Exhbit
10.2                     

     

    NOTE PURCHASE
AGREEMENT

     

    THIS NOTE
PURCHASE AGREEMENT (this "Agreement") is
entered into as of February 12, 2010, by and among PERPETUAL
TECHNOLOGIES, INC., a Delaware corporation with its principal executive offices
located at Shishan Industrial Park, Nanhai District, Foshan City, Guangdong
Province, China (the "Company"), Hong Hui
Investment Holdings, Inc a British Virgin islands company (the “BVI Company”), the
owner of all of the outstanding equity interests of Technic International
Limited, a Hong Kong company (“Technic”), the owner
of all of the outstanding equity interests of Foshan SLP Special Materials
Company (“Foshan”), a limited
liability company organized under the laws of the People’s Republic of China
(“PRC”) and the
purchasers set forth on Schedule 1
hereof (collectively, the "Purchasers" and each
a "Purchaser").

     

    RECITALS

     

    A.         
 The Company has entered into a reverse merger agreement (the “Reverse Merger
Agreement”) pursuant to which the Company acquired control of the BVI
Company, Technic and Foshan (the “Reverse Merger
Transaction”).   The Company, BVI Company, Technic and
Foshan are sometimes collectively referred to herein as the “Corporate
Parties.”


     

    B.           The
Company and the Purchasers are executing and delivering this Agreement in
reliance upon the exemptions from securities registration afforded by the
provisions of Regulation D ("Regulation D"),
as promulgated by the United States Securities and Exchange Commission (the
"SEC") under
the Securities Act of 1933, as amended (the "Securities Act")
and/or Regulation S, as promulgated by the SEC under the Securities
Act.

     

    C.           Each
Purchaser desires to purchase, upon the terms and conditions stated in this
Agreement: (i) a secured convertible promissory note of the Company in the form
attached hereto as Exhibit A and in
the principal amount set forth on the Purchaser’s signature page to this
Agreement (the “Purchaser’s Signature
Page”), each such note being referred to herein as a “Note” and all of the
notes sold pursuant to this Agreement being collectively referred to herein as
the “Notes,”
the securities issuable upon conversion of the Notes are referred to herein as
the "Conversion
Securities;" and (ii) five (5) year warrants to purchase shares of the
Company’s common stock, $0.001 par value per share (the “Warrants,” and the
shares of the Company’s common stock underlying the Warrants, the “Warrant
Shares”).  The Notes, the Conversion Securities, the Warrants,
and the Warrants Shares are collectively referred to herein as the "Securities."

     

    D.           Contemporaneous
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement, in the form attached
hereto as Exhibit “I” (the “Registration Rights
Agreement”), pursuant to which the Company has agreed to provide certain
registration rights under the Securities Act and the rules and regulations
promulgated thereunder and applicable state securities laws.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    E.           Contemporaneous
with the execution and delivery of this Agreement, certain members of management
of the Company will pledge and deliver certain shares of Company Common Stock to
a designated collateral agent (the “Stock Pledge Agreement”) to guarantee the
Company’s obligations under the Notes pursuant to a Non-Recourse Guaranty (the
“Non-Recourse
Guaranty”).

    


    F.           This
Agreement, the Notes, the Reverse Merger Agreement, the Warrants, the
Registration Rights Agreement, the Stock Pledge Agreement, the Voting Agreement,
the Non-Recourse Guaranty, and the Escrow Agreement and the Interest Escrow
Agreement (as certain of such terms are defined below), and any other documents
or agreements executed in connection with the transactions contemplated
hereunder are hereinafter referred to as the "Transaction
Documents.”

     

    AGREEMENTS

     

    NOW,
THEREFORE, in consideration of their respective promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Purchasers hereby agree as
follows:

     

    ARTICLE
I

    PURCHASE
AND SALE OF NOTES

     

    1.1          Purchase and Sale of
Notes.  Subject to the terms and conditions of this Agreement,
the issuance, sale and purchase of the Notes shall be consummated
at   a "Closing" whereby the
Company shall sell and the Purchasers shall purchase: (i) the Notes, in
substantially the form attached hereto as exhibit A; and (ii) a Warrant, in
substantially the form attached hereto as Exhibit B, as
hereinafter provided.  The purchase price (the "Purchase Price") per
Note shall be equal to the principal amount of the Note being
purchased.  At the Closing, subject to the satisfaction or waiver of
the conditions set forth in ARTICLES VI and VII below, the Company shall
issue and sell to each Purchaser, and each Purchaser severally agrees to
purchase from the Company, a Note in the principal amount set forth on such
Purchaser’s Signature Page and a Warrant to purchase a number of shares of
Common Stock equal to the formula as set forth in the
Warrant.   Each of the Warrants shall have a term of five (5)
years and has an exercise price per share equal to the Exercise Price (as
defined in the Warrant) and shall be exercisable as stated in the applicable
Warrant.  Each Purchaser's obligation to purchase a Note hereunder is
distinct and separate from each other Purchaser's obligation to purchase, and no
Purchaser shall be required to purchase hereunder more than the principal amount
of a Note set forth on the Purchaser’s Signature Page.  The
obligations of the Company with respect to each Purchaser shall be separate from
the obligations of the Company to each other Purchaser and shall not be
conditioned as to any Purchaser upon the performance of obligations of any other
Purchaser.  The Company and the Purchasers are executing and
delivering this Agreement in accordance with and in reliance upon the exemption
from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as
promulgated by the United States Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”) or
Section 4(2) of the Securities Act.


    
      
         


      

      
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    1.2.         Placement Agent
Fee.  The Purchasers acknowledge that the Company has engaged
Primary Capital, LLC as the exclusive placement agent (the “Placement Agent”) in
connection with the offering of the Notes and, as consideration for its
services, has agreed to pay to the Placement Agent at the Closing a commission
equal to five percent (5%) of the gross proceeds received by the Company from
the sale of Notes to the Purchasers.  In addition, upon conversion of
the Notes into Conversion Securities, the Company shall issue to the Placement
Agent or its designees warrants to purchase that number of Conversion Securities
equal to 5% of the number of Conversion Securities issued upon such conversion,
exercisable at a price per Conversion Security equal to the price at which the
Notes were so converted.  Upon repayment or redemption of the Notes as
provided therein, the Company shall issue to the Placement Agent or its
designees warrants to purchase that number of shares of the Company’s common
stock (the “Common
Stock”) equal to 5% of the aggregate number of shares of Common Stock
underlying the Warrants, exercisable at the same price at which the Warrants are
exercisable.  The warrants issuable to the Placement Agent pursuant to
this Section 1.2 shall be in substantially the same form as Exhibit  B
hereto.

     

    1.3          Closing
Date.  Subject to the satisfaction (or waiver) of the
conditions set forth in ARTICLES VI and VII below, the Closing shall take
place on such date and at such time as the Company and the Placement Agent shall
agree, but no later than three Business Days after the consummation of the
Reverse Merger Transaction.

    


    1.4          Delivery of Purchase Price;
Escrow.  Concurrently with each Purchaser’s execution and
delivery of this Agreement, such Purchaser is delivering to the Escrow Agent (as
defined below) by bank or other good check in lawful funds of the United States,
or by wire transfer, the Purchase Price for the Note being purchased by such
Purchaser.  Such funds shall be held in escrow pending the Closing,
pursuant to the terms of an escrow agreement by and between the Escrow Agent and
the Company, a copy of which is attached hereto as Exhibit H (the “Escrow
Agreement”).


     

    ARTICLE
II

    PURCHASER'S
REPRESENTATIONS AND WARRANTIES

     

    Each Purchaser represents and warrants
to the Company, as of the date hereof and as of the Closing, severally and not
jointly, with respect to itself and its purchase hereunder and not with respect
to any other Purchaser or the purchase hereunder by any other Purchaser, that
the following statements are true and correct:


    
      
         


      

      
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    2.1          Investment
Purpose.  Purchaser is purchasing its Note for Purchaser's own
account for investment only and not with a view toward or in connection with the
public sale or distribution thereof.  Purchaser will not, directly or
indirectly, offer, sell, pledge or otherwise transfer its Securities or any
interest therein, except pursuant to transactions that are exempt from the
registration requirements of the Securities Act or are registered under the
Securities Act.  Purchaser understands that Purchaser must bear the
economic risk of its investment in the Securities indefinitely, unless the sale
of its Securities is registered pursuant to the Securities Act and any
applicable state securities laws or an exemption from such registration is
available, and that the Company has no present intention of registering any such
transaction.

     

    2.2          Accredited Investor
Status.  Purchaser is an "accredited investor" as that term is
defined in Rule 501(a) of Regulation D.

     

    2.3          Reliance on
Exemptions.  Purchaser understands that the Securities are
being offered and sold to Purchaser in reliance upon specific exemptions from
the registration requirements of United States federal and state securities laws
and that the Company is relying upon the truth and accuracy of, and Purchaser's
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of Purchaser to acquire its
Note.

