EXHIBIT 10.1
                            SHARE EXCHANGE AGREEMENT


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                            SHARE EXCHANGE AGREEMENT

THIS AGREEMENT dated for reference the 26th day of February, 2004.

BETWEEN:

                  STANFORD INTERNATIONAL HOLDING CORP.
                  834 S. Broadway, 5th Floor
                  Los Angeles, CA 90014, USA

                  (hereinafter called the "Vendor" or "SIHC")

AND:
                  LONGBOW MINING CORP.
                  186 Stevens Drive
                  West Vancouver, BC
                  Canada V7S 1C4

                  (hereinafter called the "Purchaser" or "Longbow")

AND:

                  BONUSAMERICA CORP.
                  834 S. Broadway, 5th Floor
                  Los Angeles, CA 90014, USA

                  (hereinafter called the "Company" or "BonusAmerica")

WITNESSES THAT WHEREAS:

A.   The Vendor is the legal and beneficial owner of 100% of the Company.

B.   The Vendor have agreed to sell and the Purchaser has agreed to purchase the
     Company upon the terms and conditions herein set forth.

NOW THEREFORE in consideration of the premises, the covenants and agreements and
warranties hereinafter set forth, it is hereby agreed as follows:

SALE AND PURCHASE
-----------------

1.   Based on and relying upon the  representations  and warranties  herein, the
     Vendor hereby agrees to sell 100% of the Company ("BonusAmerica Shares") to
     the Purchaser and the Purchaser  hereby agrees to purchase the Company from
     the Vendor on the terms and conditions herein contained.
2.   The purchase  price  payable by the Purchaser to the Vendor for the Company
     payable on the Closing Date shall be 5,000,000 post-split restricted common
     shares  ("Longbow  Shares")  in the  capital  stock of the  Purchaser.  The
     founders of Longbow  will also  transfer  6,500,000  post-split  restricted
     common shares to the Vendor.
3.   The Parties hereto do hereby agree that Purchaser  shall acquire all of the
     outstanding  stock of the Company upon the terms and  conditions  set forth
     herein. It is the intention of the Parties hereto that this transaction

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     qualify as a tax free  reorganization  under  Section  368(a)(1)(B)  of the
     Internal revenue Code of 1986, as amended, and related sections thereunder.

COMPANY AND VENDORS' REPRESENTATIONS AND WARRANTIES
---------------------------------------------------

4.   The Company and the Vendor, jointly and severally, represent and warrant to
     the Purchaser, to the best of their knowledge, information and belief after
     making due inquiry that:

     (a)  the Company is a company duly incorporated in California.  The Company
          is not a reporting  company and is a valid and  subsisting  company in
          good standing with all regulatory authorities;

     (b)  the  authorized  capital of the Company  consists of 3,000,000  shares
          with a no par value per share,  of which there are 1,000 shares issued
          and outstanding;

     (c)  attached  hereto as Exhibit  "A" are true and  complete  copies of the
          Company's audited and unaudited  financial  statements (the "Company's
          Financial  Statements").  The Company's Financial Statements have been
          prepared in accordance  with US GAAP and present  fairly the financial
          position,  results  of  operations  and  statements  of changes in the
          Company's financial position for the period indicated.

     (d)  since  December 31, 2003,  the  Company's  business has been  operated
          substantially in accordance with all laws, rules, regulations,  orders
          of competent regulatory authorities, and there has not been:

          (i)       any event or change in circumstances  that has had, or which
                    the Company may expect to have, a material adverse effect on
                    the Company or its business;
          (ii)      any change in  liabilities  of the Company  that has had, or
                    which the  Company  may expect to have,  a material  adverse
                    effect on the Company or its business;
          (iii)     any incidence,  assumption or guarantee of any  indebtedness
                    for borrowed money by the Company;
          (iv)      any  payments by the Company in respect of any  indebtedness
                    of the Company for borrowed money or in  satisfaction of any
                    liabilities  of the  Company,  other  than  in the  ordinary
                    course of business;
          (v)       the  creation,  assumption or sufferance of the existence of
                    any lien on any assets  reflected  on the Company  Financial
                    Statements;
          (vi)      any grant of any severance,  continuation or termination pay
                    to any  director,  officer,  stockholder  or employee of the
                    Company;  or any entering  into of an  employment,  deferred
                    compensation  or other  similar  agreement,  or amendment or
                    variation to any such existing agreement;
          (vii)     any  change by the  Company  in its  accounting  principles,
                    methods or practices or in the manner it keeps its books and
                    records;
          (viii)    any distribution, dividend or bonus by the Company to any of
                    its  respective   officers,   directors,   stockholders   or
                    affiliates,   or  any  of  their  respective  affiliates  or
                    associates; and

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          (ix)      any  material  capital  expenditure  or  commitment  by  the
                    Company or material  sale,  assignment,  transfer,  lease or
                    other disposition of or agreement to sell, assign,  transfer
                    lease or  otherwise  dispose of any asset or property by the
                    Company other than in the ordinary course of business.

