Exhibit 10.1



 





Exhibit 10.1




STOCK PURCHASE AGREEMENT




     THIS AGREEMENT (this “Agreement”), entered into as of the 17th day of October,
2005, is made by and between John D. Swain, Fred Holcapek, EH&P Investments AG, Ph Holding
Group, Ma Cheng Ji, Zhou Wei, Zeng Xiu Lan, Gu Xiao Dong, Jacksonville Management Ltd., Colin
Wilson, and Alliance Capital Management, Inc. (collectively, the “Shareholders”), Sun Oil
& Gas, Inc. (“SUNO”), China U.S. Bridge Capital, Ltd. (“China U.S.”) and Hanzhong Fang (“Fang”)
(together, China U.S. and Fang are referred to herein as the “Buyer”).



     Whereas, The Shareholders desire to sell to the Buyer and the Buyer wishes to
purchase and acquire from the Shareholders all of the Shareholders’ shares of SUNO’s shares of
capital stock, representing 74.3% of the capital stock of SUNO, pursuant to the terms and
conditions of this Agreement.



     Now, Therefore, in consideration of the representations, warranties and agreements
set forth herein, the parties hereto hereby agree as follows:



ARTICLE 1

DEFINITIONS AND INTERPRETATION





	1.1	 	Definitions. In this Agreement the following terms will have the following meanings:






	 	(a)	 	“Agreement” means this Stock Purchase Agreement;
	 
	 	(b)	 	“Closing” means the completion, on the date hereof, of the transactions
contemplated hereby in accordance with Article 7 hereof;
	 
	 	(c)	 	“Place of Closing” means the offices of Harter, Secrest & Emery LLP, or such
other place as the Buyer and SUNO may mutually agree upon;
	 
	 	(d)	 	“SUNO Accounts Payable and Liabilities” means all accounts payable and
liabilities of SUNO, on a consolidated basis, due and owing or otherwise constituting a
binding obligation of SUNO and its subsidiaries (other than an SUNO Material Contract)
as of October 17, 2005, as set forth is Schedule “A” hereto;
	 
	 	(e)	 	“SUNO Accounts Receivable” means all accounts receivable and other debts owing
to SUNO, on a consolidated basis, as of October 17, 2005, as set forth in Schedule “B”
hereto;
	 
	 	(f)	 	“SUNO Assets” means the undertaking and all the property and assets of the SUNO
Business of every kind and description wheresoever situated including, without
limitation, SUNO Equipment, SUNO Inventory, SUNO Material Contracts, SUNO Accounts
Receivable, SUNO Cash, SUNO Intangible Assets and SUNO Goodwill, and all credit cards,
charge cards and banking cards issued to SUNO;
	 
	 	(g)	 	“SUNO Bank Accounts” means all of the bank accounts, lock boxes and safety
deposit boxes of SUNO and its subsidiaries or relating to the SUNO Business as set
forth in Schedule “C” hereto;
	 
	 	(h)	 	“SUNO Business” means all aspects of any business conducted by SUNO and its





 









 










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				subsidiaries;
				 
	 	(i)	 	“SUNO Cash” means all cash on hand or on deposit to the credit of SUNO and its
subsidiaries on the date hereof;
	 
	 	(j)	 	“SUNO Common Shares” means the shares of common stock in the capital of SUNO;
	 
	 	(k)	 	“SUNO Preferred Shares” means the shares of preferred stock in the capital of
SUNO
	 
	 	(l)	 	“SUNO Debt to Related Parties” means the debts owed by SUNO and its
subsidiaries to any affiliate, director or officer of SUNO as described in Schedule “D”
hereto;
	 
	 	(m)	 	“SUNO Equipment” means all machinery, equipment, furniture, and furnishings
used in the SUNO Business, including, without limitation, the items more particularly
described in Schedule “E” hereto;
	 
	 	(n)	 	“SUNO Financial Statements” means, collectively, the audited consolidated
financial statements of SUNO for the fiscal year ended January 31, 2005, and the
unaudited consolidated financial statements of SUNO for the six month period ended July
31, 2005, true copies of which are attached as Schedule “F” hereto;
	 
	 	(o)	 	“SUNO Goodwill” means the goodwill of the SUNO Business including the right to
all corporate, operating and trade names associated with the SUNO Business, or any
variations of such names as part of or in connection with the SUNO Business, all books
and records and other information relating to the SUNO Business, all necessary licenses
and authorizations and any other rights used in connection with the SUNO Business;
	 
	 	(p)	 	“SUNO Insurance Policies” means the public liability insurance and insurance
against loss or damage to the SUNO Assets and the SUNO Business as described in
Schedule “G” hereto;
	 
	 	(q)	 	“SUNO Intangible Assets” means all of the intangible assets of SUNO and its
subsidiaries, including, without limitation, SUNO Goodwill, all trademarks, logos,
copyrights, designs, and other intellectual and industrial property of SUNO and its
subsidiaries;
	 
