f8k72209ex10i_hammer.htm


    Exhibit 10.1

     

    
      


      


      


      


      


      


      STOCK
PURCHASE AGREEMENT

      AND
SHARE EXCHANGE

      


      by
and among

      


      HAMMER
HANDLE ENTERPRISES, INC.

      


      a Nevada
Corporation;

      


      and

      


      BOOM
SPRING INTERNATIONAL LIMITED

      


      a BVI
Corporation;

      


      and

      


      SHENGTANG
CRAFT DESIGN (SHENZHEN) CO., LTD.

      


      a PRC
Corporation

      


      


      


      


      


      


      


      


      


      


      


      


      


      effective
as of July 22, 2009

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      STOCK
PURCHASE AGREEMENT AND SHARE EXCHANGE

      


      THIS STOCK PURCHASE AGREEMENT AND
SHARE EXCHANGE, made and entered into as of this 22nd day of
July, 2009 (the “Agreement”), by and
among Hammer Handle Enterprises, Inc., a Nevada corporation with its principal
place of business located at 1212 Haida Avenue, Saskatoon, Saskatchewan, Canada
S7M 3W7 (“HMMH”); David Price
(the “HMMH
Shareholder”); Boom Spring International Limited, a British Virgin
Islands (“BVI”)
corporation with its registered address at  Room 2604, C.C. Wu
Building, 302-308 Hennessy Road, Wan Chai, Hong Kong  (“Boom Spring”) and
Shengtang Craft Design (Shenzhen) Co., Ltd., a PRC corporation, with its
registered office at 7/F Shenping Liyuan Bldg, 3
Longcheng BeiLu,  Longgang Central City,
 Longgang District,
 Shenzhen
518116,  People’s Republic of China
(“Shengtang”).

      


      WITNESSETH:

      


      WHEREAS, HMMH is a publicly
traded corporation on the Over-The-Counter Bulletin Board (the “OTCBB”);

      


      WHEREAS, this Agreement
provides for the acquisition of Boom Spring whereby Boom Spring shall become a
wholly owned subsidiary of HMMH and in connection therewith, the issuance of a
total of 45,300,000 shares of HMMH common stock, which will represent, and
equate to 90.6% of the issued and outstanding common stock to Boom Spring after
the transaction is closed.

      


      WHEREAS, the boards of
directors of HMMH and Boom Spring have determined, subject to the terms and
conditions set forth in this Agreement, that the transaction contemplated hereby
is desirable and in the best interests of their stockholders,
respectively.  This Agreement is being entered into for the purpose of
setting forth the terms and conditions of the proposed acquisition.

      


      NOW, THEREFORE, on the stated
premises and for and in consideration of the mutual covenants and agreements
hereinafter set forth and the mutual benefits to the parties to be derived
herefrom, it is hereby agreed as follows:

      


      ARTICLE
I

      REPRESENTATIONS,
COVENANTS AND WARRANTIES OF

      HMMH
AND HMMH SHAREHOLDER

      
 

      As an inducement to and to obtain the
reliance of Boom Spring, HMMH represents and warrants as follows:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Section
1.1           Organization.  HMMH
is a corporation duly organized, validly existing, and in good standing under
the laws of Nevada and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign corporation in
the jurisdiction in which the character and location of the assets owned by it
or the nature of the business transacted by it requires
qualification.  Included in the Schedules attached hereto (hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof.  The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not violate any provision of HMMH’s articles of incorporation or
bylaws.  HMMH has full power, authority and legal right and has taken
all action required by law, its articles of incorporation, its bylaws or
otherwise to authorize the execution and delivery of this Agreement.

      


      Section
1.2           Capitalization.  The
authorized capitalization of HMMH consists of 150,000,000 shares of common
stock, $0.001 par value per share; and no shares of preferred
stock.  As of the date hereof, HMMH has 16,700,000 common shares
issued and outstanding.

      


      All issued and outstanding shares are
legally issued, fully paid and nonassessable and are not issued in violation of
the preemptive or other rights of any person.  There are no warrants
or options authorized or issued.

      


      Section
1.3           Subsidiaries.   HMMH
has no subsidiaries.

      


      Section
1.4           Tax
Matters: Books and Records.

      


      
        	
                (a)  

              	
                The
      books and records, financial and others, of HMMH are in all material
      respects complete and correct and have been maintained in accordance with
      good business accounting practices;
and

              


      

      


      
        	
                (b)  

              	
                HMMH
      has no liabilities with respect to the payment of any country, federal,
      state, county, or local taxes (including any deficiencies, interest or
      penalties); and

              


      

      


      
        	
                (c)  

              	
                HMMH
      shall pay all outstanding liabilities at or prior to the
      Closing.

              


      

      


      Section
1.5           Litigation and
Proceedings.  There are no actions, suits, proceedings or
investigations pending or threatened by or against or affecting HMMH or its
properties, at law or in equity, before any court or other governmental agency
or instrumentality, domestic or foreign or before any arbitrator of any kind
that would have a material adverse affect on the business, operations, financial
condition or income of HMMH.  HMMH is not in default with respect to
any judgment, order, writ, injunction, decree, award, rule or regulation of any
court, arbitrator or governmental agency or instrumentality or of any
circumstances which, after reasonable investigation, would result in the
discovery of such a default.

      


      Section
1.6           Material Contract
Defaults.  HMMH is not in default in any material respect under
the terms of any outstanding contract, agreement, lease or other commitment
which is material to the business, operations, properties, assets or condition
of HMMH, and there is no event of default in any material respect under any such
contract, agreement, lease or other commitment in respect of which HMMH has not
taken adequate steps to prevent such a default from occurring.

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

                    
Section
1.7          
Information.  The information concerning HMMH as set forth in
this Agreement and in the attached Schedules is complete and accurate in all
material respects and does not contain any untrue statement of a material fact
or omit to state a material fact required to make the statements made in light
of the circumstances under which they were made, not misleading.