     (e)  the  Company  is free and  clear of all  liens,  claims,  charges  and
          encumbrances of every nature and kind whatsoever;

     (f)  all of the Company's  issued and outstanding  shares has been duly and
          validly  authorized and issued in accordance  with applicable laws and
          are validly outstanding, fully paid and non-assessable shares;

     (g)  the Vendor is the sole registered  beneficial owner of the Company and
          have due and sufficient  right and authority to transfer the legal and
          beneficial  title and ownership of the Company to the  Purchaser,  and
          this Agreement, when executed and delivered by the Vendor and Company,
          will  constitute  a legal and  binding  obligation  of each such party
          enforceable against it in accordance with its terms;

     (h)  no person,  firm or corporation has any agreement or option or a right
          capable of becoming an  agreement  for the  purchase of the Company or
          any other shares in the capital of the Company  owned by the Vendor or
          any  right   capable  of  becoming  an  agreement  for  the  purchase,
          subscription  or issuance of any of the unissued shares in the capital
          of the Company;

     (i)  the Company has the full corporate power and authority to carry on the
          business  presently  being  carried  on by it  and as  proposed  to be
          carried on by it;

     (j)  the Company  holds all licenses  and permits as may be  requisite  for
          carrying on its business in the manner in which it has heretofore been
          carried on.

     (k)  there are no material liabilities, contingent or otherwise, other than
          as set forth in Exhibit "B" attached hereto;

     (l)  at the Time of Closing,  the Company  shall not have any  liabilities,
          contingent or otherwise,  other than those liabilities set forth as of
          December  31, 2003 in Exhibit  "B"  attached  hereto,  except that the
          Company may have further liabilities  incurred in its normal course of
          business for the period from December 31, 2003 to the Date of Closing;

     (m)  the books and records of the Company  fairly and correctly set out and
          disclose in all material  respects,  in accordance  with US GAAP,  the
          financial  position  of the  Company  as at the  date  hereof  and all
          material  financial  transactions  of  the  Company  relating  to  its
          business have been accurately recorded in such books and records;

     (n)  no payments of any kind have been made or  authorized  to or on behalf
          of the Vendor or any of them or to or on behalf of officers, directors
          or shareholders of the Company or under any management agreements with
          the  Company  which are not  recorded  in the books or  records of the
          Company or which have not been  disclosed in writing to the  Purchaser
          other than payments made in the normal course of business;

     (o)  there is no basis  for and  there are no  actions,  suits,  judgments,
          investigations  or  proceedings  outstanding  or  pending  or  to  the
          knowledge  of  the  Company  or  the  Vendor,  jointly  or  severally,
          threatened  against or  affecting  the  Company at law or in equity or
          before  or by any  federal,  state,  municipal  or other  governmental
          department, commission, board, bureau or agency;

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     (p)  to the best of the Vendor's knowledge, the Company is not in breach of
          any  laws,  ordinances,  statutes,  regulations,  by-laws,  orders  or
          decrees to which it is subject or which apply to it;

     (q)  the Company is not a party to any collective  agreement with any labor
          union or other  association  or employees and no attempt has been made
          to organize or certify the  employees  of the Company as a  bargaining
          unit;

     (r)  there are no  pensions,  profit  sharing,  group  insurance or similar
          plans or other deferred compensation plans affecting the Company;

     (s)  the Company is not  indebted  to any  employee of the Company or other
          workers  engaged  in the  business  of the  Company  for any  wages or
          salaries  and the  Company has not  received  or been  notified of any
          general wage claims;

     (t)  the Company is the sole  beneficial  owner and has good and marketable
          title to all its  properties  and assets  free and clear of all liens,
          mortgages,  pledges,  deeds of  trust,  conditional  sale  agreements,
          encumbrances, charges or claims of every kind and nature whatsoever;

     (u)  the Company has not  experienced  nor is it aware of any occurrence or
          event  which has had,  or might  reasonably  be  expected  to have,  a
          materially  adverse  affect  on its  business  or the  results  of its
          operations;

     (v)  neither the Vendor nor any officer, director,  employee or shareholder
          of the Company is now indebted or under  obligation  to the Company on
          any account whatsoever;  and other than those set forth in Exhibit "B"
          the Company is not indebted or under  obligation to the Vendors or any
          officer, director, employee or shareholder of the Company.

