STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated as of
September, 1999 is made and entered into by and among
Blencathia Acquisition Corp., a Delaware corporation (the
"Company"); Gain Master Limited, a company organized under the
laws of the British Virgin Islands ("GML"); and Pierce Mill
Associates, and TPG Capital Corporation, (collectively, the
"Stockholders") with reference to the following:

The Company desires to sell to GML and GML desires to purchase
from the Company, shares of the Common Stock of the
Company (the "Company Shares") which shall represent 89% of all
issued and outstanding capital stock of the Company, computed on
a fully diluted basis, upon the terms and conditions hereafter
set forth but after the issuance to certain financial consultants
(the "Financial Consultants") of shares (the "Financial
Consultant Shares") of the Company's Common Stock which, as of
the Closing, will represent an aggregate of 4% of all issued and
outstanding shares.

The Stockholders own all of the capital stock of the Company and
will benefit by the consummation of the transactions contemplated
herein.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and in reliance upon the
representations and warranties hereinafter set forth, the parties
agree as follows:

DEFINITIONS

When used in this Agreement, the following terms shall have the
respective meanings set forth below:

"GML Contracts and Other Agreements" shall mean those contracts,
agreements, leases and other undertakings of GML which are listed
on Schedule 3.3 attached hereto and those contracts, agreements,
leases and other undertakings entered into in the ordinary course
of business from the date hereof.

"Cash and Cash Equivalents" shall mean all cash and cash
equivalents, monies in bank accounts, certificates of deposit,
bankers' acceptance, or government securities.

"Closing" shall mean the consummation of the transactions
contemplated in this Agreement which shall be on the date set
forth in Section 2.1 hereof.

"Company Contracts" shall have the meaning set forth in Section
4.8 hereof.

"Company Financial Statements" shall have the meaning set forth
in Section 4.4 hereof.

"Losses" shall have the meaning set forth in Section 8.1 hereof.

"Securities Act" shall mean the Securities Act of 1933 of the
United States of America, as amended.

PURCHASE OF SHARES

Purchase of Shares.  Subject to the terms and conditions set
forth in this Agreement and in reliance upon the representations
and warranties of the Company and GML herein set forth, at the
Closing, GML shall sell, issue and deliver the Company Shares to
GML, and GML shall purchase, acquire and accept the Company
Shares from the Company.

Consideration.  As consideration for the Company Shares,
Purchaser shall: pay to the Company in cash the aggregate amount
of U.S. $288,000.

CLOSING

Closing.  Subject to the satisfaction of the conditions precedent
specified in Section 7 hereof, the Closing of the transactions
contemplated by this Agreement shall take place at 11:00 a.m.
(Los Angeles time) at the offices of Loeb & Loeb LLP, 1000
Wilshire Blvd., Los Angeles, CA 90017 on or before September,
1999 (or on such other date as may be mutually agreed upon by the
parties).  At the Closing the following shall take place:
The Company shall deliver to GML a certificate evidencing the
Company Shares.

The Company shall execute and deliver a counterpart copy of the
Registration Rights Agreement referred to in Section 7.1(a)
below.

The Company shall deliver the Certificate referred to in Section
7.1(h) below.

GML shall deliver a check payable to the Company in the amount of
$288,000.

GML shall execute and deliver a counterpart copy of the
Registration Rights Agreement.

GML shall deliver the Certificate referenced to in Section
7.2(d).

The Company shall deliver certificates representing the Financial
Consultant Shares to the Financial Consultants in such
denominations and to such issues as designated by Mr. Bernard
Chan prior to the Closing.

The Company shall issue to GML and deliver to Loeb & Loeb LLP a
certificate representing the Escrow Shares (as defined in Section
8.6 below.)

REPRESENTATIONS AND WARRANTIES OF GML

GML hereby represents and warrants to the Company as follows:
Organization.

GML is a company duly organized, validly existing, and in good
standing under the laws of the British Virgin Islands.  GML has
the power and authority to carry on its business as presently
conducted; and GML is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on its business.