      


                    
Section
1.8           Title and
Related Matters. HMMH does not have
substantial assets, however, if any, HMMH has good and
marketable title to and is the sole and exclusive owner of all of its
properties, inventory, interest in properties and assets, real and personal
(collectively, the “Assets”) free and
clear of all liens, pledges, charges or encumbrances.  HMMH owns free
and clear of any liens, claims, encumbrances, royalty interests or other
restrictions or limitations of any nature whatsoever and all procedures,
techniques, marketing plans, business plans, methods of management or other
information utilized in connection with HMMH’s business.   No
third party has any right to, and HMMH has not received any notice of
infringement of or conflict with asserted rights of other with respect to any
product, technology, data, trade secrets, know-how, proprietary techniques,
trademarks, service marks, trade names or copyrights which, singly on in the
aggregate, if the subject of an unfavorable decision ruling or finding, would
have a materially adverse affect on the business, operations, financial
conditions or income of HMMH or any material portion of its properties, assets
or rights.

      


                     
Section
1.9          
Contracts. On the closing
date:

      


      
        	
                (a)  

              	
                There
      are no material contracts, agreements, franchises, license agreements, or
      other commitments to which HMMH is a party or by which it or any of its
      properties are bound;

              


      

      


      
        	
                (b)  

              	
                HMMH
      is not a party to any contract, agreement, commitment or instrument or
      subject to any charter or other corporate restriction or any judgment,
      order, writ, injunction, decree or award materially and adversely affects,
      or in the future may (as far as HMMH can now foresee) materially and
      adversely affect, the business, operations, properties, assets or
      conditions of HMMH; and

              


      

      


      
        	
                (c)  

              	
                HMMH
      is not a party to any material oral or written: (i) contract for the
      employment of any officer or employee; (ii) profit sharing, bonus,
      deferred compensation, stock option, severance pay, pension benefit or
      retirement plan, agreement or arrangement covered by Title IV of the
      Employee Retirement Income Security Act, as amended;
      (iii)  agreement, contract or indenture relating to the
      borrowing of money; (iv) guaranty of any obligation for the borrowing of
      money or otherwise, excluding endorsements made for collection and other
      guaranties, of obligations, which, in the aggregate exceeds $1,000; (v)
      consulting or other contract with an unexpired term of more than one year
      or providing for payments in excess of $10,000 in the aggregate; (vi)
      collective bargaining agreement; and (vii) contract, agreement or other
      commitment involving payments by it for more than $10,000 in the
      aggregate.

              


      

       

       

       

      
        
          
          

        

        
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                  Section  1.10      Compliance With Laws and
Regulations. To the best of HMMH’s
knowledge and belief, HMMH has complied with all applicable statutes and
regulations of any federal, state or other governmental entity or agency
thereof, except to the extent that noncompliance would not materially and
adversely affect the business, operations, properties, assets or condition of
HMMH or would not result in HMMH incurring material liability.

      


          Section 1.11   Approval of
Agreement. The directors of HMMH
have authorized the execution and delivery of this Agreement and have approved
the transactions contemplated.  A copy of the Director’s Resolution
authorizing entry into this Agreement is attached as Schedule 1.11.

      


                  Section
1.12          Material Transactions
or Affiliations.  There are no material contracts or agreements
of arrangement between HMMH and any person, who was at the time of such
contract, agreement or arrangement an officer, director or person owning of
record, or known to beneficially own ten percent (10%) or more of the issued and
outstanding Common Shares of HMMH and which is to be performed in whole or in
part after the date hereof.  HMMH has no commitment, whether written
or oral, to lend any funds to, borrow any money from or enter into material
transactions with any such affiliated person.

       

          Section
1.13           No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which HMMH is a party or to which any of
its properties or operations are subject.

       

          Section
1.14           Governmental
Authorizations. HMMH has all licenses,
franchises, permits or other governmental authorizations legally required to
enable it to conduct its business in all material respects as conducted on the
date hereof.  Except for compliance with federal and state securities
and corporation laws, as hereinafter provided, no authorization, approval,
consent or order of, or registration, declaration or filing with, any court or
other governmental body is required in connection with the execution and
delivery by HMMH of this Agreement and the consummation of the transactions
contemplated hereby.

       

          Section
1.15           Ownership of Stock. HMMH and the HMMH Shareholder are the
lawful owners of the stock to be exchanged with Boom Spring or its designees and
shall be free and clear of all liens, encumbrances, restrictions and claims of
every kind and character, other than any of the foregoing arising from actions
by Boom Spring (collectively, “Encumbrances”) as of
the Closing Date. The delivery to Boom Spring of the stock pursuant to the
provisions of this Agreement will transfer to Boom Spring valid title thereto,
free and clear of any and all Encumbrances.

      


      ARTICLE
II

      REPRESENTATIONS,
COVENANTS AND WARRANTIES OF BOOM SPRING

      


      As an inducement to, and to obtain the
reliance of HMMH and the HMMH Shareholder, Boom Spring represents and warrants
as follows:

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
 

      Section
2.1          Organization.   Boom
Spring is a corporation duly organized, validly existing and in good standing
under the laws of the BVI and has the corporate power and is duly authorized,
qualified, franchised and licensed under all applicable laws, regulations,
ordinances and orders of public authorities to own all of its properties and
assets and to carry on its business in all material respects as it is now being
conducted, including qualification to do business as a foreign entity in the
country or states in which the character and location of the assets owned by it
or the nature of the business transacted by it requires
qualification.  Included in the attached Schedules (as hereinafter
defined) are complete and correct copies of the articles of incorporation,
bylaws and amendments thereto as in effect on the date hereof.  The
execution and delivery of this Agreement does not and the consummation of the
transactions contemplated by this Agreement in accordance with the terms hereof
will not, violate any provision of Boom Spring's certificate of incorporation or
bylaws.  Boom Spring has full power, authority and legal right and has
taken all action required by law, its articles of incorporation, bylaws or
otherwise to authorize the execution and delivery of this
Agreement.

