[EXHIBIT 10.1]
                    SHARE EXCHANGE AGREEMENT
                    ------------------------

        This  SHARE EXCHANGE AGREEMENT (this "Agreement"),  dated
                                              ---------
as  of  August  15,  2007, is by and among  Six  Diamond  Resorts
International (f/n/a Six Diamond Resorts International), a Cayman
Islands  exempted  company (the "Parent "), Six  Diamond  Resorts
                                 ------
International, S.A., a company organized under the  laws  of  the
Republic of Panama (the "Company"), and the Stockholders  of  the
                         -------
Company  signatory  hereto  (the  "Stockholders").  Each  of  the
                                   ------------
parties to this Agreement is individually referred to herein as a
"Party" and collectively, as the "Parties."

                           BACKGROUND
                           ----------

        The  Company has 9,742,000 shares of capital  stock  (the
"Company  Stock")  outstanding, all of  which  are  held  by  the
 --------------
Stockholders.  Each  of  the  Stockholders  is  the  record   and
beneficial  owner  of the number of shares of Company  Stock  set
forth  opposite  such Stockholder's name on  Exhibit  A  attached
                                             -------
hereto.  Each of the Stockholders has agreed to transfer  all  of
his,  her or its shares of Company Stock in exchange for a number
of  newly issued Ordinary Shares, $0.00320375 par value,  of  the
Parent   (the  "Parent  Ordinary  Shares")  that  will,  in   the
                ------------------------
aggregate,  constitute  approximately 96.1%  of  the  issued  and
outstanding share capital of the Parent on a fully-diluted  basis
as of and immediately after the Closing, and before giving effect
to  the Financing (as defined in Section 7.12 hereof). The number
                                 ------------
of  shares  of  Parent  Ordinary Shares to be  received  by  each
Stockholder  shall be as listed opposite such Stockholder's  name
on Exhibit A to this Agreement. The aggregate number of shares of
   ---------
Parent  Ordinary Shares that will be reflected on  Exhibit  A  is
                                                   ----------
referred to herein as the "Shares".
                           ------

        The  Board  of  Directors of the Parent and  the  Company
have  determined  that it is desirable to  effect  this  plan  of
reorganization and share exchange.

                            AGREEMENT
                            ---------

        NOW THEREFORE, the parties agree as follows:

                            ARTICLE I

                       Exchange of Shares
                       ------------------

    SECTION  1.01. Exchange by Stockholders. At the  Closing  (as
                   ------------------------
defined  in  Section 1.02), each of the Stockholders shall  sell,
             ------------
transfer,  convey, assign and deliver to the Parent  its  Company
Stock  free and clear of all Liens (as defined below) in exchange
for  the  Parent  Ordinary  Shares to  be  listed  on  Exhibit  A
                                                       ----------
opposite such Stockholder's name.

    SECTION  1.02.  Closing. The closing (the "Closing")  of  the
                    -------                    -------
transactions contemplated hereby (the "Transactions ") shall take
place  at  the  offices of Six Diamond Resorts  International  in
Houston,  TX  commencing at 9:00 a.m. local time  on  the  second
business  day  following  the  satisfaction  or  waiver  of   all
conditions  to  the obligations of the parties to consummate  the


<PAGE>


Transactions  contemplated  hereby (other  than  conditions  with
respect  to  actions  the respective parties  will  take  at  the
Closing  itself), or such other date and time as the parties  may
mutually determine (the "Closing Date").
                         ------------

                           ARTICLE II

         Representations and Warranties of Stockholders
         ----------------------------------------------

    Each  of  the Stockholders hereby severally (and not jointly)
represents and warrants to the Parent with respect to itself,  as
follows:

    SECTION  2.01. Good Title. The Stockholder is the record  and
                   ----------
beneficial  owner, and has good title to its Company Stock,  with
the  right and authority to sell and deliver such Company  Stock.
Upon  delivery of any certificate or certificates duly  assigned,
representing  the  same  as  herein  contemplated   and/or   upon
registering of the Parent as the new owner of such Company  Stock
in  the  share  register of the Company, the Parent will  receive
good  title  to such Company Stock, free and clear of all  liens,
security  interests, pledges, equities and claims  of  any  kind,
voting  trusts,  stockholder agreements  and  other  encumbrances
(collectively, "Liens").
                -----

    SECTION  2.02.  Organization. Each  Stockholder  that  is  an
                    ------------
entity is duly organized and validly existing in its jurisdiction
of organization.

    SECTION  2.03. Power and Authority. Each Stockholder that  is
                   -------------------
an  entity  has  the  legal power and authority  to  execute  and
deliver  this Agreement and to perform its obligations hereunder.
All  acts  required to be taken by the Stockholder to enter  into
this  Agreement  and  to  carry out the  Transactions  have  been
properly  taken.  This Agreement constitutes a legal,  valid  and
binding  obligation of the Stockholder, enforceable against  such
Stockholder in accordance with the terms hereof.

    SECTION  2.04.  No Conflicts. The execution and  delivery  of
                    ------------
this  Agreement  by  the Stockholder and the performance  by  the
Stockholder of its obligations hereunder in accordance  with  the
terms hereof: (i) will not require the consent of any third party
or  any federal, state, local or foreign government or any  court
of competent jurisdiction, administrative agency or commission or
other  governmental  authority  or instrumentality,  domestic  or
foreign   ("Governmental  Entity")  under  any  statutes,   laws,
            --------------------
ordinances,   rules,  regulations,  orders,  writs,  injunctions,
judgments,  or  decrees  (collectively, "Laws");  (ii)  will  not
                                         ----
violate  any Laws applicable to such Stockholder and  (iii)  will
not  violate or breach any contractual obligation to  which  such
Stockholder is a party.

    SECTION  2.05.  No  Finder's Fee.  The  Stockholder  has  not
                    ----------------
created  any obligation for any finder's, investment banker's  or
broker's fee in connection with the Transactions.

    SECTION  2.06. Purchase Entirely for Own Account. The  Parent
                   ---------------------------------
Ordinary  Shares  proposed  to  be acquired  by  the  Stockholder
hereunder  will be acquired for investment for its  own  account,
and  not  with a view to the resale or distribution of  any  part
thereof, and the Stockholder has no present intention of  selling
or  otherwise distributing the Parent Ordinary Shares, except  in


<PAGE>


compliance with applicable securities laws.

      SECTION  2.07.  Available Information. The Stockholder  has
                      ---------------------
such  knowledge and experience in financial and business  matters
that  it  is  capable  of  evaluating the  merits  and  risks  of
investment in the Parent.

    SECTION  2.08. Non-Registration. The Stockholder  understands
                   ----------------
that the Parent Ordinary Shares has not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and, if
                                         --------------
issued in accordance with the provisions of this Agreement,  will
be issued by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among  other
things,  the  bona fide nature of the investment intent  and  the
accuracy   of  the  Stockholder's  representations  as  expressed
herein.

    SECTION   2.09.   Restricted  Securities.   The   Stockholder
                      ----------------------
understands  that the Parent Ordinary Shares is characterized  as
"restricted securities" under the Securities Act inasmuch as this
Agreement  contemplates  that, if  acquired  by  the  Stockholder
pursuant hereto, the Parent Ordinary Shares would be acquired  in
a  transaction  not involving a public offering. The  Stockholder
further acknowledges that if the Parent Ordinary Shares is issued
to  the  Stockholder  in accordance with the provisions  of  this
Agreement, such Parent Ordinary Shares may not be resold  without
registration  under  the Securities Act or the  existence  of  an
exemption  therefrom.  The  Stockholder  represents  that  it  is
familiar with Rule 144 promulgated under the Securities  Act,  as
presently  in  effect,  and understands  the  resale  limitations
imposed thereby and by the Securities Act.

    SECTION  2.10.  Legends.  It is understood  that  the  Parent
                    -------
Ordinary  Shares will bear the following legend or  one  that  is
substantially similar to the following legend:

        THESE  SECURITIES  HAVE  NOT BEEN  REGISTERED  UNDER  THE
        SECURITIES  ACT OF 1933 (THE "SECURITIES ACT")  OR  UNDER
        APPLICABLE  STATE SECURITIES LAWS AND MAY  NOT  BE  SOLD,
        TRANSFERRED  OR  OTHERWISE DISPOSED OF UNLESS  REGISTERED
        UNDER   THE  SECURITIES  ACT  AND  ANY  APPLICABLE  STATE
        SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS  FROM
        SUCH  REGISTRATION, PROVIDED THAT THE SELLER DELIVERS  TO
        THE  COMPANY  AN  OPINION OF COUNSEL  (WHICH  OPINION  IS
        REASONABLY  SATISFACTORY TO THE COMPANY)  CONFIRMING  THE
        AVAILABILITY OF SUCH EXEMPTION. THESE SECURITIES  MAY  BE
        PLEDGED  IN  CONNECTION WITH A BONA FIDE  MARGIN  ACCOUNT
        SECURED  BY  SUCH SECURITIES TO THE EXTENT  PERMITTED  BY
        APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

         (a)  Any legend required by the "blue sky" laws  of  any
     state  to  the  extent  such  laws  are  applicable  to  the
     securities represented by the certificate so legended.

    SECTION  2.11.  Accredited Investor. The  Stockholder  is  an
                    -------------------
"accredited  investor" within the meaning of Rule 501  under  the


<PAGE>


Securities Act and was not organized for the specific purpose  of
acquiring the Parent Ordinary Shares.

                           ARTICLE III

          Representations and Warranties of the Company
          ---------------------------------------------

    The Company represents and warrants to the Parent that:

    SECTION  3.01. Organization, Standing and Power. The  Company
                   --------------------------------
is  duly  organized, validly existing and in good standing  under
the laws of the jurisdiction in which it is organized and has the
corporate  power  and  authority and possesses  all  governmental
franchises,  licenses,  permits,  authorizations  and   approvals
necessary  to  enable  it to own, lease  or  otherwise  hold  its
properties and assets and to conduct its businesses as  presently
conducted,   other  than  such  franchises,  licenses,   permits,
authorizations  and approvals the lack of which, individually  or
in  the  aggregate,  has  not had and  would  not  reasonably  be
expected  to  have a material adverse effect on  the  Company,  a
material adverse effect on the ability of the Company to  perform
its  obligations under this Agreement or on the  ability  of  the
Company  to  consummate  the Transactions  (a  "Company  Material
                                                -----------------
Adverse Effect"). The Company is duly qualified to do business in
--------------
each  jurisdiction  where  the nature  of  its  business  or  its
ownership  or  leasing of its properties make such  qualification
necessary  except  where  the failure to  so  qualify  would  not
reasonably be expected to have a Company Material Adverse Effect.
The  Company has delivered to the Parent true and complete copies
of  the memorandum and articles of association of the Company and
such  other constituent instruments of the Company as may  exist,
each as amended to the date of this Agreement (as so amended, the
"Company  Constituent Instruments"), and the comparable  charter,
 --------------------------------
organizational  documents  and other constituent  instruments  of
each Company Subsidiary, in each case as amended through the date
of this Agreement.

