ex10-13.htm


    Exhibit
10.13


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    AMENDED
AND RESTATED

    


    STOCK
PURCHASE AGREEMENT

    


    Between

    


    MOPIE
(BVI) LIMITED

    


    and

    


    LUCKYBULL
LIMITED

    


    


    


    


    Dated
August 1, 2008

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    AMENDED
AND RESTATED STOCK PURCHASE AGREEMENT

    


    THIS
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (hereinafter referred to as this
"Agreement") is entered into as of this 1st day of August 2008, by and between
MOPIE (BVI) LIMITED, a British Virgin Islands company (hereinafter referred to
as the "Company"), LUCKYBULL LIMITED, a British Virgin Islands company
(hereinafter referred to as "LUCKYBULL"), and Tan Kee Chen, who has an address
of Block 234 #12-438, Yishun Street 21, Singapore 760234, and passport number
A13990595 (the "LUCKYBULL Shareholder") who owns one hundred percent (100%) of
the issued and outstanding shares of LUCKYBULL, upon the following
premises:

    


    Premises.

    


    WHEREAS,
the parties previously entered into a Stock Purchase Agreement or around
December 6, 2007, which the Company’s British Virgin Island’s counsel has
determined that certain aspects of the Stock Purchase Agreement was not correct
pursuant to British Virgin Island’s law, and therefore the parties desire to
enter into this Amended and Restated Stock Purchase Agreement to correct such
defects;

    


    WHEREAS,
this Agreement shall amend, restate, replace and supersede in its entirety, the
terms and conditions of the original Stock Purchase Agreement;

    


    WHEREAS,
the LUCKYBULL Shareholder owns one hundred percent (100%) of the issued and
outstanding shares of the capital stock of LUCKYBULL;

    


    WHEREAS,
the Company is a privately held company incorporated under the laws of the
British Virgin Islands;

    


    WHEREAS,
LUCKYBULL is a privately held company incorporated under the laws of the British
Virgin Islands (“BVI”);

    


    WHEREAS,
the Company desires to acquire 100% of the issued and outstanding shares of
LUCKYBULL in exchange for a Convertible Promissory Note in the aggregate amount
of $30,000,000 Singapore dollars (the “Note”) and (the "Purchase Offer" or the
“Purchase”), so that LUCKYBULL will become a wholly owned subsidiary of the
Company; and

    


    WHEREAS,
the LUCKYBULL Shareholder desires to exchange all of his capital stock of
LUCKYBULL solely in exchange for the Note.

    


    Hereafter, all references to USD$,
shall refer to United States dollars, and all references to S$, shall refer to
Singapore dollars.

    


    


    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 LUCKYBULL AND THE
LUCKYBULL SHAREHOLDER

    


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

    


     

     

    
      
        
        

      

      
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                Section
      1.01

              	
                Organization.  LUCKYBULL
      is a company duly incorporated, validly existing, and in good
      standing under the laws of the British Virgin Islands 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
      LUCKYBULL Schedules are complete and correct copies of the Memorandum and
      Articles of Association of LUCKYBULL ( “Articles” )  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
      LUCKYBULL's  Articles.  LUCKYBULL has taken all
      actions required by law, its Articles, or otherwise to authorize the
      execution and delivery of this Agreement.  LUCKYBULL has full
      power, authority, and legal right and has taken all action required by
      law, its Articles and otherwise to consummate the transactions herein
      contemplated.

              
	 
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Section
      1.02

              	
                Capitalization.  The
      authorized capital of LUCKYBULL is USD$500,000 divided into 50,000,000
      ordinary shares of USD$1.00 each, of which 8,100,000 shares or (USD$81,000
      paid up) are currently issued and outstanding and no preferred
      shares. 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.

              
	 
      	 
      	 
      
	
                Section
      1.03

              	
                Subsidiaries and
      Predecessor Corporations.  Save for its wholly-owned
      subsidiary, Molong Information Technology (Shanghai) Co., Ltd, LUCKYBULL
      does not have any predecessor corporation(s) or subsidiary(ies), and does
      not own, beneficially or legally, any shares of any other
      corporation.

              
	 
      	 
      	 
      
	
                Section
      1.04

              	
                Other
      Information.

              
	 
      	 
      	 
      
	 
      	
                (a)

              	
                Except
      as otherwise provided in the LUCKYBULL Schedules, LUCKYBULL has no
      material 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)

              	
                LUCKYBULL
      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 LUCKYBULL are in all material respects complete and
      correct and have been maintained in accordance with good business and
      accounting practices.

