ex10-1.htm


    Exhibit 10.1

    Stock   Purchase   Agreement

    


    THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made effective as of
the 5th day of March 2008, by and among Valda Downing and Karl Antonius
(collectively the “Sellers”)
and Hugh Downing (being herein referred to as “Purchaser”).

     

    PRELIMINARY
STATEMENTS

    


    
      	
               
      

            	
              A.

            	
              Ms.
      Downing is an individual owning an aggregate of 5,500,000 shares of
      Suncross Exploration Corporation (“Suncross”),
      and Mr. Antonius is an individual owning an aggregate of 4,500,000 shares
      of Suncross.

            


    

    


    
      	
               
      

            	
              B.

            	
              Ms.
      Downing is willing to sell 5,500,000 shares of common stock of Suncross,
      and Mr. Antonius is willing to sell 4,500,000 shares of common stock of
      Suncross, an aggregate of 10,000,000 shares of common stock of Suncross
      (the “Common
      Stock”).

            


    

    


    
      	
               
      

            	
              C.

            	
              Sellers
      desire to sell the Common Stock to Purchaser, and Purchaser desires to
      purchase the Common Stock from Sellers, on the terms, provisions and
      conditions set forth herein.

            


    

    


    NOW, THEREFORE, in
consideration of the mutual agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Sellers and Purchaser do hereby agree as follows:

     

    ARTICLE
I

     

    Purchase and Sale of the
Common Stock

    


    Section 1.01.  Purchase and
Sale.  On the Closing Date (as defined below) and upon the
terms and subject to the conditions set forth herein, the Sellers shall deliver
the 10,000,000 shares of Suncross Common Stock to the Purchaser free and clear
of all liens, and Purchaser shall purchase the Common Stock from the Sellers in
accordance with Section 1.02 below.

    


    Section 1.02.  Purchase
Price.  The purchase price (the “Purchase
Price”) for the
Common Stock shall be $10,000 (or $0.001 per share of Common Stock sold),
constituting $5,500 for the 5,500,000 shares of common stock sold by Ms. Downing
and $4,500 for the 4,500,000 shares of common stock sold by Mr.
Antonius.

    


    Section 1.03.  Time and Place of
Closing.  Subject to the satisfaction or waiver of the
conditions herein, the closing (the “Closing”) of the transactions
contemplated by this Agreement shall take place on or before March __, 2008 or
at such time, date or place as Sellers and Purchaser may
agree (the “Closing
Date”).

    


           
Section 1.04.  Delivery of the Common
Stock; Payment of Purchase Price.  At Closing:  (a)
the Sellers shall deliver to the Purchaser the certificates representing the
Common Stock, duly endorsed in blank or accompanied by stock powers duly
endorsed in blank, with all taxes attributable to the transfer and sale of the
Common Stock paid by the Sellers; and (b) the Purchaser shall deliver to the
Sellers Purchase Price in accordance with Section 1.02.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
II

     

    Representations and
Warranties of Sellers and Suncross

    


    Subject to all of the terms, conditions
and provisions of this Agreement, the Sellers and Suncross hereby represent and
warrant to Purchaser, as of the date hereof and as of the Closing, as
follows:

    


    Section 2.01.  Organization and
Qualification.  Suncross is a Nevada corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada (and/or that Suncross and Sellers have taken or will take action
subsequent to the parties entry into this Agreement to make Suncross in good
standing with the State of Nevada).  Suncross has all requisite power
and authority, corporate or otherwise, to own, lease and operate its assets and
properties and to carry on its business as now being
conducted.  Suncross does not have any subsidiaries or predecessor
corporations.

