Exhibit 10.1


    EXHIBIT
      10.1

    


    SHARE
      EXCHANGE AGREEMENT

    


    THIS
      SHARE EXCHANGE AGREEMENT, dated as of October 31, 2006, is by and between
      Physical Spa & Fitness Inc., a Delaware corporation (the “Company”), and Mr.
      Ngai Keung Luk, a citizen and resident of the Hong Kong SAR of the People’s
      Republic of China (“Mr. Luk” or the "Seller"), with reference to the
      following:

    


    W
      I T N E S S E T H:

    


    A. The
      Company desires to acquire from the Seller, and the Seller desires to sell
      to
      the Company, all of the Sale Shares in exchange for the issuance by the Company
      of an aggregate of Twelve Million (12,000,000) shares (the “Company Shares”) of
      the Company's common stock, par value $0.001 per share (the “Company Common
      Stock”), on the terms and conditions set forth below.

    


    B. The
      Seller owns 100 % of the shares of the common stock (the “Sale Shares”) of
      Ableforce International Limited, a British Virgin Islands corporation
      (“Ableforce”). Ableforce is the parent company holding 100% equity interest of
      Good Partner Limited (“Good Partner”), a private limited company incorporated in
      Hong Kong. Good Partner is principally engaged in properties investment in
      prime
      locations of Hong Kong.

    


    C. The
      Company has agreed to transfer, convey and assign, and Mr. Luk has agreed to
      accept and assume 100% of the shares of the common stock of Physical Beauty
      & Fitness Holdings Limited, a British Virgin Islands corporation (“Physical
      Beauty”), representing all the assets and properties and all of the liabilities
      and obligations of the Company, in each case as the same shall exist on the
      Closing Date (as defined below); in a transaction that will be consummated
      immediately after the consummation of the Exchange (as defined
      below);

    


    D. The
      Company has agreed to issue an additional 3,328,070 shares of Company Common
      Stock as the repayment of the total amount due to Mr. Luk on Ableforce’s (or its
      wholly owned subsidiary Good Partner’s) books and records as of 30 September
      2006.

    


    NOW,
      THEREFORE, in consideration of the premises and of the mutual representations,
      warranties and agreements set forth herein, the parties hereto agree as
      follows:

    


    ARTICLE
      I

    


    EXCHANGE
      OF SHARES

    


    1.1  Exchange
      of Shares.
      Subject
      to the terms and conditions of this Agreement, on the Closing Date:

    


    (a)  the
      Company shall issue and deliver to the Seller a total of 15,328,070 authorized
      but unissued shares of the Company Common Stock; and

    (b)  the
      Seller agrees to deliver to the Company, one (1) share of the common stock,
      par
      value $1.00 per share, of Ableforce (the “Ableforce Common Stock”), representing
      100% of the issued and outstanding shares of the capital stock of Ableforce
      on a
      fully diluted basis, along with an appropriately executed stock power endorsed
      in favor of the Company. (the “Exchange”).

    


    1.2  Time
      and Place of Closing.
      The
      closing of the transactions contemplated hereby (the “Closing”) shall take place
      at the offices of Physical Spa & Fitness Inc. at 40/F., Tower One, Times
      Square, 1 Matheson Street, Causeway Bay Hong Kong on or before December 31,
      2006
      (the “Closing Date”) at 10:00 A.M. Hong Kong time, or at such other place as the
      Company and the Seller may agree.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      II  

    


    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    The
      Company represents and warrants to the Seller as follows:

    


    2.1  Due
      Organization and Qualification; Due Authorization.
      The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, and to consummate the transactions contemplated hereby. The
      Company has taken all corporate action necessary for the execution and delivery
      of this Agreement and the consummation of the transactions contemplated hereby,
      and this Agreement constitutes the valid and binding obligation of the Company,
      enforceable against the Company in accordance with its respective terms, except
      as may be affected by bankruptcy, insolvency, moratoria or other similar laws
      affecting the enforcement of creditors' rights generally and subject to the
      qualification that the availability of equitable remedies is subject to the
      discretion of the court before which any proceeding therefore may be
      brought.