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                LUCKYBULL
      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 LUCKYBULL set forth in this Agreement and in the
      LUCKYBULL 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, LUCKYBULL has fully disclosed in writing to the Company (through
      this Agreement or the LUCKYBULL Schedules) all information relating to
      matters involving LUCKYBULL 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 LUCKYBULL, 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 LUCKYBULL, 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.

              


      

       

       

       

       

       

      
        
          
          

        

        
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                Section
      1.06

              	
                Options or
      Warrants.  Except as otherwise provided in this
      Agreement, there are no existing options, warrants, calls, or commitments
      of LUCKYBULL of any character relating to the authorized and unissued
      LUCKYBULL common shares,

              
	 
      	 
      	 
      
	
                Section
      1.07

              	
                Absence of Certain
      Changes or Events.  Except as set forth in this Agreement
      or the LUCKYBULL Schedules, since inception on 20th
      of July 2005:

              
	 
      	 
      	 
      
	 
      	
                (a)

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

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                LUCKYBULL
      has not (i) amended its Articles (other than as supplied to LUCKYBULL in
      connection with Section 1.17, below); (ii) declared or made, or agreed to
      declare or make, any payment of dividends or distributions of any assets
      of any kind whatsoever to shareholders or purchased or redeemed, or agreed
      to purchase or redeem, any of its capital shares; (iii) waived any rights
      of value which in the aggregate are outside of the ordinary course of
      business or material considering the business of LUCKYBULL; (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 officer or employee; (vii)
      increased 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 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 officers, directors, or
      employees;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                LUCKYBULL
      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 with the exception of its Memorandum of understanding
      and mandate with PCG BVI 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 LUCKYBULL; and

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                 To
      the best knowledge of LUCKYBULL, LUCKYBULL 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 LUCKYBULL.

              
	 
      	 
      	 
      
	
                Section
      1.08

              	
                Title and Related
      Matters.  No third party has any right to, and LUCKYBULL
      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 LUCKYBULL or any material
      portion of its properties, assets, or rights.

              
	 
      	 
      	 
      
	
                Section
      1.09

              	
                Litigation and
      Proceedings.  Except as otherwise provided in this
      Agreement, there are
      no actions, suits, or proceedings pending or, to the knowledge of
      LUCKYBULL after reasonable investigation, threatened by or against
      LUCKYBULL or affecting LUCKYBULL 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.  LUCKYBULL
      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.

              


      

       

       

       

      
        
          
          

        

        
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                 Section
      1.10

              	
                Contracts.

              
	 
      	 
      	 
      
	 
      	
                (a)

              	
                With
      the exception of the sale and purchase agreement dated 22 August
      2007entered into between the Luckybull Shareholder and Enzer Corporation
      Limited, which the parties are currently in the process of rescinding,
      there are no material contracts, agreements, franchises, license
      agreements, debt instruments or other commitments to which LUCKYBULL is a
      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 LUCKYBULL is a party and which are material
      to the operations of LUCKYBULL taken as a whole are valid and enforceable
      by LUCKYBULL in all material respects, except as limited by bankruptcy and
      insolvency laws and by other laws affecting the rights of creditors
      generally;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                LUCKYBULL
      is not a party to or bound by, and the properties of LUCKYBULL 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 LUCKYBULL;
      and

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                Except
      as included or described in the LUCKYBULL Schedules, LUCKYBULL 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 LUCKYBULL 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 providing 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 LUCKYBULL.

              
	 
      	 
      	 
      
	
                Section
      1.11

              	
                Material Contract
      Defaults.  LUCKYBULL 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 LUCKYBULL and there is no event of
      default in any material respect under any such contract, agreement, lease,
      or other commitment in respect of which LUCKYBULL 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 LUCKYBULL 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 LUCKYBULL
      Schedules, LUCKYBULL
      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 LUCKYBULL of this Agreement and the consummation
      by LUCKYBULL of the transactions contemplated
    hereby.

