Lincoln Floorplanning Co., Inc.: Exhibit 10.1- Filed by newsfilecorp.com






STOCK PURCHASE AGREEMENT

By and Among

SHAREHOLDERS OF 
LINCOLN FLOORPLANNING CO., INC.

and

SHA CHEN/ASSIGNS 

dated MAY 25, 2010

 

Page 1 of 18




TABLE OF CONTENTS

	  	  	Page 
	  	  	  
	ARTICLE I - PURCHASE AND
      SALE 	4 
	  	  	  
	1.1 	Agreement to Sell 	4 
	1.2 	Agreement for Purchase 	4 
	1.3 	Purchase Price 	4 
	  	  	  
	ARTICLE II - CLOSING 	4 
	  	  	  
	2.1 	C1osing 	4 
	2.2 	Items to be Delivered at Closing 	5 
	  	  	  
	ARTICLE III - REPRESENTATIONS AND
      WARRANTIES OF SELLERS 	 5 
	  	  	  
	3.1 	Corporate Existence 	5 
	3.2 	Corporate Power; Authorization;
      Enforceable Obligations 	 6 
	3.3 	Noncontravention 	6 
	3.4 	Capitalization; No Third-Party
      Options 	7 
	3.5 	Financial Statements 	7 
	3.6 	Absence of Undisclosed
      Liabilities 	7 
	3.7 	Tax and Other Returns and Reports 	8 
	3.8 	Books of Account 	8 
	3.9 	Compliance with Law; Authorizations 	9 
	3.10 	Litigation 	9 
	3.11 	Agreements etc. 	9 
	3.12 	Related Parties 	9 
	3.13 	Employees 	9 
	3.14 	Registration Rights 	9 
	3.15 	Environmental 	10 
	3.16 	Full Disclosure 	10 
	3:17 	SEC Report 	10 
	3.18 	Listing 	10 
	3.19 	Brokers’ Fees 	10 
	3.20 	Assets 	11 
	3.21 	DTC Eligibility 	11 
	3.22 	Market Maker 	11 
	3.23 	Current information 	11 
	3.24 	March 31, 2010 10Q 	11 
	  	  	  
	ARTICLE IV -
      REPRESENTATIONS AND WARRANTIES OF BUYER 	11 
	  	  	  
	4.1 	Corporate Existence 	11



Page 2 of 18





	4.2 	Corporate Power and Authorities
    	11 
	4.3 	Execution of Agreement 	12 
	4.4 	Restricted Securities 	12 
	  	 	
	ARTICLE V - INDEMNIFICATION 	  12 
	  	 	  
	5.1 	Survival of Representations and
      Warranties 	13 
	5.2 	Indemnification by Seller 	13 
	5.3 	Indemnification by the Buyer
	13 
	5.4 	Notice of claims 	13 
	  	 	  
	ARTICLE VI DUE DILIGENCE 	14 
	  	 	  
	ARTICLE VII - POST CLOSING MATTERS 	14 
	  	  	  
	Maintenance of Books and Records 	14 
	  	  	  
	ARTICLE VIII - MISCELLANEOUS 	15 
	  	  	  
	8.1 	Expenses 	15 
	8.2 	Contents of Agreement; Parties
      in Interest 	15 
	8.3 	Assignment and Binding Effect 	15 
	8.4 	Amendments and Waivers 	15 
	8.5 	Notices 	16 
	8.6 	Governing Law; Consent to
      Jurisdiction 	16 
	8.7 	Benefits to Others 	16 
	8.8 	Headings, Gender and person 	17 
	8.9 	Schedules and Exhibits 	17 
	8.10 	Severability 	17 
	8.11 	Counterparts 	17 
	8.12 	Time of the essence 	17



Page 3 of 18




STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT
(this "Agreement") is entered into as of the 25th day of May 2010 by and among
SHAREHOLDERS OF LINCOLN FLOORPLANNING CO., INC. ("Sellers") and SHA CHEN/ASSIGNS
(“Buyer”).