No Conflict.  The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not
conflict with or result in a breach of any term or provision of,
or constitute a default under, the charter documents of GML or
any agreement, contract or instrument to which it is a party or
by which it or any of its assets are bound.

Authority.  GML has full power and authority to enter into this
Agreement and to carry out the transactions contemplated herein.
The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby, have been duly
authorized and approved by the Board of Directors of GML and no
other corporate or other proceedings on the part of GML are
necessary to authorize this Agreement and the transactions
contemplated hereby.

Securities Laws.  GML understands that the Company Shares are not
being registered under the Securities Act, on the ground that the
offer and sale of the Company Shares under this Agreement are
exempt from the registration provisions of Section 5 of the
Securities Act pursuant to Section 4(2) thereof, as transactions
by an issuer not involving any public offering, and/or may be
deemed not to involve an offer or sale within the meaning of
Section 5 of the Securities Act pursuant to Regulation D
promulgated thereunder, and that the Company Shares may not be
resold in any transaction subject to Section 5 of the Securities
Act unless registered or an exemption from registration is
available for such sale, and that the certificates representing
the Company Shares will bear a legend to that effect,
substantially in the form set forth on Schedule 3.4 attached
hereto.  GML is acquiring the Company Shares for investment
purposes only and not with a view to distribution or resale
thereof, except that the Company Shares may be distributed to the
shareholders of GML in complete liquidation of GML provided that
each such shareholder delivers to the Company a written
representation substantially to the effect of this Section 3.4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY
     AND THE STOCKHOLDERS

The Company and the Stockholders hereby represent and warrant to
GML as follows:

Organization

The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Delaware, has
the corporate power and authority to carry on its business as
presently conducted, and is qualified to do business in all
jurisdictions where the failure to be so qualified would have a
material adverse effect on the business of the Company.
The copies of the Certificate of Incorporation of the Company,
and the By-laws of the Company heretofore furnished to GML are
complete and correct copies of the Certificate of Incorporation
and the By-laws of the Company as amended and in effect on the
date hereof.

Capitalization of the Company.  The authorized capital stock of
the Company consists of 100,000,000 shares of Common Stock, par
value U.S.$.0001 per share, of which 5,000,000 shares are
presently, and will be immediately prior to the Closing,
outstanding and 20,000,000 shares of Preferred Stock, par value
U.S. $.0001 per share, none of which is outstanding.  All
outstanding shares are duly authorized, validly issued, fully
paid and non-assessable, and, at the Closing, the Company Shares
will be duly authorized, validly issued, fully paid and non-
assessable.  There are no other outstanding shares of capital
stock or other securities or other equity interests of the
Company or contracts, options, warrants or rights of any kind to
acquire such stock, other securities or other equity interests.
There are no outstanding agreements which impose an obligation to
file a registration statement or register any of the capital
stock of the Company.

Subsidiaries and Investments.  The Company does not own any
capital stock or have any interest in any corporation,
partnership or other form of business organization or investment.
 Financial Statements.  The unaudited balance sheet of the
Company as of June 30, 1999 (the "Company Financial Statements")
(a) was prepared in accordance with the books and records of the
Company; (b) was prepared in accordance with U.S. generally
accepted accounting principles consistently applied; and (c) is
complete, accurate and truly and fairly presents the Company's
financial condition as of such date.

Absence of Material Changes.  Since June 30, 1999, there has not
been:

any material change in the condition (financial or otherwise) of
the properties, assets, liabilities or business of Company.

any redemption, purchase or other acquisition of any shares of
the capital stock of Company, or any issuance of any shares of
capital stock or the granting, issuance or execution of any
rights, warrants, options or commitments by the Company relating
to its authorized or issued capital stock.

Litigation.  There is no dispute, claims, arbitration,
litigation, proceeding or investigation pending or, to the best
knowledge of the Company and the Stockholders, threatened against
the Company affecting any of its properties or assets or that
might call into question the validity of this Agreement, or any
action taken or to be taken pursuant hereto.

