STOCK PURCHASE AGREEMENT

SUPERYACHTS HOLDINGS INC., A NEVADA CORPORATION

		Page
ARTICLE I	PURCHASE AND SALE	1
ARTICLE II	CONSIDERATION	2
ARTICLE III	CLOSING	3
ARTICLE IV	PARTIES CLOSING OBLIGATIONS	3
ARTICLE V	SELLER REPRESENTATIONS AND WARRANTIES	6
ARTICLE VI	PURCHASERS REPRESENTATIONS AND WARRANTIES	17
ARTICLE VII	PRECLOSING COVENANTS	18
ARTICLE VIII	CONDITIONS TO PURCHASERS OBLIGATIONS	23
ARTICLE IX	CONDITIONS TO SELLERS OBLIGATIONS	24
ARTICLE X	INDEMNIFICATION	25
ARTICLE XI	TERMINATION	29
ARTICLE XII	POST-CLOSING COVENANTS	30
ARTICLE XIII	MISCELLANEOUS	32
ARTICLE XIV	DEFINITIONS	34

EXHIBIT A	BILL OF SALE.
EXHIBIT B	ASSIGNMENT OF LIABILITIES.
ADDITIONAL SCHEDULES: 1.2(a) through 7.11

     THIS STOCK PURCHASE AGREEMENT (Agreement) dated as of Auigust 12, 2002, by and between THE SHAREHOLDERS OF PR MARINE INC., (collectively Seller), and SUPERYACHTS HOLDINGS INC., a Nevada corporation, having its registered office at 403 Kenkirk Place, Burlington, Washington, 98233 (Purchaser or "SYHI), shall be effective as of the date hereof:

     WHEREAS, Seller is the majority shareholder owner of PR MARINE INC., a Florida corporation (PR Marine), with an office address at 1535 SE 17th Street Suite 121 ,Ft. Lauderdale FL 33316 Florida USA , which is engaged in the business of design, distribution , marketing and sale of of custom made yachts and related products, including apparel and other accessories bearing the PR MARINE brand name and logo (Related Assets); and

     WHEREAS, Seller is presently under negotiations to acquire its affiliated companies, PR Marine AG. (PRMG), a German corporation and PR Marine ME Ltd. (PRME), a Cyprus corporation. PR Marine are the worldwide marketing and sales agents for a custom yacht-building company in Germany. The company has regional sales offices in Dubai UAE, Doha Qatar, India, Limmassol Cyprus and Fort Lauderdale, Florida, that sell custom built GRP yachts from 75 to 200 feet; and

     WHEREAS, PR Marine has acquired an excellent client base and contacts and has developed designs and technical layouts and renderings for promoting the marketing and sales of luxury yachts in the worldwide markets; and PR Marine currently has a team of yacht brokerage sales personal and technical professionals, and have participation agreements with the organsers of boatshows and various yachting publications ; and

     WHEREAS, Purchaser shall be a publicly traded company listed on the NASDAQ OTC Bulletin Board and is currently a private company seeking to acquire a substantial company with a successful operating history, in order to increase the value of SYHI and its shares for the benefit of all SYHI shareholders; and

     WHEREAS, Purchaser desires to purchase up to One Hundred Percent (100%) of PR Marine and the Business (as defined herein), and all associated operating assets of PR Marine, and assume certain liabilities and obligations of PR Marine as set forth herein below; and

     WHEREAS, SYHI desires to acquire a substantial company with a successful operating history that has a realistic potential for future revenues and earnings, in order to increase the value of SYHI and its shares for the benefit of all SYHI shareholders; and

     WHEREAS, Seller desires to sell to Purchaser equity shareholding in lots of 10% of the total company with the total acquisition up to 100% of PR Marine , being completed not later

Buyer Initials______

Sellers Initials______

than 31^st December 2002., With all associated operating assets and to be relieved of certain of its liabilities and obligations as set forth herein below:

     NOW THEREFORE, in consideration of the mutual promises, issuance and delivery of shares of stock, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, and agreeing to be legally bound hereunder, the parties hereby agree to the following terms and conditions as follows:

1.1

PURCHASE OF BUSINESS, ASSETS AND ASSUMPTION OF LIABILITIES.

     Subject to the exceptions and upon the terms and conditions set forth in this Agreement, (i) Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase, as per the schedule set forth here below:

10% of the total equity shares immediately upon signature of this agreement.

The balance equity shares up to 100% or the mutually agreed percentage in writing between there two parties, against fulfillment of the obligations stated herein but not later than 31^st December 2002., which is also set as the Closing date.

     At the Closing (as defined below), up to one hundred percent (100%) of PR Marine Inc., the Related Assets, the Assets (as defined below), properties, goodwill, all rights and interests of Seller in and to PR Marine as a going concern, of every nature, kind and description, tangible and intangible, wherever located and as reflected in the books and records of Seller or PR Marine (all collectively, the Business), shall be assumed by the Purchaser and (ii) Purchaser shall assume certain and only those liabilities of Seller that are specifically set forth herein on Schedule 1.1 hereof.

1.2

ASSETS.

     (a) ASSETS. Purchaser upon closing (as defined below) shall purchase: (i) up to One Hundred Percent (100%) of the assets set forth on Schedule 1.2(a) hereto, which include without limitation, cash, cash equivalents (including certificates of deposit), accounts receivable, inventory (raw materials, work in process and finished goods), furniture, fixtures, equipment, all Patents and other Intellectual Property and applications, all rights in and to all insurance policies, PR Marines documents and records, prepaid expenses, goodwill and other rights or interests that may accrue to or constitute the Business (or are used or useful in the Business) of PR Marine; and (ii) Sellers contractual rights, licenses, sales, dealer distribution, brokerage and marketing, supply, freight and floor plan contracts and arrangements, Intellectual Property rights, licenses, permits and approvals, and any and all intangible rights and interests set forth on Schedule 1.2(a) hereto, all of which shall be assigned to Purchaser at the Closing, if such rights and interests are by their terms assignable (collectively the Assets). The prorate owner SYHI interest in the Assets shall be sold to Purchaser free and clear of all liens, Encumbrances

3

and other interests, except for any Permitted Encumbrances set forth herein, pursuant to a bill of sale in the form attached hereto as Exhibit A (the Bill of Sale).

     (b) EXCLUDED ASSETS. Purchaser shall not purchase or assume: (i) any existing claims or litigation against or in favor of the Seller of any kind or nature, (ii) any breaches or defaults of any kind or nature of Seller under any contract, (iii) any infringement, default or breach of any kind or nature associated with Intellectual Property, (iv) any Benefit Plan or other benefit arrangement or agreement, (v) the contracts and agreements of Seller set forth on Schedule 1.2(b) hereto, or (vi) any Seller deferred Tax assets.

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