Horiyoshi Worldwide Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of
September, 2010

	 AMONG:	 
	 	HORIYOSHI WORLDWIDE INC. a Nevada
      corporation, of 711 South Olive Street, Suite 504, 
	 	Los Angeles, California, 90014. 
	 	 
	 	(“Pubco”) 
	 	  
	 AND:	 
	 	HORIYOSHI THE THIRD LIMITED (formerly
      Horiyoshi III Worldwide Ltd.), a Hong Kong 
	 	company, of 16E Neich Tower, 128 Gloucester
      Road, Wanchai, Hong Kong. 
	 	 
	 	(“Priveco”) 
	 	  
	 AND:	 
	 	THE UNDERSIGNED SHAREHOLDERS OF PRIVECO AS
      LISTED ON SCHEDULE 1 
	 	ATTACHED HERETO 
	 	 
	 	(the “Selling Shareholders”)
  


WHEREAS:

	A. 	
      The Selling Shareholders are the registered and
      beneficial owners of all 10,000 issued and outstanding common shares in
      the capital of Priveco;

	 	 
	B. 	
      Pubco has agreed to issue up to 64,866,000 common shares
      in the capital of Pubco as of the Closing Date, as defined herein, to the
      Selling Shareholders as consideration for the purchase by Pubco of the
      issued and outstanding common shares of Priveco held by the Selling
      Shareholders; and

	 	 
	C. 	
      Upon the terms and subject to the conditions set forth in
      this Agreement, the Selling Shareholders have agreed to sell all of the
      issued and outstanding common shares of Priveco held by the Selling
      Shareholders to Pubco in exchange for common shares of
  Pubco.



THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties covenant
and agree as follows:

	1. 	
      DEFINITIONS

	 	 
	1.1. 	
      Definitions. The following terms have the
      following meanings, unless the context indicates
  otherwise:




	 	(a) 	
      “Agreement” shall mean this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in this
      Agreement, and all amendments and supplements, if any, to this
      Agreement;

	 	 	 
	 	(b) 	“Closing” shall mean the completion of the Transaction, in
      accordance with Section 7 hereof, at which the Closing Documents shall be
      exchanged by the parties, except for those documents or other items
      specifically required to be exchanged at a later
time;







	 	(c) 	
      “Closing Date” shall mean a date mutually agreed upon by
      the parties hereto in writing and in accordance with Section 10.6
      following the satisfaction or waiver by Pubco and Priveco of the
      conditions precedent set out in Sections 5.1 and 5.2 respectively,
      provided that such date shall be no later than six (6) weeks after
      delivery of the Priveco Financial Statements to be delivered under Section
      5.1(j) hereof;

	 	 	 
	 	(d) 	
      “Closing Documents” shall mean the papers, instruments
      and documents required to be executed and delivered at the Closing
      pursuant to this Agreement;

	 	 	 
	 	(e) 	
      “Exchange Act” shall mean the United States Securities
      Exchange Act of 1934, as amended;

	 	 	 
	 	(f) 	
      “GAAP” shall mean United States generally accepted
      accounting principles applied in a manner consistent with prior
      periods;

	 	 	 
	 	(g) 	
      “Liabilities” shall include any direct or indirect
      indebtedness, guaranty, endorsement, claim, loss, damage, deficiency,
      cost, expense, obligation or responsibility, fixed or unfixed, known or
      unknown, asserted choate or inchoate, liquidated or unliquidated, secured
      or unsecured;

	 	 	 
	 	(h) 	
      “Priveco Shares” shall mean the 10,000 common shares of
      Priveco held by the Selling Shareholders, being all of the issued and
      outstanding common shares of Priveco beneficially held, either directly or
      indirectly, by the Selling Shareholders;

	 	 	 
	 	(i) 	
      “Pubco Shares” shall mean up to 64,866,000 fully paid and
      non-assessable common shares of Pubco, to be issued to the Selling
      Shareholders by Pubco on the Closing Date;

	 	 	 
	 	(j) 	
      “SEC” shall mean the Securities and Exchange
      Commission;

	 	 	 
	 	(k) 	
      “Securities Act” shall mean the United States Securities
      Act of 1933, as amended;

	 	 	 
	 	(l) 	
      “Taxes” shall include international, federal, state,
      provincial and local income taxes, capital gains tax, value-added taxes,
      franchise, personal property and real property taxes, levies, assessments,
      tariffs, duties (including any customs duty), business license or other
      fees, sales, use and any other taxes relating to the assets of the
      designated party or the business of the designated party for all periods
      up to and including the Closing Date, together with any related charge or
      amount, including interest, fines, penalties and additions to tax, if any,
      arising out of tax assessments; and

	 	 	 
	 	(m) 	
      “Transaction” shall mean the purchase of the Priveco
      Shares by Pubco from the Selling Shareholders in consideration for the
      issuance of the Pubco Shares.



1.2. Schedules. The following schedules are attached to
and form part of this Agreement:

	 	Schedule 1 	– 	Selling Shareholders 
	 	Schedule 1A 	- 	Selling Shareholder Execution Page 
	 	Schedule 2A 	– 	Certificate of Non-U.S.
      Shareholder 
	 	Schedule 2B 	– 	Certificate of U.S. Shareholder 
	 	Schedule 3 	– 	National Instrument 45-106
      Investor Questionnaire 
	 	Schedule 4 	– 	Directors and Officers of Priveco 
	 	Schedule 5 	– 	Directors and Officers of Pubco
    
		Schedule 6 	– 	Priveco Leases, Subleases, Claims, Capital
      Expenditures, Taxes and Other Property Interests 
	 	Schedule 7 	– 	Priveco Intellectual Property
    
	 	Schedule 8 	– 	Priveco Material Contracts 
	 	Schedule 9 	– 	Priveco Employment Agreements
      and Arrangements 


1.3 Currency. All references to currency referred to in
this Agreement are in United States Dollars (US$), unless expressly stated
otherwise.





	2. 	
      THE OFFER, PURCHASE AND SALE OF
    SHARES




	2.1. 	
      Offer, Purchase and Sale of Shares. Subject to the
      terms and conditions of this Agreement, the Selling Shareholders hereby
      covenant and agree to sell, assign and transfer to Pubco, and Pubco hereby
      covenants and agrees to purchase from the Selling Shareholders all of the
      Priveco Shares held by the Selling Shareholders.

	 	 
	2.2. 	
      Consideration. As consideration for the sale of
      the Priveco Shares by the Selling Shareholders to Pubco, Pubco shall allot
      and issue the Pubco Shares to the Selling Shareholders in the amount set
      out opposite each Selling Shareholder’s name in Schedule 1 on the basis of
      6486.6 Pubco Shares for each Priveco Share held by each Selling
      Shareholder. The Selling Shareholders acknowledge and agree that the Pubco
      Shares are being issued pursuant to an exemption from the prospectus and
      registration requirements of the Securities Act. As required by applicable
      securities law, the Selling Shareholders agree to abide by all applicable
      resale restrictions and hold periods imposed by all applicable securities
      legislation. All certificates representing the Pubco Shares issued on
      Closing will be endorsed with one of the following legend pursuant to the
      Securities Act in order to reflect the fact that the Pubco Shares will be
      issued to the Selling Shareholders pursuant to an exemption from the
      registration requirements of the Securities Act:

	 	 
		
      For Selling Shareholders not resident in the United
      States:

	 	 
		
      “THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN
      AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED
      HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933, AS AMENDED (THE “1933 ACT”).

	 	 
		
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,
      IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN
      ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
      TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN
      ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
      COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS
      DEFINED BY REGULATION S UNDER THE 1933 ACT.”

	 	 
		
      For Selling Shareholders resident in the United
      States:

	 	 
		
      “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
      “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
      (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY
      REGULATION S UNDER THE 1933 ACT.”

	 	 
	2.3. 	
      Share Exchange Procedure. Each Selling Shareholder
      may exchange his, her or its certificate representing the Priveco Shares
      by delivering such certificate to Pubco duly executed and endorsed in
      blank (or accompanied by duly executed stock powers duly endorsed in
      blank), in each case in proper form for transfer, with signatures
      guaranteed, and, if applicable, with all stock transfer and any other
      required documentary stamps affixed thereto and with appropriate
      instructions to allow the transfer agent to issue certificates for the
      Pubco Shares to the holder thereof, together
with:








	 	(a) 	
      if the Selling Shareholder is not resident in the United
      States, a Certificate of Non-U.S. Shareholder (the “Regulation S
      Certificate”), a copy of which is set out in Schedule 2A;

	 	 	 
	 	(b) 	
      if the Selling Shareholder is resident in the United
      States, a Certificate of U.S. Shareholder (the “Rule 506 Certificate”), a
      copy of which is set out in Schedule 2B; and

	 	 	 
	 	(c) 	
      a National Instrument 45-106 Investor Questionnaire (the
      “Questionnaire”), a copy of which is set out in Schedule
  3.




	2.4. 	
      Fractional Shares. Notwithstanding any other
      provision of this Agreement, no certificate for fractional shares of the
      Pubco Shares will be issued in the Transaction. In lieu of any such
      fractional shares, if any of the Selling Shareholders would otherwise be
      entitled to receive a fraction of a share of the Pubco Shares upon
      surrender of certificates representing the Priveco Shares for exchange
      pursuant to this Agreement, the Selling Shareholders will be entitled to
      have such fraction rounded up to the nearest whole number of Pubco Shares
      and will receive from Pubco a stock certificate representing
  same.

	 	 
	2.5. 	
      Closing Date. The Closing will take place, subject
      to the terms and conditions of this Agreement, on the Closing
  Date.

	 	 
	2.6. 	
      Restricted Shares. The Selling Shareholders
      acknowledge that the Pubco Shares issued pursuant to the terms and
      conditions set forth in this Agreement will have such hold periods as are
      required under applicable securities laws and as a result may not be sold,
      transferred or otherwise disposed, except pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case only in accordance
      with all applicable securities laws.

	 	 
	2.7. 	
      Exemptions. The Selling Shareholders acknowledge
      that Pubco has advised such Selling Shareholders that Pubco is relying
      upon the representations and warranties of the Selling Shareholders set
      out in the Questionnaires to issue the Pubco Shares under an exemption
      from the prospectus and registration requirements of the certain
      provincial Securities Acts (the “ Prov. Securities Act”) and, as a
      consequence, certain protections, rights and remedies provided by such
      Prov. Securities Act, including statutory rights of rescission or damages,
      will not be available to the Selling Shareholders.

	 	 
	2.8. 	
      Canadian Resale Restrictions. The Selling
      Shareholders acknowledge that Pubco is not a reporting issuer in any
      province or territory of Canada and accordingly, any applicable hold
      periods under a Prov. Securities Act or any other Canadian jurisdiction
      may never expire, and the Pubco Shares may be subject to resale
      restrictions in Canada for an indefinite period of time. Additionally, the
      Selling Shareholders acknowledge that resale of any of the Pubco Shares by
      the Selling Shareholders resident in Canada is restricted except pursuant
      to an exemption from applicable securities
legislation.




	3. 	
      REPRESENTATIONS AND WARRANTIES OF
      PRIVECO



As of the Closing, Priveco and the Selling Shareholders,
jointly and severally, represent and warrant to Pubco, and acknowledge that
Pubco is relying upon such representations and warranties, in connection with
the execution, delivery and performance of this Agreement, notwithstanding any
investigation made by or on behalf of Pubco, as follows:

	3.1. 	
      Organization and Good Standing. Priveco is a
      corporation duly organized, validly existing and in good standing under
      the laws of the Special Administrative Region of Hong Kong and has the
      requisite corporate power and authority to own, lease and to carry on its
      business as now being conducted. Priveco is duly qualified to do business
      and is in good standing as a foreign corporation in each of the
      jurisdictions in which Priveco owns property, leases property, does
      business, or is otherwise required to do so, where the failure to be so
      qualified would have a material adverse effect on the business of Priveco
      taken as a whole.

	 	 
	3.2. 	
      Authority. Priveco has all requisite corporate
      power and authority to execute and deliver this Agreement and any other
      document contemplated by this Agreement (collectively, the “Priveco
      Documents”) to be signed by Priveco and to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The
      execution and delivery of each of the Priveco Documents by Priveco and
      the consummation of the transactions
contemplated hereby have been duly authorized by Priveco’s board of directors.
No other corporate or shareholder proceedings on the part of Priveco is
necessary to authorize such documents or to consummate the transactions
contemplated hereby. This Agreement has been, and the other Priveco Documents
when executed and delivered by Priveco as contemplated by this Agreement will
be, duly executed and delivered by Priveco and this Agreement is, and the other
Priveco Documents when executed and delivered by Priveco as contemplated hereby
will be, valid and binding obligations of Priveco enforceable in accordance with
their respective terms except:










	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.




	3.3. 	
      Capitalization of Priveco. The entire authorized
      capital stock and other equity securities of Priveco consists of an
      unlimited number of common shares (the “Priveco Common Stock”). As of the
      date of this Agreement, there are 10,000 shares of Priveco Common Stock
      issued and outstanding. All of the issued and outstanding shares of
      Priveco Common Stock have been duly authorized, are validly issued, were
      not issued in violation of any pre-emptive rights and are fully paid and
      non-assessable, are not subject to pre- emptive rights and were issued in
      full compliance with the laws of the State of Nevada and its Constitution
      and Articles of Association. There are no outstanding options, warrants,
      subscriptions, conversion rights, or other rights, agreements, or
      commitments obligating Priveco to issue any additional common shares of
      Priveco Common Stock, or any other securities convertible into,
      exchangeable for, or evidencing the right to subscribe for or acquire from
      Priveco any common shares of Priveco Common Stock. There are no agreements
      purporting to restrict the transfer of the Priveco Common Stock, no voting
      agreements, shareholders’ agreements, voting trusts, or other arrangements
      restricting or affecting the voting of the Priveco Common Stock.