      


      Section
2.2          Capitalization.  Boom
Spring’s authorized capitalization consists of a total of 50,000 shares, held by
the individuals and entities listed on Schedule 2.2.

      


      All issued and outstanding common
shares have been legally issued, fully paid, are nonassessable and not issued in
violation of the preemptive rights of any other person.  Boom Spring
has no other securities, warrants or options authorized or issued.

      


      Section
2.3          Subsidiaries.  Boom
Spring has the following subsidiary:

      


      
        	
                (a)  

              	
                Shengtang
      – a PRC Company with a share capital of HK $1,000,000 divided into
      1,000,000 shares, par value HK $1.00 per
share.

              


      

      


      Section
2.4          Tax Matters,
Books & Records.

      


      
        	
                (a)  

              	
                Boom
      Spring’s books and records, financial and others are in all material
      respects complete and correct and have been maintained in accordance with
      good business accounting practices;

              


      

      


      
        	
                (b)  

              	
                Boom
      Spring has no liabilities with respect to the payment of any country,
      federal, state, county, local or other taxes (including any deficiencies,
      interest or penalties); and

              


      

      


      
        	
                (c)  

              	
                Boom
      Spring shall remain responsible for all debts incurred prior to the
      closing.

              


      

      


      Section
2.5          Information.  The
information concerning Boom Spring as set forth in this Agreement and in the
attached Schedules is complete and accurate in all material respects and does
not contain any untrue statement of a material fact or omit a material fact
required to make the statements made, in light of the circumstances under which
they were made, not misleading.

       

       

      
        
          
          

        

        
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      Section
2.6          Title and Related
Matters.  Boom Spring has good and marketable title to and is
the sole and exclusive owner of all of its properties, inventory, interests in
properties and assets, real and personal (collectively, the “Assets”) free and
clear of all liens, pledges, charges or encumbrances.  Except as set
forth in the attached Schedules, Boom Spring owns free and clear of any liens,
claims, encumbrances, royalty interests or other restrictions or limitations of
any nature whatsoever and all procedures, techniques, marketing plans, business
plans, methods of management or other information utilized in connection with
Boom Spring's business.  Except as set forth in the attached
Schedules, no third party has any right to, and Boom Spring has not received any
notice of infringement of or conflict with asserted rights of others with
respect to any product, technology, data, trade secrets, know-how, proprietary
techniques, trademarks, service marks, trade names or copyrights which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a materially adverse affect on the business, operations,
financial conditions or income of Boom Spring or any material portion of its
properties, assets or rights.

      


      Section
2.7          Litigation and
Proceedings.  There are no actions, suits or proceedings
pending or threatened by or against or affecting Boom Spring, at law or in
equity, before any court or other governmental agency or instrumentality,
domestic or foreign or before any arbitrator of any kind that would have a
material adverse effect on the business, operations, financial condition, income
or business prospects of Boom Spring.  Boom Spring does not have any
knowledge of any default on its part with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court, arbitrator or
governmental agency or instrumentality.

      


      Section
2.8          Contracts. On the Closing
Date:

      


      
        	
                (a)  

              	
                Except
      for those enumerated on the attached Schedules, there are no material
      contracts, agreements, franchises, license agreements, or other
      commitments to which Boom Spring is a party to or by which it or any of
      its subsidiaries or properties are
bound;

              


      

      


      
        	
                (b)  

              	
                Except
      as enumerated on the attached Schedules, Boom Spring is not a party to any
      contract, agreement, commitment or instrument or subject to any charter or
      other corporate restriction or any judgment, order, writ, injunction,
      decree or award which materially and adversely affects, or in the future
      may (as far as Boom Spring can now foresee) materially and adversely
      affect, the business, operations, properties, assets or conditions of Boom
      Spring; and

              


      

      


      
        	
                (c)  

              	
                Except
      as enumerated on the attached Schedules, Boom Spring is not a party to any
      material oral or written: (i) contract for the employment of any officer
      or employee; (ii) profit sharing, bonus, deferred compensation, stock
      option, severance pay, pension, benefit or retirement plan, agreement or
      arrangement covered by Title IV of the Employee Retirement Income Security
      Act, as amended; (iii) agreement, contract or indenture relating to the
      borrowing of money; (iv) guaranty of any obligation for the borrowing of
      money or otherwise, excluding endorsements made for collection and other
      guaranties of obligations, which, in the aggregate exceeds $1,000; (v)
      consulting or other contract with an unexpired term of more than one year
      or providing for payments in excess of $10,000 in the aggregate; (vi)
      collective bargaining agreement; and (vii) contract, agreement, or other
      commitment involving payments by it for more than $10,000 in the
      aggregate.

              


      

       

       

      
        
          
          

        

        
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      Section
2.9          No Conflict With Other
Instruments.  The execution of this Agreement and the
consummation of the transactions contemplated by this Agreement will not result
in the breach of any term or provision of, or constitute an event of default
under, any material indenture, mortgage, deed of trust or other material
contract, agreement or instrument to which Boom Spring is a party or to which
any of its properties or operations are subject.

      


      Section
2.10        Material Contract
Defaults.  To the best of Boom Spring's knowledge and belief,
it is not in default in any material respect under the terms of any outstanding
contract, agreement, lease or other commitment which is material to the
business, operations, properties, assets or condition of Boom Spring, and there
is no event of default in any material respect under any such contract,
agreement, lease or other commitment in respect of which Boom Spring has not
taken adequate steps to prevent such a default from occurring.

      


      Section
2.11        Governmental
Authorizations. To the best of Boom
Spring’s knowledge, Boom Spring has all licenses, franchises, permits and other
governmental authorizations that are legally required to enable it to conduct
its business operations in all material respects as conducted on the date
hereof.  Except for compliance with federal and state securities or
corporation laws, no authorization, approval, consent or order of, or
registration, declaration or filing with, any court or other governmental body
is required in connection with the execution and delivery by Boom Spring of the
transactions contemplated hereby.