VENDOR'S FURTHER REPRESENTATIONS AND WARRANTIES
-----------------------------------------------

5.  The Vendor hereby represents and warrants to the Purchaser as follows that:

     (a)  the Vendor has the capacity to protect its own interests in connection
          with the  acquisition  of the common  shares of the  Purchaser and are
          capable of  evaluating  the merits and risks of an  investment  in the
          Purchaser by reason of their  business  and  financial  knowledge  and
          experience;

     (b)  the Vendor is acquiring the Longbow  Shares for  investment  for their
          own account,  not as a nominee or agent,  and not with the view to, or
          for resale in connection  with, any distribution  thereof.  The Vendor
          understands  that the Longbow shares being acquired have not been, and
          will not be,  registered  under the US Securities Act 1933, as amended
          (the  "Securities  Act"),  by reason of a specific  exemption from the
          registration  provisions of the Securities  Act, the  availability  of
          which  depends upon,  among other things,  the bona fide nature of the
          investment intent and the accuracy of the Vendor's  representations as
          expressed herein;

     (c)  Vendor  acknowledges that the Longbow Shares must be held indefinitely
          unless  subsequently  registered under the Securities Act or unless an
          exemption from such registration is available.  Vendor is aware of the
          restrictions and limitations on resale of the Longbow Shares in the US
          or to a US Person under the  Securities  Act. In  addition,  Vendor is
          aware of the provisions of Rule 144  promulgated  under the Securities
          Act ("Rule 144") which permit limited resales of shares purchased in a

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          private placement  subject to the satisfaction of certain  conditions,
          including,  but not limited to, the  existence of a public  market for
          the  shares of common  stock of the  Purchaser,  the  availability  of
          certain  current public  information  about the Purchaser,  the resale
          occurring  not less than one year after a party has purchased and paid
          for the  security  to be  sold,  the sale  being  effected  through  a
          "broker's  transaction"  or in  transactions  directly  with a "market
          maker" and the  number of shares  being  sold  during any  three-month
          period not exceeding specified limitations;

     (d)  Vendor has had an  opportunity  to discuss the  Purchaser's  business,
          management and financial  affairs with the Purchaser's  management and
          has  also  had an  opportunity  to ask  questions  of the  Purchaser's
          officers,  which questions were answered to the Vendor's satisfaction.
          Vendor has been furnished  with or has had access to such  information
          as a sophisticated  investor would customarily require to evaluate the
          merits  and  risks  of the  proposed  investment  together  with  such
          additional  information  as is necessary to verify the accuracy of the
          information  supplied.  Vendor represents and acknowledges that it has
          been solely responsible for its own due-diligence investigation of the
          Purchaser and its management and business, for its own analysis of the
          merits and risks of this  investment,  and for its own analysis of the
          terms of the  investment,  and that in taking any action or performing
          any role relative to the proposed  investment,  it has acted solely in
          its  own  interest,  and  that  neither  it nor any of its  agents  or
          employees has acted as an agent, employee, partner or fiduciary of any
          other  person,  or as an  agent  of the  Purchaser,  or as an  issuer,
          underwriter,  broker,  dealer or investment  advisor  relative to this
          investment;

     (e)  Vendor  understands that the Purchaser has limited  operating  history
          and that  investment  in the  Purchaser  involves  substantial  risks.
          Vendor further  understands that the acquisition of the Longbow Shares
          will be a highly  speculative  investment.  Vendor  is  able,  without
          impairing its financial  condition,  to hold the Longbow Shares for an
          indefinite  period  of  time  and to  suffer  a  complete  loss of his
          investment;

