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                            STOCK PURCHASE AGREEMENT



      This Stock Purchase Agreement (this "Agreement") is made and entered into

as of July 8, 2005 by and among Acer Limited ("Seller"), Madison Avenue Holdings

Inc., a Delaware corporation (the "Company"), and Alex Kam ("Purchaser" and

together with Seller and the Company, the "Parties").



      WHEREAS, Seller is the sole record and beneficial owner of Five Hundred

Thousand (500,000) shares of $.001 par value common stock of the Company, and

wishes to sell 95% of those shares (the "Stock"); and



      WHEREAS, Purchaser wishes to purchase the Stock from Seller in a private

sale that is not part of a distribution or public offering.



      NOW, THEREFORE, in the Parties hereto agree as follows:



1.    Agreement to Purchase and Sell the Stock. Subject to the terms and

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      conditions of this Agreement, at the Closing (as hereinafter defined),

      Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from

      Seller, for a purchase price of One Hundred Twenty Thousand U.S. Dollars

      ($120,000) (the "Purchase Price"), four hundred and seventy-five hundred

      thousand (475,000) shares of common stock of the Company.



2.    Closing and Payment. In reliance upon the written representations and

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      warranties of Purchaser, Seller will sell and in reliance upon the written

      representations and warranties of Seller, Purchaser will purchase, at a

      single closing, the Stock. The closing shall be held on July 8, 2005, or

      such other date as the Parties may agree, at Guzov Ofsink, LLC, 600

      Madison Avenue, 14th Floor, New York, New York 10022 (the "Closing"). At

      the Closing, Seller will deliver to Purchaser original stock certificates

      evidencing the Stock to be purchased hereunder, along with completed and

      executed stock powers. At the Closing, Purchaser will deliver to Seller

      the Purchase Price by check or wire transfer to an account designated by

      Seller.



3.    Representations and Warranties of Seller. Seller hereby represents and

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      warrants to Purchaser that the statements in the following paragraphs of

      this Section 3 are all true and complete as of the date hereof and unless

      Seller gives written notice to Purchaser prior to the Closing to the

      contrary, will be true and correct on the date of Closing:



      3.1   Authority; Due Authorization; the Company. This Agreement has been

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            duly and validly executed and delivered by Seller, and upon the

            execution and delivery by Purchaser of this Agreement and the

            performance by Purchaser of its obligations herein, will constitute,

            a legal, valid and binding obligation of Seller. The Company, is a

            corporation duly incorporated, validly existing and in good standing

            under the laws of the state of Delaware. The execution and delivery

            by Seller of this Agreement does not, and the performance by Seller

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