Purchase Agreement between Sunset Suits Holdings, Inc. and XCRITO Ltd., dated March 26, 2010 (English Translation)

Exhibit 10.1

Certified Translation from Polish into English

SHARE SALE AGREEMENT

Concluded in Jelenia Góra on the 26^th of March 2010 between:

“SUNSET SUITS” JOINT STOCK COMPANY in Poznań, STAROŁĘCKA street 18, 61-361 Poznań, registered in the Entrepreneurs’ Register kept by the District Court of Poznań under the number KRS 0000265620, represented by: Board of Directors Chairman Ryszard Kranik,
Further called the Seller,

and

XCRITO Limited, with a domicile at the address 35, Theklas Lyssioti Street, Eagle Star House 6^th Floor, 3030 Limassol, Cyprus, with a registration number: 258967,
Represented by: authorized representative and legal advisor Robert Bobkier
Further called the Purchaser.

§1
Declarations of the Parties

1.

The Seller declares that:

a)

He is the owner of 2002 (two thousand and two) shares in the company’s share capital under the business name Fashion Service Limited Company in Miłosław, in Sienkiewicza Street 11, 62-320 Miłosław registered in the Entrepreneurs’ Register kept by the District Court of Poznań under the number KRS 0000294354 (further called the Company), of an initial value of 500 PLN (five hundred zlotys) per share, and a total initial value of 1.001.000 PLN (one million one thousand zlotys),

b)

The shares specified in point a), further called the Shares, represent a total of 100% of the Company’s share capital,

c)

The Shares are free of any charges and claims by third parties,

d)

The Seller received permission from the Company’s Shareholders’ Assembly to sell the Shares.

2.

The Purchaser declares that he is familiar with the Company’s Agreement.

§2
Subject of the Agreement

The Seller sells and the Purchaser buys 2002 (two thousand and two) shares in the Company’s share capital.

§3
Sale Price

1. The total price of the subject of the agreement indicated in §2 is the equivalent of 16.000 USD (sixteen thousand US dollars) in Polish zlotys (PLN).

Certified Translation from Polish into English

2. The price specified in item 1 is payable within 30 (thirty) days via transfer onto the Seller’s bank account which the Purchaser will be notified of in a separate letter.

§4
Final Provisions

1.     The agreement was prepared in 5 (five) copies, 2 (two) for the Seller, 2 (two) for the Purchaser and 1 (one) for the Company.

2.     All possible disputes will be settled by a court appropriate to the Purchaser based on the legal system of Cyprus.

3.     All changes and supplements to this agreement require the form of a written annex under pain of nullity.

Certified Translation from Polish into English

Annex no 1 from 26.03.2010 to the
SHARE SALE AGREEMENT

Concluded in Jelenia Góra on the 26^th of March 2010 between:

“SUNSET SUITS” JOINT STOCK COMPANY in Poznań, STAROŁĘCKA street 18, 61-361 Poznań, registered in the Entrepreneurs’ Register kept by the District Court of Poznań under the number KRS 0000265620, represented by: Board of Directors Chairman Ryszard Kranik,
Further called the Seller,

and

XCRITO Limited, with a domicile at the address 35, Theklas Lyssioti Street, Eagle Star House 6^th Floor, 3030 Limassol, Cyprus, with a registration number: 258967,
Represented by: authorized representative and legal advisor Robert Bobkier
Further called the Purchaser.

§1
Declarations of the Seller

1.

The Seller declares that:

a)

The Company, whose shares he is selling, particularly consists of:

(i)

the furnished real-estate of a total value of 97,177.00 PLN, for which the District Court in Śrem keeps a land and mortgage register KW no 31614,

(ii)

intangible and legal property in the amount of 31,800,000.00 PLN,

(iii)

tangible assets in the amount of 27,058,675,53 PLN,

(iv)

liabilities in the amount of 61,233,700.67 PLN.

b)

The enterprise pro forma balance of the company, whose shares he sells prepared in accordance with US GAAP constitutes appendix no 1 to this Annex.

c)

The enterprise pro forma balance of the company, whose shares he sells prepared in accordance with Polish Accounting Standards (PAS) constitutes appendix no 2 to this annex.

d)

In connection with the sale agreement the Seller excludes the following obligations from credit agreements, which he will handle individually, from the enterprise liabilities of the company whose shares he sells:

(i)

ING Bank Śląski S.A. – credit agreement from the 1^st of March 2000 for the primary sum of 5,387,201.10 PLN (approximately 1,697,665.23 USD),

(ii)

Bank Gospodarki Żywnościowej S.A. – credit agreement from the 3^rd of October 2000 for the primary sum of 4,714,554.66 USD,

(iii) 

Bank Gospodarki Żywnościowej S.A. – credit agreement from the 28^th of February 2000 for the primary sum of 3,045,046.22 PLN (approximately 959,583.46 USD),

Certified Translation from Polish into English

(iv)

Bank Współpracy Europejskiej S.A. – credit agreement from the 30^th of December 1997 for the primary sum of 136,137.93 USD,

(v)

Bank Współpracy Europejskiej S.A. – credit agreement from the 12^th of April 1998 for the primary sum of 4,403,955.15 PLN (approximately 1,387,815.57 USD),

(vi)

Bank Współpracy Europejskiej S.A. – credit agreement from the 1^st of October 2000 for the primary sum of 554,862.53 USD.

e)

Shall see to it that the current Company Management resigns from their function in the Company no later than within 90 days after the signature date of this annex, and during this time will refrain from incurring any new liabilities and acquiring any new business contracts without authorization by the Purchaser; the above restriction does not apply to the activities of the regular board of directors.

§2
Declarations of the Purchaser

1. The Purchaser declares that he is familiar with the legal and proprietary situation of the Company presented in the document PROSPECTUS SUNSET SUITS HOLDINGS, INC., prepared in accordance with regulation 424(b)(3) registration number 333-152149 and published on the 4^th of February 2010 on the pages of THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION,

2.The Purchaser declares to take responsibility for the liabilities of the company, whose shares he purchases, in the event where these liabilities, secured in the Seller’s property and due and payable on the conclusion date of this annex and ruled in future court and administrative proceedings, in the future became subject to settlement an execution from the Seller’s property.

§3
Final Provisions

1.

The enterprise balance of the Fashion Service Ltd. Company at the date of sale shall be prepared within 90 days following the share sale date.

2.

Possible temporary terms of use for the enterprise real-estate of the Company by the Seller will be settled via civil agreements.

Appendix no 1

Appendix no 2