              
	 	 
      	 
      


      

       

       

       

       

       

      
        
          
          

        

        
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                Section
      1.14

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

              
	 
      	 
      	 
      
	
                Section
      1.15

              	
                Approval of
      Agreement.  The Board of Directors of LUCKYBULL has
      authorized the execution and delivery of this Agreement by LUCKYBULL and
      has approved this Agreement and the transactions contemplated hereby, and
      will recommend to the LUCKYBULL Shareholder that the Purchase Offer be
      accepted by him

              
	 
      	 
      	 
      
	
                Section
      1.16

              	
                Material Transactions
      or Affiliations.  Set forth in the LUCKYBULL Schedules is
      a description, if applicable, of every contract, agreement, or arrangement
      between LUCKYBULL 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 LUCKYBULL to own beneficially, five
      percent (5%) or more of the issued and outstanding common shares of
      LUCKYBULL 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 LUCKYBULL Schedules or
      otherwise disclosed herein, no officer, director, or five percent (5%)
      shareholder of LUCKYBULL has, or has had since inception of LUCKYBULL, any
      known interest, direct or indirect, in any transaction with LUCKYBULL
      which was material to the business of LUCKYBULL.  There are no
      commitments by LUCKYBULL, 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

              	
                LUCKYBULL
      Schedules.  LUCKYBULL will deliver to the Company the
      following schedules, if such schedules are applicable to the business of
      LUCKYBULL (unless such requirement is waived by the Company), which are
      collectively referred to as the " LUCKYBULL Schedules" and which consist
      of separate schedules dated as of the date of execution of this Agreement,
      all certified by the chief executive officer of LUCKYBULL 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 Certificate of
      Incorporation and Articles of LUCKYBULL in effect as of the date of this
      Agreement;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                a
      schedule containing any Corporate Resolutions of the Shareholders of
      LUCKYBULL;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                a
      schedule containing Minutes of meetings of the Board of Directors of
      LUCKYBULL;

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                a
      schedule containing its Register of Members indicating the name and
      address of each shareholder of LUCKYBULL together with the number of
      shares owned by him, her or it; and

              
	 
      	
                (e)

              	
                a
      schedule setting forth any other information, together with any required
      copies of documents, required to be disclosed by
  LUCKYBULL.

              
	 
      	 
      	 
      
	
                LUCKYBULL
      shall cause the LUCKYBULL 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 LUCKYBULL.  LUCKYBULL shall have
      until December 31, 2008 to provide such schedules.  If LUCKYBULL
      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 LUCKYBULL 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 LUCKYBULL Schedules to be "unacceptable" only
      if that item would have a material adverse impact on the financial
      condition of LUCKYBULL, taken as a
whole.

              


      

       

       

       

      
        
          
          

        

        
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                Section
      1.18

              	
                Valid
      Obligation.  This Agreement and all agreements and other
      documents executed by LUCKYBULL in connection herewith constitute the
      valid and binding obligation of LUCKYBULL, 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 LUCKYBULL Shareholder. In event the Note is not
      repaid, and the LUCKYBULL Shareholder acquires the Shares (as described
      below under Section 3.01), such LUCKYBULL Shareholder confirms and
      acknowledges that he will receive the Shares for his 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 LUCKYBULL Shareholder
      has read, understands and has consulted with his legal counsel regarding
      the limitations and requirements of Section 5 of the 1933 Act. The
      LUCKYBULL Shareholder 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
      1.19

              	
                Exemption from
      Registration. The Purchase and
      the transactions contemplated thereby, meet an exemption from registration
      pursuant to Regulation S promulgated under the 1933
Act.

              
	 
      	 
      
	 
      	 
      
	
                ARTICLE
      II

              
	 
      	 
      
	
                REPRESENTATIONS,
      COVENANTS, AND WARRANTIES OF THE COMPANY

              
	 
      	 
      
	
                As
      an inducement to, and to obtain the reliance of LUCKYBULL and the
      LUCKYBULL Shareholders, 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 company duly incorporated, validly existing, and in good
      standing under the laws of the British Virgin Islands 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 Memorandum and Articles of Association 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
      Memorandum and Articles of Association.  The Company has taken
      all action required by law, its Memorandum and Articles of Association, 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 Memorandum and Articles of Association, or
      otherwise to consummate the transactions herein
    contemplated.

              


      

       

       

       

       

      
        
          
          

        

        
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                Section
      2.02

              	
                Capitalization.  The
      Company is authorized to issue 50,000,000 Common Shares, no par value of
      which 500,000 shares will be issued and outstanding on the closing date as
      set forth in Section 3.01(ii), as defined herein, and no preferred
      shares.  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.

