ex10.htm

CHINA CHANCE ENTERPRISES LIMITED, a company incorporated in British Virgin Islands (CI: 579210) with limited liability and having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands ( the “Vendor”)

WISDOM PLUS LIMITED, a company incorporated in British Virgin Islands (CI: 1043564) with limited liability and having its registered office at Sea Meadow House, Blackburne Highway (PO Box 116), Road Town, Tortola, British Virgin Islands (the "Purchaser")

1.	Sinopac is a company incorporated in British Virgin Islands having its registered office at Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands and with an authorised share capital of 50,000 no par value Shares of a single class.

2.	June is a company incorporated in British Virgin Islands having its registered office at Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands and with an authorised share capital of 50,000 no par value Shares of a single class.

3.	The Vendor legally and beneficially owns 100% of the issued and fully paid shares of both Sinopac and June (collectively as the “Selling Companies”)

4.	The Selling Companies totally beneficially own 40% of the issued and fully paid share capital of General Business Network Holdings Limited and each of them has no other subsidiary.

5.	The Vendor has agreed to sell 100% of Sinopac’s outstanding registered (the “Sinopac Shares”) and June’s outstanding registered shares (the “June Shares”) and the Purchaser has agreed to purchase the Shares upon the terms set out in this Agreement.

1.1	In this Agreement, including the Introduction and the Schedules, unless the context otherwise requires, the following terms shall have the following meanings:

“Taxation”

liability to any form of taxation (including, taxes, withholding taxes, duties, imposts, levies, rates or any other amounts payable to any revenue, customs or similar authorities in any part of the world) whenever and wherever created and including an amount equal to any deprivation of any relief from taxation and all costs, interest, penalties, charges and expenses incurred in connection with such taxation of failure to pay such taxation;

1.2	In this Agreement, unless the context otherwise requires, any reference to a "Clause" or a "Schedule" or an "Appendix" is a reference to a clause, a schedule or an appendix of this Agreement and, unless otherwise indicated, includes all the sub-clauses of that clause.

1.3	In this Agreement, words importing the singular include the plural and vice versa, words importing gender or the neuter include both genders and the neuter and references to persons include bodies corporate or unincorporate.

1.5

References herein to statutory provisions shall be construed as references to those provisions as respectively amended or re-enacted (whether before or after the date hereof) from time to time and shall include any provision of which they are re-enactments (whether with or without modification) and any subordinate legislation made under provisions.

2.1

Subject to the terms and conditions stated herein, Vendor shall sell, assign, transfer and deliver to Purchaser on the Closing Date, and Purchaser shall purchase and acquire from Vendor on the Closing Date, all of the Sinopac Shares and June Shares. The purchase price to be paid by the Purchaser on the Closing Date for the Sinopac Shares is as follows for the transfer of the Shares, payable in accordance with Clause 3.1(b) hereof.

Sinopac Shares and June Shares shall be free from all rights of pre-emption, options, liens, claims, equities, charges, encumbrances or third-party rights of any nature and with all dividends, benefits and other rights now or hereafter becoming attached or accruing thereto as from the date of this Agreement.

3.1	The Vendor shall deliver to the Purchaser certain documents on the Closing (the “Closing Date”) at Unit A, 5th Floor, Goldlion Holdings Centre, 13-15 Yuen Shun Circuit, Siu Lek Yuen, Shatin, N.T., Hong Kong at which time all of the following business shall be transacted:

(ii)	instruments of transfer and bought and sold notes in respect of Sinopac Shares and June Shares duly executed by the Vendor in favour of the Purchaser;

(iv)

(if applicable) certified true copies of any power of attorney or other authority pursuant to which this Agreement and any document referred to above may have been executed and such other documents as the Purchaser may require to give good title to the Shares and to enable the Purchaser or such party as it nominates to be registered as the holders thereof.

(b)	the Purchaser shall deliver to the Vendor the Consideration for the transfer of the Sinopac Shares and June Shares of the Selling Companies in the following schedule (or as soon thereafter as practicable) :

Due Date	Amount
June 30, 2007	US Dollar One Hundred Thousand (USD 100,000)
Dec 31, 2007	US Dollar One Million and Nine Hundred Thousand (USD 1,900,000)

For the avoidance of doubt, the Purchaser has the option to deliver shares of common stock issued by any Pink Sheet companies or OTCBB companies in lieu of the consideration set forth above. The amount of share certificates shall be agreed by both parties in a separate agreement.