     WHEREAS, Sellers desire to sell
to Buyer and Buyer desires to purchase from Sellers, on the terms and conditions
hereinafter set forth, 5,591,750 shares of common stock constituting 69.0384% of
the outstanding shares of stock (the "LINCOLN Shares") in LINCOLN FLOORPLANNING
CO., INC. (“LINCOLN”). Sale of the LINCOLN Shares by the Sellers to Buyer as
described herein shall hereinafter be referred to as the "Transaction”;

     Now, therefore, in consideration
of the mutual agreements, representations, warranties and covenants set forth
below, Buyer and Sellers agree as follows:

ARTICLE I - PURCHASE AND SALE

     1.1 Agreement to Sell. At
the Closing (as defined below), Sellers shall grant, sell, convey, assign,
transfer and deliver to Buyer all right, title and interest of Sellers in the
LINCOLN Shares free and clear of all mortgages, liens, pledges, security
interests, charges, claims, restrictions and encumbrances, except as set forth
in Section 2.2, below.

     1.2 Agreement to Purchase.
At the Closing, Buyer shall purchase the LINCOLN Shares from Sellers, upon and
subject to "the terms and conditions of this Agreement in exchange for the
Purchase Price (as defined herein).

     1.3 Purchase Price. At the
Closing, Buyer will pay to Sellers designated attorney in cash or immediately
available funds an aggregate purchase price of $425,000.00 USD (the "Purchase
Price"). 

ARTICLE II - CLOSING

     2.1 Closing. The closing
(the "Closing") of the Transaction shall take place at 1:00 p.m., local time, on
May 18, 2010 or such other date as the Parties may mutually determine (the
“Closing date”). The Closing shall take place by facsimile, overnight delivery
or other means determined acceptable by the parties. The Closing shall be deemed
effective as of 12:01 a.m. on the Closing Date.

Page 4 of 18




     2.2 Items to be Delivered at
Closing. At the Closing and subject to the terms and conditions herein
contained:

     (a) Sellers shall deliver to
Buyer the following:

     (i) original share certificates
representing the LINCOLN Shares, fully paid and non-assessable and subject to no
liens, security interest, pledges; encumbrances, charges, restrictions, demands
or claims in any other party whatsoever, except as set forth in the legend on
some of the certificate(s), which legend shall provide substantially as
follows:

THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE RESTRICTED AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE
THEREOF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND ANY APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE
COMPANY AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT
(OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF
SECURITIES)

executed or accompanied by a stock power for valid transfer of
the shares to the Buyer or its assigns.

     (ii) a resolution of the Board of
Directors of LINCOLN, a legal opinion of counsel to the Sellers, resignations of
each of the officers and directors and such additional documents, instruments or
agreements as the Buyer shal1 reasonably require;

     (b) Buyer shall deliver to
Sellers the Purchase Price in cash in immediately available funds to the bank
accounts designated by Sellers to Buyer,

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLERS

     Sellers and LINCOLN, jointly and
severally, represent and warrant to Buyer that the statements contained in this
Article III are correct and complete as of the date of this Agreement
will be correct and complete and as of the Closing Date (as though made on such
date).

Page 5 of 18




     3.1 Corporate Existence.
LINCOLN is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. LINCOLN does not have any subsidiaries or
own any equity or other interest in any other corporation, limited partnership
or any other business entity.

     3.2 Corporate Power;
Authorization; Enforceable Obligations. Sellers and LINCOLN have all
requisite power and authority to execute and deliver this Agreement and all
other agreements, instruments and documents to be delivered by them hereunder
(the “Related Documents”) and to perform the obligations to be performed by them
hereunder and thereunder, and to consummate the Transaction contemplated hereby.
This Agreement has been, and the Related Documents will be, duly executed and
delivered by Sellers and a duly authorized officer of LINCOLN, and this
Agreement constitutes, and the Related Documents when executed and delivered
when executed and delivered will constitute, the legal, valid and binding
obligations of Sellers and LINCOLN enforceable against Sellers and LINCOLN then
in accordance with their respective terms.

     Timothy L. Kuker, Steven G.
Salmond and Ronald S. Worl are the only officers and directors of LINCOLN and
upon closing will submit their resignations as such.