              
	 
      	 
      	 
      
	
                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

              	
                Financial
      Condition.

              
	 
      	 
      	 
      
	 
      	
                (a)

              	
                The
      Company 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)

              	
                The
      books and records, financial and otherwise, of the Company are in all
      material aspects complete and correct and have been maintained in
      accordance with good business and accounting practices.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Section
      2.05

              	
                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 LUCKYBULL (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
      2.06

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

              
	 
      	 
      	 
      
	
                Section
      2.07

              	
                Absence of Certain
      Changes or Events.  Except as disclosed in Schedule 2.07,
      or permitted in writing by LUCKYBULL, 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 Memorandum and Articles of
      Association 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
      shareholders or purchase or redeem, or agree to purchase or redeem, any of
      its shares; (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;

              
	 
      	 


      

       

       

       

      
        
          
          

        

        
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                (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 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
      2.08

              	
                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
      2.09

              	
                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
      2.10

              	
                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.

              


      

       

       

       

       

       

      
        
          
          

        

        
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                (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,
      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 providing 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
      2.11

              	
                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
      2.12

              	
                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 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
      2.13

              	
                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
      2.14

              	
                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
      2.15

              	
                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
      2.16

              	
                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 Shares 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 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.

              


      

       

       

       

       

      
        
          
          

        

        
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                Section
      2.17

              	
                The Company
      Schedules.  Within ten (10) days following the Closing,
      the Company will deliver to LUCKYBULL the following schedules (unless such
      requirement is waived by LUCKYBULL), 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 chief 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 Memorandum and
      Articles of Association of the Company as in effect as of the date of this
      Agreement;

              
	 
      	 
      	 
      
	 
      	
                (b)

              	
                 certified
      list from the Company’s Transfer Agent and/or Registered Agent setting
      forth the name and address of each shareholder of the Company together
      with the number of shares owned by him, her or it;

              
	 
      	 
      	 
      
	 
      	
                (c)

              	
                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; and

              
	 
      	 
      	 
      
	 
      	
                (d)

              	
                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).

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

              
	 
      	 
      	 
      
	
                If
      the Company cannot or fails to provide the schedules required by this
      Section, or if LUCKYBULL or the LUCKYBULL Shareholder find any such
      schedules or updates provided after the date hereof to be unacceptable,
      LUCKYBULL or the LUCKYBULL Shareholder 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 after which
      time the Company will have an additional five days to
      produce.  For purposes of the foregoing, LUCKYBULL 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
      2.18

              	
                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
      2.19

              	
                Liabilities.   The
      Company acknowledges that it will have no liabilities outstanding on the
      Closing Date.

              
	 
      	 
      	 
      
	
                Section
      2.20

              	
                Approval of the
      Purchase by the Company’s Shareholders.  The transactions
      contemplated by this Agreement do not require the approval of the
      Company’s shareholders.

              


      

       

       

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

       

       

      
        	 
      	 
      	 
      
	
                Section
      2.21

              	
                The
      Directors of the Company shall have approved the Purchase Offer and the
      related transactions described herein.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                ARTICLE
      III

              
	 
      	 
      	 
      
	
                PLAN
      OF PURCHASE

              
	 
      	 
      	 
      
	
                Section
      3.01

              	
                The
      Purchase.  (i)  On the terms and subject to the
      conditions set forth in this Agreement, on the Closing Date (as defined in
      Section 3.02), the LUCKYBULL Shareholder shall elect to accept the
      Purchase Offer described herein and shall assign, transfer and deliver,
      free and clear of all liens, pledges, encumbrances, charges, restrictions
      or known claims of any kind, nature, or description, the number of common
      shares of LUCKYBULL set forth herein, in the aggregate constituting 100%
      of the issued and outstanding common shares of LUCKYBULL.  After
      the acquisition of 100% of the outstanding shares of LUCKYBULL, LUCKYBULL
      shall become a wholly owned subsidiary of the Company

              
	 
      	 
      	 
      
	
                Section
      3.01(ii)

              	
                The
      LUCKYBULL Shareholder will receive the Note, payable within 180 days of
      the date of the Closing of the Purchase, or, in the event the Note is not
      paid within 180 days of the Closing of the Purchase, the LUCKYBULL
      Shareholder shall receive 4,500,000 shares in the Company, representing
      90% of the Company’s then outstanding shares (the
    “Shares”).