     (f)  Vendor  agrees to indemnify  and hold  harmless the  Purchaser and its
          officers,  directors and agents for any costs,  liabilities  or losses
          caused by any  misstatement of material fact by Vendor with respect to
          the  representations  and warranties  contained in this Section or any
          other  written  information  provided  to the  Purchaser  by Vendor in
          connection with the investment contemplated by this Agreement; and

COMPANY AND VENDOR'S COVENANTS
------------------------------

6.  The Company and the Vendor jointly and severally covenant and agree that:

     (a)  the representations  and warranties  contained in this Agreement shall
          be true at and as of the Time of  Closing  as if such  representations
          and warranties were made as of such time;

     (b)  the Company and the Vendor  will  permit the  Purchaser  or whoever it
          directs on its behalf to examine the records,  statements and accounts
          of the Company on regular  business days and during  regular  business
          hours up to and  including the Closing Date and make such audit of the
          books of account  of the  Company  and  physical  verification  of the
          inventory of the Company as the Purchaser may see fit;

     (c)  the  representations,  warranties,  covenants and agreements contained
          herein shall survive the Closing Date and  notwithstanding the Closing
          of the purchase and sale herein  contemplated,  shall continue in full
          force and effect;

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     (d)  the  Company and the Vendor  will,  jointly  and  severally,  prior to
          Closing,  take all steps and  proceedings  and  execute  such  further
          assurances and documents as may be required to obtain the transfer and
          registration  of the Company into the name of the  Purchaser  provided
          that all terms and  conditions  to be observed  and  performed  by the
          Purchaser at the Time of Closing have been observed and performed;

PURCHASERS' REPRESENTATIONS AND WARRANTIES
------------------------------------------

7. As an inducement  to the Company and the Vendor to enter into this  Agreement
and to consummate the transactions provided for herein, the Purchaser represents
and  warrants  to the  Company  and the  Vendor,  to the best of its  knowledge,
information and belief after making due inquiry that:

     (a)  the  Purchaser  is a  corporation  incorporated  under the laws of the
          State of Nevada;

     (b)  the  Purchaser  is duly  incorporated,  validly  existing  and in good
          standing under the laws of the State of Nevada;

     (c)  the Purchaser is now quoted on the NASD OTC Bulletin Board;

     (d)  it has full and absolute right, power and authority to enter into this
          Agreement on the terms and conditions  herein set forth,  to carry out
          the transactions  contemplated  hereby and, to transfer on the Closing
          Date to the Vendor all legal and  beneficial  ownership  in and to the
          Longbow Shares;

     (e)  this  Agreement once duly executed and delivered by the Purchaser will
          constitute a legal,  valid and binding  obligation  of the  Purchaser;
          enforceable against the Purchaser in accordance with its terms;

     (f)  no proceedings  have been taken or authorized by the Purchaser,  or to
          the  knowledge of the  Purchaser,  by any person,  with respect to the
          bankruptcy, insolvency, liquidation,  dissolution or winding-up of the
          Purchaser or with respect to any amalgamation,  merger, consolidation,
          arrangement or reorganization relating to the Purchaser;

     (g)  the authorized  capital stock of the Purchaser  consists of 75,000,000
          shares of US $0.001  par value  common  stock of which  1,486,200  are
          issued and outstanding as of February 10, 2004;

     (h)  all of the issued and  outstanding  shares of the Purchaser  have been
          duly and validly  authorized and issued in accordance  with applicable
          laws and are validly outstanding, fully paid and non-assessable;

     (i)  the  Purchaser has no  outstanding  stock  options,  warrants or other
          rights to purchase,  or subscribe to or other  securities  convertible
          into or  exchangeable  for any  shares  of the  capital  stock  of the
          Purchaser  or contracts or  arrangements  of any kind  relating to the
          issuance,  sale or  transfer  of any  capital  stock or  other  equity
          securities of the Purchaser;

     (j)  all of the Longbow Shares which will be issued to the Vendor hereunder
          in compliance  with applicable laws and the articles of the Purchaser,
          and will be issued fully paid and  non-assessable,  and free and clear
          of all liens,  charges,  encumbrances and trading  restrictions  other
          than as may be imposed by applicable U.S. Federal and State laws;

     (k)  attached  hereto as Exhibit  "C" are true and  complete  copies of the
          Purchasers  audited financial  statements for the fiscal year ended on
          December 31, 2002 as contained in the Purchasers' Form 10-KSB and Form
          10-QSB Interim Reports for the 3rd Quarter,  2003,  respectively  (the

