Exhibit 10.1


    FLEX
      SHARE EXCHANGE AGREEMENT

     

    THIS
      AGREEMENT is made and effective as of February 8, 2007 (the "Effective Date")
      between LIorn Kylo (the "Seller") and Flex Resources Co. Ltd. (Nevada)
      ("NevadaCo"). 

     

    WHEREAS:
      

     

    	A.  	
            Pursuant
              to this Agreement, the Seller has agreed to sell and NevadaCo has agreed
              to purchase all 2,900,000 of the Seller's shares (the "Subsidiary Shares")
              in the capital of Flex Resources Ltd. ("Subco"). These are all of the
              issued and outstanding shares of Subco. 

          


     

    	B.  	
            NevadaCo
              shall issue and deliver to the Seller 2,900,000 shares of its common
              stock
              to the Seller as consideration for the Subco Shares.
              

          


     

    	C.  	
            In
              connection with these transactions, Subco shall become a wholly-owned
              subsidiary of NevadaCo on the Effective Date.


          


     

    NOW
      THEREFORE, the patties agree as follows: 

     

    	1.  	
            Purchase
              and Sale.
              On
              the Effective Date, NevadaCo shall purchase from the Seller and the
              Seller
              shall sell, assign and transfer to NevadaCo the Subco Shares. NevadaCo
              shall pay the Seller 2,900,000 shares of its common stock to the Seller
              as
              full and final consideration for the Subco Shares ..
              

          


     

    	2.  	
            Representation
              and Warranty of the Seller.
              To
              induce NevadaCo to enter into and complete the transaction contemplated
              by
              this Agreement, the Seller hereby represents and warrants to and covenants
              with NevadaCo that he owns good and marketable title to the Subco Shares
              as the legal and beneficial owner thereof free and clear of any liens,
              charges and encumbrances. 

          


     

    	3.  	
            Representations
              and Warranties of NevadaCo.
              NevadaCo hereby represents and warrants to and covenants with the Seller
              that (a) NevadaCo is duly organized, validly exists and is in good
              standing under the laws of Nevada, (b) when issued to the Seller the
              common shares of NevadaCo shall not be subject to any liens, security
              interests, encumbrances or other claims, and (c) NevadaCo has the full
              power, authority, right and capacity to execute and deliver this
              Agreement, to complete the transactions contemplated hereby and to
              duly
              observe and perform all ofits covenants and obligations herein set
              forth.
              

          


     

    IN
      WITNESS WHEREOF the parties have duly executed this Agreement as of the date
      first written above.

     

     

    /s/
      Llorn Kylo

    Llorn
      Kylo

     

    


    Flex
      Resources Co. Ltd. (Nevada)

     

    /s/
      Llorn Kylo

    Authorized
      Signatory