ex10-1.htm


    Exhibit
      10.1


    Stock Purchase Agreement

    


    THIS
      STOCK PURCHASE
      AGREEMENT (this “Agreement”) is made
      effective as of the 29th day of
      June, 2007,
      by and among 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”).

    


    PRELIMINARY
      STATEMENTS

    


    
      	
               

            	
              A.

            	
              Sellers
                own an aggregate of 1,650,000 shares of common stock of Fleurs De
                Vie,
                Inc. (Hereinafter “Fleurs”, “FDVE” or the
                “Company”) and are willing to sell 1,440,000 shares of
                common stock of Fleurs De Vie, Inc.  (the “Common
                Stock”) and will retain 210,000
                shares.

            


    

    


    
      	
               

            	
              B.

            	
              Sellers
                desire to sell the Common Stock to Purchasers, and Purchasers desires
                to
                purchase the Common Stock from Sellers, on the terms, provisions
                and
                conditions set forth herein.

            


    

    


    NOW,
      THEREFORE, in
      consideration of the mutual agreements contained herein and for other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Sellers and Purchasers do hereby agree as
      follows:

    


    ARTICLE
      I

    


    Purchase
      and Sale of the Common Stock

    


    Section
      1.01.  Purchase
      and Sale.  On the Closing Date and upon the terms and subject to
      the conditions set forth herein, the Sellers shall deliver 1,440,000 shares
      of
      FDVE’s Common Stock, as enumerated herein by their respective
      signatures,  to the Purchasers free and clear of all liens, and
      Purchasers shall purchase the Common Stock from the Sellers in accordance with
      Section 1.02 below.

    


    Section
      1.02.  Purchase
      Price.  The purchase price (the “Purchase
      Price”) for the Common Stock is $564,103, or $0.3917 per share
      and the Sellers will retain 210,000 shares of FDVE’s common stock in accordance
      with Section 1.04(c) below.

    


    Section
      1.03.  Time and
      Place of Closing.  Subject to the satisfaction or waiver of the
      conditions herein, the closing (the “Closing”)
      of the transactions contemplated by this Agreement shall take place on or before
      June 30, 2007 or at such time, date or place as Sellers
      and
      Purchasers may agree.

     

    


    
      
        
          
             
      

                    Page 1
              of 15    

                    Stock
              Purchase
              Agreement      
        

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Section
      1.04.  Delivery of
      the Common Stock; Payment of Purchase Price. At Closing:

    


    
      	
               

            	
              (a)

            	
              the
                Sellers shall deliver to the Purchasers the certificate(s) representing
                the Common Stock, duly endorsed in blank or accompanied by stock
                powers
                duly endorsed in blank, with all taxes attributable to the transfer
                and
                sale of the Common Stock paid by the
                Sellers;

            


    

    


    
      	
               

            	
              (b)

            	
              the
                Purchasers shall deliver to the Sellers the Purchase Price in accordance
                with Section 1.02, less the deposit of $50,000.00 which has been
                received
                by the Sellers.

            


    

    


     

    
      	
            	
              (c)

            	
              the
                Sellers shall retain 210,000 shares of FDVE’s common stock, in the amounts
                as specified in Exhibit A attached hereto, which stock shall be subject
                to
                the Lock-up Agreement attached hereto as Exhibit
                B

            


    

    


    the
      shares shall have a “put” option whereby the individual holders of those shares
      shall have the right, but not the obligation, to force FDVE, or its successor,
      to repurchase any portion of the shares for $1.00 (one and no/100 dollar) per
      share after July 1, 2008.  Sellers shall have the right, but not the
      obligation, to “put” these shares to the Company for a period of sixty (60) days
      after July 1, 2008, after which such “put” shall expire in its
      entirety.  In the event Sellers exercise their respective “put”
options according to this paragraph, Purchasers or the Company agree to submit
      payment in the form of cash to individual Sellers within 5 business days after
      Sellers’ exercise.  In the event Sellers do not receive payment within
      the 5 business day period, such shall be deemed a Default of the “put” and
      Sellers shall have the right of pursuing payment pursuant to the put or having
      the Company immediately issue Seller or Sellers, on a pro-rata basis, additional
      shares in the Company so the total shares held by Sellers will equal to the
      unpaid amount of cash divided by the price of the Company’s stock on the day of
      the Default multiplied times 3 (three).  As an example, if shares of
      the Company on the day of Default close at $.50/share, the Company would issue
      Sellers 1,260,000 shares ($210,000.00/$.50 per share x 3).