     

    2.4          Information.  The
Company has made available to the Purchaser the documents publicly filed by the
Company with the SEC (such documents collectively, the "SEC
Documents").  Purchaser has been afforded the opportunity to
ask questions of the Company, was permitted to meet with the Company's officers
and has received what the Purchaser believes to be complete and satisfactory
answers to any such inquiries.  Except as set forth in the SEC
Documents or in the Transaction Documents, the Purchaser is not relying upon any
information, representations or warranties of the Company or any other
party.  Neither such inquiries nor any other due diligence
investigation conducted by Purchaser or any of its representations shall modify,
amend or affect Purchaser's right to rely on the Company's representations and
warranties contained in ARTICLE III.  Purchaser understands that
Purchaser's investment in its Securities involves a high degree of risk,
including, without limitation, the risks and uncertainties disclosed in the SEC
Documents.

     

    2.5          Governmental
Review.  Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed upon or
made any recommendation or endorsement of the Securities.


    
      
         


      

      
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    2.6          Transfer or
Resale.  Purchaser understands that (i) the offer and sale
of the Securities have not been registered under the Securities Act or any state
securities laws, and its Securities may not be offered, sold, pledged or
otherwise transferred unless such transaction is subsequently registered
thereunder or an exemption from such registration is available (which exemption
the Company expressly agrees may be established as contemplated in clauses (b)
and (c) of Section 5.1 hereof); (ii) any sale of its Securities
made in reliance on Rule 144 under the Securities Act (or a successor rule)
("Rule 144") may
be made only in accordance with the terms of Rule 144 and further, if
Rule 144 is not applicable, any resale of such Securities without
registration under the Securities Act under circumstances in which the seller
may be deemed to be an underwriter (as that term is defined in the Securities
Act) may require compliance with some other exemption under the Securities Act
or the rules and regulations of the SEC thereunder in order for such resale to
be allowed, and (iii) except as provided in the Registration Rights
Agreement being entered into contemporaneously with this Agreement by and among
the Company and the Purchasers (the “Registration Rights
Agreement”), the Company is under no obligation to register the offer or
sale of such Securities under the Securities Act or any state securities laws or
to comply with the terms and conditions of any exemption
thereunder.  Purchaser further understands that Rule 144 is currently
unavailable for the resale of its Securities because the Company has been a
shell company, and Rule 144 will remain unavailable until at least one year has
elapsed from the time the Company files with the SEC current “Form 10 equivalent
information” pertaining to the companies acquired by the Company in the Reverse
Merger Transaction, which the Company agrees may occur through the filing of
the  Form 8-K (as hereinafter defined).

     

    2.7          Legends.  Purchaser
understands that, subject to ARTICLE V hereof and until such time, if any,
as the sale of the Securities has been registered under the Securities Act (or
the Securities may be sold by Purchaser pursuant to Rule 144 (subject to and in
accordance with the procedures specified in ARTICLE V hereof)), the
certificates evidencing the Securities will bear a restrictive legend (the
"Legend"),
which will include language in substantially the following form:

     

    THE SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR SUCH TRANSACTION UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR
TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS OR PURSUANT TO REGULATION S.  HEDGING
TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

     

    2.8          Authorization;
Enforcement.  This Agreement has been duly and validly
authorized, executed and delivered on behalf of Purchaser and is a valid and
binding agreement of Purchaser enforceable in accordance with its terms, except
to the extent that such validity or enforceability may be subject to or affected
by any bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of, creditors'
rights or remedies of creditors generally, or by other equitable principles of
general application.

     

    2.9          Residency.   Purchaser
is a resident of the jurisdiction set forth under Purchaser's name on the
Purchaser’s Signature Page.


    
      
         


      

      
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    2.10        Short Sales Prior To the
Date Hereof; Confidentiality.  Other than the transaction
contemplated hereunder, Purchaser has not directly or indirectly, nor has any
person acting on behalf of or pursuant to any understanding with Purchaser,
executed any disposition, including short sales, in the securities of the
Company during the period commencing from the time that Purchaser first received
a term sheet (written or oral) from the Company or any other person setting
forth the material terms of the transactions contemplated hereunder until the
date hereof (the “Discussion
Time”).  Other than to each Purchaser’s representatives and
advisors and the other parties to this Agreement, each Purchaser has maintained
the confidentiality of all disclosures of non-public information made to it in
connection with this transaction (including the existence and terms of this
transaction) during the Discussion Time.

     

    2.11        No General
Solicitation.  Purchaser is not purchasing the Note as a result
of any advertisement, article, notice or other communication regarding the Notes
published in any newspaper, magazine or similar media or broadcast over
television or radio or presented at any seminar or any other general
solicitation or general advertisement.

     

    2.12   
   No
Directed Selling Efforts.  If the Purchaser is purchasing its
Note pursuant to the exemption provided by compliance with Regulation
S:

     

    (i) The
Purchaser is not a U.S. Person (as defined in Regulation S), and is acquiring
its Note for its own account for the purpose of investment, not for the account
or benefit of any U.S. Person and not with a view to or for resale in connection
with any distribution thereof or interest therein;

     

    (ii) At
the time of the Company’s offer of the Notes to the Purchaser, and the
acceptance of such offer, the Purchaser was outside the United States, and no
offer to acquire the Notes or otherwise to participate in the transactions
contemplated by this Agreement was made to the Purchaser inside the United
States; and

     

    (iii) The
Purchaser has no present plan or intention to sell the Securities in the U.S. or
to a U.S. Person at any predetermined time, and is not acting as an underwriter,
dealer, distributor, or other person who is participating, pursuant to a
contractual arrangement, in the distribution of the Securities.

     

    2.13        No Assurance of Return on
Investment.  Purchaser realizes that the purchase of the
Securities is a highly speculative investment.  Purchaser is able to
bear the economic risk of the purchase of the Securities pursuant to the terms
of this Agreement, to hold the Securities for an indefinite period of time and
to suffer a complete loss of Purchaser’s investment.  Prior to
executing this Agreement, Purchaser has reviewed carefully a copy of this
Agreement and each schedule and exhibit hereto.  Purchaser has such
knowledge and experience in financial and business matters that the Purchaser is
capable of evaluating the merits and risks of the purchase of Securities
pursuant to the terms of this Agreement and protecting the Purchaser’s interests
in connection therewith.  THERE IS NO ASSURANCE THAT PURCHASER WILL
RECOVER OR REALIZE ANY RETURN ON PURCHASER’S INVESTMENT IN THE SECURITIES OR
THAT PURCHASER WILL NOT LOSE PURCHASER’S ENTIRE INVESTMENT IN THE
COMPANY.  THERE IS NO ASSURANCE THAT THE COMPANY WILL ACHIEVE
PROFITABILITY.  PURCHASER HAS READ THE RISK FACTORS CONTAINED IN THE
COMPANY’S SEC DOCUMENTS AND OTHER MATERIAL PROVIDED OR MADE AVAILABLE BY THE
COMPANY CAREFULLY AND CONSULTED WITH PURCHASER’S OWN ATTORNEY OR BUSINESS
ADVISOR PRIOR TO MAKING ANY INVESTMENT DECISION.  PURCHASER CAN AFFORD
THE RISK OF LOSS OF PURCHASER’S ENTIRE INVESTMENT IN THE
COMPANY.


    
      
         


      

      
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    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

     

    Each of
the Company, the BVI Company, Technic and Foshan severally (not jointly and
severally) make the following representations and warranties to each Investor;
provided, that, except where the context indicates otherwise, as used in this
Section 3, all references to “Subsidiaries” shall mean the
collective reference to the BVI Company, Technic and Foshan, as Subsidiaries of
the Company. The
Corporate Parties represent and warrant to each Purchaser as of the date hereof
and as of the Closing that the following statements are true and correct, except
as set forth on the disclosure schedules indicated below and attached hereto and
except as disclosed in the SEC Documents.

     

    3.1          Subsidiaries.  The
Company’s direct and indirect subsidiaries (as defined in Rule 1-02(x) of the
Regulation S-X promulgated by the Commission under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) are
set forth in Schedule
3.1 (each, a “Subsidiary”).  Upon
consummation of the Reverse Merger, the Company will own 100% of the share
capital of the BVI Company. The BVI Company currently owns all of the shares of
Technic.  Technic currently owns 100% of the share capital of
Foshan.  As at the date hereof, and as at the consummation of the
Reverse Merger, the outstanding shares of capital stock or similar equity
interests of such Subsidiaries will have been validly issued, fully paid and
nonassessable.  Upon the consummation of the Reverse Merger, such
shares shall be owned (i) as to Foshan by Technic, (ii) as to Technic by the BVI
Company and (iii) as to the the BVI Company by the Company.  Except as
disclosed in Schedule
3.1, all of the outstanding shares of capital stock of each of the
Subsidiaries are owned beneficially and of record by the Company, one of its
other Subsidiaries, or any combination of the Company or one or more of its
other Subsidiaries, in each case free and clear of any liens, charges,
restrictions, claims or encumbrances of any nature whatsoever (collectively,
“Liens”); and
there are no outstanding subscriptions, warrants, options, convertible
securities, or other rights (contingent or other) pursuant to which any of the
Subsidiaries is or may become obligated to issue any shares of its capital stock
to any person other than the Company or one of the other
Subsidiaries.  All the issued and outstanding shares of capital stock
of each subsidiary are validly issued and are fully paid, non-assessable and
free of preemptive and similar rights.  The capitalization of each
Subsidiary is set forth on Schedule 3.1
hereof.