    SECTION 3.02. Company Subsidiaries; Equity Interests.
                  --------------------------------------

         (a)  The  Company has no subsidiaries and does not  own,
     directly   or  indirectly,  any  capital  stock,  membership
     interest,  partnership interest, joint venture  interest  or
     other equity interest in any person.

    SECTION  3.03.  Capital  Structure.  The  authorized  capital
                    ------------------
stock  of  the  Company consists of 100,000,000 ordinary  shares,
$.00320375  par  value, of which 400,433 shares  are  issued  and
outstanding.  Except  as set forth above, no  shares  of  capital
stock  or  other  voting securities of the  Company  are  issued,
reserved  for issuance or outstanding. All outstanding shares  of
the  capital  stock  of the Company are duly authorized,  validly
issued, fully paid and nonassessable and not subject to or issued
in  violation of any purchase option, call option, right of first
refusal,  preemptive  right, subscription right  or  any  similar
right under any provision of the applicable corporate laws of the
Republic  of Panama, the Company Constituent Instruments  or  any
Contract (as defined in Section 3.05) to which the Company  is  a
                        ------------
party  or  otherwise bound. Except as set forth in  this  Section
                                                          -------
3.03,  there  are  not  any  bonds, debentures,  notes  or  other
----
indebtedness of Company having the right to vote (or  convertible
into,  or exchangeable for, securities having the right to  vote)
on  any  matters  on  which holders of  Company  Stock  may  vote
("Voting  Company Debt"). Except as set forth above,  as  of  the
  --------------------


<PAGE>


date  of  this  Agreement, there are not any  options,  warrants,
rights,  convertible or exchangeable securities, "phantom"  stock
rights, stock appreciation rights, stock-based performance units,
commitments, Contracts, arrangements or undertakings of any  kind
to  which the Company is a party or by which any of them is bound
(i) obligating the Company to issue, deliver or sell, or cause to
be  issued, delivered or sold, additional shares of capital stock
or  other  equity  interests in, or any security  convertible  or
exercisable  for  or exchangeable into any capital  stock  of  or
other equity interest in, the Company or any Voting Company Debt,
(ii) obligating the Company to issue, grant, extend or enter into
any  such  option,  warrant, call, right,  security,  commitment,
Contract,  arrangement  or undertaking or  (iii)  that  give  any
person the right to receive any economic benefit or right similar
to  or derived from the economic benefits and rights occurring to
holders  of the capital stock of the Company.  There are not  any
outstanding contractual obligations of the Company to repurchase,
redeem  or  otherwise  acquire any shares  of  capital  stock  of
Parent.

    SECTION    3.04.    Authority;   Execution   and    Delivery;
                        ----------------------------------------
Enforceability. The Company has all requisite corporate power and
--------------
authority to execute and deliver this Agreement and to consummate
the  Transactions. The execution and delivery by the  Company  of
this  Agreement  and  the consummation  by  the  Company  of  the
Transactions have been duly authorized and approved by the  Board
of Directors of the Company and no other corporate proceedings on
the part of the Company are necessary to authorize this Agreement
and the Transactions. When executed and delivered, this Agreement
will  be  enforceable against the Company in accordance with  its
terms.

    SECTION 3.05. No Conflicts; Consents.
                  ----------------------

         (a)   The execution and delivery by the Company of  this
Agreement does not, and the consummation of the Transactions  and
compliance  with the terms hereof and thereof will not,  conflict
with,  or result in any violation of or default (with or  without
notice or lapse of time, or both) under, or give rise to a  right
of termination, cancellation or acceleration of any obligation or
to loss of a material benefit under, or result in the creation of
any  Lien  upon  any of the properties or assets of  the  Company
under,  any provision of (i) the Company Constituent Instruments,
(ii)  any  material  contract, lease, license,  indenture,  note,
bond,   agreement,   permit,  concession,  franchise   or   other
instrument (a "Contract ") to which the Company is a party or  by
               --------
which  any of its properties or assets is bound or (iii)  subject
to  the filings and other matters referred to in Section 3.05(b),
                                                 ---------------
any  material judgment, order or decree ("Judgment") or  material
                                          --------
Law  applicable to the Company or its properties or assets, other
than, in the case of clauses (ii) and (iii) above, any such items
that,  individually or in the aggregate, have not had  and  would
not  reasonably  be expected to have a Company  Material  Adverse
Effect.

         (b)  Except for required filings with the Securities and
Exchange  Commission  (the "SEC") and applicable  "Blue  Sky"  or
                            ---
state  securities  commissions, no  material  consent,  approval,
license,  permit,  order  or  authorization  ("Consent")  of,  or
                                               -------
registration,  declaration or filing with, or  permit  from,  any
Governmental Entity is required to be obtained or made by or with
respect  to  the Company or any Company Subsidiary in  connection
with the execution, delivery and performance of this Agreement or
the consummation of the Transactions.


<PAGE>


    SECTION 3.06. Taxes.
                  -----

         (a)   The Company has timely filed, or has caused to  be
timely filed on its behalf, all Tax Returns required to be  filed
by  it, and all such Tax Returns are true, complete and accurate,
except  to the extent any failure to file or any inaccuracies  in
any filed Tax Returns, individually or in the aggregate, have not
had  and  would  not  reasonably be expected to  have  a  Company
Material  Adverse Effect. All Taxes shown to be due on  such  Tax
Returns, or otherwise owed, have been timely paid, except to  the
extent that any failure to pay, individually or in the aggregate,
has  not  had  and  would not reasonably be expected  to  have  a
Company Material Adverse Effect. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of  any
jurisdiction, and the officers of the Company know  of  no  basis
for any such claim.

         (b)  The  Company Financial Statements  (as  defined  in
Section  3.15) reflect an adequate reserve for all Taxes  payable
-------------
by  the Company (in addition to any reserve for deferred Taxes to
reflect  timing differences between book and Tax items)  for  all
Taxable  periods and portions thereof through the  date  of  such
financial statements. No deficiency with respect to any Taxes has
been  proposed, asserted or assessed against the Company, and  no
requests  for  waivers of the time to assess any such  Taxes  are
pending, except to the extent any such deficiency or request  for
waiver,  individually or in the aggregate, has not had and  would
not  reasonably  be expected to have a Company  Material  Adverse
Effect.

          (c) For purposes of this Agreement:

        "Taxes"  includes all forms of taxation, whenever created
         -----
or  imposed,  and whether of the United States or elsewhere,  and
whether  imposed  by  a  local, municipal,  governmental,  state,
foreign,  federal or other Governmental Entity, or in  connection
with any agreement with respect to Taxes, including all interest,
penalties and additions imposed with respect to such amounts.

        "Tax  Return" means all federal, state, local, provincial
         -----------
and  foreign  Tax  returns,  declarations,  statements,  reports,
schedules,  forms  and information returns and  any  amended  Tax
return relating to Taxes.

    SECTION 3.07. Benefit Plans.
                  -------------

         (a)    The  Company  does  not  have  or  maintain   any
collective  bargaining  agreement or any bonus,  pension,  profit
sharing,  deferred  compensation, incentive  compensation,  stock
ownership,   stock   purchase,  stock  option,   phantom   stock,
retirement,  vacation,  severance,  disability,  death   benefit,
hospitalization,   medical   or  other   plan,   arrangement   or
understanding   (whether  or  not  legally   binding)   providing
benefits  to any current or former employee, officer or  director
of  the Company or any Company Subsidiary (collectively, "Company
                                                          -------
Benefit  Plans").   There  are not any severance  or  termination
--------------
agreements  or arrangements between the Company and  any  current
or  former employee, officer or director of the Company, nor does
the Company have any general severance plan or policy.


<PAGE>


         (b)  Since the Company's inception, there has  not  been
any  adoption or amendment in any material respect by the Company
of any Company Benefit Plan.

    SECTION  3.08. Litigation. There is no action, suit, inquiry,
                   ----------
notice of violation, proceeding (including any partial proceeding
such  as a deposition) or investigation pending or threatened  in
writing against or affecting the Company or any of its properties
before   or   by   any   court,   arbitrator,   governmental   or
administrative  agency,  regulatory  authority  (federal,  state,
county,  local  or  foreign), stock  market,  stock  exchange  or
trading  facility  ("Action")  which  (i)  adversely  affects  or
challenges  the legality, validity or enforceability  of  any  of
this  Agreement  or the Shares or (ii) could, if  there  were  an
unfavorable decision, individually or in the aggregate,  have  or
reasonably  be  expected to result in a Company Material  Adverse
Effect.  Neither the Company, nor any director or officer thereof
(in  his or her capacity as such), is or has been the subject  of
any  Action involving a claim or violation of or liability  under
federal  or  state  securities laws  or  a  claim  of  breach  of
fiduciary duty.

    SECTION  3.09. Compliance with Applicable Laws.  The  Company
                   -------------------------------
is  in  compliance  with  all applicable  Laws,  including  those
relating  to  occupational health and safety and the environment,
except  for instances of noncompliance that, individually and  in
the  aggregate, have not had and would not reasonably be expected
to  have  a Company Material Adverse Effect. The Company has  not
received any written communication during the past two years from
a  Governmental Entity that alleges that the Company  is  not  in
compliance in any material respect with any applicable Law.  This
Section  3.09 does not relate to matters with respect  to  Taxes,
-------------
which are the subject of Section 3.06.
                         ------------

    SECTION  3.10.  Brokers; Schedule of Fees  and  Expenses.  No
                    ----------------------------------------
broker,  investment banker, financial advisor or other person  is
entitled to any broker's, finder's, financial advisor's or  other
similar  fee  or  commission in connection with the  Transactions
based upon arrangements made by or on behalf of the Company.

    SECTION  3.11. Contracts. Except as disclosed in the  Company
                   ---------
Disclosure  Letter, there are no Contracts that are  material  to
the   business,  properties,  assets,  condition  (financial   or
otherwise), results of operations or prospects of the Company and
its  subsidiaries taken as a whole. Neither the Company  nor  any
Company  Subsidiary is in violation of or in default  under  (nor
does there exist any condition which upon the passage of time  or
the  giving of notice would cause such a violation of or  default
under) any Contract to which it is a party or by which it or  any
of  its  properties or assets is bound, except for violations  or
defaults  that  would  not, individually  or  in  the  aggregate,
reasonably  be  expected to result in a Company Material  Adverse
Effect.

    SECTION  3.12. Title to Properties. Except as  set  forth  on
                   -------------------
Schedule  3.12, the Company does not own any real  property.  The
--------------
Company has sufficient title to, or valid leasehold interests in,
all  of  its  properties and assets used in the  conduct  of  its
businesses. All such assets and properties, other than assets and
properties in which the Company has leasehold interests, are free
and  clear  of  all  Liens  and except for  Liens  that,  in  the
aggregate,  do  not  and will not materially interfere  with  the
ability   of  the  Company  to  conduct  business  as   currently
conducted.