    


    After
      Closing, Alex Yount and David Loev will transfer 70,000 shares of FDVE’s common
      stock to Carey G. Birmingham after Closing.  Such shares will be
      subject to the Lock-up Agreement referenced above.

    


    ARTICLE
      II

    


    Representations
      and Warranties of Sellers and the Company

    


    Subject
      to all of the terms, conditions
      and provisions of this Agreement, the Sellers and the Company hereby represent
      and warrant to Purchasers, as of the date hereof and as of the Closing, as
      follows:

    


    Section
      2.01.  Organization and Qualification.  FDVE is a
      Nevada corporation duly organized, validly existing and in good standing under
      the laws of the State of Nevada.  FDVE has all requisite power and
      authority, corporate or otherwise, to own, lease and operate its assets and
      properties and to carry on its business as now being conducted.  The
      Company does not have any subsidiaries or predecessor corporations.

    


    
      
        
                

                    
      
      

            
                      Page 2
                of 15    

                      Stock
                Purchase
                Agreement        

            
      

                    
      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Section
      2.02.  Capitalization of The Company; Title to the Common
      Stock.  There are 140,000,000 shares of common stock authorized of
      the Company, of which approximately 1,857,000 shares of common stock are issued
      and outstanding, $0.001 par value per share.  There are 10,000,000
      shares of preferred stock, $0.001 par value per share, authorized of the
      Company, of which no shares of preferred stock are issued and
      outstanding.  All of the outstanding shares of common stock have been
      duly authorized and validly issued, are fully paid and nonassessable and are
      free of preemptive rights.  The Common Stock transferred by the
      Sellers to Purchasers will be free and clear of liens.  There are no
      outstanding or authorized subscriptions, options, warrants, calls, rights or
      other similar contracts, including rights of conversion or exchange under any
      outstanding debt or equity security or other contract, to which any of the
      Common Stock will be subject or obligating the Sellers and/or the Company to
      issue, deliver or sell, or cause to be issued, delivered or sold, any other
      shares of capital stock of the Company or any other debt or equity securities
      convertible into or evidencing the right to subscribe for any such shares of
      capital stock or obligating the Sellers and/or the Company to grant, extend
      or
      enter into any such contract.  There are no voting trusts, proxies or
      other contracts to which Sellers and/or the Company are a party or are bound
      with respect to the voting of any shares of capital stock of the
      Company.  The Sellers have full legal right to sell, assign and
      transfer the Common Stock to Purchasers and will, upon payment for the Common
      Stock and delivery to Purchasers of a certificate or certificates representing
      the Common Stock, transfer good and indefeasible title to the Common Stock
      to
      Purchasers, free and clear of liens.

    


    Section
      2.03.  Authority.  The Sellers and the Company have
      all requisite power and authority, corporate or otherwise, to execute and
      deliver this Agreement and to consummate the transactions contemplated hereby
      and thereby.  The Sellers and the Company have duly and validly
      executed and delivered this Agreement and will, on or prior to the Closing,
      execute, such other documents as may be required hereunder and, assuming the
      due
      authorization, execution and delivery of this Agreement by the parties hereto
      and thereto, this Agreement constitutes, the legal, valid and binding obligation
      of the Sellers and the Company, as applicable, enforceable against the Sellers
      and the Company, as applicable, in accordance with its terms, except as such
      enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting creditors’ rights generally and general
      equitable principles.

    


    Section
      2.04.  No
      Conflict.  The execution and delivery by the Sellers and the
      Company of this Agreement and the consummation of the transactions contemplated
      hereby and thereby, do not and will not, by the lapse of time, the giving of
      notice or otherwise:  (a) constitute a violation of any law; (b)
      constitute a breach or violation of any provision contained in the Articles
      of
      Incorporation or Bylaws of the Company; (c) constitute a breach of any provision
      contained in, or a default under, any governmental approval, any writ,
      injunction, order, judgment or decree of any governmental authority or any
      contract to which the Sellers and/or the Company are a party; or (d) result
      in
      or require the creation of any lien upon the Common Stock.