     

    2.2  No
      Conflicts or Defaults.
      The
      execution and delivery of this Agreement by the Company and the consummation
      of
      the transactions contemplated hereby do not and shall not (a) contravene the
      Articles of Incorporation or Bylaws of the Company or (b) with or without the
      giving of notice or the passage of time (i) violate, conflict with, or result
      in
      a breach of, or a default or loss of rights under, any material covenant,
      agreement, mortgage, indenture, lease, instrument, permit or license to which
      the Company is a party or by which the Company is bound, or any judgment, order
      or decree, or any law, rule or regulation to which the Company is subject,
      (ii)
      terminate or give any party the right to terminate, amend, abandon or refuse
      to
      perform, any material agreement, arrangement or commitment to which the Company
      is a party or by which the Company’s assets are bound, or (iii) accelerate or
      modify, or give any party the right to accelerate or modify, the time within
      which, or the terms under which, the Company is to perform any duties or
      obligations or receive any rights or benefits under any material agreement,
      arrangement or commitment to which it is a party.

    


    2.3  Disposal
      of Physical Beauty.
      Immediately after the consummation of the transactions contemplated hereby,
      the
      Company shall transfer, convey and assign Physical Beauty to Mr. Luk,
      representing all the assets and properties and all of the liabilities and
      obligations of the Company contemplated by the Disposal Agreement to be entered
      into between the Company and Mr. Luk as set forth in Exhibit A
      hereto.

     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

    


    The
      Seller represents and warrants to the Company as follows:

    


    3.1  Title
      to Shares.
      The
      Seller has good and marketable title to the Sale Shares and, upon consummation
      of the purchase contemplated herein, the Company will acquire from the Seller
      good and marketable title to the Sale Shares free and clear of all liens and
      encumbrances.

    


    3.2  Due
      Authorization.
      The
      Seller has all requisite power and authority to execute and deliver this
      Agreement, and to consummate the transactions contemplated hereby. The Seller
      has taken all action necessary for the execution and delivery of this Agreement
      and the consummation of the transactions contemplated hereby, and this Agreement
      constitutes the valid and binding obligation of the Seller, enforceable against
      the Seller in accordance with its respective terms, except as may be affected
      by
      bankruptcy, insolvency, moratoria or other similar laws affecting the
      enforcement of creditors' rights generally and subject to the qualification
      that
      the availability of equitable remedies is subject to the discretion of the
      court
      before which any proceeding therefore may be brought.

    


    3.3  No
      Conflicts or Defaults.
      The
      execution and delivery of this Agreement by the Seller and the consummation
      of
      the transactions contemplated hereby do not and shall not (a) contravene the
      governing documents of the Ableforce, or (b) with or without the giving of
      notice or the passage of time, (i) violate, conflict with, or result in a breach
      of, or a default or loss of rights under, any material covenant, agreement,
      mortgage, indenture, lease, instrument, permit or license to which the Seller
      or
      Ableforce is a party or by which they or any of their assets are bound, or
      any
      judgment, order or decree, or any law, rule or regulation to which the Seller
      or
      Ableforce, or any of its or their assets are subject, (ii) terminate or give
      any
      party the right to terminate, amend, abandon or refuse to perform, any material
      agreement, arrangement or commitment to which Seller or Ableforce is a party
      or
      by which Seller or Ableforce or any of its or their assets are bound, or (iii)
      accelerate or modify, or give any party the right to accelerate or modify,
      the
      time within which, or the terms under which, Seller or Ableforce is to perform
      any duties or obligations or receive any rights or benefits under any material
      agreement, arrangement or commitment to which Seller or Ableforce is a
      party.

    


    
      
        
        

      

      
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    3.4  Purchase
      for Investment.

    


    (a)  The
      Seller is acquiring the Company Shares for investment for the Seller's own
      account and not as a nominee or agent, and not with a view to the resale or
      distribution of any part thereof, and the Seller has no present intention of
      selling, granting any participation in, or otherwise distributing the same.
      The
      Seller further represents that it does not have any contract, undertaking,
      agreement or arrangement with any person to sell, transfer or grant
      participation to such person or to any third person, with respect to any of
      the
      Company Shares.

    


    (b)  The
      Seller understands that the Company Shares are not registered under the
      Securities Act of 1933, as amended (the “Securities Act”) on the ground that the
      sale and the issuance of securities hereunder is exempt from registration under
      the Securities Act pursuant to Section 4(2) thereof, and that the Company's
      reliance on such exemption is predicated on the Seller's representations set
      forth herein. The Seller is an "accredited investor" as that term is defined
      in
      Rule 501(a) of Regulation D under the Securities Act.