<PAGE>

          "Purchaser's   Financial   Statements").   The  Purchaser's  Financial
          Statements  have  been  prepared  in  accordance  with the US GAAP and
          present  fairly the  financial  position,  results of  operations  and
          statements of changes in the  Purchaser's  financial  position for the
          period indicated;

     (l)  no adverse  material  changes in the  affairs  of the  Purchaser  have
          occurred since September 30, 2003;

     (m)  there are no  liabilities,  contingent  or otherwise of the  Purchaser
          which are not disclosed or reflected in its Financial  Statements  set
          forth in Exhibit "C" attached hereto;

     (n)  at the time of Closing,  the Purchaser shall not have any liabilities,
          contingent or otherwise,  other than those liabilities set forth as of
          September  30, 2003 in Exhibit "D"  attached  hereto,  except that the
          Purchaser may have further  liabilities  incurred in its normal course
          of  business  for the period  from  September  30, 2003 to the Date of
          Closing;

     (o)  there  is no  litigation,  proceeding,  or  investigation  pending  or
          threatened against the Purchaser, nor does the Purchaser know, or have
          grounds  to know,  of any  basis  for any  litigation,  proceeding  or
          investigation against the Purchaser, except as disclosed in writing to
          the Vendor;

     (p)  since September 30, 2003, the  Purchaser's  business has been operated
          substantially in accordance with all laws, rules, regulations,  orders
          of competent regulatory authorities, and there has not been:

          (i)       any event or change in circumstances  that has had, or which
                    the Purchaser may expect to have, a material  adverse effect
                    on the Purchaser or its business;
          (ii)      any change in  liabilities of the Purchaser that has had, or
                    which the Purchaser  may expect to have, a material  adverse
                    effect on the Purchaser or its business;
          (iii)     any incidence,  assumption or guarantee of any  indebtedness
                    for borrowed money by the Purchaser;
          (iv)      any payments by the Purchaser in respect of any indebtedness
                    of the Purchaser for borrowed  money or in  satisfaction  of
                    any liabilities of the Purchaser, other than in the ordinary
                    course of business;
          (v)       the  creation,  assumption or sufferance of the existence of
                    any lien on any assets reflected on the Purchaser  Financial
                    Statements;
          (vi)      any grant of any severance,  continuation or termination pay
                    to any  director,  officer,  stockholder  or employee of the
                    Purchaser;  or any entering into of an employment,  deferred
                    compensation  or other  similar  agreement,  or amendment or
                    variation to any such existing agreement;
          (vii)     any change by the  Purchaser in its  accounting  principles,
                    methods or practices or in the manner it keeps its books and
                    records;
          (viii)    any distribution,  dividend or bonus by the Purchaser to any
                    of  its  respective  officers,  directors,  stockholders  or
                    affiliates,   or  any  of  their  respective  affiliates  or
                    associates; and
          (ix)      any  material  capital  expenditure  or  commitment  by  the
                    Purchaser or material sale, assignment,  transfer,  lease or

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                    other disposition of or agreement to sell, assign,  transfer
                    lease or  otherwise  dispose of any asset or property by the
                    Purchaser other than in the ordinary course of business.

     (q)  the  Purchaser  does not own or lease any real  property  or  material
          assets other than those set forth in Exhibit "E" attached hereto;

     (r)  there are no contracts or  indebtedness  between the Purchaser and any
          of  its  shareholders,  or  affiliates  or  associates  of  any of its
          shareholders  other  than  those set  forth in  Exhibit  "F"  attached
          hereto;

     (s)  there are no  material  contracts  to which the  Purchaser  is a party
          other than those set forth in Exhibit  "G"  attached  hereto;

     (t)  the  operation  of  the  Purchaser's  business  has  not  violated  or
          infringed any U.S. Federal or State laws or regulations;

     (u)  all tax  returns and  reports of the  Purchaser  required by law to be
          filed prior to the date  hereof have been filed and are  substantially
          true, complete and correct, and all taxes and other government charges
          have been paid or accrued in the Purchaser Financial Statements;

     (v)  the information  contained in the documents,  certificates and written
          statements  (including  this  Agreement and the  attachments  thereto)
          furnished by the  Purchaser to the Vendor are true and complete in all
          material respects and do not omit to state any material fact necessary
          in order to make the statements therein false; and

     (w)  there is no fact known to the Purchaser that has not been disclosed to
          the Vendor in writing that could  reasonably  have a material  adverse
          effect on the Purchaser.