<PAGE>



    SECTION  3.13.  Intellectual Property. The Company  owns,  or
                    ---------------------
has  validly  licensed or otherwise has the  right  to  use,  all
patents,  patent  rights,  trademarks,  trademark  rights,  trade
names,  trade  name rights, service marks, service  mark  rights,
copyrights and other proprietary intellectual property rights and
computer  programs (collectively, "Intellectual Property Rights")
                                   ----------------------------
which are material to the conduct of the business of the Company.
Schedule  3.13 sets forth a true and correct description  of  all
--------------
Intellectual Property Rights which are material to the conduct of
the  business of the Company. There are no claims pending or,  to
the  knowledge  of the Company, threatened that  the  Company  is
infringing  or  otherwise adversely affecting the rights  of  any
person  with  regard to any Intellectual Property Right.  To  the
knowledge  of the Company, no person is infringing the rights  of
the Company with respect to any Intellectual Property Right.

    SECTION   3.14.  Labor  Matters.  There  are  no   collective
                     --------------
bargaining  or other labor union agreements to which the  Company
is  a  party  or by which it is bound. No material labor  dispute
exists  or,  to  the knowledge of the Company, is  imminent  with
respect to any of the employees of the Company.

    SECTION 3.15. Financial Statements. Prior to the Closing  the
                  --------------------
Company  will  deliver  to  the Parent its  audited  consolidated
financial statements for the fiscal years ended December 31, 2006
and  unaudited consolidated financial statements for  the  period
ended   June  30,  2007  (collectively,  the  "Company  Financial
                                               ------------------
Statements").  Upon  delivery, the Company  Financial  Statements
----------
will  have  been  prepared in accordance with generally  accepted
accounting  principles applied on a consistent  basis  throughout
the  periods indicated and in respect of interim periods  subject
to  year  end adjustments. The Company Financial Statements  will
fairly  present in all material respects the financial  condition
and  operating results of the Company, as of the dates,  and  for
the  periods,  indicated therein. The Company will not  have  any
material  liabilities  or obligations, contingent  or  otherwise,
other  than  (i) liabilities incurred in the ordinary  course  of
business  subsequent  to June, 2007, and (ii)  obligations  under
contracts  and  commitments incurred in the  ordinary  course  of
business  and  not  required under generally accepted  accounting
principles  to be reflected in the Company Financial  Statements,
which, in both cases, individually and in the aggregate would not
be  reasonably  expected to result in a Company Material  Adverse
Effect.

    SECTION 3.16. Insurance. Schedule 3.16 sets forth a list  and
                  ---------  -------------
description  of all insurance policies existing as  of  the  date
hereof providing insurance coverage of any nature to the Company.
All  such policies are sufficient all the Company to continue its
business  on terms consistent with market for the Company's  line
of  business, are in full force and effect and are enforceable in
accordance with their terms, free of any right of termination  on
the  part of any insurance carrier. No claims have been  made  on
any such policies.

    SECTION  3.17.  Transactions With Affiliates  and  Employees.
                    --------------------------------------------
Except as set forth in the Company Financial Statements, none  of
the officers or directors of the Company and, to the knowledge of
the Company, none of the employees of the Company is presently  a
party  to  any  transaction  with the  Company  (other  than  for
services  as  employees, officers and directors),  including  any
contract,  agreement  or  other  arrangement  providing  for  the
furnishing of services to or by, providing for rental of real  or
personal property to or from, or otherwise requiring payments  to
or  from  any  officer,  director or such  employee  or,  to  the
knowledge  of  the  Company, any entity  in  which  any  officer,
director, or any such employee has a substantial interest  or  is


<PAGE>


an officer, director, trustee or partner.

    SECTION  3.18.  Internal  Accounting  Controls.  The  Company
                    ------------------------------
maintains a system of internal accounting controls sufficient  to
provide  reasonable assurance that (i) transactions are  executed
in    accordance   with   management's   general   or    specific
authorizations,  (ii) transactions are recorded as  necessary  to
permit  preparation  of financial statements in  conformity  with
generally  accepted accounting principles and to  maintain  asset
accountability,  (iii)  access to assets  is  permitted  only  in
accordance  with management's general or specific  authorization,
and  (iv) the recorded accountability for assets is compared with
the  existing  assets  at  reasonable intervals  and  appropriate
action is taken with respect to any differences. The Company  has
established  disclosure controls and procedures for  the  Company
and  designed such disclosure controls and procedures  to  ensure
that  material information relating to the Company is made  known
to  the  officers  by  others within the Company.  The  Company's
officers  have  evaluated  the  effectiveness  of  the  Company's
controls and procedures. Since December 31, 2006, there have been
no  significant changes in the Company's internal controls or, to
the   Company's   knowledge,   in  other   factors   that   could
significantly affect the Company's internal controls.

      SECTION 3.19. Solvency. Based on the financial condition of
                    --------
the Company as of the closing date (and assuming that the closing
shall  have occurred), (i) the Company's fair saleable  value  of
its assets exceeds the amount that will be required to be paid on
or   in  respect  of  the  Company's  existing  debts  and  other
liabilities  (including  known contingent  liabilities)  as  they
mature,  (ii) the Company's assets do not constitute unreasonably
small  capital  to carry on its business for the  current  fiscal
year  as  now conducted and as proposed to be conducted including
its  capital  needs  taking into account the  particular  capital
requirements  of  the  business conducted  by  the  Company,  and
projected capital requirements and capital availability  thereof,
and (iii) the current cash flow of the Company, together with the
proceeds the Company would receive, were it to liquidate  all  of
its assets, after taking into account all anticipated uses of the
cash, would be sufficient to pay all amounts on or in respect  of
its  debt when such amounts are required to be paid. The  Company
does  not  intend to incur debts beyond its ability to  pay  such
debts  as they mature (taking into account the timing and amounts
of cash to be payable on or in respect of its debt).

    SECTION  3.20.  Application  of  Takeover  Protections.   The
                    --------------------------------------
Company  has  taken all necessary action, if  any,  in  order  to
render  inapplicable  any  control  share  acquisition,  business
combination,  poison  pill (including any  distribution  under  a
rights agreement) or other similar anti-takeover provision  under
the  Company's  charter documents or the laws  of  its  state  of
incorporation  that  is  or  could  become  applicable   to   the
Stockholders  as  a result of the Stockholders  and  the  Company
fulfilling  their  obligations or exercising their  rights  under
this  Agreement, including, without limitation, the  issuance  of
the Shares and the Stockholders' ownership of the Shares.

    SECTION 3.21. No Additional Agreements. The Company does  not
                  ------------------------
have  any  agreement or understanding with any Stockholders  with
respect to the transactions contemplated by this Agreement  other
than as specified in this Agreement.

    SECTION 3.22. Investment Company. The Company is not, and  is
                  ------------------
not  an affiliate of, and immediately following the Closing  will


<PAGE>


not  have  become, an "investment company" within the meaning  of
the Investment Company Act of 1940, as amended.

    SECTION  3.23. Disclosure. The Company confirms that  neither
                   ----------
it  nor  any  person  acting  on  its  behalf  has  provided  any
Stockholder  or  its  respective  agents  or  counsel  with   any
information that the Company believes constitutes material,  non-
public  information except insofar as the existence and terms  of
the   proposed   transactions  hereunder  may   constitute   such
information and except for information that will be disclosed  by
the  Parent under a current report on Form 8-K filed within  four
business  days  after  the Closing. The Company  understands  and
confirms  that  the  Stockholders  will  rely  on  the  foregoing
representations  and  covenants  in  effecting  transactions   in
securities  of  the  Company.  All  disclosure  provided  to  the
Stockholders  regarding  the  Company,  its  business   and   the
transactions  contemplated hereby, furnished by or on  behalf  of
the   Company   (including  the  Company's  representations   and
warranties set forth in this Agreement) are true and correct  and
do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were
made, not misleading.

    SECTION  3.24. Information Supplied. None of the  information
                   --------------------
supplied  or  to  be  supplied by the Company  for  inclusion  or
incorporation by reference in the notice that is required  to  be
sent  to  the stockholders of the Parent pursuant to  Rule  14f-1
(the  "14f-1  Notice") promulgated under the Securities  Exchange
Act  of  1934 (the "Exchange Act") will, at the date it is  first
mailed to the Parent's stockholders, contain any untrue statement
of a material fact or omit to state any material fact required to
be  stated  therein or necessary in order to make the  statements
therein, in light of the circumstances under which they are made,
not misleading.

    SECTION  3.25.  Absence of Certain Changes or Events.  Except
                    ------------------------------------
as  disclosed in the Company Financial Statements, from  December
31, 2006 to the date of this Agreement, the Company has conducted
its  business only in the ordinary course, and during such period
there has not been:

         (a)  any  change  in the assets, liabilities,  financial
     condition  or  operating  results  of  the  Company,  except
     changes  in  the ordinary course of business that  have  not
     caused,   in  the  aggregate,  a  Company  Material  Adverse
     Effect;

         (b)  any  damage, destruction or loss,  whether  or  not
     covered  by  insurance, that would have a  Company  Material
     Adverse Effect;

         (c)  any  waiver  or  compromise by  the  Company  of  a
     valuable right or of a material debt owed to it;

         (d)  any  satisfaction or discharge of any lien,  claim,
     or  encumbrance or payment of any obligation by the Company,
     except   in  the  ordinary  course  of  business   and   the
     satisfaction or discharge of which would not have a  Company
     Material Adverse Effect;

         (e)  any material change to a material Contract by which
     the Company or any of its assets is bound or subject;


<PAGE>


         (f)   any  mortgage,  pledge,  transfer  of  a  security
     interest  in, or lien, created by the Company, with  respect
     to  any  of its material properties or assets, except  liens
     for  taxes  not yet due or payable and liens that  arise  in
     the  ordinary  course  of business  and  do  not  materially
     impair  the  Company's ownership or use of such property  or
     assets;

         (g)  any loans or guarantees made by the Company  to  or
     for the benefit of its employees, officers or directors,  or
     any  members of their immediate families, other than  travel
     advances  and other advances made in the ordinary course  of
     its business;

         (h)   any   alteration  of  the  Company's   method   of
     accounting or the identity of its auditors;

         (i)   any   declaration  or  payment  of   dividend   or
     distribution  of  cash or other property to Stockholders  or
     any  purchase,  redemption  or  agreements  to  purchase  or
     redeem any shares of Company Stock;

         (j)  any  issuance of equity securities to any  officer,
     director  or affiliate, except pursuant to existing  Company
     stock option plans; or

         (k)  any arrangement or commitment by the Company to  do
     any of the things described in this Section 3.25.
                                         ------------

    SECTION    3.26.   No   Undisclosed   Events,    Liabilities,
                       ------------------------------------------
Developments  or Circumstances. No event, liability,  development
------------------------------
or  circumstance  has occurred or exists, or is  contemplated  to
occur  with  respect  to  the Company, its business,  properties,
prospects,  operations  or  financial condition,  that  would  be
required   to  be  disclosed  by  the  Company  under  applicable
securities  laws on a registration statement on  Form  S-1  filed
with  the SEC relating to an issuance and sale by the Company  of
its Common Stock and which has not been publicly announced.

