SHARE PURCHASE AGREEMENT

         This Share Purchase Agreement ("Agreement"), dated as of May 17, 2004,
between Tonga Capital Corp ("TC") a Colorado Corporation, ("Seller") and
_________________ (the "Buyer"), a ____________________ Company.


                              W I T N E S S E T H:


A.   WHEREAS, TC is a corporation duly organized under the laws of the State of
     Colorado.

B.   WHEREAS, Buyer wishes to purchase an aggregate of 21,000,000 shares of
     newly issued TC common stock from TC, (the "Purchase Shares"), and Seller
     will retire 1,250,000 shares of common stock of Seller surrendered by old
     shareholders after all of the conditions under this contract have been
     performed and TC desires to sell the Purchase Shares to Buyer pursuant to
     this agreement.

C.       WHEREAS, prior to the transaction Buyer is not an affiliate of TC.

         NOW, THEREFORE, it is agreed among the parties as follows:


                                   ARTICLE I
                                The Consideration

     1.1  Subject to the conditions set forth herein, and the purchase set forth
          in 1.2 hereof Seller shall retire 1,250,000 shares  surrendered by old
          shareholders,.

     1.2  TC shall sell 21,000,000  shares to Buyer for $375,000 and Buyer shall
          purchase  said  shares,   under  the  terms  and  conditions  of  this
          agreement.

                                   ARTICLE II

                         Closing and Issuance of Shares

     2.1  The Purchase Shares  (21,000,000)  shall be issued by TC in escrow for
          delivery  to Buyer upon  deposit of the  consideration  of $375,000 in
          escrow for share purchase,  with escrow agent, M.A. Littman,  Attorney
          at Law  The  escrow  is  subject  to  satisfaction  of the  conditions
          precedent in Article V, and in Article VIII,  subsections  10, 11, 12,
          13, 14, and all other terms and conditions of this Agreement.


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     2.2  Closing  hereunder  shall be  completed  by release from escrow of the
          cash  consideration,  and purchase share certificates on or before May
          31, 2004 at 5:00 p.m. MDT ("Closing  Date") subject to satisfaction of
          the  terms  and  conditions  set forth  herein.  Consideration  may be
          delivered  by  Federal  Express  or wire  transfers,  and any  closing
          documents  may be delivered  by  facsimile,  Federal  Express or other
          appropriate means.

                                  ARTICLE III

           Representations, Warranties and Covenants of TC and Sellers

         TC hereby, represents, warrants and covenants to Buyer as follows:

     3.1  TC is a  corporation  duly  organized,  validly  existing  and in good
          standing  under  the  laws  of the  State  of  Colorado,  and  has the
          corporate power and authority  carry on its business.  The Articles of
          Incorporation and Amendments and Bylaws of TC, which will be delivered
          to Buyer at closing,  are complete and accurate,  and the minute books
          of TC,  copies of which have also been  delivered to Buyer,  contain a
          record,  which is complete and accurate in all material  respects,  of
          all meetings,  and all corporate actions of the shareholders and Board
          of Directors of TC.

     3.2  The authorized  capital stock of TC consists of 500,000,000  shares of
          common stock.  There are 3,377,539  shares  (approximately)  of Common
          Stock of TC issued and outstanding as of date hereof and will be prior
          to closing. All such shares of capital stock of TC are validly issued,
          fully paid,  non-assessable  and free of preemptive  rights. TC has no
          outstanding warrants, or other rights to purchase, or subscribe to, or
          other  securities  convertible  into or exchangeable for any shares of
          capital stock of TC, or contracts or arrangements of any kind relating
          to the issuance, sale or transfer of any capital stock or other equity
          securities of TC, except certain note conversion rights which shall be
          released  at  closing.  All  outstanding  options  will be released in
          writing and cancelled at the time of the closing of this  transaction.
          This  Agreement  has  been  duly  authorized,   validly  executed  and
          delivered  on behalf of TC and is a valid and  binding  agreement  and
          obligation of TC  enforceable  against the parties in accordance  with
          its terms, subject to limitations on enforcement by general principles
          of equity and by bankruptcy or other laws affecting the enforcement of
          creditors'  rights  generally,  and TC has complete  and  unrestricted
          power to enter into and to consummate the transactions contemplated by
          this Agreement.

     3.3  Neither the making of nor the compliance with the terms and provisions
          of this Agreement and  consummation of the  transactions  contemplated
          herein by TC will  conflict with or result in a breach or violation of
          the  Articles  of  Incorporation  or Bylaws of TC, or of any  material
          provisions of any indenture, mortgage, deed of trust or other material
          agreement  or  instrument  to which TC is a party,  or of any material
          provision  of any law,  statute,  rule,  regulation,  or any  existing
          applicable  decree,  judgment or order by any court,  federal or state
          regulatory body,  administrative  agency,  or other  governmental body
          having  jurisdiction  over TC, or any of its  material  properties  or
          assets,  or will result in the creation or  imposition of any material
          lien, charge or encumbrance upon any material property or assets of TC
          pursuant to the terms of any  agreement or instrument to which TC is a
          party or by which TC may be bound or to which  any of TC  property  is
          subject and no event has  occurred  with which lapse of time or action
          by a third party could result in a material  breach or violation of or
          default by TC.


