Share Exchange Agreement among Stanford International Holding Corp., Longbow Mining Corp., and BonusAmerica Corp. dated February 26, 2004

Summary

This agreement is between Stanford International Holding Corp. (the seller), Longbow Mining Corp. (the buyer), and BonusAmerica Corp. (the company being sold). Stanford International agrees to sell 100% of BonusAmerica to Longbow Mining in exchange for 5,000,000 restricted common shares of Longbow and an additional 6,500,000 shares transferred by Longbow's founders. The agreement includes representations and warranties about BonusAmerica’s financial condition and legal standing. The transaction is intended to qualify as a tax-free reorganization under U.S. tax law.

EX-10.1 3 ex10-1.txt SHARE PURCHASE AGREEMENT EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT SHARE EXCHANGE AGREEMENT THIS AGREEMENT dated for reference the 26th day of February, 2004. BETWEEN: STANFORD INTERNATIONAL HOLDING CORP. 834 S. Broadway, 5th Floor Los Angeles, CA 90014, USA (hereinafter called the "Vendor" or "SIHC") AND: LONGBOW MINING CORP. 186 Stevens Drive West Vancouver, BC Canada V7S 1C4 (hereinafter called the "Purchaser" or "Longbow") AND: BONUSAMERICA CORP. 834 S. Broadway, 5th Floor Los Angeles, CA 90014, USA (hereinafter called the "Company" or "BonusAmerica") WITNESSES THAT WHEREAS: A. The Vendor is the legal and beneficial owner of 100% of the Company. B. The Vendor have agreed to sell and the Purchaser has agreed to purchase the Company upon the terms and conditions herein set forth. NOW THEREFORE in consideration of the premises, the covenants and agreements and warranties hereinafter set forth, it is hereby agreed as follows: SALE AND PURCHASE - ----------------- 1. Based on and relying upon the representations and warranties herein, the Vendor hereby agrees to sell 100% of the Company ("BonusAmerica Shares") to the Purchaser and the Purchaser hereby agrees to purchase the Company from the Vendor on the terms and conditions herein contained. 2. The purchase price payable by the Purchaser to the Vendor for the Company payable on the Closing Date shall be 5,000,000 post-split restricted common shares ("Longbow Shares") in the capital stock of the Purchaser. The founders of Longbow will also transfer 6,500,000 post-split restricted common shares to the Vendor. 3. The Parties hereto do hereby agree that Purchaser shall acquire all of the outstanding stock of the Company upon the terms and conditions set forth herein. It is the intention of the Parties hereto that this transaction qualify as a tax free reorganization under Section 368(a)(1)(B) of the Internal revenue Code of 1986, as amended, and related sections thereunder. COMPANY AND VENDORS' REPRESENTATIONS AND WARRANTIES - --------------------------------------------------- 4. The Company and the Vendor, jointly and severally, represent and warrant to the Purchaser, to the best of their knowledge, information and belief after making due inquiry that: (a) the Company is a company duly incorporated in California. The Company is not a reporting company and is a valid and subsisting company in good standing with all regulatory authorities; (b) the authorized capital of the Company consists of 3,000,000 shares with a no par value per share, of which there are 1,000 shares issued and outstanding; (c) attached hereto as Exhibit "A" are true and complete copies of the Company's audited and unaudited financial statements (the "Company's Financial Statements"). The Company's Financial Statements have been prepared in accordance with US GAAP and present fairly the financial position, results of operations and statements of changes in the Company's financial position for the period indicated. (d) since December 31, 2003, the Company's business has been operated substantially in accordance with all laws, rules, regulations, orders of competent regulatory authorities, and there has not been: (i) any event or change in circumstances that has had, or which the Company may expect to have, a material adverse effect on the Company or its business; (ii) any change in liabilities of the Company that has had, or which the Company may expect to have, a material adverse effect on the Company or its business; (iii) any incidence, assumption or guarantee of any indebtedness for borrowed money by the Company; (iv) any payments by the Company in respect of any indebtedness of the Company for borrowed money or in satisfaction of any liabilities of the Company, other than in the ordinary course of business; (v) the creation, assumption or sufferance of the existence of any lien on any assets reflected on the Company Financial Statements; (vi) any grant of any severance, continuation or termination pay to any director, officer, stockholder or employee of the Company; or any entering into of an employment, deferred compensation or other similar agreement, or