    


    Section 2.02.  Capitalization of Suncross;
Title to the Common Stock.  There are 100,000,000 shares of
common stock authorized of Suncross,  $0.001 par value per share, of
which approximately 12,148,250 shares of common stock are issued and outstanding
and 20,000,000 shares of preferred stock authorized of Suncross, $0.001 par
value per share, of which no shares of preferred stock are issued and
outstanding.  All of the outstanding shares of common stock have been
duly authorized and validly issued, are fully paid and nonassessable and are
free of preemptive rights.  The Common Stock transferred by the
Sellers to Purchaser will be free and clear of liens.  There are no
outstanding or authorized subscriptions, options, warrants, calls, rights or
other similar contracts, including rights of conversion or exchange under any
outstanding debt or equity security or other contract, to which any of the
Common Stock will be subject or obligating the Sellers and/or Suncross to issue,
deliver or sell, or cause to be issued, delivered or sold, any other shares of
capital stock of Suncross or any other debt or equity securities convertible
into or evidencing the right to subscribe for any such shares of capital stock
or obligating the Sellers and/or Suncross to grant, extend or enter into any
such contract.  There are no voting trusts, proxies or other contracts
to which Sellers and/or Suncross are a party or are bound with respect to the
voting of any shares of capital stock of Suncross.  The Sellers have
full legal right to sell, assign and transfer the Common Stock to Purchaser and
will, upon payment for the Common Stock and delivery to Purchaser of a
certificate or certificates representing the Common Stock, transfer good and
indefeasible title to the Common Stock to Purchaser, free and clear of
liens.

    


    Section 2.03.  Authority.  The
Sellers have all requisite power and authority, corporate or otherwise, to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby and thereby.  The Sellers and Suncross have duly
and validly executed and delivered this Agreement and will, on or prior to the
Closing, execute, such other documents as may be required hereunder and,
assuming the due authorization, execution and delivery of this Agreement by the
parties hereto and thereto, this Agreement constitutes, the legal, valid and
binding obligation of the Sellers and Suncross, as applicable, enforceable
against the Sellers and Suncross, as applicable, in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally
and general equitable principles.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 2.04.  No
Conflict.  The execution and delivery by the Sellers and
Suncross of this Agreement and the consummation of the transactions contemplated
hereby and thereby, do not and will not, by the lapse of time, the giving of
notice or otherwise:  (a) constitute a violation of any law; (b)
constitute a breach or violation of any provision contained in the Articles of
Incorporation or Bylaws of Suncross; (c) constitute a breach of any provision
contained in, or a default under, any governmental approval, any writ,
injunction, order, judgment or decree of any governmental authority or any
contract to which the Sellers and/or Suncross are a party; or (d) result in or
require the creation of any lien upon the Common Stock.

    


    Section 2.05.  Consents and
Approvals.  No governmental approvals and no notifications,
filings or registrations to or with any governmental authority or any other
person is or will be necessary for the valid execution and delivery by the
Sellers and/or Suncross of this Agreement or the consummation of the
transactions contemplated hereby or thereby, or the enforceability hereof or
thereof, other than those which have been obtained or made and are in full force
and effect.

    


    Section 2.06.  Litigation.  There
are no claims pending or, to the knowledge of the Sellers and Suncross,
threatened against or affecting Suncross or any of its assets and properties
before or by any governmental authority or any other person.  The
Sellers and Suncross have no knowledge of the basis for any claim, which alone
or in the aggregate:  (a) could reasonably be expected to result in
any liability with respect to Suncross; or (b) seeks to restrain or enjoin the
execution and delivery of this Agreement or the consummation of any of the
transactions contemplated hereby or thereby.  There are no judgments
or outstanding orders, injunctions, decrees, stipulations or awards against
Suncross or any of its assets and properties.

    


    Section 2.07.  Brokers, Finders and
Financial Advisors.  No broker, finder or financial advisor has
acted for Sellers in connection with this Agreement or the transactions
contemplated hereby or thereby, and no broker, finder or financial advisor is
entitled to any broker’s, finder’s or financial advisor’s fee or other
commission in respect thereof based in any way on any contract with
Sellers.

    


    Section 2.08.  Disclosure.  The
schedules, documents, exhibits, reports, certificates and other written
statements and information furnished by or on behalf of Sellers and/or Suncross
to the Purchaser do not contain any material misstatement of fact or, to the
knowledge of Sellers and Suncross, omit to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading.  Sellers and Suncross have
not withheld any fact known to them which has or is reasonably likely to have a
material adverse effect with respect to Suncross.

    


    Section 2.09.  Ownership.  The
Sellers represent and warrant that they own 10,000,000 shares of common stock of
Suncross that are subject to this Agreement.