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     3.4  There  is  no   claim,   legal   action,   arbitration,   governmental
          investigation  or other legal or  administrative  proceeding,  nor any
          order, decree or judgment in progress, pending or in effect, or to the
          best knowledge of TC threatened against or relating to TC or affecting
          any of its assets, properties,  business or capital stock. There is no
          continuing  order,  injunction  or decree of any court,  arbitrator or
          governmental  authority  to  which TC is a party or by which TC or its
          assets, properties, business or capital stock are bound.

     3.5  TC has accurately prepared and filed all federal,  state and other tax
          returns  required  by law,  domestic  and  foreign,  to be filed by it
          through its fiscal 1993 year and has paid or made  provisions  for the
          payment of all taxes shown to be due and all  additional  assessments,
          and adequate  provisions  have been and are reflected in the financial
          statements  of TC for all current  taxes and other charges to which TC
          is subject and which are not  currently  due and payable.  None of the
          Federal  income tax  returns of TC have been  audited by the  Internal
          Revenue Service or other foreign  governmental  tax agency.  TC has no
          knowledge of any additional assessments, adjustments or contingent tax
          liability  (whether federal or state) pending or threatened against TC
          for any period,  nor of any basis for any such assessment,  adjustment
          or contingency.

     3.6  TC has delivered to Buyer audited financial  statements for the period
          ended  December  31,  2003 and  March  31,  2004  unaudited  financial
          statements. All such statements, herein sometimes called "TC Financial
          Statements"  are complete and correct in all  material  respects  and,
          together with the notes to these financial statements,  present fairly
          the financial position and results of operations of TC for the periods
          indicated  within the knowledge of TC. All financial  statements of TC
          have been prepared in accordance  with generally  accepted  accounting
          principles.

     3.7  As  of  the  date  hereof,   TC,  represents  and  warrants  that  all
          outstanding indebtedness of TC is as shown on the financial statements
          attached  hereto (the updated  statements),  which include debts shown
          and not shown in March 31, 2004 financial statements, except legal and
          consulting fees being incurred and paid in conjunction  herewith.  Any
          and all  accruals  to  officers  and  directors  shall be  waived  and
          released by each officer or director, in writing.

     3.8  Since the dates of the updated TC Financial Statements, there have not
          been any  material  adverse  changes  in the  business  or  condition,
          financial  or  otherwise,  of TC  within  the  knowledge  of TC and/or
          Seller. TC does not have any liabilities,  commitments or obligations,
          secured or unsecured  except as shown on updated  financials  (whether
          accrued, absolute, contingent or otherwise).

     3.9  TC is not a party to any contract  performable  in the future  except,
          and in conjunction  with notes to  shareholders  which will be paid or
          released at closing.

     3.10 The  representations and warranties of TC and Seller shall be true and
          correct as of the date hereof.



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     3.11 TC will deliver to Buyer,  all of its corporate  books and records all
          available corporate records at closing

     3.12 TC has no employee benefit plan in effect at this time.

     3.13 No  representation  or  warranty  by  TC in  this  Agreement,  or  any
          certificate delivered pursuant hereto contains any untrue statement of
          a material fact or omits to state any material fact  necessary to make
          such representation or warranty not misleading.

     3.14 Buyer has received  copies of Form 10KSB as filed with the  Securities
          and Exchange  Commission  ("SEC") which  included  audits for the year
          ended December 31, 2003 and each of its other reports to  shareholders
          filed with the SEC  through  the period.  TC is a  registered  company
          under the Securities Exchange Act of 1934, as amended,  and is current
          in its filings.

     3.15 Seller  has not made to Buyer  any  general  solicitation  or  general
          advertising regarding the shares of TC common stock.

     3.16 TC has  incurred  no  liabilities  except  as shown  on the  financial
          statements and fees in conjunction with this  transaction,  which fees
          incurred in conjunction with this transaction shall be paid at closing

     3.17 TC has attached a complete  list of all  obligations,  leases,  notes,
          advances due,  contracts  and accounts  payable upon which any balance
          remains due and  outstanding  as  Schedule  3.17  hereto,  and such is
          complete and accurate within the knowledge of TC.