	 	(r)	 	“SUNO Inventory” means all inventory and supplies of the SUNO Business as of
October 17, 2005, as set forth in Schedule “H” hereto;
	 
	 	(s)	 	“SUNO Material Contracts” means the burden and benefit of and the right, title
and interest of SUNO and its subsidiaries in, to and under all trade and non-trade
contracts, engagements or commitments, whether written or oral, to which SUNO or its
subsidiaries are entitled whereunder SUNO or its subsidiaries are obligated to pay or
entitled to receive the sum of $750 or more including, without limitation, any pension
plans, profit sharing plans, bonus plans, loan agreements, security agreements,
indemnities and guarantees, any agreements with employees, lessees, licensees,
managers, accountants, suppliers, agents, distributors, officers, directors, attorneys
or others which cannot be terminated without liability on not more than one month’s
notice, and those contracts listed in Schedule “I” hereto; and




 









 










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	 	(t)	 	“Shares” shall mean the SUNO Common Shares to be sold to Buyer by SUNO
hereunder.





     Any other terms defined within the text of this Agreement will have the meanings so ascribed
to them.


1.2 Captions and Section Numbers. The headings and section references in this Agreement are for
convenience of reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.



1.3 Section References and Schedules. Any reference to a particular “Article”, “section”,
“paragraph”, “clause” or other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will mean the appropriate
Schedule attached to this Agreement and by such reference the appropriate Schedule is incorporated
into and made part of this Agreement.



1.4 Severability of Clauses. If any part of this Agreement is declared or held to be invalid for
any reason, such invalidity will not affect the validity of the remainder which will continue in
full force and effect and be construed as if this Agreement had been executed without the invalid
portion, and it is hereby declared the intention of the parties that this Agreement would have been
executed without reference to any portion which may, for any reason, be hereafter declared or held
to be invalid.




ARTICLE 2

PURCHASE AND SALE



2.1 Issuance of the Shares. Subject to all of the terms and conditions of this Agreement, the
Shareholders do hereby sell, assign, transfer and convey to the Buyer, and the Buyer does hereby
purchase and accept from the Shareholders, all of the Shares as set forth on Exhibit A,
free and clear of all encumbrances, liens, charges and claims, which Shares represent 74.3% of the
capital stock of SUNO.



2.2 Purchase Price; Payment. The purchase price for the Shares is Six Hundred Thousand Dollars
($600,000) (the “Purchase Price”) and shall be paid by wire transfer $600,000 of immediately
available funds or bank or certified check in accordance with Exhibit A.




ARTICLE 3

SELLERS’ REPRESENTATIONS AND WARRANTIES



3.1 Representations and Warranties. The Shareholders and SUNO jointly and severally make the
representations and warranties set forth below and intend and acknowledge that the Buyer will rely
thereon in entering into this Agreement and in approving and completing the transactions
contemplated hereby. Any schedules described in or contemplated by such representations and
warranties shall be prepared both as of the date of this Agreement and as of the date of the
Closing.




The Sellers





	 	(a)	 	Power and Capacity. Each Shareholder has the power, authority and
capacity to enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement constitutes each Shareholders’s valid, legal and binding
obligation and is enforceable against such Shareholder in accordance with its terms,
subject, however, as to enforcement, to bankruptcy, insolvency, fraudulent




 









 











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transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights;



SUNO — Corporate Status and Capacity





	 	(b)	 	Incorporation. SUNO is a corporation duly incorporated and validly
subsisting under the laws of the State of Nevada, and is in good standing with the
office of the Secretary of State for the State of Nevada;
	 
	 	(c)	 	Carrying on Business. SUNO does not currently conduct any business
activity. SUNO is not required SUNO to register or otherwise be qualified to carry on
business in any foreign jurisdiction;
	 
	 	(d)	 	Corporate Capacity. SUNO has the corporate power, capacity and
authority to own the SUNO Assets;
	 
	 	(e)	 	Reporting Status; Listing. SUNO is required to file current reports
with the Securities and Exchange Commission pursuant to section 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and SUNO’s Common Shares are
quoted on the National Association of Securities Dealers, Inc.’s Over-the-Counter
Bulletin Board System (the “OTC Bulletin Board”). SUNO has filed all reports required
to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d)
thereof, for the five years preceding the date hereof (or such shorter period as the
SUNO was required by law to file such material) (the foregoing materials being
collectively referred to herein as the “SEC Documents”) and is current with respect to
its Exchange Act filing requirements. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the Securities Act of 1933,
as amended (the “Securities Act”) and the Exchange Act and the rules and regulations of
the Commission promulgated thereunder, and none of the SEC Documents, when filed,
contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statement therein, in
light of the circumstances under which they were made, not misleading. All material
agreements to which SUNO is a party or to which the property or assets of SUNO are
subject have been appropriately filed as exhibits to the SEC Documents as and to the
extent required under the Exchange Act. The financial statements of SUNO included in
the SEC Documents comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in
effect at the time of filing, were prepared in accordance with GAAP applied on a
consistent basis during the periods involved (except as may be indicated in the notes
thereto, or, in the case of unaudited statements, as permitted by Form 10-Q of the
Commission), and fairly present in all material respects (subject in the case of
unaudited statements, to normal, recurring audit adjustments) the financial position of
SUNO as at the dates thereof and the results of its operations and cash flows for the
periods then ended. SUNO is not aware of any facts which would make SUNO’s Common
Stock ineligible for quotation on the OTC Bulletin Board;