Title to Assets.  The Company has good and marketable title to
all of its assets and properties now carried on its books
including those reflected in the balance sheet contained in the
Company Financial Statements, free and clear of all liens,
claims, charges, security interests or other encumbrances, except
as described in the Company Financial Statements or arising
thereafter in the ordinary course of business (none of which will
be material).

Contracts and Undertakings.  The Company has no contracts,
agreements, leases, licenses, arrangements, commitments or other
undertakings (collectively, the "Company Contracts") to which the
Company is a party or to which it or its property is subject.
Transactions with Affiliates, Directors and Shareholders.  Except
as set forth on Schedule 4.9 attached hereto, there are no
contracts, agreements, arrangements or other transactions between
the Company and any officer, director, or 5% stockholder, a
member of any such officer, director or 5% stockholder's family,
or any affiliate of any such officer, director or 5% stockholder.
No Conflict.  The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not
conflict with or result in a breach of any term or provision of,
or constitute a default under, the charter documents or By-laws
of the Company or any Stockholder, or any agreement, contract or
instrument to which the Company or any Stockholder is a party or
by which it or any of its respective assets are bound.
Authority.  Each of the Stockholders and the Company has full
power and authority to enter into this Agreement and to carry out
the transactions contemplated herein without the consent,
approval, license or concurrence of any other party.  The
execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, and the issuance of the Company
Shares in accordance with the terms hereof, have been duly
authorized and approved by the Board of Directors of the Company
and no other corporate proceedings on the part of Company are
necessary to authorize this Agreement, the transactions
contemplated hereby and the issuance of the Company Shares in
accordance with the terms hereof.

Compliance with Law.  The Company has in all material respects
complied with and it is now in all material respects in
compliance with, all applicable laws, rules and regulations.  All
outstanding securities have been, and, assuming the accuracy of
the investment representations provided by GML to the Company
pursuant to the provisions hereof, the Company Shares will be,
issued in full compliance in all material respects with all state
and federal securities laws.  The filings of the Company with the
United States Securities and Exchange Commission contain no
material misstatement or fail to state a material fact necessary
to make the statements made, in light of the circumstances under
which they were made, not misleading.

Directors and Employees and Service Contracts.

Other than the directors and officers set forth on Schedule 4.13
attached hereto, the Company has no other directors or officers.
The Company has no employees.

Business Operations.  The Company has never engaged in any
business operations other than to attempt to effect a merger,
exchange of capital stock, asset acquisition or other business
combination.

COVENANTS AND AGREEMENTS OF THE PARTIES EFFECTIVE PRIOR TO CLOSING

Corporate Examinations and Investigations.  Prior to the Closing,
each party shall be entitled, through its advisors, employees and
representatives, to make such investigations and examinations of
the books, records and financial condition of the Company and GML
as each party may request.  In order that each party may have the
full opportunity to do so, the Company, and GML shall furnish
each party and its representatives during such period with all
such information concerning the affairs of the Company and GML,
as the case may be, as each party or its representatives may
reasonably request and cause the Company and GML, as the case may
be, and their respective officers, employees, consultants,
agents, accountants and attorneys to cooperate fully with each
party's representatives in connection with such review and
examination and to make full disclosure of all information and
documents requested by each party and/or its representatives.
Any such investigations and examinations shall be conducted at
reasonable times and under reasonable circumstances, it being
agreed that any examination or original documents will be at each
party's premises, with copies thereof to be provided to each
party and/or its representatives upon request.

Cooperation; Consents.  Prior to the Closing, each party shall
cooperate with the other party to the end that the party shall
(i) in a timely manner make all necessary filings with, and
conduct negotiations with, all authorities and other persons the
consent or approval of which, or the license or permit from which
is required for the consummation of the transactions contemplated
by this Agreement and (ii) provide to each other party such
information as the other party may reasonably request in order to
enable it to prepare such filings and to conduct such
negotiations.

Conduct of Business.  Subject to the provisions hereof, from the
date hereof through the Closing, the Company and GML shall
conduct its respective businesses in the ordinary course and in
such a manner so that the representations and warranties
contained herein shall continue to be true and correct in all
material respects during the period from the date hereof and the
date of the Closing and as of the date of the Closing as if made
at and as of the Closing.