	 	 
	3.4. 	
      Shareholders of Priveco Common Stock. As of the
      Closing Date, Schedule 1 contains a true and complete list of the holders
      of all issued and outstanding shares of the Priveco Common Stock including
      each holder’s name, address and number of Priveco Shares held.

	 	 
	3.5. 	
      Directors and Officers of Priveco. The duly
      elected or appointed directors and the duly appointed officers of Priveco
      are as set out in Schedule 4.

	 	 
	3.6. 	
      Corporate Records of Priveco. The corporate
      records of Priveco, as required to be maintained by it pursuant to all
      applicable laws, are accurate, complete and current in all material
      respects, and the minute book of Priveco is, in all material respects,
      correct and contains all records required by all applicable laws, as
      applicable, in regards to all proceedings, consents, actions and meetings
      of the shareholders and the board of directors of Priveco.

	 	 
	3.7. 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of the
      Transaction, will:




	 	(a) 	
      conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of Priveco or
      any of its subsidiaries under any term, condition or provision of any loan
      or credit agreement, note, debenture, bond, mortgage, indenture, lease or
      other agreement, instrument, permit, license, judgment, order, decree,
      statute, law, ordinance, rule or regulation applicable to Priveco or any
      of its subsidiaries, or any of their respective material property or
      assets; or

	 	 	 
	 	(b) 	
      violate any provision of the Constitution, Articles of
      Association or any other constating documents of Priveco, any of its
      subsidiaries or any applicable laws.








	3.8. 	
      Actions and Proceedings. To the best knowledge of
      Priveco, there is no basis for and there is no action, suit, judgment,
      claim, demand or proceeding outstanding or pending, or threatened against
      Priveco or which involves any of the business, or the properties or assets
      of Priveco that, if adversely resolved or determined, would have a
      material adverse effect on the business, operations, assets, properties,
      prospects, or conditions of Priveco taken as a whole (a “Priveco Material
      Adverse Effect”). There is no reasonable basis for any claim or action
      that, based upon the likelihood of its being asserted and its success if
      asserted, would have such a Priveco Material Adverse Effect.

	 	 	 
	3.9. 	
      Compliance.

	 	 	 
		(a) 	
      To the best knowledge of Priveco, Priveco is in
      compliance with, is not in default or violation in any material respect
      under, and has not been charged with or received any notice at any time of
      any material violation of any statute, law, ordinance, regulation, rule,
      decree or other applicable regulation to the business or operations of
      Priveco;

	 	 	 
		(b) 	
      To the best knowledge of Priveco, Priveco is not subject
      to any judgment, order or decree entered in any lawsuit or proceeding
      applicable to its business and operations that would constitute a Priveco
      Material Adverse Effect; and

	 	 	 
		(c) 	
      Priveco has operated in material compliance with all
      laws, rules, statutes, ordinances, orders and regulations applicable to
      its business. Priveco has not received any notice of any violation
      thereof, nor is Priveco aware of any valid basis
  therefore.




	3.10. 	
      Financial Representations. The consolidated
      audited balance sheets for Priveco for its last two fiscal years ended
      December 31, 2009 and December 31, 2008 and the unaudited interim balance
      sheet for six month period ended June 30, 2010 (the “Priveco Accounting
      Date”), together with related statements of income, cash flows, and
      changes in shareholder’s equity for such fiscal years and interim period
      then ended (collectively, the “Priveco Financial Statements”) to be
      supplied on or before the Closing Date:

	 	 	 
		(a) 	
      are in accordance with the books and records of
      Priveco;

	 	 	 
		(b) 	
      present fairly the financial condition of Priveco as of
      the respective dates indicated and the results of operations for such
      periods; and

	 	 	 
		(c) 	
      have been prepared in accordance with GAAP by a PCAOB
      registered independent accounting firm.




		
      Priveco has not received any advice or notification from
      its independent certified public accountants that Priveco has used any
      improper accounting practice that would have the effect of not reflecting
      or incorrectly reflecting in the Priveco Financial Statements or the books
      and records of Priveco, any properties, assets, Liabilities, revenues, or
      expenses. The books, records, and accounts of Priveco accurately and
      fairly reflect, in reasonable detail, the assets, and Liabilities of
      Priveco. Priveco has not engaged in any transaction, maintained any bank
      account, or used any funds of Priveco, except for transactions, bank
      accounts, and funds which have been and are reflected in the normally
      maintained books and records of Priveco.

	 	 	 
	3.11. 	
      Absence of Undisclosed Liabilities. Priveco does
      not have any material Liabilities or obligations either direct or
      indirect, matured or unmatured, absolute, contingent or otherwise that
      exceed $5,000, which:

	 	 	 
		(a) 	
      are not set forth in the Priveco Financial Statements or
      have not heretofore been paid or discharged;

	 	 	 
		(b) 	
      did not arise in the regular and ordinary course of
      business under any agreement, contract, commitment, lease or plan
      specifically disclosed in writing to Pubco; or

	 	 	 
		(c) 	
      have not been incurred in amounts and pursuant to
      practices consistent with past business practice, in or as a result of the
      regular and ordinary course of its business since the date of the last
      Priveco Financial Statements








	3.12. 	
      Tax Matters.

	 	 	 	 
		(a) 	
      As of the date hereof:

	 	 	 	 
			(i) 	
      Priveco has timely filed all tax returns in connection
      with any Taxes which are required to be filed on or prior to the date
      hereof, taking into account any extensions of the filing deadlines which
      have been validly granted to Priveco, and

	 	 	 	 
			(ii) 	
      all such returns are true and correct in all material
      respects;

	 	 	 	 
		(b) 	
      Priveco has paid all Taxes that have become or are due
      with respect to any period ended on or prior to the date hereof, and has
      established an adequate reserve therefore on its balance sheets for those
      Taxes not yet due and payable, except for any Taxes the non-payment of
      which will not have a Priveco Material Adverse Effect;

	 	 	 	 
		(c) 	
      Priveco is not presently under or has not received notice
      of, any contemplated investigation or audit by regulatory or governmental
      agency of body or any foreign or state taxing authority concerning any
      fiscal year or period ended prior to the date hereof;

	 	 	 	 
		(d) 	
      all Taxes required to be withheld on or prior to the date
      hereof from employees for income Taxes, social security Taxes,
      unemployment Taxes and other similar withholding Taxes have been properly
      withheld and, if required on or prior to the date hereof, have been
      deposited with the appropriate governmental agency; and

	 	 	 	 
		(e) 	
      to the best knowledge of Priveco, the Priveco Financial
      Statements contain full provision for all Taxes including any deferred
      Taxes that may be assessed to Priveco for the accounting period ended on
      the Priveco Accounting Date or for any prior period in respect of any
      transaction, event or omission occurring, or any profit earned, on or
      prior to the Priveco Accounting Date or for any profit earned by Priveco
      on or prior to the Priveco Accounting Date or for which Priveco is
      accountable up to such date and all contingent Liabilities for Taxes have
      been provided for or disclosed in the Priveco Financial
  Statements.

	 	 	 	 
	3.13. 	
      Absence of Changes. Since the Priveco Accounting
      Date, Priveco has not:

	 	 	 	 
		(a) 	
      incurred any Liabilities, other than Liabilities incurred
      in the ordinary course of business consistent with past practice, or
      discharged or satisfied any lien or encumbrance, or paid any Liabilities,
      other than in the ordinary course of business consistent with past
      practice, or failed to pay or discharge when due any Liabilities of which
      the failure to pay or discharge has caused or will cause any material
      damage or risk of material loss to it or any of its assets or
      properties;

	 	 	 	 
		(b) 	
      sold, encumbered, assigned or transferred any material
      fixed assets or properties except for ordinary course business
      transactions consistent with past practice;

	 	 	 	 
		(c) 	
      created, incurred, assumed or guaranteed any indebtedness
      for money borrowed, or mortgaged, pledged or subjected any of the material
      assets or properties of Priveco or its subsidiaries to any mortgage, lien,
      pledge, security interest, conditional sales contract or other encumbrance
      of any nature whatsoever;

	 	 	 	 
		(d) 	
      made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business;

	 	 	 	 
		(e) 	
      declared, set aside or paid any dividend or made or
      agreed to make any other distribution or payment in respect of its capital
      shares or redeemed, purchased or otherwise acquired or agreed to redeem,
      purchase or acquire any of its capital shares or equity
  securities;








		(f) 	
      suffered any damage, destruction or loss, whether or not
      covered by insurance, that materially and adversely effects its business,
      operations, assets, properties or prospects;

	 	 	 	 
		(g) 	
      suffered any material adverse change in its business,
      operations, assets, properties, prospects or condition (financial or
      otherwise);

	 	 	 	 
		(h) 	
      received notice or had knowledge of any actual or
      threatened labor trouble, termination, resignation, strike or other
      occurrence, event or condition of any similar character which has had or
      might have an adverse effect on its business, operations, assets,
      properties or prospects;

	 	 	 	 
		(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $10,000;

	 	 	 	 
		(j) 	
      other than in the ordinary course of business, increased
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan to, any of
      its employees or directors or made any increase in, or any addition to,
      other benefits to which any of its employees or directors may be
      entitled;

	 	 	 	 
		(k) 	
      entered into any transaction other than in the ordinary
      course of business consistent with past practice; or

	 	 	 	 
		(l) 	
      agreed, whether in writing or orally, to do any of the
      foregoing.

	 	 	 	 
	3.14. 	
      Absence of Certain Changes or Events. Since the
      Priveco Accounting Date, there has not been:

	 	 	 	 
		(a) 	
      a Priveco Material Adverse Effect; or

	 	 	 	 
		(b) 	
      any material change by Priveco in its accounting methods,
      principles or practices.

	 	 	 	 
	3.15. 	
      Subsidiaries. Priveco does not have any
      subsidiaries or agreements of any nature to acquire any subsidiary or to
      acquire or lease any other business operations.

	 	 	 	 
	3.16. 	
      Personal Property. Priveco possesses, and has good
      and marketable title of all property necessary for the continued operation
      of the business of Priveco as presently conducted and as represented to
      Pubco. All such property is used in the business of Priveco. All such
      property is in reasonably good operating condition (normal wear and tear
      excepted), and is reasonably fit for the purposes for which such property
      is presently used. All material equipment, furniture, fixtures and other
      tangible personal property and assets owned or leased by Priveco is owned
      by Priveco free and clear of all liens, security interests, charges,
      encumbrances, and other adverse claims, except as disclosed in Schedule
      6.

	 	 	 	 
	3.17. 	
      Intellectual Property

	 	 	 	 
		(a) 	
      Intellectual Property Assets. Priveco owns or
      holds an interest in all intellectual property assets necessary for the
      operation of the business of Priveco as it is currently conducted
      (collectively, the “Intellectual Property Assets”),
    including:

	 	 	 	 
			(i) 	
      all functional business names, trading names, registered
      and unregistered trademarks, service marks, and applications
      (collectively, the “Marks”);

	 	 	 	 
			(ii) 	
      all patents, patent applications, design patents, design
      patent applications, and designs, inventions, methods, processes and
      discoveries that may be patentable (collectively, the
      “Patents”);

	 	 	 	 
			(iii) 	
      all copyrights in both published works and unpublished
      works (collectively, the “Copyrights”);
and








	 		(iv) 	
      all know-how, trade secrets, confidential information,
      customer lists, software, technical information, data, process technology,
      plans, drawings, and blue prints owned, used, or licensed by Priveco as
      licensee or licensor (collectively, the “Trade Secrets”).

	 	 	 	 
	 	(b) 	
      Agreements. Schedule 7 contains a complete and
      accurate list and summary description, including any royalties paid or
      received by Priveco, of all contracts and agreements relating to the
      Intellectual Property Assets to which Priveco is a party or by which
      Priveco is bound, except for any license implied by the sale of a product
      and perpetual, paid-up licenses for commonly available software programs
      with a value of less than $500 under which Priveco is the licensee. To the
      best knowledge of Priveco, there are no outstanding or threatened disputes
      or disagreements with respect to any such agreement.

	 	 	 	 
	 	(c) 	
      Intellectual Property and Know-How Necessary for the
      Business. Except as set forth in Schedule 7, Priveco is the owner of
      all right, title, and interest in and to each of the Intellectual Property
      Assets, free and clear of all liens, security interests, charges,
      encumbrances, and other adverse claims, and has the right to use without
      payment to a third party of all the Intellectual Property Assets. Except
      as set forth in Schedule 7, all former and current employees and
      contractors of Priveco have executed written contracts, agreements or
      other undertakings with Priveco that assign all rights to any inventions,
      improvements, discoveries, or information relating to the business of
      Priveco. No employee, director, officer or shareholder of Priveco owns
      directly or indirectly in whole or in part, any Intellectual Property
      Asset which Priveco is presently using or which is necessary for the
      conduct of its business. To the best knowledge of Priveco, no employee or
      contractor of Priveco has entered into any contract or agreement that
      restricts or limits in any way the scope or type of work in which the
      employee may be engaged or requires the employee to transfer, assign, or
      disclose information concerning his work to anyone other than
    Priveco.

	 	 	 	 
	 	(d) 	
      Patents. Schedule 7 contains a complete and
      accurate list and summary description of all Patents. Except as set out in
      Schedule 7, Priveco does not hold any right, title or interest in and to
      any Patent and Priveco has not filed any patent application with any third
      party. To the best knowledge of Priveco, none of the products manufactured
      and sold, nor any process or know-how used, by Priveco infringes or is
      alleged to infringe any patent or other proprietary night of any other
      person or entity.