    


    Section
      2.05.  Consents
      and Approvals.  No governmental approvals and no notifications,
      filings or registrations to or with any governmental authority or any other
      person is or will be necessary for the valid execution and delivery by the
      Sellers and/or the Company of this Agreement or the consummation of the
      transactions contemplated hereby or thereby, or the enforceability hereof or
      thereof, other than those which have been obtained or made and are in full
      force
      and effect.

    


    
      
        
                

                    
      
      

            
                      Page 3
                of 15    

                      Stock
                Purchase
                Agreement       

            
      

                    
      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    Section
      2.06.  Litigation.  There are no claims pending or,
      to the knowledge of the Sellers and the Company, threatened against or affecting
      the Company or any of its assets and properties before or by any governmental
      authority or any other person.  The Sellers and the Company have no
      knowledge of the basis for any claim, which alone or in the
      aggregate:  (a) could reasonably be expected to result in any
      liability with respect to the Company; or (b) seeks to restrain or enjoin the
      execution and delivery of this Agreement or the consummation of any of the
      transactions contemplated hereby or thereby.  There are no judgments
      or outstanding orders, injunctions, decrees, stipulations or awards against
      the
      Company or any of its assets and properties.

    


    Section
      2.07.  Brokers,
      Finders and Financial Advisors.  Sellers and Purchasers agree and
      acknowledge that the Sellers will be responsible for a fee not to exceed
      $40,000.00 (forty thousand and no/100 dollars) to be paid to Anna Krimshtein
      pursuant to a Commission Agreement attached hereto as Exhibit C, and which
      will
      be paid at Closing.

    


    Section
      2.08.  Disclosure.  To the best of the Sellers’ and
      the Company’s knowledge, the schedules, documents, exhibits, reports,
      certificates and other written statements and information furnished by or on
      behalf of Sellers and/or the Company to the Purchasers do not contain any
      material misstatement of fact or omit any material facts.  Sellers and
      the Company have not withheld any fact known to them which has or is reasonably
      likely to have a material adverse effect with respect to the
      Company.

    


    Section
      2.09.  Ownership.  The Sellers represent and warrant
      that Sellers own 1,650,000 shares of common stock of the Company, 1,440,000
      shares of which that are subject to this Agreement.

    


    ARTICLE
      III

    


    Representations
      and Warranties of Purchasers

    


    Subject
      to all of the terms, conditions
      and provisions of this Agreement, Purchasers hereby represent and warrant to
      the
      Sellers, as of the date hereof and as of the Closing, as follows:

    


    Section
      3.01.  Authority.  Purchasers have all requisite
      power and authority to execute and deliver this Agreement and to consummate
      the
      transactions contemplated hereby and thereby.  Purchasers has duly and
      validly executed and delivered this Agreement and, assuming the due
      authorization, execution and delivery of this Agreement by the other parties
      hereto and thereto, this Agreement constitutes the legal, valid and binding
      obligation of Purchasers, enforceable against Purchasers in accordance with
      its
      terms, except as such enforcement may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and general equitable principles.

    


    Section
      3.02.  No
      Conflict.  The execution and delivery by Purchasers of this
      Agreement and the consummation of the transactions contemplated hereby and
      thereby do not and shall not, by the lapse of time, the giving of notice or
      otherwise:  (a) constitute a violation of any law; or

     

    


    
      
        
          
                 

                      Page 4
                of 15    

                      Stock
                Purchase
                Agreement       

            

             
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (b)
      constitute a breach of any provision contained in, or a default under, any
      governmental approval, any writ, injunction, order, judgment or decree of any
      governmental authority or any contract to which Purchasers is a party or by
      which Purchasers is bound or affected.

    


    Section
      3.03.  Consents
      and Approvals. No governmental approvals and no notifications, filings or
      registrations to or with any governmental authority or any other person is
      or
      will be necessary for the valid execution and delivery by Purchasers of this
      Agreement and the closing documents to which it is a party, or the consummation
      of the transactions contemplated hereby or thereby, or the enforceability hereof
      or thereof, other than those which have been obtained or made and are in full
      force and effect.