     3.3 Noncontravention.
Neither the execution, delivery or performance by Sellers or LINCOLN of this
Agreement or any of the Related Documents, nor the consummation by Sellers or
LINCOLN or the transactions contemplated hereby or thereby, nor compliance by
Sellers with any provision hereof or thereof will: (a) conflict with or result
in a breach of any provision of the certificate of charter or bylaws of LINCOLN
or any agreement among the stockholders of LINCOLN or any agreement among the
stockholders of LINCOLN or any other agreement applicable to Sellers of LINCOLN;
or (b) violate any provision of law, statute, rule or regulation, or any order,
writ, injunction, permit, judgment decree or award of any court, arbitrator or
governmental or regulatory official, including but not limited to the Securities
Exchange Commission, or any other body or authority which is applicable to
Sellers or LINCOLN. No authorization, approval or consent of, and no
registration or filing with, any governmental or regulatory official, body or authority is
required in connection with the execution and delivery of this Agreement and the
Related Documents by Sellers or LINCOLN pursuant hereto, or the consummation of
the transactions contemplated herby or thereby.

Page 6 of 18




     3.4 LINCOLN Capitalization; No
Third-Party Options. All of the LINCOLN Shares being sold by Sellers to
Buyer are duly authorized, validly issued, fully paid, non-assessable and free
and clear of any liens, pledges, charges, security interests, third party rights
or other claims or encumbrances of any nature whatsoever. As of the Closing,
LINCOLN’s authorized capital stock consists of 100,000,000 shares of common
stock and upon consummation of the Transaction, Buyer will own 69.0384% of
LINCOLN’s issued and outstanding shares. There are no existing agreements,
options, commitments or rights of any kind with, any person to acquire any of
LINCOLN’s shares. There are no agreements relating to the voting, purchase or
sale of capital stock (i) between or among the Company and any of its
stockholders, (ii) between or among any Seller and any third party, or (iii) to
the best knowledge of the Sellers between or among any of the Company
stockholders. The Company is not a party to any agreement granting any
stockholder of the Company the right to cause the Company to register shares of
the capital stock of the Company held by such stockholder under the Securities
Act. The stockholder list provided to the Purchaser is a current shareholder
list generated by its transfer agent, and such list accurately reflects all of
the issued and outstanding shares of the Company Common Stock.

     All of the LINCOLN Shares being
sold are restricted shares because they have not been the subject of a
registration statement filed with the SEC.

     A list of all registered and
beneficial shareholders of LINCOLN is attached hereto as Exhibit 3.4. The
exhibit shows which shares are free-trading and which are restricted.

     3.5 Financial Statements.
Lincoln is current with all of its filings pursuant to the Exchange Act of 1934.
All of these filings are available at sec.gov. 

     3.6 Absence of Undisclosed
Liabilities. LINCOLN currently has no liabilities or obligations of any
nature whatsoever (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due) including
any liability for taxes or for any goods or services used by LINCOLN. For
purposes of this Agreement, the term "liabilities" shall include, without
limitation, any direct or indirect indebtedness, guaranty, endorsement, claim,
loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or
unfixed, asserted or unasserted, liquidated or unliquidated, known or unknown,
secured or unsecured.

Page 7 of 18




     3.7 Tax and Other Returns and
Reports. All federal, state, local and foreign tax returns, reports,
statements and other similar filings required to be filed by LINCOLN (the "Tax
Returns") with respect to any federal, state, local or foreign taxes,
assessments, interest, penalties, deficiencies, fees and other governmental
charges or impositions, (including without limitation all income tax,
unemployment compensation, social security, payroll, sales and use, excise,
privilege, property, ad valorem, franchise, license and any other tax or similar
governmental charge, or imposition under laws of the United States or any state
of municipal or political subdivision thereof or any foreign Country or
political subdivision thereof) (the "Taxes") have been filed with the
appropriate governmental agencies in all jurisdictions in which such Tax Returns
are required to be filed, and all such Tax Returns properly reflect the
liabilities of LINCOLN for Taxes for the periods, property or events covered
thereby. All Taxes, including those without limitation which are called for by
the Tax Returns, or heretofore or hereafter claimed to be due by any taxing
authority from LINCOLN, have been properly accrued or paid. The accruals for
Taxes contained in the Most Recent Balance Sheet are adequate to cover the tax
liabilities of LINCOLN as of that date and include adequate provision for all
deferred taxes, and nothing has occurred subsequent to that date to make any of
such accruals inadequate. LINCOLN has not received any notice of assessment or
proposed assessment in connection with any Tax Retmns and there are not pending
tax examinations of or tax claims asserted against LINCOLN or any of its assets
or properties. LINCOLN has not extended, or waived the application of, any
statue of limitations of any jurisdiction regarding the assessment or collection
of any Taxes. There are no tax liens on any of the assets or properties of
LINCOLN. There is no basis for any additional assessment of any Taxes. LINCOLN
has made all deposits required by law to be made with respect to any withholding
or other employment taxes, including without limitation the portion of such deposits relating to taxes
imposed upon LINCOLN.

