Filed by Automated Filing Services Inc. (604) 609-0244 - Green Gold Inc. - Exhibit 10.1






ASSET PURCHASE AGREEMENT 

THIS AGREEMENT dated the 24th day of FEBRUARY,
  2006. 

BETWEEN: 

JAMES LAIRD 

(the “Vendor”)

OF THE FIRST PART 

AND: 

GREEN GOLD INC.

(the “Purchaser”)

OF THE SECOND PART

WHEREAS:

A.   The Vendor is the registered and beneficial
owner of various mineral claims (hereinafter the “Claims”), collectively
called GREEN GOLD JADE PROPERTY. The Claims of the Vendor are more particularly
described in Schedule “A” attached hereto and forming part of this
Agreement;

B.    The Vendor has agreed to sell and the
Purchaser has agreed to purchase all of the Claims of the Vendor in accordance
with the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
  of the terms and covenants herein and other good and valuable consideration,
  the receipt and sufficiency of which each party acknowledges, the parties hereto
  agree as follows:

	1.  	PURCHASE AND SALE OF ASSETS
	 	 
	1.1 	Sale of Assets. Subject to the terms and conditions
        of this Agreement, the Vendor hereby sells, assigns and transfers to the
        Purchaser, and the Purchaser hereby purchases the Vendor’s Claims.

	 	 
	1.2 	 Purchase Price. The purchase price payable by
        the Purchaser to the Vendor for the Vendor’s Claims is USD $10,000
        (the “Purchase Price”). If applicable, subject to
        a carried 3% Net Smelter Royalty as described in Appendix “A”.









	1.3 	
      Payment of the Purchase Price. The Purchase Price
      will be paid by the delivery of a cheque.



	 	 
	1.4	Delivery of Claims. The
        Vendor delivers to the Purchaser, on execution hereof, all of the Claims
        unconditionally and free and clear of all liens, charges, or encumbrances,
        except where disclosed.

	 	 
	2.  	COVENANTS OF THE PARTIES
	 	 
	2.1	Covenants. The parties
        undertake to keep the information with respect to this Agreement, the
        terms herein, and any related, underlying or subsequent agreements (the
        “Information”) confidential and not to directly or indirectly
        disclose the Information at any time to any person or persons or use the
        Information for any purpose whatsoever.

	 	 
	3. 	REPRESENTATIONS OF THE VENDOR
	 	 
	3.1	Representations. The
        Vendor represents and warrants to the Purchaser as follows, with the intent
        that the Purchaser will rely on the representations in entering into this
        Agreement, and in concluding the purchase and sale contemplated by this
        Agreement:

	 	 	 
	 	(a) 	 Capacity to Sell. The Vendor is James
        Laird, having the power and capacity to own and dispose of the Claims,
        and to enter into this Agreement and carry out its terms to the full extent;

	 	 	 	 
	 	(b) 	 Authority to Sell. The execution and
        delivery of this Agreement, and the completion of the transaction contemplated
        by this Agreement has been duly and validly authorized by all necessary
        corporate action on the part of the Vendor, and this Agreement constitutes
        a legal, valid and binding obligation of the Vendor enforceable against
        the Vendor in accordance with its terms except as may be limited by laws
        of general application affecting the rights of creditors;

	 	 	 	 
	 	(c) 	 Sale Will Not Cause Default. Neither
        the execution and delivery of this Agreement, nor the completion of the
        purchase and sale contemplated by this Agreement will:

	 	 	 	 
	 		(i) 	 violate any of the terms and provisions of the constating
        documents or bylaws or articles of the Vendor, or any order, decree, statute,
        bylaw, regulation, covenant, restriction applicable to the Vendor or the
        Claims;

	 	 	 	 
	 		(ii) 	 give any person the right to terminate, cancel or otherwise
        deal with the Claims; or









	 	(iii) 	
      result in any fees, duties, taxes, assessments or other
      amounts relating to the Claims becoming due or payable other than tax
      payable by the Purchaser in connection with the purchase and
  sale;




	 	(d) 	
      Encumbrances. The Vendor owns and possesses and
      has a good marketable title to the Claims free and clear of all legal
      claims, mortgages, liens, charges, pledges, security interest,
      encumbrances or other claims, except where as disclosed;

	 	 	 
	 	(e) 	
      Litigation. There is no litigation or
      administrative or governmental proceeding or inquiry pending or, to the
      knowledge of the Vendor, threatened against or relating to the Claims, nor
      does the Vendor know of or have reasonable grounds that there is any basis
      for any such action, proceeding or inquiry;

	 	 	 
	 	(f) 	
      No Defaults. Except as otherwise expressly
      disclosed in this Agreement there has not been any default in any
      obligation to be performed under any of the Claims, which are in good
      standing and in full force and appropriate effect; and

	 	 	 
	 	(g) 	
      Good Standing. Prior to closing this Agreement,
      the Vendor will maintain, as required, the Claims in good
  standing.