Litigation.  From the date hereof through the Closing, each
party hereto shall promptly notify the other party of any
lawsuits, claims, proceedings or investigations which after the
date hereof are threatened or commenced against such party or any
of its affiliates or any officer, director, employee, consultant,
agent or shareholder thereof, in their capacities as such, which,
if decided adversely, could reasonably be expected to have a
material adverse effect upon the condition (financial or
otherwise), assets, liabilities, business, operations or
prospects of such party or any of its subsidiaries.

Notice of Default.  From the date hereof through the Closing,
each party hereto shall give to the other parties prompt prior
written notice of the occurrence or existence of any event,
condition or circumstance occurring which would constitute a
violation or breach of this Agreement by such party or which
would render inaccurate in any material respect any of such
party's representations or warranties herein.

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

All representations, warranties and covenants of the parties
hereto contained herein shall survive the consummation of the
transactions contemplated by this Agreement and remain in full
force and effect for a period of one year from the Closing.

CONDITIONS TO CLOSING

Conditions to Obligation of GML.  The obligations of GML under
this Agreement shall be subject to each of the following
conditions precedent:

Representations and Warranties of Company to be True.  The
representations and warranties of the Company herein contained
shall be true, accurate and complete at the Closing with the same
effect as though made at such time, except as to effect of
transactions, payments and liabilities incurred in the ordinary
course of business since the date hereof.  The Company shall have
performed in all material respects all obligations and complied
in all material respects, with all covenants and conditions
required by this Agreement to be performed or complied with by it
at or prior to the Closing.

No Legal Proceedings.  No injunction or restraining order shall
be in effect prohibiting this Agreement, and no action or
proceeding shall have been instituted and remain pending as of
the Closing to restrain or prohibit the transactions contemplated
by this Agreement.

Statutory Requirements.  All statutory requirements for the valid
consummation by the Company of the transactions contemplated by
this Agreement shall have been fulfilled.  All authorizations,
consents and approvals of all governments and other persons
required to be obtained in order to permit consummation by the
Company of the transactions contemplated by this Agreement shall
have been obtained.

Registration Rights Agreement.  The Company and GML shall have
entered into a Registration Rights Agreement in the form attached
hereto as Exhibit A.

Assets.  The Company shall have no assets as of the Closing..
No Liabilities.  There shall be no liabilities of the Company as
of the Closing of any nature whatsoever.

Officers.  Upon the Closing, the Board of Directors of the
Company shall have appointed the following persons to the offices
set forth opposite his/her name:

          Name                   Office

Trading.  The Company's Common Stock shall be trading on the OTC
Bulletin Board.

Certificate.  The Company shall have delivered to GML an
officer's certificate substantially in the form of Exhibit 7.1(h)
as to the satisfaction of the foregoing conditions.
Conditions to Obligations of the Company.  The obligation of the
Company under this Agreement shall be subject to the following
conditions precedent:

Representations and Warranties of GML to be True.  The
representations and warranties of GML herein contained shall be
true, accurate and complete in all material respects at the
Closing with the same effect as though made at such time, except
as to effect of transactions, payments and liabilities incurred
in the ordinary course of business since the date hereof.  GML
shall have performed in all material respects all obligations and
complied in all material respects, with all covenants and
conditions required by this Agreement to be performed or complied
with by it prior to the Closing.

No Legal Proceedings.  No injunction or restraining order shall
be in effect prohibiting this Agreement, and no action or
proceeding shall have been instituted and, at what would
otherwise have been the Closing, remain pending before the court
to restrain or prohibit the transactions contemplated by this
Agreement.

Statutory Requirements.  All statutory requirements for the valid
consummation by GML of the transactions contemplated by this
Agreement shall have been fulfilled.  All authorization, consents
and approvals of all governments and other persons required to be
obtained in order to permit consummation by GML of the
transactions contemplated by this Agreement shall have been
obtained.

Certificate.  GML shall have delivered to the Company an
officer's certificate substantially in the form of Exhibit
7.2(d), as to the satisfaction of the foregoing conditions.

