Exhibit 10.1


                            STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of the 19th day of  December,  2005,  by and  between  Halter  Financial
Investments,  L.P., a Texas limited  partnership  ("Purchaser"),  maintaining an
address at 12890 Hilltop Road,  Argyle,  Texas 76226, and Hisonic  International
Inc., formerly MYTOP International Inc., a Virginia corporation (the "Company"),
maintaining an address at 8300 Greensboro Drive, Suite 800, McLean, VA 22102.

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell to Purchaser and Purchaser desires
to purchase  from the Company  20,000,000  shares (the  "Shares")  of the common
capital  stock  of  MGCC  Investment   Strategies   Inc.("MGCC"),   representing
approximately 86.4% of the MGCC's issued and outstanding common capital stock at
the time of Closing (as hereinafter defined),  upon the terms,  provisions,  and
conditions and for the consideration hereinafter set forth; and

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company  agrees to sell and deliver the Shares to  Purchaser,  free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
Purchaser  agrees to purchase the Shares from the Company for the  consideration
hereinafter set forth.

Section 2. Purchase Price.

         The total purchase price to be paid to the Company by Purchaser for the
Shares is $300,000.00 (the "Purchase  Price"),  payable in cash by wire transfer
of immediately available funds.

Section 3. The Closing.

         The Closing of the transaction shall take place at the office of Burk &
Reedy LLP, 1818 N. Street NW, Suite 701,  Washington  DC. Upon execution of this
Agreement   (the   "Closing"),   the  Company   shall  deliver  to  Purchaser  a
certificate(s)  evidencing  the  Shares  issued  in the name of  Purchaser,  and
immediately  upon  delivery  thereof,  Purchaser  shall  deliver to Company  the
Purchase Price.




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Section 4. Representations and Warranties of the Company.

         In connection with the transactions contemplated by this Agreement, the
Company  hereby  represents  and  warrants to Purchaser to the best of Company's
knowledge as follows:

         4.1. Organization, Standing and Power.

         MGCC is duly organized, validly existing and in good standing under the
laws of the  jurisdiction  in which  it is  incorporated  and has the  requisite
corporate  power and authority to carry on its business as now being  conducted.
MGCC is duly  qualified  or licensed to do business  and is in good  standing in
each  jurisdiction  in which the  nature of its  business  or the  ownership  or
leasing of its properties makes such qualification or licensing  necessary.  The
Company has heretofore  delivered to the Purchaser  true and complete  copies of
MGCC's Articles of Incorporation,  as amended, and By-laws, each as currently in
effect.  MGCC  has no  subsidiaries  and does not own or  control,  directly  or
indirectly, any shares of capital stock of any other corporation or any interest
in  any  partnership,   limited  liability  company,   joint  venture  or  other
non-corporate business enterprise.

         4.2. Validity of Transaction.

         This Agreement and, as applicable,  each other  agreement  contemplated
hereby are, or upon execution will be, valid and legally binding  obligations of
the Company,  enforceable in accordance with their  respective terms against the
Company, except as limited by bankruptcy,  insolvency and similar laws affecting
creditors  generally,  and by general principles of equity. At the time that the
Shares are sold,  assigned,  transferred  and conveyed to Purchaser  pursuant to
this Agreement,  the Shares will be duly authorized,  validly issued, fully paid
and  nonassessable.  The execution,  delivery and  performance of this Agreement
have been duly  authorized  by the Company  and will not violate any  applicable
federal  or state  law,  any  order of any  court or  government  agency  or the
Articles of Incorporation or By-laws of the Company. The execution, delivery and
performance of this Agreement and each other agreement  contemplated hereby will
not result in any breach of or default  under,  or result in the creation of any
encumbrance  upon any of the assets of the Company  pursuant to the terms of any
agreement by which the Company or any of its respective assets may be bound. The
Company does not have any knowledge that any consent,  approval or authorization
of,  or  registration  or  filing  with  any  governmental  authority  or  other
regulatory agency, is required for the validity of the execution and delivery by
the Company of this Agreement or any documents related thereto.