    


    3.5  Investment
      Experience.
      The
      Seller acknowledges that it can bear the economic risk of its investment, and
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of the investment in the Company
      Shares.

    


    3.6  Information.
      The
      Seller has carefully reviewed such information as the Seller deemed necessary
      to
      evaluate an investment in the Company Shares. To the full satisfaction of the
      Seller, it has been furnished all materials that it has requested relating
      to
      the Company and the issuance of the Company Shares hereunder, and the Seller
      has
      been afforded the opportunity to ask questions of representatives of the Company
      to obtain any information necessary to verify the accuracy of any
      representations or information made or given to the Seller. Notwithstanding
      the
      foregoing, nothing herein shall derogate from or otherwise modify the
      representations and warranties of the Company set forth in this Agreement,
      on
      which the Seller has relied in making an exchange of the Sale Shares for the
      Company Shares.

    


    
                     
        3.7  Restricted
        Securities.
        The
        Seller understands that the Company Shares may not be sold, transferred,
        or
        otherwise disposed of without registration under the Securities Act or an
        exemption there from, and that in the absence of an effective registration
        statement covering the Company Shares or any available exemption from
        registration under the Securities Act, the Company Shares must be held
        indefinitely. The Seller is aware that the Company Shares may not be sold
        pursuant to Rule 144 promulgated under the Securities Act unless all of the
        conditions of that Rule are met. Among the conditions for use of Rule 144
        may be
        the availability of current information to the public about the
        Company.

    

    


    3.8  Disposal
      of Physical Beauty.
      Immediately after the consummation of the transactions contemplated hereby,
      Mr.
      Luk shall accept and assume Physical Beauty from the Company, representing
      all
      the assets and properties and all of the liabilities and obligations of the
      Company contemplated by the Disposal Agreement to be entered into between the
      Company and Mr. Luk as set forth in Exhibit A hereto.

    


    3.9  Organization.
      Ableforce is a corporation duly organized, validly existing and in good standing
      under the laws of the British Virgin Islands, and has the corporate power to
      own
      its properties and to conduct its business as presently conducted.

    


    3.10   
      Financial
      Statements.
      Seller
      has presented the Company with audited financial statements of Ableforce or
      its
      wholly owned subsidiary Good Partner Limited, a Hong Kong corporation, for
      the
      years ended December 31, 2004, and 2005 Such financial statements have been
      prepared in accordance with U.S. generally accepted accounting principles,
      consistently applied, and fairly present the balance sheet and results of
      operations of Ableforce for the periods then presented.

    


    
      
        
        

      

      
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    3.11   
      Absence
      of Certain Changes or Events.
      Except
      as set forth in this Agreement, since the date of the most recent balance sheet
      of Ableforce included in the financial statements delivered pursuant to Section
      3.10 hereof:

    


    (a) There
      has
      not been: (i) any material adverse change in the business, operations,
      properties, level of inventory, assets, or condition of Ableforce, or (ii)
      any
      damage, destruction, or loss to Ableforce materially and adversely affecting
      the
      business, operations, properties, assets, or condition of
      Ableforce;

    


    (b) Ableforce
      has not: (i) amended its organizational documents; (ii) declared or made, or
      agreed to declare or make, any payment of dividends or distributions of any
      assets of any kind whatsoever to stockholders or purchased or redeemed, or
      agreed to purchase or redeem, any of their capital stock; (iii) waived any
      rights of value which in the aggregate are extraordinary and material
      considering the business of Ableforce; (iv) made any material change in their
      method of accounting; (v) entered into any other material transactions other
      than those contemplated by this Agreement; (vi) made any material accrual or
      material arrangement for or payment of bonuses or special compensation of any
      kind or any severance or termination pay to any present or former officer or
      employee; or (vii) made any material increase in any profit-sharing, bonus,
      deferred compensation, insurance, pension, retirement, or other employee benefit
      plan, payment, or arrangement made to, for, or with their officers, directors,
      or employees;

    