      


      Section
2.12       Compliance With Laws and
Regulations.  To the best of Boom Spring's knowledge and
belief, Boom Spring has complied with all applicable statutes and regulations of
any federal, state or other governmental entity or agency thereof, except to the
extent that noncompliance would not materially and adversely affect the
business, operations, properties, assets or condition of Boom Spring or would
not result in Boom Spring's incurring any material liability.

      


      Section
2.13       Insurance.  All of
Boom Spring’s insurable properties are insured for Boom Spring‘s benefit under
valid and enforceable policy or policies containing substantially equivalent
coverage and will be outstanding and in full force at the Closing
Date.

      


      Section
2.14        Approval of
Agreement.  The directors of Boom Spring have authorized the
execution and delivery of this Agreement and have approved the transactions
contemplated hereby.

      


      Section
2.15        Material Transactions or
Affiliations.  As of the Closing Date, there will exist no
material contract, agreement or arrangement between Boom Spring and any person
who was at the time of such contract, agreement or arrangement an officer,
director or person owning of record, or known by Boom Spring to own
beneficially, ten percent (10%) or more of the issued and outstanding Common
Shares of Boom Spring and which is to be performed in whole or in part after the
date hereof except with regard to an agreement with the Boom Spring shareholders
providing for the distribution of cash to provide for payment of federal and
state taxes on Subchapter S income.  Boom Spring has no commitment,
whether written or oral, to lend any funds to, borrow any money from or enter
into any other material transactions with, any such affiliated
person.

       

       

      
        
          
          

        

        
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      ARTICLE
III

      EXCHANGE PROCEDURE AND OTHER
CONSIDERATION

      


      Section
3.1          Share Exchange/Delivery of Boom
Spring Securities.  On the Closing Date, Boom Spring shall
deliver to HMMH all of its issued and outstanding shares to HMMH, duly endorsed
in blank or with executed power attached thereto in transferable form, so that
Boom Spring shall become a wholly owned subsidiary of HMMH.

      


      Section
3.2         Issuance of HMMH
Shares.  In exchange for all of the Boom Spring Common Shares
tendered pursuant to Section 3.1, HMMH Shareholder shall issue to Boom Spring
Shareholders a total of 12,000,000 common shares of HMMH common stock and HMMH
will deliver an additional 33,300,000 common shares of HMMH common stock, which
will represent, and equate to 90.6% of HMMH’s issued and outstanding common
stock after the closing of this transaction, in the manner set forth in Schedule
3.2.  Such shares are restricted in accordance with Rule 144 of the
1933 Securities Act.

      


      Section
3.3         Additional
Consideration.  On the Closing Date, in addition to the share
exchange as contemplated by Sections 3.1 and 3.2, Boom Spring shall pay $220,000
(the “Additional
Consideration”) to the HMMH Shareholder.  Of such amount,
$219,500 has previously been forwarded to Anslow & Jaclin, LLP as an escrow
deposit.  Upon execution of this Agreement, Boom Spring shall pay the
remainder of the Additional Consideration or $500 to HMMH on the Effective
Date.

      


      Section
3.4           Satisfaction of Present Liabilities
of HMMH.  At or prior to the Closing Date, the liabilities and
obligations of HMMH as set forth on Schedule 3.4 shall be satisfied by HMMH
(HMMH is entitled to use all or a portion of the proceeds from this Agreement to
satisfy these obligations).  The present officers and directors of
HMMH shall be released from any and all other liabilities related
thereto.

      


      Section
3.5           Events Prior to
Closing.  Upon execution hereof or as soon thereafter as
practical, management of HMMH and Boom Spring shall execute, acknowledge and
deliver (or shall cause to be executed, acknowledged and delivered) any and all
certificates, opinions, financial statements, schedules, agreements, resolutions
rulings or other instruments required by this Agreement to be so delivered,
together with such other items as may be reasonably requested by the parties
hereto and their respective legal counsel in order to effectuate or evidence the
transactions contemplated hereby, subject only to the conditions to Closing
referenced herein below.

      


      Section
3.6           Closing.  The
closing (“Closing
Date”) of the transactions contemplated by this Agreement shall be on the
date and at the time the exchange documents are executed herewith.

       

       

      
        
          
          

        

        
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      Section
3.7           Effective Date.  The
date, on or after the Closing Date, when all of the terms and conditions of this
Agreement are satisfied, including but not limited to the Conditions Precedent
set forth in Articles V and VI (the “Effective
Date”).

      


      Section
3.8           Termination.

      


      
        	
                (a)  

              	
                This
      Agreement may be terminated by the board of directors or majority interest
      of Shareholders of either HMMH or Boom Spring, respectively, at any time
      prior to the Closing Date if:

              


      

      


      
        	
                (i)  

              	
                there
      shall be any action or proceeding before any court or any governmental
      body which shall seek to restrain, prohibit or invalidate the transactions
      contemplated by this Agreement and which, in the judgment of such board of
      directors, made in good faith and based on the advice of its legal
      counsel, makes it inadvisable to proceed with the exchange contemplated by
      this Agreement; or

              


      

      


      
        	
                (ii)  

              	
                any
      of the transactions contemplated hereby are disapproved by any regulatory
      authority whose approval is required to consummate such
      transactions.

              


      

      


      In the event of termination pursuant to
Paragraph (a) of this Section 3.8, no obligation, right, or liability shall
arise hereunder and each party shall bear all of the expenses incurred by it in
connection with the negotiation, drafting and execution of this Agreement and
the transactions herein contemplated.

      


      
        	
                (b)  

              	
                This
      Agreement may be terminated at any time prior to the Closing Date by
      action of the board of directors of HMMH if Boom Spring shall fail to
      comply in any material respect with any of its covenants or agreements
      contained in this Agreement or if any of the representations or warranties
      of Boom Spring contained herein shall be inaccurate in any material
      respect, which noncompliance or inaccuracy is not cured after 20 days
      written notice thereof is given to Boom Spring.  If this
      Agreement is terminated pursuant to Paragraph (b) of this Section 3.8,
      this Agreement shall be of no further force or effect and no obligation,
      right or liability shall arise
hereunder.