    
      
         


      

      
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    3.2          Organization and
Qualification.   The Company and each of its Subsidiaries
are duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation of
any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  The Company and each Subsidiary are duly qualified to
conduct its respective businesses and are in good standing as a foreign
corporation or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary,
except where the failure to be so qualified or in good standing, as the case may
be, could not, individually or in the aggregate, have or reasonably be expected
to result in a Material Adverse Effect.  "Material Adverse
Effect" means any effect which, individually or in the aggregate with all
other effects, reasonably would be expected to be materially adverse to the
business, operations, properties, financial condition, operating results or
prospects of the Company or its Subsidiaries, taken as a whole, or on the
transactions contemplated hereby.

     

    3.3          Authorization;
Enforcement.  (a) The Company has the requisite corporate
power and authority to enter into and perform its obligations under the
Transaction Documents, and to issue, sell and perform its obligations with
respect to the Securities in accordance with the terms hereof and thereof and in
accordance with the terms and conditions of the Securities; (b) the
execution, delivery and performance of the Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby
(including, without limitation, the issuance of the Notes and the other
Securities) have been duly authorized by all necessary corporate action and no
further consent or authorization of the Company, its board of directors, or its
stockholders or any other person or entity is required with respect to any of
the transactions contemplated hereby or thereby; (c) this Agreement has been,
and at the Closing the Notes will be, duly executed and delivered by the
Company; and (d) this Agreement constitutes, and when issued pursuant to
the terms of this Agreement, the Notes and the Warrants will constitute, legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except (i) to the extent that such
validity or enforceability may be subject to or affected by any bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors' rights or remedies of
creditors generally, or by other equitable principles of general application,
and (ii) as rights to indemnity under this Agreement may be limited by
federal or state securities laws.


    
      
         


      

      
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    3.4          Capitalization.  The
capitalization of the Corporate Parties are set forth on Schedule 3.4
hereof.  All of outstanding shares of capital stock of the Company
have been, or upon issuance will be, validly issued, fully paid and
nonassessable.  No shares of capital stock of the Company (including
the Common Stock, the Conversion Securities and the Warrant Shares) are subject
to preemptive rights or any other similar rights of the stockholders of the
Company or any Liens enforceable against the Company.  Except as
disclosed in Schedule 3.4 hereof,
(i) there are no outstanding options, warrants, scrip, rights to subscribe
for, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into or exercisable or exchangeable for, any shares of
capital stock of the Company, or contracts, commitments, understandings or
arrangements by which the Company is or may become bound to issue additional
shares of capital stock of the Company and (ii) issuance of the Securities
will not trigger anti-dilution rights for any other outstanding or authorized
securities of the Company.  The Company has made available to
Purchaser true and correct copies of the Company's Certificate of Incorporation,
as amended ("Certificate of
Incorporation"), and the Company's By-laws, as amended (the "By-laws").  The
Company has set forth on Schedule 3.4 hereof all
instruments and agreements (other than the Certificate of Incorporation and
By-laws) governing securities convertible into or exercisable or exchangeable
for any class of its Common Stock (and the Company shall provide to each
Purchaser copies thereof upon the request of such Purchaser).

     

    3.5          No
Conflicts.  The
execution, delivery and performance of the Transaction Documents by the Company,
and the consummation by the Company of the transactions contemplated hereby and
thereby (including, without limitation, the issuance and reservation for
issuance, as applicable, of the Securities) do not and will not (a) result
in a violation of the Certificate of Incorporation or By-laws or
(b) conflict with, or constitute a default (or an event which, with notice
or lapse of time or both, would become a default) under or a breach of, or give
to others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Company or any Subsidiary is
a party, or result in a violation of any law, rule, regulation, order, judgment
or decree (including U.S. federal and state securities laws) applicable to the
Company or any Subsidiary or by which any property or asset of the Company or
any Subsidiary is bound or affected.  Neither the Company nor any
Subsidiary is in default (and no event has occurred which has not been waived
which, with notice or lapse of time or both, could reasonably be expected to put
the Company or any Subsidiary in default) under or breach of, nor has there
occurred any event giving others (with notice or lapse of time or both) any
rights of termination, amendment, acceleration or cancellation of, any material
agreement, indenture or instrument to which the Company or such Subsidiary is a
party.  The business of the Company and each Subsidiary has been
conducted, is being conducted, and shall be conducted so long as a Purchaser
owns any of the Securities, in compliance in all material respects with all
applicable laws, ordinances and regulations.  The businesses of the Corporate
Parties, if any, are not being conducted in violation of any law, ordinance or
regulation of any governmental entity material to the business of such Corporate
Parties.  Except as specifically contemplated by this Agreement and as
required under the Securities Act and any applicable laws of the People’s
Republic of China, neither the Company nor its Subsidiaries is required to
obtain any consent, authorization or order of, or make any filing or
registration with, any court, governmental agency, regulatory agency, self
regulatory organization or stock market or any third party, in order for the
execution, delivery or performance of any of its obligations under this
Agreement and the other Transaction Documents in accordance with the terms
hereof or thereof, or to issue and sell the Notes and the Warrants in accordance
with the terms hereof and to issue the Conversion Securities on conversion of
the Notes and/or the Warrant Shares upon exercise of the
Warrants.


    
      
         


      

      
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    3.6          Consents.  The
execution, delivery and performance by the Company of the Transaction Documents
and the offer, issuance and sale of the Securities require no consent or
authorization of, action by or in respect of, or filing or registration with,
any person, entity, governmental body, agency, or official other than (i)
filings that have been made pursuant to applicable state securities laws, (ii)
post-sale filings pursuant to applicable state and federal securities laws,
(iii) filings with FINRA and (iv) any filings  required under the
Registration Rights Agreement.

     

    3.7          SEC Documents; Financial
Statements.

     

    (a)            Since
January 10, 2008, the Company has filed the SEC Documents required to be filed
by it with the SEC pursuant to the reporting requirements of the Exchange Act
and is a fully-reporting company under Section 12(g) of the Exchange
Act.  As of their respective dates, the SEC Documents complied in all
material respects with the requirements of the Exchange Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  None of the statements made in any of the SEC Documents
which is required to be updated or amended under applicable law has not been so
updated or amended.   The financial statements of the Company
included in the SEC Documents comply as to form in all material respects with
applicable accounting requirements and the published rules and regulations of
the SEC or other applicable rules and regulations with respect
thereto.  Such financial statements have been prepared in accordance
with U.S. generally accepted accounting principles, consistently applied, and
the rules and regulations of the SEC during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent
they do not include footnotes or are condensed or summary statements) and
present accurately and completely the financial position of the Company as of
the dates thereof and the results of its operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments).  To the Company’s knowledge, the SEC
Documents contain a complete and accurate list of all material undischarged
written or oral contracts, agreements, leases or other instruments to which the
Company or a Subsidiary is a party or by which the Company or a Subsidiary is
bound or to which any of the properties or assets of the Company or a Subsidiary
is subject (each, a "Contract"), a copy of
which would be required to be filed with the SEC as an exhibit to a registration
statement on Form S-3 or applicable form  if the Company or any
subsidiary were registering securities under the Securities Act.  None
of the Company, any Subsidiary, or, to the Company's knowledge, any of the other
parties thereto, is in breach or violation of any Contract.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b)            A
true and complete copy of the consolidated financial statements of Technic as of
and for the fiscal years ended September 30, 2009 and 2008 and the related notes
thereto (the “Technic
Financial Statements”) and the unaudited proforma condensed consolidated
financial statements of the Company and its Subsidiaries and the related notes
thereto (the “Pro
Forma Statements” and, together with the Technic Financial Statements,
the “Financial
Statements”), each as to be included in the Form 8-K to be filed with the
SEC within four Business Days of the date of this Agreement (the “Form 8-K”), are
attached hereto in Schedule
3.7(b).  The Financial Statements have been prepared in
accordance with U.S. generally accepted accounting principles, consistently
applied, and the rules and regulations of the SEC during the periods involved
(except as may be otherwise indicated in such financial statements or the notes
thereto).  The Technic Financial Statements present accurately and
completely the consolidated financial position of Technic as of the dates
thereof and the results of its operations and cash flows for the periods then
ended.  Except as set forth, in a manner clearly evident to a
sophisticated, accredited or institutional investor, in the Financial
Statements, neither the Company nor any of its Subsidiaries has liabilities,
contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of business consistent with past practice subsequent to the date
of such Financial Statements that, individually and in the aggregate, are not
material to its business; and (ii) obligations under contracts and
commitments (other than for breaches thereof) incurred in the ordinary course of
business consistent with past practice and not required under generally accepted
accounting principles to be reflected in the Financial Statements.  No
event, occurrence or condition exists which, with the lapse of time, the giving
of notice, or both, could become a default by the Company or any Subsidiary
which could reasonably be expected to have a Material Adverse
Effect.

     

    3.8          Absence of Certain
Changes.  Since September 30, 2009, or otherwise included in
the Financial Statements, there has been no material adverse change and no
material adverse development in the business, properties, operations, financial
condition, results of operations or prospects of  the Company or any
of its Subsidiaries.