	 	 	 	 
	 	(e) 	
      Trademarks. Schedule 7 contains a complete and
      accurate list and summary description of all Marks. Except as set out in
      Schedule 7, Priveco does not hold any right, title or interest in and to
      any Mark and Priveco has not registered or filed any application to
      register any Mark with any third party. To the best knowledge of Priveco,
      none of the Marks, if any, used by Priveco infringes or is alleged to
      infringe any trade name, trademark, or service mark of any third
    party.

	 	 	 	 
	 	(f) 	
      Copyrights. Schedule 7 contains a complete and
      accurate list and summary description of all Copyrights. Except as set out
      in Schedule 7, Priveco is the owner of all right, title, and interest in
      and to each of the Copyrights, free and clear of all liens, security
      interests, charges, encumbrances, and other adverse claims. If applicable,
      all registered Copyrights are currently in compliance with formal legal
      requirements, are valid and enforceable, and are not subject to any
      maintenance fees or taxes or actions falling due within ninety days after
      the Closing Date. To the best knowledge of Priveco, no Copyright is
      infringed or has been challenged or threatened in any way and none of the
      subject matter of any of the Copyrights infringes or is alleged to
      infringe any copyright of any third party or is a derivative work based on
      the work of a third party. All works encompassed by the Copyrights have
      been marked with the proper copyright notice.

	 	 	 	 
	 	(g) 	
      Trade Secrets. Schedule 7 contains a complete and
      accurate list and summary description of all Trade Secrets. Priveco has
      taken all reasonable precautions to protect the secrecy, confidentiality,
      and value of its Trade Secrets. Priveco has good title and an absolute
      right to use the Trade Secrets. The Trade Secrets are not part of the
      public knowledge or literature, and to the best knowledge of Priveco, have
      not been used, divulged, or appropriated either for the benefit of any
      person or entity or to the detriment of Priveco. No Trade Secret is
      subject to any adverse claim or has been challenged or threatened in any
      way.








	3.18. 	
      Insurance. The products sold by and the assets
      owned by Priveco are insured under various policies of general product
      liability and other forms of insurance consistent with prudent business
      practices. All such policies are in full force and effect in accordance
      with their terms, no notice of cancellation has been received, and there
      is no existing default by Priveco, or any event which, with the giving of
      notice, the lapse of time or both, would constitute a default thereunder.
      All premiums to date have been paid in full.

	 	 
	3.19. 	
      Employees and Consultants. All employees and
      consultants of Priveco have been paid all salaries, wages, income and any
      other sum due and owing to them by Priveco, as at the end of the most
      recent completed pay period. Priveco is not aware of any labor conflict
      with any employees that might reasonably be expected to have a Priveco
      Material Adverse Effect. To the best knowledge of Priveco, no employee of
      Priveco is in violation of any term of any employment contract,
      non-disclosure agreement, non-competition agreement or any other contract
      or agreement relating to the relationship of such employee with Priveco or
      any other nature of the business conducted or to be conducted by
      Priveco.

	 	 
	3.20. 	
      Real Property. Priveco does not own any real
      property. Each of the leases, subleases, claims or other real property
      interests (collectively, the “Leases”) to which Priveco is a party
      or is bound, as set out in Schedule 6, is legal, valid, binding,
      enforceable and in full force and effect in all material respects. All
      rental and other payments required to be paid by Priveco pursuant to any
      such Leases have been duly paid and no event has occurred which, upon the
      passing of time, the giving of notice, or both, would constitute a breach
      or default by any party under any of the Leases. The Leases will continue
      to be legal, valid, binding, enforceable and in full force and effect on
      identical terms following the Closing Date. Priveco has not assigned,
      transferred, conveyed, mortgaged, deeded in trust, or encumbered any
      interest in the Leases or the leasehold property pursuant
  thereto.

	 	 
	3.21. 	
      Material Contracts and Transactions. Schedule 8
      attached hereto lists each material contract, agreement, license, permit,
      arrangement, commitment, instrument or contract to which Priveco is a
      party (each, a “Contract”). Each Contract is in full force and
      effect, and there exists no material breach or violation of or default by
      Priveco under any Contract, or any event that with notice or the lapse of
      time, or both, will create a material breach or violation thereof or
      default under any Contract by Priveco. The continuation, validity, and
      effectiveness of each Contract will in no way be affected by the
      consummation of the Transaction contemplated by this Agreement. There
      exists no actual or threatened termination, cancellation, or limitation
      of, or any amendment, modification, or change to any Contract.

	 	 
	3.22. 	
      Certain Transactions. Priveco is not a guarantor
      or indemnitor of any indebtedness of any third party, including any
      person, firm or corporation.

	 	 
	3.23. 	
      No Brokers. Priveco has not incurred any
      independent obligation or liability to any party for any brokerage fees,
      agent’s commissions, or finder’s fees in connection with the Transaction
      contemplated by this Agreement.

	 	 
	3.24. 	
      Completeness of Disclosure. No representation or
      warranty by Priveco in this Agreement nor any certificate, schedule,
      statement, document or instrument furnished or to be furnished to Pubco
      pursuant hereto contains or will contain any untrue statement of a
      material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.




	4. 	
      REPRESENTATIONS AND WARRANTIES OF
    PUBCO



As of the Closing, Pubco represents and warrants to Priveco and
the Selling Shareholders and acknowledges that Priveco and the Selling
Shareholders are relying upon such representations and warranties in connection
with the execution, delivery and performance of this Agreement, notwithstanding
any investigation made by or on behalf of Priveco or the Selling Shareholders,
as follows:

	4.1. 	
      Organization and Good Standing. Pubco is duly
      incorporated, organized, validly existing and in good standing under the
      laws of the State of Nevada and has all requisite corporate power and
      authority to own, lease and to carry on its business as now being
      conducted. Pubco is qualified to do business and is in good standing as a
      foreign corporation in each of the jurisdictions in which it owns
      property, leases property, does business, or is otherwise required to do so, where
      the failure to be so qualified would have a material adverse effect on the
  businesses, operations, or financial condition of Pubco.









	4.2. 	
      Authority. Pubco has all requisite corporate power
      and authority to execute and deliver this Agreement and any other document
      contemplated by this Agreement (collectively, the “Pubco
      Documents”) to be signed by Pubco and to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. The
      execution and delivery of each of the Pubco Documents by Pubco and the
      consummation by Pubco of the transactions contemplated hereby have been
      duly authorized by its board of directors and no other corporate or
      shareholder proceedings on the part of Pubco is necessary to authorize
      such documents or to consummate the transactions contemplated hereby. This
      Agreement has been, and the other Pubco Documents when executed and
      delivered by Pubco as contemplated by this Agreement will be, duly
      executed and delivered by Pubco and this Agreement is, and the other Pubco
      Documents when executed and delivered by Pubco, as contemplated hereby
      will be, valid and binding obligations of Pubco enforceable in accordance
      with their respective terms, except:





	 	(a) 	
      as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally;

	 	 	 
	 	(b) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and

	 	 	 
	 	(c) 	
      as limited by public policy.




	4.3. 	
      Capitalization of Pubco. The entire authorized
      capital stock and other equity securities of Pubco consists of
      1,081,100,000 shares of common stock with a par value of $0.001 (the
      “Pubco Common Stock”) and 100,000,000 shares of preferred stock
      (the “Pubco Preferred Stock”) with a par value of $0.001. As of the
      date of this Agreement, there are 94,866,525 shares of Pubco Common Stock
      issued and outstanding, (which shares include the 64,866,000 outstanding
      common shares slated for cancellation concurrently with the Closing hereof
      and exclude the shares hereby issuable to the Selling Shareholders and
      those issuable pursuant to the private placement agreement referenced in
      below subsection 6.13), and no outstanding shares of Pubco Preferred
      Stock. All of the issued and outstanding shares of Pubco Common Stock have
      been duly authorized, are validly issued, were not issued in violation of
      any pre-emptive rights and are fully paid and non-assessable, are not
      subject to pre-emptive rights and were issued in full compliance with all
      federal, state, and local laws, rules and regulations. There are no
      outstanding options, warrants, subscriptions, phantom shares, conversion
      rights, or other rights, agreements, or commitments obligating Pubco to
      issue any additional shares of Pubco Common Stock or Pubco Preferred
      Stock, or any other securities convertible into, exchangeable for, or
      evidencing the right to subscribe for or acquire from Pubco any shares of
      Pubco Common Stock or Pubco Preferred Stock as of the date of this
      Agreement, notwithstanding the private placement agreement referenced in
      below subsection 6.13. There are no agreements purporting to restrict the
      transfer of the Pubco Common Stock, no voting agreements, voting trusts,
      or other arrangements restricting or affecting the voting of the Pubco
      Common Stock.

	 	 	 
	4.4. 	
      Directors and Officers of Pubco. The duly elected
      or appointed directors and the duly appointed officers of Pubco are as
      listed on Schedule 5.

	 	 	 
	4.5. 	
      Corporate Records of Pubco. The corporate records
      of Pubco, as required to be maintained by it pursuant to the laws of the
      State of Nevada, are accurate, complete and current in all material
      respects, and the minute book of Pubco is, in all material respects,
      correct and contains all material records required by the law of the State
      of Nevada in regards to all proceedings, consents, actions and meetings of
      the shareholders and the board of directors of Pubco.

	 	 	 
	4.6. 	
      Non-Contravention. Neither the execution, delivery
      and performance of this Agreement, nor the consummation of the
      Transaction, will:

	 	 	 
		(a) 	
      conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets
  of Pubco under any term, condition or provision of any loan
      or credit agreement, note, debenture, bond, mortgage, indenture, lease or
      other agreement, instrument, permit, license, judgment, order, decree,
      statute, law, ordinance, rule or regulation applicable to Pubco or any of
  its material property or assets;









	 	(b) 	
      violate any provision of the applicable incorporation or
      charter documents of Pubco; or

	 	 	 
	 	(c) 	
      violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to Pubco or any of its material property or
  assets.





	4.7. 	
      Validity of Pubco Common Stock Issuable upon the
      Transaction. The Pubco Shares to be issued to the Selling Shareholders
      upon consummation of the Transaction in accordance with this Agreement
      will, upon issuance, have been duly and validly authorized and, when so
      issued in accordance with the terms of this Agreement, will be duly and
      validly issued, fully paid and non-assessable.

	 	 	 
	4.8. 	
      Actions and Proceedings. To the best knowledge of
      Pubco, there is no claim, charge, arbitration, grievance, action, suit,
      investigation or proceeding by or before any court, arbiter,
      administrative agency or other governmental authority now pending or, to
      the best knowledge of Pubco, threatened against Pubco which involves any
      of the business, or the properties or assets of Pubco that, if adversely
      resolved or determined, would have a material adverse effect on the
      business, operations, assets, properties, prospects or conditions of Pubco
      taken as a whole (a “Pubco Material Adverse Effect”). There is no
      reasonable basis for any claim or action that, based upon the likelihood
      of its being asserted and its success if asserted, would have such a Pubco
      Material Adverse Effect.

	 	 	 
	4.9. 	
      Compliance.

	 	 	 
		(a) 	
      To the best knowledge of Pubco, Pubco is in compliance
      with, is not in default or violation in any material respect under, and
      has not been charged with or received any notice at any time of any
      material violation of any statute, law, ordinance, regulation, rule,
      decree or other applicable regulation to the business or operations of
      Pubco;

	 	 	 
		(b) 	
      To the best knowledge of Pubco, Pubco is not subject to
      any judgment, order or decree entered in any lawsuit or proceeding
      applicable to its business and operations that would constitute a Pubco
      Material Adverse Effect;

	 	 	 
		(c) 	
      Pubco has operated in material compliance with all laws,
      rules, statutes, ordinances, orders and regulations applicable to its
      business. Pubco has not received any notice of any violation thereof, nor
      is Pubco aware of any valid basis therefore.

	 	 	 
	4.10. 	
      Filings, Consents and Approvals. No filing or
      registration with, no notice to and no permit, authorization, consent, or
      approval of any public or governmental body or authority or other person
      or entity is necessary for the consummation by Pubco of the Transaction
      contemplated by this Agreement to continue to conduct its business after
      the Closing Date in a manner which is consistent with that in which it is
      presently conducted.

	 	 	 
	4.11. 	
      SEC Filings. Pubco has furnished or made available
      to Priveco and the Selling Shareholders a true and complete copy of each
      report, schedule, registration statement and proxy statement filed by
      Pubco with the SEC (collectively, and as such documents have since the
      time of their filing been amended, the “Pubco SEC Documents”). As of their
      respective dates, the Pubco SEC Documents complied in all material
      respects with the requirements of the Securities Act, or the Exchange Act,
      as the case may be, and the rules and regulations of the SEC thereunder
      applicable to such Pubco SEC Documents. The Pubco SEC Documents constitute
      all of the documents and reports that Pubco was required to file with the
      SEC pursuant to the Exchange Act and the rules and regulations promulgated
      thereunder by the SEC.

	 	 	 
	4.12. 	
      Financial Representations. Included with the Pubco
      SEC Documents are true, correct, and complete copies of audited balance
      sheets for Pubco dated as of December 31, 2009 and unaudited balance
      sheets for Pubco dated as of June 30, 2010. (the “Pubco Accounting
      Date”), together with related statements of
income, cash flows, and changes in
shareholder’s equity for the fiscal year and interim period then ended
(collectively, the “Pubco Financial Statements”). The Pubco Financial
Statements:










	 	(a) 	
      are in accordance with the books and records of
    Pubco;

	 	 	 
	 	(b) 	
      present fairly the financial condition of Pubco as of the
      respective dates indicated and the results of operations for such periods;
      and

	 	 	 
	 	(c) 	
      have been prepared in accordance with
  GAAP.



