Preview | Stock Purchase Agreement |

THIS STOCK PURCHASE AGREEMENT (the Agreement) is made and entered into this 8th day of July, 2005, by and between PACIFIC VEGAS GLOBAL STRATEGIES, INC., a Colorado corporation (the Seller), and JIANG ZUO (the Buyer).

WHEREAS, the Seller is the sole owner of FIFTY MILLION (50,000,000) shares (the Shares) of the issued and outstanding common stock of Cyber Technology Group Holdings Ltd. (CTGH), representing 100% of the issued and outstanding capital stock of CTGH;

WHEREAS, CTGH is an investment holding company incorporated in the British Virgin Islands in June 2000 and owns 100% of the capital stock of Pacific Vegas Development Ltd. (PVD);

WHEREAS, PVD is an information technology company incorporated in Samoa in April 2000 and owns 100% of the capital stock of Pacific Vegas International Ltd. (PVI);

WHEREAS, PVI is a company incorporated and located in the Commonwealth of Dominica since April 2000 and was established to conduct an offshore business of international sportsbook under the International Gaming License granted by the Government of the Commonwealth of Dominica;

WHEREAS, the Seller acquired CTGH on January 8, 2003, and since then until December 6, 2004, the Seller had operated, through CTGH and its subsidiaries, an international sportsbook business from the Commonwealth of Dominica by way of telecommunications and the Internet, and incurred significant financial losses in such business operations;

WHEREAS, on December 6, 2004, the Sellers Board of Directors reviewed its business operations and financial conditions and resolved to cease its entire operations of sportsbook business as an immediate remedial action to prevent further financial losses, and since then the Seller has been in a non-operating status with no active business operations conducted by itself or any of its subsidiary companies;

WHEREAS, the Seller now desires to terminate and dispose its interest in the business of CTGH through disposition of the Shares; and

WHEREAS, the Buyer desires to purchase or acquire the Shares pursuant to and in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the foregoing recitals and the respective covenants and conditions contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. SALE OF SHARES. The Seller hereby agrees to sell or transfer, and the Buyer hereby agrees to purchase or acquire, the Shares on the date of the Closing, for the consideration and on the terms and conditions specified herein.

2. CONSIDERATION. As consideration for the acquisition of the Shares:

2.1 The purchase price to be paid by the Buyer for the Shares at the Closing shall be the amount of ONE-HUNDRED-TWENTY-FIVE-THOUSAND U.S. DOLLARS (US$125,000) in cash or cleared funds.

2.2 The Buyer hereby agrees to assume and pay, and to hold the Seller harmless from, all liabilities shown on the consolidated balance sheet of CTGH attached hereto as Exhibit A and incorporated herein by this reference. Further, the Buyer agrees to indemnify and hold the Seller harmless from and against any and all bank loans, mortgages, borrowings, liabilities, obligations, damages, losses, deficiencies, costs, penalties, interests and expenses existing in or arising out of the operations of CTGH on or before the date of this Agreement.

2.3 The Buyer hereby agrees to cancel and release the Seller upon the Closing from its liability to CTGH as set forth on Exhibit A as Due from Holding Company in the amount of US$549,288, or such other amount not exceeding US$549,288 as may be included on Exhibit A as amended at the Closing.

3. REPRESENTATION AND WARRANTY OF THE SELLER. The Seller hereby represents and warrants to the Buyer that:

(1) At the Closing, the Buyer shall receive good and marketable title to the Shares to be purchased by the Buyer pursuant to this Agreement, free and clear of any and all pledges, liens, claims, restrictions and encumbrances of any nature or kind;

(2) The Seller has the full corporate power, authority and capacity, subject to the approval of the shareholders of the Seller, to transfer and deliver the Shares;

(3) The Board of Directors of the Seller has duly approved and authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(4) There is no claim, action, suit or proceeding pending or, to the actual knowledge of the Seller, threatened against or adversely affecting CTGH and/or its business or assets;

(5) CTGH and its subsidiary companies have duly filed with the appropriate tax authorities all tax returns required to be filed by CTGH itself and/or its subsidiary companies; and

(6) The Seller has previously made available to the Buyer a true, correct and complete list and copy of all material contracts and other material instruments to which, to the best knowledge of the Seller, CTGH or any of its subsidiary companies is a party.

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