ACQUISITION AGREEMENT

THIS AGREEMENT is dated April 22, 2008

BETWEEN:

Tom Zapatinas, an individual residing in the Province of Alberta;

Efthmios Voidis, an individual residing in Greece;

Elias Voidis, an individual residing in Greece;

Konstantina Tsoukali, an individual residing in Greece;

Arsenia Floropoulou, an individual residing in Greece;

Elias Salatas, an individual residing in Greece, and

Rick Walchuk, an individual residing in Greece.

(hereinafter referred to as the ?Shareholders?)

AND

SUN WORLD PARTNERS INC., a company incorporated pursuant to the laws of the State of Nevada.

(hereinafter referred to as ?Sun World?)

AND

H-PAY CARD INC., a company incorporated pursuant to the laws of the Province of Alberta, Canada.

(hereinafter referred to as ?H Pay?)

AND

KIMBERLEY COONFER, an individual residing in the Province of Alberta, Canada

(hereinafter referred to as ?Coonfer?)

AND

CARIBBEAN OVERSEAS INVESTMENTS LTD., a company incorporated pursuant to the laws of Belize, Central America.

(hereinafter referred to as ?Caribbean?)

AND

TIEMPO DE MEXICO LTD., a company incorporated pursuant to the laws of the

Province of Alberta, Canada.

(hereinafter referred to as ?Tiempo?)

WHEREAS:

A.

H Pay is a private Alberta company having an address at 1530 ? 9^th Avenue SE, Calgary, Alberta T2G 0T7;

B.

The Shareholders are the registered and beneficial owners of 100% percent of the issued and outstanding shares of H Pay being 12,000,000 common shares, (the ?Shareholders Shares?);

C.

Sun World is a public reporting company which is registered with the U.S. Securities and Exchange Commission, having an office address at 1601-14 Street SW., Calgary, Alberta,T3C 1E3.

D.

Sun World desires to acquire all of the issued and outstanding shares of H Pay (the ?H Pay Shares?) from the Shareholders on the basis of one common share of Sun World to be exchanged for each one common share of H Pay for a total of 12,000,000 common shares to be issued by Sun World (the ?Sun World Shares?) to the Shareholders; and

E.

The Parties wish to make provision for the divesture of Sun World?s currently owned subsidiary, Tiempo by way of the transfer of all of the issued and outstanding shares of Tiempo (the ?Tiempo Shares?) to Coonfer and Caribbean in exchange for the return to treasury of a total of  5,000,000 common shares of Sun World  (the ?Cancellation Shares?) currently held by Coonfer and Caribbean and to make provisions in regard to the outstanding intercompany loans between Tiempo and Sun World pursuant to the terms of this Agreement.  

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:

ARTICLE I

DEFINITIONS

Section 1.01.  The following terms shall have the following respective meanings:

(a)

?Closing Date? shall mean on or before April 30, 2008, or any other date that the parties hereto agree to in writing;

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(b)

?Share Exchange? shall mean the transfer, by the Shareholders, of the H Pay Shares to Sun World in exchange for the Sun World Shares;

(c)

?Share Redemption and Settlement? shall mean the redemption and cancellation of the Cancellation Shares for the Tiempo Shares and the forgiveness of the intercompany loans between Tiempo and Sun World as reflected on the financial statement of Sun World as at the Closing Date.

ARTICLE II

THE SHARE EXCHANGE  AND SHARE REDEMPTION AND SETTLEMENT

Section 2.01.

Exchange.  Based upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Shareholders agree to transfer the H Pay Shares to Sun World in exchange for Sun World issuing to the Shareholders, 12,000,000 Sun World Shares pursuant to Schedule 2.01.

Section 2.02.  Redemption.  Based upon the terms and subject to the conditions of this Agreement on the Closing Date, Coonfer and Caribbean shall tender the Cancellation Shares in exchange for the Tiempo Shares.

Section 2.03.

Settlement.  Based upon the terms and subject to the conditions of this Agreement on the Closing Date, any and an amount of $100,000 of the inter-company debt between Tiempo and Sun World shall be written off on the books of said companies.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF H PAY

Section 3.01.

Organization, Standing and Authority; Qualification.

(a)

H Pay is a corporation duly organized, validly existing and in good standing under the laws of the Province of Alberta with all requisite power and authority to enter into, and perform the obligations under the Agreement.  H Pay has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being and as heretofore conducted.

(b)

H Pay is duly qualified or otherwise authorized to transact business and is in good standing in the jurisdiction of the Province of Alberta, which is the only jurisdiction in which such qualification or authorization is required by law.  No other jurisdiction has claimed, in writing or otherwise, that H Pay is required to qualify or otherwise be licensed therein.  H Pay does not file any franchise, income or other tax returns in any other jurisdiction based upon the ownership or use of property therein or the derivation of income therefrom.

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Section 3.02.

Capitalization.   The H Pay Shares are duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights and are the only shares of H Pay issued and outstanding as at the date of this Agreement and shall be the only shares of H Pay issued and outstanding as at the date of Closing.

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