SUNO — Capitalization





	 	(f)	 	Authorized Capital. The authorized capital of SUNO consists of: (i)
200,000,000 SUNO Common Shares, $0.001 par value, of which 32,264,046 SUNO Common
Shares are presently issued and outstanding.




 









 











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	 	(g)	 	No Option. No person, firm or corporation has any agreement, warrant or
option or any right capable of becoming an agreement or option for the acquisition
of SUNO Common Shares or SUNO Preferred Shares or for the purchase, subscription or
issuance of any other securities of SUNO;





SUNO — Records and Financial Statements





	 	(h)	 	Charter Documents. The charter documents of SUNO have not been altered
since its incorporation, except as filed in the record books of SUNO;
	 
	 	(i)	 	Corporate Minute Books. The corporate minute books of SUNO and its
subsidiaries are complete and each of the minutes contained therein accurately reflect
the actions that were taken at a duly called and held meeting or by consent without a
meeting. All actions by SUNO and its subsidiaries which required director or
shareholder approval are reflected on the corporate minute books of SUNO and its
subsidiaries. SUNO and its subsidiaries are not in violation or breach of, or in
default with respect to, any term of their respective Certificates of Incorporation (or
other charter documents) or by-laws.
	 
	 	(j)	 	SUNO Financial Statements. The SUNO Financial Statements present
fairly, in all material respects, the assets and liabilities (whether accrued,
absolute, contingent or otherwise) of SUNO, on a consolidated basis, as of the
respective dates thereof, and the sales and earnings of the SUNO Business during the
periods covered thereby, in all material respects and have been prepared in substantial
accordance with generally accepted accounting principles consistently applied;
	 
	 	(k)	 	SUNO Accounts Payable and Liabilities. There are no liabilities,
contingent or otherwise, of SUNO or its subsidiaries which are not disclosed in
Schedule “A” hereto or reflected in the SUNO Financial Statements and neither SUNO nor
its subsidiaries have guaranteed or agreed to guarantee any debt, liability or other
obligation of any person, firm or corporation. Without limiting the generality of the
foregoing, all accounts payable and liabilities of SUNO and its subsidiaries as of
October 17, 2005 are described in Schedule “A” hereto;
	 
	 	(l)	 	SUNO Accounts Receivable. All the SUNO Accounts Receivable result from
bona fide business transactions and services actually rendered without, to the
knowledge and belief of SUNO, any claim by the obligor for set-off or counterclaim;
	 
	 	(m)	 	SUNO Bank Accounts. All of the SUNO Bank Accounts, their location,
numbers and the authorized signatories thereto are as set forth in Schedule “C” hereto;
	 
	 	(n)	 	No Debt to Related Parties. Except as disclosed in Schedule “D” hereto,
neither SUNO nor its subsidiaries are, and on Closing will not be, indebted to any
affiliate, director or officer of SUNO;
	 
	 	(o)	 	No Related Party Debt to SUNO. No director or officer or affiliate of
SUNO is now indebted to or under any financial obligation to SUNO or its subsidiaries
on any account whatsoever;
	 
	 	(p)	 	No Dividends. No dividends or other distributions on any shares in the
capital of SUNO have been made, declared or authorized since the date of SUNO Financial
Statements;
	 
	 	(q)	 	No Payments. No payments of any kind have been made or authorized since
the




 









 











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date of the SUNO Financial Statements to or on behalf of officers, directors,
shareholders or employees of SUNO or its subsidiaries or under any management
agreements with SUNO or its subsidiaries, except payments made in the ordinary
course of business and at the regular rates of salary or other remuneration payable
to them;




	 	(r)	 	No Pension Plans. There are no pension, profit sharing, group insurance
or similar plans or other deferred compensation plans affecting SUNO or its
subsidiaries;
	 
	 	(s)	 	No Adverse Events. Since the date of the SUNO Financial Statements






	 	(i)	 	there has not been any adverse change in the financial position
or condition of SUNO, its subsidiaries, its liabilities or the SUNO Assets or
any damage, loss or other change in circumstances affecting SUNO, the SUNO
Business or the SUNO Assets or SUNO’s right to carry on the SUNO Business,
other than changes in the ordinary course of business,
	 