amendment or variation to any such existing agreement; (vii) any change by the Company in its accounting principles, methods or practices or in the manner it keeps its books and records; (viii) any distribution, dividend or bonus by the Company to any of its respective officers, directors, stockholders or affiliates, or any of their respective affiliates or associates; and (ix) any material capital expenditure or commitment by the Company or material sale, assignment, transfer, lease or other disposition of or agreement to sell, assign, transfer lease or otherwise dispose of any asset or property by the Company other than in the ordinary course of business. (e) the Company is free and clear of all liens, claims, charges and encumbrances of every nature and kind whatsoever; (f) all of the Company's issued and outstanding shares has been duly and validly authorized and issued in accordance with applicable laws and are validly outstanding, fully paid and non-assessable shares; (g) the Vendor is the sole registered beneficial owner of the Company and have due and sufficient right and authority to transfer the legal and beneficial title and ownership of the Company to the Purchaser, and this Agreement, when executed and delivered by the Vendor and Company, will constitute a legal and binding obligation of each such party enforceable against it in accordance with its terms; (h) no person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of the Company or any other shares in the capital of the Company owned by the Vendor or any right capable of becoming an agreement for the purchase, subscription or issuance of any of the unissued shares in the capital of the Company; (i) the Company has the full corporate power and authority to carry on the business presently being carried on by it and as proposed to be carried on by it ; (j) the Company holds all licenses and permits as may be requisite for carrying on its business in the manner in which it has heretofore been carried on. (k) there are no material liabilities, contingent or otherwise, other than as set forth in Exhibit "B" attached hereto; (l) at the Time of Closing, the Company shall not have any liabilities, contingent or otherwise, other than those liabilities set forth as of December 31, 2003 in Exhibit "B" attached hereto, except that the Company may have further liabilities incurred in its normal course of business for the period from December 31, 2003 to the Date of Closing; (m) the books and records of the Company fairly and correctly set out and disclose in all material respects, in accordance with US GAAP, the financial position of the Company as at the date hereof and all material financial transactions of the Company relating to its business have been accurately recorded in such books and records; (n) no payments of any kind have been made or authorized to or on behalf of the Vendor or any of them or to or on behalf of officers, directors or shareholders of the Company or under any management agreements with the Company which are not recorded in the books or records of the Company or which have not been disclosed in writing to the Purchaser other than payments made in the normal course of business; (o) there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or to the knowledge of the Company or the Vendor, jointly or severally, threatened against or affecting the Company at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency; (p) to the best of the Vendor's knowledge, the Company is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it; (q) the Company is not a party to any collective agreement with any labor union or other association or employees and no attempt has been made to organize or certify the employees of the Company as a bargaining unit; (r) there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans affecting the Company; (s) the Company is not indebted to any employee of the Company or other workers engaged in the business of the Company for any wages or salaries and the Company has not received or been notified of any general wage claims; (t) the Company is the sole beneficial owner and has good and marketable title to all its properties and assets free and clear of all liens, mortgages, pledges, deeds of trust, conditional sale agreements, encumbrances, charges or claims of every kind and nature whatsoever; (u) the Company has not experienced nor is it aware of any occurrence or event which has had, or might reasonably be expected to have, a materially adverse affect on its business or the results of its operations; (v) neither the Vendor nor any officer, director, employee or shareholder of the Company is now indebted or under obligation to the Company on any account whatsoever; and other than those set forth in Exhibit "B" the Company is not indebted or under obligation to the Vendors or any officer, director, employee or shareholder