    


    Section
      3.04.  Litigation.  There are no claims pending or,
      to the knowledge of Purchasers, threatened, and Purchasers has no knowledge
      of
      the basis for any claim, which either alone or in the aggregate, seeks to
      restrain or enjoin the execution and delivery of this Agreement or the
      consummation of any of the transactions contemplated hereby or
      thereby.  There are no judgments or outstanding orders, injunctions,
      decrees, stipulations or awards against Purchasers which prohibits or restricts,
      or could reasonably be expected to result in any delay of, the consummation
      of
      the transactions contemplated by this Agreement.

    


    Section
      3.05.  Brokers,
      Finders and Financial Advisors.   No broker, finder or
      financial advisor has acted for Purchasers in connection with this Agreement
      or
      the transactions contemplated hereby or thereby, and no broker, finder or
      financial advisor is entitled to any broker’s, finder’s or financial advisor’s
      fee or other commission in respect thereof based in any way on any contract
      with
      Purchasers.

    


    ARTICLE
      IV

    


    Covenants

    


    Section
      4.01 No Reverse Stock Split
      or Dilution.  Purchasers hereby covenant and consent, which
      consent shall survive closing and be acknowledged by Purchasers’ assigns, if
      any, that the Company’s shares will not be diluted for a period of 1 (one) year
      after   a Business Combination involving the
      Company.  “Business Combination” shall be defined herein as any form
      of equity financing, debt financing, licensing, merger, acquisition, combination
      and/or consolidation involving the Company and any third
      party.  Furthermore, Purchasers agree not to effectuate a reverse
      stock split for 12 months after Closing.

    


    Section
      4.01.  Further
      Assurances.  Sellers, the Company and Purchasers agree that, from
      time to time, whether before, at or after the Closing, each of them will take
      such other action and to execute, acknowledge and deliver such contracts, deeds,
      or other documents (a) as may be reasonably requested and necessary or
      appropriate to carry out the purposes and intent of this Agreement; or (b)
      to
      effect or evidence the transfer to the Purchasers of the Common Stock held
      by or
      in the name of the Sellers.

    


    Section
      4.02.  Conduct of
      Business.  Except as otherwise contemplated by this Agreement,
      after the date hereof and prior to the Closing or earlier termination of this
      Agreement, unless Purchasers shall otherwise agree in writing, the Company
      shall

     

    


    
      
        
                

            Page 5
              of 15    

            
                      Stock
                Purchase
                Agreement         

            
   

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    (a)           not
      take or perform any act or refrain from taking or performing any act which
      would
      have resulted in a breach of the representations and warranties set forth in
      Article II;

    


    (b)           not
      enter into any agreement, or extend an existing agreement that will survive
      after the Closing;

    


    (c)           not
      sell, pledge, lease, license or otherwise transfer any of their assets or
      properties or make any payments or distributions to the Company or any of its
      affiliates; and

    


    (d)           not
      make any payments or distributions of assets or properties to the Company or
      its
      shareholders.

    


    Prior
      to
      the Closing, the Company shall exercise, consistent with the terms and
      conditions of this Agreement, complete control and supervision of its
      operations.

    


    Section
      4.03.  Public
      Announcements.  Except as required by law, without the prior
      written approval of the other party, neither Sellers, the Company nor Purchasers
      will issue, or permit any agent or affiliate thereof to issue, any press release
      or otherwise make or permit any agent or affiliate thereof to make, any public
      statement or announcement with respect to this Agreement or the transactions
      contemplated hereby and thereby.

    


    ARTICLE
      V

    


    Conditions

    


    Section
      5.01.  Conditions
      to Obligations of each of the Parties.  The respective
      obligations of each party to consummate the transactions contemplated hereby
      shall be subject to the fulfillment at or prior to the Closing of the following
      conditions: (a) no preliminary or permanent injunction or other order, decree
      or
      ruling which prevents the consummation of the transactions contemplated by
      this
      Agreement shall have been issued and remain in effect; (b) no claim shall have
      been asserted, threatened or commenced and no law shall have been enacted,
      promulgated or issued which would reasonably be expected to (i) prohibit the
      purchase of, payment for or retention of the Common Stock by Purchasers or
      the
      consummation of the transactions contemplated by this Agreement or (ii) make
      the
      consummation of any such transactions illegal; and (c) all approvals legally
      required for the consummation of the transactions contemplated by this Agreement
      shall have been obtained and be in full force and effect at the
      Closing.

