareholder,  agent  or  representative  of the
                    Company,  or  any  other person affiliated with the Company,
                    from  any  decisions,  activities, or conduct of the Company
                    contemporaneous  with,  or  subsequent  to  this  Agreement.


                                   ARTICLE V

               CONDITIONS PRECEDENT TO OBLIGATIONS OF THE COMPANY

     The  obligations  of  the  Company  under this Agreement are subject to the
satisfaction,  at  or  before  the  Closing  Date,  of the following conditions:

     Section  5.01    Accuracy of Representations and Performance of Covenants.
                      --------------------------------------------------------
The  representations and warranties made by Sunshine in this Agreement were true
when  made  and shall be true at the Closing Date with the same force and effect
as  if  such  representations  and warranties were made at and as of the Closing
Date  (except  for changes therein permitted by this Agreement).  Sunshine shall
have  performed  or  complied with all covenants and conditions required by this
Agreement  to  be  performed  or  complied  with  by Sunshine prior to or at the
Closing.  The  Company  shall  be furnished with a certificate, signed by a duly
authorized  manager  of  Sunshine  and  dated the Closing Date, to the foregoing
effect.

     Section  5.02    No  Material  Adverse Change.  Prior to the Closing Date,
                      ----------------------------
there  shall  not  have occurred any material change in the financial condition,
business,  or  operations  of  Sunshine nor shall any event have occurred which,
with the lapse of time or the giving of notice, is determined to be unacceptable
using  the  criteria  set  forth  in  Section  1.17.

     Section  5.03    Approval  by  Sunshine  Members.  The Exchange shall have
                      -------------------------------
been  approved,  and  shares  delivered  in accordance with Section 3.01, by the
holders  of  not  less  than  one  hundred  (100%) of the ownership interests of
Sunshine.

     Section  5.04    No  Governmental  Prohibition.  No  order, statute, rule,
                      -----------------------------
regulation,  executive  order, injunction, stay, decree, judgment or restraining
order  shall have been enacted, entered, promulgated or enforced by any court or
governmental  or  regulatory  authority  or  instrumentality which prohibits the
consummation  of  the  transactions  contemplated  hereby.

     Section  5.05    Consents.  All consents, approvals, waivers or amendments
                      --------
pursuant  to  all contracts, licenses, permits, trademarks and other intangibles
in  connection  with  the transactions contemplated herein, or for the continued
operation  of  the  Company  and Sunshine after the Closing Date on the basis as
presently  operated  shall  have  been  obtained.

<PAGE>

                                   ARTICLE VI

                CONDITIONS PRECEDENT TO OBLIGATIONS OF SUNSHINE
                            AND THE SUNSHINE MEMBERS

     The  obligations  of Sunshine and the Sunshine Members under this Agreement
are subject to the satisfaction, at or before the Closing Date, of the following
conditions:

     Section  6.01    Accuracy of Representations and Performance of Covenants.
                      --------------------------------------------------------
The  representations  and  warranties made by the Company in this Agreement were
true  when  made  and  shall  be true as of the Closing Date (except for changes
therein  permitted  by this Agreement) with the same force and effect as if such
representations  and  warranties  were  made  at  and  as  of  the Closing Date.
Additionally,  the  Company shall have performed and complied with all covenants
and  conditions  required  by this Agreement to be performed or complied with by
the Company and shall have satisfied all conditions set forth herein prior to or
at the Closing.  Sunshine shall have been furnished with certificates, signed by
duly authorized executive officers of the Company and dated the Closing Date, to
the  foregoing  effect.

     Section  6.02    No  Material  Adverse Change.  Prior to the Closing Date,
                      ----------------------------
there shall not have occurred any change in the financial condition, business or
operations  of  the  Company  nor  shall any event have occurred which, with the
lapse  of  time  or the giving of notice, is determined to be unacceptable using
the  criteria  set  forth  in  Section  2.16.