     

    3.9          Absence of
Litigation.  Except as disclosed in Schedule 3.9
hereof  or as disclosed in the SEC Documents, there is no action,
suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, or self-regulatory organization or body pending or, to the
Company's knowledge, threatened against or affecting the Company, any Subsidiary
or any of their respective directors or officers in their capacities as
such.  There are no facts known to the Company which, if known by a
potential claimant or governmental authority, could reasonably be expected to
give rise to a claim or proceeding which, if asserted or conducted with results
unfavorable to the Company or a Subsidiary could reasonably be expected to have
a Material Adverse Effect.

     

    3.10        Tax
Matters.  Except as set forth on Schedule 3.10 attached hereto,
the Company and each Subsidiary has timely prepared and filed all tax returns
required to have been filed by the Company and such Subsidiary with all
appropriate governmental agencies and timely paid all taxes shown thereon or
otherwise owed by it.  The charges, accruals and reserves on the books
of the Company and each Subsidiary in respect of taxes for all fiscal periods
are adequate in all material respects, and there are no material unpaid
assessments against the Company or any Subsidiary nor, to the Company's
knowledge, any basis for the assessment of any additional taxes, penalties or
interest for any fiscal period or audits by any federal, state or local taxing
authority except for any assessment which is not material to the Company or such
Subsidiary.  All taxes and other assessments and levies that the
Company or any Subsidiary is required to withhold or to collect for payment have
been duly withheld and collected and paid to the proper governmental entity or
third party when due.  There are no tax Liens or claims pending or, to
the Company's knowledge, threatened against the Company or any Subsidiary or any
of their respective assets or property.  There are no outstanding tax
sharing agreements or other such arrangements between the Company or any
Subsidiary on the one hand, and any other corporation or entity on the other
hand.


    
      
         


      

      
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    3.11        Transactions with
Affiliates.  Except as disclosed in Schedule  3.11
or the SEC Documents, none of the officers or directors of the Company or any
Subsidiary and, to the Company's knowledge, none of the employees of the Company
or any Subsidiary is presently a party to any transaction with the Company or
any Subsidiary (other than as holders of stock options and/or warrants, and for
customary services as employees, officers, and directors), including any
contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such
employee or, to the Company's knowledge, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer,
director, trustee or partner.

     

    3.12        Patents and
Trademarks.  Schedule 3.12 sets
forth all of the patents, patent applications, trademarks, trademark
applications, service marks, trade names, copyrights, licenses and other similar
rights that the Company and its Subsidiaries owns or has the rights to use
(collectively, the “Intellectual Property
Rights”).  The
Intellectual Property Rights constitute all of the patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights,
licenses and other similar rights that are necessary for use by the Company and
its Subsidiaries in connection with their respective businesses.  The
Intellectual Property Rights do not violate or infringe upon the rights of any
person or entity.  Except as set forth in Schedule 3.12, all
such Intellectual Property Rights are enforceable and, to the knowledge of the
Company and its Subsidiaries, there is no existing infringement by another
person or entity of any of the Intellectual Property Rights.  The
Intellectual Property Rights and the owner thereof or agreement through which
they are licensed to any of the Company or its Subsidiaries are set forth on
Schedule
3.12.   By the Closing, Foshan shall have granted the
Company an irrevocable, exclusive, royalty-free license on all Intellectual
Property Rights that are registered to or owned by Foshan or its
predecessor.

     

    3.13        Disclosure.  No
information relating to or concerning the Company or any Subsidiary set forth in
this Agreement or any of the other Transaction Documents contains an untrue
statement of a material fact.  No information relating to or
concerning the Company set forth in any of the SEC Documents contains a
statement of material fact that was untrue as of the date such SEC Document was
filed with the SEC.  The Company has not omitted to state a material
fact necessary in order to make the statements made herein or in any of the
other Transaction Documents, in light of the circumstances under which they were
made, not misleading.  Except for the execution and performance of the
Transaction Documents, no material fact (within the meaning of the federal
securities laws of the United States and of applicable state securities laws)
exists with respect to the Company or any of its Subsidiaries which has not been
publicly disclosed (or will be publicly disclosed in the Form
8-K).


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    3.14        No General
Solicitation.  Neither the Company nor to the Company’s
knowledge any distributor participating on the Company's behalf in the
transactions contemplated hereby (if any) nor any person acting for the Company,
or to the Company’s knowledge any such distributor, has conducted any "general
solicitation," as described in Rule 502(c) under Regulation D, or any
“directed selling efforts” in the United States, as defined in Regulation S,
with respect to any of the Securities being offered hereby.

     

    3.15        No Integrated
Offering.  Neither the Company, nor any of its affiliates, nor
any person acting on its or their behalf, has directly or indirectly made any
offers or sales of any security or solicited any offers to buy any security
under circumstances that would prevent the parties hereto from consummating the
transactions contemplated hereby pursuant to an exemption from registration
under the Securities Act pursuant to the provisions of
Regulation D.  The transactions contemplated hereby are exempt
from the registration requirements of the Securities Act, assuming the accuracy
of the representations and warranties herein contained of each
Purchaser.

     

    3.16        No
Brokers.  Except with respect to the Placement Agent, the
Company has taken no action which would give rise to any claim by any person for
brokerage commissions, finder's fees or similar payments by any Purchaser
relating to this Agreement or the transactions contemplated hereby.

     

    3.17        Subsidiaries and Other
Interests.  Except for the
Subsidiaries, the Company does not (a) own of record or beneficially,
directly or indirectly (or have any obligation, right or option to acquire)
(i) any shares of capital stock or securities exercisable for or
convertible into capital stock of any other entity, or (ii) any
participating, proprietary, or equity interest in any partnership, limited
liability company, joint venture or other entity, or (b) control, directly
or indirectly, through the ownership of voting securities, by contract or credit
arrangement, as trustee or executor, or otherwise, any other
entity.

     

    3.18        Additional PRC
Representations and Warranties.

     

    (a)          
          All material
consents, approvals, authorizations or licenses requisite under People’s
Republic of China (“PRC”) law for the due
and proper establishment and operation of Foshan have been duly obtained from
the relevant PRC governmental authorities and are in full force and
effect.

     

    (b)                     All
material filings and registrations with the PRC governmental authorities
required in respect of Foshan and its operations including, without limitation,
the registration with the Ministry of Commerce, the State Administration of
Industry and Commerce, the State Administration for Foreign Exchange, tax bureau
and customs authorities have been duly completed in accordance with the relevant
PRC rules and regulations.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    (c)     
               Foshan
has complied with all relevant PRC laws and regulations regarding the
contribution and payment of its registered share capital, the payment schedule
of which has been approved by the relevant PRC governmental
authorities.  There are no outstanding rights of, or commitments made
by, Foshan to sell any of  its equity interests.

     

    (d)                    Foshan
is not in receipt of any letter or notice from any relevant PRC governmental
authority notifying it of the revocation, or otherwise questioning the validity,
of any material licenses or qualifications issued to it or any material subsidy
granted to it by any PRC governmental authority for non-compliance with the
terms thereof or with applicable PRC laws, or the need for compliance or
remedial actions in respect of the activities carried out by
Foshan.

     

    (e)                     Foshan
has conducted its business activities within its permitted scope of business or
has otherwise operated its businesses in material compliance with all relevant
legal requirements and with all requisite licenses and approvals granted by
competent PRC governmental authorities.  As to licenses, approvals and
government grants and concessions requisite or material for the conduct of any
part of Foshan’s business which is subject to periodic renewal, Foshan has no
knowledge of any grounds on which such requisite renewals will not be granted by
the relevant PRC governmental authorities.

     

    (f)                     With
regard to employment and staff or labor, Foshan has complied with all applicable
PRC laws and regulations in all material respects, including without limitation,
laws and regulations pertaining to welfare funds, social benefits, medical
benefits, insurance, retirement benefits, pensions or the like.

     

    3.19        Subsidiary
Contracts.  Schedule 3.19 sets
forth a complete and accurate list of all material undischarged written or oral
contracts, agreements, leases or other instruments to which a Subsidiary is a
party or by which a Subsidiary is bound or to which any of the properties or
assets of a Subsidiary is subject (each, a “Subsidiary
Contract”).  Each Subsidiary Contract is valid, binding, and
enforceable in accordance with it terms, and no Subsidiary or, to the Company’s
knowledge, any other party to such Subsidiary Contract is in breach or violation
of any Subsidiary Contract.

     

    3.20        Title to and Condition of
Properties.  The Company and each Subsidiary owns (with good
and marketable title in the case of real property), or holds under valid leases
or other rights to use, all real property, plants, machinery and equipment
necessary for the conduct of its business as presently conducted, free and clear
of all Liens.  All material items of tangible personal property used
in the operation of such business are in satisfactory condition and repair,
ordinary wear and tear excepted.


    
      
         


      

      
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    3.21        Issuance of
Shares.  The Notes and the Warrants to be issued at the Closing
have been duly authorized by all necessary corporate action and the Conversion
Securities, when paid for or issued in accordance with the terms hereof, shall
be validly issued and outstanding, fully paid and nonassessable and entitled to
the rights and preferences of such securities.  When the Conversion
Securities and the Warrant Shares are issued in accordance with their respective
terms such shares will be duly authorized by all necessary corporate action and
validly issued and outstanding, fully paid and nonassessable, and the holders
shall be entitled to all rights accorded to a holder of Common
Stock

     

    3.22        Foreign Corrupt Practices;
Foreign Assets Control Regulations.  Neither the sale of the
Securities hereunder nor the Company’s use of the proceeds thereof will violate
the Trading with the Enemy Act, as amended, or any foreign assets control
regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter
V, as amended) or any enabling legislation or executive order relating
therefrom.  None of the Corporate Parties nor any director or senior
officer of any of the Corporate Parties is a Person named on the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) list, nor is a Person
prohibited under the OFAC programs.

