Exlites Holdings International Inc (EXHI)

[B7$4]

"EXHI News" Exlites Holdings International, Inc. (EXHI) Announces the Signing of a Letter of Intent Regarding a Change of Control and Merger with Shining Bell Co., Ltd.
Exlites Holdings International, Inc. (Pink Sheets: EXHI) (a New Mexico corporation) and Shining Bell Co., Ltd. (a Japanese corporation) have signed a Letter of Intent with respect to the principal terms and conditions under which Exlites Holdings International, Inc. will acquire 100 percent of the outstanding capital stock of Shining Bell Co., Ltd.

http://www.marketwatch.com/story/exlites-holdings-international-inc-exhi-announces-the-signing-of-a-letter-of-intent-regarding-a-change-of-control-and-merger-with-shining-bell-co-ltd-2010-05-20?reflink=MW_news_stmp

LOS ANGELES, May 20, 2010 /PRNewswire via COMTEX/ -- Exlites Holdings International, Inc. (Pink Sheets: EXHI) (a New Mexico corporation) and Shining Bell Co., Ltd. (a Japanese corporation) have signed a Letter of Intent with respect to the principal terms and conditions under which Exlites Holdings International, Inc. will acquire 100 percent of the outstanding capital stock of Shining Bell Co., Ltd. This transaction will take place as the result of an acquisition of fifteen million (15,000,000) shares of Exlites Holdings International, Inc., representing a majority control position, by Masahiro Sakagami. The merger is expected to close on or about the close of business, June 10, 2010. In accordance with the terms of the Letter of Intent, the company will change its name to Shining Bell Holdings International, Inc., and the company will immediately apply for a new CUSIP number and trading symbol to reflect the name change.

Based in Tokyo, Japan and with offices in Los Angeles, California, Shining Bell Co., Ltd., is active in the multi-billion dollar Japanese Travel and Tourism industry. The company organizes tours of destination areas such as Southern California for Japanese newlyweds.

In accordance with the terms of the LOI, all current officers and directors of the company will resign, and Masahiro Sakagami will be appointed as President and Director. Other new officers and directors will be announced at the closing. Newly appointed officers will be hereby authorized, empowered and directed to authorize delivery of stock certificates issued in connection with the merger agreement.

The parties hereto acknowledge that this letter does not contain all particulars upon which the agreement will be reached in order for the acquisition to be consummated. Further, among other conditions specified herein or otherwise agreed to by the parties, the obligations of all parties are subject to further negotiations.