     Section  6.03    No  Governmental  Prohibition.  No  order, statute, rule,
                      -----------------------------
regulation,  executive  order, injunction, stay, decree, judgment or restraining
order  shall have been enacted, entered, promulgated or enforced by any court or
governmental  or  regulatory  authority  or  instrumentality which prohibits the
consummation  of  the  transactions  contemplated  hereby.

     Section  6.04    Consents.  All consents, approvals, waivers or amendments
                      --------
pursuant  to  all contracts, licenses, permits, trademarks and other intangibles
in  connection  with  the transactions contemplated herein, or for the continued
operation  of  the  Company  and Sunshine after the Closing Date on the basis as
presently  operated  shall  have  been  obtained.

     Section  6.05    Other  Items.   Sunshine   shall  have  received  further
                      ------------
opinions,  documents,  certificates, or instruments relating to the transactions
contemplated  hereby  as  Sunshine  may  reasonably  request.

                                  ARTICLE VII

                                 MISCELLANEOUS

     Section  7.01    No  Bankruptcy  and No Criminal Convictions.   None of the
                      -------------------------------------------
Parties to the Agreement, nor their managers, officers, directors or affiliates,
promoters,  beneficial  shareholders,  members  or  control  persons,  nor  any
predecessor  thereof  have  been  subject  to  the  following:

          (a)  Any bankruptcy petition filed by or against any business of which
     such person was a general partner or executive officer within the past five
     (5)  years;

          (b)  Any  conviction  in  a  criminal proceeding or being subject to a
     pending  criminal  proceeding (excluding traffic violations and other minor
     offenses);

          (c)  Being subject to any order, judgment, or decree, not subsequently
     reversed,  suspended  or  vacated,  of any court of competent jurisdiction,

<PAGE>

     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting  his  involvement  in  any type of business, securities or banking
     activities;  and

          (d)  Being  found  by  a  court  of competent jurisdiction (in a civil
     action),  the  Securities  and  Exchange  Commission  (the  ""SEC"") or the
     Commodity  Futures  Trading  Commission to have violated a federal or state
     securities  or  commodities  law,  and  the judgment has not been reversed,
     suspended,  or  vacated.

     Section  7.02    Broker/Finder''s Fee.   No broker''s or finder''s fee will
                      --------------------
be  paid in connection with the transaction contemplated by this Agreement other
than fees payable to persons registered as broker-dealers pursuant to Section 15
of  the  Securities  Exchange Act of 1934.  The Company and Sunshine agree that,
except  as  set forth herein and on Schedule 7.02 attached hereto, there were no
brokers  or  finders  involved  in  bringing  the  parties  together or who were
instrumental  in  the  negotiation, execution or consummation of this Agreement.
The  Company and Sunshine each agree to indemnify the other against any claim by
any third person other than those described above for any commission, brokerage,
or  finder's  fee arising from the transactions contemplated hereby based on any
alleged agreement or understanding between the indemnifying party and such third
person,  whether  express or implied from the actions of the indemnifying party.

     Section  7.03    Governing  Law  and Arbitration.  This  Agreement shall be
                      -------------------------------
governed  by,  enforced,  and construed under and in accordance with the laws of
the United States of America and, with respect to the matters of state law, with
the  laws of the State of Texas without giving effect to principles of conflicts
of  law  thereunder.  All  controversies,  disputes  or claims arising out of or
relating  to  this  Agreement  shall  be  resolved  by binding arbitration.  The
arbitration  shall  be  conducted  in accordance with the Commercial Arbitration
Rules  of  the  American Arbitration Association.  All arbitrators shall possess
such  experience  in,  and  knowledge of, the subject area of the controversy or
claim so as to qualify as an ""expert"" with respect to such subject matter. The
governing  law for the purposes of any arbitration arising hereunder shall be in
Texas.  The  prevailing  party  shall  be  entitled  to  receive  its reasonable
attorney''s  fees and all costs relating to the arbitration.  Any award rendered
by  arbitration  shall be final and binding on the parties, and judgment thereon
may  be  entered  in  any  court  of  competent  jurisdiction.