Pubco has not received any advice or notification from its
independent certified public accountants that Pubco has used any improper
accounting practice that would have the effect of not reflecting or incorrectly
reflecting in the Pubco Financial Statements or the books and records of Pubco,
any properties, assets, Liabilities, revenues, or expenses. The books, records,
and accounts of Pubco accurately and fairly reflect, in reasonable detail, the
assets, and Liabilities of Pubco. Pubco has not engaged in any transaction,
maintained any bank account, or used any funds of Pubco, except for
transactions, bank accounts, and funds which have been and are reflected in the
normally maintained books and records of Pubco.

	4.13. 	
      Absence of Undisclosed Liabilities. Pubco has no
      material Liabilities or obligations either direct or indirect, matured or
      unmatured, absolute, contingent or otherwise, which:

	 	 	 	 
		(a) 	
      are not set forth in the Pubco Financial Statements or
      have not heretofore been paid or discharged;

	 	 	 	 
		(b) 	
      did not arise in the regular and ordinary course of
      business under any agreement, contract, commitment, lease or plan
      specifically disclosed in writing to Priveco; or

	 	 	 	 
		(c) 	
      have not been incurred in amounts and pursuant to
      practices consistent with past business practice, in or as a result of the
      regular and ordinary course of its business since the date of the last
      Pubco Financial Statements.

	 	 	 	 
	4.14. 	
      Tax Matters.

	 	 	 	 
		(a) 	
      As of the date hereof:

	 	 	 	 
			(i) 	
      Pubco has timely filed all tax returns in connection with
      any Taxes which are required to be filed on or prior to the date hereof,
      taking into account any extensions of the filing deadlines which have been
      validly granted to them, and

	 	 	 	 
			(ii) 	
      all such returns are true and correct in all material
      respects;

	 	 	 	 
		(b) 	
      Pubco has paid all Taxes that have become or are due with
      respect to any period ended on or prior to the date hereof;

	 	 	 	 
		(c) 	
      Pubco is not presently under and has not received notice
      of, any contemplated investigation or audit by the Canada Revenue Agency
      or the Internal Revenue Service or any foreign or state taxing authority
      concerning any fiscal year or period ended prior to the date
  hereof;

	 	 	 	 
		(d) 	
      All Taxes required to be withheld on or prior to the date
      hereof from employees for income Taxes, social security Taxes,
      unemployment Taxes and other similar withholding Taxes have been properly
      withheld and, if required on or prior to the date hereof, have been
      deposited with the appropriate governmental agency; and

	 	 	 	 
		(e) 	
      To the best knowledge of Pubco, the Pubco Financial
      Statements contain full provision for all Taxes including any deferred
      Taxes that may be assessed to Pubco for the accounting period ended on the
      Pubco Accounting Date or for any prior period in respect of any
      transaction, event or omission occurring, or any profit earned, on or
      prior to the Pubco Accounting Date or for any profit earned by Pubco on or
      prior to the Pubco Accounting Date or for which Pubco
is accountable up to such date and all
contingent Liabilities for Taxes have been provided for or disclosed in the
Pubco Financial Statements.










	4.15. 	
      Absence of Changes. Since the Pubco Accounting
      Date, except as disclosed in the Public SEC Documents and except as
      contemplated in this Agreement, Pubco has not:

	 	 	 
		(a) 	
      incurred any Liabilities, other than Liabilities incurred
      in the ordinary course of business consistent with past practice, or
      discharged or satisfied any lien or encumbrance, or paid any Liabilities,
      other than in the ordinary course of business consistent with past
      practice, or failed to pay or discharge when due any Liabilities of which
      the failure to pay or discharge has caused or will cause any material
      damage or risk of material loss to it or any of its assets or
      properties;

	 	 	 
		(b) 	
      sold, encumbered, assigned or transferred any material
      fixed assets or properties;

	 	 	 
		(c) 	
      created, incurred, assumed or guaranteed any indebtedness
      for money borrowed, or mortgaged, pledged or subjected any of the material
      assets or properties of Pubco to any mortgage, lien, pledge, security
      interest, conditional sales contract or other encumbrance of any nature
      whatsoever;

	 	 	 
		(d) 	
      made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business;

	 	 	 
		(e) 	
      declared, set aside or paid any dividend or made or
      agreed to make any other distribution or payment in respect of its capital
      shares or redeemed, purchased or otherwise acquired or agreed to redeem,
      purchase or acquire any of its capital shares or equity
  securities;

	 	 	 
		(f) 	
      suffered any damage, destruction or loss, whether or not
      covered by insurance, that materially and adversely effects its business,
      operations, assets, properties or prospects;

	 	 	 
		(g) 	
      suffered any material adverse change in its business,
      operations, assets, properties, prospects or condition (financial or
      otherwise);

	 	 	 
		(h) 	
      received notice or had knowledge of any actual or
      threatened labor trouble, termination, resignation, strike or other
      occurrence, event or condition of any similar character which has had or
      might have an adverse effect on its business, operations, assets,
      properties or prospects;

	 	 	 
		(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate
    $10,000;

	 	 	 
		(j) 	
      other than in the ordinary course of business, increased
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan to, any of
      its employees or directors or made any increase in, or any addition to,
      other benefits to which any of its employees or directors may be
      entitled;

	 	 	 
		(k) 	
      entered into any transaction other than in the ordinary
      course of business consistent with past practice; or

	 	 	 
		(l) 	
      agreed, whether in writing or orally, to do any of the
      foregoing.

	 	 	 
	4.16. 	
      Absence of Certain Changes or Events. Since the
      Pubco Accounting Date, except as and to the extent disclosed in the Pubco
      SEC Documents, there has not been:

	 	 	 
		(a) 	
      a Pubco Material Adverse Effect; or

	 	 	 
		(b) 	
      any material change by Pubco in its accounting methods,
      principles or practices.








	4.17. 	
      Subsidiaries. Pubco does not have any subsidiaries
      or agreements of any nature to acquire any subsidiary or to acquire or
      lease any other business operations, except as disclosed in the Pubco SEC
      Documents.

	 	 
	4.18. 	
      Personal Property. There are no material
      equipment, furniture, fixtures and other tangible personal property and
      assets owned or leased by Pubco, except as disclosed in the Pubco SEC
      Documents.

	 	 
	4.19. 	
      Employees and Consultants. Pubco does not have any
      employees or consultants, except as disclosed in the Pubco SEC
      Documents.

	 	 
	4.20. 	
      Material Contracts and Transactions. Other than as
      expressly contemplated by this Agreement, there are no material contracts,
      agreements, licenses, permits, arrangements, commitments, instruments,
      understandings or contracts, whether written or oral, express or implied,
      contingent, fixed or otherwise, to which Pubco is a party except as
      disclosed in writing to Priveco or as disclosed in the Pubco SEC
      Documents.

	 	 
	4.21. 	
      No Brokers. Pubco has not incurred any obligation
      or liability to any party for any brokerage fees, agent’s commissions, or
      finder’s fees in connection with the Transaction contemplated by this
      Agreement.

	 	 
	4.22. 	
      Internal Accounting Controls. Pubco maintains a
      system of internal accounting controls sufficient to provide reasonable
      assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are
      recorded as necessary to permit preparation of financial statements in
      conformity with GAAP and to maintain asset accountability, (iii) access to
      assets is permitted only in accordance with management’s general or
      specific authorization, and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate
      action is taken with respect to any differences. Pubco’s certifying
      officers have evaluated the effectiveness of Pubco’s controls and
      procedures as of end of the filing period prior to the filing date of the
      Form 10-Q for the quarter ended June 30, 2010 (such date, the “Evaluation
      Date”). Pubco presented in its most recently filed Form 10-Q the
      conclusions of the certifying officers about the effectiveness of the
      disclosure controls and procedures based on their evaluations as of the
      Evaluation Date. Since the Evaluation Date, there have been no significant
      changes in Pubco’s internal controls (as such term is defined in Item 307
      of Regulation S-K under the Exchange Act) or, to Pubco’s knowledge, in
      other factors that could significantly affect Pubco’s internal
      controls.

	 	 
	4.23. 	
      Listing and Maintenance Requirements. Pubco is
      currently quoted on the OTC Bulletin Board and has not, in the 12 months
      preceding the date hereof, received any notice from the OTC Bulletin Board
      or FINRA or any trading market on which Pubco’s common stock is or has
      been listed or quoted to the effect that Pubco is not in compliance with
      the quoting, listing or maintenance requirements of the OTCBB or such
      other trading market.

	 	 
	4.24. 	
      Application of Takeover Protections. Pubco and its
      board of directors have taken all necessary action, if any, in order to
      render inapplicable any control share acquisition, business combination,
      poison pill (including any distribution under a rights agreement) or other
      similar anti-takeover provision under Pubco’s certificate or articles of
      incorporation (or similar charter documents) or the laws of its state of
      incorporation that is or could become applicable to Pubco as a result of
      the transactions under this Agreement or the exercise of any rights
      pursuant to this Agreement.

	 	 
	4.25. 	
      No SEC or Financial Industry Regulatory Authority
      Inquiries. Neither the Pubco nor any of its past or present officers
      or directors is the subject of any formal or informal inquiry or
      investigation by the SEC or FINRA. Pubco currently do not have any
      outstanding comment letters or other correspondences from the SEC or
      FINRA.

	 	 
	4.26. 	
      No Liabilities. Upon Closing, except as otherwise
      described in the Pubco Financial Statements, Pubco shall have no direct,
      indirect or contingent liabilities outstanding that exceed
  $1,000.

	 	 
	4.27. 	
      Completeness of Disclosure. No representation or
      warranty by Pubco in this Agreement nor any certificate, schedule,
      statement, document or instrument furnished or to be furnished to Priveco
      pursuant hereto contains or will contain any untrue statement of a
      material fact or omits or will omit to state a material fact required to
      be stated herein or therein or necessary to make any statement herein or
      therein not materially misleading.








	5. 	
      CLOSING
CONDITIONS




	5.1. 	
      Conditions Precedent to Closing by Pubco. The
      obligation of Pubco to consummate the Transaction is subject to the
      satisfaction or written waiver of the conditions set forth below by a date
      mutually agreed upon by the parties hereto in writing and in accordance
      with Section 10.6. The Closing of the Transaction contemplated by this
      Agreement will be deemed to mean a waiver of all conditions to Closing.
      These conditions precedent are for the benefit of Pubco and may be waived
      by Pubco in its sole discretion.




	 	(a) 	
      Representations and Warranties. The
      representations and warranties of Priveco and the Selling Shareholders set
      forth in this Agreement will be true, correct and complete in all respects
      as of the Closing Date, as though made on and as of the Closing
    Date.

	 	 	 
	 	(b) 	
      Performance. All of the covenants and obligations
      that Priveco and the Selling Shareholders are required to perform or to
      comply with pursuant to this Agreement at or prior to the Closing must
      have been performed and complied with in all material respects.

	 	 	 
	 	(c) 	
      Transaction Documents. This Agreement, the Priveco
      Documents, the Priveco Financial Statements and all other documents
      necessary or reasonably required to consummate the Transaction, all in
      form and substance reasonably satisfactory to Pubco, will have been
      executed and delivered to Pubco.

	 	 	 
	 	(d) 	
      Secretary’s Certificate – Priveco. Intentionally
      Deleted

	 	 	 
	 	(e) 	
      Legal Opinion – Priveco. Intentionally
    Deleted.

	 	 	 
	 	(f) 	
      Third Party Consents. Pubco will have received
      duly executed copies of all third party consents and approvals
      contemplated by this Agreement, in form and substance reasonably
      satisfactory to Pubco.

	 	 	 
	 	(g) 	
      Employment Agreements. Pubco will have received
      from Priveco copies of all agreements or arrangements that evidence the
      employment of all of the hourly and salaried employees of Priveco as set
      out on Schedule 9 attached hereto, which constitute all of the employees
      reasonably necessary to operate the business of Priveco substantially as
      presently operated.

	 	 	 
	 	(h) 	
      No Material Adverse Change. No Priveco Material
      Adverse Effect will have occurred since the date of this
  Agreement.

	 	 	 
	 	(i) 	
      Outstanding Shares of Priveco. Priveco will have
      no more than 10,000 shares of Priveco Common Stock issued and outstanding
      on the Closing Date.

	 	 	 
	 	(j) 	
      Outstanding Shares of Pubco. Public will have no
      than 94,866,525 shares of Pubco Common Stock Outstanding on the Closing
      Date (which shares include the 64,866,000 outstanding common shares slated
      for cancellation concurrently with the Closing hereof and exclude the
      shares issuable to the Selling Shareholders and as contemplated by the
      private placement agreement referenced in below subsection
6.13).

	 	 	 
	 	(k) 	
      Delivery of Financial Statements. Priveco will
      have delivered to Pubco the Priveco Financial Statements, which financial
      statements will include audited financial statements for Priveco’s two
      fiscal years, prepared in accordance with GAAP and audited by an
      independent auditor registered with the Public Company Accounting
      Oversight Board in the United States.

	 	 	 
	 	(l) 	
      Due Diligence Review of Financial Statements.
      Pubco and its accountants will be reasonably satisfied with their due
      diligence investigation and review of the Priveco Financial
    Statements.