    


    Section
      5.02.  Conditions
      to Obligations of Sellers.  The obligations of Sellers
      to consummate the transactions contemplated hereby shall be subject to the
      fulfillment at or prior to the Closing Date of the following additional
      conditions, except as Sellers may waive in writing: (a) Purchasers shall have
      complied with and performed in all material respects all of the terms,
      covenants, agreements and conditions contained in this Agreement which are
      required to be complied with and performed on or prior to Closing; (b) the
      representations and warranties of Purchasers
      in this Agreement shall have been true and correct on the date hereof or
      thereof, as applicable, and such representations and warranties shall be true
      and correct on and at the Closing (except those, if any, expressly stated to
      be
      true and correct at an earlier date), with the same force and effect as though
      such representations and warranties had been made on and at the Closing; and
      (c)
      the simultaneous purchase and delivery of 105,000 free trading shares from
      BFP
      Texas, Ltd., Gwen Carden, Lisa Rhoades and Cynthia Porter to Huaqin Zhou.

     

    


    
      
        
          
             
      

            
                      Page 6
                of 15    

                      Stock
                Purchase
                Agreement       

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    Section
      5.03.  Conditions
      to Obligations of Purchasers.  The obligations of Purchasers to
      consummate the transactions contemplated hereby shall be subject to the
      fulfillment at or prior to Closing of the following additional conditions,
      except as Purchasers may waive in writing: (a) the Sellers and the Company
      shall
      have complied with and performed in all material respects all of the terms,
      covenants, agreements and conditions contained in this Agreement which are
      required to be complied with and performed on or prior to Closing; and (b)
      the
      representations and warranties of Sellers and the Company in this Agreement
      shall have been true and correct on the date hereof or thereof, as applicable,
      and such representations and warranties shall be true and correct on and at
      the
      Closing (except those, if any, expressly stated to be true and correct at an
      earlier date), with the same force and effect as though such representations
      and
      warranties had been made on and at the Closing.

    


    ARTICLE
      VI

    


    Indemnification

    


    Section
      6.01.  Indemnification of Sellers.  Subject to the
      terms and conditions of this Article VI, Purchasers agrees to indemnify, defend
      and hold harmless Sellers, from and against any and all claims, liabilities
      and
      losses which may be imposed on, incurred by or asserted against, arising out
      of
      or resulting from, directly or indirectly:

    


    (a)           the
      inaccuracy of any representation or breach of any warranty of Purchasers
      contained in or made pursuant to this Agreement which was not disclosed to
      Sellers in writing prior to the Closing; provided that no such
      notification shall be deemed to waive or abrogate any right of Sellers with
      respect to conditions to Closing in Section 5.02;

    


    (b)           the
      breach of any covenant or agreement of Purchasers contained in this Agreement;
      or

    


    (c)           any
      claim to fees or costs for alleged services by a broker, agent, finder or other
      person claiming to act in a similar capacity at the request of Purchasers in
      connection with this Agreement;

    


    provided,
      however, that Purchasers shall not be liable for any portion of any claims,
      liabilities or losses resulting from a material breach by Sellers, of any of
      its
      obligations under this Agreement or from Sellers’s gross negligence, fraud or
      willful misconduct.