    (c) Ableforce
      has not (i) granted or agreed to grant any rights to purchase its registered
      capital; (ii) borrowed or agreed to borrow any funds or incurred, or become
      subject to, any material obligation or liability (absolute or contingent) except
      liabilities incurred in the ordinary course of business; (iii) paid any material
      obligation or liability (absolute or contingent) other than current liabilities
      reflected in or shown on the most recent balance sheet and current liabilities
      incurred since that date in the ordinary course of business; (iv) sold or
      transferred, or agreed to sell or transfer, any of their material assets,
      properties, or rights, or agreed to cancel any material debts or claims; (v)
      made or permitted any amendment or termination of any contract, agreement,
      or
      license to which they are a party if such amendment or termination is material,
      considering the business of Ableforce; or (vi) issued, delivered, or agreed
      to
      issue or deliver any stock, bonds, or other corporate securities including
      debentures (whether authorized and unissued or held as treasury stock);
      and

    


    (d) To
      the
      best knowledge of Seller, Ableforce has not become subject to any law or
      regulation which materially and adversely affects, or in the future would be
      reasonably expected to adversely affect, the business, operations, properties,
      assets, or condition of Ableforce.

     

    3.12 Title
      and Related Matters.
      Except
      as provided herein or disclosed in the most recent Ableforce financial
      statements and the notes thereto, Ableforce has good and marketable title to
      all
      of its properties, inventory, interests in properties, technology, whether
      patented or unpatented (except properties, interests in properties, and assets
      sold or otherwise disposed of since such date in the ordinary course of
      business), free and clear of all mortgages, liens, pledges, charges, or
      encumbrances, except (i) statutory liens, mortgages, loans or claims not yet
      delinquent; and (ii) such imperfections of title and easements as do not, and
      will not, materially detract from, or interfere with, the present or proposed
      use of the properties subject thereto or affected thereby or otherwise
      materially impair present business operations on such properties. To the best
      knowledge of Seller, Ableforce’s technology does not infringe on the copyright,
      patent, trade secret, know-how, or other proprietary right of any other person
      or entity and comprises all such rights necessary to permit the operation of
      its
      businesses as now being conducted or as contemplated.

    


    3.13 Litigation
      and Proceedings.
      There
      are no material actions, suits, or proceedings pending or, to the knowledge
      of
      Seller, threatened by or against Ableforce or adversely affecting it, at law
      or
      in equity, before any court or other governmental agency or instrumentality,
      domestic or foreign, or before any arbitrator of any kind. Seller 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.

    


    3.14 Material
      Contract Defaults.
      Ableforce 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 financial condition of it,
      and
      there is no event of default or other event which, with notice or lapse of
      time
      or both, would constitute a default in any material respect under any such
      contract, agreement, lease, or other commitment in respect of which Ableforce
      has not taken adequate steps to prevent such a default from
      occurring.

     

                    3.15
      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 Ableforce is a party or to which
      any
      of its properties or operations are subject.

    
       

    

    3.16 Government
      Authorizations.
      Ableforce has all licenses, franchises, permits, and other governmental
      authorizations that are legally required to enable it to conduct its business
      in
      all material respects as conducted on the date of this Agreement. 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 Ableforce of this Agreement and the consummation
      by Ableforce of the transactions contemplated hereby.

    


    3.17 Compliance
      With Laws and Regulations.
      Ableforce has complied with all applicable statutes and regulations of any
      governmental entity or agency thereof having jurisdiction over it, except to
      the
      extent that noncompliance would not materially and adversely affect the
      business, operations, properties, assets, or condition of it, or except to
      the
      extent that noncompliance would not result in the occurrence of any material
      liability for Ableforce. To the best knowledge of Seller, the consummation
      of
      this transaction will comply with all applicable statutes and regulations,
      subject to the preparation and filing of any forms required by state and federal
      U.S. securities laws, and the filing of any applications or approvals with
      governmental entities of the Hong Kong SAR of the People’s Republic of
      China.


    
      
        
        

      

      
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      ARTICLE IV  

    


    INDEMNIFICATION

    


    4.1  Indemnity
      of the Company.
      The
      Company agrees to defend, indemnify and hold harmless the Seller from and
      against, and to reimburse the Seller with respect to, all liabilities, losses,
      costs and expenses, including, without limitation, reasonable attorneys' fees
      and disbursements, asserted against or incurred by the Seller by reason of,
      arising out of, or in connection with any material breach of any representation
      or warranty contained in this Agreement made by the Company or in any document
      or certificate delivered by the Company pursuant to the provisions of this
      Agreement or in connection with the transactions contemplated
      thereby.