    


    ARTICLE
III

     

    Representations and
Warranties of Purchaser

    


    Subject to all of the terms, conditions
and provisions of this Agreement, Purchaser hereby represents and warrants to
the Sellers, as of the date hereof and as of the Closing, as
follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 3.01.  Authority.  Purchaser
has all requisite power and authority to execute and deliver this Agreement and
to consummate the transactions contemplated hereby and
thereby.  Purchaser has duly and validly executed and delivered this
Agreement and, assuming the due authorization, execution and delivery of this
Agreement by the other parties hereto and thereto, this Agreement constitutes
the legal, valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally and general equitable
principles.

    


    Section 3.02.  No
Conflict.  The execution and delivery by Purchaser of this
Agreement and the consummation of the transactions contemplated hereby and
thereby do not and shall not, by the lapse of time, the giving of notice or
otherwise:  (a) constitute a violation of any law; or (b) constitute a
breach of any provision contained in, or a default under, any governmental
approval, any writ, injunction, order, judgment or decree of any governmental
authority or any contract to which Purchaser is a party or by which Purchaser is
bound or affected.

    


    Section 3.03.  Consents and
Approvals. No governmental approvals and no notifications, filings or
registrations to or with any governmental authority or any other person is or
will be necessary for the valid execution and delivery by Purchaser of this
Agreement and the closing documents to which it is a party, or the consummation
of the transactions contemplated hereby or thereby, or the enforceability hereof
or thereof, other than those which have been obtained or made and are in full
force and effect.

    


    Section 3.04.  Litigation.  There
are no claims pending or, to the knowledge of Purchaser, threatened, and
Purchaser has no knowledge of the basis for any claim, which either alone or in
the aggregate, seeks to restrain or enjoin the execution and delivery of this
Agreement or the consummation of any of the transactions contemplated hereby or
thereby.  There are no judgments or outstanding orders, injunctions,
decrees, stipulations or awards against Purchaser which prohibits or restricts,
or could reasonably be expected to result in any delay of, the consummation of
the transactions contemplated by this Agreement.

    


    Section 3.05.  Brokers, Finders and
Financial Advisors.   No broker, finder or financial
advisor has acted for Purchaser in connection with this Agreement or the
transactions contemplated hereby or thereby, and no broker, finder or financial
advisor is entitled to any broker’s, finder’s or financial advisor’s fee or
other commission in respect thereof based in any way on any contract with
Purchaser.

    


    Section 3.06.  Restricted Common
Stock.  The Purchaser understands that Suncross has not
registered the Common Stock under the Securities Act of 1933, as amended (the
“Act”) or the applicable securities laws of any state in reliance on exemptions
from registration.  The Purchaser further understands that such
exemptions depend upon the Purchaser’s investment intent at the time the
Purchaser acquires the Common Stock, the Purchaser therefore represents and
warrants that the Purchaser is purchasing the Common Stock for her own account
for investment and not with a view to distribution, assignment, resale or other
transfer of the Common Stock.  Except as specifically stated herein,
no other person has a direct or indirect beneficial interest in the Common
Stock.  Because the Common Stock shares are not registered, the
Purchaser is aware that he must hold them indefinitely unless they are
registered under the Act and any applicable state securities laws or he must
obtain exemptions from such registration.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
IV

     

    Covenants

    


    Section 4.01.  Further
Assurances.  Sellers, Suncross and Purchaser agree that, from
time to time, whether before, at or after the Closing, each of them will take
such other action and to execute, acknowledge and deliver such contracts, deeds,
or other documents (a) as may be reasonably requested and necessary or
appropriate to carry out the purposes and intent of this Agreement; or (b) to
effect or evidence the transfer to the Purchaser of the Common Stock held by or
in the name of the Sellers.

    


    Section 4.02.  Conduct of
Business.  Except as otherwise contemplated by this Agreement,
after the date hereof and prior to the Closing or earlier termination of this
Agreement, unless Purchaser shall otherwise agree in writing, Suncross
shall

    


    (a)           not
take or perform any act or refrain from taking or performing any act which would
have resulted in a breach of the representations and warranties set forth in
Article II;

    


    (b)           not
enter into any agreement, or extend an existing agreement that will survive
after the Closing;

    


    (c)           not
sell, pledge, lease, license or otherwise transfer any of their assets or
properties or make any payments or distributions to Suncross or any of its
affiliates; and

    


    (d)           not
make any payments or distributions of assets or properties to Suncross or its
shareholders.