         4.3. Capital Structure.

         The authorized  capital stock of MGCC consists of 90,000,000  shares of
common stock, par value $0.0001 per share (the "Common  Stock").  As of the date
of this  Agreement,  there are  23,137,000  shares of Common  Stock  issued  and
outstanding.  No shares of Common  Stock are held by MGCC in its  treasury.  All
outstanding  shares of  capital  stock of MGCC have  been  duly  authorized  and
validly  issued,  are fully  paid and  nonassessable,  and were not  subject  to



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preemptive  or similar  rights at the time of  issuance.  No bonds,  debentures,
notes or other  indebtedness  of MGCC  having the right to vote (or  convertible
into, or exchangeable  for,  securities having the right to vote) on any matters
on which the stockholders of MGCC may vote are issued or outstanding.  There are
no outstanding stock  appreciation  rights or similar  derivative  securities or
rights, including options or warrants, of MGCC.

         4.4.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         Except as otherwise set forth in Schedule 4.4 to this  Agreement,  MGCC
has no Liabilities.  "Liability" means, as to any person, all debts, liabilities
and  obligations,  direct,  indirect,  absolute or  contingent  of such  person,
whether  accrued,  vested or otherwise,  whether known or unknown and whether or
not actually  reflected,  or required in accordance  with  accounting  practices
generally  accepted  in the United  States  ("GAAP")  to be  reflected,  in such
person's balance sheet.

         4.5. Compliance with Applicable Laws.

         MGCC has,  and after  giving  effect to the  transactions  contemplated
hereby will have, in effect all federal,  state, local and foreign  governmental
approvals, authorizations, certificates, filings, franchises, licenses, notices,
permits and rights  ("Permits")  necessary  for it to own,  lease or operate its
properties and assets and to carry on its business as now  conducted,  and there
has  occurred  no  default  under any such  Permit,  except  (a) for the lack of
Permits and for defaults  under Permits which  individually  or in the aggregate
would not have a Material  Adverse  Effect,  or (b) notices to be filed with the
U.S.  Securities and Exchange  Commission ("SEC") and state securities  agencies
with regard to transactions contemplated herein. For purposes of this Agreement,
the term " Material  Adverse  Effect"  means any  material  adverse  effect with
respect  to MGCC,  taken as a whole,  or any  change  or effect  that  adversely
affects,  or is reasonably  expected to adversely affect, the ability of MGCC to
maintain its current business operations. MGCC is in compliance with, and has no
liability or obligation under, all applicable statutes, laws, ordinances, rules,
orders and regulations of any court or  governmental or regulatory  authority or
body ("Governmental Entity"), including any liability or obligation to undertake
any remedial action under hazardous substances laws, except for (y) instances of
non-compliance,  liabilities  or  obligations,  which  individually  or  in  the
aggregate would only have an immaterial  effect, or (z) notices to be filed with
the SEC and state securities  agencies with regard to transactions  contemplated
herein.

         4.6. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding (at law or in equity) pending or threatened  against MGCC (including,
without  limitation,  any  product  liability  claims)  before any  Governmental
Entity, and (b) MGCC is not subject to any outstanding  order,  writ,  judgment,
injunction,  order, decree or arbitration order that, in any such case described
in clauses (a) and (b), (i) could  reasonably be expected to have,  individually
or in the aggregate, a Material Adverse Effect or (ii) involves an allegation of
criminal  misconduct  or a violation of the  Racketeer  and  Influenced  Corrupt
Practices Act, as amended. As of the date hereof,  there are no suits,  actions,



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claims or proceedings pending or threatened,  seeking to prevent, hinder, modify
or challenge the transactions contemplated by this Agreement.

         4.7. Disclosure.

         The representations and warranties and statements of fact made in this
Agreement are, as applicable, accurate, correct and complete and do not contain
any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements and information contained herein not
false or misleading.

         4.8. Taxes and Tax Returns.

         All taxes payable have been paid when due;  there is no  examination or
audit, or any claim,  asserted  deficiency or assessment for additional taxes in
progress,  pending,  or threatened,  nor is there any  reasonable  basis for the
assertion  of any such claim,  deficiency  or  assessment;  no material  special
charges,  penalties,  fines,  liens, or similar  encumbrances have been asserted
against  MGCC with  respect to payment of or failure to pay any taxes which have
not been  paid or  resolved  without  further  liability  to MGCC.  MGCC has not
executed or filed with any taxing authority any agreements  extending the period
for assessment or collection of any taxes.  Proper amounts have been withheld by
MGCC from its  employees'  compensation  payments for all periods in  compliance
with the tax withholding  provisions of applicable  federal and state laws. MGCC
is not a party to any tax-sharing or tax-allocation agreement, nor does MGCC owe
any amounts under any tax-sharing or tax-allocation agreement.