    


    4.2  Indemnity
      of the Seller.
      The
      Seller agrees to defend, indemnify and hold harmless the Company from and
      against, and to reimburse the Company with respect to, all liabilities, losses,
      costs and expenses, including, without limitation, reasonable attorneys' fees
      and disbursements, asserted against or in-curred by the Company by reason of,
      arising out of, or in connection with any material breach of any representation
      or warranty contained in this Agreement and made by the Seller in any document
      or certificate delivered by the Seller pursuant to the provisions of this
      Agreement or in connection with the transactions contemplated
      thereby.

    


    4.3  Indemnification
      Procedure.
      A party
      (an “Indemnified Party”) seeking indemnification shall give prompt notice to the
      other party (the “Indemnifying Party”) of any claim for indemnification arising
      under this Article 4. The Indemnifying Party shall have the right to assume
      and
      to control the defense of any such claim with counsel reasonably acceptable
      to
      such Indemnified Party, at the Indemnifying Party's own cost and expense,
      including the cost and expense of reasonable attorneys' fees and disbursements
      in connection with such defense, in which event the Indemnifying Party shall
      not
      be obligated to pay the fees and disbursements of separate counsel for such
      in
      such action. In the event, however, that such Indemnified Party's legal counsel
      shall determine that defenses may be available to such Indemnified Party that
      are different from or in addition to those available to the Indemnifying Party,
      in that there could reasonably be expected to be a conflict of interest if
      such
      Indemnifying Party and the Indemnified Party have common counsel in any such
      proceeding, or if the Indemnified Party has not assumed the defense of the
      action or proceedings, then such Indemnifying Party may employ separate counsel
      to represent or defend such Indemnified Party, and the Indemnifying Party shall
      pay the reasonable fees and disbursements of counsel for such Indemnified Party.
      No settlement of any such claim or payment in connection with any such
      settlement shall be made without the prior consent of the Indemnifying Party
      which consent shall not be unreasonably withheld.

     

          
      ARTICLE V  

    


    DELIVERIES

    


    5.1  Items
      to
      be delivered to the Seller prior to or at Closing by the Company:

    (a)  certificates
      representing 15,328,070 shares of the Company’s $.001 par value common stock
      issued in the denominations as directed by the Seller, duly authorized, validly
      issued, fully paid for and non-assessable;

    (b)  copies
      of
      board, and if applicable, shareholder resolutions approving this transaction
      and
      authorizing the issuances of the shares hereto;

    (c)  a
      certificate, in form reasonably acceptable to the Seller, signed by an
      authorized officer of the Company dated the Closing Date, certifying that the
      representations and warranties made by the Company shall be accurate in all
      material respects as of the date hereof and as of the Closing Date and the
      terms
      and conditions of this Agreement to be performed and complied with by the
      Company on or prior to the Closing Date shall have been performed and complied
      with by the Company on or prior to the Closing Date;

    (d)  any
      other
      document reasonably requested by the Seller that it deems necessary for the
      consummation of this transaction.

    


    5.2  Items
      to
      be delivered by the Seller to the Company prior to or at Closing by
      Seller:

    (a)  certificate
      representing the Sales Shares with applicable stock powers;

    (b)  copies
      of
      board, and if applicable, shareholder resolutions approving this transaction
      and
      authorizing the transfer of the shares hereto;

    (c)  a
      certificate, in form reasonably acceptable to the Company, signed by the Seller
      dated the Closing Date, certifying that the representations and warranties
      made
      by the Seller shall be accurate in all material respects as of the date hereof
      and as of the Closing Date and the terms and conditions of this Agreement to
      be
      performed and complied with by the Seller on or prior to the Closing Date shall
      have been performed and complied with by the Seller on or prior to the Closing
      Date; and

    (d)  any
      other
      document reasonably requested by the Company that it deems necessary for the
      consummation of this transaction.