              
	 
      	 
      	 
      
	
                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, 2008, subject to the right of the
      Company or LUCKYBULL 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
      LUCKYBULL Shareholder shall surrender the share certificates evidencing
      100% of the shares of LUCKYBULL, duly endorsed with Medallion Guaranteed
      share powers so as to make the Company the sole owner
    thereof;

              
	 
      	
                b)

              	
                The
      Company will issue and deliver the Note to the LUCKYBULL
      Shareholder;

              
	 
      	
                c)

              	
                the
      LUCKYBULL Shareholder shall deliver duly executed instruments to the
      Company in respect of all of the shares exchanged pursuant to the Purchase
      Offer; and

              
	 
      	
                d)

              	
                At
      the Closing, the Company, LUCKYBULL and the LUCKYBULL Shareholder 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.  Among other things, the Company shall provide an
      opinion of counsel acceptable to LUCKYBULL as to such matters as LUCKYBULL
      may reasonably request, which shall include, but not be limited to, a
      statement, to the effect that to such counsel's best knowledge, after
      reasonable investigation, from inception until the Closing Date, 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 (such compliance including, but not
      being limited to, the filing of all reports to date with federal and state
      securities authorities).

              
	 
      	 
      	 
      
	
                Section
      3.03

              	
                Tradability of
      Shares. The Shares of the Company to be issued to the LUCKYBULL
      pursuant to Section 3.01 above, in the event the Note is not repaid by the
      maturity date of such Note,  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 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 LUCKYBULL
      Shareholder will bear the following restrictive
    legend:

              


      

       

       

       

       

       

      
        
          
          

        

        
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                “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES 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 COMPANY OF AN OPINION OF COUNSEL, SATISFACTORY TO
      THE COMPANY 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
      3.04

              	
                Anti-Dilution.  The
      Company’s Shares issuable upon the terms and conditions of Section 3.01
      shall be appropriately adjusted to take into account any other share
      split, share dividend, division, combination, recapitalization, or similar
      change in the Company’s Common Shares which may occur (i) between the date
      of the execution of this Agreement and the Closing
Date.

              
	 
      	 
      	 
      	 
      
	
                Section
      3.05

              	
                Termination.

              
	 
      	 
      	 
      	 
      
	 
      	
                (a)

              	
                This
      Agreement may be terminated by the Board of Directors of either the
      Company or LUCKYBULL or by the LUCKYBULL Shareholder 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, made in good faith and based upon
      the advice of its legal counsel, makes it inadvisable to proceed with the
      Purchase;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (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, 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 Purchase; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                if
      the LUCKYBULL Shareholder does not agree to the Purchase
      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 LUCKYBULL Schedules or updates thereto which the Company finds
      unacceptable; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                LUCKYBULL
      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 LUCKYBULL 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.

              


      

       

       

       

       

       

      
        
          
          

        

        
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                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 LUCKYBULL 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 Purchase under the registration requirements, or exemption
      from the registration requirements, of state and federal securities
      laws.

              
	 
      	 
      	 
      	 
      
	 
      	
                (c)

              	
                This
      Agreement may be terminated by the Board of Directors of LUCKYBULL or by
      the LUCKYBULL Shareholder at any time prior to the Closing Date
      if:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                the
      Board of Directors of LUCKYBULL determines in good faith that one or more
      of LUCKYBULL's conditions to Closing has not occurred, through no fault of
      LUCKYBULL;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                LUCKYBULL
      takes the termination action specified in Section 2.17 as a result of the
      Company Schedules or updates thereto which LUCKYBULL finds
      unacceptable;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                on
      or before December 31, 2008, if LUCKYBULL notifies the Company that
      LUCKYBULL'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 Purchase 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 LUCKYBULL will each afford
      to the officers and authorized representatives of the other full access to
      the properties, books and records of the Company or LUCKYBULL, 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 LUCKYBULL, 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 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.

              


      

       

       

       

       

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

       

       

      
        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Section
      4.02

              	
                Delivery of Books and
      Records.  At the Closing, LUCKYBULL shall deliver to the
      Company copies of the corporate minute books, books of account, contracts,
      records, and all other books or documents of LUCKYBULL now in the
      possession of LUCKYBULL or its representatives.