of the Company. VENDOR'S FURTHER REPRESENTATIONS AND WARRANTIES - ----------------------------------------------- 5. The Vendor hereby represents and warrants to the Purchaser as follows that: (a) the Vendor has the capacity to protect its own interests in connection with the acquisition of the common shares of the Purchaser and are capable of evaluating the merits and risks of an investment in the Purchaser by reason of their business and financial knowledge and experience; (b) the Vendor is acquiring the Longbow Shares for investment for their own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. The Vendor understands that the Longbow shares being acquired have not been, and will not be, registered under the US Securities Act 1933, as amended (the "Securities Act"), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Vendor's representations as expressed herein; (c) Vendor acknowledges that the Longbow Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Vendor is aware of the restrictions and limitations on resale of the Longbow Shares in the US or to a US Person under the Securities Act. In addition, Vendor is aware of the provisions of Rule 144 promulgated under the Securities Act ("Rule 144") which permit limited resales of shares purchased in a private placement subject to the satisfaction of certain conditions, including, but not limited to, the existence of a public market for the shares of common stock of the Purchaser, the availability of certain current public information about the Purchaser, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations; (d) Vendor has had an opportunity to discuss the Purchaser's business, management and financial affairs with the Purchaser's management and has also had an opportunity to ask questions of the Purchaser's officers, which questions were answered to the Vendor's satisfaction. Vendor has been furnished with or has had access to such information as a sophisticated investor would customarily require to evaluate the merits and risks of the proposed investment together with such additional information as is necessary to verify the accuracy of the information supplied. Vendor represents and acknowledges that it has been solely responsible for its own due-diligence investigation of the Purchaser and its management and business, for its own analysis of the merits and risks of this investment, and for its own analysis of the terms of the investment, and that in taking any action or performing any role relative to the proposed investment, it has acted solely in its own interest, and that neither it nor any of its agents or employees has acted as an agent, employee, partner or fiduciary of any other person, or as an agent of the Purchaser, or as an issuer, underwriter, broker, dealer or investment advisor relative to this investment; (e) Vendor understands that the Purchaser has limited operating history and that investment in the Purchaser involves substantial risks. Vendor further understands that the acquisition of the Longbow Shares will be a highly speculative investment. Vendor is able, without impairing its financial condition, to hold the Longbow Shares for an indefinite period of time and to suffer a complete loss of his investment; (f) Vendor agrees to indemnify and hold harmless the Purchaser and its officers, directors and agents for any costs, liabilities or losses caused by any misstatement of material fact by Vendor with respect to the representations and warranties contained in this Section or any other written information provided to the Purchaser by Vendor in connection with the investment contemplated by this Agreement; and COMPANY AND VENDOR'S COVENANTS - ------------------------------ 6. The Company and the Vendor jointly and severally covenant and agree that: (a) the representations and warranties contained in this Agreement shall be true at and as of the Time of Closing as if such representations and warranties were made as of such time; (b) the Company and the Vendor will permit the Purchaser or whoever it directs on its behalf to examine the records, statements and accounts of the Company on regular business days and during regular business hours up to and including the Closing Date and make such audit of the books of account of the Company and physical verification of the inventory of the Company as the Purchaser may see fit; (c) the representations, warranties, covenants and agreements contained herein shall survive the Closing Date and notwithstanding the Closing of the purchase and sale herein contemplated, shall continue in full force and effect; (d) the Company and the Vendor will, jointly and severally, prior to Closing, take all steps and proceedings and execute such further assurances and documents as may be required to obtain the transfer and registration of the Company into the name of the Purchaser provided that all terms and