	 	(ii)	 	there has not been any damage, destruction, loss or other event
(whether or not covered by insurance) adversely affecting SUNO, its
subsidiaries, the SUNO Business or the SUNO Assets,
	 
	 	(iii)	 	there has not been any increase in the compensation payable or
to become payable by SUNO to any of SUNO’s officers, employees or agents or any
bonus, payment or arrangement made to or with any of them,
	 
	 	(iv)	 	the SUNO Business has been and continues to be carried on in
the ordinary course,
	 
	 	(v)	 	SUNO has not waived or surrendered any right of material value,
	 
	 	(vi)	 	Neither SUNO nor its subsidiaries have discharged or satisfied
or paid any lien or encumbrance or obligation or liability other than current
liabilities in the ordinary course of business, and
	 
	 	(vii)	 	no capital expenditures in excess of $750 individually or
$2,000 in total have been authorized or made.





SUNO — Income Tax Matters





	 	(t)	 	Tax Returns. All tax returns and reports of SUNO and its subsidiaries
required by law to be filed have been filed and are true, complete and correct, and any
taxes payable in accordance with any return filed by SUNO and its subsidiaries or in
accordance with any notice of assessment or reassessment issued by any taxing authority
have been so paid;
	 
	 	(u)	 	Current Taxes. Adequate provisions have been made for taxes payable for
the current period for which tax returns are not yet required to be filed and there are
no agreements, waivers, or other arrangements providing for an extension of time with
respect to the filing of any tax return by, or payment of, any tax, governmental charge
or deficiency by SUNO or its subsidiaries. There are no contingent tax liabilities or
any grounds which would prompt a reassessment including aggressive treatment of income
and expenses in filing earlier tax returns;




 









 











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SUNO — Applicable Laws and Legal Matters





	 	(v)	 	Licenses. SUNO and its subsidiaries hold all licenses and permits as
may be requisite for carrying on the SUNO Business in the manner in which it has
heretofore been carried on, which licenses and permits have been maintained and
continue to be in good standing except where the failure to obtain or maintain such
licenses or permits would not have an adverse effect on the SUNO Business;
	 
	 	(w)	 	Applicable Laws. Neither SUNO nor its subsidiaries have been charged
with or received notice of breach of any laws, ordinances, statutes, regulations,
by-laws, orders or decrees to which they are subject or which apply to them the
violation of which would have an adverse effect on the SUNO Business (greater than
$750), and to SUNO’s knowledge, neither SUNO nor its subsidiaries are in breach of any
laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of
which would result in an adverse impact on the SUNO Business;
	 
	 	(x)	 	Pending or Threatened Litigation. There is no litigation or
administrative or governmental proceeding pending or threatened against or relating to
SUNO, its subsidiaries, the SUNO Business, or any of the SUNO Assets nor does SUNO have
any knowledge after due investigation of any deliberate act or omission of SUNO or its
subsidiaries that would form any basis for any such action or proceeding;
	 
	 	(y)	 	No Bankruptcy. Neither SUNO nor its subsidiaries have made any
voluntary assignment or proposal under applicable laws relating to insolvency and
bankruptcy and no bankruptcy petition has been filed or presented against SUNO or its
subsidiaries and no order has been made or a resolution passed for the winding-up,
dissolution or liquidation of SUNO or its subsidiaries;
	 
	 	(z)	 	Labor Matters. Neither SUNO nor its subsidiaries are party to any
collective agreement relating to the SUNO Business with any labor union or other
association of employees and no part of the SUNO Business has been certified as a unit
appropriate for collective bargaining or, to the best knowledge of SUNO, has made any
attempt in that regard;
	 
	 	(aa)	 	Finder’s Fees. Neither SUNO nor its subsidiaries are party to any
agreement which provides for the payment of finder’s fees, brokerage fees, commissions
or other fees or amounts which are or may become payable to any third party in
connection with the execution and delivery of this Agreement and the transactions
contemplated herein;





Execution and Performance of Agreement





	 	(bb)	 	Authorization and Enforceability. The completion of the transactions
contemplated hereby, have been duly and validly authorized by all necessary corporate
action on the part of SUNO;
	 
	 	(cc)	 	No Violation or Breach. The execution and performance of this Agreement
will not:






	 	(i)	 	violate the charter documents of SUNO or result in any breach
of, or default under, any loan agreement, mortgage, deed of trust, or any other
agreement to which SUNO or its subsidiaries are party,
	 
	 	(ii)	 	give any person any right to terminate or cancel any agreement
including,




 









 











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without limitation, the SUNO Material Contracts, or any right or rights
enjoyed by SUNO or its subsidiaries,




	 	(iii)	 	result in any alteration of SUNO’s or its subsidiaries’
obligations under any agreement to which SUNO or its subsidiaries are party
including, without limitation, the SUNO Material Contracts,
	 