    
      
        
        

      

      
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      ARTICLE VI  

    


    CONDITIONS
      PRECEDENT

    


    6.1  Conditions
      Precedent to Closing.
      The
      obligations of the parties under this Agreement shall be and are subject to
      fulfillment, prior to or at the Closing, of each of the following
      conditions:

    


    (a)  that
      each
      of the representations and warranties of the parties contained herein shall
      be
      true and correct at the time of the Closing Date as if such representations
      and warranties were made at such time; and

    (b)  that
      the
      parties shall have performed or complied with all agreements, terms and
      conditions required by this Agreement to be performed or complied with by
them
      prior to or at the time of the Closing.

    


    6.2  Conditions
      to Obligations of the Seller.
      The
      obligations of the Seller shall be subject to fulfillment prior to or at the
      Closing, of each of the following conditions:

    


    (a)  the
      Company shall have paid all of its own costs and expenses associated with this
      Agreement and the transactions contemplated herein;

    (b)  the
      Company shall have received all of the regulatory, shareholder and other third
      party consents, permits, approvals and authorizations necessary to consummate
      the transactions contemplated by this Agreement;

    


    6.3  Conditions
      to Obligations of the Company.
      The
      obligations of the Company shall be subject to fulfillment prior to or at the
      Closing, of each of the following conditions:

    


    (a)  The
      Seller shall have paid all of their own costs and expenses associated with
      this
      Agreement and the transactions contemplated herein;

    (b)  The
      Seller shall have received all of the regulatory, shareholder and other third
      party consents, permits, approvals and authorizations necessary to consummate
      the
      transactions contemplated by this Agreement.

    


      
      ARTICLE VII  

    


    NO
      PUBLIC
      DISCLOSURE

    


    Without
      the prior written consent of the others, none of the Company or the Seller
      will,
      and will each cause their respective representatives not to, make any release
      to
      the press or other public disclosure with respect to either the fact that
      discussions or negotiations have taken place concerning the transactions
      contemplated by this Agreement, the existence or contents of this Agreement
      or
      any prior correspondence relating to this transactions contemplated by this
      Agreement, except for such public disclosure as may be necessary, in the written
      opinion of outside counsel (reasonably satisfactory to the other parties) for
      the party proposing to make the disclosure not to be in violation of or default
      under any applicable law, regulation or governmental order. If either party
      proposes to make any disclosure based upon such an opinion, that party will
      deliver a copy of such opinion to the other party, together with the text of
      the
      proposed disclosure, as far in advance of its disclosure as is practicable,
      and
      will in good faith consult with and consider the suggestions of the other party
      concerning the nature and scope of the information it proposes to
      disclose.

     

        
      ARTICLE VIII  

    


    TERMINATION

     

    This
      Agreement may be terminated at any time before or, at Closing, by:

    


    (a)  the
      mutual agreement of the parties;

    (b)  any
      party
      if:

    (i)     any
      provision of this Agreement applicable to a party shall be materially untrue
      or
      fail to be accomplished; 

    (ii)   
      any
      legal
      proceeding shall have been instituted or shall be imminently threatening to
      delay, restrain or prevent the 

             consummation
      of this Agreement; or

    (iii)   
      the
      conditions precedents to Closing are not satisfied.

     

    Upon
      termination of this Agreement for any reason, in accordance with the terms
      and
      conditions set forth in this paragraph, each said party shall bear all costs
      and
      expenses as each party has incurred and no party shall be liable to the
      other.

    


    
      
        
        

      

      
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      ARTICLE IX  

    


    MISCELLANEOUS

    


    9.1  Survival
      of Representations, Warranties and Agreements.
      All
      representa-tions and warranties and statements made by a party to in this
      Agreement or in any document or certificate de-livered pursuant hereto shall
      survive the Closing Date for so long as the applicable statute of limitations
      shall remain open. Each of the parties hereto is executing and carrying out
      the
      provisions of this agreement in reliance upon the representations, warranties
      and covenants and agreements contained in this agreement or at the closing
      of
      the transactions herein provided for and not upon any investigation which it
      might have made or any representations, warranty, agreement, promise or
      information, written or oral, made by the other party or any other person other
      than as specifically set forth herein.

    


    9.2  Access
      to Books and Records.
      During
      the course of this transaction through Closing, each party agrees to make
      available for inspection all corporate books, records and assets, and otherwise
      afford to each other and their respective representatives, reasonable access
      to
      all documentation and other information concerning the business, financial
      and
      legal conditions of each other for the purpose of conducting a due diligence
      investigation thereof. The parties further agree to keep confidential and not
      use for their own benefit, except in accordance with this Agreement any
      information or documentation obtained in connection with any such
      investigation.