	 	 
	4.	COVENANTS OF THE VENDOR
	 	 
	4.1	Procure Consents. The
        Vendor will diligently and expeditiously take all reasonable steps requested
        by the Purchaser to obtain all necessary consents to effect the transfer
        of the Claims.

	 	 
	4.2	Covenant of Indemnity.
        The Vendor will indemnify and hold harmless the Purchaser from and against:

	 	 	 
	 	(a) 	 any and all liabilities, whether accrued, absolute,
        contingent or otherwise, existing at closing and which are not agreed
        to be assumed by the Purchaser under this Agreement;

	 	 	 
	 	(b) 	 any and all losses, claims, damages and costs incurred
        or suffered by the Purchaser arising out of the breach or inaccuracy of
        any representation or warranty of the Vendor contained in this Agreement;
        and

	 	 	 
	 	(c) 	 any and all actions, suits, proceedings, demands, assessments,
        judgments, costs and legal and other expenses incident to any of the foregoing.









	4.3 	
      Execution of all necessary documents. The Vendor
      will execute all necessary documents including such assignments as the
      Purchaser may require to effect the transfer of all of the Claims,
      including but not limited to, internet contracts and internet
  names.



	 	 
	5. 	REPRESENTATIONS OF THE PURCHASER
	 	 
	5.1	Representations. The Purchaser represents
      and warrants to the Vendor as follows, with the intent that the Vendor will
      rely on these representations and warranties in entering into this Agreement,
      and in concluding the purchase and sale contemplated by this Agreement:
	 	 
	 	(a) 	 Status of Purchaser. The Purchaser is a corporation
        duly incorporated, validly existing and in good standing and has the power
        and capacity to enter into this Agreement and carry out its terms; and

	 	 	 
	 	(b) 	 Authority to Purchase. The execution and delivery
        of this Agreement and the completion of the transaction contemplated by
        this Agreement has been duly and validly authorized by all necessary corporate
        action on the part of the Purchaser, and this Agreement constitutes a
        legal, valid and binding obligation of the Purchaser enforceable against
        the Purchaser in accordance with its terms except as limited by laws of
        general application affecting the rights of creditors.





	6. 	 COVENANTS OF THE PURCHASER

	 	 
	6.1 	 Consents. The Purchaser will at the request of
        the Vendor execute and deliver such applications for consent and such
        assumption agreements, and provide such information as may be necessary
        to obtain the consents referred to in paragraph 4.1 and will assist and
        cooperate with the Vendor in obtaining the consents.

	 	 
	6.2 	 Execution of all necessary documents. The Purchaser
        will execute all necessary documents as the Vendor may require to effect
        the transfer of all of the Claims.

	 	 
	7. 	 SURVIVAL OF REPRESENTATIONS AND COVENANTS

	 	 
	7.1	Vendor's Representations and Covenants. All
        representations, covenants and agreements made by the Vendor in this Agreement
        or under this Agreement will, unless otherwise expressly stated, survive
        closing and any investigation at any time made by or on behalf of the
        Purchaser will continue in full force and effect for the benefit of the
        Purchaser.

	 	 
	7.2 	Purchaser’s Representations and Covenants.
        All representations, covenants and agreements made by the Purchaser in
        this Agreement or under this Agreement will, unless otherwise expressly
        stated, survive closing and any investigation at any time made 









	 	by or on behalf of the Vendor and will continue
      in full force and effect for the benefit of the Vendor.
	 	 
	8. 	LIABILITIES NOT ASSUMED
	 	 
	8.1	Liabilities Not Assumed.
        The Purchaser will not assume any liabilities of the Vendor. The Purchaser
        will not be responsible for any liability of the Vendor, past, present
        or future, relating to the Claims, and the Vendor will indemnify and save
        harmless the Purchaser from and against any such claim.

	 	 
	9. 	CONDITIONS PRECEDENT TO THE OBLIGATIONS
      OF THE PURCHASER
	 	 
	9.1	Conditions. All obligations
        of the Purchaser under this Agreement are subject to the fulfillment of
        the following conditions:

	 	 
	 	(a) 	 Vendor's Representations. The Vendor’s representations
        contained in this Agreement will be true.

	 	 	 
	 	(b) 	 Vendor’s Covenants. The Vendor will have
        performed and complied with all agreements, covenants and conditions as
        required by this Agreement.

	 	 	 
	 	(c) 	 Consents. The Purchaser will have received duly
        executed copies of the consents or approvals referred to in paragraph
        4.1.



	 	 
	9.2  	Exclusive Benefit. The
        foregoing conditions are for the exclusive benefit of the Purchaser and
        any such condition may be waived in whole or in part by the Purchaser
        delivering to the Vendor a written waiver to that effect signed by the
        Purchaser.