	 	(iv)	 	result in the creation or imposition of any lien, encumbrance
or restriction of any nature whatsoever in favor of a third party upon or
against the SUNO Assets,
	 
	 	(v)	 	result in the imposition of any tax liability to SUNO or its
subsidiaries relating to the SUNO Assets, or
	 
	 	(vi)	 	violate any court order or decree to which either SUNO or its
subsidiaries are subject;





SUNO Assets — Ownership and Condition





	 	(dd)	 	Business Assets. The SUNO Assets comprise all of the property and
assets of the SUNO Business, and no other person, firm or corporation owns any assets
used by SUNO in operating the SUNO Business, whether under a lease, rental agreement or
other arrangement, other than as disclosed in Schedules “E” or “H” hereto;
	 
	 	(ee)	 	Title. SUNO is the legal and beneficial owner of the SUNO Assets, free
and clear of all mortgages, liens, charges, pledges, security interests, encumbrances
or other claims whatsoever, save and except as disclosed in Schedules “E” or “H”
hereto;
	 
	 	(ff)	 	No Option. No person, firm or corporation has any agreement or option
or a right capable of becoming an agreement for the purchase of any of the SUNO Assets;
	 
	 	(gg)	 	SUNO Insurance Policies. SUNO and its subsidiaries maintain the public
liability insurance and insurance against loss or damage to the SUNO Assets and the
SUNO Business as described in Schedule “G” hereto;
	 
	 	(hh)	 	SUNO Material Contracts. The SUNO Material Contracts listed in Schedule
“I” constitute all of the material contracts of SUNO and its subsidiaries;
	 
	 	(ii)	 	No Default. There has not been any default in any obligation of SUNO or
any other party to be performed under any of the SUNO Material Contracts, each of which
is in good standing and in full force and effect and unamended (except as disclosed in
Schedule “I” hereto), and SUNO is not aware of any default in the obligations of any
other party to any of the SUNO Material Contracts;
	 
	 	(jj)	 	No Compensation on Termination. There are no agreements, commitments or
understandings relating to severance pay or separation allowances on termination of
employment of any employee of SUNO or its subsidiaries. Neither SUNO nor its
subsidiaries are obliged to pay benefits or share profits with any employee after
termination of employment except as required by law;





SUNO Assets — SUNO Equipment





	 	(kk)	 	SUNO Equipment. The SUNO Equipment has been maintained in a manner
consistent with that of a reasonably prudent owner and such equipment is in good




 









 










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working condition;



SUNO Assets — SUNO Goodwill and Other Assets





	 	(ll)	 	SUNO Goodwill. SUNO and its subsidiaries do not carry on the SUNO
Business under any other business or trade names. SUNO does not have any knowledge of
any infringement by SUNO or its subsidiaries of any patent, trademarks, copyright or
trade secret;





SUNO Business





	 	(mm)	 	Maintenance of Business. Since the date of the SUNO Financial
Statements, SUNO and its subsidiaries have not entered into any agreement or commitment
except in the ordinary course and except as disclosed herein;
	 
	 	(nn)	 	Subsidiaries. SUNO does not own any subsidiaries and does not otherwise
own, directly or indirectly, any shares or interest in any other corporation,
partnership, joint venture or firm; and





SUNO — Shares





	 	(oo)	 	Shares. The Shares when delivered to the Buyer shall be validly issued
and outstanding as fully paid and non-assessable shares and the Shares shall be
transferable upon the books of SUNO, in all cases subject to the provisions and
restrictions of all applicable securities laws.




3.2 Survival. The representations and warranties herein will be true at and as of the
date hereof in all material respects. Notwithstanding the completion of the transactions
contemplated hereby, the waiver of any condition contained herein (unless such waiver expressly
releases a party from any such representation or warranty) or any investigation made by the Buyer,
the representations and warranties made herein shall survive the Closing and be effective for a
period of thirty-six months (36) months from the date hereof.



3.3 Indemnity. The Shareholders agree to jointly and severally indemnify and save harmless the
Buyer from and against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in good faith in
settlement of any claim (subject to the right of the Shareholders to defend any such claim),
resulting from the breach by them of any representation or warranty made under this Agreement or
from any misrepresentation in or omission from any certificate or other instrument furnished or to
be furnished by SUNO to the Buyer hereunder.




ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE BUYER



4.1 Representations and Warranties. The parties constituting the Buyer jointly and severally make
the representations and warranties set forth below and intend and acknowledge that SUNO and the
Shareholders will rely thereon in entering into this Agreement and in approving and completing the
transactions contemplated hereby. Any schedules described in or contemplated by such
representations and warranties shall be prepared both as of the date of this Agreement and as of
the date of the Closing.