    


    9.3  Further
      Assurances.
      If, at
      any time after the Closing, the parties shall consider or be advised that any
      further deeds, assignments or assurances in law or that any other things are
      necessary, desirable or proper to complete the merger in accordance with the
      terms of this agreement or to vest,
      perfect or confirm, of record or otherwise, the title to any property or rights
      of the parties hereto, the parties agree that their proper officers and
      directors shall execute and deliver all such proper deeds, assignments and
      assurances in law and do all things necessary, desirable or proper to vest,
      perfect or confirm title to such property or rights and otherwise to carry
      out
      the purpose of this Agreement, and that the proper officers and directors the
      parties are
      fully
      authorized to take any and all such action.

    


    9.4  Notice.
      All
      communications, notices, requests, consents or demands given or required under
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered to, or received by prepaid registered or certified mail or
      recognized overnight courier addressed to, or upon receipt of a facsimile sent
      to, the party for whom intended, as follows, or to such other address or
      facsimile number as may be furnished by such party by notice in the manner
      provided herein:

    


    If
      to the Company:

    


    40/F.,
      Tower One, Times Square

    1
      Matheson Street,

    Causeway
      Bay, Hong Kong

    Attn:
      Ms.
      Darrie Lam

    Telecopy:
      852.2573.2930

    


    with
      a copy to:

    


    Harold
      H.
      Martin, Esq.

    Martin
      & Pritchett, P.A.

    17115
      Kenton Drive,

    Suite
      202A

    Cornelius,
      North Carolina 28031

    Telecopy:
      704.895.1528

    


    If
      to the Seller:

    


    Flat
      A,
      5/F., Mei Foo Sun Chuen

    120
      Broadway,

    Kowloon,
      Hong Kong

    Attn:
      Mr.
      Ngai Keung LUK

    Telecopy:
      852.2890.9484

     

    
      
        
        

      

      
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    9.5  Entire
      Agreement.
      This
      Agreement, and any instruments and agreements to be executed pursuant to this
      Agreement, sets forth the entire understanding of the parties hereto with
      respect to its subject matter, merges and supersedes all prior and
      contemporaneous understandings with respect to its subject matter and may not
      be
      waived or modified, in whole or in part, except by a writing signed by each
      of
      the parties hereto. No waiver of any provision of this Agreement in any instance
      shall be deemed to be a waiver of the same or any other provision in any other
      instance. Failure of any party to enforce any provision of this Agreement shall
      not be construed as a waiver of its rights under such provision.

    


    9.6  Successors
      and Assigns.
      This
      Agreement shall be binding upon, enforceable against and inure to the benefit
      of, the parties hereto and their respective heirs, administrators, executors,
      personal representatives, successors and assigns, and nothing herein is intended
      to confer any right, remedy or benefit upon any other person. This Agreement
      may
      not be assigned by any party hereto except with the prior written consent of
      the
      other parties, which consent shall not be unreasonably withheld.

    


    9.7  Governing
      Law.
      This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the laws of the State of Delaware as applicable to agreements made and fully
      to
      be performed in such state, without giving effect to conflicts of law
      principles.

    


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

    


    9.9  Construction.
      Headings contained in this Agreement are for convenience only and shall not
      be
      used in the interpretation of this Agreement. References herein to Articles,
      Sections and Exhibits are to the articles, sections and exhibits, respectively,
      of this Agreement. As used herein, the singular includes the plural, and the
      masculine, feminine and neuter gender each includes the others where the context
      so indicates.

    


    9.10  Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, this Agreement shall be interpreted and enforceable
      as
      if such provision were severed or limited, but only to the extent necessary
      to
      render such provision and this Agreement enforceable.

    


     

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    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
      of
      the date first set forth above.

     

     

    PHYSICAL
      SPA & FITNESS INC.

    


    By:
      /s/
      Darrie Lam

    Name:
      Darrie Lam

    Its:
      Chief Financial Officer

     

    Seller:
      NGAI KEUNG LUK

     

    By:
      /s/
      Ngai Keung Luk

    Name:
      Ngai Keung Luk

    (In
      His
      Individual Capacity) 

    

      
        
          
          

        

        
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