0001137050-05-000239 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 22nd, 2005 • Apex Wealth Enterprises LTD • Services-management services • Hong Kong

This Agreement sets forth the terms and conditions upon which Seller is selling to the Buyer and the Buyer is purchasing from the Seller 8,862,000 shares of the issued and outstanding common stock of the Company, representing approximate 67.82% of the issued and outstanding common stock of the Company as of July 21, 2005 (hereinafter referred to as the "Shares").

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AGREEMENT FOR SHARE EXCHANGE
Share Exchange Agreement • July 22nd, 2005 • Apex Wealth Enterprises LTD • Services-management services • Virgin Islands

THIS AGREEMENT FOR SHARE EXCHANGE (this “Agreement”) is dated as of July 22, 2005, by and among APEX WEALTH ENTERPRISES LTD., a British Virgin Islands corporation (“APEX”), CHINA SAFETECH HOLDINGS LTD, a British Virgin Islands corporation (“SAFETECH”), and the Shareholders of SAFETECH listed in Exhibit A who execute this Agreement (collectively the “SHAREHOLDERS”).

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