Page 8 of 18




     3.8 Books of Account; Bank
Accounts. The books, records and accounts of LINCOLN accurately and fairly
reflect, all assets and liabilities of LINCOLN. LINCOLN will have no bank
accounts as of closing.

     3.9 Compliance with Law:
Authorizations. LINCOLN is not in violation of any law, ordinance, or
governmental or regulatory rule or regulation, whether federal, state, local or
foreign ("Regulations"). LINCOLN holds or possesses all franchises, licenses,
permits, easements, rights, applications, filings, registrations and other
authorizations from governmental authorities ("Authorizations") which are
necessary for it to conduct business. LINCOLN is not in default, nor has it
received any notice of any claim of default, with respect to any such
Authorization, and each Authorization is in full force an effect.

     3.10 Litigation. No
litigation, including any suit, arbitration, mediation, claim, investigation,
judgment, order, governmental or regulatory official, body or authority of any
kind or nature is pending or threatened, against LINCOLN and LINCOLN has never
been a party to any such litigation and no dispute is pending or threatened
which in any manner challenges or seeks to prevent, enjoin, alter or delay the
Transaction.

     3.11 Agreements etc.
LINCOLN is not party to any contracts, agreements, understandings (written or
oral), instruments, contracts any nature whatsoever and LINCOLN has never been a
party to any contracts, agreements, understandings (written or oral) of any kind
or nature whatsoever, other than those delivered to counsel for Buyer in exhibit
3.11.

     3.12 Related Parties.
LINCOLN has no liabilities or obligations to any officers, directors, former
employees, or affiliates including Sellers and/or their respective
affiliates.

     3.13 Employees. LINCOLN
has no employees or independent consultants and has never had any employees or
independent consultants. LINCOLN does not maintain any employee benefit or stock
option plans.

     3.14 Registration Rights.
LINCOLN is not under any obligation and has not granted any rights to register
any of LINCOLN's stock or other securities or any securities that may
be issued. No stockholder of LINCOLN has entered into any agreement with respect
to the voting of LINCOLN stock.

Page 9 of 18




     3.15 Environmental.
LINCOLN is not in violation of any applicable statute, law or regulation
relating to the environment or occupational health and safety.

     3.16 Full Disclosure.
LINCOLN and Sellers have provided the Buyer with all information requested by
the Buyer in connection with its decision to purchase the LINCOLN shares.
Neither this Agreement, the exhibits and schedules hereto, the Related
Agreements nor any other document delivered by LINCOLN and/or the Sellers to
Buyer or its attorneys or agents in connection herewith or therewith or with the
transaction contemplated hereby or thereby, contain any untrue statement of a
material fact nor omit to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances in which
that are made, not misleading.

     3.17 SEC Reports. LINCOLN
has filed all proxy statements, reports and other documents required to be filed
by it under the Securities Exchange Act of 1934, as amended. Each SEC Report
was, at the time of its filing, in compliance with the requirements of it’s
respective form and none of the SEC Reports, nor the financial statements (and
the notes (hereto) included in the SEC Reports, as of their respective filing
dates, contained any untrue statement or a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

     3.18 Listing. LINCOLN's
Common stock is listed for trading on the OTC Bulletin Board and satisfies the
requirements for the continuation of such listing. The Company has not received
any written notice from FINRA or NASDAQ that its common stock will be delisted
from the OTC Bulletin Board or that its common stock does not meet all
requirements for listing. No stop orders are in effect or threatened.