3.2	If the Vendor on the one hand or the Purchaser on the other shall be unable to comply with any of their respective obligations under Clause 3 on or before the date fixed for Closing the party not in default may:

(a)	defer Closing to a date not more than 90 days after the said date (and so that the provisions of this sub-paragraph (a) shall apply to Closing as so deferred); or

without prejudice, in each case, to that party's rights (whether under this Agreement generally or under this Clause) to the extent that the other party shall not have complied with their obligations thereunder.

3.3

The Closing of the sale and purchase of the Shares shall occur on the completion of Clause 3.1 (a) and the Purchaser deliver the USD 100,000 as mentioned in Clause 3.1 (b) or the additional requirements of any Rules under the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

3.4	Notwithstanding the actual Closing Date, the Vendor and Purchaser mutually agree that the effective date of the sale and purchase of the Shares, for all tax and accounting purposes, shall be the signing date of this Agreement (the “Effective Date”).

4.1

Notwithstanding the Closing Date, Vendor and Purchaser agree that commencing on the Effective Date, the Purchaser shall have the sole and exclusive right to supervise and manage the business operations of the Selling Companies, including but not limiting to the collection of revenues and payment of expenses and accrued liabilities, and shall have the sole and exclusive financial benefit, if any, and economic risk, if any, of those operations. From and after the Effective Date, Vendor shall have no interest whatsoever in the business operations of the Selling Companies, and Purchaser agrees to indemnify, defend and hold harmless the Vendor from any liability with respect thereto.

5.1

Purchaser hereby represents and warrants to Vendor that the Purchaser is acquiring the Shares for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution of such Shares, nor with any present intention of distributing or selling such Shares, except insofar as such Shares are included in a public offering registered pursuant to the Securities Act of 1933, as amended, or the disposition thereof is exempt from such registration. Purchaser understands that the Shares have not been registered under U.S. securities laws and that such Shares are being offered and sold to Purchaser pursuant to a claimed exemption from the registration requirements of such laws.

6.1

Each party shall at all times keep confidential and not directly or indirectly make or allow any disclosure or use to be made of any information in its possession relating to any other party or to the existence or subject matter of this Agreement, except to the extent required by law or with the consent of the relevant party (which consent shall not be unreasonably withheld).

6.5	This Agreement shall be binding on and shall ensure for the benefit of the successors and assigns of the parties hereto but shall not be capable of being assigned by either party without the prior written consent of the other.

6.6	This Agreement, and the documents referred to in it, constitute the entire agreement, and supersedes any previous agreement, between the parties in relation to the subject matter of this Agreement.

6.7	All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Closing except in respect of those matters then already performed.

6.8

No delay or failure by a party to exercise or enforce (in whole or in part) any right provided by this Agreement or by law shall operate as a release or waiver, or in any way limit that party's ability to further exercise or enforce that, or any other, right. A waiver of any breach of any provision of this Agreement shall not be effective, or implied, unless that waiver is in writing and is signed by the party against whom that waiver is claimed.

6.9

Each party shall at its own cost, execute and do all acts, documents and things (reasonably within its powers) as may reasonably be required by any other party so as to vest beneficial and registered unencumbered ownership of the Shares in the Purchaser and otherwise to implement the terms of this Agreement whether before or after Closing.

6.10	No amendment to this Agreement will be effective unless it is in writing and signed by all the parties. No consent or approval to be given pursuant to this Agreement will be effective unless it is in writing and signed by the relevant party.

6.11

The parties acknowledge and agree that in the event of a default by any party in the performance of their respective obligations under this Agreement, the non-defaulting party shall have the right to obtain specific performance of the defaulting party's obligations. Such remedy to be in addition to any other remedies provided under this Agreement or at law.

6.12

On termination of this Agreement, each party's rights and obligations will immediately cease provided that such termination shall not affect any accrued rights and obligations of the parties which are expressed to relate to any period following termination nor shall it effects any accrued rights and obligations of the parties as at the date of termination.

7.1	This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong, and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of Hong Kong in connection herewith but this Agreement may be enforced in any court of competent jurisdiction.

Shares of Selling Compnany	Consideration
For Sinopac Shares	USD 1,000,000
For June Shares	USD 1,000,000