	 	 	 
	 	(m) 	
      Due Diligence Generally. Pubco and its solicitors
      will be reasonably satisfied with their due diligence investigation of
      Priveco that is reasonable and customary in a transaction of a similar
      nature to that contemplated by the Transaction,
  including:








	 	(i) 	
      materials, documents and information in the possession
      and control of Priveco and the Selling Shareholders which are reasonably
      germane to the Transaction;

	 	 	 
	 	(ii) 	
      a physical inspection of the assets of Priveco by Pubco
      or its representatives; and

	 	 	 
	 	(iii) 	
      title to the material assets of
Priveco.




	 	(n) 	
      Compliance with Securities Laws. Pubco will have
      received evidence satisfactory to Pubco that the Pubco Shares issuable in
      the Transaction will be issuable:

	 	 	 	 
	 		(i) 	
      without registration pursuant to the Securities Act in
      reliance on a safe harbor from the registration requirements of the
      Securities Act provided by Regulation S; and

	 	 	 	 
	 		(ii) 	
      in reliance upon an exemption from the prospectus and
      registration requirements of the BC Securities Act.

	 	 	 	 
	 		
      In order to establish the availability of the safe harbor
      from the registration requirements of the Securities Act and the
      prospectus and registration requirements of applicable Prov. Securities
      Acts for the issuance of Pubco Shares to each Selling Shareholder, Priveco
      will deliver to Pubco on Closing, a Regulation S Certificate or Rule 506
      Certificate, as applicable, and a Questionnaire duly executed by each
      Selling Shareholder.




	5.2. 	
      Conditions Precedent to Closing by Priveco. The
      obligation of Priveco and the Selling Shareholders to consummate the
      Transaction is subject to the satisfaction or written waiver of the
      conditions set forth below by a date mutually agreed upon by the parties
      hereto in writing and in accordance with Section 10.6. The Closing of the
      Transaction will be deemed to mean a waiver of all conditions to Closing.
      These conditions precedent are for the benefit of Priveco and the Selling
      Shareholders and may be waived by Priveco and the Selling Shareholders in
      their discretion.

	 	 	 
		(a) 	
      Representations and Warranties. The
      representations and warranties of Pubco set forth in this Agreement will
      be true, correct and complete in all respects as of the Closing Date, as
      though made on and as of the Closing Date.

	 	 	 
		(b) 	
      Performance. All of the covenants and obligations
      that Pubco are required to perform or to comply with pursuant to this
      Agreement at or prior to the Closing must have been performed and complied
      with in all material respects. Pubco must have delivered each of the
      documents required to be delivered by it pursuant to this
  Agreement.

	 	 	 
		(c) 	
      Transaction Documents. This Agreement, the Pubco
      Documents and all other documents necessary or reasonably required to
      consummate the Transaction, all in form and substance reasonably
      satisfactory to Priveco, will have been executed and delivered by
      Pubco.

	 	 	 
		(d) 	
      Secretary’s Certificate - Pubco. Intentionally
      Deleted

	 	 	 
		(e) 	
      Legal Opinion – Pubco. Intentionally
  Deleted

	 	 	 
		(f) 	
      Third Party Consents. Priveco will have received
      from Pubco duly executed copies of all third- party consents, permits,
      authorisations and approvals of any public, regulatory (including the SEC)
      or governmental body or authority or person or entity contemplated by this
      Agreement, in the form and substance reasonably satisfactory to
      Priveco.

	 	 	 
		(g) 	
      No Material Adverse Change. No Pubco Material
      Adverse Effect will have occurred since the date of this
  Agreement.

	 	 	 
		(h) 	
      No Action. No suit, action, or proceeding will be
      pending or threatened before any governmental or regulatory authority
      wherein an unfavorable judgment, order, decree, stipulation, injunction or
      charge would result in and/or:








	 		(i) 	
      the consummation of any of the transactions contemplated
      by this Agreement; or

	 	 	 	 
	 		(ii) 	
      cause the Transaction to be rescinded following
      consummation.

	 	 	 	 
	 	(i) 	
      Outstanding Shares. On the Closing Date, Pubco
      will have not more than 95,366,525 common shares issued and outstanding in
      the capital of Pubco after giving effect to the cancellation and issuance
      of the Pubco Shares contemplated in this Agreement, and to the private
      placement agreement referenced in below article 6.13.

	 	 	 	 
	 	(j) 	
      Public Market. On the Closing Date, the shares of
      Pubco Common Stock will be quoted on the Financial Industry Regulatory
      Authority’s OTC Bulletin Board.

	 	 	 	 
	 	(k) 	
      Due Diligence Review of Financial Statements.
      Priveco and its accountants will be reasonably satisfied with their due
      diligence investigation and review of the Pubco Financial Statements, the
      Pubco SEC Documents, and the contents thereof, prepared in accordance with
      GAAP.

	 	 	 	 
	 	(l) 	
      Due Diligence Generally. Priveco will be
      reasonably satisfied with their due diligence investigation of Pubco that
      is reasonable and customary in a transaction of a similar nature to that
      contemplated by the Transaction.




	6. 	
      ADDITIONAL COVENANTS OF THE
  PARTIES




	6.1. 	
      Notification of Financial Liabilities. Priveco
      will immediately notify Pubco in accordance with Section 10.6 hereof, if
      Priveco receives any advice or notification from its independent certified
      public accounts that Priveco has used any improper accounting practice
      that would have the effect of not reflecting or incorrectly reflecting in
      the books, records, and accounts of Priveco, any properties, assets,
      Liabilities, revenues, or expenses. Notwithstanding any statement to the
      contrary in this Agreement, this covenant will survive Closing and
      continue in full force and effect.




	6.2. 	
      Access and Investigation. Between the date of this
      Agreement and the Closing Date, Priveco, on the one hand, and Pubco, on
      the other hand, will, and will cause each of their respective
      representatives to:

	 	 	 
		(a) 	
      afford the other and its representatives full and free
      access to its personnel, properties, assets, contracts, books and records,
      and other documents and data;

	 	 	 
		(b) 	
      furnish the other and its representatives with copies of
      all such contracts, books and records, and other existing documents and
      data as required by this Agreement and as the other may otherwise
      reasonably request; and

	 	 	 
		(c) 	
      furnish the other and its representatives with such
      additional financial, operating, and other data and information as the
      other may reasonably request.

	 	 	 
		
      All of such access, investigation and communication by a
      party and its representatives will be conducted during normal business
      hours and in a manner designed not to interfere unduly with the normal
      business operations of the other party. Each party will instruct its
      auditors to co-operate with the other party and its representatives in
      connection with such investigations.

	 	 	 
	6.3. 	
      Confidentiality. All information regarding the
      business of Priveco including, without limitation, financial information
      that Priveco provides to Pubco during Pubco’s due diligence investigation
      of Priveco will be kept in strict confidence by Pubco and will not be used
      (except in connection with due diligence), dealt with, exploited or
      commercialized by Pubco or disclosed to any third party (other than
      Pubco’s professional accounting and legal advisors) without the prior
      written consent of Priveco. If the Transaction contemplated by this
      Agreement does not proceed for any reason, then upon receipt of a written
      request from Priveco, Pubco will immediately return to Priveco (or as
      directed by Priveco) any information received regarding Priveco’s
      business. Likewise, all information regarding the business of Pubco
      including, without limitation, financial information that Pubco provides
      to Priveco during its due diligence investigation of Pubco will be kept in
      strict confidence by Priveco and will not be used (except in connection
      with due diligence), dealt with, exploited or commercialized by Priveco or
      disclosed to any third party (other than
Priveco’s professional accounting and legal advisors) without
      Pubco’s prior written consent. If the Transaction contemplated by this
      Agreement does not proceed for any reason, then upon receipt of a written
      request from Pubco, Priveco will immediately return to Pubco (or as
      directed by Pubco) any information received regarding Pubco’s
  business.









	6.4. 	
      Notification. Between the date of this Agreement
      and the Closing Date, each of the parties to this Agreement will promptly
      notify the other parties in writing if it becomes aware of any fact or
      condition that causes or constitutes a material breach of any of its
      representations and warranties as of the date of this Agreement, if it
      becomes aware of the occurrence after the date of this Agreement of any
      fact or condition that would cause or constitute a material breach of any
      such representation or warranty had such representation or warranty been
      made as of the time of occurrence or discovery of such fact or condition.
      Should any such fact or condition require any change in the Schedules
      relating to such party, such party will promptly deliver to the other
      parties a supplement to the Schedules specifying such change. During the
      same period, each party will promptly notify the other parties of the
      occurrence of any material breach of any of its covenants in this
      Agreement or of the occurrence of any event that may make the satisfaction
      of such conditions impossible or unlikely.

	 	 	 	 
	6.5. 	
      Exclusivity. Until such time, if any, as this
      Agreement is terminated pursuant to this Agreement, Priveco and Pubco will
      not, directly or indirectly, solicit, initiate, entertain or accept any
      inquiries or proposals from, discuss or negotiate with, provide any
      non-public information to, or consider the merits of any unsolicited
      inquiries or proposals from, any person or entity relating to any
      transaction involving the sale of the business or assets (other than in
      the ordinary course of business), or any of the capital stock of Priveco
      or Pubco, as applicable, or any merger, consolidation, business
      combination, or similar transaction other than as contemplated by this
      Agreement.

	 	 	 	 
	6.6. 	
      Conduct of Priveco and Pubco Business Prior to
      Closing. From the date of this Agreement to the Closing Date, and
      except to the extent that Pubco otherwise consents in writing, Priveco
      will operate its business substantially as presently operated and only in
      the ordinary course and in compliance with all applicable laws, and use
      its best efforts to preserve intact its good reputation and present
      business organization and to preserve its relationships with persons
      having business dealings with it. Likewise, from the date of this
      Agreement to the Closing Date, and except to the extent that Priveco
      otherwise consents in writing, Pubco will operate its business
      substantially as presently operated and only in the ordinary course and in
      compliance with all applicable laws, and use its best efforts to preserve
      intact its good reputation and present business organization and to
      preserve its relationships with persons having business dealings with
      it.

	 	 	 	 
	6.7. 	
      Certain Acts Prohibited – Priveco. Except as
      expressly contemplated by this Agreement or for purposes in furtherance of
      this Agreement, between the date of this Agreement and the Closing Date,
      Priveco will not, without the prior written consent of Pubco:

	 	 	 	 
		(a) 	
      alter its Constitution, Articles of Association or other
      incorporation documents;

	 	 	 	 
		(b) 	
      incur any liability or obligation other than in the
      ordinary course of business or encumber or permit the encumbrance of any
      properties or assets of Priveco except in the ordinary course of
      business;

	 	 	 	 
		(c) 	
      dispose of or contract to dispose of any Priveco property
      or assets, including the Intellectual Property Assets, except in the
      ordinary course of business consistent with past practice;

	 	 	 	 
		(d) 	
      issue, deliver, sell, pledge or otherwise encumber or
      subject to any lien any shares of the Priveco Common Stock, or any rights,
      warrants or options to acquire, any such shares, voting securities or
      convertible securities;

	 	 	 	 
		(e) 	
      not:

	 	 	 	 
			(i) 	
      declare, set aside or pay any dividends on, or make any
      other distributions in respect of the Priveco Common Stock,
  or









	 		(ii) 	
      split, combine or reclassify any Priveco Common Stock or
      issue or authorize the issuance of any other securities in respect of, in
      lieu of or in substitution for shares of Priveco Common Stock;
or

	 	 	 	 
	 	(f) 	
      not materially increase benefits or compensation expenses
      of Priveco, other than as contemplated by the terms of any employment
      agreement in existence on the date of this Agreement, increase the cash
      compensation of any director, executive officer or other key employee or
      pay any benefit or amount not required by a plan or arrangement as in
      effect on the date of this Agreement to any such
person.




	6.8. 	
      Certain Acts Prohibited - Pubco. Except as
      expressly contemplated by this Agreement, between the date of this
      Agreement and the Closing Date, Pubco will not, without the prior written
      consent of Priveco:

	 	 	 
		(a) 	
      incur any liability or obligation or encumber or permit
      the encumbrance of any properties or assets of Pubco except in the
      ordinary course of business consistent with past practice;

	 	 	 
		(b) 	
      dispose of or contract to dispose of any Pubco property
      or assets except in the ordinary course of business consistent with past
      practice;

	 	 	 
		(c) 	
      declare, set aside or pay any dividends on, or make any
      other distributions in respect of the Pubco Common Stock; or

	 	 	 
		(d) 	
      materially increase benefits or compensation expenses of
      Pubco, increase the cash compensation of any director, executive officer
      or other key employee or pay any benefit or amount to any such
    person.




	6.9. 	
      Public Announcements. Pubco and Priveco each agree
      that they will not release or issue any reports or statements or make any
      public announcements relating to this Agreement or the Transaction
      contemplated herein without the prior written consent of the other party,
      except as may be required upon written advice of counsel to comply with
      applicable laws or regulatory requirements after consulting with the other
      party hereto and seeking their reasonable consent to such
    announcement.

	 	 
	6.10. 	
      Employment Agreements. Between the date of this
      Agreement and the Closing Date, Priveco will have made necessary
      arrangements to employ all of the hourly and salaried employees of Priveco
      reasonably necessary to operate such business substantially as presently
      operated. Priveco agrees to provide copies of all such agreements and
      arrangements that evidence such employment at or prior to
  Closing.

	 	 
	6.11. 	
      Pubco Officers. The current director of Pubco will
      adopt resolutions appointing Raymond Cattropa as Chief Financial Officer
      and Secretary of Pubco, which appointment will be effective on
    Closing.