Purchasers Covenants
--------------------

8. The Purchaser covenants and agrees on the Closing Date, and provided that all
terms and  conditions  to be observed and performed by the Vendor at the Time of
Closing have been observed and  performed,  the Purchaser will issue the Longbow
Shares to the  Vendor,  such  Longbow  Shares to be issued free and clear of any
liens,  encumbrances and charges, but subject to applicable trading restrictions
imposed by U.S. securities legislation,  and imposed under such other securities
legislation  applicable  in  each  jurisdiction  where  any  of the  Vendor  are
resident;

CONDITIONS PRECEDENT FOR THE VENDOR
-----------------------------------

9. The obligations of the Vendor to carry out the terms of this Agreement and to
complete the sale contemplated herein is subject to the following conditions:

     (a)  the  Purchaser   shall  have  performed  and  satisfied  each  of  its
          obligations  hereunder required to be performed and satisfied by it on
          or prior to the  Closing  Date  and  each of the  representations  and
          warranties of the Purchaser  contained herein shall have been true and
          correct and contained no  misstatement or omission that would make any
          such  representation  or warranty  misleading  when made, and shall be
          true and correct and contain no  misstatement  or omission  that would
          make any such  representation or warranty  misleading at and as of the
          Closing  Date  with the same  force  and  effect  as if made as of the
          Closing Date;

     (b)  the transactions  contemplated by this Agreement shall not violate any
          applicable law and there shall be no pending actions or proceedings by
          any State, U.S. Federal or State regulatory authority or by any

<PAGE>

          other person challenging or seeking to materially restrict or prohibit
          the transfer and exchange  contemplated  hereby or the consummation of
          the transactions contemplated by this Agreement;

     (c)  the  Purchaser's  Board of Directors,  by proper and  sufficient  vote
          respectively,  shall have approved this Agreement and the transactions
          contemplated hereby.

CONDITIONS PRECEDENT FOR THE PURCHASER
--------------------------------------

10. All  obligations  of the  Vendor  under this  Agreement  are  subject to the
fulfillment on or prior to Closing,  of each of the following  conditions to the
satisfaction of the Purchaser's solicitor:

     (a)  all covenants, warranties and agreements of the Company and the Vendor
          to be performed  on or before the Closing  Date  pursuant to the terms
          and conditions of this Agreement have been duly performed;

     (b)  the  Vendor  shall  transfer  the  Company to the  Purchaser  and such
          BonusAmerica Shares shall be registered on the books of the Company in
          the name of the Purchaser at the Time of Closing; and

     (c)  the  representations  and warranties of the Company and the Vendor set
          forth in this  Agreement  shall be true and  correct as of the date of
          the  Agreement and shall be true and correct as at the Date of Closing
          as if made by the Vendor on the Closing Date.

11. The Company and the Vendor  jointly and  severally  agree that the foregoing
conditions in section 10 are inserted for the exclusive benefit of the Purchaser
and may be waived by the Purchaser in whole or in part at any time.

12. In the event any of the  conditions  set forth in section 10, are not met by
the Closing Date for whatever reason, the Purchaser at his option, may elect not
to  proceed  with  the  purchase  of the  Company  contemplated  herein  without
prejudice to any other rights and remedies.

SHARE CERTIFICATE LEGENDS
-------------------------

13. It is understood  that the  certificates  evidencing  the Longbow Shares may
bear one or more legends in  substantially  the following  forms, as well as any
other legend required by the laws of any applicable jurisdiction:

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED OR
          HYPOTHECATED  IN  THE  U.S.  OR TO US  PERSONS  IN  THE  ABSENCE  OF A
          REGISTRATION  STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER
          SUCH ACT OR AN OPINION OF COUNSEL  SATISFACTORY  TO THE  COMPANY  THAT
          SUCH  REGISTRATION  IS NOT  REQUIRED.  HEDGING  TRANSACTIONS  FOR SUCH
          SECURITIES MAY NOT BE MADE UNLESS IN COMPLIANCE WITH SUCH ACT.