     3.19 Brokers' Fees.
LINCOLN has no liability or obligation to pay any fees or commissions to any
broker, finder, or agent except for fees and commissions payable at closing out
of the sale proceeds.

Page 10 of 18




     3.20 Assets. LINCOLN has
no assets of any kind except as shown on Exhibit 3.20 hereto.

     3.21 DTC Eligibility.
LINCOLN's securities are eligible for deposit at the Depository Trust Company
(DTC).

     3.22 Market Maker. LINCOLN
has at least one market maker for its common shares and such market makers have
obtained all permits and made all filings necessary in order for such market
makers to continue as market makers of the Company.

     3.23 Current Information.
Since March 31, 2010, there has not been any event or condition of any character
which has adversely affected, or may be expected to adversely affect, LINCOLN’s
business or prospects, including, but not limited to any adverse change in the
condition, assets, liabilities (existing or contingent) or business of LINCOLN
from that shown in the financial statements of LINCOLN included in its quarterly
report on Form 10-Q filed for the quarter ended March 31, 2009.

     3.24 March 31, 2010 10Q.
Form 10Q for the Period Ended March 31, 2010. The Sellers will cause to be filed
LINCOLN's Form 10-Q for the period ended March 31, 2010 at their expense.

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to
Sellers that the statements contained in this Article IV are correct and
complete as of the date of this Agreement and as of the Closing Date (as though
made on such date).

     4.1 Corporate Existence.
Buyer may form a Corp to take title to the LINCOLN shares. This company duly
organized and validly existing under the laws of the State of Nevada.

     4.2 Corporate Power and
Authorization. Buyer has the power, authority and legal right to execute,
deliver and perform this Agreement and the Related Documents to which it is a
party. The execution, delivery and performance of this Agreement and the Related
Documents by Buyer have been duly authorized by all necessary corporate action.
This Agreement has been, and the Related Documents to which Buyer will be a
party will be, duly executed and delivered by Buyer, and this Agreement
constitutes, and the Related Documents when executed and delivered will
constitute, the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective
terms.

Page 11 of 18




     4.3 Execution of
Agreement. The execution and delivery of this Agreement and Related
Documents does not, and the consummation of the transactions contemplated hereby
will not: (a) violate, conflict with, modify or cause any default under or
acceleration of (or give any party any right to declare any default of
acceleration upon notice or passage of time or both), in whole or in part, any
charter, article of inCorp, bylaw, mortgage, lien, deed of trust, indenture,
lease, agreement, instrument, order, injunction, decree, judgment, law or any
other restriction of any kind to which the Buyer is a party or by which they are
bound; (b) result in the creation of any security interest, lien, encumbrance,
adverse claim, proscription or restriction on any property or asset (whether
real, personal, mixed, tangible or intangible), right, contract, agreement or
business of the Buyer; (c) violate any law, rule or regulation of any federal or
state regulatory agency; or (d) permit any federal or state regulatory agency to
impose any restrictions or limitations of any nature on the Buyer or any of its
actions.

     4.4 Restricted Securities.
Buyer acknowledges that some of the LINCOLN Shares will be "restricted
securities" (as such term is defined Rule 144 promulgated under the Securities
Act of 1933, as amended ("Rule 144")), and will include the restrictive legend
set forth in Section 2.2 hereof, and, except as otherwise set forth in this
Agreement, that the shares cannot be sold for a period of at least one year from
the date of issuance unless registered with the United States Securities and
Exchange Commission ("SEC") and qualified by appropriate state securities
regulators, or unless the Buyer obtains written consent from LINCOLN and
otherwise comply with an exemption from such registration and qualification
(including, without limitation, compliance with Rule 144).

ARTICLE V - INDEMNIFICATION

     5.1 Survival of
Representations and Warranties. All representations and warranties made by
the parties in this Agreement or in Related Document in connection with
negotiation, execution and performance of this Agreement shall survive the
Closing. Notwithstanding any investigation or audit conducted before or after
the Closing Date or the decision of any party to complete the Closing, each
party shall be entitled to rely upon the representations and warranties set forth herein and
therein.

