Stock Purchase Agreement


    Exhibit
      10.3 

    Stock
      Purchase Agreement

    


    THIS
      STOCK PURCHASE AGREEMENT
      (this
“Agreement”)
      is made
      effective as of the ____ day of February 2007, by and among Karl Antonius (the
      “Seller”)
      and
      Valda Downing (being herein referred to as “Purchaser”).

    


    PRELIMINARY
      STATEMENTS

    


    
      	 	
              A.

            	
              Seller
                is an individual owning an aggregate of 10,000,000 shares of Suncross
                Exploration Corporation (“Suncross”),
                and is willing to sell 5,500,000 shares of common stock of Suncross
                (the
                “Common
                Stock”).

            


    

    


    
      	 	
              B.

            	
              Seller
                desires to sell the Common Stock to Purchaser, and Purchaser desires
                to
                purchase the Common Stock from Seller, 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 Seller 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 Seller shall deliver 5,500,000 shares of Suncross Common
      Stock to the Purchaser free and clear of all liens, and Purchaser shall purchase
      the Common Stock from the Seller in accordance with Section 1.02 below.


    


    Section
      1.02. Purchase
      Price.
      The
      purchase price (the “Purchase
      Price”)
      for the
      Common Stock shall be $5,500 (or $0.001 per share of Common Stock
      sold).

    


    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
      January 31, 2007 or at
      such
      time, date or place as Seller and Purchaser may agree (the “Closing
      Date”).

    


    Section
      1.04. Delivery
      of the Common Stock; Payment of Purchase Price.
      At
      Closing: (a) the Seller shall deliver to the Purchaser the certificate (or
      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 Seller; and (b) the
      Purchaser shall deliver to the Seller Purchase Price in accordance with Section
      1.02. 

     


    
      
        
        

      

      
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    ARTICLE
      II

    


    Representations
      and Warranties of Seller and Suncross

    


    Subject
      to all of the terms, conditions and provisions of this Agreement, the Seller
      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 Seller
      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 12,525,125 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 Seller 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 Seller 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
      Seller and/or Suncross to grant, extend or enter into any such contract. There
      are no voting trusts, proxies or other contracts to which Seller and/or Suncross
      are a party or are bound with respect to the voting of any shares of capital
      stock of Suncross. The Seller has 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
      Seller has all requisite power and authority, corporate or otherwise, to execute
      and deliver this Agreement and to consummate the transactions contemplated
      hereby and thereby. The Seller 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 Seller and Suncross, as applicable, enforceable against the Seller 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.

     

    
      
        
        

      

      
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    Section
      2.04. No
      Conflict.
      The
      execution and delivery by the Seller 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 Seller 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 Seller 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 Seller 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 Seller 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 Seller 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 Seller.

    


    Section
      2.08. Disclosure.
      The
      schedules, documents, exhibits, reports, certificates and other written
      statements and information furnished by or on behalf of Seller and/or Suncross
      to the Purchaser do not contain any material misstatement of fact or, to the
      knowledge of Seller 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. Seller 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
      Seller represents and warrants that it owns 5,500,000 shares of common stock
      of
      Suncross that are subject to this Agreement. 

     

    
      
        
        

      

      
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    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 Seller, 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 she must hold them indefinitely unless they are
      registered under the Act and any applicable state securities laws or she must
      obtain exemptions from such registration. 

     

    
      
        
        

      

      
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    ARTICLE
      IV

    


    Covenants

    


    Section
      4.01. Further
      Assurances.
      Seller,
      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 Seller.

    


    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 Seller, 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.

     

    
      
        
        

      

      
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    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 Seller.
       The
      obligations of Seller 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 Seller 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 Seller
      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 Seller 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.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    


    Indemnification

    


    Section
      6.01. Indemnification
      of Seller.
      Subject
      to the terms and conditions of this Article VI, Purchaser agrees to indemnify,
      defend and hold harmless Seller, 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
                  Seller in writing prior to the Closing; provided
                  that no such notification shall be deemed to waive or abrogate
                  any right
                  of Seller 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 Seller, of any of its obligations
      under this Agreement or from Seller’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,
      Seller, agrees 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
                  Seller
                  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 Seller 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 Seller in connection with this
                  Agreement;

              


      

    

     

    provided,
      however,
      that
      Seller 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. 

     

    
      
        
        

      

      
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    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 Seller, to:

            	
              Karl
                Antonius

            
	 	
              ____________________

            
	 	
              ____________________

            
	 	
              ____________________

            
	 	 
	 	 
	
              (ii)
                if to Purchaser, to:

            	
              Valda
                Downing

            
	 	
              ____________________

            
	 	
              ____________________

            
	 	
              ____________________

            
	 	 
	 	 
	
              (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 Seller 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.

     

     

    
      
         

      

      
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    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.

     

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

    


    Section
      7.14. Expenses;
      Prevailing Party Costs.
      The
      Seller, 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 Seller shall be solely liable
      for any and all expenses of the Seller 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.]


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    


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

    


    
      	 	
              “SELLER”

            
	 	
              /s/
                Karl Antonius

            
	 	
              ________________________

            
	 	
              Karl
                Antonius

            
	 	
              Number
                of shares: 5,500,000

            
	 	 
	 	 
	 	
              “PURCHASER”

            
	 	 
	 	
              /s/
                Valda Downing

            
	 	
              ___________________________

            
	 	
              Valda
                Downing

            


    

    
 

     

    
      
        
        

      

      
        -11-