     Section  7.04    Notices.  Any notice or other communications required  or
                      -------
permitted  hereunder  shall  be  in  writing  and shall be sufficiently given if
personally  delivered to it or sent by telecopy, overnight courier or registered
mail  or  certified  mail,  postage  prepaid,  addressed  as  follows:

     If  to  the  Company,  to:   Nano  Holdings  International,  Inc.

                                  -----------------------------

                                  -----------------------------

                                  -----------------------------

      If  to  Sunshine,  to:      Sunshine  Group  LLC

                                  -----------------------------

                                  -----------------------------

                                  -----------------------------

     With  copies  to:            David  M.  Loev,  Attorney  at  Law
                                  2777  Allen  Parkway
                                  Suite  1000
                                  Houston,  Texas  77019

or  such  other  addresses  as shall be furnished in writing by any party in the
manner  for giving notices hereunder, and any such notice or communication shall
be  deemed to have been given (i) upon receipt, if personally delivered, (ii) on

<PAGE>

the  day  after  dispatch, if sent by overnight courier, (iii) upon dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days  after  mailing,  if  sent  by  registered  or  certified  mail.

     Section  7.05    Attorney's  Fees.   In   the   event  that  either  party
                      ----------------
institutes any action or suit to enforce this Agreement or to secure relief from
any default hereunder or breach hereof, the prevailing party shall be reimbursed
by  the  losing  party  for  all  costs,  including  reasonable attorney's fees,
incurred  in  connection  therewith  and in enforcing or collecting any judgment
rendered  therein.

     Section  7.06    Confidentiality.  Each party hereto agrees with the other
                      ---------------
that, unless and until the transactions contemplated by this Agreement have been
consummated,  it and its representatives will hold in strict confidence all data
and information obtained with respect to another party or any subsidiary thereof
from  any  representative,  manager,  officer, director or employee, or from any
books or records or from personal inspection, of such other party, and shall not
use  such  data or information or disclose the same to others, except (i) to the
extent  such  data or information is published, is a matter of public knowledge,
or  is  required by law to be published; or (ii) to the extent that such data or
information  must  be  used or disclosed in order to consummate the transactions
contemplated  by  this  Agreement.  In  the  event  of  the  termination of this
Agreement,  each  party  shall return to the other party all documents and other
materials obtained by it or on its behalf and shall destroy all copies, digests,
work  papers, abstracts or other materials relating thereto, and each party will
continue  to  comply  with  the  confidentiality  provisions  set  forth herein.

     Section  7.07    Public  Announcements  and  Filings.  Unless  required by
                      -----------------------------------
applicable  law  or  regulatory  authority,  none  of the parties will issue any
report,  statement  or press release to the general public, to the trade, to the
general trade or trade press, or to any third party (other than its advisors and
representatives in connection with the transactions contemplated hereby) or file
any  document,  relating  to  this  Agreement  and the transactions contemplated
hereby,  except  as  may  be mutually agreed by the parties.  Copies of any such
filings,  public  announcements  or  disclosures, including any announcements or
disclosures  mandated  by  law  or regulatory authorities, shall be delivered to
each  party  at  least  one  (1)  business  day  prior  to  the release thereof.

     Section  7.08    Schedules;  Knowledge.  Each party is presumed to have
                      ---------------------
full knowledge  of all information set forth  in  the  other  party's schedules
delivered pursuant  to  this  Agreement.

     Section  7.09     Third  Party  Beneficiaries.  This  contract  is strictly
                       ---------------------------
between  the  Company  and  Sunshine  and  the  Sunshine Members, and, except as
specifically  provided,  no  manager,  director, officer, member (other than the
Sunshine  Members),  stockholder, employee, agent, independent contractor or any
other  person  or entity shall be deemed to be a third party beneficiary of this
Agreement.