          THE COMPANY IS SUBJECT TO  RESTRICTION ON  TRANSFERABILITY  AND RESALE
          AND MAY NOT BE  TRANSFERRED  OR  RESOLD IN THE U.S.  OR TO US  PERSONS
          EXCEPT AS PERMITTED  UNDER THE  SECURITIES  ACT AND  APPLICABLE  STATE
          SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

The  Purchaser  need not record a transfer  of the  Longbow  Shares,  unless the
conditions specified in any applicable legends are satisfied.  The Purchaser may

<PAGE>

also  instruct  its  transfer  agent not to record  the  transfer  of any of the
Longbow  Shares unless the conditions  specified in the  applicable  legends are
satisfied.

14. The legend  relating to the Securities  Act endorsed on a stock  certificate
pursuant to this  Agreement and the stop transfer  instructions  with respect to
the Longbow  Shares  represented  by such  certificate  shall be removed and the
Purchaser  shall issue a  certificate  without such legend to the holder of such
Longbow Shares if such Longbow  Shares are  registered  under the Securities Act
and a prospectus meeting the requirements of Section 10 of the Securities Act is
available  or if such  holder  provides to the  Purchaser  an opinion of counsel
reasonably  satisfactory to the Purchaser, or a no-action letter or interpretive
opinion of the staff of the  Securities and Exchange  Commission  (the "SEC") to
the effect that a public sale,  transfer or assignment of Longbow  Shares may be
made without  registration  and without  compliance with any restriction such as
Rule 144.

CLOSING
-------

15. The sale and purchase of the Company  shall be closed on March 3rd,  2004 or
on such other date agreed by all of the parties hereunder,  at the office of the
Purchaser, or at any other place agreed to by all of the Parties, which date and
time are referred to herein as the "Date of Closing",  the "Closing  Date",  the
"Closing" and the "Time of Closing".

16. At Closing, the Vendor will deliver to the Purchaser:

     (a)  share  certificates  duly endorsed for transfer of 1,000  BonusAmerica
          Shares,  constituting the totality of shares issued and outstanding at
          Closing  Date,  with a no par value per  share in the  capital  of the
          Company into the Purchaser's name representing the Company;

     (b)  certified  copies  of  resolutions  of the  directors  of the  Company
          authorizing and approving the transfer of the Company, registration of
          the Company in the name of the Purchaser where applicable, authorizing
          the issue of new share  certificates  representing  the Company in the
          name of the  Purchaser,  and  entry  of the name  and  address  of the
          Purchaser into the Register of Shareholders of the Company;

     (c)  all corporate records and books of account of the Company,  including,
          without  limitation,  the minute book,  corporate seal, share register
          books, share certificate books and annual reports of the Company;

     (d)  certified copies of such resolutions of the shareholders and directors
          of the  Company  as are  to be  passed  to  authorize  the  execution,
          delivery and  implementation of this Agreement and of all documents to
          be delivered by the Vendor pursuant thereto;

17.  At Closing the Purchaser shall deliver to the Vendor the following:

     (a)  share  certificates  representing  the Longbow Shares in the names and
          denominations set out in Exhibit "H" hereto;

     (b)  certified  copies of  resolutions  of the  directors of the  Purchaser
          authorizing   and  approving  the  issuance  of  the  Longbow  Shares,
          registration  of the  Longbow  Shares  in the name of the  Vendors  in
          accordance  with Exhibit "I" hereto and  authorizing  the issue of the
          new share certificates representing such Longbow Shares;

<PAGE>

     (c)  certified copies of such resolutions of the directors of the Purchaser
          as  are  to  be  passed  to  authorize  the  execution,  delivery  and
          implementation  of this Agreement and of all documents to be delivered
          to the Vendor pursuant thereto; and

     (d)  a  certificate  signed by a duly  authorized  officer of the Purchaser
          that  all  covenants,  warranties  and  agreements  of  the  Purchaser
          pursuant to the terms of this  Agreement  have been duly performed and
          that the  representations and warranties of the Purchaser set forth in
          this Agreement are true and correct as at the Closing;

INDEMNITY
---------

18. The Purchaser  shall be indemnified and held harmless by the Company and the
Vendor in respect of any and all damages  incurred by the  Purchaser as a result
of any inaccuracy or  misrepresentation  in or breach of any  representation  or
warranty,  covenant or agreement  made in this  Agreement by the Company and the
Vendor.

19. The Vendor will be indemnified and held harmless by the Purchaser in respect
of any and all  damages  incurred  by Vendor as a result  of any  inaccuracy  or
misrepresentation  in or breach of any  representation,  warranty,  covenant  or
agreement made by the Purchaser in this Agreement.