    


    Prior to
the Closing, Suncross shall exercise, consistent with the terms and conditions
of this Agreement, complete control and supervision of its
operations.

    


    Section 4.03.  Public
Announcements.  Except as required by law, without the prior
written approval of the other party, neither Sellers, Suncross nor Purchaser
will issue, or permit any agent or affiliate thereof to issue, any press release
or otherwise make or permit any agent or affiliate thereof to make, any public
statement or announcement with respect to this Agreement or the transactions
contemplated hereby and thereby.

     

    ARTICLE
V

     

    Conditions

    


    Section 5.01.  Conditions to Obligations of
each of the Parties.  The respective
obligations of each party to consummate the transactions contemplated hereby
shall be subject to the fulfillment at or prior to the Closing of the following
conditions: (a) no preliminary or permanent injunction or other order, decree or
ruling which prevents the consummation of the transactions contemplated by this
Agreement shall have been issued and remain in effect; (b) no claim shall have
been asserted, threatened or commenced and no law shall have been enacted,
promulgated or issued which would reasonably
be expected to (i) prohibit the purchase of, payment for or retention of the
Common Stock by Purchaser or the consummation of the transactions contemplated
by this Agreement or (ii) make the consummation of any such transactions
illegal; and (c) all approvals legally required for the consummation of the
transactions contemplated by this Agreement shall have been obtained and be in
full force and effect at the Closing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    Section 5.02.  Conditions to Obligations of
Sellers.  The obligations of
Sellers to consummate the transactions contemplated hereby shall be subject to
the fulfillment at or prior to the Closing Date of the following additional
conditions, except as Sellers may waive in writing: (a) Purchaser shall have
complied with and performed in all material respects all of the terms,
covenants, agreements and conditions contained in this Agreement which are
required to be complied with and performed on or prior to Closing; and (b) the
representations and warranties of Purchaser in this Agreement shall have been
true and correct on the date hereof or thereof, as applicable, and such
representations and warranties shall be true and correct on and at the Closing
(except those, if any, expressly stated to be true and correct at an earlier
date), with the same force and effect as though such representations and
warranties had been made on and at the Closing.

    


    Section 5.03.  Conditions to Obligations of
Purchaser.  The obligations of Purchaser to consummate the
transactions contemplated hereby shall be subject to the fulfillment at or prior
to Closing of the following additional conditions, except as Purchaser may waive
in writing: (a) the Sellers and Suncross shall have complied with and performed
in all material respects all of the terms, covenants, agreements and conditions
contained in this Agreement which are required to be complied with and performed
on or prior to Closing; and (b) the representations and warranties of Sellers
and Suncross in this Agreement shall have been true and correct on the date
hereof or thereof, as applicable, and such representations and warranties shall
be true and correct on and at the Closing (except those, if any, expressly
stated to be true and correct at an earlier date), with the same force and
effect as though such representations and warranties had been made on and at the
Closing.

     

    ARTICLE
VI

     

    Indemnification

    


    Section 6.01.  Indemnification of
Sellers.  Subject to the terms and conditions of this Article
VI, Purchaser agrees to indemnify, defend and hold harmless Sellers, from and
against any and all claims, liabilities and losses which may be imposed on,
incurred by or asserted against, arising out of or resulting from, directly or
indirectly:

     

            (a)           the
inaccuracy of any representation or breach of any warranty of Purchaser
contained in or made pursuant to this Agreement which was not disclosed to
Sellers in writing prior to
the Closing; provided
that no such notification shall be deemed to waive or abrogate any right of
Sellers with respect to conditions to Closing in Section 5.02;

     

            (b)           the
breach of any covenant or agreement of Purchaser contained in this Agreement;
or


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

            (c)           any
claim to fees or costs for alleged services by a broker, agent, finder or other
person claiming to act in a similar capacity at the request of Purchaser in
connection with this Agreement; provided, however, that
Purchaser shall not be liable for any portion of any claims, liabilities or
losses resulting from a material breach by Sellers, of any of its obligations
under this Agreement or from Sellers’s gross negligence, fraud or willful
misconduct.