     Section  7.10    Expenses.  The  Company and Sunshine each hereto agree to
                      ---------
pay  its own costs and expenses incurred in negotiating this Agreement including
legal,  accounting  and  professional  fees,  incurred  in  connection  with the
Exchange  or  any of the other transactions contemplated hereby, and those costs
and  expenses  incurred  in  consummating  the  transactions  described  herein.

     Section  7.11    Entire  Agreement.  This  Agreement represents the entire
                      -----------------
agreement  between  the  parties  relating  to  the  subject  matter thereof and
supersedes  all  prior  agreements,  understandings and negotiations, written or
oral,  with  respect  to  such  subject  matter.


     Section  7.12    Survival;  Termination.  The representations, warranties,
                      ----------------------
and  covenants  of the respective parties shall survive the Closing Date and the
consummation  of  the  transactions  herein contemplated for a period of two (2)
years.

     Section  7.13    Counterparts.  This Agreement may be executed in multiple
                      ------------
counterparts,  each  of which shall be deemed an original and all of which taken
together  shall  be  but  a  single  instrument.

<PAGE>

     Section  7.14    Amendment  or  Waiver.  Every  right  and remedy provided
                      ---------------------
herein  shall be cumulative with every other right and remedy, whether conferred
herein,  at law, or in equity, and may be enforced concurrently herewith, and no
waiver  by  any party of the performance of any obligation by the other shall be
construed  as  a  waiver  of the same or any other default then, theretofore, or
thereafter  occurring  or existing.  At any time prior to the Closing Date, this
Agreement may by amended by a writing signed by all parties hereto, with respect
to  any  of  the  terms  contained  herein,  and  any  term or condition of this
Agreement may be waived or the time for performance may be extended by a writing
signed  by  the  party  or  parties for whose benefit the provision is intended.

     Section  7.15    Best Efforts.  Subject to the terms and conditions herein
                      ------------
provided,  each  party  shall  use  its  best  efforts to perform or fulfill all
conditions  and  obligations  to  be  performed  or  fulfilled  by it under this
Agreement  so  that the transactions contemplated hereby shall be consummated as
soon  as practicable.  Each party also agrees that it shall use its best efforts
to  take,  or cause to be taken, all actions and to do, or cause to be done, all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate  and  make effective this Agreement and the transactions contemplated
herein.

     Section  7.16    Faxed  Copies.   For   purposes   of   this  Agreement, a
                      -------------
faxed  signature  will  constitute  an  original  signature.

     Section  7.17    Severability.   The  invalidity  or  unenforceability  of
                      ------------
any  term,  phrase, clause, paragraph, restriction, covenant, agreement or other
provision  of  this Agreement shall in no way affect the validity or enforcement
of  any  other  provision  or  any  part  thereof.







     [Remainder of page left intentionally blank.  Signature page follows.]

















<PAGE>

     IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly authorized, as of the
date  first-above  written.


                              NANO  HOLDINGS  INTERNATIONAL,  INC.


                              BY:  /s/  David  Rector
                                   -----------------------------------------
                                   David  Rector,  Chief  Executive  Officer


                              SUNSHINE  GROUP  LLC


                              BY:  /s/  Marion  R.  Barnes
                                   ----------------------------------------
                                   Marion  R.  Barnes,  Managing  Member


SUNSHINE MEMBERS:


/s/ Marion R. Barnes
----------------------------------------------
Marion R. Barnes
58.5% ownership interest in Sunshine Group LLC


/s/ William D. Blanchard
----------------------------------------------
William D. Blanchard
29.7% ownership interest in Sunshine Group LLC


/s/ James Lundeen, Jr.
----------------------------------------------
James Lundeen, Jr.
10% ownership interest in Sunshine Group LLC


/s/ Robert Barnes
---------------------------------------------
Robert Barnes
1.8% ownership interest in Sunshine Group LLC

<PAGE>