	 	(a)	 	Power and Capacity. Each party constituting the Buyer has the power,
authority and capacity to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement constitutes each party constituting the Buyer’s
valid, legal and binding obligation and is enforceable against it in




 









 











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accordance with its terms, subject, however, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general principles
of equity, regardless of whether such enforceability is considered in equity or at
law;




	 	(b)	 	No Conflict. Neither the execution and delivery of this Agreement by
either party constituting the Buyer, nor compliance with any of the provisions hereof,
nor the consummation of the transactions contemplated hereby, will: (a) result in a
default, or give rise to any right of termination, cancellation or acceleration, under
any term, condition or provision of any contract or other instrument or obligation to
which either party constituting the Buyer is a party or by which its assets may be
bound; or (b) violate any order, writ, injunction or decree applicable to either party
constituting the Buyer, or any of its properties or assets.
	 
	 	(c)	 	Legal Proceedings, Etc. There is no legal, equitable, administrative or
arbitration action, suit, proceeding or known investigation pending or threatened
against or affecting either party constituting the Buyer. There is no judgment,
decree, injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator outstanding against either party constituting the
Buyer and there is no basis for any action, suit, proceeding or investigation against
Buyer.




4.2
Survival. The representations and warranties of the Buyer contained herein will be
true at and as of Closing in all material respects as though such representations and warranties
were made as of such time. Notwithstanding the completion of the transactions contemplated hereby,
the waiver of any condition contained herein (unless such waiver expressly releases a party from
any such representation or warranty) or any investigation made by the Sellers, the representations
and warranties of the Buyer made herein shall survive the Closing and be effective for a period of
thirty-six (36) months from the date hereof.



4.3 Indemnity. The Buyer agrees to indemnify and save harmless SUNO from and against any and all
claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and
expenses, including any payment made in good faith in settlement of any claim (subject to the right
of the Buyer to defend any such claim), resulting from the breach by any of them of any
representation or warranty of such party made under this Agreement or from any misrepresentation in
or omission from any certificate or other instrument furnished or to be furnished by the Buyer to
the Sellers hereunder.




ARTICLE 5

FURTHER COVENANTS



5.1 Legend. The Buyer agrees to the imprinting of the following legend on any certificates
representing the Shares:





“THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES ARE “RESTRICTED SECURITIES” WITHIN THE MEANING



 









 





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OF RULE 144(3) OF THE SECURITIES ACT AND MAY NOT BE RESOLD PUBLICLY UNDER RULE 144 UNTIL
CERTAIN HOLDING PERIOD REQUIREMENTS ARE MET.”


5.2 Expenses of the Parties. Except as otherwise expressly provided in this Agreement, all
expenses incurred by SUNO and the Shareholders in the preparation, negotiation, authorization and
consummation of this Agreement and the transactions contemplated hereby, including all fees and
expenses of agents, representatives, counsel and accountants, shall be borne solely by the
Shareholders, and neither the Buyer nor SUNO shall have any responsibility with respect thereto.



5.3 Further Assurances. Each party shall cooperate with the other, take such further action and
execute and deliver such further documents as may be reasonably requested by any other party in
order to carry out the terms and purposes of this Agreement.




ARTICLE 6

CONDITIONS PRECEDENT



6.1 Conditions Precedent in favor of SUNO and the Shareholders. The obligations of SUNO and the
Shareholders to carry out the transactions contemplated hereby are subject to the fulfillment of
each of the following conditions precedent on or before the Closing:





	 	(a)	 	all documents or copies of documents required to be executed and delivered to
SUNO hereunder will have been so executed and delivered;
	 
	 	(b)	 	all of the terms, covenants and conditions of this Agreement to be complied
with or performed by the Buyer at or prior to the Closing will have been complied with
or performed; and
	 
	 	(c)	 	the transactions contemplated hereby shall have been approved by all other
regulatory authorities having jurisdiction over the subject matter hereof, if any.




6.2 Waiver by SUNO and the Shareholders. The conditions precedent set out in the preceding section
are inserted for the exclusive benefit of SUNO and the Shareholders and any such condition may be
waived in whole or in part by SUNO or the Shareholders at or prior to Closing by delivering to the
Buyer a written waiver to that effect signed by SUNO or the Shareholders, as the case may be. In
the event that the conditions precedent set out in the preceding section are not satisfied on or
before the Closing, the Shareholders shall be released from all obligations under this Agreement.