    


    Section 6.02.  Indemnification of
Purchaser.  Subject to the terms and conditions of this Article
VI, from and after the Closing, Sellers agree to indemnify, defend and hold
harmless the Purchaser, its respective affiliates, its respective present and
former directors, officers, shareholders, employees and agents and its
respective heirs, executors, administrators, successors and assigns (the “Purchaser
Indemnified Persons”), from and against any and all claims, liabilities
and losses which may be imposed on, incurred by or asserted against any
Purchaser Indemnified Person, arising out of or resulting from, directly or
indirectly:

     

            (a)           the
inaccuracy of any representation or breach of any warranty of the Sellers or
Suncross contained in or made pursuant to this Agreement which was not disclosed
to Purchaser in writing prior to the Closing; provided that no such
notification shall be deemed to waive or abrogate any right of Purchaser with
respect to conditions to Closing in Section 5.03;

     

            (b)           the
breach of any covenant or agreement of Sellers or Suncross contained in this
Agreement;

     

            (c)           the
conduct of the business of Suncross prior to the Closing; or

     

            (d)           any
claim to fees or costs for alleged services rendered by a broker, agent, finder
or other person claiming to act in a similar capacity at the request of the
Sellers in connection with this Agreement; provided, however, that
Sellers and Suncross shall not be liable for any portion of any claims,
liabilities or losses resulting from a material breach by Purchaser of its
obligations under this Agreement or from a Purchaser Indemnified Person’s gross
negligence, fraud or willful misconduct.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
VII

     

    Miscellaneous

    


    Section 7.01.  Notices.  Any
and all notices, requests or other communications hereunder shall be given in
writing and delivered by: (a) regular, overnight or registered or certified mail
(return receipt requested), with first class postage prepaid; (b) hand delivery;
(c) facsimile transmission; or (d) overnight courier service, to the parties at
the following addresses or facsimile numbers:

    


    


    (i) if to
Sellers,
to:                                                Valda
Downing

                   ____________________

                   ____________________


                   ____________________

    


                   Karl
Antonius

    ____________________

    ____________________

    ____________________

    


    


    (ii) if to Purchaser,
to:                                         Hugh
Downing

    Flat 46 Marlborough

    61 Walton St., South
Kensington

    London SW32JX

    UK

    


    


    (ii)  Copies
to:                                                       The
Loev Law Firm, PC

    6300 West
Loop South, Suite 280,

    Bellaire,
Texas 77401

    Telephone
Number:  (713) 524-4110

    Facsimile
Number:  (713) 524-4122

    


    or at
such other address or number as shall be designated by either of the parties in
a notice to the other party given in accordance with this Section
7.01.  Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given: (A) in the case of a
notice sent by regular or registered or certified mail, three business days
after it is duly deposited in the mails; (B) in the case of a notice delivered
by hand, when personally delivered; (C) in the case of a notice sent by
facsimile, upon transmission subject to telephone confirmation of receipt; and
(D) in the case of a notice sent by overnight mail or overnight courier service,
the next business day after such notice is mailed or delivered to such courier,
in each case given or addressed as aforesaid.

    


    Section 7.02.  Benefit and
Burden.  This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their successors and permitted
assigns.

    


    Section 7.03.  No Third Party
Rights.  Nothing in this Agreement shall be deemed to create
any right in any creditor or other person not a party hereto (other than the
Purchaser Indemnified Persons) and this Agreement shall not be construed in any
respect to be a contract in whole or in part for the benefit of any third party
(other than the Purchaser Indemnified Persons).

    


    Section 7.04.  Amendments and
Waiver.  No amendment, modification, restatement or supplement
of this Agreement shall be valid unless the same is in writing and signed by the
parties hereto.  No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the party against whom that waiver is
sought to be enforced.

    


    Section 7.05.  Assignments.  Purchaser
may assign any of its rights, interests and obligations under this Agreement and
must notify Sellers in writing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section 7.06.  Counterparts.  This
Agreement may be executed in counterparts and by the different parties in
separate counterparts, each of which when so executed shall be deemed an
original and all of which taken together shall constitute one and the same
agreement.

