SHARE PURCHASE AGREEMENT



EXHIBIT 10.1

SHARE
PURCHASE AGREEMENT




       This Agreement made as
of the 30th day of June, 2008 ("Agreement"), by and between Huong Tran, with an
 address  at 2549 Eastbluff Drive, Suite 215 Newport Beach, CA 92660
("Seller"), and American Fries of Utah, LLC. with an address at P.O. Box 681107
Park City, UT 84068-1107 ("Purchaser").







W I T N
E S S E T H:




       WHEREAS, Seller is the
 record  owner and holder of 3,000  Common Shares, par value
$.0001 par value (the "Shares"), of DKR HOLDINGS,   INC.,  a
 Delaware  corporation  ("Corporation"),   which
Corporation has 3,000  shares of common stock, issued and outstanding as of
the date of this Agreement, as more fully described in the attached Exhibit
A.




       WHEREAS, Purchaser
desires  to purchase all 3,000 of the Shares from Seller,  which
constitutes 100% of the  Corporation's  issued  and
 outstanding shares as  of the date of this Agreement and Seller
desires to sell such Shares upon the terms and conditions hereinafter set
forth;




       NOW,  THEREFORE,
 in  consideration  of  the foregoing and of the mutual
covenants  and  agreements  contained  in  this
 Agreement,  and  in  order  to consummate  the
purchase and sale of the Corporation's  Shares,  it  is
 hereby agreed, as follows:




       1.
   PURCHASE  AND SALE OF SHARES.  Subject to the terms
and conditions of this Agreement, Purchaser  agrees  to purchase at
the Closing and the Seller agrees to sell to Purchaser at the Closing,
 3,000 of Seller's Shares for a total price of Forty Thousand and 00/100
dollars ($40,000.00) (the "Purchase Price").




       2.
   PAYMENT.  At  the  Closing,  as defined
below, Purchaser will pay the Purchase Price in full to Seller by wire
transfer.




       3.
   CLOSING.  The purchase and  sale of the Shares shall
take place on or before June 30, 2008; at 1055 W 7th Street,
 Los Angeles,  CA  90017 (the "Closing").  At the Closing,
Purchaser shall deliver to Seller, in cash, by wire transfer to  an account
to be designated by Seller, the Purchase Price in the amount of Forty Thousand
and 00/100 dollars ($40,000.00).  Upon receipt of funds, Seller shall
deliver  the  following  to Purchaser:  (a)  the
certificates representing  the  Shares transferred hereunder, duly
endorsed for transfer to the Purchaser or accompanied  by  appropriate
stock powers, (b) the original  of the Certificate of Incorporation and
 bylaws,  (c)  all  corporate books and records
 (including  all accounting records and SEC filings to date); and
 (d)  written resignations of  incumbent  directors
 and  officers  of  the Corporation (the "Closing
Documents").

 

       4.
   REPRESENTATIONS   AND  WARRANTIES  OF
 SELLER.   Seller,  as  sole director  and
 officer  of  Corporation,  hereby  represents
 and  warrants  to Purchaser that:




a)

  Corporation is a  corporation  duly
organized and validly existing and in good standing under the laws  of
 the State of Delaware and has the corporate power and authority to carry
 on the business it is now being conducted.  Corporation and/or Seller
 do not require any consent and/or authorization, declaration or filing
 with  any government  or  regulatory  authority
 to  undertake  any  actions herein;

b)

  Corporation  has  filed  with  the
 United  States  Securities and Exchange Commission (`SEC") a
registration statement on Form 10-SB effective pursuant to the Securities
Exchange Act of 1934 and is a reporting company pursuant to Section 12(g)
thereunder.

c)

  Corporation  has  timely  filed
 and  is  current  on  all reports required to be filed
by it pursuant to Sections 13 and 15  of  the Securities Exchange Act
of 1934.

d)

  Corporation   is   newly
 formed  with  no  financial  information available
other than the financial information included in its SEC filings;

e)

  There  are  no  legal  actions,
  suits,  arbitrations,  or  other administrative,
legal or governmental  proceedings  threatened  or pending
 against  the  Corporation  and/or Seller  or against
the Seller  or  other  employee,  officer, director or
stockholder of  Corporation.  Additionally, Seller is not aware
of any facts which may/might  result  in  or  form  a
basis  of  such  action,  suit, arbitration or other
proceeding on any basis whatsoever;

f)

   The Corporation has no subsidiaries  or
 any  direct  or  indirect ownership
  interest  in   any  other
 corporation,  partnership, association, firm or business in any
manner;

g)

