SHARE EXCHANGE AGREEMENT



                                  BY AND AMONG



                               SUNNINGDALE, INC.,



               THE STOCKHOLDERS OF ADVANCED ALUMINIUM GROUP, LTD.,



                         ADVANCED ALUMINIUM GROUP, LTD.,



                                       AND



                        KEATING REVERSE MERGER FUND, LLC



                         DATED AS OF SEPTEMBER 22, 2004



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                            SHARE EXCHANGE AGREEMENT



      THIS SHARE EXCHANGE  AGREEMENT (the  "Agreement") is made and entered into

as of September 22, 2004, by and among Sunningdale Inc., a Delaware  corporation

(the "Buyer"),  Keating Reverse Merger Fund, LLC, a Delaware  limited  liability

company (the "KRM Fund"),  Advanced  Aluminium Group, Ltd., a corporation formed

and organized under the laws of the United Kingdom ("Company"),  and each of the

persons  listed under the caption  "Stockholders"  on the signature page hereof,

such persons being all of the stockholders of Company. The Stockholders shall be

referred to herein  collectively as the  "Stockholders"  and individually as the

"Stockholder".



                                    RECITALS



      A.  Stockholders  own all of the Shares (as defined in Section 1.1) of the

Company.  B. The KRM Fund owns the majority of the issued and outstanding shares

of common  stock of Buyer.  C. Buyer  desires to purchase all of the Shares from

the  Stockholders,  and the Stockholders  desire to sell the Shares to Buyer, on

the terms and conditions hereinafter set forth.



      D. As a condition and inducement to Buyer's and the KRM Fund's willingness

to enter into this Agreement,  the Stockholders  will, at Closing (as defined in

Section 1.2) enter into a voting  agreement in  substantially  the form attached

hereto as Exhibit A (the "Voting Agreement").



      E. The parties  intend,  by executing this  Agreement,  to adopt a plan of

reorganization within the meaning of Section 368 of the Internal Revenue Code of

1986, as amended (the "Code").



      NOW,   THEREFORE,   in  consideration  of  the  covenants,   promises  and

representations set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged,  the parties agree

as follows:



                                    ARTICLE I



                           SALE AND PURCHASE OF SHARES



      1.1 Sale and  Purchase.  At the  Closing and subject to and upon the terms

and conditions of this Agreement,  the Stockholders agree to sell,  transfer and

assign to Buyer, and Buyer agrees to purchase from the Stockholders,  all of the

shares of  Company  Common  Stock  (as  defined  in  Section  3.3)  owned by the

Stockholders as specifically set forth on Schedule 1.1 hereto ("Shares").  As of

Closing, the Shares shall constitute all of the issued and outstanding shares of

Company  Common Stock.  The sale and purchase of Shares  contemplated  hereunder

shall be referred to herein as the "Transaction".



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      1.2 Closing.  Unless this Agreement shall have been terminated pursuant to

Article IX hereof,  the closing of the Transaction  (the  "Closing")  shall take

place at the offices of Loeb & Loeb LLP,  345 Park  Avenue,  New York,  New York

10154 at a time and date to be specified by the parties, which shall be no later

than the third business day after the  satisfaction  or waiver of the conditions

set forth in  Article  VII,  or at such other  time,  date and  location  as the

parties hereto agree in writing (the "Closing Date").



      1.3 Purchase Price. The aggregate  purchase price  ("Purchase  Price") for

the Shares  shall be Two Million Two Hundred  Ninety Five  Thousand  (2,295,000)

shares of common stock of Buyer ("Buyer's Shares"), which shall represent ninety

percent  (90%) of the issued and  outstanding  shares of common  stock of Buyer,

immediately following the Closing.



      1.4 Allocation of Buyer's Shares. At the Closing, the Buyer's Shares to be

issued to the Stockholders shall be issued to the respective  Stockholders;  (i)

in  proportion  to their  respective  ownership  of the Shares as  described  in

Schedule 1.1 hereto,  and (ii) in accordance  with the provisions of Section 1.9

hereof.



      1.5 Delivery of  Certificates  Representing  the Shares.  At Closing,  the

Stockholders  shall deliver the  certificate(s)  representing  the Shares,  duly

endorsed to Buyer or  accompanied  by stock powers duly endorsed to Buyer,  with

each Stockholder's  signature  medallion  guaranteed by a national bank and with

(i) all such  other  documents  as may be  required  to vest in  Buyer  good and

marketable  title to the Shares  free and clear of any and all Liens (as defined

in Section 2.3  hereof)  and (ii) all  necessary  stock  transfer  and any other

required  documentary  stamps.  The  Stockholders  shall  cause the  Company  to

recognize and record the transfers described in this Section 1.5 on its transfer

books.



      1.6 Issuance of  Certificates  Representing  Buyer's  Shares.  At Closing,

Buyer  shall  cause the  Buyer's  Shares to be  issued  to the  Stockholders  as

provided  in Section  1.4 above.  The  Buyer's  Shares,  when  issued,  shall be

restricted shares and may not be sold,  transferred or otherwise  disposed of by

the  Stockholders  without  registration  under the  Securities  Act of 1933, as

amended ("Securities Act") or an available exemption from registration under the

Securities Act. The  certificates  representing  the Buyer's Shares will contain

the  appropriate  restrictive  legends.  The Buyer shall cause  Corporate  Stock

Transfer (the "Transfer Agent") to recognize and record the transfers  described

in this Section 1.6 on its  transfer  books,  and Buyer shall issue  appropriate

stop-transfer  instructions  to the  Transfer  Agent with respect to the Buyer's

Shares.  1.7 Tax  Consequences.  It is intended  by the parties  hereto that the

Transaction shall constitute a reorganization  within the meaning of Section 368

of  the  Code.   The  parties   hereto  adopt  this  Agreement  as  a  "plan  of

reorganization"  within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the

United States Income Tax Regulations.



      1.8 Taking of Necessary Action;  Further Action. 1.9 If, at any time after

the  Closing,  any further  action is  necessary  or  desirable to carry out the

purposes  of this  Agreement  and to vest  Buyer  with  full  right,  title  and

possession  to the  Shares,  the  Stockholders  will  take all such  lawful  and

necessary action.





                                       2

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      1.9 Transaction  Deposit.  Upon execution of this  Agreement,  the Company

shall pay Buyer a $50,000  deposit ("First  Deposit").  In the event the Company

fails to perform and satisfy its  obligations  to deliver to Buyer the Financial

Data (as defined  below),  on or before the Compliance  Date (as defined below),

the Company shall pay to Buyer an additional  $50,000  ("Second  Deposit") on or

before the  Compliance  Date.  Upon payment of the Second  Deposit by Company in

accordance with this Section 1.9, the original Compliance Date shall be extended

by thirty (30) days.  The First Deposit and Second  Deposit shall be referred to

herein  collectively as the "Deposits").  The Deposits shall be held by Buyer in

accordance with Sections 6.14 and 9.2 of this Agreement.



      For purposes of this Agreement,  (i) the term "Compliance Date" shall mean

the date which is thirty (30) days after the date of this Agreement,  subject to

extension as provided  for in this  Section  1.9,  and (ii) the term  "Financial

Data" shall mean the  Company  U.S.  GAAP  Financial  Statements  (as defined in

Section 6.1), the Company Proforma  Financial  Statements (as defined in Section

6.2), the Questionnaires (as defined in Section 6.3), the Accountant Undertaking

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