              


      

      


      
        	
                (c)  

              	
                This
      Agreement may be terminated at any time prior to the Closing Date by
      action of the board of directors of Boom Spring if HMMH shall fail to
      comply in any material respect with any of its covenants or agreements
      contained in this Agreement or if any of the representations or warranties
      of Boom Spring contained herein shall be inaccurate in any material
      respect, which noncompliance or inaccuracy is not cured after 20 days
      written notice thereof is given to Boom Spring.  If this
      Agreement is terminated pursuant to Paragraph (c) of this Section 3.8,
      this Agreement shall be of no further force or effect and no obligation,
      right or liability shall arise
hereunder.

              


      

       

       

      
        
          
          

        

        
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      In the event of termination pursuant to
paragraph (b) and (c) of Section 3.8, the breaching party shall bear all of the
expenses incurred by the other party in connection with the negotiation,
drafting and execution of this Agreement and the transactions herein
contemplated.

      


      Section
3.9           Directors of HMMH After
Acquisition.  After the Closing Date, David Price shall resign
as the sole director of HMMH and Zhongmin Chen, Shaoping Lu and Rong Li shall be
appointed to the Board of Directors of HMMH.  Each director shall hold
office until his successor has been duly elected and has qualified or until his
death, resignation or removal.

      


      Section
3.10         Officers of HMMH After
Acquisition.  After the Closing Date,
David Price shall resign from all his officer positions of HMMH and the persons
listed on Schedule 3.10 shall be appointed as Officers of HMMH:

      


      
        
          	
                  Name

                	
                  Position

                
	
                  Zhongmin
      Chen

                	
                  President
      and Chief Executive Officer

                
	
                  Rong
      Li

                	
                  Vice
      President

                
	
                  Hui
      Zhao

                	
                  Chief
      Operating Officer and Chief Financial Officer

                
	
                  Chunyun
      Zhao

                	
                  Chief
      Technology Officer

                
	
                  Shing
      Ho Eric Cheung

                	
                  Chief
      Marketing Officer

                


        

      

      


      ARTICLE
IV

      SPECIAL
COVENANTS

      


      Section
4.1          Access to Properties and
Records.  Prior to closing, HMMH and Boom Spring will each
afford to the officers and authorized representatives of the other full access
to the properties, books and records of each other, so that each may have full
opportunity to make such reasonable investigation as it shall desire to make of
the affairs of the other and each will furnish the other with such additional
financial and operating data and other information as to the business and
properties of each other, as the other shall from time to time reasonably
request.

      


      Section
4.2           Availability of Rule
144.  HMMH and the HMMH Shareholder holding “restricted
securities”, as that term is defined in Rule 144 of the 1933 Securities Act will
remain as “restricted securities.”  HMMH is under no obligation to
register such shares under the Securities Act, or otherwise.  The
stockholders of HMMH and Boom Spring holding restricted securities of HMMH and
Boom Spring as of the date of this Agreement and their respective heirs,
administrators, personal representatives, successors and assigns, are intended
third party beneficiaries of the provisions set forth herein.  The
covenants set forth in this Section 4.2 shall survive the Closing Date and the
consummation of the transactions herein contemplated.

      


      Section
4.3            Special Covenants and Representations
Regarding the HMMH Common Shares to be Issued in the
Exchange.  The consummation of this Agreement, including the
issuance of the HMMH Common Shares to the Shareholders of Boom Spring as
contemplated hereby, constitutes the offer and sale of securities under the
Securities Act, and applicable state statutes.  Such transaction shall
be consummated in reliance on exemptions from the registration and prospectus
delivery requirements of such statutes which depend, inter alia, upon the
circumstances under which the Boom Spring Shareholders acquire such
securities.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
 

      Section
4.4           Third Party
Consents.  HMMH and Boom Spring agree to cooperate with each
other in order to obtain any required third party consents to this Agreement and
the transactions herein contemplated.

      


      Section
4.5           Actions
Prior to and Subsequent to Closing.

      


      
        	
                (a)  

              	
                From
      and after the date of this Agreement until the Closing Date, except as
      permitted or contemplated by this Agreement, HMMH and Boom Spring will
      each use its best efforts to:

              


      

      


      
        	
                (i)  

              	
                maintain
      and keep its properties in states of good repair and condition as at
      present, except for depreciation due to ordinary wear and tear and damage
      due to casualty;

              


      

      
        	
                (ii)  

              	
                maintain
      in full force and effect insurance comparable in amount and in scope of
      coverage to that now maintained by it;
and

              


      

      
        	
                (iii)  

              	
                perform
      in all material respects all of its obligations under material contracts,
      leases and instruments relating to or affecting its assets, properties and
      business.

              


      

      


      
        	
                (b)  

              	
                From
      and after the date of this Agreement until the Closing Date, HMMH will
      not, without the prior consent of Boom
Spring:

              


      

      


      
        	
                (i)  

              	
                except
      as otherwise specifically set forth herein, make any change in its
      articles of incorporation or
bylaws;

              


      

      
        	
                (ii)  

              	
                declare
      or pay any dividend on its outstanding Common Shares, except as may
      otherwise be required by law, or effect any stock split or otherwise
      change its capitalization, except as provided
  herein;

              


      

      
        	
                (iii)  

              	
                enter
      into or amend any employment, severance or agreements or arrangements with
      any directors or officers;

              


      

      
        	
                (iv)  

              	
                grant,
      confer or award any options, warrants, conversion rights or other rights
      not existing on the date hereof to acquire any Common Shares;
      or

              


      

      
        	
                (v)  

              	
                purchase
      or redeem any Common Shares.

              


      

      


             
Section
4.6           Indemnification.