         4.9. Employee Benefit Plans.

         MGCC does not have in place any arrangement or policy (written or oral)
providing for insurance coverage,  workers'  compensation,  disability benefits,
supplemental  unemployment benefits,  vacation benefits,  retirement benefits or
deferred   compensation,   profit  sharing,   bonuses,   stock  options,   stock
appreciation rights, stock purchases or other forms of incentive compensation or
post-retirement  insurance,  compensation  or benefits  which is  maintained  or
administered  by MGCC,  or to which  MGCC  contributes,  and  which  covers  any
employee  or former  employee  of MGCC or under  which  MGCC has any  liability,
including "employee welfare benefit plan," "employee benefit plan" and "employee
pension benefit plan" as defined under the Employee  Retirement  Income Security
Act of 1974, as amended ("ERISA").

         MGCC is not a party to any collective bargaining agreements.  There are
no strikes or labor  disputes or lawsuits,  unfair labor or unlawful  employment
practice charges,  contract  grievances or similar charges or actions pending or
threatened by any of the employees, former employees or employment applicants of
MGCC that would have a Material Adverse Effect.

         4.10. Certain Contracts.

         There are no written  employment  agreements or termination  agreements
with current  officers,  directors or consultants of MGCC and to which MGCC is a
party.




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<PAGE>

         As of the date of this  Agreement,  (i) MGCC is not a party to or bound
by any  commitment,  agreement or other  instrument  (excluding  commitments and
agreements in connection with  extensions of credit by MGCC) which  contemplates
the payment of amounts in excess of $5,000,  or which  otherwise  is material to
the operations, assets or financial condition of MGCC, including but not limited
to any royalty,  franchising  fees,  or any other fee based on a  percentage  of
revenues or income and (ii) no  commitment,  agreement  or other  instrument  to
which  MGCC is a party or by which it is bound  limits  the  freedom  of MGCC to
compete in any line of business or with any person.

         As of the  date  of  this  Agreement,  MGCC  is not in  default  in any
material respect under any material lease, contract, mortgage,  promissory note,
deed of trust,  loan agreement,  license  agreement (as to royalty  payments) or
other commitment or arrangement.

         4.11. Assets; Properties and Insurance.

         MGCC  has no  assets,  whether  tangible  or  intangible,  owns no real
property and maintains no insurance of any kind.

         4.12. Minute Books.

         The  minute  book of  MGCC  contains  records  which,  in all  material
respects,  accurately  record all  meetings of their  stockholders  and Board of
Directors (including committees of the Board of Directors).

         4.13. Environmental Matters.

         MGCC has not received any written notice, citation,  claim, assessment,
proposed  assessment or demand for abatement  alleging that MGCC is  responsible
for the  correction or cleanup of any condition  resulting from the violation of
any law,  ordinance or other  governmental  regulation  regarding  environmental
matters,  which  correction  or  cleanup  would  be  material  to the  business,
operations,  assets  or  financial  condition  of MGCC.  MGCC  does not have any
knowledge that any toxic or hazardous substances or materials have been emitted,
generated,  disposed of or stored on any real property  owned or leased by MGCC,
or  owned  or  controlled  by  MGCC as a  trustee  or  fiduciary  (collectively,
"Properties"),  in any  manner  that  violates  or,  after the lapse of time may
violate,  any  presently  existing  federal,  regional,  state or  local  law or
regulation  governing  or  pertaining  to such  substances  and  materials,  the
violation of which would have a Material Adverse Effect.  MGCC does not have any
knowledge that, during MGCC's ownership or lease of such Properties, any of such
Properties  has  been  operated  in any  manner  that  violated  any  applicable
national,  state or local law or regulation  governing or pertaining to toxic or
hazardous substances and materials.

         4.14. Loans, etc.

         As of the date of this Agreement, there are no liabilities, obligations
or indebtedness of any kind  whatsoever  chargeable to any MGCC  stockholder and
payable to MGCC by a MGCC stockholder other than a $30,000 loan from the Company
to MGCC made in June, 2005, which the Company will forgive upon the Closing.



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         4.15. Intellectual Property.

         There  are  no  arrangements  relating  to  the  use  by  MGCC  of  any
intellectual property owned by another person, and MGCC has not at any time been
in breach of such  arrangements.  MGCC has not granted and is not  obligated  to
grant a license,  assignment  or other  right with  respect to any  intellectual
property.