     

    3.23        Solvency.  Each
of the Corporate Parties (after giving effect to the transactions contemplated
by this Agreement) is solvent (i.e., its assets have a fair
market value in excess of the amount required to pay its probable liabilities on
its existing debts as they become absolute and matured).  Each of the
Corporate Parties (after giving effect to the transactions contemplated by this
Agreement) has the ability to pay its debts from time to time incurred in
connection therewith as such debts mature.

     

    3.24        Public Utility Holding
Company Act and Investment Company Act Status.  The Company is
not a “holding company” or a “public utility company” as such terms are defined
in the Public Utility Holding Company Act of 1935, as amended.  The
Company is not, and as a result of and immediately upon the Closing will not be,
an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
amended.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    3.25        Independent Nature of
Purchasers.  The Company acknowledges that the obligations of
each Purchaser under the Transaction Documents are several and not joint with
the obligations of any other Purchaser, and no Purchaser shall be responsible in
any way for the performance of the obligations of any other Purchaser under the
Transaction Documents.  The Company acknowledges that the decision of
each Purchaser to purchase securities pursuant to this Agreement has been made
by such Purchaser independently of any other purchase and independently of any
information, materials, statements or opinions as to the business, affairs,
operations, assets, properties, liabilities, results of operations, condition
(financial or otherwise) or prospects of the Company or of its Subsidiaries
which may have made or given by any other Purchaser or by any agent or employee
of any other Purchaser, and no Purchaser or any of its agents or employees shall
have any liability to any Purchaser (or any other person) relating to or arising
from any such information, materials, statements or opinions.  The
Company acknowledges that nothing contained herein, or in any Transaction
Document, and no action taken by any Purchaser pursuant hereto or thereto, shall
be deemed to constitute the Purchasers as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by the Transaction Documents.  The
Company acknowledges that each Purchaser shall be entitled to independently
protect and enforce its rights, including without limitation, the rights arising
out of this Agreement or out of the other Transaction Documents, and it shall
not be necessary for any other Purchaser to be joined as an additional party in
any proceeding for such purpose.  The Company acknowledges that for
reasons of administrative convenience only, the Transaction Documents have been
prepared by counsel for one of the Purchasers and such counsel does not
represent all of the Purchasers but only such Purchaser and the other Purchasers
have retained their own individual counsel with respect to the transactions
contemplated hereby.  The Company acknowledges that it has elected to
provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so
by the Purchasers.  The Company acknowledges that such procedure with
respect to the Transaction Documents in no way creates a presumption that the
Purchasers are in any way acting in concert or as a group with respect to the
Transaction Documents or the transactions contemplated hereby or
thereby.

     

    3.26      
Dilutive
Effect.  The Company understands and acknowledges that its
obligation to issue Conversion Securities upon conversion of the Notes in
accordance with this Agreement and its obligations to issue the Warrant Shares
upon the exercise of the Warrants in accordance with this Agreement and the
Warrants, is, in each case, absolute and unconditional regardless of the
dilutive effect that such issuance may have on the ownership interest of other
stockholders of the Company.

     

    3.27        No Undisclosed
Liabilities.  Neither the Company nor any of its subsidiaries
has any liabilities, obligations, claims or losses (whether liquidated or
unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise)
other than those incurred in the ordinary course of the Company’s or its
subsidiaries respective businesses since September 30, 2009 and which,
individually or in the aggregate, do not or would not have a Material Adverse
Effect on the Company or its subsidiaries.

     

    3.28        No Undisclosed Events or
Circumstances.  No event or circumstance has occurred or exists
with respect to the Company or its subsidiaries or their respective businesses,
properties, prospects, operations or financial condition, which, under
applicable law, rule or regulation, requires public disclosure or announcement
by the Company but which has not been so publicly announced or
disclosed.


     

    ARTICLE
IV

    COVENANTS
AND AGREEMENTS

     

    4.1          Reasonable
Efforts.  The parties shall use their commercially reasonable
efforts to timely satisfy each of the conditions described in ARTICLES VI and
VII of this Agreement.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    4.2          Securities Laws; Disclosure;
Press Release.  The Company agrees to file a Form D with
respect to the Securities with the SEC as required under Regulation D within
fifteen (15) days of the Closing Date. The Company shall, on or prior to the
date of Closing, take such action as is necessary to sell the Securities to each
Purchaser under applicable securities laws.  The Company agrees to
file the Form 8-K disclosing this Agreement and the transactions
contemplated hereby with the SEC within four (4) Business Days following the
date of consummation of the Reverse Merger Transaction.  The Company
and the Placement Agent shall consult with each other in connection with the
Form 8-K, and in issuing any press releases with respect to the transactions
contemplated hereby, and no Purchaser shall issue any such press release or
otherwise make any such public statement without the prior written consent of
the Company, which consent shall not unreasonably be withheld, except if such
disclosure is required by law, in which case the disclosing party shall promptly
provide the other party with prior notice of such public statement or
communication.  For purposes of this Agreement, “Business Day” means
any day other than a Saturday, a Sunday or a day on which banks in the City of
New York are required or authorized by law to be closed.

     

    4.3          Reporting
Status.  So long as any Purchaser beneficially owns any of the
Securities, the Company shall use commercially reasonable efforts to timely file
all reports required to be filed with the SEC pursuant to the Exchange Act, and
the Company shall not voluntarily terminate its status as an issuer required to
file reports under the Exchange Act even if the Exchange Act or the rules and
regulations thereunder would permit such termination.

     

    4.4          Reservation of Common
Stock. The Company shall take all action necessary to at all times have
authorized, and reserved for the purpose of issuance, a sufficient number of the
shares of its authorized Common Stock for the issuance upon conversion of all of
the Notes (if applicable) and the exercise of all of the Warrants.

     

    4.5          Use of
Proceeds.  The Company will use the proceeds from the sale of
the Notes for the following purposes: (a) payment of fees and expenses in
connection with the transactions contemplated hereby, including interest on the
Notes, and (b) general operating purposes and not to redeem any Common Stock or
securities convertible, exercisable or exchangeable into Common Stock or to
settle any outstanding litigation.

     

    4.6          Corporate
Existence.  So long as any Purchaser beneficially owns any
Securities, the Company shall maintain its corporate existence, except in the
event of a merger, consolidation or sale of all or substantially all of the
Company's assets, as long as the surviving or successor entity in such
transaction assumes, in writing, the Company's obligations hereunder and under
the agreements and instruments entered into in connection
herewith.


    
      
         


      

      
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    4.7          Notice of Event of
Default.  Upon the occurrence of each Event of Default (as
defined in the Notes), the Company shall (i) notify the Purchasers of the nature
of such Event of Default as soon as practicable (but in no event later than one
Business Day after the Company becomes aware of such Event of Default), and (ii)
not later than two Business Days after delivering such notice to the Purchasers,
issue a press release disclosing such Event of Default and take such other
actions as may be necessary to ensure that none of the Purchasers are in the
possession of material, nonpublic information as a result of receiving such
notice from the Company.

    


    4.8          No Senior
Indebtedness.  Until each Note has been fully repaid, the
Company covenants that, without the prior unanimous approval of the holders of
the outstanding Notes, the Company will not incur any indebtedness which by its
terms is senior in right of payment of principal or interest to the
Notes.

    


    4.9          Warrants.  Concurrently
with the issuance of the Notes hereunder, the Company shall issue to each
Purchaser a warrant in form attached hereto as Exhibit B (the “Warrant”).

    


    4.10        Non-Recourse Guaranty;
Security for Guaranty.  (a) The repayment of all indebtedness
and obligations under the Notes shall be guaranteed by the shareholders set
forth on Exhibit
C (the “Management
Shareholders”) pursuant to a Non-Recourse Guaranty substantially in the
form of Exhibit
D attached hereto (the “Non-Recourse
Guaranty”).  The Management Shareholders’
obligations under the Non-Recourse Guaranty shall be secured by a pledge by the
Management Shareholders of the number of shares of Common Stock set forth
opposite their names on Exhibit C, to be held
by The Law Offices of Louis E. Taubman, PC, a member of Leser, Hunter, Taubman
& Taubman, as collateral agent for the Noteholders (the “Collateral
Agent”).  The
pledge shall be made pursuant to a Stock Pledge Agreement in the form of Exhibit E attached
hereto (the “Stock
Pledge Agreement”).

    


    (b)   At the Closing,
the Company shall deposit an aggregate of $200,000 in escrow with Interwest
Transfer Company, as escrow agent (the “Escrow Agent”), under
the Escrow Agreement

    


    4.11        Board Seat,
etc.  From and after the Closing and for as long as any of the
Notes are outstanding, the Purchasers shall have the right to designate
Technic’s Corporate Secretary (the “Noteholder Designee”)
with full authority to access the bank accounts of Technic and Foshan upon the
occurrence of, and during the continuance of, an Event of Default (as defined in
the Notes).  The Company and Foshan shall, prior to the Closing, take
all measures reasonably necessary and shall execute all documents required under
PRC law to appoint such Noteholder Designee and and afford him/her such
rights.  From and after the Closing and for as long as any of the
Notes are outstanding, the Company and Foshan shall take all measures reasonably
necessary and shall execute all documents required to cause the Noteholder
Designee to be appointed to each of the Corporate Parties’ Board of
Directors.

