SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT, dated as of October 31, 2006, is by and between Physical Spa & Fitness Inc., a Delaware corporation (the �Company�), and Mr. Ngai Keung Luk, a citizen and resident of the Hong Kong SAR of the People�s Republic of China (�Mr. Luk� or the "Seller"), with reference to the following:
W I T N E S S E T H:
A. The Company desires to acquire from the Seller, and the Seller desires to sell to the Company, all of the Sale Shares in exchange for the issuance by the Company of an aggregate of Twelve Million (12,000,000) shares ( . . .
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