conditions to be observed and performed by the Purchaser at the Time of Closing have been observed and performed; PURCHASERS' REPRESENTATIONS AND WARRANTIES - ------------------------------------------ 7. As an inducement to the Company and the Vendor to enter into this Agreement and to consummate the transactions provided for herein, the Purchaser represents and warrants to the Company and the Vendor, to the best of its knowledge, information and belief after making due inquiry that: (a) the Purchaser is a corporation incorporated under the laws of the State of Nevada; (b) the Purchaser is duly incorporated, validly existing and in good standing under the laws of the State of Nevada; (c) the Purchaser is now quoted on the NASD OTC Bulletin Board; (d) it has full and absolute right, power and authority to enter into this Agreement on the terms and conditions herein set forth, to carry out the transactions contemplated hereby and, to transfer on the Closing Date to the Vendor all legal and beneficial ownership in and to the Longbow Shares; (e) this Agreement once duly executed and delivered by the Purchaser will constitute a legal, valid and binding obligation of the Purchaser; enforceable against the Purchaser in accordance with its terms; (f) no proceedings have been taken or authorized by the Purchaser, or to the knowledge of the Purchaser, by any person, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of the Purchaser or with respect to any amalgamation, merger, consolidation, arrangement or reorganization relating to the Purchaser; (g) the authorized capital stock of the Purchaser consists of 75,000,000 shares of US $0.001 par value common stock of which 1,486,200 are issued and outstanding as of February 10, 2004; (h) all of the issued and outstanding shares of the Purchaser have been duly and validly authorized and issued in accordance with applicable laws and are validly outstanding, fully paid and non-assessable; (i) the Purchaser has no outstanding stock options, warrants or other rights to purchase, or subscribe to or other securities convertible into or exchangeable for any shares of the capital stock of the Purchaser or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of the Purchaser; (j) all of the Longbow Shares which will be issued to the Vendor hereunder in compliance with applicable laws and the articles of the Purchaser, and will be issued fully paid and non-assessable, and free and clear of all liens, charges, encumbrances and trading restrictions other than as may be imposed by applicable U.S. Federal and State laws; (k) attached hereto as Exhibit "C" are true and complete copies of the Purchasers audited financial statements for the fiscal year ended on December 31, 2002 as contained in the Purchasers' Form 10-KSB and Form 10-QSB Interim Reports for the 3rd Quarter, 2003, respectively (the "Purchaser's Financial Statements"). The Purchaser's Financial Statements have been prepared in accordance with the US GAAP and present fairly the financial position, results of operations and statements of changes in the Purchaser's financial position for the period indicated; (l) no adverse material changes in the affairs of the Purchaser have occurred since September 30, 2003; (m) there are no liabilities, contingent or otherwise of the Purchaser which are not disclosed or reflected in its Financial Statements set forth in Exhibit "C" attached hereto; (n) at the time of Closing, the Purchaser shall not have any liabilities, contingent or otherwise, other than those liabilities set forth as of September 30, 2003 in Exhibit "D" attached hereto, except that the Purchaser may have further liabilities incurred in its normal course of business for the period from September 30, 2003 to the Date of Closing; (o) there is no litigation, proceeding, or investigation pending or threatened against the Purchaser, nor does the Purchaser know, or have grounds to know, of any basis for any litigation, proceeding or investigation against the Purchaser, except as disclosed in writing to the Vendor; (p) since September 30, 2003, the Purchaser's business has been operated substantially in accordance with all laws, rules, regulations, orders of competent regulatory authorities, and there has not been: (i) any event or change in circumstances that has had, or which the Purchaser may expect to have, a material adverse effect on the Purchaser or its business; (ii) any change in liabilities of the Purchaser that has had, or which the Purchaser may expect to have, a material adverse effect on the Purchaser or its business; (iii) any incidence, assumption or guarantee of any indebtedness for borrowed money by the Purchaser; (iv) any payments by the Purchaser in respect of any indebtedness of the Purchaser for borrowed money or in satisfaction of any liabilities of the Purchaser, other than in the ordinary course of business; (v) the