         4.16. Criminal Proceedings.

         Neither  MGCC  and  its  respective  officers,  directors,  affiliates,
promoters  nor any  predecessor  of MGCC have been subject to or suffered any of
the following:

         o        Any conviction in a criminal  proceeding or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other  misdemeanor  offenses)  within  ten (10) years from the
                  date hereof;

         o        Any order,  judgment  or decree,  not  subsequently  reversed,
                  suspended or vacated, of any court of competent  jurisdiction,
                  permanently or temporarily enjoining,  barring,  suspending or
                  otherwise  limiting such person's  involvement  in any type of
                  business,  securities  or banking  activities  within ten (10)
                  years from the date hereof; or

         o        Being found guilty by a court of competent  jurisdiction (in a
                  civil  action),  the  SEC or  the  Commodity  Futures  Trading
                  Commission  ("CFTC")  to have  violated  a  federal  or  state
                  securities or  commodities  law within ten (10) years from the
                  date hereof, and the judgment has not been reversed, suspended
                  or vacated.

         4.17. No Stockholder Approval Required.

         The provisions of Sections 78.378 to 78.3793,  inclusive, of the Nevada
General  Corporation  Law  ("NGCL")  do not apply to the Company due to the fact
that the Company does not meet the definition of "issuing corporation" set forth
in Section 78.3788 of the NGCL.

Section 5. Representations and Warranties of Purchaser.

         Purchaser  acknowledges  and  understands  that the  Shares  are  being
acquired for  investment in a  transaction  that is considered to be exempt from
registration. In connection with the transactions contemplated hereby, Purchaser
hereby  represents  and  warrants  to the  Company  to the  best of  Purchaser's
knowledge that:

         5.1. Organization, Standing and Power.

         Purchaser is duly  organized,  validly  existing  and in good  standing
under  the laws of the  jurisdiction  in which  it is  incorporated  and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted. Purchaser is duly qualified or licensed to do business and is in good
standing  in each  jurisdiction  in which  the  nature  of its  business  or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary.



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<PAGE>

         5.2. Validity of Transaction.

         This Agreement and, as applicable,  each other  agreement  contemplated
hereby are, or upon execution will be, valid and legally binding  obligations of
the Purchaser, enforceable in accordance with their respective terms against the
Purchaser,  except  as  limited  by  bankruptcy,  insolvency  and  similar  laws
affecting  creditors  generally,  and  by  general  principles  of  equity.  The
execution,  delivery and performance of this Agreement have been duly authorized
by the Purchaser and will not violate any  applicable  federal or state law, any
order of any court or  government  agency or the  Articles of  Incorporation  or
By-laws of the  Purchaser.  The  execution,  delivery  and  performance  of this
Agreement and each other  agreement  contemplated  hereby will not result in any
breach of or default under,  or result in the creation of any  encumbrance  upon
any of the assets of the  Purchaser  pursuant to the terms of any  agreement  by
which the Purchaser or any of its respective  assets may be bound. The Purchaser
does not have any knowledge that any consent,  approval or authorization  of, or
registration  or filing  with any  governmental  authority  or other  regulatory
agency,  is required  for the  validity  of the  execution  and  delivery by the
Purchaser of this Agreement or any documents related thereto.

         5.3. Investment Purposes.

         Purchaser is acquiring  the Shares solely for  investment  purposes and
not with a view to, or for resale in connection with, any  distribution  thereof
or with any  present  intention  of  distributing  or selling any of the Shares,
except as allowed by the  Securities  Act of 1933,  as amended,  or any rules or
regulations promulgated thereunder (collectively, the "Act").

         5.4. Disposition of Shares.

         Purchaser  will  hold  the  Shares  subject  to all  of the  applicable
provisions  of the  Act,  and  Purchaser  will not at any  time  make any  sale,
transfer, or other disposition of the Shares in contravention of said Act.

         5.5. Economic Risk.

         Purchaser  acknowledges  that it must  bear  the  economic  risk of its
investment in the Shares for an indefinite  period of time since the Shares have
not been registered under the Act and therefore cannot be sold unless the Shares
are subsequently registered or an exemption from registration is available.

         5.6. No Public Solicitation.

         The sale of the Shares to  Purchaser  is being made  without any public
solicitation or advertisements.