     

    4.12        No Hedging Transactions,
etc.  Each Purchaser covenants that it will not knowingly make
any sale, transfer, or other disposition of the Notes, or engage in hedging
transactions with respect to the Notes, in violation of the Securities Act
(including Regulation S), the Securities Exchange Act of 1934, as amended, or
the rules and regulations promulgated under either of the
foregoing.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    4.13        Compliance with
Laws.  The Company shall comply, and cause each Subsidiary to
comply, with all applicable laws, rules, regulations and orders, noncompliance
with which could have a Material Adverse Effect.

     

    4.14        Keeping of Records and Books
of Account.  The Company shall keep and cause each Subsidiary
to keep adequate records and books of account, in which complete entries will be
made in accordance with GAAP consistently applied, reflecting all financial
transactions of the Company and its subsidiaries, and in which, for each fiscal
year, all proper reserves for depreciation, depletion, obsolescence,
amortization, taxes, bad debts and other purposes in connection with its
business shall be made.

     

    4.15        Other
Agreements.  The Company shall not enter into any agreement in
which the terms of such agreement would restrict or impair the right or ability
to perform of the Company or any subsidiary under any Transaction
Document.

     

    4.16        Registration and
Listing.  The Company shall cause its Common Stock to continue
to be registered under Sections 12(b) or 12(g) of the Exchange Act, to comply in
all respects with its reporting and filing obligations under the Exchange Act
and to not take any action or file any document (whether or not permitted by the
Securities Act or the rules promulgated thereunder) to terminate or suspend such
registration or to terminate or suspend its reporting and filing obligations
under the Exchange Act or Securities Act, except as permitted
herein.  When available and subject to the terms of the Transaction
Documents, the Company further covenants that it will take such further action
as the Purchasers may reasonably request, all to the extent required from time
to time to enable the Purchasers to sell the Shares without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act.  Upon the request of the
Purchasers, the Company shall deliver to the Purchasers a written certification
of a duly authorized officer as to whether it has complied with such
requirements.

     

    4.17        Disclosure of Material
Information.  The Company covenants and agrees that neither it
nor any other person acting on its behalf has provided or will provide any
Purchaser or its agents or counsel with any information that the Company
believes constitutes material non-public information, unless prior thereto such
Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information.  The Company understands and confirms that
each Purchaser shall be relying on the foregoing representations in effecting
transactions in securities of the Company.

     

    4.18    No Loans or
Advances.  Except for loans and advances outstanding as of the
Closing Date, the Company and its Subsidiaries (direct or indirect) will not
make any loans, advances or other extensions of credit to the executive officers
or directors of the Company, any Subsidiary or any family member or Affiliate of
any of such executive officers or directors.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    ARTICLE
V

    LEGEND
REMOVAL, TRANSFER, CERTAIN SALES, ADDITIONAL SHARES

     

    5.1          Removal of
Legend.  The Legend shall be removed and the Company shall
issue a certificate without such Legend to the holder of any Security upon which
it is stamped, and a certificate for a Security shall be originally issued
without the Legend, if (a) the sale of such Security is registered under
the Securities Act, (b) such holder provides the Company with an opinion of
counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions and reasonably satisfactory to the Company and its
counsel (the reasonable cost of which shall be borne by the Company if such sale
takes place within twelve months after the date of the Closing and neither an
effective registration statement under the Securities Act or Rule 144 is
available in connection with such sale) to the effect that a public sale or
transfer of such Security may be made without registration under the Securities
Act pursuant to an exemption from such registration requirements or
(c) such Security can be sold pursuant to Rule 144 and the holder
provides the Company with reasonable assurances that the Security can be so sold
without restriction.  The Company may not make any notation on its
records or give instructions to any transfer agent of the Company that enlarge
the restrictions on transfer set forth in this Section.  Each
Purchaser agrees to sell all Securities, including those represented by a
certificate(s) from which the Legend has been removed, or which were originally
issued without the Legend, in compliance with registration requirements of the
Securities Act (including Regulation S) or an exemption therefrom, and
understands and acknowledges that the Company shall refuse to register the
transfer of the Securities in the absence of such compliance.  In the
event the Legend is removed from any Security or any Security is issued without
the Legend, and the Security is to be disposed of other than pursuant to a
registration statement or pursuant to Rule 144, then prior to, and as a
condition to, such disposition such Security shall be relegended as provided
herein in connection with any disposition if the subsequent transfer thereof
would be restricted under the Securities Act.  Also, in the event the
Legend is removed from any Security or any Security is issued without the Legend
and thereafter the effectiveness of a registration statement covering the resale
of such Security is suspended or the Company determines that a supplement or
amendment thereto is required by applicable securities laws, then upon
reasonable advance notice to Purchaser holding such Security, the Company may
require that the Legend be placed on any such Security that cannot then be sold
pursuant to an effective registration statement or Rule 144 or with respect to
which the opinion referred to in clause (b) above has not been rendered,
which Legend shall be removed when such Security may be sold pursuant to an
effective registration statement or Rule 144 or such holder provides the
opinion with respect thereto described in clause (b) above.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    5.2          Transfer Agent
Instructions.  The Company agrees that at such time as the
Legend is no longer required under  Section 5.1, it will, no later
than three (3) Business Days following the delivery by a Purchaser to the
Company or the Company's transfer agent of a certificate representing Securities
issued with a restrictive legend (such date, the "Legend Removal
Date"), deliver or cause to be delivered to such Purchaser a certificate
representing such Securities that is free from all restrictive and other
legends, registered in the name of each Purchaser or its nominee for the
Securities.  The Company covenants that no instruction other than such
instructions referred to in this ARTICLE V, and stop transfer instructions
to give effect to Section 2.6 hereof, will be given by the Company to its
transfer agent, and that the Securities shall otherwise be freely transferable
on the books and records of the Company.  Nothing in this Section
shall affect in any way each Purchaser's obligations and agreement set forth in
Section 5.1 hereof to resell the Securities in compliance with applicable
securities laws.  If, in connection with the transfer of Securities,
(a) a Purchaser provides the Company with an opinion of counsel, which
opinion of counsel shall be in form, substance and scope customary for opinions
of counsel in comparable transactions and reasonably satisfactory to the Company
and its counsel (the reasonable cost of which shall be borne by the Company if,
within six months after the date of the Closing, neither an effective
registration statement under the Securities Act or Rule 144 is available in
connection with such transfer), to the effect that the Securities to be
transferred may be transferred pursuant to an exemption from registration or
(b) a Purchaser transfers Securities to an affiliate which is an accredited
investor (within the meaning of Regulation D) and which delivers to the
Company in written form the same representations, warranties and covenants made
by the Purchasers hereunder or pursuant to Rule 144, the Company shall
permit the transfer, and, in the case of the Warrant Shares, promptly instruct
its transfer agent to issue one or more certificates in such name and in such
denomination as specified by such Purchaser.  The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to
a Purchaser by vitiating the intent and purpose of the transaction contemplated
hereby.  Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this ARTICLE V will be inadequate and
agrees, in the event of a breach or threatened breach by the Company of the
provisions of this ARTICLE V, that a Purchaser shall be entitled, in
addition to all other available remedies to an injunction restraining any breach
and requiring immediate issuance and transfer, without the necessity of showing
economic loss or special damages and without any bond or other security being
required.


     

    ARTICLE
VI

    CONDITIONS
TO THE COMPANY'S OBLIGATION TO SELL

     

    6.1          Conditions to the Company's
Obligation to Sell.  The obligation of the Company hereunder to
issue and sell the Notes to a Purchaser at the Closing is subject to the
satisfaction, as of the date of the Closing and with respect to such Purchaser,
of each of the following conditions, provided that these conditions are for the
Company's sole benefit and may be waived by the Company at any time in its sole
discretion:

     

    (i)                            Such
Purchaser shall have fully completed, executed and delivered the Purchaser’s
Signature Page;

     

    (ii)                           Such
Purchaser shall have remitted the Purchase Price set forth opposite the name of
such Purchaser on Schedule 1 hereto to
the Escrow Agent;


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    (iii)                          The
representations and warranties of such Purchaser shall be true and correct as of
the date when made and as of the Closing with the same force and effect as
though such representations and warranties had been made on and as of the date
of Closing (except for representations and warranties that speak as of a
specific date), and such Purchaser shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required
by this Agreement to be performed, satisfied or complied with by such Purchaser
at or prior to the Closing;

     

    (iv)                          The
Company shall have received from such Purchaser a fully completed Investor
Questionnaire, and must have found the contents of such questionnaire to be
reasonably satisfactory in the Company’s sole discretion; and

     

    (v)                           No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which restricts or prohibits the
consummation of any of the transactions contemplated by this Agreement or the
other Transaction Documents.

