Heli Electronics Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






SHARE CANCELLATION/RETURN TO TREASURY
AGREEMENT

THIS AGREEMENT made the 15th day of June, 2010

	 BETWEEN: 	
	 	Heli Electronics Corp. 
	 	(the "Company") 
	 AND: 	
	 	Lu Lu 
	 	("Lu") 


WHEREAS:

A. The Company’s board of directors has approved a forward
split of the Company’s common stock on a 120 for 1 basis;

B. Lu is the holder of 300,000,00 post split shares of the
Company’s common stock and agrees herein to cancel 299,500,000 of such shares
(the “Lu Shares”);

C. The Company wishes to closing a share exchange agreement
with Heli Holding Group Ltd., and one of the conditions to closing is the
consummation of this Agreement; 

D. Lu agrees to the cancellation of the Lu Shares as she is no
longer affiliated with the current directors or officers of the Company, has no
involvement with the Company’s current or proposed business operations and seeks
to benefit the Company’s minority shareholders with such cancellation; and

E. Each of the Company and Lu deem it to be in their respective
best interests to immediately cancel the Lu Shares.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants contained herein (the sufficiency whereof is hereby
acknowledged by the parties hereto) and the closing of the share exchange
agreement with Heli Holding Group Ltd., the parties hereby agree to and with
each other as follows:

	1. 	
      CANCELLATION OF LU SHARES

	 	 	 
		1.1 	
      The Lu Shares shall be cancelled effective on the date of
      this Agreement.

	 	 	 
	2. 	
      RELEASE

	 	 	 
		2.1 	
      Lu, together with her affiliates, shareholders, heirs,
      executors, administrators, and assigns, does hereby remise, release and
      forever discharge the Company, its respective directors, officers,
      shareholders, employees and agents, and their respective successors and
      assigns, of and from all claims, causes of action, suits and demands
      whatsoever which Lu ever had, now or may have howsoever arising out of the
      original grant and this cancellation of the Lu Shares.

	 	 	 
	3. 	
      COUNTERPARTS

	 	 	 
		3.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same
instrument.







- 2 -

	4. 	
      ELECTRONIC MEANS

	 	 	 
		4.1 	
      Delivery of an executed copy of this Agreement by
      electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy will be deemed to be
      execution and delivery of this Agreement as of the date set forth on page
      one of this Agreement.

	 	 	 
	5. 	
      FURTHER ASSURANCES

	 	 	 
		5.1 	
      As and so often as may be required, the parties will
      execute and deliver all such further documents, do or cause to be done all
      such further acts and things, and give all such further assurances as in
      the opinion of the Company or its counsel are necessary or advisable to
      give full effect to the provisions and intent of this Agreement.

	 	 	 
	6. 	
      PROPER LAW

	 	 	 
		6.1 	
      This Agreement will be governed by and construed in
      accordance with the law of the State of Nevada.

	 	 	 
	7. 	
      INDEPENDENT LEGAL ADVICE

	 	 	 
		7.1 	
      By signing this Agreement, Lu confirms that he fully
      understands this Agreement and has obtained independent legal
    advice.

	 	 	 
	8. 	
      NO CONSOLIDATION

	 	 	 
		8.1 	
      The Company agrees that it will not undertake any reverse
      splits or consolidations of its issued, outstanding or authorized common
      stock for a period of 3 months from the date of this
  Agreement.



IN WITNESS WHEREOF the parties have executed and
delivered this Agreement.

HELI ELECTRONICS Corp.

Per: /s/ Lu
Lu                                    
 
       Authorized Signatory

LU LU

/s/ Lu
Lu