ASSET
      SALE AGREEMENT

    


    THIS
      ASSET SALE AGREEMENT (this “Agreement”) is made this 15th
      day of
      May 2005, by and among GUANO DISTRIBUTORS, INC, a Nevada corporation (“Guano”):
      GUANO DISTRIBUTORS PTY LTD, a South African Limited Company (“GDL”); and DAVID
      WALLACE (“Wallace”), based on the following:

    


    Recitals

    


    Guano
      wishes to acquire all the ownership interest stock of GDL from Wallace in
      exchange for assumption of all associated debts and liabilities of GDL, the
      option to purchase 20,000,000 shares of Guano at $0.001 per share and
      appointment to the Board of Directors of Guano for Wallace.

    


    Agreement

    


    Based
      on
      the stated premises, which are incorporated herein by reference, and for and
      in
      consideration of the mutual covenants and agreements hereinafter set forth,
      the
      mutual benefits to the parties to be derived here from, and other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, it is hereby agreed as follows.

    


    ARTICLE
      1

    


    CLOSING

    


    1.01 Exchange
      of Interests.
      On the
      terms and subject to the conditions set forth in this Agreement on the Closing
      Date (as defined in Section
      1.05
      hereof)
      GDL shall assign transfer and deliver to Guano, free and clear of all liens,
      pledges, encumbrances, charges, restrictions, or claims of any kind, nature,
      or
      description, all of their respective ownership interest in GDL (the “GDL
      Shares”) owned by Wallace which interests shall represent one hundred percent
      (100%) of the ownership interest in GDL, and Guano agrees to acquire such
      ownership interests on such date by issuing and delivering in exchange therefore
      an assignment of all liabilities and debts of Sociaf from Wallace to Guano
      (the
“Sociaf Assignment”). Such Assignment shall be presented to encompass all debts
      and liabilities of Sociaf and shall be duly notarized as of the Closing
      date.

    


    1.02 Closing.
      The
      Closing contemplated hereby shall be held at a mutually agreed upon time and
      place on or before May 15, 2005, (the “Closing Date”). The Agreement may be
      closed at any time following approval by a majority of the board of directors
      of
      GDL. The Closing may be accomplished by wire, express mail, overnight courier,
      conference telephone call or as otherwise agreed to by the respective parties
      or
      their duly authorized representatives.

    


    1.03 Closing
      Events.

    


    (a) Wallace
      Deliveries.
      Subject
      to fulfillment or waiver of the conditions set forth in Article
      IV,
      Wallace
      shall deliver to Guano at Closing all the following:

    


    (i)
      Copies of the resolutions of GDL’s board of directors’ minutes or consents
      authorizing the execution and performance of this Agreement and the contemplated
      transactions. In addition to the above deliveries, Wallace shall take all steps
      and actions as Guano may reasonably request or as may otherwise be reasonably
      necessary to consummate the transactions contemplated hereby.

    


    (b) Guano
      Deliveries.
      Subject
      to fulfillment or waiver of the conditions set forth in Article
      V,
      Guano
      shall deliver to Wallace at Closing all the following:

    


    
      	
            	(i)	
              Option
                agreement for the purchase of 20,000,000 shares of Guano at $0.001
                per
                share.

            


    

     

    
      	
            	(ii)	
              Appointment
                to the Board of Directors of Guano for
                Wallace.

            


    

    


    In
      addition to the above deliveries, Guano shall take all steps and actions as
      Wallace may reasonably request or as may otherwise be reasonably necessary
      to
      consummate the transactions contemplated hereby.

    


    
      
         

      

      
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    ARTICLE
      II

    MISCELLANEOUS

    


    The
      covenants set forth in this section shall survive the Closing Date and the
      consummation of the transactions herein contemplated.

    


    2.01 No
      Representation Regarding Tax Treatment.
      No
      representation or warranty is being made by any party to any other regarding
      the
      treatment of this transaction for national, provincial, federal or state income
      taxation. Each party has relied exclusively on its own legal, accounting. and
      other tax adviser regarding the treatment of this transaction for federal and
      state income taxes and on no representation, warranty, or assurance from any
      other party or such other party’s legal, accounting, or other
      adviser.

    


    2.02 Governing
      Law.
      This
      Agreement shall be governed by, enforced and construed under and in accordance
      with the laws of the State of Nevada.

    


    2.03 Notices.
      Any
      notices or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered, if sent by facsimile or telecopy
      transmission or other electronic communication confirmed by registered or
      certified mail, postage prepaid, or if sent by prepaid overnight courier to
      the
      address of the respective parties 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 or sent by facsimile or telecopy transmission or other electronic
      communication, or one day after the date so sent by overnight
      courier,

    


    2.04 Entire
      Agreement.
      This
      Agreement represents the entire agreement between the parties relating to the
      subject matter hereof. All previous agreements between the parties, whether
      written or oral have been merged into this Agreement. 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, understandings, agreements,
      representations, or warranties, written or oral, except as set forth
      herein

    


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

    


    2.06 Acceptance
      by Fax.
      This
      Agreement shall be accepted, effective and binding, for all purposes, when
      the
      parties shall have signed and transmitted to each other, by telecopier or
      otherwise, copies of the signature pages hereto.

    


    IN
      WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to
      be
      executed by their respective officers, hereunto duly authorized, as of the
      date
      first above written.

     

    
      	
              GUANO
                DISTRIBUTORS, INC

              a Nevada corporation     

            	 	
              GUANO
                DISTRIBUTORS, PTY LTD.

              a
                South African Limited Company

            
	 	 	 	 	 
	 	 	 	 	 
	By:	
            	 	By:
	
            
	 	
              
Its
              Duly Authorized Officer	 	 	
              
Its
              Duly Authorized Officer
	 	Robert Russell 	 	 	
              David
                Wallace

            


    

     

    
      
         

      

      
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