	 	 
	6.12. 	
      Priveco Directors. Isabel Sung Min Suk and Jacob
      Myung Joon Jung will each resign as directors and officers of Priveco, and
      the remaining directors of Priveco will adopt resolutions accepting such
      resignations, which resignations will be effective on Closing

	 	 
	6.13. 	
      Pubco Private Placement. Pubco will enter into a
      private placement agreement with one or more purchasers for the sale of
      Pubco Common Stock. The consideration paid in respect of the private
      placement shall be not less than $0.50 per share and not more than $1 per
      share and with an aggregate value of $250,000. The current director of
      Pubco will adopt resolutions approving such private placement agreement
      and authorizing the corresponding issuance of Pubco Common Stock which
      approval and authorization will be effective on Closing.

	 	 
	6.14. 	
      Cancellation of Pubco Shares. The sole director of
      Pubco, Mitsuo Kojima, will surrender for cancellation share certificate(s)
      representing 64,866,000 shares of Pubco Common Stock in the name of Mr.
      Kojima by delivering such certificate(s) to Pubco duly executed and
      endorsed in blank (or accompanied by duly executed stock powers duly
      endorsed in blank), and adopting resolutions ordering the cancellation of
      such shares, which resolutions and cancellation will be effective on
      Closing.










	7. 	
      CLOSING





	7.1. 	
      Closing. The Closing shall take place on the
      Closing Date at the offices of the lawyers for Pubco or at such other
      location as agreed to by the parties. Notwithstanding the location of the
      Closing, each party agrees that the Closing may be completed by the
      exchange of undertakings between the respective legal counsel for Priveco
      and Pubco, provided such undertakings are satisfactory to each party’s
      respective legal counsel.

	 	 	 
	7.2. 	
      Closing Deliveries of Priveco and the Selling
      Shareholders. At Closing, Priveco and the Selling Shareholders will
      deliver or cause to be delivered the following, fully executed and in the
      form and substance reasonably satisfactory to Pubco:

	 	 	 
		(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Priveco evidencing approval
      of this Agreement and the Transaction;

	 	 	 
		(b) 	
      if any of the Selling Shareholders appoint any person, by
      power of attorney or equivalent, to execute this Agreement or any other
      agreement, document, instrument or certificate contemplated by this
      agreement, on behalf of the Selling Shareholder, a valid and binding power
      of attorney or equivalent from such Selling Shareholder;

	 	 	 
		(c) 	
      share certificates representing the Priveco Shares as
      required by Section 2.3 of this Agreement;

	 	 	 
		(d) 	
      all certificates and other documents required by Sections
      2.3 and 5.1 of this Agreement;

	 	 	 
		(e) 	
      the Priveco Documents, the Priveco Financial Statements
      and any other necessary documents, each duly executed by Priveco, as
      required to give effect to the Transaction;

	 	 	 
		(f) 	
      copies of all agreements and arrangements required by
      Section 6.10 of this Agreement.

	 	 	 
	7.3. 	
      Closing Deliveries of Pubco. At Closing, Pubco
      will deliver or cause to be delivered the following, fully executed and in
      the form and substance reasonably satisfactory to Priveco:

	 	 	 
		(a) 	
      copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of Pubco evidencing approval of
      this Agreement and the Transaction;

	 	 	 
		(b) 	
      all certificates and other documents required by Section
      5.2 of this Agreement;

	 	 	 
		(c) 	
      the Pubco Documents and any other necessary documents,
      each duly executed by Pubco, as required to give effect to the
      Transaction; and

	 	 	 
		(d) 	
      the resolutions required to effect the changes
      contemplated in Sections 6.11 of this Agreement.

	 	 	 
	7.4. 	
      Additional Closing Delivery of Pubco. At Closing,
      Pubco will deliver or cause to be delivered the share certificates
      representing the Pubco Shares.




	8. 	
      TERMINATION




	8.1. 	
      Termination. This Agreement may be terminated at
      any time prior to the Closing Date contemplated hereby by:

	 	 	 
		(a) 	
      mutual agreement of Pubco and Priveco;

	 	 	 
		(b) 	
      Pubco, if there has been a material breach by Priveco or
      any of the Selling Shareholders of any material representation, warranty,
      covenant or agreement set forth in this Agreement on the part of Priveco
      or the Selling Shareholders that is not cured, to the reasonable
      satisfaction of Pubco, within ten business days after notice of such
      breach is given by Pubco (except that no cure period will be provided for
      a breach by Priveco or the Selling Shareholders that by its nature cannot
      be cured);

	 	 	 
		(c) 	
      Priveco, if there has been a material breach by Pubco of
      any material representation, warranty, covenant or agreement set forth in
      this Agreement on the part of Pubco that is not cured by
  the breaching party, to the reasonable satisfaction of
      Priveco, within ten business days after notice of such breach is given by
      Priveco (except that no cure period will be provided for a breach by Pubco
  that by its nature cannot be cured); or









		(d) 	
      Pubco or Priveco if any permanent injunction or other
      order of a governmental entity of competent authority preventing the
      consummation of the Transaction contemplated by this Agreement has become
      final and non-appealable.

	 	 	 
	8.2. 	
      Effect of Termination. In the event of the
      termination of this Agreement as provided in Section 8.1, this Agreement
      will be of no further force or effect, provided, however, that no
      termination of this Agreement will relieve any party of liability for any
      breaches of this Agreement that are based on a wrongful refusal or failure
      to perform any obligations.





	9. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL




	9.1. 	
      Certain Definitions. For the purposes of this
      Article 9 the terms “Loss” and “Losses” mean any and all demands, claims,
      actions or causes of action, assessments, losses, damages, Liabilities,
      costs, and expenses, including without limitation, interest, penalties,
      fines and reasonable attorneys, accountants and other professional fees
      and expenses, but excluding any indirect, consequential or punitive
      damages suffered by Pubco or Priveco including damages for lost profits or
      lost business opportunities.

	 	 	 
	9.2. 	
      Agreement of Priveco to Indemnify. Priveco will
      indemnify, defend, and hold harmless, to the full extent of the law, Pubco
      and its shareholders from, against, and in respect of any and all Losses
      asserted against, relating to, imposed upon, or incurred by Pubco and its
      shareholders by reason of, resulting from, based upon or arising out
      of:

	 	 	 
		(a) 	
      the breach by Priveco of any representation or warranty
      of Priveco contained in or made pursuant to this Agreement, any Priveco
      Document or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 
		(b) 	
      the breach or partial breach by Priveco of any covenant
      or agreement of Priveco made in or pursuant to this Agreement, any Priveco
      Document or any certificate or other instrument delivered pursuant to this
      Agreement.

	 	 	 
	9.3. 	
      Agreement of the Selling Shareholders to Indemnify.
      The Selling Shareholders will indemnify, defend, and hold harmless, to
      the full extent of the law, Pubco and its shareholders from, against, and
      in respect of any and all Losses asserted against, relating to, imposed
      upon, or incurred by Pubco and its shareholders by reason of, resulting
      from, based upon or arising out of:

	 	 	 
		(a) 	
      any breach by the Selling Shareholders of Section 2.2 of
      this Agreement; or

	 	 	 
		(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by the Selling Shareholders contained
      in or made pursuant to the Regulation S Certificate, Rule 506 Certificate
      or the Questionnaire executed by each Selling Shareholder as part of the
      share exchange procedure detailed in Section 2.3 of this
  Agreement.

	 	 	 
	9.4. 	
      Agreement of Pubco to Indemnify. Pubco will
      indemnify, defend, and hold harmless, to the full extent of the law,
      Priveco and the Selling Shareholders from, against, for, and in respect of
      any and all Losses asserted against, relating to, imposed upon, or
      incurred by Priveco and the Selling Shareholders by reason of, resulting
      from, based upon or arising out of:

	 	 	 
		(a) 	
      the breach by Pubco of any representation or warranty of
      Pubco contained in or made pursuant to this Agreement, any Pubco Document
      or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 
		(b) 	
      the breach or partial breach by Pubco of any covenant or
      agreement of Pubco made in or pursuant to this Agreement, any Pubco
      Document or any certificate or other instrument delivered pursuant to this
      Agreement.








	10. 	
      MISCELLANEOUS
PROVISIONS




	10.1. 	
      Effectiveness of Representations; Survival. Each
      party is entitled to rely on the representations, warranties and
      agreements of each of the other parties and all such representation,
      warranties and agreement will be effective regardless of any investigation
      that any party has undertaken or failed to undertake. Unless otherwise
      stated in this Agreement, and except for instances of fraud, the
      representations, warranties and agreements will survive the Closing Date
      and continue in full force and effect until one (1) year after the Closing
      Date.

	 	 
	10.2. 	
      Further Assurances. Each of the parties hereto
      will co-operate with the others and execute and deliver to the other
      parties hereto such other instruments and documents and take such other
      actions as may be reasonably requested from time to time by any other
      party hereto as necessary to carry out, evidence, and confirm the intended
      purposes of this Agreement.

	 	 
	10.3. 	
      Amendment. This Agreement may not be amended
      except by an instrument in writing signed by each of the
parties.

	 	 
	10.4. 	
      Expenses. Pubco will bear all costs incurred in
      connection with the preparation, execution and performance of this
      Agreement and the Transaction contemplated hereby, including all fees and
      expenses of agents, representatives and accountants; provided that Pubco
      and Priveco will bear its respective legal costs incurred in connection
      with the preparation, execution and performance of this Agreement and the
      Transaction contemplated hereby. Notwithstanding the foregoing in the
      event that the Closing does not occur, each of the parties will be
      responsible for all costs (including, but not limited to, financial
      advisory, accounting, legal and other professional or consulting fees and
      expenses) incurred by it in connection with the transactions hereby
      contemplated.

	 	 
	10.5. 	
      Entire Agreement. This Agreement, the schedules
      attached hereto and the other documents in connection with this
      transaction contain the entire agreement between the parties with respect
      to the subject matter hereof and supersede all prior arrangements and
      understandings, both written and oral, expressed or implied, with respect
      thereto. Any preceding correspondence or offers are expressly superseded
      and terminated by this Agreement.

	 	 
	10.6. 	
      Notices. All notices and other communications
      required or permitted under this Agreement must be in writing and will be
      deemed given if sent by personal delivery, faxed with electronic
      confirmation of delivery, internationally-recognized express courier or
      registered or certified mail (return receipt requested), postage prepaid,
      to the parties at the following addresses (or at such other address for a
      party as will be specified by like notice):



If to Priveco or any of the Selling
Shareholders: 

HORIYOSHI THE THIRD LIMITED

16E Neich Tower, 128 Gloucester Road,

Wanchai, Hong Kong

Attention:        Steve Sang
Keun Suk 
Telephone: 
Facsimile:

If to Pubco:

HORIYOSHI WORLDWIDE INC.

711 South Olive Street, Suite 504

Los Angeles, California,
90014.

Attention:           Mitsuo
Kojima

Telephone:         (213) 515-7114
  

Facsimile:





With a copy (which will not constitute
notice) to:

Macdonald Tuskey 
Suite 1210, 777
Hornby Street 
Vancouver, British Columbia, Canada 
V6Z 1S4

Attention:           
William L. Macdonald

Telephone:          (604)
648-1670

Facsimile:            
(604) 681-4760

All such notices and other communications will be deemed to
have been received:

	 	(a) 	
      in the case of personal delivery, on the date of such
      delivery;

	 	 	 
	 	(b) 	
      in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;

	 	 	 
	 	(c) 	
      in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and

	 	 	 
	 	(d) 	
      in the case of mailing, on the fifth business day
      following mailing.




	10.7. 	
      Headings. The headings contained in this Agreement
      are for convenience purposes only and will not affect in any way the
      meaning or interpretation of this Agreement.

	 	 
	10.8. 	
      Benefits. This Agreement is and will only be
      construed as for the benefit of or enforceable by those persons party to
      this Agreement.

	 	 
	10.9. 	
      Assignment. This Agreement may not be assigned
      (except by operation of law) by any party without the consent of the other
      parties.

	 	 
	10.10. 	
      Governing Law. This Agreement will be governed by
      and construed in accordance with the laws of the Province of British
      Columbia applicable to contracts made and to be performed
  therein.

	 	 
	10.11. 	
      Construction. The language used in this Agreement
      will be deemed to be the language chosen by the parties to express their
      mutual intent, and no rule of strict construction will be applied against
      any party.

	 	 
	10.12. 	
      Gender. All references to any party will be read
      with such changes in number and gender as the context or reference
      requires.

	 	 
	10.13. 	
      Business Days. If the last or appointed day for
      the taking of any action required or the expiration of any rights granted
      herein shall be a Saturday, Sunday or a legal holiday in the Province of
      British Columbia, Canada, then such action may be taken or right may be
      exercised on the next succeeding day which is not a Saturday, Sunday or
      such a legal holiday.

	 	 
	10.14. 	
      Counterparts. This Agreement may be executed in
      one or more counterparts, all of which will be considered one and the same
      agreement and will become effective when one or more counterparts have
      been signed by each of the parties and delivered to the other parties, it
      being understood that all parties need not sign the same
    counterpart.

	 	 
	10.15. 	
      Fax Execution. This Agreement may be executed by
      delivery of executed signature pages by fax and such fax execution will be
      effective for all purposes.

	 	 
	10.16. 	
      Schedules and Exhibits. The schedules and exhibits
      are attached to this Agreement and incorporated
herein.







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

HORIYOSHI THE THIRD LIMITED

Per:____________________________

Steve Sang Keun Suk, President and Director

HORIYOSHI WORLDWIDE INC.

