0001144204-08-009552 Sample Contracts

SECURITIES EXCHANGE AGREEMENT
Securities Exchange Agreement • February 14th, 2008 • Acheron, Inc. • Blank checks • New York

This Securities Exchange Agreement (the “Agreement”) dated as of the ____ day of February 2008, by and among Acheron, Inc., a Nevada corporation having its offices at 899 South Artistic Circle, Springville, Utah 84663 (the “Company”), Shing Mei Enterprises Limited, a corporation organized under the laws of Samoa (“Shing Mei”), the shareholders of Shing Mei named on the signature page of this Agreement (collectively, the “Shareholders” and each, individually, a “Shareholder”) and the other parties named on the signature page of this Agreement (collectively, the “Bridge Investors”).

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