Filed by Automated Filing Services Inc. (604) 609-0244 -





 EXHIBIT 10.1 

 SHARE EXCHANGE AGREEMENT 


THIS AGREEMENT is dated for reference the 28th day of January, 2005. 

 AMONG:

	 	Those Persons Named in Schedule “A” hereto 

       (the “Vendors”) 




AND:

	 	FAIRCHILD INTERNATIONAL CORPORATION 

       (the “Purchaser”) 




WHEREAS:

 (A) The Vendors are collectively the registered and beneficial
  owners of 100% of the outstanding shares (the “Shares”) of Syngas
  Energy Corp., each owning that number of shares set out opposite such Vendor’s
  name in Schedule “A” hereto; 

 (B) The Vendors have agreed to sell the Shares to the Purchaser
  and the Purchaser has agreed to purchase the Shares as provided herein; 

 THEREFORE for and in consideration of the premises, covenants
  and agreements herein set forth, the parties hereto agree as follows: 


1. DEFINITIONS AND INTERPRETATION 


1.1 In this Agreement: 

	 	(a)  “Closing Date” means
        the date on which the transactions contemplated in the  Share Exchange
        Agreement are complete currently contemplated to be within seven days 
        of the effective date of the consolidation of the shares of the Purchase
        on a 25 for 1 basis  as approved by the shareholders of the Purchaser
        on December 31, 2004;  

	 	 

	 	(b) “Company” means Syngas
        Energy Corp.;  

	 	 

	 	(c)  “Lien” means any
        mortgage, debenture, charge, hypothecation, pledge, lien, or  other
        security interest or encumbrance of whatever kind or nature, regardless
        of form and  









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	 	 whether consensual or arising by laws,
        statutory or otherwise that secures the payment of  any indebtedness
        or the performance of any obligation or creates in favour of or grants
        to  any person any proprietary right;  

	  	

	 	 (d)  “Purchase Shares”
        means a total of 30,000,000 post-consolidation common shares  in
        the capital of the Purchaser which are to be issued as consideration for
        the Shares, said  shares to be issued to the Vendors pro rata in
        accordance with their interest in the Shares,  in the amounts set
        out opposite their names in Schedule “A” hereto;  

	  	

	 	 (e)  “Purchaser” means
        Fairchild International Corporation.  




2. WARRANTIES AND REPRESENTATIONS 


2.1 Each of the Vendors severally warrants and represents to the Purchaser that: 

	 	 (a)  such Vendor is the registered
        and beneficial owner of the Shares set out opposite  his name in
        Schedule “A” hereto, free and clear of all Liens;  

	 	 

	 	 (b)  if the Vendor is a corporation,
        the Vendor is duly organized, validly existing, and  in good standing
        under the laws of the jurisdiction of its incorporation;  

	 	 

	 	 (c)  the Vendor has full power and
        authority (including, if the Vendor is a corporation,  full corporate
        power and authority) to execute and deliver this Agreement and to perform 
        his, her or its obligations hereunder. This Agreement constitutes the
        valid and legally  binding obligation of the Vendor. The Vendor is
        not required to obtain any authorization,  consent or approval of
        any person, including any court or governmental agency, in order 
        to complete the transactions contemplated by this Agreement;  

	 	 

	 	 (d)  the Vendor is the registered
        owner of the number of Shares set out opposite his  name in Schedule
        “A” hereto, free and clear of security interests, liens, charges, 
        encumbrances, spousal or community property rights, options, warrants,
        purchase rights,  contracts, commitments, equities, claims, demands
        or any other restrictions on transfer  (other than any restrictions
        under applicable laws relating to securities). The Vendor is  not
        a party to any option, warrant, purchase right, or other contract or commitment
        that  could require the Vendor to sell, transfer, or otherwise dispose
        of any Shares to any other  person. The Vendor is not a party to
        any voting trust, proxy, or other agreement or  understanding with
        respect to the voting of the Shares;  

	 	 

	 	 (e)  the Shares as set out opposite
        such Vendor’s name in Schedule “A” hereto are 
        validly issued and outstanding as fully paid and non-assessable shares
        in the capital of the  Company; and  

	 	 

	 	 (f)  the Vendor has been advised
        that there may be tax consequences to the Vendor  arising from the
        transactions contemplated hereby and the Vendor acknowledges that it 
        has been advised to seek its own counsel in this regard.  




