0001121781-06-000012 Sample Contracts

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • January 17th, 2006 • Online Processing Inc • Services-prepackaged software

This Share Exchange Agreement ("Agreement"), dated as of January ___, 2006, is made and entered into among Online Processing, Inc., a Nevada corporation (“Shell Corp.”), Diguang International Holdings Ltd. ("Operating Corp."), a British Virgin Islands corporation, the owners of record of all of the issued and outstanding stock of Operating Corp. are listed in Exhibit A (the “Shareholders”), and Terri Wonderly (the "Shell Indemnifying Shareholder").

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