    


    Section
      6.02.  Indemnification of Purchasers.  Subject to the
      terms and conditions of this Article VI, from and after the Closing, Sellers,
      agrees to indemnify, defend and hold harmless the
      Purchasers, their respective affiliates, their respective present and former
      directors, officers, shareholders, employees and agents and its respective
      heirs, executors, administrators, successors and assigns (the
“Purchaser’s Indemnified Persons”), from and against any and all
      claims, liabilities and losses which may be imposed on, incurred by or asserted
      against any Purchaser’s Indemnified Person, arising out of or resulting from,
      directly or indirectly:

     

    


    
      
        
                 

            
                      Page 7
                of 15    

                      Stock
                Purchase
                Agreement   

            
      

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    (a)           the
      inaccuracy of any representation or breach of any warranty of the Sellers or
      the
      Company contained in or made pursuant to this Agreement which was not disclosed
      to Purchasers in writing prior to the Closing; provided that no such
      notification shall be deemed to waive or abrogate any right of Purchasers with
      respect to conditions to Closing in Section 5.03;

    


    (b)           the
      breach of any covenant or agreement of Sellers or the Company contained in
      this
      Agreement;

    


    (c)           the
      conduct of the business of the Company prior to the Closing; or

    


    (d)           any
      claim to fees or costs for alleged services rendered by a broker, agent, finder
      or other person claiming to act in a similar capacity at the request of the
      Sellers in connection with this Agreement;

    


    provided,
      however, that Sellers and the Company shall not be liable for any portion
      of any claims, liabilities or losses resulting from a material breach by
      Purchasers of its obligations under this Agreement or from a Purchasers
      Indemnified Person’s gross negligence, fraud or willful misconduct.

    


    Section
      6.03.  Indemnification of Purchasers and Sellers by Brokers,
      Finders and Financial Advisors.  Except for Anna Krimshtein, who
      referenced in Section 2.07, above, it shall be conclusively presumed that
      Purchaser has not had any broker, finder or financial advisor representing
      Purchaser directly or indirectly in connection with this Agreement, and Sellers
      shall not have any liability to any broker, finder or financial advisor claiming
      by, through or under Purchaser.  Furthermore, Purchaser specifically
      indemnifies Sellers from any and all such expenses except as provided
      herein.  Sellers hereby indemnify Purchasers from and against any
      claim of any broker, finder or financial advisor by, through or under
      Sellers.

    


    ARTICLE
      VII

    


    Miscellaneous

    


    Section
      7.01.  Notices.  Any and all notices, requests or
      other communications hereunder shall be given in writing and delivered by:
      (a)
      regular, overnight or registered or certified mail (return receipt requested),
      with first class postage prepaid; (b) hand delivery; (c) facsimile transmission;
      or (d) overnight courier service, to the parties at the following addresses
      or
      facsimile numbers:

    


    
      	
              (i)
                if to Sellers, to:

            	
              Fleurs
                De Vie, Inc.

            
	
              Attn:
                Harold A. Yount, Jr.

            	 
	 	
              206
                East Roosevelt

            
	 	
              Boerne,
                TX 78006

            
	 	
              (830)
                249-1679

            
	 	
              (830)
                249-1260 – FAX

            
	 	
              email:
                fleurs@gvtc.com

            


    

     

     

    
      
        
                  Page 8
            of 15    

                  Stock
            Purchase Agreement 

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 
	
              With
                copies to:

            	
              David
                M. Loev

            
	 	
              The
                Loev Law Firm, PC

            
	 	
              6300
                West Loop South, S. 280

            
	 	
              Bellaire,
                TX 77401

            
	 	
              (713)
                524-4110

            
	 	
              (713)
                524-4122 – FAX

            
	 	
              email:
                dloev@loevlaw.com

            
	 	 
	
              (ii)
                if to Purchasers, to:

            	
              Huakang
                Zhou

            
	 	
              18
                Kimberly Court

            
	 	
              East
                Hannover, NJ 07936

            
	 	
              (973)
                462-8777

            
	 	
              (973)
                966-8870 – FAX

            
	 	
              email:
                dzhou@warnercorp.com

            
	 	 
	
              With
                copies to:

            	
              Anna
                Krimshtein

            
	 	
              1000
                Lincoln Road, S. 208

            
	 	
              Miami
                Beach, FL 33139

            
	 	
              (305)
                673-0350

            
	 	
              (305)
                673-0260 – FAX

            
	 	
              email:
                anna@wandklaw.com

            


    

    


    or
      at
      such other address or number as shall be designated by either of the parties
      in
      a notice to the other party given in accordance with this Section
      7.01.  Except as otherwise provided in this Agreement, all such
      communications shall be deemed to have been duly given: (A) in the case of
      a
      notice sent by regular or registered or certified mail, three business days
      after it is duly deposited in the mails; (B) in the case of a notice delivered
      by hand, when personally delivered; (C) in the case of a notice sent by
      facsimile, upon transmission subject to telephone confirmation of receipt;
      and
      (D) in the case of a notice sent by overnight mail or overnight courier service,
      the next business day after such notice is mailed or delivered to such courier,
      in each case given or addressed as aforesaid.