     

    ARTICLE
VII

    CONDITIONS
TO EACH PURCHASER'S OBLIGATION TO PURCHASE

     

    7.1          The
obligation of each Purchaser hereunder to purchase the Note to be purchased by
it on the date of the Closing is subject to the satisfaction of each of the
following conditions, provided that these conditions are for each Purchaser's
sole benefit and may be waived by such Purchaser at any time in such Purchaser's
sole discretion:

     

    (i)                            The
Company shall have delivered to the Purchaser a Note in the principal amount of
the Purchase Price paid by such Purchaser, and a Warrant registered in the name
of the Purchaser;

     

    (ii)                           The
representations and warranties of the Company shall be true and correct in all
material respects as of the date when made and as of the Closing with the same
force and effect as though such representations and warranties had been made on
and as of the date of Closing, and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied
with by the Company at or prior to the Closing;

     

    (iii)                          No
statute, rule, regulation, executive order, decree, ruling or injunction shall
have been enacted, entered, promulgated or endorsed by any court or governmental
authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation
of any of the transactions contemplated by this Agreement or the other
Transaction Documents;


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (iv)                          The
Management Shareholders shall have executed and delivered to the Purchasers the
Non-Recourse Guaranty and the Stock Pledge Agreement, and delivered the shares
of the Common Stock being pledged by them pursuant to the Stock Pledge Agreement
to the Collateral Agent;

     

    (v)                           The
Company and each of the Management Shareholders shall have executed and
delivered to the Purchasers at the Closing a voting agreement substantially in
the form of Exhibit
G attached hereto (the “Voting Agreement”)
pursuant to which, among other things, the Management Shareholders agree to take
such actions as shall be necessary to appoint the Noteholder Designee as a
director of the Company, Technic and Foshan and maintain such Noteholder
Designee as a director until time as the Notes are no longer
outstanding;

     

    (vi)                          The
Company and Foshan shall have taken all necessary action and shall have executed
and delivered all such documents as shall be necessary to grant to the
Noteholder Designee access to the Foshan bank accounts in the manner and to the
extent required by Section 4. 11 of this Agreement.

     

    (vii)                         The
Company and the Escrow Agent shall have executed and delivered to the Purchasers
the Escrow Agreement, and the Company shall have deposited $200,000 with the
Escrow Agent pursuant to the terms of the Escrow Agreement;

     

    (viii)                        The
Company shall have obtained all waivers, authorizations, approvals and consents
needed to consummate the transaction contemplated by this Agreement and the
other Transaction Documents; and

     

    (ix)                          The
Company shall have executed and delivered to the Purchasers the Registration
Rights Agreement and the Stock Pledge Agreement.

    


    (x)                           The
Company shall have executed the Reverse Merger Agreement and completed the
Reverse Merger Transactions.

    


    (xi)                          No
event shall have occurred which could reasonably be expected to have a Material
Adverse Effect.

    


    (xii)                         The
Company shall have delivered to the Purchasers a certificate of an executive
officer of the Company, dated as of such Closing Date, confirming the accuracy
of the Company’s representations, warranties and covenants as of such Closing
Date and confirming the compliance by the Company with the conditions precedent
set forth in this Article VII as of the Closing Date.

    


    (xiii)                        The
Board of Directors of the Company shall have adopted resolutions consistent with
Section 3.3(b) hereof in a form reasonably acceptable to such
Purchaser.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    ARTICLE
VIII

    GOVERNING
LAW; MISCELLANEOUS

     

    8.1          Governing Law:
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the Delaware General Corporation Law (in respect of
matters of corporation law) and the laws of the State of New York (in respect of
all other matters) applicable to contracts made and to be performed in the State
of New York.  The parties hereto irrevocably consent to the
jurisdiction of the United States federal courts and state courts located in the
State of New York and County of New York in any suit or proceeding based on or
arising under this Agreement or the transactions contemplated hereby and
irrevocably agree that all claims in respect of such suit or proceeding may be
determined in such courts.  The Company and each Purchaser irrevocably
waives the defense of an inconvenient forum to the maintenance of such suit or
proceeding in such forum.  The Company and each Purchaser further
agrees that service of process upon the Company or such Purchaser, as
applicable, mailed by the first class mail in accordance with Section 8.7
shall be deemed in every respect effective service of process upon the Company
or such Purchaser in any suit or proceeding arising
hereunder.  Nothing herein shall affect the right of a party hereto to
serve process in any other manner permitted by law.  The parties
hereto agree that a final non-appealable judgment in any such suit or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on such
judgment or in any other lawful manner.  The parties hereto
irrevocably waive any right to a trial by jury under applicable
law.

     

    8.2          Reserved.

     

    8.3          Counterparts.  This
Agreement may be executed in two or more counterparts, including, without
limitation, by electronic or facsimile transmission, all of which counterparts
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
parties.  In the event any signature page is delivered by facsimile or
electronic transmission, the party using such means of delivery shall cause
additional original executed signature pages to be delivered to the other
parties as soon as practicable thereafter.

     

    8.4          Headings.  The
headings of this Agreement are for convenience of reference and shall not form
part of, or affect the interpretation of, this Agreement.

     

    8.5          Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    8.6          Entire Agreement;
Amendments.  This Agreement and the instruments referenced
herein contain the entire understanding of the parties with respect to the
maters covered herein and therein and, except as specifically set forth herein
or therein, neither the Company nor any Purchaser makes any representation,
warranty, covenant or undertaking with respect to such matters.  No
provision of this Agreement may be waived other than by an instrument in writing
signed by the party to be charged with enforcement and no provision of this
Agreement may be amended other than by an instrument in writing signed by the
Company and each Purchaser.

     

    8.7          Notices.  Any
notice herein required or permitted to be given shall be in writing and shall be
delivered personally, by nationally-recognized overnight courier or by facsimile
machine confirmed telecopy to the applicable addresses set forth below (or to
such other address as a party may designate by written notice in accordance with
the provisions of this Section 8.7), and shall be deemed given and effective on
the earliest of (a) the date of transmission if such notice or communication is
delivered by fax prior to 5:30 p.m. (Eastern Time) on a Business Day, (b) the
next Business Day after the date of transmission if such notice or communication
is delivered via fax on a day that is not a Business Day or later than 5:30 p.m.
(Eastern Time) on a Business Day, (c) the 1st
Business Day after the date of mailing if sent by U.S. nationally recognized
overnight courier service for next Business Day delivery, or (d) upon actual
receipt by the party to whom such notice is required to be given. The addresses
for such communications shall be:

    


    If to the
Company, to :

    


    Perpetual
Technologies, Inc.

    Shishan
Industrial Park

    Nanhai
District, Foshan City, Guangdong Province, PRC

    Attention: Mr. Ji Lie

    Facsimile:

    


    with a
copy to:

    


    Guzov
Ofsink, LLC

    600
Madison Avenue

    New York,
New York 10022

    Attention: Darren Ofsink,
Esq.

    Facsimile: 212-688-7273

    


    If to any
Purchaser, to such address set forth under such Purchaser's name on the
Purchaser’s Signature Page executed by such Purchaser.  Each party
shall provide notice to the other parties of any change in address in the
meaning set forth in this Section 8.7.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    8.8          Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns.  Neither the
Company nor any Purchaser shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the
other.  Notwithstanding the foregoing, each Purchaser may assign its
rights and obligations hereunder to any of its "affiliates," as that term is
defined under the Securities Act, without the consent of the Company so long as
such affiliate is an accredited investor (within the meaning of
Regulation D) and agrees in writing to be bound by this
Agreement.  This provision shall not limit each Purchaser's right to
transfer the Securities pursuant to the terms of this Agreement or to assign
such Purchaser's rights hereunder to any such transferee.  In that
regard, if a Purchaser sells all or part of its Securities to someone that
acquires the Securities subject to restrictions on transferability (other than
restrictions, if any, arising out of the transferee's status as an affiliate of
the Company), Purchaser shall be permitted to assign its rights hereunder, in
whole or in part, to such transferee.

     

    8.9          Third Party
Beneficiaries.  Except as set forth in Sections 8.10 and 8.13
below, this Agreement is intended for the benefit of the parties hereto and
their respective permitted successors and assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other person or
entity.

     

    8.10        Survival;
Indemnification.  The representations and warranties of the
Company shall survive for a period of one year after the Closing,
notwithstanding any due diligence investigation conducted by or on behalf of a
Purchaser.  The Company agrees to indemnify and hold harmless each
Purchaser and each Purchaser's officers, directors, employees, partners, agents
and affiliates from and against any and all losses, claims, damages, liabilities
and expenses (including, without limitation, reasonable attorneys' fees and
disbursements and other expenses incurred in connection with investigating,
preparing or defending any action, claim or proceeding, pending or threatened
and the costs of enforcement thereof) (collectively, "Losses")  arising
as a result of or related to any breach or alleged breach by the Company of any
of its representations or covenants set forth herein, including advancement of
expenses as they are incurred.  The representations and warranties of
the Purchasers shall survive for a period of one year after the Closing,
notwithstanding any due diligence investigation conducted by or on behalf of the
Company, and each Purchaser shall indemnify and hold harmless the Company and
each of its officers, directors, employees, partners, agents and affiliates from
and against any and all Losses arising as a result of or related to any breach
of such Purchaser's representations and warranties contained
herein.  The maximum aggregate liability of each Purchaser pursuant to
its indemnification obligations under this Article VII, if any, shall not exceed
the portion of the Purchase Price paid by such Purchaser hereunder.