creation, assumption or sufferance of the existence of any lien on any assets reflected on the Purchaser Financial Statements; (vi) any grant of any severance, continuation or termination pay to any director, officer, stockholder or employee of the Purchaser; or any entering into of an employment, deferred compensation or other similar agreement, or amendment or variation to any such existing agreement; (vii) any change by the Purchaser in its accounting principles, methods or practices or in the manner it keeps its books and records; (viii) any distribution, dividend or bonus by the Purchaser to any of its respective officers, directors, stockholders or affiliates, or any of their respective affiliates or associates; and (ix) any material capital expenditure or commitment by the Purchaser or material sale, assignment, transfer, lease or other disposition of or agreement to sell, assign, transfer lease or otherwise dispose of any asset or property by the Purchaser other than in the ordinary course of business. (q) the Purchaser does not own or lease any real property or material assets other than those set forth in Exhibit "E" attached hereto; (r) there are no contracts or indebtedness between the Purchaser and any of its shareholders, or affiliates or associates of any of its shareholders other than those set forth in Exhibit "F" attached hereto; (s) there are no material contracts to which the Purchaser is a party other than those set forth in Exhibit "G" attached hereto; (t) the operation of the Purchaser's business has not violated or infringed any U.S. Federal or State laws or regulations; (u) all tax returns and reports of the Purchaser required by law to be filed prior to the date hereof have been filed and are substantially true, complete and correct, and all taxes and other government charges have been paid or accrued in the Purchaser Financial Statements; (v) the information contained in the documents, certificates and written statements (including this Agreement and the attachments thereto) furnished by the Purchaser to the Vendor are true and complete in all material respects and do not omit to state any material fact necessary in order to make the statements therein false; and (w) there is no fact known to the Purchaser that has not been disclosed to the Vendor in writing that could reasonably have a material adverse effect on the Purchaser. Purchasers Covenants - -------------------- 8. The Purchaser covenants and agrees on the Closing Date, and provided that all terms and conditions to be observed and performed by the Vendor at the Time of Closing have been observed and performed, the Purchaser will issue the Longbow Shares to the Vendor, such Longbow Shares to be issued free and clear of any liens, encumbrances and charges, but subject to applicable trading restrictions imposed by U.S. securities legislation, and imposed under such other securities legislation applicable in each jurisdiction where any of the Vendor are resident; CONDITIONS PRECEDENT FOR THE VENDOR - ----------------------------------- 9. The obligations of the Vendor to carry out the terms of this Agreement and to complete the sale contemplated herein is subject to the following conditions: (a) the Purchaser shall have performed and satisfied each of its obligations hereunder required to be performed and satisfied by it on or prior to the Closing Date and each of the representations and warranties of the Purchaser contained herein shall have been true and correct and contained no misstatement or omission that would make any such representation or warranty misleading when made, and shall be true and correct and contain no misstatement or omission that would make any such representation or warranty misleading at and as of the Closing Date with the same force and effect as if made as of the Closing Date; (b) the transactions contemplated by this Agreement shall not violate any applicable law and there shall be no pending actions or proceedings by any State, U.S. Federal or State regulatory authority or by any other person challenging or seeking to materially restrict or prohibit the transfer and exchange contemplated hereby or the consummation of the transactions contemplated by this Agreement; (c) the Purchaser's Board of Directors, by proper and sufficient vote respectively, shall have approved this Agreement and the transactions contemplated hereby. CONDITIONS PRECEDENT FOR THE PURCHASER - -------------------------------------- 10. All obligations of the Vendor under this Agreement are subject to the fulfillment on or prior to Closing, of each of the following conditions to the satisfaction of the Purchaser's solicitor: (a) all covenants, warranties and agreements of the Company and the Vendor to be performed on or before the Closing Date pursuant to the terms and conditions of this Agreement have been duly performed; (b) the Vendor