    SECTION   3.27.  Foreign  Corrupt  Practices.   Neither   the
                     ---------------------------
Company,  nor, to the Company's knowledge, any director, officer,
agent,  employee or other person acting on behalf of the  Company
or any of its subsidiaries has, in the course of its actions for,
or on behalf of, the Company (i) used any corporate funds for any
unlawful  contribution,  gift, entertainment  or  other  unlawful
expenses relating to political activity; (ii) made any direct  or
indirect  unlawful payment to any foreign or domestic  government
official or employee from corporate funds; (iii) violated  or  is
in  violation  of  any  provision of  the  U.S.  Foreign  Corrupt
Practices  Act  of  1977, as amended; or (iv) made  any  unlawful
bribe,  rebate,  payoff,  influence payment,  kickback  or  other
unlawful  payment to any foreign or domestic government  official
or employee.


                           ARTICLE IV

          Representations and Warranties of the Parent
          --------------------------------------------

        The  Parent  represents  and  warrants  to  each  of  the
Stockholders  and the Company that, except as set  forth  in  the


<PAGE>


reports,  schedules, forms, statements and other documents  filed
by  Parent with the SEC and publicly available prior to the  date
of the Agreement (the "Filed Parent SEC Documents"):1
                       --------------------------

    SECTION  4.01.  Organization, Standing and Power.  Parent  is
                    --------------------------------
duly  incorporated, validly existing and in good  standing  under
the  laws of the Cayman Islands and has full corporate power  and
authority  and  possesses all governmental franchises,  licenses,
permits, authorizations and approvals necessary to enable  it  to
own,  lease  or otherwise hold its properties and assets  and  to
conduct  its businesses as presently conducted, other  than  such
franchises,  licenses, permits, authorizations and approvals  the
lack of which, individually or in the aggregate, has not had  and
would  not  reasonably  be expected to have  a  material  adverse
effect  on  Parent, a material adverse effect on the  ability  of
Parent to perform its obligations under this Agreement or on  the
ability  of Parent to consummate the Transactions (a  "Parent
                                                       ------
Material  Adverse  Effect").  Parent  is  duly  qualified  to  do
-------------------------
business in each jurisdiction where the nature of its business or
their   ownership  or  leasing  of  its  properties   make   such
qualification necessary and where the failure to so qualify would
reasonably be expected to have a Parent Material Adverse  Effect.
Parent  has delivered to the Company true and complete copies  of
the  Memorandum and Articles of Association of Parent, as amended
to  the  date  of  this  Agreement (as so  amended,  the  "Parent
                                                           ------
Charter").
-------

    SECTION  4.02.  Subsidiaries; Equity Interests.  Parent  does
                    ------------------------------
not  own,  directly or indirectly, any capital stock,  membership
interest, partnership interest, joint venture interest  or  other
equity interest in any person.

    SECTION   4.03.  Capital  Structure.  The  authorized   share
                     ------------------
capital  of  Parent  consists  of  100,000,000  Ordinary  Shares,
$0.00320375  par  value  per  share,  and  25,000,000  Preference
Shares,  $0.00320375  par  value.  As  of  the  date  hereof  (i)
9,742,000  shares  of  Parent  Ordinary  Shares  are  issued  and
outstanding, (ii) no shares of Preference Shares are  outstanding
and  (iii)  no  shares  of Parent Ordinary Shares  or  Preference
Shares  are held by Parent in its treasury. Except as  set  forth
above,  no  ordinary shares or other voting securities of  Parent
were   issued,   reserved  for  issuance  or   outstanding.   All
outstanding  ordinary shares of Parent are, and all  such  shares
that  may be issued prior to the date hereof will be when issued,
duly authorized, validly issued, fully paid and nonassessable and
not  subject  to  or issued in violation of any purchase  option,
call   option,   right  of  first  refusal,   preemptive   right,
subscription  right or any similar right under any  provision  of
the  Laws  of  the  Cayman Islands, the  Parent  Charter  or  any
Contract to which Parent is a party or otherwise bound. There are
not  any bonds, debentures, notes or other indebtedness of Parent
having  the  right to vote (or convertible into, or  exchangeable
for, securities having the right to vote) on any matters on which
holders  of  Parent  Ordinary Shares  may  vote  ("Voting  Parent
                                                   --------------
Debt").  Except  as  set forth above, as  of  the  date  of  this
----
Agreement,   there   are  not  any  options,  warrants,   rights,
convertible  or exchangeable securities, "phantom" share  rights,
share   appreciation   rights,  stock-based  performance   units,
commitments, Contracts, arrangements or undertakings of any  kind
to which Parent is a party or by which it is bound (i) obligating
Parent  to  issue,  deliver  or sell,  or  cause  to  be  issued,
delivered  or  sold, additional ordinary shares or  other  equity
interests in, or any security convertible or exercisable  for  or
exchangeable  into  any shares of or other  equity  interest  in,
Parent  or  any  Voting  Parent Debt, (ii) obligating  Parent  to
issue,  grant,  extend  or enter into any such  option,  warrant,
call,  right,  security,  commitment,  Contract,  arrangement  or
undertaking  or (iii) that give any person the right  to  receive


<PAGE>


any  economic  benefit or right similar to or  derived  from  the
economic  benefits and rights occurring to holders of  the  share
capital  of  the Parent. As of the date of this Agreement,  there
are  not  any  outstanding contractual obligations of  Parent  to
repurchase,  redeem or otherwise acquire any ordinary  shares  of
the Parent. Except as set forth in Schedule 4.03,   the Parent is
                                   -------------
not  a party to any agreement granting any securityholder of  the
Parent  the right to cause the Parent to register ordinary shares
or  other  securities  of the Parent held by such  securityholder
under the Securities Act.

    SECTION    4.04.    Authority;   Execution   and    Delivery;
                        -----------------------------------------
Enforceability. The execution and delivery by the Parent of  this
--------------
Agreement  and the consummation by the Parent of the Transactions
have  been duly authorized and approved by the Board of Directors
of  the Parent and no other corporate proceedings on the part  of
the  Parent  are  necessary to authorize this Agreement  and  the
Transactions.  This  Agreement constitutes  a  legal,  valid  and
binding obligation of the Parent, enforceable against the  Parent
in accordance with the terms hereof.

    SECTION 4.05. No Conflicts; Consents.
                  ----------------------

         (a)   The  execution  and delivery  by  Parent  of  this
Agreement,  does  not, and the consummation of  Transactions  and
compliance  with the terms hereof and thereof will not,  conflict
with,  or result in any violation of or default (with or  without
notice or lapse of time, or both) under, or give rise to a  right
of termination, cancellation or acceleration of any obligation or
to loss of a material benefit under, or to increased, additional,
accelerated  or guaranteed rights or entitlements of  any  person
under,  or  result in the creation of any Lien upon  any  of  the
properties or assets of Parent under, any provision of (i) Parent
Charter, (ii) any material Contract to which Parent is a party or
by  which  any  of  its properties or assets is  bound  or  (iii)
subject  to the filings and other matters referred to in  Section
                                                          -------
4.05(b),  any  material Judgment or material  Law  applicable  to
-------
Parent  or its properties or assets, other than, in the  case  of
clauses  (ii)  and (iii) above, any such items that, individually
or  in  the  aggregate, have not had and would not reasonably  be
expected to have a Parent Material Adverse Effect.

         (b)  No  Consent  of,  or registration,  declaration  or
filing  with, or permit from, any Governmental Entity is required
to be obtained or made by or with respect to Parent in connection
with the execution, delivery and performance of this Agreement or
the  consummation of the Transactions, other than the (A)  filing
with  the  SEC of a 14f-1 Notice and (B) filing with the  SEC  of
reports  under Sections 13 and 16 of the Exchange  Act,  and  (C)
filings  under  state  "blue sky" laws, as  may  be  required  in
connection with this Agreement and the Transactions.

    SECTION 4.06. SEC Documents; Undisclosed Liabilities.
                  --------------------------------------

         (a)  Parent  has  filed all reports,  schedules,  forms,
statements  and  other documents required to be filed  by  Parent
with the SEC since December 31, 2006, pursuant to Sections 13(a),
14   (a)  and  15(d)  of  the  Exchange  Act  (the  "Parent   SEC
                                                     ------------
Documents").
---------

         (b)  As  of its respective filing date, each Parent  SEC
Document  complied in all material respects with the requirements
of  the  Exchange Act and the rules and regulations  of  the  SEC
promulgated  thereunder applicable to such Parent  SEC  Document,
and  did  not contain any untrue statement of a material fact  or


<PAGE>


omit  to  state a material fact required to be stated therein  or
necessary  in order to make the statements therein, in  light  of
the  circumstances  under which they were made,  not  misleading.
Except to the extent that information contained in any Parent SEC
Document  has been revised or superseded by a later filed  Parent
SEC  Document,  none  of  the Parent SEC Documents  contains  any
untrue  statement  of  a  material fact or  omits  to  state  any
material fact required to be stated therein or necessary in order
to  make  the  statements therein, in light of the  circumstances
under  which  they  were  made,  not  misleading.  The  financial
statements of Parent included in the Parent SEC Documents  comply
as  to  form  in all material respects with applicable accounting
requirements and the published rules and regulations of  the  SEC
with  respect thereto, have been prepared in accordance with  the
U.S.  generally accepted accounting principals ("GAAP")  (except,
                                                 ----
in  the  case of unaudited statements, as permitted by the  rules
and  regulations of the SEC) applied on a consistent basis during
the  periods  involved (except as may be indicated in  the  notes
thereto)  and fairly present the consolidated financial  position
of  Parent  and  its consolidated subsidiaries as  of  the  dates
thereof and the consolidated results of their operations and cash
flows  for  the periods shown (subject, in the case of  unaudited
statements, to normal year-end audit adjustments).

         (c)  Except  as  set  forth  in  the  Filed  Parent  SEC
Documents, Parent has no liabilities or obligations of any nature
(whether accrued, absolute, contingent or otherwise) required  by
GAAP to be set forth on a balance sheet of Parent or in the notes
thereto.

         (d)  Since  the  date  of the latest  audited  financial
statements   included   within  the  SEC   Reports,   except   as
specifically  disclosed in the Filed Parent  SEC  Documents,  the
Parent has not changed its auditors and the Parent does not  have
pending before the SEC any request for confidential treatment  of
information.

    SECTION  4.07. Information Supplied. None of the  information
                   --------------------
supplied   or   to  be  supplied  by  Parent  for  inclusion   or
incorporation by reference in the 14f-1 Notice will, at the  date
it  is  first  mailed to the Parent's shareholders,  contain  any
untrue statement of a material fact or omit to state any material
fact  required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which
they are made, not misleading.