    


    Section
      7.02.  Benefit and
      Burden.  This Agreement shall inure to the benefit of, and shall
      be binding upon, the parties hereto and their successors and permitted
      assigns.

    


    Section
      7.03.  No Third
      Party Rights.  Nothing in this Agreement shall be deemed to create
      any right in any creditor or other person not a party hereto (other than the
      Purchaser’s Indemnified Persons) and this Agreement shall not be construed in
      any respect to be a contract in whole or in part for the benefit of any third
      party (other than the Purchaser’s Indemnified Persons).

    


    
      
        
          
                    Page 9
              of 15    

                    Stock
              Purchase Agreement    

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Section
      7.04.  Amendments
      and Waiver.  No amendment, modification, restatement or supplement
      of this Agreement shall be valid unless the same is in writing and signed by
      the
      parties hereto.  No waiver of any provision of this Agreement shall be
      valid unless in writing and signed by the party against whom that waiver is
      sought to be enforced.

    


    Section
      7.05.  Counterparts.  This Agreement may be executed
      in counterparts and by the different parties in separate counterparts, each
      of
      which when so executed shall be deemed an original and all of which taken
      together shall constitute one and the same agreement.

    


    Section
      7.06.  Captions
      and Headings.  The captions and headings contained in this
      Agreement are inserted and included solely for convenience and shall not be
      considered or given any effect in construing the provisions hereof if any
      question of intent should arise.

    


    Section
      7.07.  Construction.  The parties acknowledge that
      each of them has had the benefit of legal counsel of its own choice and has
      been
      afforded an opportunity to review this Agreement with its legal counsel and
      that
      this Agreement shall be construed as if jointly drafted by the parties
      hereto.

    


    Section
      7.08.  Severability.  Should any clause, sentence,
      paragraph, subsection, Section or Article of this Agreement be judicially
      declared to be invalid, unenforceable or void, such decision will not have
      the
      effect of invalidating or voiding the remainder of this Agreement, and the
      parties agree that the part or parts of this Agreement so held to be invalid,
      unenforceable or void will be deemed to have been stricken herefrom by the
      parties, and the remainder will have the same force and effectiveness as if
      such
      stricken part or parts had never been included herein.

    


    Section
      7.09.  Remedies.  The parties agree that the
      covenants and obligations contained in this Agreement relate to special, unique
      and extraordinary matters and that a violation of any of the terms hereof or
      thereof would cause irreparable injury in an amount which would be impossible
      to
      estimate or determine and for which any remedy at law would be
      inadequate.  As such, the parties agree that if either party fails or
      refuses to fulfill any of its obligations under this Agreement or to make any
      payment or deliver any instrument required hereunder or thereunder, then the
      other party shall have the remedy of specific performance, which remedy shall
      be
      cumulative and nonexclusive and shall be in addition to any other rights and
      remedies otherwise available under any other contract or at law or in equity
      and
      to which such party might be entitled.

    


    Section
      7.10.  Applicable
      Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
      PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
      PRINCIPLES THEREOF.

    


    Section
      7.11.  Submission
      to Jurisdiction.  Each of the parties hereby: (a) irrevocably
      submits to the non-exclusive personal jurisdiction of any New York court, over
      any claim arising out of or relating to this Agreement and irrevocably agrees
      that all such claims may be heard and determined in such New York court; and
      (b)
      irrevocably waives, to the fullest extent permitted by
      applicable law, any objection it may now or hereafter have to the laying of
      venue in any proceeding brought in a New York court.