SURVIVAL OF REPRESENTATION, WARRANTIES AND COVENANTS
----------------------------------------------------

20. Except as hereinafter provided, all representations,  warranties, covenants,
agreements  and  obligations of the parties hereto shall survive the Closing and
shall expire one year following the Closing Date.

GENERAL
-------

21. This Agreement  shall be governed by and be construed in accordance with the
laws of the State of Nevada, USA.

22. Any notice to be given to a party  hereto  shall be in writing and signed by
or on behalf of such  party  and shall be given to the other  party by  delivery
thereto, or by sending by prepaid registered mail, telex, facsimile, telegram or
cable to the  address  of the other as  hereinbefore  set forth or to such other
address of which  notice is given,  and any  notice  shall be deemed not to have
been sufficiently given until it is received.  Any notice or other communication
contemplated  herein shall be deemed to have been received on the day delivered,
if delivered; on the seventh business day following the mailing thereof, if sent
by registered  mail; and on the business day following the transmittal  thereof,
if sent  by  telex,  facsimile,  telegram  or  cable.  If  normal  mail,  telex,
facsimile,  telegram or cable service shall be interrupted by strike, slow down,
force majeure or other cause,  the party sending the notice shall utilize any of
the other such services which have not been so interrupted or shall deliver such
notice in order to ensure prompt receipt of same by the other party.

23. The parties shall execute such further  assurances  and other  documents and
instruments  and do  such  further  and  other  things  as may be  necessary  to
implement and carry out the intent of this Agreement.

24. The provisions herein contained  constitute the entire agreement between the
parties  hereto  and  supersede  all  previous   expectations,   understandings,
communications, representations and agreements whether verbal or written between
parties.

<PAGE>

25. This Agreement may be amended by a written  instrument  only,  signed by the
party against whom  enforcement  of the amendment is sought and any waivers made
on the part of the Purchaser with respect to any terms or conditions herein must
be in writing and signed by them.

26. If any  provision  of this  Agreement  is  unenforceable  or invalid for any
reason  whatever,  such  unenforceability  or  invalidity  shall not  effect the
enforceability  or validity of the remaining  provisions  of this  Agreement and
such provision shall be severable from the remainder of this Agreement.

27. Time shall be of the essence hereof.

28. The headings  appearing in this  Agreement are inserted for  convenience  of
reference only and shall not affect the interpretation of this Agreement.

29. This Agreement shall inure to the benefit of and be binding upon the parties
and their successors and permitted assigns.

30. This Agreement may be executed in as many  counterparts  as may be necessary
or by facsimile and each such agreement or facsimile so executed shall be deemed
to be an original and such  counterparts  together shall  constitute one and the
same Agreement.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
as of the day and year first above written.


Signed, sealed and delivered by:


STANFORD INTERNATIONAL HOLDINGS CORP.

"Signed" Michael Mak, Chairman
------------------------------------------

LONGBOW MINING CORP.

"Signed" Ernest Cheung, Secretary & Director
------------------------------------------

BONUSAMERICA CORP.

"Signed" Michael Mak, Chairman
------------------------------------------


<PAGE>





                                   EXHIBIT "A"

                       BONUSAMERICA's Financial Statements







<PAGE>









                                   EXHIBIT "B"

As of December 31, 2003 BONUSAMERICA has the following liabilities:






                                   (To Follow)

<PAGE>






                                   EXHIBIT "C"
                             LONGBOW'S 10-K and 10-Q





                                   (To Follow)

<PAGE>






                                   EXHIBIT "D"

As of September 30, 2003, LONGBOW has the following liabilities:





                                   (To Follow)

<PAGE>





                                   EXHIBIT "E"

LONGBOW has the following Lease or material assets:





                                   (To Follow)

<PAGE>




                                   EXHIBIT "F"


LONGBOW has the following  contracts with or indebtedness  to its  shareholders,
affiliates or associates of any of its shareholders:





                                   (To Follow)

<PAGE>



                                   EXHIBIT "G"

LONGBOW has the following material contracts:







<PAGE>




                                   EXHIBIT "H"

I. Share Allocation Table for shares of the Purchaser to be issued to the Vendor
on closing.


         Name                                                  No. of Shares
         ------------------------------------------ ----------------------------

         Stanford International Holdings Corp.                  5,000,000
         ------------------------------------------ ----------------------------