      


      
        	
                (a)  

              	
                HMMH
      hereby agrees to indemnify Boom Spring, each of the officers, agents and
      directors and current shareholders of Boom Spring and Shengtang as of the
      Closing Date against any loss, liability, claim, damage or expense
      (including, but not limited to, any and all expense whatsoever reasonably
      incurred in investigating, preparing or defending against any litigation,
      commenced or threatened or any claim whatsoever), to which it or they may
      become subject to or rising out of or based on any inaccuracy appearing in
      or misrepresentation made in this Agreement.  The
      indemnification provided for in this paragraph shall survive the Closing
      and consummation of the transactions contemplated hereby and termination
      of this Agreement; and

              


      

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                (b)  

              	
                Boom
      Spring hereby agrees to indemnify HMMH, each of the officers, agents,
      directors and current shareholders of HMMH as of the Closing Date against
      any loss, liability, claim, damage or expense (including, but not limited
      to, any and all expense whatsoever reasonably incurred in investigating,
      preparing or defending against any litigation, commenced or threatened or
      any claim whatsoever), to which it or they may become subject arising out
      of or based on any inaccuracy appearing in or misrepresentation made in
      this Agreement. The indemnification provided for in this paragraph shall
      survive the Closing and consummation of the transactions contemplated
      hereby and termination of this
Agreement.

              


      

      


      ARTICLE
V

      CONDITIONS PRECEDENT TO OBLIGATIONS OF
HMMH

      


      The obligations of HMMH under this
Agreement are subject to the satisfaction, at or before the Closing Date, of the
following conditions:

      


      Section
5.1            Accuracy of
Representations.  The representations and warranties made by
Boom Spring in this Agreement were true when made and shall be true at the
Closing Date with the same force and effect as if such representations and
warranties were made at the Closing Date (except for changes therein permitted
by this Agreement), and Boom Spring shall have performed or compiled with all
covenants and conditions required by this Agreement to be performed or complied
with by Boom Spring prior to or at the Closing.  HMMH shall be
furnished with a certificate, signed by a duly authorized officer of Boom Spring
and dated the Closing Date, to the foregoing effect.

      


      Section
5.2            Director
Approval.  The Board of Directors of HMMH shall have approved
this Agreement and the transactions contemplated herein.

      


      Section
5.3           Officer’s
Certificate.  HMMH shall have been furnished with a certificate
dated the Closing Date and signed by a duly authorized officer of Boom Spring to
the effect that: (a) the representations and warranties of Boom Spring set forth
in the Agreement and in all Exhibits, Schedules and other documents furnished in
connection herewith are in all material respects true and correct as if made on
the Effective Date; (b) Boom Spring has performed all covenants, satisfied all
conditions, and complied with all other terms and provisions of this Agreement
to be performed, satisfied or complied with by it as of the Effective Date; (c)
since such date and other than as previously disclosed to Boom Spring on the
attached Schedules, Boom Spring has not entered into any material transaction
other than transactions which are usual and in the ordinary course if its
business; and (d) no litigation, proceeding, investigation or inquiry is pending
or, to the best knowledge of Boom Spring, threatened, which might result in an
action to enjoin or prevent the consummation of the transactions contemplated by
this Agreement or, to the extent not disclosed in the Boom Spring Schedules, by
or against Boom Spring which might result in any material adverse change in any
of the assets, properties, business or operations of Boom Spring.

      


      Section
5.4           No Material Adverse
Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business or
operations of nor shall any event have occurred which, with the lapse of time or
the giving of notice, may cause or create any material adverse change in the
financial condition, business or operations of Boom Spring.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      Section
5.5           Other Items.  HMMH
shall have received such further documents, certificates or instruments relating
to the transactions contemplated hereby as HMMH may reasonably
request.

      


      ARTICLE
VI

      CONDITIONS PRECEDENT TO OBLIGATIONS OF
KEENWAY

      


      The obligations of Boom Spring under
this Agreement are subject to the satisfaction, at or before the Closing date
(unless otherwise indicated herein), of the following conditions:

      


      Section
6.1           Accuracy of
Representations.  The representations and warranties made by
Boom Spring in this Agreement were true when made and shall be true as of the
Closing Date (except for changes therein permitted by this Agreement) with the
same force and effect as if such representations and warranties were made at and
as of the Closing Date, and HMMH shall have performed and complied with all
covenants and conditions required by this Agreement to be performed or complied
with by HMMH prior to or at the Closing.  Boom Spring shall have been
furnished with a certificate, signed by a duly authorized executive officer of
HMMH and dated the Closing Date, to the foregoing effect.

      


      Section
6.2       Director
Approval.  The Board of Directors of Boom Spring shall have
approved this Agreement and the transactions contemplated herein.

      


      Section
6.3           Officer's
Certificate.   Boom Spring shall be furnished with a
certificate dated the Closing Date and signed by a duly authorized officer of
HMMH to the effect that:  (a) the representations and warranties of
HMMH set forth in the Agreement and in all Exhibits, Schedules and other
documents furnished in connection herewith are in all material respects true and
correct as if made on the Effective Date; and (b) HMMH has performed all
covenants, satisfied all conditions, and complied with all other terms and
provisions of the Agreement to be performed, satisfied or complied with by it as
of the Effective Date.

      


      Section
6.4           No Material Adverse
Change.  Prior to the Closing Date, there shall not have
occurred any material adverse change in the financial condition, business or
operations of nor shall any event have occurred which, with the lapse of time or
the giving of notice, may cause or create any material adverse change in the
financial condition, business or operations of HMMH.

      


      Section
6.5           1934 Exchange Act
Compliance.  HMMH must file any necessary reports to become and
stay current with its 1934 Exchange Act filings up to and including the
Effective Date of this Agreement. This shall include, but not be limited to, all
annual and quarterly filings.