6.3 Conditions Precedent in Favor of the Buyer. The obligation of the Buyer to carry out the
transactions contemplated hereby is subject to the fulfillment of each of the following conditions
precedent on or before the Closing:





	 	(a)	 	all documents or copies of documents required to be executed and delivered to
the SUNO or the Shareholders hereunder will have been so executed and delivered;
	 
	 	(b)	 	SUNO, its officers and directors and each Shareholder shall be current in their
respective filing obligations with the Securities and Exchange Commission (it being
understood that Schedule 13Ds and Forms 3 and 4 may be required to be filed by such
parties, as applicable);
	 
	 	(c)	 	all of the terms, covenants and conditions of this Agreement to be complied
with or performed by the Shareholders or SUNO at or prior to the Closing will have been
complied with or performed;




 









 











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	 	(d)	 	SUNO will have delivered the Shares, duly and validly issued, to the Buyer at
the Closing;
	 
	 	(e)	 	title to the Shares will be free and clear of all mortgages, liens, charges,
pledges, security interests, encumbrances or other claims whatsoever;
	 
	 	(h)	 	the transactions contemplated hereby shall have been approved by all other
regulatory authorities having jurisdiction over the subject matter hereof, if any;
	 
	 	(i)	 	the completion of the transfer of all assets and liabilities of SUNO on or
prior to the Closing will have been completed to the satisfaction of the Buyer, which
transfer shall reflected in the schedules provided to the Buyer as of the date of the
Closing; and
	 
	 	(j)	 	The Buyer shall have received from SUNO’s counsel a legal opinion in form and
substance satisfactory to SUNO.




6.4 Waiver by the Buyer. The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of the Buyer and any such condition may be waived in whole or in part by the
Buyer at or prior to the Closing by delivering to SUNO and Shareholders a written waiver to that
effect signed by the Buyer. In the event that the conditions precedent set out in the preceding
section are not satisfied on or before the Closing the Buyer shall be released from all obligations
under this Agreement.



6.5
Confidentiality. Notwithstanding any provision herein to the contrary, the parties hereto agree
that the existence and terms of this Agreement are confidential and that if this Agreement is
terminated pursuant to the preceding section the parties agree to return to one another any and all
financial, technical and business documents delivered to the other party or parties in connection
with the negotiation and execution of this Agreement and shall keep the terms of this Agreement and
all information and documents received from the other party and the contents thereof confidential
and not utilize nor reveal or release same, provided, however, that SUNO will be required to issue
news releases regarding the execution and consummation of this Agreement and file a Current Report
on Form 8-K with the Securities and Exchange Commission respecting the proposed transaction
contemplated hereby together with such other documents as are required to maintain SUNO’s status as
being current in all of its filings with the Securities and Exchange Commission, subject to the
review and approval of the Buyer of any and all copy and/or documents drafted by SUNO.




ARTICLE 7

CLOSING



7.1 Closing. The sale of the Shares and the other transactions contemplated by this Agreement will
be closed at the Place of Closing in accordance with the closing procedure set out in this Article.



7.2 Closing Deliveries of the Buyer. On or before the Closing, the Buyer will deliver or cause to
be delivered to the Sellers:





	 	(a)	 	this Agreement, duly executed by the Buyer;
	 
	 	(b)	 	the Purchase Price
	 
	 	(c)	 	all reasonable consents or approvals required to be obtained by the Buyer for
the purposes of completing the transaction contemplated herein and preserving and




 









 











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maintaining the interests of the Buyer; and




	 	(d)	 	such other documents as SUNO may reasonably require to give effect to the terms
and intention of this Agreement.




7.3 Closing Deliveries of the Sellers. On or before the Closing, SUNO and the Shareholders shall
deliver or cause to be delivered to the Buyer:





	 	(a)	 	this Agreement, duly executed by the Sellers;
	 
	 	(b)	 	share certificates representing the Shares;
	 
	 	(c)	 	resignations of all of the officers of SUNO as of the date hereof;
	 
	 	(d)	 	updated schedules of SUNO and the Shareholders, dated as of the date of the
Closing;
	 
	 	(e)	 	a certified copy of a resolution of the directors of SUNO dated as of the date
hereof appointing the nominees of the Buyer as officers of the Buyer;
	 
	 	(f)	 	a resolution of the directors of SUNO appointing Zhenggang Wang to the board of
directors of SUNO as of the Closing and an undated resolution appointing the nominee of
the Buyer listed below in Article 8 to the board of directors of SUNO;
	 
	 	(g)	 	undated resignation Peter G. Wilson as a director of SUNO;
	 
	 	(h)	 	resignations of all directors other than Peter G. Wilson, if any, as directors
of SUNO dated as of the date hereof;
	 
	 	(i)	 	all reasonable consents or approvals required to be obtained by the Buyer for
the purposes of completing the transaction contemplated herein and preserving and
maintaining the interests of the Buyer;
	 
	 	(j)	 	the legal opinion of SUNO’s counsel referred to in Section 6.3(j); and
	 
	 	(k)	 	such other documents as the Buyer may reasonably require to give effect to the
terms and intention of this Agreement.