    SECTION  4.08.  Absence of Certain Changes or Events.  Except
                    ------------------------------------
as  disclosed in the Filed Parent SEC Documents, from the date of
the  most  recent  audited financial statements included  in  the
Filed  Parent SEC Documents to the date of this Agreement, Parent
has  conducted  its  business only in the  ordinary  course,  and
during such period there has not been:

         (a)  any  change  in the assets, liabilities,  financial
condition  or operating results of the Parent from that reflected
in  the  Parent  SEC Documents, except changes  in  the  ordinary
course  of  business that have not caused, in  the  aggregate,  a
Parent Material Adverse Effect;

         (b)  any  damage, destruction or loss,  whether  or  not
covered  by insurance, that would have a Parent Material  Adverse
Effect;

         (c)  any  waiver  or  compromise  by  the  Parent  of  a
valuable right or of a material debt owed to it;


<PAGE>


         (d)  any  satisfaction or discharge of any lien,  claim,
or encumbrance or payment of any obligation by the Parent, except
in  the  ordinary  course  of business and  the  satisfaction  or
discharge  of  which  would not have a  Parent  Material  Adverse
Effect;

         (e)  any material change to a material Contract by which
the Parent or any of its assets is bound or subject;

         (f)  any material change in any compensation arrangement
or agreement with any employee, officer, director or shareholder;

         (g)  any resignation or termination of employment of any
officer of the Parent;

         (h)   any  mortgage,  pledge,  transfer  of  a  security
interest in, or lien, created by the Parent, with respect to  any
of  its material properties or assets, except liens for taxes not
yet due or payable and liens that arise in the ordinary course of
business  and do not materially impair the Parent's ownership  or
use of such property or assets;

         (i)  any  loans or guarantees made by the Parent  to  or
for  the benefit of its employees, officers or directors, or  any
members  of their immediate families, other than travel  advances
and other advances made in the ordinary course of its business;

         (j)  any declaration, setting aside or payment or  other
distribution in respect of any of the Parent's share capital,  or
any direct or indirect redemption, purchase, or other acquisition
of any of such share capital by the Parent;

         (k)  any alteration of the Parent's method of accounting
or the identity of its auditors;

         (l)  any  issuance of equity securities to any  officer,
director  or affiliate, except pursuant to existing Parent  stock
option plans; or

         (m)  any arrangement or commitment by the Parent  to  do
any of the things described in this Section 4.08.

         SECTION 4.09. Taxes.
                       -----

         (a)  Parent has timely filed, or has caused to be timely
filed on its behalf, all Tax Returns required to be filed by  it,
and  all such Tax Returns are true, complete and accurate, except
to  the  extent  any failure to file or any inaccuracies  in  any
filed Tax Returns, individually or in the aggregate, have not had
and  would  not reasonably be expected to have a Parent  Material
Adverse Effect. All Taxes shown to be due on such Tax Returns, or
otherwise  owed, has been timely paid, except to the extent  that
any failure to pay, individually or in the aggregate, has not had
and  would  not reasonably be expected to have a Parent  Material
Adverse Effect.

         (b)  The  most recent financial statements contained  in
the  Filed  Parent SEC Documents reflect an adequate reserve  for


<PAGE>


all  Taxes  payable  by Parent (in addition to  any  reserve  for
deferred Taxes to reflect timing differences between book and Tax
items)  for all Taxable periods and portions thereof through  the
date of such financial statements. No deficiency with respect  to
any Taxes has been proposed, asserted or assessed against Parent,
and  no requests for waivers of the time to assess any such Taxes
are  pending, except to the extent any such deficiency or request
for  waiver,  individually or in the aggregate, has not  had  and
would  not  reasonably  be expected to  have  a  Parent  Material
Adverse Effect.

         (c)  There  are  no  Liens for  Taxes  (other  than  for
current  Taxes not yet due and payable) on the assets of  Parent.
Parent is not bound by any agreement with respect to Taxes.

    SECTION  4.10. Absence of Changes in Benefit Plans. From  the
                   -----------------------------------
date of the most recent audited financial statements included  in
the  Filed  Parent SEC Documents to the date of  this  Agreement,
there  has  not  been any adoption or amendment in  any  material
respect by Parent of any collective bargaining agreement  or  any
bonus,  pension, profit sharing, deferred compensation, incentive
compensation,  share  ownership, share  purchase,  stock  option,
phantom  shares,  retirement,  vacation,  severance,  disability,
death   benefit,   hospitalization,  medical   or   other   plan,
arrangement  or  understanding (whether or not  legally  binding)
providing benefits to any current or former employee, officer  or
director of Parent (collectively, "Parent Benefit Plans"). As  of
                                   --------------------
the  date  of  this  Agreement  there  are  not  any  employment,
consulting, indemnification, severance or termination  agreements
or  arrangements  between the Parent and any  current  or  former
employee, officer or director of the Parent, nor does the  Parent
have any general severance plan or policy.

    SECTION  4.11.  ERISA Compliance; Excess Parachute  Payments.
                    --------------------------------------------
The   Parent  does  not,  and  since  its  inception  never  has,
maintained,  or  contributed  to any  "employee  pension  benefit
plans"  (as defined in Section 3(2) of ERISA), "employee  welfare
benefit plans" (as defined in Section 3(1) of ERISA) or any other
Parent  Benefit  Plan for the benefit of any  current  or  former
employees, consultants, officers or directors of Parent.

    SECTION  4.12. Litigation. Except as disclosed in  the  Filed
                   ----------
Parent SEC Documents or in the Parent Disclosure Letter, there is
no Action which (i) adversely affects or challenges the legality,
validity or enforceability of any of this Agreement or the Shares
or   (ii)   could,   if  there  were  an  unfavorable   decision,
individually or in the aggregate, have or reasonably be  expected
to  result  in  a Parent Material Adverse Effect. There  has  not
been,  and  to the knowledge of the Parent, there is not  pending
any  investigation by the SEC involving the Parent or any current
or  former  director  or officer of the Parent  (in  his  or  her
capacity as such). The SEC has not issued any stop order or other
order  suspending the effectiveness of any registration statement
filed by the Parent under the Exchange Act or the Securities Act.
Neither  the  Parent  nor any subsidiary,  nor  any  director  or
officer thereof (in his or her capacity as such), is or has  been
the  subject of any Action involving a claim or violation  of  or
liability  under federal or state securities laws or a  claim  of
breach of fiduciary duty.

    SECTION  4.13.  Compliance with Applicable  Laws.  Except  as
                    --------------------------------
disclosed  in  the Filed Parent SEC Documents or  in  the  Parent
Disclosure  Letter, Parent is in compliance with  all  applicable
Laws,  including those relating to occupational health and safety
and  the environment, except for instances of noncompliance that,


<PAGE>


individually  and in the aggregate, have not had  and  would  not
reasonably be expected to have a Parent Material Adverse  Effect.
Except  as set forth in the Filed Parent SEC Documents or in  the
Parent  Disclosure  Letter, Parent has not received  any  written
communication  during  the  past two years  from  a  Governmental
Entity  that  alleges  that Parent is not in  compliance  in  any
material  respect  with  any applicable Law.  The  Parent  is  in
compliance  with all effective requirements of the Sarbanes-Oxley
Act   of   2002,  as  amended,  and  the  rules  and  regulations
thereunder,  that  are  applicable  to  it,  except  where   such
noncompliance could not have or reasonably be expected to  result
in  a Parent Material Adverse Effect. This Section 4.13 does  not
                                           ------------
relate to matters with respect to Taxes, which are the subject of
Section 4.09.
------------

    SECTION  4.14. Contracts. Except as disclosed in  the  Parent
                   ---------
Filed SEC Documents, there are no Contracts that are material  to
the   business,  properties,  assets,  condition  (financial   or
otherwise),  results  of operations or prospects  of  the  Parent
taken  as  a  whole. Parent is not in violation of or in  default
under  (nor does there exist any condition which upon the passage
of  time or the giving of notice would cause such a violation  of
or default under) any Contract to which it is a party or by which
it  or  any  of  its  properties or assets is bound,  except  for
violations  or defaults that would not, individually  or  in  the
aggregate, reasonably be expected to result in a Parent  Material
Adverse Effect.

    SECTION  4.15.  Title  to Properties.  Parent  owns  no  real
                    --------------------
property.  Parent has good, valid leasehold interests in, all  of
its  properties and assets used in the conduct of its businesses.
All  such assets and properties, are free and clear of all  Liens
other  than  Liens that, in the aggregate, do not  and  will  not
materially  interfere with the ability of the Parent  to  conduct
business  as  currently conducted. Parent  has  complied  in  all
material respects with the terms of all material leases to  which
it  is  a party and under which it is in occupancy, and all  such
leases  are in full force and effect. Parent enjoys peaceful  and
undisturbed possession under all such material leases.

    SECTION   4.17.  Labor  Matters.  There  are  no   collective
                     --------------
bargaining or other labor union agreements to which the Parent is
a party or by which it is bound. No material labor dispute exists
or,  to the knowledge of the Parent, is imminent with respect  to
any of the employees of the Parent.

    SECTION  4.19.  Transactions With Affiliates  and  Employees.
                    --------------------------------------------
Except  as set forth in the Filed Parent SEC Documents,  none  of
the officers or directors of the Parent and, to the knowledge  of
the  Parent,  none of the employees of the Parent is presently  a
party to any transaction with the Parent (other than for services
as  employees,  officers and directors), including any  contract,
agreement  or  other arrangement providing for the furnishing  of
services  to  or  by, providing for rental of  real  or  personal
property to or from, or otherwise requiring payments to  or  from
any  officer,  director or such employee or, to the knowledge  of
the  Parent,  any entity in which any officer, director,  or  any
such  employee  has  a substantial interest  or  is  an  officer,
director, trustee or partner.

    SECTION  4.20.  Internal  Accounting  Controls.  The   Parent
                    ------------------------------
maintains a system of internal accounting controls sufficient  to
provide  reasonable assurance that (i) transactions are  executed


<PAGE>


in    accordance   with   management's   general   or    specific
authorizations,  (ii) transactions are recorded as  necessary  to
permit  preparation  of financial statements in  conformity  with
generally  accepted accounting principles and to  maintain  asset
accountability,  (iii)  access to assets  is  permitted  only  in
accordance  with management's general or specific  authorization,
and  (iv) the recorded accountability for assets is compared with
the  existing  assets  at  reasonable intervals  and  appropriate
action  is taken with respect to any differences. The Parent  has
established disclosure controls and procedures for the Parent and
designed  such disclosure controls and procedures to ensure  that
material information relating to the Parent is made known to  the
officers  by others within those entities. The Parent's  officers
have  evaluated  the effectiveness of the Parent's  controls  and
procedures.  Since  December  31,  2006,  there  have   been   no
significant changes in the Parent's internal controls or, to  the
Parent's  knowledge,  in other factors that  could  significantly
affect the Parent's internal controls.

    SECTION  4.23. No Additional Agreements. The Parent does  not
                   ------------------------
have  any  agreement or understanding with the shareholders  with
respect to the transactions contemplated by this Agreement  other
than as specified in this Agreement.