      


      Section
6.6           Cancellation of Options and
Convertible Preferred Stock.  Prior to the Closing Date, HMMH
shall cancel and make worthless all options, warrants, preferred stock and/or
convertible debt issuances outstanding but not yet converted to common
stock.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
 

      ARTICLE
VII

      MISCELLANEOUS

      


      Section
7.1           Brokers and
Finders.  Each party to this Agreement represents and warrants
that it is under no obligation, express or implied, to pay certain finders in
connection with the bringing of the parties together in the negotiation,
execution, or consummation of this Agreement. The parties each agree to
indemnify the other against any claim by any third person for any commission,
brokerage or finder’s fee or other payment with respect to this Agreement or the
transactions contemplated hereby based on any alleged agreement or understanding
between the indemnifying party and such third person, whether express or implied
from the actions of the indemnifying party.

      


      Section
7.2           Law, Forum and
Jurisdiction.  This Agreement shall be construed and
interpreted in accordance with the laws of the State of New Jersey, United
States of America.

      


      Section
7.3            Notices.  Any
notices or other communications required or permitted hereunder shall be
sufficiently given if personally delivered to it or sent by registered mail or
certified mail, postage prepaid, or by prepaid telegram addressed as
follows:

       

      
        
          
            	
                    If
      to HMMH:

                  	
                    Hammer
      Handle Enterprises, Inc.

                  
	 
      	
                    Attn:           David
      Price

                  
	 
      	
                    1212
      Haida Avenue, Saskatoon

                  
	 
      	
                    Saskatchewan,
      Canada S7M 3W7

                  
	 
      	
                    Tel:
      (206) 202-3226

                  
	 
      	 
      
	
                    If
      to Boom Spring:

                  	
                    Boom
      Spring International Limited

                  
	 
      	
                    Attn:          
      Shaoping Lu

                  
	 
      	
                    7/F Shenping Liyuan
      Bldg, 3 Longcheng BeiLu, 

                  
	 
      	
                    Longgang Central City,
       Longgang District,
      

                  
	 
      	
                    Shenzhen
      518116,  People’s Republic of
      China Tel:  +86 755 89622888

                  
	 
      	
                    Fax:
      +86 755 84844027

                  
	 
      	 
      
	
                    with
      a copy to:

                  	
                    Anslow
      & Jaclin, LLP

                  
	 
      	
                    Attn:           Richard
      I. Anslow, Esq.

                  
	 
      	
                                       
      Gregg E. Jaclin, Esq.

                  
	 
      	
                    195
      Route 9 South, Suite 204

                  
	 
      	
                    Manalapan,
      New Jersey 07726

                  
	 
      	
                    Tel:
      (732) 409-1212

                  
	 
      	
                    Fax:
      (732) 577-1188

                  


          

        

      

      

 

      or such
other addresses as shall be furnished in writing by any party in the manner for
giving notices hereunder, and any such notice or communication shall be deemed
to have been given as of  the date so delivered, mailed or
telegraphed.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
 

      Section
7.4                                Attorneys' Fees.  In
the event that any party institutes any action or suit to enforce this Agreement
or to secure relief from any default hereunder or breach hereof, the breaching
party or parties shall reimburse the non-breaching party or parties for all
costs, including reasonable attorneys’ fees, incurred in connection therewith
and in enforcing or collecting any judgment rendered therein.

      


      Section
7.5           Confidentiality.  Each
party hereto agrees with the other party that, unless and until the transactions
contemplated by this Agreement have been consummated, they and their
representatives will hold in strict confidence all data and information obtained
with respect to another party or any subsidiary thereof from any representative,
officer, director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information or
disclose the same to others, except:  (i)  to the extent
such data is a matter of public knowledge or is required by law to be published;
and (ii)  to the extent that such data or information must be used or
disclosed in order to consummate the transactions contemplated by this
Agreement.

      


      Section
7.6            Schedules; Knowledge. Each party is presumed
to have full knowledge of all information set forth in the other party’s
schedules delivered pursuant to this Agreement.

      


      Section
7.7            Third Party
Beneficiaries.  This contract is solely between HMMH, Boom
Spring and Shengtang and except as specifically provided, no director, officer,
stockholder, employee, agent, independent contractor or any other person or
entity shall be deemed to be a third party beneficiary of this
Agreement.

      


      Section
7.8           Entire Agreement. This Agreement
represents the entire agreement between the parties relating to the subject
matter hereof.  This Agreement alone fully and completely expresses
the agreement of the parties relating to the subject matter
hereof.  There are no other courses of dealing, understanding,
agreements, representations or warranties, written or oral, except as set forth
herein.  This Agreement may not be amended or modified, except by a
written agreement signed by all parties hereto.

      


      Section
7.9            Survival;
Termination.  The representations, warranties and covenants of
the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated for 18 months.

      


      Section
7.10          Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall be but a single
instrument.

      


      Section
7.11           Amendment or Waiver. Every right and remedy
provided herein shall be cumulative with every other right and remedy, whether
conferred herein, at law or in equity, and may be enforced concurrently
herewith, and no waiver by any party of the performance of any obligation by the
other shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing.  At any time prior
to the Closing Date, this Agreement may be amended by a written consent by all
parties hereto, with respect to any of the terms contained herein, and any term
or condition of this Agreement may be waived or the time for performance hereof
may be extended by a written consent by the party or parties for whose benefit
the provision is intended.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
 

      Section
7.12         Expenses.  Each
party herein shall bear all of their respective costs and expenses incurred in
connection with the negotiation of this Agreement and in the consummation of the
transactions provided for herein and the preparation thereof.

      


      Section
7.13         Headings;
Context.  The headings of the sections and paragraphs contained
in this Agreement are for convenience of reference only and do not form a part
hereof and in no way modify, interpret or construe the meaning of this
Agreement.

      


      Section
7.14         Benefit.  This
Agreement shall be binding upon and shall inure only to the benefit of the
parties hereto, and their permitted assigns hereunder.  This Agreement
shall not be assigned by any party without the prior written consent of the
other party.

      


      Section
7.15         Public
Announcements.  Except as may be required by law, neither party
shall make any public announcement or filing with respect to the transactions
provided for herein without the prior consent of the other party
hereto.