         5.7. Criminal Proceedings.

         Neither  the  Purchaser  and  its   respective   officers,   directors,
affiliates,  promoters nor any predecessor of the Purchaser have been subject to
or suffered any of the following:




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<PAGE>

         o        Any conviction in a criminal  proceeding or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other  misdemeanor  offenses)  within  ten (10) years from the
                  date hereof;

         o        Any order,  judgment  or decree,  not  subsequently  reversed,
                  suspended or vacated, of any court of competent  jurisdiction,
                  permanently or temporarily enjoining,  barring,  suspending or
                  otherwise  limiting such person's  involvement  in any type of
                  business,  securities  or banking  activities  within ten (10)
                  years of the date hereof; or

         o        Being found guilty by a court of competent  jurisdiction (in a
                  civil action),  the SEC or the CFTC to have violated a federal
                  or state  securities or commodities  law within ten (10) years
                  of the date hereof,  and the  judgment has not been  reversed,
                  suspended or vacated.

         5.8. Information.

         Purchaser has received and reviewed such information as Purchaser deems
necessary to evaluate the risks and merits of its investment in MGCC.

         5.9. Accredited Investor.

         Purchaser is an "accredited investor" within the meaning of rule 501 of
Regulation D promulgated under the Act.

         5.10. Financial Matters Experience.

         Purchaser has such knowledge and experience in financial  matters as to
be capable of evaluating the merits and risks of an investment in the Shares.

Section 6. Conditions to the Obligations of Purchaser at Closing.

         The   obligations  of  Purchaser  at  Closing  are   conditioned   upon
satisfaction,  on or prior to such  date,  of the  following  conditions,  which
conditions  are further  conditioned  upon the delivery of the Purchase Price by
Purchaser:

         6.1. Stock Certificates.

         The Company shall have delivered to Purchaser  certificate(s) issued in
the name of  Purchaser  representing  the  number of Shares to be  purchased  by
Purchaser pursuant to this Agreement.

         6.2. Resignation and Appointment of Officers and Directors.

         MGCC shall have  delivered duly executed  letters of  resignation  from
each of its  officers  and each  director;  however,  Rachel Kang shall remain a
director of the Company  until such time as Timothy P. Halter shall be appointed
to the  Board of  Directors  in  accordance  with Rule  14f-1 of the  Securities



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Exchange Act of 1934, as amended (the  "Exchange  Act").  The Company shall have
also delivered  resolutions  approved by the Board of Directors duly  appointing
Timothy P.  Halter as the sole  officer of the  Company,  holding  the titles of
President,  Secretary and Chief Accounting Officer, and as a member of the Board
of Directors in compliance with Rule 14f-1 of the Exchange Act.

Section 7. Closing and Post-Closing Obligations.

         7.1. Reverse Split.

         Within 30 days of the  Closing,  MGCC  shall,  under the  direction  of
Purchaser,  make all  necessary  filings to effect a 20 for one reverse split of
MGCC's  common  capital  stock (the  "Reverse  Split").  Pursuant to the Reverse
Split,  following the 20 for one conversion any partial shares of common capital
stock will be rounded up to the next full share.

         7.2. Put Option Agreement.

         After completion of the Reverse Split, Purchaser, Rachel (Pin) Kang and
the  Company  shall  enter into a Put  Option  Agreement  pursuant  to which the
Company  and Rachel  (Pin) Kang may require  Purchaser  to purchase up to 75,000
post Reverse  Split shares of common  capital  stock of MGCC held by the Company
and  Rachel  (Pin)  Kang at a price  per share of $4.00 at any time  during  the
period of time commencing six months following the  effectiveness of the Reverse
Split and ending six months after MGCC's  completion  of a  transaction  whereby
MGCC  acquires  operating  control,  or  substantially  all of the assets,  of a
privately  held  corporation   generating  revenues  as  reported  in  financial
statements audited in conformity with GAAP. The Put Option Agreement shall be in
the form as attached hereto as Exhibit "A".

Section 8. Indemnification.

         The  Company  acknowledges  that it  understands  the meaning and legal
consequences  of its  representations,  warranties  and  covenants  and that the
Purchaser has relied upon such representations,  warranties,  and covenants, and
the Company  hereby  agrees to indemnify and hold harmless the Purchaser and its
agents and  employees  for a period of one year from the date of this  Agreement
from and against any and all loss,  damage or liability due to or arising out of
a breach  of any such  representation,  warranty,  or  covenant  or any  adverse
consequence  suffered  by  Purchaser  as a result  of the  operation  of MGCC by
Purchaser.