Page 12 of 18




     5.2 Indemnification by
Sellers. The Sellers, jointly and severally, shall indemnify, defend and
hold Buyer, its members, directors, officers, affiliates, successors, assigns
and agents (collectively, the “Buyer Indemnified Parties”) harmless from,
against and in respect of, any and all claims, losses, damages, liabilities,
expenses or costs, including reasonable attorneys' fees, costs and expenses of
investigation, penalties, interest and amounts paid in settlement incurred or to
be incurred by any of Buyer Indemnified Parties, by reason of, arising out of or
related to:

     (a) any breach, inaccuracy, or
nonfulfillment in or of any representation, warranty, covenant, agreement or
undertaking of Sellers or LINCOLN contained in this Agreement, or in any
Exhibit, Schedule or ancillary document delivered pursuant hereto;

     (b) claims or demands from, or
relating to, the conduct of LINCOLN or the Sellers prior to the Closing
Date.

     5.3 Indemnification by the
Buyer. Buyer shall indemnify, defend and hold Sellers harmless from, against
and in respect of, any and all claims, losses, damages, liabilities, expenses or
costs, inducting reasonable attorneys' fees, costs and expenses of investigation
and defense of claims, and penalties, interest and amounts paid in settlement
incurred or to be incurred by Sellers by reason of, arising out of or related to
any breach, inaccuracy, or nonfulfillment in or of any representation, warranty,
covenant, agreement or undertaking of Buyer contained in this Agreement.

     5.4 Notice of Claims. With
respect to any matter as to which any of the Buyer’s Indemnified Parties or the
Seller's Indemnified Parties (the "Indemnified Person") is entitled to
indemnification from any other person or entity (the "Indemnifying Person")
under this Article IX, the Indemnified Person shall have the right, but not the
obligation, to contest, defend or litigate, and to retain counsel of its choice
in connection with, any claim, action, suit or proceeding by any third party
alleged or asserted against the Indemnified Person in respect of, resulting
from, relating to or arising out of such matter, and the costs and expenses
thereof shall be subject to the indemnification obligations of the Indemnifying Person
hereunder.

Page 13 of 18




ARTICLE VI DUE DILIGENCE

     Prior to the Closing, the Buyer
will conduct a due diligence investigation relative to the Company and the
representations, warranties and covenants of the Sellers and the Company.
Sellers and the Company agree to provide the Buyer and its agents and
representatives with any and all due diligence documents reasonably requested,
including but not limited to financial statements and evidence of the Company’s
good standing in all jurisdictions where it is authorized to do business. Buyer
shall have the right, in its sole discretion, to terminate this Agreement at any
time prior to the Closing, without any liability therefor, should it determine
that any representation, warranty or covenant of any Seller or the Company is
untrue, misleading or cannot be verified through the due diligence process or if
the Buyer determine, in their sole discretion that the Company is unsuitable for
use as a vehicle for a reverse acquisition transaction.

ARTICLE VII - POST CLOSING MATTERS

      Maintenance of Books and
Records. Each of Sellers and Buyer shall preserve until the third
anniversary of the Closing Date all material records possessed or to be
possessed by such party relating to any of the assets, liabilities or business
of LINCOLN, except that certain tax records shall be preserved until the statute
of limitations for such tax has passed. After the Closing Date, where there is a
legitimate purpose, such party shall provide the other parties with access, upon
prior reasonable written request specifying the legitimate purpose therefore,
during regular business hours, to (i) the officers, employees or other
representatives of such party and (ii) the books of account and records of such
party, but, in each case, only to the extent relating to the assets, liabilities
or business of LINCOLN, and the other parties and their representatives shall
have the right to make copies of such books and records; provided, however, that
the foregoing right of access shall not be exercisable in such a manner as to
interfere unreasonably with the normal operations and business of such party;
and further, provided, that, as to so much of such information as constitutes
trade secrets or confidential business information of such party, the requesting
party and its officers, directors and representatives will use due care to not disclose
such information except (i) as required by law, (ii) with the prior written
consent of such party, which consent shall not be unreasonably, withheld, or
(iii) where such information becomes available to the public generally, or
becomes generally known to competitors of such party, through sources other than
the requesting party, its affiliates or its officers, directors and
representatives.

