ex10-2.htm


    Exhibit
      10.2


    FIRST
      AMENDMENT TO STOCK PURCHASE AGREEMENT

    


    THIS
      FIRST AMENDMENT to the Stock
      Purchase Agreement (the "First Amendment") is made effective as of the 30th day of
      July, 2007
      by and between (Harold A. Yount, Jr. and Brenda P. Yount, collectively with
      addresses at 205 East Roosevelt, Boerne, Texas 78006, David M. Loev with an
      address of 6300 West Loop South, S. 280, Houston, TX 77401 and Loev Corporate
      Filings, Inc. with an address of 4712 Bellview St., Bellaire, TX 77401, Harold
      A. Yount, Jr., Brenda P. Yount, David M. Loev, Loev Corporate Filings, Inc.
      shall be hereinafter collectively referred to as the "Sellers" or individually
      as a "Seller,” and Huaqin Zhou, Xiaojin Wang and Huakang Zhou with addresses at
      18 Kimberly Court, East Hanover, NJ 07936 (hereinafter, collectively the
      "Purchasers" or “Purchaser”).

    


    


    WI
      TNESSETH

    


    WHEREAS,
the
      original
      Stock Purchase Agreement was executed on June 29, 2007 (the “Original
      Agreement”).

    


    WHEREAS,
the
      parties
      desire to amend the Original Agreement to provide for additional services to
      be
      provided by Harold A. Yount after Closing.

    


    NOW
      THEREFORE, in
      consideration of the foregoing representations and for other good and valuable
      consideration, the receipt and legal sufficiency of which is acknowledged,
      the
      parties hereto, intending to be legally bound, do hereby agree to amend the
      Original Agreement as follows:

    


    
      	
              1.

            	
              Unless
                provided otherwise, all defined terms used in this First Amendment
                shall
                have the meanings ascribed to them in the Original
                Agreement.

            


    

    


    
      	
              2.

            	
              Article
                V is hereby amended by adding Article 5.4.  Article 5.4 will
                state:

            


    

    


    Services
      to be Performed by Harold
      A. Yount, Jr.  The Parties hereby agree that the Harold A. Yount, the
      current Member of the Board of Directors and officer of the Company, shall
      continue, for a period of three (3) months from the date hereof and for such
      further period as all parties may hereafter agree (the “Service
      Period”), to do all of the following:

    


    
      	
               

            	
              (a)

            	
              Harold
                A. Yount shall retain his current positions as sole officer and director
                of the Company for so long as the Purchaser may request through the
                end of
                the Service Period; and

            


    

    


    
      	
               

            	
              (b)

            	
              As
                of the effective date of this First Amendment to Stock Purchase Agreement,
                Harold A. Yount shall continue to prepare and file all reports required
                to
                be filed by the Company pursuant to the Securities Act  of 1934 (the
                “Exchange Act”), for so long as the Purchaser may request
                through the end of the Service Period;
                and

            


    

    


    
      	
               

            	
              (c)

            	
              Harold
                A. Yount shall provide such additional assistance with the business
                and
                affairs of the Company through the Service Period as Purchaser or
                the
                Company may hereafter request from time to time during the term of
                this
                First Amendment.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


               
      Compensation for Services Rendered.  In consideration of the several
      services to be provided to the Company hereunder, the Seller shall be entitled
      to receive an amount equal to Two Thousand Dollars ($2,000) per month (prorated
      for any partial month in which services may be rendered hereunder).

    


    


    
      	
              3.

            	
              All
                other provisions of the Original Agreement not expressly amended
                by this
                First Amendment shall remain in full force and effect; however, any
                such
                other provision of the Original Agreement shall be amended or construed
                in
                such manner as to give effect to this First
                Amendment.

            


    

    


    
      	
               

            	
              IN
                WITNESS WHEREOF, the parties have caused this First Amendment to
                be executed by their duly authorized officers on the date first above
                written.

            


    

    


    


    
      	 	
              “SELLERS”

            
	 	 
	 	 
	 	 
	 	
              /s/
                Harold A. Yount, Jr.

            
	 	
              Harold
                A. Yount, Jr.

            
	 	 
	 	 
	 	 
	 	
              /s/
                Brenda P. Yount

            
	 	
              Brenda
                P. Yount

            
	 	 
	 	 
	 	 
	 	
              /s/
                David M. Loev

            
	 	
              David
                M. Loev

            
	 	 
	 	 
	
              \

            	 
	 	
              Loev
                Corporate Filings, Inc.

            
	 	 
	 	 
	 	
              By:
                /s/ Hannah M. Loev

            
	 	
              Name:
                Hannah M. Loev

            
	 	
              Title:
                President

            
	 	 
	 	
              “THE
                COMPANY”

            
	 	
              Fleurs
                De Vie, Inc.

            
	 	 
	 	
              /s/
                Harold A. Yount, Jr.

            
	 	
              Chief
                Executive Officer

            
	 	 


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 
	 	
              “PURCHASERS”

            
	 	 
	 	 
	 	 
	 	
              /s/
                Huaqin Zhou

            
	 	
              Huaqin
                Zhou

            
	 	 
	 	 
	 	 
	 	
              /s/
                Xiaojin Wang

            
	 	
              Xiaojin
                Wang

            
	 	 
	 	 
	 	
              /s/
                Huakang Zhou

            
	 	
              Huakang
                Zhou