    SECTION 4.24. Investment Company. The Parent is not,  and  is
                  ------------------
not  an affiliate of, and immediately following the Closing  will
not  have  become, an "investment company" within the meaning  of
the Investment Company Act of 1940, as amended.

    SECTION  4.25. Disclosure. The Parent confirms  that  neither
                   ----------
it  nor  any  person  acting  on  its  behalf  has  provided  any
Stockholder  or  its  respective  agents  or  counsel  with   any
information  that the Parent believes constitutes material,  non-
public  information except insofar as the existence and terms  of
the   proposed   transactions  hereunder  may   constitute   such
information and except for information that will be disclosed  by
the  Parent  under a current report on Form 8-K filed within  one
business  days  after  the Closing. The  Parent  understands  and
confirms  that  the  Stockholders  will  rely  on  the  foregoing
representations  and  covenants  in  effecting  transactions   in
securities  of  the  Parent.  All  disclosure  provided  to   the
Stockholders   regarding  the  Parent,  its  business   and   the
transactions  contemplated hereby, furnished by or on  behalf  of
the Parent (including the Parent's representations and warranties
set  forth  in this Agreement) are true and correct  and  do  not
contain any untrue statement of a material fact or omit to  state
any  material fact necessary in order to make the statements made
therein,  in  light of the circumstances under  which  they  were
made, not misleading.

    SECTION   4.26.  Certain  Registration  Matters.  Except   as
                     ------------------------------
specified in the Filed Parent SEC Documents, the Parent  has  not
granted  or  agreed to grant to any person any rights  (including
"piggy-back" registration rights) to have any securities  of  the
Parent   registered  with  the  SEC  or  any  other  governmental
authority that have not been satisfied.

    SECTION    4.28.   No   Undisclosed   Events,    Liabilities,
                       -----------------------------------------
Developments  or Circumstances. No event, liability,  development
------------------------------
or  circumstance  has occurred or exists, or is  contemplated  to
occur  with  respect  to  the Parent, its subsidiaries  or  their
respective   business,  properties,  prospects,   operations   or
financial  condition, that would be required to be  disclosed  by
the  Parent  under applicable securities laws on  a  registration
statement on Form S-1 filed with the SEC relating to an  issuance
and sale by the Parent of its Common Stock and which has not been
publicly announced.


<PAGE>


    SECTION  4.29. Foreign Corrupt Practices. Neither the Parent,
                   -------------------------
nor  any of its subsidiaries, nor, to the Parent's knowledge, any
director,  officer,  agent, employee or other  person  acting  on
behalf  of  the  Parent or any of its subsidiaries  has,  in  the
course  of its actions for, or on behalf of, the Parent (i)  used
any   corporate  funds  for  any  unlawful  contribution,   gift,
entertainment  or other unlawful expenses relating  to  political
activity;  (ii) made any direct or indirect unlawful  payment  to
any  foreign  or  domestic government official or  employee  from
corporate  funds;  (iii)  violated or  is  in  violation  of  any
provision of the U.S. Foreign Corrupt Practices Act of  1977,  as
amended;  or  (iv)  made  any  unlawful  bribe,  rebate,  payoff,
influence  payment,  kickback or other unlawful  payment  to  any
foreign or domestic government official or employee.


                            ARTICLE V

                           Deliveries
                           ----------

    SECTION 5.01. Deliveries of the Stockholders.
                  ------------------------------

         (a)    Concurrently   herewith   each   Stockholder   is
delivering  to  the  Parent  this  Agreement  executed   by   the
Stockholder.

         (b)   At  or  prior  to  the Closing,  each  Stockholder
     shall deliver to the Parent:

            (i)   certificates  representing its  Company  Stock;
        and

            (ii)    duly  executed stock powers for  transfer  by
the Shareholder of its share capital to the Parent.

    SECTION 5.02. Deliveries of the Parent.
                  ------------------------
         (a) Concurrently herewith, the Parent is delivering:

            (i)  to  each Shareholder and to the Company, a  copy
of this Agreement executed by Parent;

            (ii)  to  the Company, a certificate from the Parent,
signed  by  its Secretary or Assistant Secretary certifying  that
the attached copies of the Parent Charter, and resolutions of the
Board of Directors of the Parent approving the Agreement and  the
Transactions,  are all true, complete and correct and  remain  in
full force and effect;

         (b)  At  or  prior  to  the Closing,  the  Parent  shall
     deliver:

            (i)  to  the  Company,  a letter  of  resignation  of
Joseph  Rozelle  from  all  offices  he  holds  with  the  Parent
effective upon the Closing and from his position as a director of
the Parent that will become effective upon the 10th day following
the mailing by the Parent to its shareholders the 14f-1 Notice;


<PAGE>


            (ii)  to  the  Company, evidence of the  election  of
Frank  DeLape,  as a director and as Executive  Chairman  of  the
Parent effective upon the Closing; and

            (iii)  to  the  Company,  such  pay-off  letters  and
releases relating to liabilities as the Company shall request and
such  pay-off letters and releases shall be in form and substance
satisfactory to the Company.

            (c)  At  or  within  5  business days  following  the
Closing, the Parent shall deliver:

            (i)  to  each  Stockholder, certificates representing
the   new  shares  of  Parent  Ordinary  Shares  issued  to  such
Stockholder as set forth on Exhibit A.
                            ---------

    SECTION 5.03. Deliveries of the Company.
                  -------------------------

              (a)   Concurrently   herewith,   the   Company   is
delivering to the Parent:

              (i) this Agreement executed by Company; and

              (ii) a certificate from the Company, signed by  its
authorized  officer certifying that the attached  copies  of  the
Company  Constituent Instruments and resolutions of the Board  of
Directors  of  the  Company  approving  the  Agreement  and   the
Transactions  are all true, complete and correct  and  remain  in
full force and effect.

              (b)  At or prior to the Closing, the Company  shall
deliver:

              (i) To the Parent, a form of Current Report on
Form 8-K, which is substantially in the form to be filed, which
includes the financial statements and pro forma financial
statements required by the Form 8-K for a reverse merger - shell
transaction, together with a signed audit report of the
independent accountants for the Company.











<PAGE>


                           ARTICLE VI

                      Conditions to Closing
                      ---------------------

    SECTION  6.01. Stockholder and Company Conditions  Precedent.
                   ---------------------------------------------
The obligations of the Stockholders and the Company to enter into
and  complete  the  Closing is subject,  at  the  option  of  the
Stockholders and the Company, to the fulfillment on or  prior  to
the Closing Date of the following conditions.

              (a)     Representations    and    Covenants.    The
                      -----------------------------------
representations  and warranties of the Parent contained  in  this
Agreement shall be true in all material respects on and as of the
Closing Date with the same force and effect as though made on and
as  of  the  Closing  Date. The Parent shall have  performed  and
complied  in  all  material  respects  with  all  covenants   and
agreements required by this Agreement to be performed or complied
with  by  the Parent on or prior to the Closing Date. The  Parent
shall  have  delivered to the Stockholders  and  the  Company,  a
certificate, dated the Closing Date, to the foregoing effect.

              (b)  Litigation.  No  action,  suit  or  proceeding
                   ----------
shall  have  been instituted before any court or governmental  or
regulatory  body or instituted or threatened by any  governmental
or  regulatory body to restrain, modify or prevent  the  carrying
out  of the Transactions or to seek damages or a discovery  order
in  connection with such Transactions, or which has or may  have,
in  the reasonable opinion of the Company or any Stockholders,  a
materially  adverse  effect on the assets, properties,  business,
operations or condition (financial or otherwise) of the Parent or
the Company.

              (c)  No  Material Adverse Change. There  shall  not
                   ---------------------------
have  been  any occurrence, event, incident, action,  failure  to
act,  or transaction since December 31, 2006 which has had or  is
reasonably likely to cause a Parent Material Adverse Effect.

              (d)    Post-Closing   Capitalization.    At,    and
                     -----------------------------
immediately  after,  the Closing, the authorized  capitalization,
and  the  number of issued and outstanding shares  of  the  share
capital of the Company and the Parent, on a fully-diluted  basis,
as  indicated on a schedule to be delivered by the Parties at  or
prior to the Closing, shall be acceptable to the Stockholders  in
their sole and absolute discretion.

              (e)  SEC  Reports. The Parent shall have filed  all
                   ------------
reports and other documents required to be filed by Parent  under
the U.S. federal securities laws through the Closing Date.

              (f)   Deliveries.  The  deliveries   specified   in
                    ----------
Section 5.02 shall have been made by the Parent.

              (i)  Satisfactory Completion of Due Diligence.  The
                   ----------------------------------------
Company  and  the Shareholders shall have completed their  legal,
accounting  and  business due diligence of  the  Parent  and  the
results  thereof  shall be satisfactory to the  Company  and  the
Shareholders in their sole and absolute discretion.


<PAGE>


              (j)   Delivery   of  Audit  Report  and   Financial
                    ---------------------------------------------
Statements.   The  Company  shall  have  completed  the   Company
----------
Financial Statements and shall have received an audit report from
an  independent  audit firm that is registered  with  the  Public
Company  Accounting Oversight Board relating to the fiscal  years
ended December 2006.

              (k)  Completion  of  Financing. The  Financing  (as
                   -------------------------
defined in Section 7.12 below) shall have been completed or shall
           ------------
be completed simultaneously with the Closing.

              (m)  Agreement  as to Exchange Ratio.  The  Company
                   -------------------------------
and  the Stockholders shall have agreed with the Parent regarding
the exchange ratio of shares of Parent Ordinary Shares for Shares
of  Company  Stock  and each of the Parties shall  have  mutually
agreed on the completion of Exhibit A hereto.

    SECTION  6.02.  Parent Conditions Precedent. The  obligations
                    ---------------------------
of  the Parent to enter into and complete the Closing is subject,
at  the  option of the Parent, to the fulfillment on or prior  to
the Closing Date of the following conditions, any one or more  of
which may be waived by the Parent in writing.

              (a)     Representations    and    Covenants.    The
                      -----------------------------------
representations  and  warranties  of  the  Stockholders  and  the
Company contained in this Agreement shall be true in all material
respects  on and as of the Closing Date with the same  force  and
effect  as  though  made  on  and as of  the  Closing  Date.  The
Stockholders and the Company shall have performed and complied in
all  material respects with all covenants and agreements required
by  this  Agreement  to  be performed or  complied  with  by  the
Stockholders and the Company on or prior to the Closing Date. The
Company  shall  have  delivered to the Parent,  if  requested,  a
certificate, dated the Closing Date, to the foregoing effect.

              (b)  Litigation.  No  action,  suit  or  proceeding
                   ----------
shall  have  been instituted before any court or governmental  or
regulatory  body or instituted or threatened by any  governmental
or  regulatory body to restrain, modify or prevent  the  carrying
out  of the Transactions or to seek damages or a discovery  order
in  connection with such Transactions, or which has or may  have,
in  the  reasonable  opinion of the Parent, a materially  adverse
effect  on  the  assets,  properties,  business,  operations   or
condition (financial or otherwise) of the Parent.