shall transfer the Company to the Purchaser and such BonusAmerica Shares shall be registered on the books of the Company in the name of the Purchaser at the Time of Closing; and (c) the representations and warranties of the Company and the Vendor set forth in this Agreement shall be true and correct as of the date of the Agreement and shall be true and correct as at the Date of Closing as if made by the Vendor on the Closing Date. 11. The Company and the Vendor jointly and severally agree that the foregoing conditions in section 10 are inserted for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part at any time. 12. In the event any of the conditions set forth in section 10, are not met by the Closing Date for whatever reason, the Purchaser at his option, may elect not to proceed with the purchase of the Company contemplated herein without prejudice to any other rights and remedies. SHARE CERTIFICATE LEGENDS - ------------------------- 13. It is understood that the certificates evidencing the Longbow Shares may bear one or more legends in substantially the following forms, as well as any other legend required by the laws of any applicable jurisdiction: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE U.S. OR TO US PERSONS IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. HEDGING TRANSACTIONS FOR SUCH SECURITIES MAY NOT BE MADE UNLESS IN COMPLIANCE WITH SUCH ACT. THE COMPANY IS SUBJECT TO RESTRICTION ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD IN THE U.S. OR TO US PERSONS EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. The Purchaser need not record a transfer of the Longbow Shares, unless the conditions specified in any applicable legends are satisfied. The Purchaser may also instruct its transfer agent not to record the transfer of any of the Longbow Shares unless the conditions specified in the applicable legends are satisfied. 14. The legend relating to the Securities Act endorsed on a stock certificate pursuant to this Agreement and the stop transfer instructions with respect to the Longbow Shares represented by such certificate shall be removed and the Purchaser shall issue a certificate without such legend to the holder of such Longbow Shares if such Longbow Shares are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or if such holder provides to the Purchaser an opinion of counsel reasonably satisfactory to the Purchaser, or a no-action letter or interpretive opinion of the staff of the Securities and Exchange Commission (the "SEC") to the effect that a public sale, transfer or assignment of Longbow Shares may be made without registration and without compliance with any restriction such as Rule 144. CLOSING - ------- 15. The sale and purchase of the Company shall be closed on March 3rd, 2004 or on such other date agreed by all of the parties hereunder, at the office of the Purchaser, or at any other place agreed to by all of the Parties, which date and time are referred to herein as the "Date of Closing", the "Closing Date", the "Closing" and the "Time of Closing". 16. At Closing, the Vendor will deliver to the Purchaser: (a) share certificates duly endorsed for transfer of 1,000 BonusAmerica Shares, constituting the totality of shares issued and outstanding at Closing Date, with a no par value per share in the capital of the Company into the Purchaser's name representing the Company; (b) certified copies of resolutions of the directors of the Company authorizing and approving the transfer of the Company, registration of the Company in the name of the Purchaser where applicable, authorizing the issue of new share certificates representing the Company in the name of the Purchaser, and entry of the name and address of the Purchaser into the Register of Shareholders of the Company; (c) all corporate records and books of account of the Company, including, without limitation, the minute book, corporate seal, share register books, share certificate books and annual reports of the Company; (d) certified copies of such resolutions of the shareholders and directors of the Company as are to be passed to authorize the execution, delivery and implementation of this Agreement and of all documents to be delivered by the Vendor pursuant thereto; 17. At Closing the Purchaser shall deliver to the Vendor the following: (a) share certificates representing the Longbow Shares in the names and denominations set out in Exhibit "H" hereto; (b) certified copies of resolutions of the directors of the Purchaser authorizing and approving the issuance of the Longbow Shares, registration of the Longbow Shares in the name of the Vendors in accordance with Exhibit "I" hereto and authorizing the issue of the new share certificates representing such Longbow Shares; (c) certified copies of such resolutions of the directors of the Purchaser as are to be passed to authorize the execution, delivery and implementation