Per:____________________________

Mitsuo Kojima, President and Director




SCHEDULE 1
TO THE SHARE EXCHANGE AGREEMENT
AMONG
HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD LIMITED AND THE SELLING

SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT

THE SELLING SHAREHOLDERS


	

      

Name 	

      

Address 	

      Number of Priveco 
Shares
      held before 
Closing 	Total Number of 

      Pubco Shares to
      be 
issued by Pubco on 
Closing 
	Lone Star Capital Limited 
(formerly Stone Holdings
      
Corporate Limited) 	16E, Neich Tower, 128 
Gloucester Road,
      
Wanchai, Hong Kong 	5,500 

	35,676,300 


	Myung Joon Jung 

	458 South Sycamore Ave, 
Los Angeles, CA,
      90036, 
USA 	500 

	3,243,300 


	Eric Chung Kyutae 


	1201 Noons Creek Drive, 
Port Moody, British
      
Columbia,Canada, V3H 
4B3 	500 


	3,243,300 



	Yoshihito Nakano 
	5-3 Kubocho Nishi-Ku, 
Yokohama, Japan. 	2,000 
	12,973,200 

	Judy Shin Yuien 


	5209 Schou Street, 
Burnaby, British
      
Columbia, Canada V4N 
3L2 	500 


	3,243,300 



	Sung Min Suk 

	17176 103rd Avenue, 
Surrey,
      British Columbia, 
Canada, V4N 3L2 	500 

	3,243,300 


	Mitsuo Kojima
    
	5-12-24 Minami Aoyama, 
Minato-ku, Tokyo, Japan. 	500
      
	3,243,300 

	  	Total shares: 	10,000 	64,866,000 







Schedule 1A
TO THE SHARE EXCHANGE AGREEMENT
AMONG
HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD LIMITED AND THE SELLING

SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT

ACKNOWLEDGED AND AGREED TO THIS _______day of
__________________, 2010, BY:




	(Name of Subscriber – Please type or print) 	 
	 	 
	 	 
	(Signature and, if applicable, Office) 	 
	 	 
	 	 
	(Address of Subscriber) 	 
	 	 
	 	 
	(City, State or Province, Postal Code of Subscriber) 	 
	 	 
	 	 
	(Country of Subscriber) 	 
	 	 
	 	 
	(Telephone number of Subscriber) 	 
	 	 
	 	 
	(Social Security/Insurance No. of Subscriber) 	 







	SCHEDULE 2A 
	TO THE SHARE EXCHANGE AGREEMENT 
	AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD
      LIMITED AND THE SELLING 
	SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
    


CERTIFICATE OF NON-U.S. SHAREHOLDER

In connection with the issuance of common stock (the “Pubco
Shares”) of HORIYOSHI WORLDWIDE INC., a Nevada corporation (“Pubco”), to the
undersigned, pursuant to that certain Share Exchange Agreement dated August____,
2010, (the “Agreement”), among Pubco, HORIYOSHI THE THIRD LIMITED., a Hong Kong
company (“Priveco”) and the shareholders of Priveco as set out in the Agreement
(each, a “Selling Shareholder”), the undersigned Selling Shareholder hereby
agrees, acknowledges, represents and warrants that:

     1. the undersigned is not a “U.S.
Person” as such term is defined by Rule 902 of Regulation S under the United
States Securities Act of 1933, as amended (“U.S. Securities Act”) (the
definition of which includes, but is not limited to, an individual resident in
the U.S. and an estate or trust of which any executor or administrator or trust,
respectively is a U.S. Person and any partnership or corporation organized or
incorporated under the laws of the U.S.);

     2. none of the Pubco Shares have
been or will be registered under the U.S. Securities Act, or under any state
securities or “blue sky” laws of any state of the United States, and may not be
offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S, except in accordance with the
provisions of Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and in
compliance with any applicable state and foreign securities laws;

     3. the Selling Shareholder
understands and agrees that offers and sales of any of the Pubco Shares prior to
the expiration of a period of one year after the date of original issuance of
the Pubco Shares (the one year period hereinafter referred to as the
“Distribution Compliance Period”) shall only be made in compliance with the safe
harbor provisions set forth in Regulation S, pursuant to the registration
provisions of the U.S. Securities Act or an exemption therefrom, and that all
offers and sales after the Distribution Compliance Period shall be made only in
compliance with the registration provisions of the U.S. Securities Act or an
exemption therefrom and in each case only in accordance with applicable state
and foreign securities laws;

     4. the Selling Shareholder
understands and agrees not to engage in any hedging transactions involving any
of the Pubco Shares unless such transactions are in compliance with the
provisions of the U.S. Securities Act and in each case only in accordance with
applicable state and provincial securities laws;

     5. the Selling Shareholder is
acquiring the Pubco Shares for investment only and not with a view to resale or
distribution and, in particular, it has no intention to distribute either
directly or indirectly any of the Pubco Shares in the United States or to U.S.
Persons;

     6. the Selling Shareholder has
not acquired the Pubco Shares as a result of, and will not itself engage in, any
directed selling efforts (as defined in Regulation S under the U.S. Securities
Act) in the United States in respect of the Pubco Shares which would include any
activities undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States for the
resale of any of the Pubco Shares; provided, however, that the Selling
Shareholder may sell or otherwise dispose of the Pubco Shares pursuant to
registration thereof under the U.S. Securities Act and any applicable state and
provincial securities laws or under an exemption from such registration
requirements;

     7. the statutory and regulatory
basis for the exemption claimed for the sale of the Pubco Shares, although in
technical compliance with Regulation S, would not be available if the offering
is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act or any applicable state and provincial securities laws;




     8. Pubco has not undertaken, and
will have no obligation, to register any of the Pubco Shares under the U.S.
Securities Act;

     9. Pubco is entitled to rely on
the acknowledgements, agreements, representations and warranties and the
statements and answers of the Selling Shareholder contained in the Agreement and
this Certificate, and the Selling Shareholder will hold harmless Pubco from any
loss or damage either one may suffer as a result of any such acknowledgements,
agreements, representations and/or warranties made by the Selling Shareholder
not being true and correct;

     10. the undersigned has been
advised to consult their own respective legal, tax and other advisors with
respect to the merits and risks of an investment in the Pubco Shares and, with
respect to applicable resale restrictions, is solely responsible (and Pubco is
not in any way responsible) for compliance with applicable resale
restrictions;

     11. the undersigned and the
undersigned’s advisor(s) have had a reasonable opportunity to ask questions of
and receive answers from Pubco in connection with the acquisition of the Pubco
Shares under the Agreement, and to obtain additional information, to the extent
possessed or obtainable by Pubco without unreasonable effort or expense;

     12. the books and records of
Pubco were available upon reasonable notice for inspection, subject to certain
confidentiality restrictions, by the undersigned during reasonable business
hours at its principal place of business and that all documents, records and
books in connection with the acquisition of the Pubco Shares under the Agreement
have been made available for inspection by the undersigned, the undersigned’s
attorney and/or advisor(s);

     13. the
undersigned:
               (a)
is knowledgeable of, or has been independently advised as to, the applicable
securities laws of the securities regulators having application in the
jurisdiction in which the undersigned is resident (the “International
Jurisdiction”) which would apply to the acquisition of the Pubco
Shares; 
               (b)
the undersigned is acquiring the Pubco Shares pursuant to exemptions from
prospectus or equivalent requirements under applicable securities laws or, if
such is not applicable, the undersigned is permitted to acquire the Pubco Shares
under the applicable securities laws of the securities regulators in the
International Jurisdiction without the need to rely on any
exemptions; 
               (c)
the applicable securities laws of the authorities in the International
Jurisdiction do not require Pubco to make any filings or seek any approvals of
any kind whatsoever from any securities regulator of any kind whatsoever in the
International Jurisdiction in connection with the issue and sale or resale of
the Pubco Shares;
and 
               (d)
the acquisition of the Pubco Shares by the undersigned does not
trigger: 
                         (i)
any obligation to prepare and file a prospectus or similar document, or any
other report with respect to such purchase in the International Jurisdiction;
or 
                         (ii)
any continuous disclosure reporting obligation of Pubco in the International
Jurisdiction; and

the undersigned will, if requested by
Pubco, deliver to Pubco a certificate or opinion of local counsel from the
International Jurisdiction which will confirm the matters referred to in
Sections 13(c) and 13(d) above to the satisfaction of Pubco, acting
reasonably;

     14. the undersigned (i) is able
to fend for itself in connection with the acquisition of the Pubco Shares; (ii)
has such knowledge and experience in business matters as to be capable of
evaluating the merits and risks of its prospective investment in the Pubco
Shares; and (iii) has the ability to bear the economic risks of its prospective
investment and can afford the complete loss of such investment;

     15. the undersigned is not aware
of any advertisement of any of the Pubco Shares and is not acquiring the Pubco
Shares as a result of any form of general solicitation or general advertising
including advertisements, articles, notices or other communications published in
any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;




     16. no person has made to the
undersigned any written or oral
representations: 
             
  (a) that any person will resell or repurchase any of the Pubco
Shares; 
            
   (b) that any person will refund the purchase price of any of
the Pubco
Shares;
               
(c) as to the future price or value of any of the Pubco Shares;
or
               
(d) that any of the Pubco Shares will be listed and posted for trading on any
stock exchange or automated dealer quotation system or that application has been
made to list and post any of the Pubco Shares on any stock exchange or automated
dealer quotation system, except that currently certain market makers make market
in the common shares of Pubco on the OTC Bulletin Board;

     17. none of the Pubco Shares are
listed on any stock exchange or automated dealer quotation system and no
representation has been made to the undersigned that any of the Pubco Shares
will become listed on any stock exchange or automated dealer quotation system,
except that currently certain market makers make market in the common shares of
Pubco on the OTC Bulletin Board;

     18. the undersigned is outside
the United States when receiving and executing this Agreement and is acquiring
the Pubco Shares as principal for their own account, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and no other person has a direct or indirect
beneficial interest in the Pubco Shares; 

     19. neither the SEC nor any other
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Pubco Shares;

     20. the Pubco Shares are not
being acquired, directly or indirectly, for the account or benefit of a U.S.
Person or a person in the United States;

     21. the undersigned acknowledges
and agrees that Pubco shall refuse to register any transfer of Pubco Shares not
made in accordance with the provisions of Regulation S, pursuant to registration
under the U.S. Securities Act, or pursuant to an available exemption from
registration under the U.S. Securities Act;

     22. the undersigned understands
and agrees that the Pubco Shares will bear the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE
BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS
DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933
ACT.”

     23. the address of the
undersigned included herein is the sole address of the undersigned as of the
date of this certificate.




IN WITNESS WHEREOF, I have executed this Certificate of
Non-U.S. Shareholder.

	 	 	Date: 	 	,
    2010  
	Signature 	 	  
	 	 	 
	 	 	 
	Print Name 	 	  
	 	 	 
	 	 	 
	Title (if applicable) 	 	  
	 	 	 
	 	 	 
	Address 	 	  
	 	 	 







	SCHEDULE 2B 
	TO THE SHARE EXCHANGE AGREEMENT 
	AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD
      LIMITED AND THE SELLING 
	SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
    


CERTIFICATE OF U.S. SHAREHOLDER

In connection with the issuance of common stock (the “Pubco
Shares”) of HORIYOSHI WORLDWIDE INC., a Nevada corporation (“Pubco”), to the
undersigned, pursuant to that certain Share Exchange Agreement dated August____,
2010. (the “Agreement”), among Pubco, HORIYOSHI THE THIRD LIMITED., a Hong Kong
company (“Priveco”) and the shareholders of Priveco as set out in the Agreement
(each, a “Selling Shareholder”), the undersigned Selling Shareholder hereby
agrees, acknowledges, represents and warrants that:

     1. the undersigned satisfies one
or more of the categories of "Accredited Investors", as defined by Regulation D
promulgated under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), as indicated below: (Please initial in the space provide
those categories, if any, of an "Accredited Investor" which the undersigned
satisfies.)

		_______Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.
    

	 	  	
   

	 	_______Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that  person's spouse, on the date of purchase
      exceeds US $1,000,000. 

	 	  	
   

		_______Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	  	
   

		_______Category 4 	
      A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the Securities Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United States)
      or a business development company as defined in Section 2(a)(48) of such
      Act; a Small Business Investment Company licensed by the U.S. Small
      Business Administration under Section 301(c) or (d) of the Small
      Business Investment Act of 1958 (United States); a plan with total
      assets in excess of $5,000,000 established and maintained by a state, a
      political subdivision thereof, or an agency or instrumentality of a state
      or a political subdivision thereof, for the benefit of its employees; an
      employee benefit plan within the meaning of the Employee Retirement
      Income Security Act of 1974 (United States) whose investment decisions
      are made by a plan fiduciary, as defined in Section 3(21) of such Act,
      which is either a bank, savings and loan association, insurance company or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of 

	 	  	
   

			
      $5,000,000, or, if a self-directed plan, whose investment
      decisions are made solely by persons that are accredited investors.
  








		________Category 5 	A private business development company as
      defined in Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States). 
	 	  	
  

	 	________Category 6 	
      A director or executive officer of the Company.


	 	  	
  

		________Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 

	 	  	
  

		________Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.





		Note that for any of the Selling Shareholders claiming to
      satisfy one of the above categories of Accredited Investor may be required
      to supply the Company with a balance sheet, prior years' federal income
      tax returns or other appropriate documentation to verify and substantiate
      the Subscriber's status as an Accredited Investor. 
	 	  