              (c)  No  Material Adverse Change. There  shall  not
                   ---------------------------
have  been  any occurrence, event, incident, action,  failure  to
act,  or transaction since December 31, 2006 which has had or  is
reasonably likely to cause a Company Material Adverse Effect.

              (d)   Deliveries.  The  deliveries   specified   in
                    ----------
Section  5.01  and  Section 5.03 shall  have  been  made  by  the
Stockholders and the Company, respectively.

              (e)  Audited  Financial  Statements  and  Form   10
                   ----------------------------------------------
Disclosure.  The Company shall have provided the Parent  and  the
----------
Stockholders with reasonable assurances that the Parent  will  be
able  to  comply with its obligation to file a current report  on
Form  8-K  within  one  (1) business days following  the  Closing
containing   the   requisite   audited   consolidated   financial


<PAGE>


statements  of  the  Company  and  the  requisite  Form   10-type
disclosure regarding the Company.

              (f)    Post-Closing   Capitalization.    At,    and
                     -----------------------------
immediately  after,  the Closing, the authorized  capitalization,
and  the  number of issued and outstanding shares of the  Company
and  the  Parent,  on a fully-diluted basis, as  indicated  on  a
schedule  to  be  delivered by the Parties at  or  prior  to  the
Closing,  shall  be  acceptable to the Parent  in  its  sole  and
absolute discretion.

              (g)  Satisfactory Completion of Due Diligence.  The
                   ----------------------------------------
Parent  shall  have completed its legal, accounting and  business
due diligence of the Company and the Stockholders and the results
thereof  shall  be satisfactory to the Parent  in  its  sole  and
absolute discretion.

              (h)   Delivery   of  Audit  Report  and   Financial
                    ---------------------------------------------
Statements.   The  Company  shall  have  completed  the   Company
----------
Financial Statements and shall have received an audit report from
an  independent  audit firm that is registered  with  the  Public
Company  Accounting Oversight Board relating to the fiscal  years
ended  December  31,  2006 and December 31, 2005.  The  form  and
substance  of  the Financial Statements shall be satisfactory  to
the Parent in its sole and absolute discretion.

                (i)  Completion of Financing. The  Financing  (as
                     -----------------------
defined in Section 7.12 below) shall have been completed or shall
be completed simultaneously with the Closing.

              (j)  Delivery of Panama Counsel Legal Opinion.  The
                   ----------------------------------------
Parent  shall  have received an opinion from the Company's  legal
counsel  in  the Republic of Panama that is satisfactory  to  the
Parent and the investors investing in the Financing.

              (k)  Agreement  as to Exchange Ratio.  The  Company
                   -------------------------------
and  the Stockholders shall have agreed with the Parent regarding
the exchange ratio of shares of Parent Ordinary Shares for Shares
of  Company  Stock  and each of the Parties shall  have  mutually
agreed on the completion of Exhibit A hereto.

              (l)  Registration  Rights  Agreement.  The  Company
                   -------------------------------
shall have entered into a registration rights agreement with such
parties as indicated by the Parent and the form and substance  of
such   registration   rights  agreement   shall   be   reasonably
satisfactory to the Parent.


                           ARTICLE VII

                            Covenants
                            ---------

    SECTION  7.07. Filing of 8-K and Press Release. Parent  shall
                   -------------------------------
file,  within  one business day of the Closing  Date,  a  current
report on Form 8-K and attach as exhibits all relevant agreements
with  the  SEC disclosing the terms of this Agreement  and  other
requisite disclosure regarding the Transactions and including the
requisite  audited  consolidated  financial  statements  of   the
Company  and  the  requisite  Form 10  disclosure  regarding  the
Company.  In  addition, the Parent shall issue  a  press  release
prior  to 9:30 a.m. (New York Time) on the business day following
the Closing Date, announcing the closing of the transaction.


<PAGE>


    SECTION 7.01.  Preparation of the 14f-1 Notice; Blue Sky Laws
                   ----------------------------------------------

         (a)  As  soon as possible following the Closing  and  in
any  event, within two business days thereafter, the Company  and
Parent  shall prepare and file with the SEC the 14f-1  Notice  in
connection  with the consummation of this Agreement.  The  Parent
shall  cause  the  14f-1  Notice to be  mailed  to  the  Parent's
shareholders as promptly as practicable thereafter.

         (b)  Parent shall take any action (other than qualifying
to  do  business in any jurisdiction in which it is  not  now  so
qualified)  required  to  be  taken under  any  applicable  state
securities  laws  in  connection  with  the  issuance  of  Parent
Ordinary Shares in connection with this Agreement.

    SECTION  7.02. Public Announcements. Parent and  the  Company
                   --------------------
will  consult  with each other before issuing, and  provide  each
other  the  opportunity  to review and comment  upon,  any  press
release  or other public statements with respect to the Agreement
and  the  Transactions and shall not issue any such press release
or  make  any  such public statement prior to such  consultation,
except as may be required by applicable Law, court process or  by
obligations  pursuant to any listing agreement with any  national
securities exchange.

    SECTION  7.03.  Fees  and Expenses.  All  fees  and  expenses
                    ------------------
incurred in connection with this Agreement shall be paid  by  the
Party  incurring  such  fees or expenses,  whether  or  not  this
Agreement is consummated.

    SECTION  7.04.  Continued  Efforts.  Each  Party  shall   use
                    ------------------
commercially reasonable efforts to (a) take all action reasonably
necessary to consummate the Transactions, and (b) take such steps
and  do  such  acts  as  may be necessary  to  keep  all  of  its
representations and warranties true and correct as of the Closing
Date  with the same effect as if the same had been made, and this
Agreement had been dated, as of the Closing Date.

    SECTION  7.05. Conduct of Business.  During the  period  from
                   -------------------
the  date hereof through the Closing Date, Parent and the Company
shall  carry  on their respective businesses in the ordinary  and
usual course consistent with past practice.

    SECTION  7.06. Exclusivity. The Parent shall not (i) solicit,
                   -----------
initiate,  or encourage the submission of any proposal  or  offer
from  any  person relating to the acquisition of  any  shares  or
other  voting  securities of the Parent, or  any  assets  of  the
Parent   (including  any  acquisition  structured  as  a  merger,
consolidation,  share  exchange or other  business  combination),
(ii)  participate  in any discussions or negotiations  regarding,
furnish  any  information with respect to, assist or  participate
in,  or  facilitate in any other manner any effort or attempt  by
any  person to do or seek any of the foregoing, or (iii) take any
other action that is inconsistent with the Transactions and  that
has  the effect of avoiding the Closing contemplated hereby.  The
Parent  shall notify the Company immediately if any person  makes
any  proposal, offer, inquiry, or contact with respect to any  of
the foregoing.


<PAGE>


    SECTION  7.08.  Furnishing of Information.  As  long  as  any
                    -------------------------
Stockholder owns the Shares, the Parent covenants to timely  file
(or  obtain  extensions in respect thereof and  file  within  the
applicable grace period) all reports required to be filed by  the
Parent  after  the date hereof pursuant to the Exchange  Act.  As
long  as  any  Stockholder owns Shares,  if  the  Parent  is  not
required  to file reports pursuant to such laws, it will  prepare
and  furnish  to the Stockholders and make publicly available  in
accordance  with Rule 144(c) promulgated by the SEC  pursuant  to
the  Securities  Act,  such information as is  required  for  the
Stockholder to sell the Shares under Rule 144. The Parent further
covenants that it will take such further action as any holder  of
Shares  may  reasonably request, all to the extent required  from
time  to  time  to enable such person to sell the Shares  without
registration  under the Securities Act within the  limitation  of
the exemptions provided by Rule 144.


    SECTION  7.09. Preparation of Disclosure Letters. The Parties
                   ---------------------------------
acknowledge and agree that (i) neither the Company nor the Parent
has  yet  delivered the Company Disclosure Letter or  the  Parent
Disclosure  Letter, respectively, and (ii) none of  the  Company,
the  Stockholders nor the Parent has completed its respective due
diligence  investigation of the Parent or  the  Company  and  the
Stockholders,  respectively, nor has any of  them  been  provided
with copies of, nor had an opportunity to review, the items to be
referred  to  on  the  Company Disclosure Letter  or  the  Parent
Disclosure Letter. The Company and the Stockholders shall deliver
to  the Parent the Company Disclosure Letter and the Parent shall
deliver to the Company and the Stockholders the Parent Disclosure
Letter,  including copies of all agreements, and other  documents
referred  to  thereon, in final form within at least 10  business
days  prior to the Closing. The Parent, on the one hand, and  the
Company  and the Stockholders, on the other hand, shall  have  10
business days following delivery of the Company Disclosure Letter
and   the  Parent  Disclosure  Letter,  along  with  all  related
agreements and other documents referred to thereon, respectively,
in which to terminate this Agreement if the Parent or the Company
and  the  Stockholders,  as  the  case  may  be,  object  to  any
information contained in such disclosure letters or the  contents
of  any  such agreement or other document and the Parties  cannot
agree on mutually satisfactory modifications thereto.

    SECTION    7.10.    Access.   Each   Party    shall    permit
                        ------
representatives of each other Party to have full  access  to  all
premises,  properties, personnel, books, records  (including  Tax
records),  contracts,  and documents of  or  pertaining  to  such
Party.

    SECTION  7.11.  Preservation of Business. From  the  date  of
                    ------------------------
this  Agreement until the Closing Date, each of the  Company  and
the Parent shall operate only in the ordinary and usual course of
business  consistent with past practice (provided, however,  that
Parent  shall not issue any securities without the prior  written
consent  of  the  Company), and shall use  reasonable  commercial
efforts   to   (a)   preserve  intact  its  respective   business
organization,  (b)  preserve  the  good  will  and   advantageous
relationships with customers, suppliers, independent contractors,
employees  and  other Persons material to the  operation  of  its
respective  business, and (c) not permit any action  or  omission
which  would  cause  any  of  its respective  representations  or
warranties  contained herein to become inaccurate or any  of  its
respective covenants to be breached in any material respect.


<PAGE>


    SECTION   7.12.  Financing.  Parent  shall  use  commercially
                     ---------
reasonable  efforts to raise at least $12 million  in  an  equity
financing  transaction  on terms that  are  satisfactory  to  the
Company and the Stockholders (the " Financing "), which Financing
shall be consummated simultaneously with the Closing.

    SECTION 7.13 Legal Opinion re: Transfers of Certain Parent
                 ---------------------------------------------
Shares. Any legal opinion required to be rendered in connection
------
with  any  transfer  of the Parent's shares held by La Pergola
Investments  Limited,  Fountainhead   Investments, Inc.,  Gaha
Ventures, LLC,  G4,  LLC, Stephen Siedow and Fountainhead Capital
Partners Limited (including but not limited to shares issuable on
the  conversion  of the Convertible Note) shall be rendered by
Robert  L.  B.  Diener or his duly-appointed designee.