                                   ARTICLE IV
                              Procedure for Closing


     4.1  At the Closing Date, the purchase and sale shall be consummated  after
          satisfaction  of all  conditions  precedent set forth in Article V and
          deliveries in Article VIII,  by TC common stock  certificates  for the
          Purchase  Shares  being  delivered  for  21,000,000  shares  of  TC in
          Consideration  of  $375,000  for the  share  purchase,  together  with
          delivery   of   all   other   items,   agreements,   warranties,   and
          representations set forth in this Agreement.



<PAGE>




                                    ARTICLE V

                           Conditions Precedent to the
                          Consummation of the Purchase

         The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:

     5.1  TC shall  have  performed  and  complied  with  all of its  respective
          obligations hereunder which are to be complied with or performed on or
          before the Closing Date.

     5.2  No action, suit or proceeding shall have been instituted or shall have
          been threatened before any court or other  governmental body or by any
          public  authority  to restrain,  enjoin or prohibit  the  transactions
          contemplated  herein, or which might subject any of the parties hereto
          or their  directors  or  officers  to any  material  liability,  fine,
          forfeiture   or  penalty  on  the   grounds   that  the   transactions
          contemplated   hereby,  the  parties  hereto  or  their  directors  or
          officers,  have  violated any  applicable  law or  regulation  or have
          otherwise  acted   improperly  in  connection  with  the  transactions
          contemplated  hereby,  and the  parties  hereto  have been  advised by
          counsel  that, in the opinion of such  counsel,  such action,  suit or
          proceeding  raises  substantial  questions  of law or fact which could
          reasonably  be decided  adversely to any party hereto or its directors
          or officers.

     5.3  The  representations and warranties made by TC in this Agreement shall
          be true as though such representations and warranties had been made or
          given on and as of the  Closing  Date,  except to the extent that such
          representations  and warranties may be untrue on and as of the Closing
          Date because of changes caused by  transactions  suggested or approved
          in writing by the Buyer.

                                   ARTICLE VI

                           Termination and Abandonment

     6.1  Anything contained in this Agreement to the contrary  notwithstanding,
          the Agreement may be terminated  and abandoned at any time prior to or
          on the Closing Date:

          (a)  By mutual consent of parties;

          (b)  By either  party,  if any condition set forth in Article V or any
               other Article relating to the other party has not been met or has
               not been waived;

          (c)  By  Buyer,  if any suit,  action,  or other  proceeding  shall be
               pending or threatened by the federal or a state government before
               any  court or  governmental  agency,  in which  it is  sought  to
               restrain,  prohibit,  or otherwise affect the consummation of the
               transactions contemplated hereby;


<PAGE>




          (d)  By Buyer, if there is discovered any material error, misstatement
               or  omission in the  representations  and  warranties  of another
               party;

          (e)  By TC, if the Closing  does not occur,  through no failure to act
               by TC,  on  closing  date,  or if  Buyer  fails  to  deliver  the
               consideration required herein;

          (f)  If all of the  outstanding  liabilities  cannot  be  settled  for
               within the purchase price;

     6.2  Any of the terms or conditions of this  Agreement may be waived at any
          time by the party which is entitled to the benefit thereof,  by action
          taken by its Board of Directors  provided;  however,  that such action
          shall be taken  only if, in the  judgment  of the  Board of  Directors
          taking the  action,  such waiver  will not have a  materially  adverse
          effect on the  benefits  intended  under this  Agreement  to the party
          waiving such term or condition.


                                   ARTICLE VII

                         Continuing Representations and
                            Warranties and Covenants

     7.1  The  respective  representations,  warranties,  and  covenants  of the
          parties  hereto and  agreements  of the parties  hereto shall  survive
          after  the  closing  under  this  Agreement  for a period of two years
          hereafter in accordance with the terms thereof.


                                  ARTICLE VIII

                                  Miscellaneous

     8.1  This Agreement embodies the entire agreement between the parties,  and
          there have been and are no agreements,  representations  or warranties
          among the parties other than those set forth herein or those  provided
          for  herein,  except  that a companion  document,  the  Reorganization
          Agreement,  has been executed  concurrently  which  contains  numerous
          warranties and representations.

     8.2  To  facilitate  the  execution  of  this  Agreement,   any  number  of
          counterparts  hereof may be executed,  and each such counterpart shall
          be  deemed to be an  original  instrument,  but all such  counterparts
          together shall constitute but one instrument.

     8.3  All parties to this  Agreement  agree that if it becomes  necessary or
          desirable  to  execute  further  instruments  or to  make  such  other
          assurances as are deemed necessary,  the party requested to do so will
          use its best efforts to provide such  executed  instruments  or do all
          things necessary or proper to carry out the purpose of this Agreement.



<PAGE>






     8.4  This  Agreement may not be amended  except by written  consent of both
          parties.

     8.5  Any notices,  requests, or other communications  required or permitted
          hereunder shall be delivered  personally or sent by overnight  courier
          service, prepaid, addressed as follows:

To TC:            Tonga Capital Corp
                  c/o 7609 Ralston Road
                  Arvada, CO 80002



To Buyer:


or such other addresses as shall be furnished in writing by any party, and any
such notice or communication shall be deemed to have been given as of the date
received.