INDEMNIFICATION/ESCROW

Indemnification by GML.  Provided the Company's claim therefor is
instituted by written notice within the time period specified in
Section 6 hereof, GML shall indemnify, defend and hold harmless
and in all respects make whole the Company from and against any
and all damages, judgments and payments ("Losses") which may be
incurred or suffered by the Company or to which it may be
subject, which may arise out of or result from any breach of or
exist in violation of any representation, warranty, covenant or
agreement of GML contained in this Agreement.  Notwithstanding
the foregoing, GML shall have no liability to the Company
hereunder until such time as the aggregate amount of Losses
exceeds U.S.$5,000 and then only for the amounts, if any, in
excess thereof.  Payment of the indemnity hereunder shall be made
by the return to the Company of Company Shares valued at
U.S.$______ per Share.

Indemnification by the Company and the Stockholders.  Provided
the claim therefor is instituted by written notice within the
time period specified in Section 6 hereof, the Company and the
Shareholders shall jointly indemnify, defend and hold harmless
and in all respect make whole GML from and against any Losses
which may be incurred or suffered by any such party or to which
any such party may be subject, which may arise out of or result
from any breach of or exist in violation of any representation,
warranty, covenant or agreement of the Company contained in this
Agreement or with respect to any liability of the Company and
Stockholders as of the Closing.  Notwithstanding the foregoing,
the Company and the Stockholders shall have no liability to GML
hereunder until such time as the aggregate amount of Losses
exceeds U.S.$5,000 and then only for the amounts in excess, if
any, in excess thereof.  Notwithstanding the foregoing, if, as a
result of a breach of representation by the Company or the
Stockholders hereunder, GML and or its designees receives Company
shares representing less than 89% of the outstanding capital
stock of the Company on a fully diluted basis then the Company
shall issue such additional Company Shares so that GML and/or its
designees shall have received 89% of the outstanding capital (on
a fully diluted basis) as of the Closing.

Computation of Losses.  For purposes of calculating any Losses
suffered by an indemnified party pursuant to Sections 8.1 or 8.2
hereof, the amount of the Losses suffered by the indemnified
party shall be the net amount of damage so suffered after giving
effect to any insurance proceeds recovered with respect to such
matter and to any tax benefits attributable to such damage and
actually derived therefrom in the same year or in a subsequent
taxable period.

Notice to Indemnifying Party.  If any party (the "Indemnified
Party") receives notice of any claim or other commencement of any
action or proceeding with respect to which any other party (or
parties) (the "Indemnifying Party") is obligated to provide
indemnification pursuant to Sections 8.1 or 8.2 hereof, the
Indemnified Party shall promptly give the Indemnifying Party
written notice thereof which notice shall specify, if known, the
amount or an estimate of the amount of the Losses arising
therefrom.  Such notice shall be a condition precedent to any
liability of the Indemnifying Party for indemnification
hereunder.  The Indemnified Party shall not settle or compromise
any claim by a third party for which it is entitled to
indemnification hereunder, without the prior written consent of
the Indemnifying Party (which consent shall not be unreasonably
withheld or delayed) unless suit shall have been instituted
against it and the Indemnifying Party shall not have taken
control of such suit after notification thereof as provided in
Section 8.4 hereof.

Defense by Indemnifying Party.  In connection with any claim
giving rise to indemnity hereunder resulting from or arising out
of any claim or legal proceeding by a person who is not a party
to this Agreement, the Indemnifying Party at its sole cost and
expense shall assume the defense of any such claim or legal
proceeding using counsel of its choice (subject to the approval
of the Indemnified Party, which approval may not be unreasonably
withheld or delayed).  The Indemnified Party shall be entitled to
participate in the defense of any such action, with its counsel
and at its own expense; provided, however, that if the
Indemnified Party, in its sole reasonable discretion, determines
that there exists a conflict of interest between the Indemnifying
Party (or any constituent party thereof) and the Indemnified
Party or that the Indemnifying Party does not have sufficient
financial resources to fully defend the proceeding or to pay the
claim or judgment, the Indemnified Party (or any constituent
party thereof) shall have the right to engage separate counsel,
the reasonable costs and expenses of which shall be paid by the
Indemnifying Party, but in no event shall the Indemnifying Party
be liable for the costs and expenses of more than one such
separate counsel unless with the prior written consent of the
Indemnifying Party.  If the Indemnifying Party does not assume
the defense of any such claim or litigation resulting therefrom,
the Indemnified Party may defend against such claim or
litigation, after giving notice of the same to the Indemnifying
Party, on such terms as the Indemnified Party may deem
appropriate, and the Indemnifying Party shall be entitled to
participate in (but not control) the defense of such action, with
its counsel and at its own expense.