              
	 
      	 
      	 
      	 
      
	
                Section
      4.03

              	
                Third Party Consents
      and Certificates.  The Company and LUCKYBULL 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 LUCKYBULL
      Shareholder.  LUCKYBULL shall use its best efforts to
      obtain the consent of the LUCKYBULL Shareholder to participate in the
      Purchase.

              
	 
      	 
      	 
      	 
      
	
                Section
      4.05

              	
                Exclusive Dealing
      Rights.  Until 5:00 P.M. Eastern Daylight Time on
      December 31, 2007.

              
	 
      	 
      	 
      	 
      
	 
      	
                (a)

              	
                In
      recognition of the substantial time and effort which the Company has spent
      and will continue to spend in investigating LUCKYBULL 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
      LUCKYBULL, nor any of its 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 capital
      shares, (including without limitation, any public or private offering of
      the common shares of LUCKYBULL) or similar transactions involving
      LUCKYBULL (all such transactions being referred to as " LUCKYBULL
      Acquisition Transactions").  If LUCKYBULL receives any proposal
      with respect to a LUCKYBULL 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 LUCKYBULL 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
      LUCKYBULL and its directors, officers, employees, representatives and
      agents) concerning any merger, sale of substantial assets, sale of capital
      shares, (including without limitation, any public or private offering of
      the Common Shares 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 LUCKYBULL 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 LUCKYBULL Schedules or as permitted
      or contemplated by this Agreement, the Company and LUCKYBULL 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; at
      present, except for depreciation due to ordinary wear and tear and damage
      due to casualty;

              


      

       

       

       

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

       

       

       

      
        	 
      	 
      	 
      	 
      
	 
      	 
      	
                (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 LUCKYBULL will:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                make
      any changes in their Certificate of Incorporation or Memorandum and
      Articles of Association, except as otherwise provided in this
      Agreement;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                take
      any action described in Section 1.07 in the case of LUCKYBULL, 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 capital shares or
      conduct any similar transactions other than in the ordinary course of
      business.

              
	 
      	 
      	 
      	 
      
	
                Section
      4.07

              	
                Indemnification.

              
	 
      	 
      	 
      	 
      
	 
      	
                (a)

              	
                The
      Company hereby agrees to indemnify LUCKYBULL and each of the officers,
      agents, and directors of LUCKYBULL and the LUCKYBULL Shareholder 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, 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

              	
                [Intentionally
      Removed.]

              
	 
      	 
      	 
      	 
      
	
                Section
      4.09

              	
                Indemnification of
      Subsequent Corporate Actions.

              
	 
      	 
      	 
      	 
      
	 
      	
                (a)

              	
                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.

              
	 	 	 
	 
      	
                (b)

              	
                LUCKYBULL
      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, unless any such decisions, activities or
      conduct were made or taken (as the case may be) in a negligent manner by
      any officer, director, controlling shareholder, agent or representative of
      the Company, or any other person affiliated with the
    Company.

              
	 
      	 
      	 
      	 
      


      

       

       

       

       

       

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

       

       

      
        	 
      	 
      	 
      
	
                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 LUCKYBULL 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).  LUCKYBULL shall have performed or complied with all
      covenants and conditions required by this Agreement to be performed or
      complied with by LUCKYBULL prior to or at the Closing.  The
      Company shall be furnished with a certificate, signed by a duly authorized
      executive officer of LUCKYBULL and dated the Closing Date, to the
      foregoing effect].

              
	 
      	 
      	 
      
	
                Section
      5.02

              	
                Officer's
      Certificate.  The Company shall have been furnished with
      a certificate dated the Closing Date and signed by a duly authorized
      officer of LUCKYBULL to the effect that no litigation, proceeding,
      investigation, or inquiry is pending, or to the best knowledge of
      LUCKYBULL threatened, which might result in an action to enjoin or prevent
      the consummation of the transactions contemplated by this Agreement, or,
      to the extent not disclosed in the LUCKYBULL Schedules, by or against
      LUCKYBULL, which might result in any material adverse change in any of the
      assets, properties, business, or operations of
  LUCKYBULL.

              
	 
      	 
      	 
      
	
                Section
      5.03

              	
                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 LUCKYBULL 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
      5.04

              	
                Approval by
      LUCKYBULL Shareholder.  The
      Purchase shall have been approved, and shares delivered in accordance with
      Section 3.01, by the LUCKYBULL Shareholder.

              
	 
      	 
      	 
      
	
                Section
      5.05

              	
                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
      5.06

              	
                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 LUCKYBULL after the Closing Date on the basis as presently
      operated shall have been obtained.