2.2 The Vendors jointly and severally warrant and represent to the Purchaser that: 





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	 	 (a)  the Shares represent
        all of the issued and outstanding shares of the Company;  

	 	

	 	 (b)  no person has any agreement,
        right, option or privilege, consensual or arising by  law, present
        or future, contingent or absolute, or capable of becoming an agreement,
        right  or option:  

	 	 


	 	 	 (i)  to require the Company to issue any further or other
      shares in its capital or  any other security convertible or exchangeable
      into shares in its capital or to  convert or exchange any securities
      into or for shares in the capital of the  Company;  
	 	 	  
	 	 	 (ii)  for the issue or allotment of any of the authorized
      but unissued shares in  the capital of the Company;  
	 	 	  
	 	 	 (iii)  to require the Company to purchase, redeem or
      otherwise acquire any of  the issued and outstanding shares in the
      capital of the Company; or  
	 	 	  
	 	 	 (iv)  to purchase or otherwise acquire any shares in
      the capital of the Company;  




	 	 (c)  the Company is duly incorporated,
        validly existing and in good standing under its  jurisdiction of
        incorporation;  

	 	 

	 	 (d)  the Company now is and has
        since its incorporation been a “Canadian controlled  private
        corporation” within the meaning of the Income Tax Act (Canada); 
      

	 	 

	 	 (e)  all alterations to the constating
        documents of the Company since its incorporation,  have been duly
        approved by the shareholders of the Company and duly filed as required 
        other than as disclosed to the Purchaser;  

	 	 

	 	 (f)  the Company has the power,
        authority and capacity to carry on its business  presently conducted
        by it;  

	 	 

	 	 (g)  the Company has no liabilities; 
      

	 	 

	 	 (h)  the Company holds all licences
        and permits required for the conduct in the  ordinary course of the
        business currently conducted by it and for the uses to which its 
        assets have been or may be put and all such licences and permits are in
        good standing and  the conduct and uses of the same by it are in
        compliance with all laws, zoning and other  bylaws, building and
        other restrictions, rules, regulations and ordinances applicable to it, 
        and neither the execution and delivery of this Agreement nor the completion
        of the  purchase and sale hereby contemplated will give any person
        the right to terminate or  cancel the said licences or permits or
        affect such compliance;  

	 	 

	 	 (i)  the making of this Agreement
        and the completion of the transactions  contemplated hereby and the
        performance of and compliance with the terms hereof does  not and
        will not:  












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	 	 	 (i)  conflict with or result in
        a breach of or violate any of the terms,  conditions, or provisions
        of the constating documents of the Company;  

	 	 	 

	 	 	 (ii)  conflict with or result in
        a breach of or violate any of the terms, conditions  or provisions
        of any law, judgment, order, injunction, decree, regulation or ruling 
        of any court or governmental authority, domestic or foreign, to which
        the  Company or any of the Vendors are subject or constitute or result
        in a default  under any agreement, contract or commitment to which
        the Company or any of  the Vendors are a party;  

	 	 	 

	 	 	 (iii)  give to any person any remedy,
        cause of action, right of termination,  cancellation or acceleration
        in or with respect to any agreement, contract, or  commitment to
        which the Company is a party;  

	 	 	 

	 	 	 (iv)  give to any government or
        governmental authority, including any  governmental department, commission,
        bureau, board, or administrative agency  any right of termination,
        cancellation, or suspension of, or constitute a breach of  or result
        in a default under any permit, license, control, or authority issued to
        the  Company and which is necessary or desirable in connection with
        the conduct and  operation of its business and the ownership, leasing
        or use of its assets;  

	 	 	 

	 	 	 (v)  there is no basis for and there
        are no actions, suits, judgements,  investigations or proceedings
        outstanding or pending or threatened against or  affecting the Company
        at law or in equity or before or by any court or federal,  provincial,
        state, municipal or other governmental authority, department,  commission,
        board, tribunal, bureau or agency and neither the Company is a party 
        or threatened with any litigation.  




2.3 The Purchaser warrants and represents to the Vendors and the Company that: 

	 	 (a)  the Purchaser is a corporation
        duly incorporated, validly existing and in good  standing under the
        laws of its jurisdiction of incorporation and has the power, authority 
        and capacity to incur the obligations of the Purchaser created by this
        Agreement and to  carry out its terms; and  

	 	 

	 	 (b)  the execution and delivery
        of this Agreement and the completion of the  transactions contemplated
        hereby has been duly and validly authorized by all necessary  corporate
        action on the part of the Purchaser, and this Agreement constitutes a
        legal, valid  and binding obligation of the Purchaser in accordance
        with its terms except as limited by  laws of general application
        affecting the rights of creditors.  




3. PURCHASE AND SALE 

 3.1 On the basis of the warranties and representations set
  forth in §2 of this Agreement and subject to the terms and conditions of
  this Agreement, the Purchaser agrees to buy from the Vendors and the Vendors
  agree to sell to the Purchaser, the Shares on the Closing Date and the Purchaser
  agrees to issue the Purchase Shares as consideration therefore provided that
  it is acknowledged and agreed that certain of the Purchase Shares, as denoted
  in Schedule 








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 “A” hereto, will be issued in escrow to be released
  upon the Company having completed in first prototype unit and the Purchaser
  having raised a minimum of US$1,000,000 by way of equity private placements
  subsequent to the Closing Date. 