   The Corporation and/or Seller  does not
have in effect nor has any present intention to put into effect  any
 employment  agreements, deferred    compensation,
  pension   retirement   agreements   or
arrangements,   options   arrangements,   bonus,
  stock  purchase agreements, incentive or profit-sharing
plans;

h)

   No person or firm has, or will have, any right,
interest  or valid claim  against  the  Corporation
 for any commission, fee or other compensation in connection with the sale
of the Shares herein as a finder or broker or in any similar capacity as a
result of any act or omission by the Corporation and/or  Seller  or
anyone acting on  behalf of the Corporation and/or Seller;

i)

   The  business  and operation of the
Corporation has  and  will  be conducted  in
 accordance   with   all   applicable
 laws,  rules, regulations,  judgments.   Neither
 the  execution,   delivery  or performance  of
this Agreement (A) violates the Corporation's  by-laws, Certificate
 of Incorporation, Shareholder Agreements or any existing resolutions;
 and, (B) will cause the Corporation to lose any  benefit  or
 any right  or  privilege  it  enjoys  under
 the Securities Act ("Act") or other applicable state securities laws;

j)

   Corporation has not conducted any business
and/or entered into any  agreements with third-parties;

k)

   This Agreement has been duly executed and
delivered by constitutes a valid and binding instrument, enforceable in
accordance with its terms and does not  conflict  with  or result
in a breach of or in violation of the terms, conditions or provisions of any
agreement, mortgage,  lease  or  other  instrument  or
  indenture  to  which  Corporation and/or Seller
a party or by which they are bound;

l)

   Seller  is the legal and beneficial owner
of the  Shares  and  has good and  marketable  title
 thereto, free and clear of any liens, claims, rights and encumbrances;

m)

 Seller warrants that the Corporation  being
 transferred  shall be transferred with no liabilities and little or
no assets, and shall defend and hold Purchaser and the Corporation harmless
against any action  by any third party against either of them arising out
 of, or as a consequence  of,  any  act  or
 omission  of Seller or the   Corporation prior to, or
during the closing contemplated  by  this contract of sale; and,

n)

   The information contained on Exhibit A is true
and correct.




       5.
   REPRESENTATIONS  AND  WARRANTIES  OF
 PURCHASER.  Purchaser hereby

represents and warrants to Seller that:




a)

   Purchaser has the power and authority to
 execute and deliver this Agreement,  to  perform his obligations
 hereunder  and  to consummate  the  transactions
 contemplated  hereby.  This Agreement has been duly executed and
delivered by purchaser and constitutes a valid and binding instrument,
enforceable in accordance with its terms;

b)

   The execution, delivery and performance  of
 this  Agreement is in compliance with and does not conflict with or
 result  in a breach  of  or  in  violation
 of  the terms, conditions or provisions  of  any
 agreement, mortgage,  lease  or  other instrument or
indenture to which Purchaser is a party or by which Purchaser is bound;

c)

   At no time was Purchaser presented with or
solicited by or through any leaflet,  public  promotional meeting,
television advertisement  or any other form of general solicitation or
advertising; and,

d)

   Purchaser is purchasing  the Shares solely
for his own account for the purpose of investment  and  not  with
a view to, or for sale in connection with, any distribution  of  any
 portion thereof in violation of any applicable securities law.

e)

   The  Purchaser  is  an
"accredited investor" as defined under Rule 501 under the Securities Act.

f)

   Purchaser hereby agrees  that  such
shares are restricted pursuant to  Rule  144 and therefore
 subject  to  Rule  144  resale requirements.




       6.
   NOTICES.  Notice shall  be given by certified mail,
return receipt requested, the date of notice being deemed  the  date
 of  postmarking. Notice, unless either party has notified the other
of an alternative  address  as provided hereunder, shall be sent to
the address as set forth herein:




                    Seller:
         Huong Tran

                                        CEO
and Director

                                        DKR
Holdings, Inc.

                                        2549
Eastbluff Drive, Suite 215

                                        Newport
Beach, CA 92660 USA




                    Purchaser:
  American Fries of Utah, LLC.

   
     c/o Gerald Bush, Manager

                                        P.O.
Box 681107

  
      Park City, UT 84068-1107 USA

                                        

       7.
   GOVERNING LAW.  This Agreement  shall  be
interpreted and governed in  accordance  with the laws of the State of
California.    The parties herein waive trial by jury.  In
the event that litigation results or arise out of this Agreement or the
 performance  thereof,  the  parties agree that the
prevailing party is entitled to reimbursement for the non-prevailing  party
 of reasonable attorney's fee, costs, expenses, in addition to any other
relief to  which  the prevailing party may be entitled.




