Share Cancellation Agreement with Samson Chang dated July 6, 2009

A.

The Shareholder is the registered and beneficial owner of 3,000,000 shares of the Company’s common stock (the “Shares”);

B.

The Company and the Shareholder recognize that cancelling a portion of the Shares will have a positive effect on the Company’s ability to effect a business combination; and

C.

The Company has no obligation to register the Shares according to the terms of the subscription agreement between the Company and the Shareholder.

1.

The Shareholder shall return 2,800,000 of the Shares (the “Surrendered Shares”) to the treasury of the Company and deliver to the Company share certificates representing the Surrendered Shares.

 

2.

The Company shall forthwith retire the Surrendered Shares pursuant to §78.283 of Chapter 78 of the Nevada Revised Statutes.

 

3.

The Company shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”), no later than one hundred (100) days from the date of this Agreement, a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the “Registration Statement”), for the registration for resale of 200,000 of the Shares.

4.

The Company shall use its best efforts (a) to have the Registration Statement declared effective by the SEC no later than two hundred (200) days after the date of this Agreement, and (b) to ensure that the Registration Statement remains effective until all of the 200,000 Shares have been sold.

 

5.

The Shareholder represents and warrants to the Company that:

 

a.

he is the owner of the Surrendered Shares;

 

b.

he has good and marketable title to the Surrendered Shares; and

 

c.

the Surrendered Shares are free and clear of all liens, security interests or pledges of any kind whatsoever.

6.

The Company has obtained legal advice concerning this Agreement and has requested that the Shareholder obtain independent legal advice with respect to same before executing this Agreement.  In executing this Agreement, the Shareholder represents and warrants to the Company that he has been advised to obtain independent legal advice, and that prior to the execution of this Agreement he has obtained independent legal advice or has, in his discretion, knowingly and willingly elected not to do so.

 

7.

Each party shall execute and deliver such further and other documents and do and perform such further and other acts as the other party may reasonably require to carry out and give effect to the terms and intentions of this Agreement.

8.

Time is expressly declared to be of the essence in this Agreement.

9.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

10.

This Agreement is not assignable without the prior written consent of the parties hereto.

11.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall together constitute one and the same Agreement.  The delivery of executed copies of this Agreement by fax shall constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.

Per: /s/ Darrin Zinger                                           

Darrin Zinger, President and CEO