     8.6  No press release or public  statement  will be issued  relating to the
          transactions  contemplated by this Agreement without prior approval of
          the Buyer  and  Sellers.  However,  TC may issue at any time any press
          release or other  public  statement  it  believes on the advice of its
          counsel  it is  obligated  to issue to avoid  liability  under the law
          relating to  disclosures,  but the party issuing such press release or
          public  statement  shall  make a  reasonable  effort to give the other
          party prior notice of and  opportunity  to participate in such release
          or statement.

     8.7  This Agreement  shall be governed by and construed in accordance  with
          and enforced under the laws of the state of Colorado applicable to all
          agreements  made  hereunder.  Venue  and  jurisdiction  for any  legal
          actions hereunder shall be District Court in and for Jefferson County,
          Colorado.

     8.8  TC and  Buyer  agree  that  Buyer  and  TC  can  and  will  cause  the
          effectuation,  of a reverse  split,  of the common shares of TC issued
          and  outstanding  at such date,  in a ratio of not more than one for 8
          shares within 90 days following the Closing hereunder.

     8.9  In the event of a breach or  default of this  Agreement  or any of the
          continuing  covenants  hereunder  which  results  in a  party  or  any
          effected shareholder who is a beneficiary of a surviving or continuing
          covenant,  commencing legal action, the prevailing party in such legal
          action  shall be  entitled  to an award of all legal fees and costs of
          the action, against the non-prevailing party.

     8.10 Buyer  shall  designate  at least two new  directors  to be  effective
          subject to  compliance  with Section 14f of the  Securities & Exchange
          Act of 1934,  and Seller  agrees to appoint such  Directors by consent
          minutes to be drawn by Buyers attorney.


<PAGE>





     8.11 In  connection  with this  Agreement  the parties have  appointed  the
          escrow agent, M.A. Littman, Attorney at Law who shall be authorized by
          this agreement to do the following:

          1)   Accept  the  deposit  of  $375,000  purchase  price for  Purchase
               shares, upon receipt of a copy of this Agreement signed by TC and
               Buyer and hold it in accordance with this Agreement;

          2)   Accept the newly  issued  common  stock  certificates  of TC duly
               authorized  for  21,000,000  common  shares in name of Buyer and,
               1,250,000 shares of TC duly executed, for retirement to treasury;

          3)   Upon receipt of Directors & Officers  Settlement  Agreements  for
               compensation  claims,  audits and signed SEC filings to bring all
               reporting  current,  Escrow  Agent shall  disburse  the  proceeds
               received from the escrow in accordance with this  Agreement;  and
               shall   deliver   the   stock    certificates    to   Buyer   at:
               _________________________;

          4)   In the event of default  in  delivery  any item by a party  under
               this agreement,  any cash or certificates received from the other
               party shall be returned to the  remitting  party 3 business  days
               after default; and

          5)   Escrow Agent is specifically indemnified and held harmless hereby
               for its actions or inactions in following these instructions.  In
               the event of a dispute  involving the escrow  instructions or the
               consideration  to be  delivered  in escrow,  the escrow  agent is
               authorized  to  implead  the  consideration   received  into  the
               District  Court  of  Jefferson  County,  Colorado  upon  ten days
               written  notice,  and be relieved of any  further  escrow  duties
               thereupon. Any and all costs of attorney's fees and legal actions
               of escrow agent for any dispute  resolution  or impleader  action
               shall be paid in equal shares by the parties to this agreement.

          6)   Disburse  the  funds as shown on an  exhibit  to be  provided  to
               escrow agent by TC prior to closing.

     8.12 Current   President  agrees  to  sign,  as  CEO/CFO  all  filings  and
          Sarbanes/Oxley   Certifications  at  closing,   for  all  SEC  filings
          required.  Roger Juhnke  shall  thereafter  resign as CEO/CFO,  and he
          shall resign as director effective upon compliance with Section 14f by
          mailing Notice to Shareholders.

     8.13 Written Release and Waiver of any and all compensation, consulting, or
          salary claims of Seller shall be delivered prior to Closing.




<PAGE>





         IN WITNESS WHEREOF, the parties have executed this Agreement this 18th
day of June, 2004.

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

                                     BUYER:



TONGA CAPITAL CORP



By: _________________________________       By: ______________________________

Name: _______________________________       Name: ____________________________

Title: ________________________________     Tile: ______________________________





<PAGE>




                                  SCHEDULE 3.17



Debts to be paid at closing:

Roger Juhnke                        $50,000

M.A. Littman                        $4,500

Note release Vanghn Juhnke          $5,000

J. Bachmann  advances               $20,000