       8.
   CONDITIONS  TO  CLOSING.   The
 Closing  is  conditioned  upon the fulfillment  by
 the  Seller  of  the  satisfaction  of the
representations and warranties made herein being true and correct in all
material  respects  as  of the date of Closing.




       9.
   SEVERABILITY.  In the event that any term, covenant,
condition, or other  provision  contained  herein  is
 held  to be invalid, void or otherwise unenforceable by any court of
competent jurisdiction,  the  invalidity  of  any such
 term,  covenant, condition, provision or Agreement shall in no way
affect any other term, covenant, condition or provision or Agreement contained
herein, which shall remain in full force and effect.




       10.   ENTIRE
AGREEMENT.  This Agreement contains all of the terms agreed upon by the
parties  with  respect to the subject matter hereof. This Agreement
has been entered into after full investigation.




       11.
  INVALIDITY.  If  any  paragraph of this Agreement
shall be held or declared to be void, invalid or illegal,  for  any
 reason,  by  any  court  of competent
 jurisdiction,  such  provision shall be ineffective but shall
not in any way invalidate or effect any  other  clause,
 Paragraph, section or part of this Agreement.




       12.   GENDER
AND NUMBER; SECTION HEADINGS.  Words importing a particular gender mean and
include the other gender and words  importing a singular number mean and
include the plural number and vice versa, unless  the  context clearly
indicated  to the contrary.  The section and other headings contained
 in  this Agreement are  for  reference purposes only and
shall not affect the meaning or interpretation of this Agreement.




       13.
  AMENDMENTS.  No amendments or additions to this Agreement shall
be binding unless in writing,  signed  by both parties, except as
herein otherwise provided.




       14.
  ASSIGNMENT.  Neither party  may  assign this
Agreement without the express  written  consent of the other party.
 Any  agreed  assignment  by  the Seller shall be
effectuated  by  all the necessary corporate authorizations and
governmental and/or regulatory filings.




       15.   CLOSING
DOCUMENTS.  Seller  and  Purchaser  agree, at any time, to
execute,  and  acknowledge  where  appropriate,  and
 to deliver  any  and  all documents/instruments,  and
take such further action, which  may  necessary  to carry out the
terms, conditions,  purpose  and  intentions  of  this
Agreement. This paragraph shall survive the Closing.




       16.
  EXCLUSIVE  AGREEMENT;  AMENDMENT.  This
 Agreement supersedes  all prior  agreements  or
 understandings  among the parties with  respect  to
 its subject matter with respect thereto and cannot be changed or
terminated orally.




       17.
  FACSIMILE SIGNATURES. Execution  of this Agreement and delivery
of signed copies thereof by facsimile signatures from  the parties hereto
or their agents is acceptable to the parties who waive any objections  or
defenses based upon lack of an original signature.




       18.
  PUBLICITY.    Except  as otherwise required by
law,  none  of  the parties  hereto  shall  issue
 any press  release  or  make  any  other
 public statement, in each case relating  to,  connected
 with  or  arising out of this Agreement or the matters contained
herein, without obtaining the prior approval of  the  other  to
the contents and the manner of presentation and  publication thereof.




       IN WITNESS
 WHEREOF,  and  intending  to  be  legally bound,
the parties hereto have signed this Agreement by their duly authorized officers
the day and year first above written.

 




/s/
Gerald Bush______________

/s/
Huong Tran_____________

By:
Gerald Bush, Manager

Huong
Tran

American Fries of
Utah, LLC.










DKR
HOLDINGS, INC.

A
DELAWARE CORPORATION




DKR
Holdings,  Inc.,  a  Delaware  corporation
 ("Company"),  is  a  fully reporting  company
 and  its  Common Stock is registered under  the
 Securities Exchange Act of 1934, as amended.







CORPORATE INFORMATION




		
	
Company
Name
	
DKR Holdings,
Inc.

	
State of
Incorporation
	
State of
Delaware on October 25, 2006

	
Common
Stock
	
100,000,000
authorized; $0.0001 par; 3,000 issued

	
Preferred
Stock
	
20,000,000
authorized; $0.0001 par; 0 issued

	
Fiscal
Year-End
	
12/31

	
SEC Reporting
Status
	
Fully
reporting; current in all SEC filings

	
SEC FILE / CIK
Numbers
	
000-52649/0001399841