      


      Section
7.16         Severability.  In
the event that any particular provision or provisions of this Agreement or the
other agreements contained herein shall for any reason hereafter be determined
to be unenforceable, or in violation of any law, governmental order or
regulation, such unenforceability or violation shall not affect the remaining
provisions of such agreements, which shall continue in full force and effect and
be binding upon the respective parties hereto.

      


      Section
7.17         Failure of Conditions;
Termination.  In the event of any of the conditions specified
in this Agreement shall not be fulfilled on or before the Closing Date, either
of the parties have the right either to proceed or, upon prompt written notice
to the other, to terminate and rescind this Agreement.  In such event,
the party that has failed to fulfill the conditions specified in this Agreement
will liable for the other parties’ legal fees.  The election to
proceed shall not affect the right of such electing party reasonably to require
the other party to continue to use its efforts to fulfill the unmet
conditions.

      


      Section
7.18         No Strict Construction. The language of this
Agreement shall be construed as a whole, according to its fair meaning and
intendment, and not strictly for or against either party hereto, regardless of
who drafted or was principally responsible for drafting the Agreement or terms
or conditions hereof.

      


      Section
7.19          Execution Knowing and
Voluntary.  In executing this Agreement, the parties severally
acknowledge and represent that each:  (a) has fully and carefully read
and considered this Agreement; (b) has been or has had the opportunity to be
fully apprized by its attorneys of the legal effect and meaning of this document
and all terms and conditions hereof; (c) is executing this Agreement
voluntarily, free from any influence, coercion or duress of any
kind.

       

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
 

      Section
7.20        Amendment. At any time after the
Closing Date, this Agreement may be amended by a writing signed by both parties,
with respect to any of the terms contained herein, and any term or condition of
this Agreement may be waived or the time for performance hereof may be extended
by a writing signed by the party or parties for whose benefit the provision is
intended.

      


      


      


      


      [Remainder
of Page Intentionally Blank]

      


      [Signature
Page Follows]

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers or representatives and
entered into as of the date first above written.

      
 

      
        
          	
                  ATTEST:

                	
                  HAMMER
      HANDLE ENTERPRISES, INC.

                
	 
      	 
      
	
                  ______________________________

                	
                  By:

                	
                                                
                                                 
      

                
	 
      	
                  Name:

                	
                  David
      Price

                
	 
      	
                  Title:

                	
                  CEO
      and Chairman

                


        

      

       

      
        
          	
                  ATTEST:

                	
                  BOOM
      SPRING INTERNATIONAL LIMITED

                
	 
      	 
      
	
                  ______________________________

                	
                  By:

                	
                                                                                                   
      

                
	 
      	
                  Name:

                	
                   Shaoping
      Lu

                
	 
      	
                  Title:

                	
                   Director

                


        

      

       

      HMMH
SHAREHOLDER

       

      
        
          	 
      	
                                                   
                                            
      

                	 
      
	
                  Name:

                	
                  David
      Price

                	 
      


        

      

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

       

      SCHEDULE
1.11

      Director’s
Resolution

      


      As
attached.

       

       

       

       

       

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      Schedule
2.2

      Boom Spring Capital
Structure

      


      
        
          
            	
                    Shareholders

                  	
                    Number of shares

                  	
                    Percentage

                  
	
                    Shing
      Ho Eric Cheung

                  	
                    38,750

                  	
                    77.5%

                  
	
                    Shaoping
      Lu

                  	
                    11,250

                  	
                    22.5%

                  
	 
      	 
      	 
      
	
                    Total

                  	
                    50,000

                  	
                    100%

                  


          

        

      

      


      


      


      


      


      


      


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
3.2

      Issuance of HMMH Shares to
Boom Spring

      


      
        
          
            
              	
                      Name and Address

                    	
                      Number of shares

                    
	
                      Zhongmin Chen

                    	
                      18,640,000

                    
	
                      Rong Li

                    	
                      5,000,000

                    
	
                      Hui Zhao

                    	
                      4,760,000

                    
	
                      Chunyun Zhao

                    	
                      2,380,000

                    
	
                      Fodu Huang

                    	
                      900,000

                    
	
                      Liangmou Yang

                    	
                      900,000

                    
	
                      Shing Ho Cheung

                    	
                      2,200,000

                    
	
                      Ying-Biao Qiu

                    	
                      1,000,000

                    
	
                      Wei-Wen Yu

                    	
                      1,000,000

                    
	
                      Shaoping Lu

                    	
                      4,325,000

                    
	
                      Ge Chen

                    	
                      420,000

                    
	
                      Jing Wang

                    	
                      400,000

                    
	
                      Huilian Song

                    	
                      2,400,000

                    
	
                      Ling Kong

                    	
                      300,000

                    
	
                      John Eliasov

                    	
                      100,000

                    
	
                      Glen Shear

                    	
                      100,000

                    
	
                      Richard Anslow

                    	
                      54,000

                    
	
                      Gregg Jaclin

                    	
                      36,000

                    
	
                      Kristina Trauger

                    	
                      7,500

                    
	
                      Yuezhu Liang

                    	
                      2,500

                    
	
                      AIDE Consulting Co.

                    	
                      375,000

                    
	
                      Total

                    	
                      45,300,000

                    


            

          

        

      

      


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

       

       

      SCHEDULE
3.4

      HMMH Outstanding
Liabilities

      


      None.

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

       

      SCHEDULE
3.10

      Post-Agreement Officers of
HMMH

      


      
        
          	
                  Name

                	
                  Age

                	
                  Position

                
	
                  Zhongmin
      Chen

                	
                  40

                	
                  President
      and Chief Executive Officer

                
	
                  Rong
      Li

                	
                  51

                	
                  Vice
      President

                
	
                  Hui
      Zhao

                	
                  36

                	
                  Chief
      Operating Officer and Chief Financial Officer

                
	
                  Chunyun
      Zhao

                	
                  62

                	
                  Chief
      Technology Officer

                
	
                  Shing
      Ho Eric Cheung

                	
                  37

                	
                  Chief
      Marketing Officer

                


        

      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      23