                          ARTICLE VIII

                          Miscellaneous
                          -------------

    SECTION   8.01.  Notices.  All  notices,  requests,   claims,
                     -------
demands and other communications under this Agreement shall be in
writing and shall be deemed given upon receipt by the Parties  at
the following addresses (or at such other address for a Party  as
shall be specified by like notice):

     If to the Parent, to:

          Six Diamond Resorts International
          700 Gemini Suite 100
          Houston, TX 77027

     If to the Company, to:


     If to Stockholders at the addresses set forth in Exhibit A hereto.
                                                      ---------

     with a copy to:


    SECTION    8.02.    Amendments;   Waivers;   No    Additional
                        -----------------------------------------
Consideration. No provision of this Agreement may  be  waived  or
-------------
amended  except  in a written instrument signed by  the  Company,
Parent and the Stockholders holding a majority of the Shares.  No
waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a  continuing
waiver in the future or a waiver of any subsequent default  or  a
waiver  of any other provision, condition or requirement  hereof,
nor  shall any delay or omission of either Party to exercise  any
right  hereunder in any manner impair the exercise  of  any  such
right.  No  consideration  shall  be  offered  or  paid  to   any
Stockholder  to  amend or consent to a waiver or modification  of
any  provision  of  any  transaction  document  unless  the  same
consideration is also offered to all Stockholders who  then  hold
Shares.


<PAGE>



    SECTION 8.03. Termination.
                  -----------

         (a)  Termination of Agreement. The Parties may terminate
              ------------------------
this Agreement as provided below:

            (i)  The Company, the Stockholders and the Parent may
terminate  this Agreement by mutual written consent at  any  time
prior to the Closing;

            (ii)  The  Parent  may terminate  this  Agreement  by
giving written notice to the Company and the Stockholders at  any
time prior to the Closing (A) in the event the Company or any  of
the  Stockholders  have  breached  any  material  representation,
warranty, or covenant contained in this Agreement in any material
respect,   the  Parent  has  notified  the  Company  and/or   the
Stockholders of the breach, and the breach has continued  without
cure  for a period of twenty days after the notice of breach,  or
(B)  if the Closing shall not have occurred on or before    March
16,  2007  by  reason  of the failure of any condition  precedent
under  Section 6.02 hereof (unless the failure results  primarily
from the Parent itself breaching any representation, warranty, or
covenant contained in this Agreement); and

            (iii)  The  Company may terminate this  Agreement  by
giving  written  notice to the Parent at any time  prior  to  the
Closing  (A)  in the event the Parent has breached  any  material
representation, warranty, or covenant contained in this Agreement
in  any material respect, the Company has notified the Parent  of
the  breach,  and  the breach has continued without  cure  for  a
period  of twenty days after the notice of breach or (B)  if  the
Closing  shall not have occurred on or before March 16, 2007,  by
reason  of  the failure of any condition precedent under  Section
6.01  hereof  (unless  the  failure results  primarily  from  the
Company   or   the   Stockholders   themselves   breaching    any
representation,   warranty,  or  covenant   contained   in   this
Agreement).

            (b)  Effect  of Termination. If any Party  terminates
                 ----------------------
this Agreement pursuant to Section 8.03(a) above, all rights  and
obligations of the Parties hereunder shall terminate without  any
Liability of any Party to any other Party.

    SECTION  8.04. Replacement of Securities. If any  certificate
                   -------------------------
or instrument evidencing any Shares is mutilated, lost, stolen or
destroyed,  the  Parent  shall issue or cause  to  be  issued  in
exchange  and substitution for and upon cancellation thereof,  or
in  lieu  of  and  substitution therefor, a  new  certificate  or
instrument,   but  only  upon  receipt  of  evidence   reasonably
satisfactory to the Parent of such loss, theft or destruction and
customary  and reasonable indemnity, if requested. The applicants
for  a  new  certificate or instrument under  such  circumstances
shall  also pay any reasonable third-party costs associated  with
the  issuance  of  such  replacement  Shares.  If  a  replacement
certificate or instrument evidencing any Shares is requested  due
to  a mutilation thereof, the Parent may require delivery of such
mutilated  certificate or instrument as a condition precedent  to
any issuance of a replacement.

    SECTION  8.05.  Remedies. In addition to  being  entitled  to
                    --------
exercise  all rights provided herein or granted by law, including
recovery  of  damages, each of the Stockholders, Parent  and  the


<PAGE>


Company  will  be  entitled to specific  performance  under  this
Agreement.  The Parties agree that monetary damages  may  not  be
adequate  compensation for any loss incurred  by  reason  of  any
breach  of  obligations described in the foregoing  sentence  and
hereby agrees to waive in any action for specific performance  of
any  such  obligation the defense that a remedy at law  would  be
adequate.

    SECTION    8.06.    Independent   Nature   of   Stockholders'
                        -----------------------------------------
Obligations and Rights. The obligations of each Stockholder under
----------------------
this Agreement are several and not joint with the obligations  of
any other Stockholder, and no Stockholder shall be responsible in
any  way  for  the performance of the obligations  of  any  other
Stockholder   under  this  Agreement.  The   decision   of   each
Stockholder to acquire Shares pursuant to this Agreement has been
made  by such Stockholder independently of any other Stockholder.
Nothing  contained herein, and no action taken by any Stockholder
pursuant  hereto, shall be deemed to constitute the  Stockholders
as  a  partnership, an association, a joint venture or any  other
kind of entity, or create a presumption that the Stockholders are
in  any way acting in concert or as a group with respect to  such
obligations   or  the  transactions  contemplated  herein.   Each
Stockholder acknowledges that no other Stockholder has  acted  as
agent  for  such  Stockholder  in  connection  with  making   its
investment  hereunder and that no Stockholder will be  acting  as
agent  of  such  Stockholder in connection  with  monitoring  its
investment  in  the  Shares or enforcing its  rights  under  this
Agreement.  Each  Stockholder shall be entitled to  independently
protect and enforce its rights, including without limitation  the
rights  arising  out  of this Agreement,  and  it  shall  not  be
necessary for any other Stockholder to be joined as an additional
party in any proceeding for such purpose. Each of the Company and
Parent  acknowledge  that  each  of  the  Stockholders  has  been
provided  with this same Agreement for the purpose of  closing  a
transaction  with multiple Stockholders and not  because  it  was
required or requested to do so by any Stockholder.

    SECTION   8.07.   Limitation  of  Liability.  Notwithstanding
                      -------------------------
anything  herein  to  the contrary, each of the  Parent  and  the
Company acknowledge and agree that the liability of a Stockholder
arising directly or indirectly, under any transaction document of
any and every nature whatsoever shall be satisfied solely out  of
the  assets  of  such Stockholder, and that no trustee,  officer,
other   investment  vehicle  or  any  other  affiliate  of   such
Stockholder or any investor, shareholder or holder of  shares  of
beneficial  interest  of  such Stockholder  shall  be  personally
liable for any liabilities of such Stockholder.

    SECTION  8.08. Interpretation. When a reference  is  made  in
                   --------------
this Agreement to a Section, such reference shall be to a Section
of  this Agreement unless otherwise indicated. Whenever the words
"include",  "includes" or "including" are used in this Agreement,
they  shall  be  deemed  to be followed  by  the  words  "without
limitation".

    SECTION  8.09.  Severability. If any term or other  provision
                    ------------
of  this  Agreement  is invalid, illegal or  incapable  of  being
enforced  by  any  rule  or  Law, or  public  policy,  all  other
conditions  and  provisions of this Agreement shall  nevertheless
remain in full force and effect so long as the economic or  legal
substance of the Transactions contemplated hereby is not affected
in  any  manner  materially  adverse  to  any  Party.  Upon  such
determination  that  any  term  or other  provision  is  invalid,
illegal  or  incapable  of  being  enforced,  the  Parties  shall
negotiate in good faith to modify this Agreement so as to  effect
the  original intent of the Parties as closely as possible in  an


<PAGE>


acceptable  manner  to  the  end that  Transactions  contemplated
hereby are fulfilled to the extent possible.

    SECTION   8.10.   Counterparts;  Facsimile  Execution.   This
                      -----------------------------------
Agreement  may  be executed in one or more counterparts,  all  of
which  shall be considered one and the same agreement  and  shall
become  effective when one or more counterparts have been  signed
by  each  of  the  Parties and delivered to  the  other  Parties.
Facsimile  execution  and delivery of this  Agreement  is  legal,
valid and binding for all purposes.

    SECTION  8.11.  Entire Agreement; Third Party  Beneficiaries.
                    --------------------------------------------
This Agreement, taken together with the Company Disclosure Letter
and  the  Parent  Disclosure Letter, (a)  constitute  the  entire
agreement, and supersede all prior agreements and understandings,
both  written  and oral, among the Parties with  respect  to  the
Transactions and (b) are not intended to confer upon  any  person
other than the Parties any rights or remedies.

    SECTION   8.12.  Governing  Law.  This  Agreement  shall   be
                     --------------
governed  by, and construed in accordance with, the laws  of  the
State  of  New York, regardless of the laws that might  otherwise
govern  under applicable principles of conflicts of laws thereof,
except   to  the  extent  the  laws  of  Nevada  are  mandatorily
applicable to the Transactions.

    SECTION 8.13. Assignment. Neither this Agreement nor  any  of
                  ----------
the  rights, interests or obligations under this Agreement  shall
be  assigned,  in  whole  or in part,  by  operation  of  law  or
otherwise by any of the Parties without the prior written consent
of  the  other  Parties.  Any purported assignment  without  such
consent  shall be void. Subject to the preceding sentences,  this
Agreement will be binding upon, inure to the benefit of,  and  be
enforceable  by, the Parties and their respective successors  and
assigns.

                    [Signature Page Follows]


The  Parties  hereto  have  executed  and  delivered  this  Share
Exchange Agreement as of the date first above written.

The Parent:

                                 SIX DIAMOND RESORTS INTERNATIONAL


                                 By:
                                    __________________________________
                                    Name: Thomas W. Colligan
                                    Title:
The Company:

                                 SIX DIAMOND RESORTS INTERNATIONAL, S.A.


                                 By:
                                    __________________________________
                                    Name: Peter Wang
                                    Title: Executive Chairman



  [Stockholder Share Exchange Agreement Signature Pages Follow]

          [Signature Page to Share Exchange Agreement]










<PAGE>



The  undersigned Stockholder hereby executes this Share  Exchange
Agreement as of the date first above written.


                                  For Individuals:

                                  ________________________________

                                  ________________________________



                                  Print Name Above



                                  Sign Name Above

          [Signature Page to Share Exchange Agreement]






<PAGE>


                                     For Entities:




                                     By:
                                        _________________________
                                        Name:
                                        Title:





                                     By:
                                        _________________________
                                        Name:
                                        Title:





                                     By:
                                        ____________________________
                                        Name:
                                        Title:





                                     By:
                                        _____________________________
                                        Name:
                                        Title:

          [Signature Page to Share Exchange Agreement]






<PAGE>