	 	 
	10. 	CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR

	 	 
	10.1 	Conditions. All obligations
        of the Vendor under this Agreement are subject to the fulfillment of the
        following conditions:

	 	 	 
	 	(a) 	 Purchaser's Representations. The Purchaser’s
        representations contained in this Agreement will be true.

	 	 	 
	 	(b) 	 Purchaser’s Covenants. The Purchaser will
        have performed and complied with all covenants, agreements and conditions
        as required by this Agreement.

	 	 	 
	 	(c) 	 Consents of Third Parties. All consents or approvals
        required to be obtained by the Vendor for the purpose of selling, assigning
        or transferring the Claims have been obtained, provided that this condition
        may only be









	 	relied upon by the Vendor if the Vendor has diligently
        exercised its best efforts to procure all such consents or approvals and
        the Purchaser has not waived the need for all such consents or approvals.

	 	 
	10.2   	Exclusive Benefit. The foregoing conditions
        are for the exclusive benefit of the Vendor and any such condition may
        be waived in whole or in part by the Vendor delivering to the Purchaser
        a written waiver to that effect signed by the Vendor.

	 	 
	11. 	 GENERAL

	 	 
	11.1 	 Governing Law. This Agreement and each of the
        documents contemplated by or delivered under or in connection with this
        Agreement are governed exclusively by, and are to be enforced, construed
        and interpreted exclusively in accordance with the laws of British Columbia
        which will be deemed to be the proper law of the Agreement.

	 	 
	11.2 	 Professional Fees. Each of the parties will bear
        the fees and disbursements of their respective lawyers, advisers and consultants
        engaged by them respectively in connection with the transactions contemplated
        by this Agreement prior to the closing.

	 	 
	11.3 	 Assignment. No party will assign this Agreement,
        or any part of this Agreement, without the prior written consent of the
        other party. Any purported assignment without the required consent is
        not binding or enforceable against any party.

	 	 
	11.4 	 Enurement. This Agreement enures to the benefit
        of and binds the parties and their respective successors and permitted
        assigns.

	 	 
	11.5 	 Notice. All notices required or permitted to
        be given under this Agreement will be in writing and personally delivered
        to the address of the intended recipient set out on the first page of
        this Agreement or at such other address as may from time to time be notified
        by any of the parties in the manner provided in this Agreement.

	 	 
	11.6 	 Further Assurances. The parties will execute
        and deliver all further documents and take all further action reasonably
        necessary or appropriate to give effect to the provisions and intent of
        this Agreement and to complete the transactions contemplated by this Agreement.

	 	 
	11.7 	 Remedies Cumulative. The rights and remedies
        under this Agreement are cumulative and are in addition to and not in
        substitution for any other rights and remedies available at law or in
        equity or otherwise. Any party to this Agreement may terminate this Agreement
        if any other party is in breach of or defaults under any material term
        or condition of this Agreement or has made a material misrepresentation
        in this Agreement. No single or partial exercise by a party of









		
      any right or remedy precludes or otherwise affects the
      exercise of any other right or remedy to which that party may be
      entitled.

	 	 
	11.8 	
      Entire Agreement. This Agreement constitutes the
      entire agreement between the parties and there are no representations,
      express or implied, statutory or otherwise and no collateral agreements
      other than as expressly set out or referred to in this
Agreement.

	 	 
	11.9 	
      Headings. The division of this Agreement into
      sections and the insertion of headings are for convenience only and do not
      form part of this Agreement and will not be used to interpret, define or
      limit the scope, extent or intent of this Agreement.

	 	 
	11.10 	
      Severability. Each provision of this Agreement is
      severable. If any provision of this Agreement is or becomes illegal,
      invalid or unenforceable, the illegality, invalidity or unenforceability
      of that provision will not affect the legality, validity or enforceability
      of the remaining provisions of this Agreement.

	 	 
	11.11 	
      Schedules. The Schedules attached hereto form an
      integral part of this Agreement.

	 	 
	11.12 	
      Time of the Essence. Time will be of the essence
      of this Agreement.

	 	 
	11.13 	
      Counterparts. This Agreement and all documents
      contemplated by or delivered in connection with this Agreement may be
      executed and delivered by facsimile or original and in any number of
      counterparts, and each executed counterpart will be considered to be an
      original. All executed counterparts taken together will constitute one
      agreement.



IN WITNESS WHEREOF the parties have duly executed this
Agreement by their duly authorized officers effective the first day and year
written above.

VENDOR: JAMES LAIRD

per: /s/ James Laird 
______________________

 

PURCHASER: 

per: /s/ Ronald P. Erickson

________________________





 

SCHEDULE “A”

 

THIS IS SCHEDULE “A” to the Asset
Purchase Agreement.