    


    
      
        
                 

            
                      Page 10
                of 15    

                      Stock
                Purchase
                Agreement   

            
      

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    Section
      7.12.  Expenses;
      Prevailing Party Costs.  The Sellers, the Company, and Purchasers
      shall pay their own expenses incident to this Agreement and the transactions
      contemplated hereby and thereby, including all legal and accounting fees and
      disbursements, and Sellers shall be solely liable for any and all expenses
      of
      the Sellers and/or the Company which are incident to this Agreement and the
      transactions contemplated hereby and thereby (other than customary general,
      administrative and overhead expenses incurred in the ordinary course of
      business).  Notwithstanding anything contained herein or therein to
      the contrary, if any party commences an action against another party to enforce
      any of the terms, covenants, conditions or provisions of this Agreement, or
      because of a breach by a party of its obligations under this Agreement, the
      prevailing party in any such action shall be entitled to recover its losses,
      including reasonable attorneys’ fees, incurred in connection with the
      prosecution or defense of such action, from the losing party.

    


    Section
      7.13.  Entire
      Agreement.  This Agreement sets forth all of the promises,
      agreements, conditions, understandings, warranties and representations among
      the
      parties with respect to the transactions contemplated hereby and thereby, and
      supersedes all prior agreements, arrangements and understandings between the
      parties, whether written, oral or otherwise.

    


    Section
      7.14.  Faxed
      Signatures.  For purposes of this Agreement, a faxed signature
      shall constitute an original signature.

    


    IN
      WITNESS WHEREOF,
      the parties have duly executed this Agreement as of the day and year first
      above
      written.

    


    
      	 	
              “SELLERS”

            
	 	 
	 	
              Harold
                A. Yount, Jr.

            
	 	 
	 	
              /s/
                Harold A. Yount, Jr.

            
	 	
              Number
                of shares Delivered at Closing:  385,455

            
	 	 
	 	
              Brenda
                P. Yount

            
	 	 
	 	
              /s/
                Brenda P. Yount

            
	 	
              Number
                of shares Delivered at Closing:  400,000

            
	 	 
	 	 
	 	
              David
                M. Loev

            
	 	 
	 	
              /s/
                David M. Loev

            
	 	
              Number
                of shares Delivered at Closing:  604,545

            
	 	 


    

    
 

    
      
        Page 11
          of 15    
                  Stock
            Purchase Agreement   

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 
	 	 
	 	
              Loev
                Corporate Filings, Inc.

            
	 	
              Its:
                President

            
	 	 
	 	
              /s/
                Hannah M. Loev

            
	 	
              Number
                of shares Delivered at Closing:  50,000

            
	 	 
	 	
              “THE
                COMPANY”

            
	 	
              Fleurs
                De Vie, Inc.

            
	 	 
	 	
              /s/
                Harold A. Yount, Jr.

            
	 	
              Chief
                Executive Officer

            
	 	 
	 	
              “PURCHASERS”

            
	 	 
	 	
              Huaqin
                Zhou

            
	 	 
	 	
              /s/
                Huaqin Zhou

            
	 	 
	 	 
	 	
              Xiaojin
                Wang

            
	 	 
	 	
              /s/
                Xiaojin Wang

            
	 	 
	 	 
	 	
              Huakang
                Zhou

            
	 	 
	 	
              /s/
                Huakang Zhou

            


    

     

     

     

    

      
        
          
            
                      Page 12
                of 15    

                      Stock
                Purchase Agreement   

            
 

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A

    


    
      	 	 
	
              NAME

            	
              COMMON
                SHARES TO BE RETAINED AT CLOSING

            
	 	 
	
              Harold
                A. Yount, Jr.

            	
              114,545

            
	 	 
	
              David
                M. Loev

            	
              95,455

            
	 	 
	
              TOTAL

            	
              210,000

            


    

    


     

     

     

     

     

     

     

     

     

     

     

    
 

    


    
      
        
          
            
                      Page 13
                of 15    

                      Stock
                Purchase
                Agreement      

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    Lock-up
      Agreement 

    


    


     

     

     

     

     

     

     

    
 

    


    


    
      
        
           

            
                      Page 14
                of 15    

                      Stock
                Purchase Agreement   

            

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
EXHIBIT
      C

     

    
      Commission
        Agreement

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
                    Page 15
              of 15    

                    Stock
              Purchase Agreement