of this Agreement and of all documents to be delivered to the Vendor pursuant thereto; and (d) a certificate signed by a duly authorized officer of the Purchaser that all covenants, warranties and agreements of the Purchaser pursuant to the terms of this Agreement have been duly performed and that the representations and warranties of the Purchaser set forth in this Agreement are true and correct as at the Closing; NDEMNITY - --------- 18. The Purchaser shall be indemnified and held harmless by the Company and the Vendor in respect of any and all damages incurred by the Purchaser as a result of any inaccuracy or misrepresentation in or breach of any representation or warranty, covenant or agreement made in this Agreement by the Company and the Vendor. 19. The Vendor will be indemnified and held harmless by the Purchaser in respect of any and all damages incurred by Vendor as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by the Purchaser in this Agreement. SURVIVAL OF REPRESENTATION, WARRANTIES AND COVENANTS - ---------------------------------------------------- 20. Except as hereinafter provided, all representations, warranties, covenants, agreements and obligations of the parties hereto shall survive the Closing and shall expire one year following the Closing Date. GENERAL - ------- 21. This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada, USA. 22. Any notice to be given to a party hereto shall be in writing and signed by or on behalf of such party and shall be given to the other party by delivery thereto, or by sending by prepaid registered mail, telex, facsimile, telegram or cable to the address of the other as hereinbefore set forth or to such other address of which notice is given, and any notice shall be deemed not to have been sufficiently given until it is received. Any notice or other communication contemplated herein shall be deemed to have been received on the day delivered, if delivered; on the seventh business day following the mailing thereof, if sent by registered mail; and on the business day following the transmittal thereof, if sent by telex, facsimile, telegram or cable. If normal mail, telex, facsimile, telegram or cable service shall be interrupted by strike, slow down, force majeure or other cause, the party sending the notice shall utilize any of the other such services which have not been so interrupted or shall deliver such notice in order to ensure prompt receipt of same by the other party. 23. The parties shall execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement. 24. The provisions herein contained constitute the entire agreement between the parties hereto and supersede all previous expectations, understandings, communications, representations and agreements whether verbal or written between parties. 25. This Agreement may be amended by a written instrument only, signed by the party against whom enforcement of the amendment is sought and any waivers made on the part of the Purchaser with respect to any terms or conditions herein must be in writing and signed by them. 26. If any provision of this Agreement is unenforceable or invalid for any reason whatever, such unenforceability or invalidity shall not effect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement. 27. Time shall be of the essence hereof. 28. The headings appearing in this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement. 29. This Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. 30. This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such agreement or facsimile so executed shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the day and year first above written. Signed, sealed and delivered by: STANFORD INTERNATIONAL HOLDINGS CORP. "Signed" Michael Mak, Chairman - ------------------------------------------ LONGBOW MINING CORP. "Signed" Ernest Cheung, Secretary & Director - ------------------------------------------ BONUSAMERICA CORP. "Signed" Michael Mak, Chairman - ------------------------------------------ EXHIBIT "A" BONUSAMERICA's Financial Statements EXHIBIT "B" As of December 31, 2003 BONUSAMERICA has the following liabilities: (To Follow) EXHIBIT "C" LONGBOW'S 10-K and 10-Q (To Follow) EXHIBIT "D" As of September 30, 2003, LONGBOW has the following liabilities: (To Follow) EXHIBIT "E" LONGBOW has the following Lease or material assets: (To Follow) EXHIBIT "F" LONGBOW has the following contracts with or indebtedness to its shareholders, affiliates or associates of any of its shareholders: (To Follow) EXHIBIT "G" LONGBOW has the following material contracts: EXHIBIT "H" I. Share Allocation Table for shares of the Purchaser to be issued to the Vendor on closing. Name No. of Shares ------------------------------------------ ---------------------------- Stanford International Holdings Corp. 5,000,000 ------------------------------------------ ----------------------------