Escrow of Company Shares.  At the Closing, the Company shall
deliver a certificate evidencing shares representing 2% of
the issued and outstanding shares of the Company's Common Stock
on a fully diluted basis (the "Escrow Shares") to Loeb & Loeb LLP
to be held in escrow and applied in accordance with the
provisions of this Section 8.6.  Loeb & Loeb LLP is hereby
authorized and instructed to deliver the Escrow Shares to GML at
such time as the Company enters into an agreement with a third
party for financial public relations services. The parties
acknowledge that Loeb & Loeb LLP presently represents GML and
will represent the Company after the Closing and hereby consent
to having Loeb & Loeb LLP act as escrow agent hereunder and agree
to indemnify and hold harmless Loeb & Loeb LLP from any
liability, loss or damage suffered or incurred by Loeb & Loeb LLP
acting hereunder.

COVENANTS AFTER THE CLOSING

As soon as reasonably practicable after the Closing, GML will, at
is expense, cause the Company to organize a wholly subsidiary
(the "Subsidiary") to manufacture and sell electronic and digital
organizers under the "Amax" name.  GML will arrange for the
establishment of a new business under the Subsidiary relating to
electronic and digital organizers including recruiting employees,
establishing manufacturing facilities, sourcing of raw materials
and registering the Amax trademark in relevant territories, it
being understood, however, that it is contemplated that financing
(debt, equity or a combination thereof) will be undertaken in
connection with such business.

MISCELLANEOUS

Further Assurances.  From time to time, at the other party's
request and without further consideration, each of the parties
will execute and deliver to the others such documents and take
such action as the other party may reasonably request in order to
consummate more effectively the transactions contemplated hereby.
Expenses of Sale.  Except as otherwise provided herein, each
party shall bear its own direct and indirect expenses incurred in
connection with the negotiation and preparation of this Agreement
and the consummation and performance of the transactions
contemplated herein, except that the Stockholders shall be
resopnsible for any expenses of the Company.  Without limitation,
such expenses shall include the fees and expenses of all
attorneys, brokers, investment bankers, accountants, agents and
finders and other professionals incurred in connection herewith,
acting on behalf of such party.

Use and Confidentiality.  All of the information, records, books,
and data to which the parties are given access as set forth
herein shall be used by the parties solely for the purpose of
confirming the representations and warranties set forth herein.
Subject to any obligation to comply with (i) any law (ii) any
rule or regulation of any authority or securities exchange of
(iii) any subpoena or other legal process to make information
available to the persons entitled thereto, whether or not the
transactions contemplated herein shall be concluded, all
information obtained by any party about the other, and all of the
terms and conditions of this Agreement, shall be kept in
confidence by each party, and each party shall cause its
shareholders, directors, trustees, officers, employees, agents
and attorneys to hold such information confidential.  Such
confidentiality shall be maintained to the same degree as such
party maintains its own confidential information and shall be
maintained until such time, if any, as any such data or
information either is, or becomes, published or a matter of
public knowledge; provided, however, that the foregoing shall not
apply to any information obtained by either party through its own
independent investigations of the other party or received by such
party from a third party not under any obligation to keep such
information confidential nor to any information obtained by such
party which is generally known to others engaged in the trade or
business; and provided, further, that, from and after the
Closing, such party shall be under no obligation to maintain
confidential any such information concerning the other party.  If
this Agreement shall be terminated for any reason, each party
shall return or cause to be returned to the other all written
data, information, files, records and copies of documents,
worksheets and other materials obtained by such party in
connection with the transactions contemplated herein.
Notices.  All notices, requests and other communications
hereunder shall be in writing and shall be delivered by courier
or other means of personal service (including by means of a
nationally recognized courier service or professional messenger
service), or sent by telex or telecopy or mailed first class,
postage prepaid, by certified mail, return receipt requested, or
by Federal Express or other reputable overnight delivery service,
in all cases, addressed to:

To GML:

Gain Master Limited
Jipfa Building
Main Street
P.O. Box 181
Road Town Tortola
British Virgin Islands
Attn:  President

With a copy to:

David L. Ficksman, Esq.
Loeb & Loeb LLP
1000 Wilshire Blvd., Suite 1800
Los Angeles, California 90017
Tel: (213) 688-3698
Fax: (213) 688-3460

To the Company or the Stockholders:

Blencathia Acquisition Corp.
1404 R Street N.W.
Washington D.C. 20009
Attn:  James R. Cassidy
Tel: (202) 387-5400
Fax: (202)_________

All notices, requests and other communications shall be deemed
given on the date of actual receipt or delivery as evidenced by
written receipt, acknowledgment or other evidence of actual
receipt or delivery to the address if sent by courier or other
means of personal service.  In case of service by telecopy, the
notices, requests and other communications shall be deemed to
have been made on the date of dispatch provided that a copy of
such notice, request or other communication shall be personally
delivered or sent by registered or certified mail, in the manner
set forth above, within three (3) business days thereafter.
Either party hereto may from time to time by notice in writing
served as set forth above designate a different address or a
different or additional person to which all such notices or
communications thereafter are to be given.

Parties in Interest.  Except as otherwise expressly provided
herein, all the terms and provisions of this Agreement shall be
binding upon, shall inure to the benefit of and shall be
enforceable by the respective heirs, beneficiaries, personal and
legal representatives, successors and assigns of the parties
hereto; provided, however, that no assignment or transfer by any
party of this Agreement or its rights or obligations hereunder
shall occur without the prior written consent of the other
parties hereto.

Entire Agreement, Amendments.  This Agreement, including the
Schedules, Exhibits and other documents and writings referred to
herein or delivered pursuant hereto, which form a part hereof,
contains the entire understanding of the parties with respect to
this subject matter.  There are no restrictions, agreements,
promises, warranties, covenants or undertakings other than those
expressly set forth herein or therein.  This Agreement supersedes
all prior agreements and understandings between the parties with
respect to its subject matter.  This Agreement may be amended
only by a written instrument duly executed by the parties or
their respective permitted successors or assigns.
Headings, Etc.  The section and paragraph headings contained in
this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretations of this
Agreement.

Pronouns.  All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the person, persons, entity or
entities may require.

Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
Governing Law.  This Agreement shall be governed by the laws of
the State of California.

Attorneys' Fees.  If any legal action or other proceeding is
brought for the enforcement of this Agreement or because of any
dispute, breach, default or claim hereunder, the successful or
prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs it incurred in that action or
proceeding, in addition to any other relief to which it may be
entitled.

IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the parties hereto as of the date first above
written.

Blencathia Acquisition Corp.



By:
Name:
Title:

Gain Master Limited


By:
Name:
Title:

Pierce Mill Associates

By:
Name:
Title:

TPG Capital Corporation

By:
Name:
Title:

SCHEDULE 3.4

TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE
SECURITIES ACT OF 1933 (THE "ACT").  THE SECURITIES EVIDENCED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR APPLICABLE STATE LAW AND MAY NOT BE OFFERED OR
SOLD IN ANY TRANSACTION SUBJECT TO THE REGISTRATION REQUIREMENTS
OF THE ACT OR APPLICABLE STATE LAW UNLESS SUCH SECURITIES ARE
REGISTERED UNDER THE ACT OR APPLICABLE STATE LAW OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE ACT OR APPLICABLE STATE
LAW IS AVAILABLE.