Page 14 of 18




ARTICLE VIII - MISCELLANEOUS

     8.1 Expenses. Except as
otherwise provided in this Agreement, each party shall pay its own expenses
incidental to the preparation of this Agreement, the carrying out of this
provisions of this Agreement and the consummation of the Transaction.

     8.2 Contents of Agreements:
Parties in Interest. This Agreement set forth the entire understanding of
the parties hereto with respect to the Transactions and supersedes all prior
negotiations, representations or agreements. It shall not be amended or modified
except by written instrument duly executed by each of the parties hereto. Any
and all previous agreements and understandings between or among the parties
regarding the subject matter hereof, whether written or oral, are superseded by
this Agreement.

     8.3 Assignment and Binding
Effect. This Agreement may not be assigned by any party hereto without the
prior written consent of the other party. Subject to the foregoing, all of the
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the successors and assigns of Sellers and
Buyer.

     8.4 Amendments and
Waivers. No amendment of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by Buyer arid Sellers. Any term
or provision of this Agreement may be waived at any time by the party entitled
to the benefit thereof by a written instrument duly executed by such party. No
waiver by any party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Page 15 of 18




     8.5 Notices. Any notice,
request, demand, waiver, consent, approval or other communication which is
required or permitted hereunder shall be in writing and shall be deemed given
only if delivered personally or sent by telegram or by registered or certified
mail, postage prepaid, as follows:

If to Sellers: 

TIMOTHY L. KUKER
100 Silver Beach
Ave. 
Apt 612 
Daytona Beach, FL 32118 
USA

If to Buyer: 

SHA CHEN 
Room 2103
Easey
Commercial Building 
253-261 Hennessy Road 
Wanchai, Hong Kong.

or to such other address as the addresses may have specified in
a notice duly given to the sender as provided herein. Such notice, request,
demand, waiver, consent, approval or other communication will be deemed to have
been given as of the date so delivered, telegraphed or mailed.

     8.6 Governing Laws; Consent to
Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS. ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER
CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BROUGHT ONLY
IN ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK.

     BOTH PARTIES AND THE INDIVIDUALS
EXECUTING THIS AGREEMENT AND OTHER AGREEMENTS ON BEHALF OF SUCH PARTIES AGREE TO
SUBMIT TO THE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY.

     8.7 Benefit to Others. The
representations, warranties, covenants and agreements contained in this
Agreement are for the sole benefit of the Parties hereto, and their
shareholders, heirs, executors, administrators, legal representatives, successors and assigns, and they shall not be construed as
conferring any rights on any other persons.

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     8.8 Heading, Gender and
Person. All section headings contained in this Agreement are for convenience
of reference only, do not form a part of this Agreement and shall not affect in
any way the meaning or interpretation of this Agreement. Words used herein,
regardless of the number and gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine, or neuter, as the context requires. Any reference to a
"person" herein shall include an individual, firm, Corp, partnership, trust,
governmental authority or body, association, unincorporated organization or any
other entity.

     8.9 Schedules and
Exhibits. All Exhibits and Schedules referred to herein are intended to be
and hereby are specifically made a part of this Agreement.

     8.10 Severability. Any
provision of this Agreement that is invalid or unenforceable in any jurisdiction
shall be ineffective to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining provisions hereof,
and any such invalidity or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

     8.11 Counterparts. This
Agreement may be executed in any number of counterparts and any Party hereto may
execute any such counterpart, each of which when executed and delivered shall be
deemed to be an original and all of which counterparts taken together shall
constitute but one and the same instrument. This Agreement shall become binding
when one or more Counterparts taken together shall have been executed and
delivered by the Parties. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any of the other
counterparts.

     8.12 Time of the essence.
In the performance of obligations herein time is of the essence.

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     EXECUTED as of the date first
above written by duly authorized officers of the parties hereto, intending to be intending to be legally bound hereby.

	Sellers: 	/s/ Timothy L.
      Kuker                                
      
	                                                                                                                         	TIMOTHY L. KUKER as designated 
	                                                                                                                         	agent with stock power 
	  	  
	  	  
	Buyer: 	/s/ Sha
      Chen                                              
      
	                                                                                                                       
    	SHA CHEN 


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