ARTICLE 8

POST-CLOSING MATTERS




     Forthwith after the Closing, the Buyer and the Shareholders agree to use all their best
efforts to:




	 	(a)	 	file with the Securities and Exchange Commission a report on Schedule 14F-1
disclosing the change in control of SUNO and, 10 days after such filing, date the
resolutions appointing Jimei Liu to the board of directors of SUNO, and forthwith date
and accept the resignation of Peter G. Wilson as a director of SUNO;
	 
	 	(b)	 	file a Form 8-K with the Securities and Exchange Commission disclosing the
terms of this Agreement;
	 
	 	(c)	 	file reports on Forms 13D and 3 with the Securities and Exchange Commission
disclosing the acquisition of the Shares by the Buyer; and




 









 











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	 	(d)	 	take such steps are required to change the name of SUNO to as Buyer may
determine.





ARTICLE 9

GENERAL PROVISIONS



9.1 Arbitration. The parties hereto shall attempt to resolve any dispute, controversy, difference
or claim arising out of or relating to this Agreement by negotiation in good faith. If such good
negotiation fails to resolve such dispute, controversy, difference or claim within fifteen (15)
days after any party delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim may submit such
matter to arbitration in Monroe County, New York.



9.2 Notice. Any notice required or permitted to be given by any party will be deemed to be given
when in writing and delivered to the address for notice of the intended recipient by personal
delivery, prepaid single certified or registered mail, or telecopier. Any notice delivered by mail
shall be deemed to have been received on the fourth business day after and excluding the date of
mailing, except in the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice delivered personally or
by telecopier shall be deemed to have been received on the actual date of delivery.



9.3 Addresses for Service. The address for service of notice of each of the parties hereto is as
follows:





	 	(a)	 	the Shareholders:




Law Office of Luke C. Zouvas


5398 Jamestown Road


San Diego, CA 92117


Attn: Luke C. Zouvas, Esq.




	 	(b)	 	the Buyer:




China US Bridge Capital, Ltd.

Suite 05B, 15th Floor

Convention Plaza, Office Tower #1

Harbour Road, Wan Chai

Hong Kong


with a copy to:


Harter, Secrest & Emery llp

1600 Bausch and Lomb Place

Rochester, New York 14604

Attention: Daniel R. Kinel, Esq..



 









 








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9.4 Change of Address. Any party may, by notice to the other parties change its address for notice
to some other address in North America and will so change its address for notice whenever the
existing address or notice ceases to be adequate for delivery by hand. A post office box may not be
used as an address for service.



9.5 Amendment. This Agreement may be amended only by a writing executed by each of the parties
hereto.



9.6 Entire Agreement. The provisions contained herein constitute the entire agreement among the
Buyer and the Sellers respecting the subject matter hereof and supersede all previous
communications, representations and agreements, whether verbal or written, among the Buyer and the
Sellers with respect to the subject matter hereof.



9.7 Enurement. This Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted assigns.



9.9 Assignment. This Agreement is not assignable without the prior written consent of the parties
hereto.



9.10 Counterparts. This Agreement may be executed in counterparts, each of which when executed by
any party will be deemed to be an original and all of which counterparts will together constitute
one and the same Agreement. Delivery of executed copies of this Agreement by telecopier will
constitute proper delivery, provided that originally executed counterparts are delivered to the
parties within a reasonable time thereafter.



9.11 Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York applicable to agreements made and to be performed entirely within such
State. The parties agree to be subject to the exclusive jurisdiction and venue of the state and
federal courts located in Monroe County, New York.




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



	 	 	 
	 

	 	SUNO:
	 
	 	 
	 

	 	 
	 

	 	By: Peter G. Wilson, President
	 
	 	 
	 

	 	BUYER:
	 
	 	 
	 

	 	 
	 

	 	Hanzhong Fang, Individually
	 
	 	 
	 

	 	China U.S. Bridge Capital, Ltd.
	 
	 	 
	 

	 	 
	 

	 	By: Yu Guo Qiong, President
	 
	 	 
	 

	 	SHAREHOLDERS:
	 
	 	 
	 

	 	EH&P Investments
	 
	 	 
	 

	 	 
	 

	 	By:
	 
	 	 
	 

	 	 
	 

	 	John D. Swain, Individually
	 
	 	 
	 

	 	 
	 

	 	Fred Holcapek, Individually
	 
	 	 
	 

	 	PH Holding Group
	 
	 	 
	 

	 	 
	 

	 	By:
	 
	 	 
	 

	 	 
	 

	 	Ma Cheng Ji, Individually






 









 






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	 	Zhou Wei, Individually
	 
	 	 
	 

	 	 
	 

	 	Zeng Xiu Lan, Individually
	 
	 	 
	 

	 	 
	 

	 	Gu Xiao Dong, Individually
	 
	 	 
	 

	 	Jacksonville Management Ltd.
	 
	 	 
	 

	 	 
	 

	 	By:
	 
	 	 
	 

	 	 
	 

	 	Colin Wilson, Individually
	 
	 	 
	 

	 	Alliance Capital Management, Inc.
	 
	 	 
	 

	 	 
	 

	 	By:






 









 






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Exhibit A




	 	 	 	 	 
	Name of Shareholder
	 	Number of Shares
	 	Percent of Outstanding