         The Purchaser  acknowledges  that it understands  the meaning and legal
consequences  of its  representations,  warranties  and  covenants  and that the
Purchaser has relied upon such representations,  warranties,  and covenants, and
the  Purchaser  hereby agrees to indemnify and hold harmless the Company and its
agents and  employees  for a period of one year from the date of this  Agreement
from and against any and all loss,  damage or liability due to or arising out of
a  breach  of any  such  representation,  warranty,  or  covenant  by  Purchaser
resulting  in any adverse  consequence  suffered by Company.  In  addition,  the
Purchaser  agrees to  indemnify  and hold  harmless  Rachel  (Pin) Kang from and
against  any and all loss,  damage or  liability  due to or  arising  out of her
serving, at the request of the Purchaser, as a "holdover" director .



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Section 9. Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the Closing
and shall be unaffected by any investigation made by any party at any time.

Section 10. Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.  Section 11. Successors
and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 12. Notices.

         All notices or other  communications  required or permitted to be given
pursuant  to this  Agreement  shall be in  writing  and shall be  considered  as
properly given or made if hand  delivered,  mailed from within the United States
by certified  mail,  or sent by  overnight  delivery  service to the  applicable
address appearing in the preamble to this Agreement, or to such other address as
either  party may have  designated  by like notice  forwarded to the other party
hereto.  All notices  shall be deemed given when  postmarked  (if mailed),  when
delivered to an overnight delivery service or, if hand delivered, when delivered
to the recipient.

Section 13. Severability.

         Every  provision of this Agreement is intended to be severable.  If any
term or  provision  hereof is illegal or invalid for any reason  whatever,  such
illegality or invalidity  shall not affect the validity of the remainder of this
Agreement.

Section 14. Headings.

         The  headings  of this  Agreement  are  inserted  for  convenience  and
identification only, and are in no way intended to describe,  interpret,  define
or limit the scope, extent or intent hereof.

Section 15. Counterparts.

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.



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Section 16. Legal Fees and Costs.

         If a legal action is initiated by any party to this  Agreement  against
another,   arising  out  of  or  relating   to  the   alleged   performance   or
non-performance of any right or obligation established hereunder, or any dispute
concerning the same, any and all fees, costs and expenses reasonably incurred by
each  successful  party  or his,  her or its  legal  counsel  in  investigating,
preparing for, prosecuting,  defending against, or providing evidence, producing
documents  or taking any other  action in respect of,  such action  shall be the
joint  and  several  obligation  of and  shall  be  paid  or  reimbursed  by the
unsuccessful party or parties.

Section 17. Publicity.

         Except as otherwise  required by law, none of the parties  hereto shall
issue  any  press  release  or make any  other  public  statement,  in each case
relating  to,  connected  with or arising out of this  Agreement  or the matters
contained  herein,  without  obtaining  the prior  approval  of the other to the
contents and the manner of presentation and publication thereof.

Section 18. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance  with the laws of the State of Nevada without  reference to conflicts
of law provisions.

Section 19. Jurisdiction.

         Each party to this Agreement hereby  irrevocably  agrees that any legal
action  or  proceeding  arising  out of or  relating  to this  Agreement  or any
agreements or transactions  contemplated  hereby may be brought in the courts of
the State of Nevada or of the  United  States of  America  for the  District  of
Nevada and hereby  expressly  submits to the personal  jurisdiction and venue of
such courts for the purposes  thereof and expressly waives any claim of improper
venue and any claim  that such  courts  are an  inconvenient  forum.  Each party
hereby   irrevocably   consents  to  the  service  of  process  of  any  of  the
aforementioned  courts in any such suit,  action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid,  to the address
specified  in Section 12, such  service to become  effective  10 days after such
mailing.



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<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement as of the date first written above.

PURCHASER:                             HALTER FINANCIAL INVESTMENTS, L.P.


                                       By: Halter Financial Investments GP, LLC,
                                           its general partner


                                           By: /s/ Timothy P. Halter
                                              ----------------------------------
                                              Timothy P. Halter, Chairman

THE COMPANY:                           HISONIC INTERNATIONAL INC.


                                       By: /s/ Rachel Kang
                                          --------------------------------------
                                          President, Chief Executive Officer













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