		If the Selling Shareholder is an entity which initialed
      Category 8 in reliance upon the Accredited Investor categories above,
      state the name, address, total personal income from all sources for the
      previous calendar year, and the net worth (exclusive of home, home
      furnishings and personal automobiles) for each equity owner of the said
      entity: 
	 	  
	 	  


     2. none of the Pubco Shares have
been or will be registered under the U.S. Securities Act, or under any state
securities or “blue sky” laws of any state of the United States, and may not be
offered or sold in the United States or, directly or indirectly, to U.S.
Persons, as that term is defined in Regulation S, except in accordance with the
provisions of Regulation S or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and in
compliance with any applicable state and foreign securities laws;

     3. the Selling Shareholder
understands and agrees that offers and sales of any of the Pubco Shares shall be
made only in compliance with the registration provisions of the U.S. Securities
Act or an exemption therefrom and in each case only in accordance with
applicable state and foreign securities laws;

     4. the Selling Shareholder
understands and agrees not to engage in any hedging transactions involving any
of the Pubco Shares unless such transactions are in compliance with the
provisions of the U.S. Securities Act and in each case only in accordance with
applicable state and provincial securities laws;

     5. the Selling Shareholder is
acquiring the Pubco Shares for investment only and not with a view to resale or
distribution and, in particular, it has no intention to distribute either
directly or indirectly any of the Pubco Shares in the United States or to U.S.
Persons;

     6. Pubco has not undertaken, and
will have no obligation, to register any of the Pubco Shares under the U.S.
Securities Act;

     7. Pubco is entitled to rely on
the acknowledgements, agreements, representations and warranties and the
statements and answers of the Selling Shareholder contained in the Agreement and
this Certificate, and the Selling Shareholder will hold harmless Pubco from any
loss or damage either one may suffer as a result of any such acknowledgements,
agreements, representations and/or warranties made by the Selling Shareholder
not being true and correct;

     8. the undersigned has been
advised to consult their own respective legal, tax and other advisors with
respect to the merits and risks of an investment in the Pubco Shares and, with
respect to applicable resale restrictions, is solely responsible (and Pubco is not in any
way responsible) for compliance with applicable resale restrictions;




     9. the undersigned and the
undersigned’s advisor(s) have had a reasonable opportunity to ask questions of
and receive answers from Pubco in connection with the acquisition of the Pubco
Shares under the Agreement, and to obtain additional information, to the extent
possessed or obtainable by Pubco without unreasonable effort or expense;

     10. the books and records of
Pubco were available upon reasonable notice for inspection, subject to certain
confidentiality restrictions, by the undersigned during reasonable business
hours at its principal place of business and that all documents, records and
books in connection with the acquisition of the Pubco Shares under the Agreement
have been made available for inspection by the undersigned, the undersigned’s
attorney and/or advisor(s);

     11. the undersigned:

	 	(a) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the undersigned is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Pubco Shares;

	 	 	 	 
	 	(b) 	
      the undersigned is acquiring the Pubco Shares pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the undersigned is
      permitted to acquire the Pubco Shares under the applicable securities laws
      of the securities regulators in the International Jurisdiction without the
      need to rely on any exemptions;

	 	 	 	 
	 	(c) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require Pubco to make any filings or
      seek any approvals of any kind whatsoever from any securities regulator of
      any kind whatsoever in the International Jurisdiction in connection with
      the issue and sale or resale of the Pubco Shares; and

	 	 	 	 
	 	(d) 	
      the acquisition of the Pubco Shares by the undersigned
      does not trigger:

	 	 	 	 
	 		(i) 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 
	 		(ii) 	
      any continuous disclosure reporting obligation of Pubco
      in the International Jurisdiction; and

	 	 	 	 
	 		
      the undersigned will, if requested by Pubco, deliver to
      Pubco a certificate or opinion of local counsel from the International
      Jurisdiction which will confirm the matters referred to in Sections 11(c)
      and 11(d) above to the satisfaction of Pubco, acting
  reasonably;



     12. the undersigned (i) is able
to fend for itself in connection with the acquisition of the Pubco Shares; (ii)
has such knowledge and experience in business matters as to be capable of
evaluating the merits and risks of its prospective investment in the Pubco
Shares; and (iii) has the ability to bear the economic risks of its prospective
investment and can afford the complete loss of such investment;

     13. the undersigned is not aware
of any advertisement of any of the Pubco Shares and is not acquiring the Pubco
Shares as a result of any form of general solicitation or general advertising
including advertisements, articles, notices or other communications published in
any newspaper, magazine or similar media or broadcast over radio or television,
or any seminar or meeting whose attendees have been invited by general
solicitation or general advertising;




14. no person has made to the undersigned any written or oral
representations:

	 	(a) 	
      that any person will resell or repurchase any of the
      Pubco Shares;

	 	 	 
	 	(b) 	
      that any person will refund the purchase price of any of
      the Pubco Shares;

	 	 	 
	 	(c) 	
      as to the future price or value of any of the Pubco
      Shares; or

	 	 	 
	 	(d) 	
      that any of the Pubco Shares will be listed and posted
      for trading on any stock exchange or automated dealer quotation system or
      that application has been made to list and post any of the Pubco Shares on
      any stock exchange or automated dealer quotation system, except that
      currently certain market makers make market in the common shares of Pubco
      on the OTC Bulletin Board;



     15. none of the Pubco Shares are
listed on any stock exchange or automated dealer quotation system and no
representation has been made to the undersigned that any of the Pubco Shares
will become listed on any stock exchange or automated dealer quotation system,
except that currently certain market makers make market in the common shares of
Pubco on the OTC Bulletin Board;

     16. the undersigned is acquiring
the Pubco Shares as principal for their own account, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization
thereof, in whole or in part, and no other person has a direct or indirect
beneficial interest in the Pubco Shares; 

     17. neither the SEC nor any other
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Pubco Shares;

     18. the undersigned acknowledges
and agrees that Pubco shall refuse to register any transfer of Pubco Shares not
made in accordance with the provisions of Regulation S, pursuant to registration
under the U.S. Securities Act, or pursuant to an available exemption from
registration under the U.S. Securities Act;

     19. the undersigned understands
and agrees that the Pubco Shares will bear the following legend:

“NONE OF THE SECURITIES REPRESENTED
HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S.
PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

     20. the address of the
undersigned included herein is the sole address of the undersigned as of the
date of this certificate.

IN WITNESS WHEREOF, I have executed this Certificate of U.S.
Shareholder.

	 	 	Date:	 	 , 2010.  
	Signature 	 	  
	 	 	 







	Print Name 	 
	 	 
	 	 
	Title (if applicable) 	 
	 	 
	 	 
	Address 	 
	 	 







	SCHEDULE 3 
	TO THE SHARE EXCHANGE AGREEMENT 
	AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD
      LIMITED AND THE SELLING 
	SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
    


NATIONAL INSTRUMENT 45-106 INVESTOR QUESTIONNAIRE

The purpose of this Questionnaire is to assure Pubco that the
Selling Shareholders will meet certain requirements for the registration and
prospectus exemptions provided for under National Instrument 45-106 (“NI
45-106”), as adopted by certain Provincial Securities Commissions in respect to
the issuance of the Pubco Shares pursuant to the Transaction. Pubco will rely on
the information contained in this Questionnaire for the purposes of such
determination.

The undersigned Selling Shareholder covenants, represents and
warrants to Pubco that:

	 	1. 	
      the Selling Shareholder is (check one or more of the
      following boxes):




		(a) 	a director, executive officer, employee or
      control person of Pubco or an affiliate of Pubco 	[ ] 
	 	  	  	  
		(b) 	a spouse, parent, grandparent, brother, sister
      or child of a director, executive officer or control person of Pubco or an
      affiliate of Pubco 	[ ] 
	 	  	  	  
		(c) 	a parent, grandparent, brother, sister or child
      of the spouse of a director, executive officer or control person of Pubco
      or an affiliate of Pubco 	[ ] 
	 	  	  	  
		(d) 	a close personal friend of a director,
      executive officer or control person of Pubco or an affiliate of Pubco 	[ ] 
	 	  	  	  
		(e) 	a close business associate of a director,
      executive officer or control person of Pubco or an affiliate of Pubco 	[ ] 
	 	  	  	  
		(f) 	a founder of Pubco or a spouse, parent,
      grandparent, brother, sister, child, close personal friend or close
      business associate of a founder of Pubco 	[ ] 
	 	  	  	  
		(g) 	a parent, grandparent, brother, sister or child
      of the spouse of a founder of Pubco 	[ ] 
	 	  	  	  
		(h) 	a company, partnership or other entity which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons or companies as described in paragraphs (a)
      to (g) above 	[ ] 
	 	  	  	  
		(i) 	purchasing the Pubco Shares as principal with
      an aggregate value of more than CDN$150,000 	[ ] 
	 	  	  	  
	 	(j) 	an accredited investor 	[ ] 



	 	2. 	
      if the Selling Shareholder has checked one or more of
      boxes b, c, d, e, f, g or h in section 1 above, the director(s), executive
      officer(s), control person(s) or founder(s) of Pubco with whom the Selling
      Shareholder has the relationship is:

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 		
      (Instructions to Selling Shareholder: fill in the name
      of each director, executive officer, founder and control person which you
      have the above-mentioned relationship with. If you have checked box h,
      also indicate which of a to g describes the security holders or
      directors which qualify you as box h and provide the names of
      those individuals. Please attach a separate page if
  necessary).









	 	3. 	
      If the Subscriber has ticked box j in section 1 above,
      the Selling Shareholder acknowledges and agrees that Pubco shall not
      consider the Selling Shareholder’s request for Pubco Shares for acceptance
      unless the undersigned provides to Pubco:

	 	 	 	 
	 		(i) 	
      the information required in sections 4 and 5;
  and

	 	 	 	 
	 		(ii) 	
      such other supporting documentation that Pubco or its
      legal counsel may request to establish the Selling Shareholder’s
      qualification as an Accredited Investor;

	 	 	 	 
	 	4. 	
      the Selling Shareholder has such knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the Transaction and the Selling Shareholder is able to
      bear the economic risk of loss arising from such Transaction;

	 	 	 	 
	 	5. 	
      the Selling Shareholder satisfies one or more of the
      categories of “accredited investor” (as that term is defined in NI 45-106)
      indicated below (please check the appropriate
box):





	 	[ ] 	
      an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes, but
      net of any related liabilities, exceeds CDN$1,000,000;

	 	 	 
	 	[ ] 	
      an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two most recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded CDN$300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year;

	 	 	 
	 	[ ] 	
      an individual who, either alone or with a spouse, has net
      assets of at least CDN$5,000,000;

	 	 	 
	 	[ ] 	
      an entity, other than an individual or investment fund,
      that has net assets of at least CDN$5,000,000 as shown on its most
      recently prepared financial statements;

	 	 	 
	 	[ ] 	
      an entity registered under the securities legislation of
      a jurisdiction of Canada as an advisor or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act (Ontario) or the Securities Act (Newfoundland
      and Labrador), or any entity organized in a foreign jurisdiction that is
      analogous to any such person or entity; or

	 	 	 
	 	[ ] 	
      an entity in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons or companies that
      are accredited investors.



The Selling Shareholder acknowledges and agrees that the
Selling Shareholder may be required by Pubco to provide such additional
documentation as may be reasonably required by Pubco and its legal counsel in
determining the Selling Shareholder’s eligibility to acquire the Pubco Shares
under relevant securities legislation.

     IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the ____ day of ___________,
2010.


	 	 	Date:	 	 , 2010.  
	Signature 	 	  










	Print Name 	 
	 	 
	 	 
	Title (if applicable) 	 
	 	 
	 	 
	Address 	 
	 	 







	SCHEDULE 4 
	TO THE SHARE EXCHANGE AGREEMENT 
	AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD
      LIMITED AND THE SELLING 
	SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
    


DIRECTORS AND OFFICERS OF PRIVECO 

Directors:
Sang Keun Suk, Steve

Kyu Tae Chung, Eric

Outgoing Directors:

Sung Min Suk, Isabel
(resignation effective on closing)

Myung Joon Jung, Jacob (resignation effective on closing)

Officers:

Name                                                                  
Office
Sang Keun Suk,
Steve                                      President





	SCHEDULE 5 
	TO THE SHARE EXCHANGE AGREEMENT 
	AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD
      LIMITED AND THE SELLING 
	SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
    
	  
	DIRECTORS AND OFFICERS OF PUBCO




	Directors: 
	Mitsuo Kojima 
	 



	Officers: 	  
	Name 	Office 
	Mitsuo Kojima 	President and Chief Executive Officer 
	Raymond Cattropa 	Chief Financial Officer and Secretary
      (appointment effective on Closing) 







	SCHEDULE 6 
	TO THE SHARE EXCHANGE AGREEMENT 
	AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD
      LIMITED AND THE SELLING 
	SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
    
	  
	PRIVECO LEASES, SUBLEASES, CLAIMS, CAPITAL
      EXPENDITURES, 
	TAXES AND OTHER PROPERTY INTERESTS 
	  
	  
	[SEE ATTACHED] 







	SCHEDULE 7 
	TO THE SHARE EXCHANGE AGREEMENT 
	AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD
      LIMITED AND THE SELLING 
	SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
    
	  
	PRIVECO INTELLECTUAL PROPERTY 
	  
	  
	[SEE ATTACHED] 












	
SCHEDULE 8
	
	
TO THE SHARE EXCHANGE AGREEMENT
	
	
AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD LIMITED. AND THE SELLING
	
	
SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
	
	 

	
	
PRIVECO MATERIAL CONTRACTS
	
	 

	
	 

	
	
[SEE ATTACHED]
	















	
SCHEDULE 9
	
	
TO THE SHARE EXCHANGE AGREEMENT
	
	
AMONG HORIYOSHI WORLDWIDE INC., HORIYOSHI THE THIRD LIMITED AND THE SELLING
	
	
SHAREHOLDERS AS SET OUT IN THE SHARE EXCHANGE AGREEMENT
	
	 

	
	
PRIVECO EMPLOYMENT AGREEMENTS AND ARRANGEMENTS
	
	 

	
	 

	
	
[SEE ATTACHED]