    


    Section 7.07.  Captions and
Headings.  The captions and headings contained in this
Agreement are inserted and included solely for convenience and shall not be
considered or given any effect in construing the provisions hereof if any
question of intent should arise.

    


    Section 7.08.  Construction.  The
parties acknowledge that each of them has had the benefit of legal counsel of
its own choice and has been afforded an opportunity to review this Agreement
with its legal counsel and that this Agreement shall be construed as if jointly
drafted by the parties hereto.

    


    Section 7.09.  Severability.  Should
any clause, sentence, paragraph, subsection, Section or Article of this
Agreement be judicially declared to be invalid, unenforceable or void, such
decision will not have the effect of invalidating or voiding the remainder of
this Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have been
stricken herefrom by the parties, and the remainder will have the same force and
effectiveness as if such stricken part or parts had never been included
herein.

    


    Section 7.10.  Effect of Facsimile and
Photocopied Signatures. This Agreement may be executed in several
counterparts, each of which is an original.  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.  A copy of this Agreement
signed by one party and faxed to another party shall be deemed to have been
executed and delivered by the signing party as though an original.  A
photocopy of this Agreement shall be effective as an original for all
purposes.

    


    Section 7.11.  Remedies.  The
parties agree that the covenants and obligations contained in this Agreement
relate to special, unique and extraordinary matters and that a violation of any
of the terms hereof or thereof would cause irreparable injury in an amount which
would be impossible to estimate or determine and for which any remedy at law
would be inadequate.  As such, the parties agree that if either party
fails or refuses to fulfill any of its obligations under this Agreement or to
make any payment or deliver any instrument required hereunder or thereunder,
then the other party shall have the remedy of specific performance, which remedy
shall be cumulative and nonexclusive and shall be in addition to any other
rights and remedies otherwise available under any other contract or at law or in
equity and to which such party might be entitled.

    


    Section 7.12.  Applicable
Law.  THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVIDENCE OF
BRITISH COLUMBIA, CANADA, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.

    


    Section 7.13.  Submission to
Jurisdiction.  Each of the parties hereby: (a) irrevocably
submits to the non-exclusive personal jurisdiction of any California court, over
any claim arising out of or relating to this Agreement and irrevocably agrees
that all such claims may be heard and determined in such British Columbia court;
and (b) irrevocably waives, to the fullest extent permitted by applicable
law, any objection it may now or hereafter have to the laying of venue in any
proceeding brought in a California court.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Section 7.14.  Expenses; Prevailing Party
Costs.  The Sellers, Suncross, and Purchaser shall pay their
own expenses incident to this Agreement and the transactions contemplated hereby
and thereby, including all legal and accounting fees and disbursements, and
Sellers shall be solely liable for any and all expenses of the Sellers and/or
Suncross which are incident to this Agreement and the transactions contemplated
hereby and thereby (other than customary general, administrative and overhead
expenses incurred in the ordinary course of
business).  Notwithstanding anything contained herein or therein to
the contrary, if any party commences an action against another party to enforce
any of the terms, covenants, conditions or provisions of this Agreement, or
because of a breach by a party of its obligations under this Agreement, the
prevailing party in any such action shall be entitled to recover its losses,
including reasonable attorneys’ fees, incurred in connection with the
prosecution or defense of such action, from the losing party.

    


    Section 7.15.   Entire
Agreement.  This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations among the
parties with respect to the transactions contemplated hereby and thereby, and
supersedes all prior agreements, arrangements and understandings between the
parties, whether written, oral or otherwise.

     

     

     

    [Remainder
of page left intentionally blank.  Signature page
follows.]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN WITNESS WHEREOF, the
parties have duly executed this Agreement as of the day and year first above
written.

    


    “SELLER”

    


    


    /s/ Valda Downing

    Valda Downing

    Number of shares:
5,500,000

    


    


    /s/ Karl Antonius

    Karl Antonius

    Number of shares:
4,500,000

    


    


    


    “PURCHASER”

    


    


    /s/
Hugh Downing

    Hugh Downing

    


    


    


    SUNCROSS EXPLORATION
CORPORATION

    


    


    By: /s/ Valda Downing

    Its:
President

    Printed
Name: Valda Downing