4. CONDITIONS 

 4.1 The obligations of the Purchaser to carry out the terms
  of this Agreement and to complete the purchase referred to in §3.1 hereof
  is subject to the following conditions: 

	 	 (a)  that on the Closing Date the
        warranties and representations of the Vendors as set  forth in §2.1
        of this Agreement are true in every particular as if such warranties and 
        representations had been made by the Vendors on the Closing Date; 
      

	 	 

	 	 (b)  that on the Closing Date, the
        Vendors will have delivered to the Purchaser, the  following documents: 
      

	 	 


	 	 	 (i)  share certificates representing the Shares, duly
      endorsed for transfer;  
	 	 	 
	 	 	 (ii)  a directors resolution of the directors of the
      Company approving the  transfer of the Shares;  
	 	 	 
	 	 	 (iii)  a share certificate in the name of the
      Purchaser representing the Shares as  transferred hereby;  
	 	 	 
	 	 	 (iv)  such other documentation as the Purchaser may reasonably
      request.  


 4.2 The conditions set forth in §5.1 of this Agreement
  are for the exclusive benefit of the Purchaser and may be waived by the Purchaser
  in writing in whole or in part on or before the Closing Date, but save as so
  waived, the completion of the purchase referred to in §3.1 hereof by the
  Purchaser will not prejudice or affect in any way the rights of the Purchaser
  in respect of the warranties and representations of the Vendors as set forth
  in §2.1 of this Agreement and the warranties and representations of the
  Vendors set forth in §2.1 of this Agreement will survive the Closing Date
  for a 24 month period after the Closing Date. 

 4.3 The obligation of the Vendors to carry out the terms of
  this Agreement and to complete the purchase referred to in §3.1 hereof
  is subject to the following conditions: 

	 	 (a)  that on the Closing Date, the warranties and representations
      of the Purchaser as  set forth in §2.3 of this Agreement are true
      in every particular as if they had been made  by the Purchaser on the
      Closing Date;  


 4.4 on the Closing Date, the Purchaser will have delivered
  to each of the Vendors certificates representing the Purchase Shares issuable
  to such Vendor as provided for in Schedule “A” hereto, it being
  acknowledged that such certificates will bear a legend evidencing that the Purchaser’s
  Shares represented by such certificate are “restricted securities”
  as defined in Rule 144 of the United States Securities Act of 1933. 








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 5. SURVIVAL OF OBLIGATIONS 

 5.1 Except as otherwise specifically provided herein, the
  obligations of the parties arising herefrom will not merge on the Closing Date.


 6. ENUREMENT 

 6.1 This Agreement will enure to the benefit of and be binding
  upon the parties hereto and their respective heirs, executors, administrators
  and permitted assigns. 

 7. GENERAL PROVISIONS 

 7.1 Time is of the essence of this Agreement. 

 7.2 The parties covenant and agree to execute and deliver
  all such further documents and instruments and to do all acts and things as
  may be necessary or desirable to carry out the full intent and meaning of this
  Agreement and to ensure to the Purchaser delivery of the Shares and to effect
  the payment of the Purchase Price to each of the Vendors. 

 7.3 The proper law of this Agreement is the law of the Province
  of British Columbia. 

 7.4 This Agreement may be executed in several counterparts
  and by facsimile transmission, each of which will be deemed to be an original
  and all of which will together constitute one and the same instrument. 

 IN WITNESS WHEREOF the parties have executed this Agreement on the ____ day
  of _______________ , 2005. 

	  	 FAIRCHILD INTERNATIONAL  
	  	 CORPORATION  
	  	 
	  	 /s/ Anish Somani  
	 Per:  	_______________________________ 
	  	 Authorized Signatory  











 SCHEDULE “A” 

	 Name of Vendor  	 Number of Vendor  

      Shares Held  	 Number of 
 Purchaser’s Shares 

      to be Received 	 Signature of Vendor
	 975110 Alberta  	 10,000,000  	 10,000,000* 	 /s/ Wilf Ouellette  
	 Draycott Investments

      Ltd.  	 10,000,000  	 10,000,000   	 /s/ Lawrence Collie  
	 Nilufar Jamani  	 10,000,000  	 10,000,000 	 /s/ Nilufar Jamani  
	  	 	 	 
	              
                           
           TOTALS 	 30,000,000  	 30,000,000 	  


*Subject to escrow as detailed in Section 3.1