     

    8.11        Further
Assurances.  Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby and by the other Transaction
Documents.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    8.12        Remedies.  No
provision of this Agreement providing for any remedy to a Purchaser shall limit
any remedy which would otherwise be available to such Purchaser at law or in
equity.  Nothing in this Agreement shall limit any rights a Purchaser
may have under any applicable federal or state securities laws with respect to
the investment contemplated hereby.  The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to a
Purchaser.  Accordingly, the Company acknowledges that the remedy at
law for a material breach of its obligations under this Agreement will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Agreement, that a Purchaser shall be entitled,
in addition to all other available remedies, to an injunction restraining any
breach and requiring immediate compliance, without the necessity of showing
economic loss or special damages, and without any bond or other security being
required.

     

    8.13.       Arm’s Length Negotiations;
Counsel for the Company.  Each Purchaser expressly represents
and warrants to the Company that (a) before executing this Agreement, said
Purchaser has fully informed himself or itself of the terms, contents,
conditions and effects of this Agreement; (b) said Purchaser has relied solely
and completely upon his or its own judgment in executing this Agreement; (c)
said Purchaser has had the opportunity to seek the advice of his or its own
counsel and advisors before executing this Agreement; (d) said Purchaser has
acted voluntarily and of his or its own free will in executing this Agreement;
(e) said Purchaser is not acting under duress, whether economic or physical, in
executing this Agreement; (f) this Agreement is the result of arm’s length
negotiations conducted by and among the parties; and (g) said Purchaser
acknowledges that the law firm of Guzov Ofsink, LLC has been retained by the
Company to prepare this Agreement as legal counsel for the Company, that Guzov
Ofsink, LLC does not represent any Purchaser in connection with the preparation
or execution of this Agreement, and that Guzov Ofsink, LLC has not given any
legal, investment or tax advice to any Purchaser regarding this
Agreement.  Guzov Ofsink, LLC is expressly intended as a beneficiary
of the representations and warranties of the Purchasers contained in this
Section 8.13.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned Purchasers and the Company have caused this
Agreement to be duly executed as of the date first above written.

     

    
      COMPANY:

       

      PERPETUAL
TECHNOLOGIES, INC.

       

      
        
          	
                  By: /s/ Jie Li

                	 
      
	
                  Name: 
      Jie Li

                
	
                  Title: 
        Chief Executive
Officer

                


        

      

      


      HONG HUI HOLDINGS LIMITED
(the “BVI Company”)

       

      
        
          	
                  By: /s/ Jie Li

                	 
      
	
                  Name: 
      Jie Li

                
	
                  Title: 
        Director

                


        

      

      


      Technic International
Limited

       

      
        
          	
                  By:      /s/ Wawai Law

                	 
      
	
                  Name: Wawai
      Law

                
	
                  Title:
      Chairman

                


        

      

      


      Foshan SLP Special Materials
Company

       

      
        
          	
                  By:      /s/ Jie Li

                	 
      
	
                  Name: Jie
      Li

                
	
                  Title:
      Legal Representative

                


        

      

      


      PURCHASERS:

       

      See
attached Signature Pages

       

      
        
           

        

        
          28

          
            

          

        

        
           
 

      

    

    PURCHASER SIGNATURE PAGE
TO  NOTE PURCHASE  AGREEMENT


    


    IN
WITNESS WHEREOF, the undersigned has executed this Agreement on this 12th  day
of  February, 2010.


    


    Name of
Purchaser:___________________________________

    


    Signature
of Purchaser:   ____________________________________

    


    Consideration:
$__________________ in cash.

    


    Taxpayer
Identification or

    Social
Security Number of
Purchaser:  ____________________________________

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Name and Residence Address: 

                                    	 
      	 
      	 
	
                                      (Post Office Address Not Acceptable)

                                    	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	
                                      Mailing
      Address if Different

                                    	 
      	 
      	 
	
                                      from
      Residence Address

                                    	 
      	 
      	 
	
                                      (Post
      Office Address is Acceptable)

                                    	 
      	 
      	 
	 	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
Type of
Ownership (check one):

    


    ________________    Individual
Ownership

    ________________    Community
Property (each spouse must sign)

    ________________    Joint
Tenants with Right of Survivorship (all sign)

    ________________    Tenants
in Common (all sign)

    ________________    Trust

    ________________    Corporation

    ________________    S
Corporation

    ________________    C
Corporation

    ________________    Limited
Liability Company

    ________________    Other
(please specify type of entity )

    


    Fax
Number of Purchaser:___________________________

     

    E-Mail
Address of Purchaser: _________________________

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    LIST OF
EXHIBITS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      EXHIBIT A  

                                    	
                                      -

                                    	
                                      FORM
      OF NOTE

                                    
	 	 	 
	
                                      EXHIBIT
      B

                                    	
                                      -

                                    	
                                      FORM
      OF WARRANT

                                    
	 	 	 
	
                                      EXHIBIT
      C

                                    	
                                      -

                                    	
                                      MANAGEMENT
      SHAREHOLDERS

                                    
	 	 	 
	
                                      EXHIBIT
      D

                                    	
                                      -

                                    	
                                      FORM
      OF NON-RECOURSE GUARANTY

                                    
	 	 	 
	
                                      EXHIBIT
      E

                                    	
                                      -

                                    	
                                      FORM
      OF STOCK PLEDGE AGREEMENT

                                    
	 	 	 
	
                                      EXHIBIT G -

                                    	 
      	
                                      FORM
      OF VOTING AGREEMENT

                                    
	 	 	 
	
                                      EXHIBT
      H -

                                    	 
      	
                                      FORM
      OF ESCROW AGREEMENT

                                    
	 	 	 
	
                                      EXHIBT
      I  -

                                    	 
      	
                                      FORM
      OF REGISTRATION RIGHTS
AGREEMENT

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    Exhibit
A

    To

    Note Purchase
Agreement

     

    FORM OF
NOTE


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    Exhibit
B

    To

    Note Purchase
Agreement

     

    FORM OF
WARRANT


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    Exhibit
C

    To

    Note Purchase
Agreement

     

    MANAGEMENT
SHAREHOLDERS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Name and Address

                                  	 	
                                    Number
      of Shares of Perpetual

                                    Technologies,
      Inc. Common Stock Being

                                    Pledged

                                  
	
                                    Bestyield
      Group Limited

                                  	 	
                                    21,765,306

                                  
	
                                    Proudlead
      Limited

                                  	 	
                                    21,765,306

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    Exhibit
D

    To

    Note Purchase
Agreement

     

    FORM OF NON-RECOURSE
GUARANTY

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

     

    Exhibit
E

    To

    Note Purchase
Agreement

     

    FORM OF STOCK PLEDGE
AGREEMENT


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    Exhibit
G

    To

    Note Purchase
Agreement

     

    FORM OF VOTING
AGREEMENT


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    Exhibit
H

    To

    Note Purchase
Agreement

     

    FORM OF ESCROW
AGREEMENT


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    Exhibit
I

    To

    Note Purchase
Agreement

     

    FORM OF REGISTRATION RIGHTS
AGREEMENT


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    SCHEDULE
1

    TO NOTE PURCHASE
AGREEMENT

     

    LIST OF
INVESTORS

     

    
      
        
          
            	
                    Investor Name, Address,

                    Telephone and Fax Number

                  	 	
                    
                    

                    Principal Amount

                    of Note

                  	 	 	
                    
                    

                    Purchase Price

                  	 
	
                    Jayhawk
      Capital

                  	 	$	2,500,000	 	 	$	2,500,000	 
	
                    Blue
      Earth Fund, LP

                    Longboard
      Captial

                    1312
      Cedar Street

                    SantaMonica,
      CA 90405

                  	 	$	1,000,000	 	 	$	1,000,000	 
	
                    Lumen
      Capital LP

                    265
      West Trail

                    Stamford,
      CT 06903

                  	 	$	100,000	 	 	$	100,000	 
	
                    Trading
      Systems, LLC

                    14
      Red Tail Drive,

                    Highlands
      Ranch CO 80126

                  	 	$	100,000	 	 	$	100,000	 
	
                    Joseph
      Nemelka

                    159
      South  975 West,

                    Mapleton,
      UT 84664

                  	 	$	100,000	 	 	$	100,000	 
	
                    Glenn
      A. Little

                    1103
      Stewart Ave., Apt.200,

                    Garden
      City, NY 11530

                  	 	$	200,000	 	 	$	200,000	 
	
                    Jeffrey  Grossman

                    87
      Zukor Road,

                    New
      City NY 10956

                  	 	$	100,000	 	 	$	100,000	 
	
                    Grace
      King

                    1235
      Park Ave

                    NewYork,
      NY 10128

                  	 	$	20,000	 	 	$	20,000	 
	
                    Timothy
      O'Donnell

                    160
      Henry St. Apt.3B,

                    Brooklyn,
      NY 11201

                  	 	$	10,000	 	 	$	10,000	 
	
                    Sik
      Wing Sung

                    53
      Braisted Avenue,

                    Staten
      Island, NY 10314

                  	 	$	10,000	 	 	$	10,000	 
	 
      	 	 	 	 	 	 	 	 
	
                    Totals:

                  	 	$	4,140,000.00	 	 	$	4,140,000.00	 


          

        

      

    

     

    
      
         


      

      
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