              
	 
      	 
      	 
      


      

       

       

       

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

       

       

      
        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VI

              
	 
      	 
      	 
      	 
      
	
                CONDITIONS
      PRECEDENT TO OBLIGATIONS OF LUCKYBULL AND
      THE LUCKYBULL SHAREHOLDER

              
	 
      	 	 
      	 
      
	 
      	 
      	 
      	 
      
	
                The
      obligations of LUCKYBULL and the LUCKYBULL Shareholder 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.  LUCKYBULL shall have been furnished with a
      certificate, signed by duly authorized executive officers of the Company
      and dated the Closing Date, to the foregoing effect.

              
	 
      	 
      	 
      	 
      
	
                Section
      6.02

              	
                Officer's
      Certificate.  LUCKYBULL shall have been furnished with a
      certificate dated the Closing Date and signed by the duly authorized
      executive officer of the Company, to the effect that no litigation,
      proceeding, investigation or inquiry is pending, or to the best knowledge
      of the Company threatened, which might result in an action to enjoin or
      prevent the consummation of the transactions contemplated by this
      Agreement  or, to the extent not disclosed in the Company
      Schedules, by or against the Company, which might result in any material
      adverse change in any of the assets, properties or operations of the
      Company.

              
	 
      	 
      	 
      	 
      
	
                Section
      6.03

              	
                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 2.17.

              
	 
      	 
      	 
      	 
      
	
                Section
      6.04

              	
                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
      6.05

              	
                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 LUCKYBULL after the Closing Date on the basis as presently
      operated shall have been obtained.

              
	 
      	 
      	 
      	 
      
	
                Section
      6.06

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

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VII

              
	 
      	 
      	 
      	 
      
	
                MISCELLANEOUS

              
	 
      	 
      	 
      	 
      
	
                Section
      7.01

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

              
	 
      	 
      	 
      	 
      
	 
      	
                (a)

              	
                Any
      bankruptcy or insolvency 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);

              


      

       

       

       

       

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

       

       

       

      
        	 
      	
                (c)

              	
                Being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, 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 United States Securities Exchange Act of 1934.  The
      Company and LUCKYBULL 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 LUCKYBULL 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 New York 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 New York.  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:

              	
                Mopie
      (BVI) Limited

              
	 	 
      	
                P.O.
      Box 146, Road Town

              
	 	 
      	
                Tortola,
      British Virgin Islands

              
	 	 
      	 
      
	 	
                If
      to LUCKYBULL, to:

              	
                LUCKYBULL
      LIMITED

              
	 	 
      	
                Kingston
      Chambers, P. O. Box 173,

              
	 	 
      	
                Road
      Town, Tortola

              
	 	 
      	
                British
      Virgin Islands

              
	 	 
      	 
      
	 	
                With
      copies to:

              	
                David
      M. Loev, Esq.

              
	 	 
      	
                The
      Loev Law Firm, PC

              
	 	 
      	
                6300
      West Loop South,

              
	 	 
      	
                Suite
      280, Bellaire, Texas 77401

              
	 	 
      	
                Phone:
      (713) 524-4110

              
	 	 
      	
                Fax:
      (713) 524-4122

              


      

      


      


      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

      


      


      
        	
                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 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, 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 LUCKYBULL and the LUCKYBULL Shareholder, and, except as
      specifically provided, no director, officer, shareholder (other than the
      LUCKYBULL Shareholder), 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 LUCKYBULL 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 Purchase 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.

              


      

       

       

       

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

       

       

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

              


      

      


      


      


      
        	 
      	
                MOPIE
      (BVI) LIMITED

              
	 
      	 
      
	 
      	 
      
	 
      	
                BY:
      /s/ Tan Kee
      Chen

              
	 
      	
                Tan
      Kee Chen, Director

              
	 
      	 
      
	 
      	 
      
	 
      	
                LUCKYBULL
      LIMITED

              
	 
      	 
      
	 
      	 
      
	 
      	
                BY:
      /s/ Tan Kee Chen

              
	 
      	
                Tan
      Kee Chen, President

              
	 
      	 
      
	 
      	 
      


      

      


      


      LUCKYBULL
SHAREHOLDER:

      


      /s/
Tan Kee Chen

      Tan Kee
Chen

    

     

     

     

     

    
      
        
        

      

      
        -21-