Execution
        Copy

    

     

    AGREEMENT
      AND PLAN OF MERGER

    


    This
      AGREEMENT
      AND PLAN OF MERGER
      (this
“Agreement”)
      has
      been made as of August 4, 2006, by and among Supreme Realty Investments, Inc.,
      a
      Nevada corporation (“SRLT”),
      XY Acquisition
      Corporation, a Nevada corporation and a wholly-owned Subsidiary of SRLT
      (“Sub”),
      Home
      System Group, Inc., a British Virgin Islands corporation (“HSG”),
      and
      the shareholders of HSG, each of whom is identified on Schedule
      A
      to this
      Agreement (the “HSG
      Shareholders”).

    


    Whereas,
      the
      respective Boards of Directors of SRLT, Sub and HSG have approved the merger,
      pursuant and subject to the terms and conditions of this Agreement, of Sub
      with
      and into HSG (the “Merger”),
      whereby all of the issued and outstanding shares of the Common Stock of HSG
      (the
“HSG
      Common Stock”)
      will be
      converted into the right to receive a specified number of shares of the Common
      Stock of SRLT (the “SRLT
      Common Stock”);
      and
      the parties each desire to make certain representations, warranties and
      agreements in connection with the Merger and also to prescribe various
      conditions to the Merger;

    


    Now,
      Therefore,
      in
      consideration of the premises and the representations, warranties and covenants
      herein contained, the parties agree to effect the Merger on the terms and
      conditions herein provided and further agree as follows:

    ARTICLE
      1. definitions

    1.1 Definitions.

    


    In
      addition to the other definitions contained in this Agreement, the following
      terms will, when used in this Agreement, have the following respective
      meanings:

    


    “Affiliate”
      means a
      Person that, directly or indirectly, controls, is controlled by, or is under
      common control with, the referenced party.

    


    “Claim”
      means
      any
      contest, claim, demand, assessment, action, suit, cause of action, complaint,
      litigation, proceeding, hearing, arbitration, investigation or notice of any
      of
      the foregoing involving any Person.

    


    “Closing”
      means
      the consummation of the Merger. 

    


    “Code”
      means
      the Internal Revenue Code of 1986, as amended, together with all rules and
      regulations promulgated thereunder. 

    


    “Constituent
      Corporations”
      means
      HSG and Sub, as the constituent corporations of the Merger.

    


    “GAAP”
      means
      United States generally accepted accounting practices.

    


    “GCL”
      means
      the
      Nevada General Corporation Law.

    


    “Person”
      means
      and includes any individual, partnership, corporation, trust, company,
      unincorporated organization, joint venture or other entity, and any Governmental
      Entity.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Record
      Holder”
      means a
      holder of record of HSG Common Stock as shown on the regularly maintained stock
      transfer records of HSG.

    


    “Subsidiary”
      means,
      with respect to any Person, any corporation, partnership, joint venture, trust
      or other entity of which such Person, directly or indirectly through an
      Affiliate, owns an amount of voting securities, or possesses other ownership
      interests, having the power, direct or indirect, to elect a majority of the
      Board of Directors or other governing body thereof.

    


    “Surviving
      Corporation” means
      HSG, as the surviving corporation of the Merger.

    


    “U.S.”
      means
      the
      United States of America.

     

    1.2 Interpretation.

    


    In
      this
      Agreement, unless the express context otherwise requires:

    


    (a) the
      words
“herein,” “hereof”
      and
“hereunder
      and
      words
      of similar import refer to this Agreement as a whole and not to any particular
      provision of this Agreement; 

    


    (b) references
      to “Article”
      or
“Section”
      are
      to
      the respective Articles and Sections of this Agreement, and references to
“Exhibit”
      or
      “Schedule”
      are to
      the respective Exhibits and Schedules annexed hereto;

    


    (c) references
      to a “party”
      means a
      party to this Agreement and include references to such party’s successors and
      permitted assigns;

    


    (d) references
      to a “third
      party”
      means a
      Person that is neither a Party to this Agreement nor an Affiliate thereof;
      

    


    (e) the
      terms
“dollars”
      and
      “$”
      means
      U.S. dollars;

    


    (f) terms
      defined in the singular have a comparable meaning when used in the plural,
      and
      vice versa;

    


    (g) the
      masculine pronoun includes the feminine and the neuter, and vice versa, as
      appropriate in the context; and 

    


    (h)  wherever
      the word “include,” “includes”
      or
“including
      is
      used
      in this Agreement, it will be deemed to be followed by the words “without
      limitation.”

     

    ARTICLE
      2. THE
      MERGER

     

    2.1 Effective
      Time of the Merger.

    


    Subject
      to the provisions of this Agreement, the Merger will be consummated by the
      filing with the Secretary of State of the State of Nevada of articles of merger,
      in such form as required by, and signed and attested in accordance with, the
      relevant provisions of the GCL (the time of such filing or such later time
      and
      date as is specified in such filing being the “Effective
      Time”).
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.2 Closing.

    


    The
      Closing will take place at 10:00 a.m., local time, on the earliest date
      practicable after all of the conditions set forth in Article 9 are satisfied
      or
      waived by the appropriate party, but in no event later than the applicable
      date
      referred to in Section 10.1(d) (the “Closing
      Date”),
      unless
      another time, date or place is agreed to in writing by the parties.


     

    2.3 Effects
      of the Merger.

    


    By
      virtue
      of the Merger and without the necessity of any action by or on behalf of the
      Constituent Corporations, or either of them:

    


    (a) at
      the
      Effective Time, (i) the separate existence of Sub will cease, and Sub will
      be
      merged with and into HSG, and (ii) the certificate of incorporation and bylaws
      of HSG as in effect immediately prior to the Effective Time will be the
      certificate of incorporation and bylaws of the Surviving Corporation until
      thereafter amended; and 

    


    (b) at
      and
      after the Effective Time, the Surviving Corporation will possess all the rights,
      privileges, powers and franchises of a public as well as of a private nature,
      and be subject to all the restrictions, disabilities and duties, of each of
      the
      Constituent Corporations; and all property, real, personal and mixed, and all
      debts due to either of the Constituent Corporations on whatever account, as
      well
      for stock subscriptions as all other things in action or belonging to each
      of
      the Constituent Corporations will be vested in the Surviving Corporation; and
      all property, rights, privileges, powers and franchises, and all and every
      other
      interest will be thereafter as effectually be the property of the Surviving
      Corporation as they were of the respective Constituent Corporations, and the
      title to any real estate vested by deed or otherwise, in either of the
      Constituent Corporations, will not revert or be in any way impaired; but all
      rights of creditors and all liens upon any property of either of the Constituent
      Corporations will be preserved unimpaired, and all debts, liabilities and duties
      of the respective Constituent Corporations will thereafter attach to the
      Surviving Corporation, and may be enforced against it to the same extent as
      if
      such debts and liabilities had been incurred or contracted by it. 

     

    ARTICLE
      3. EFFECT
      OF MERGER ON CAPITAL STOCK

     

    3.1 Effect
      on Capital Stock.

    


    As
      of the
      Effective Time, by virtue of the Merger and without any action on the part
      of
      any holder of shares of HSG Common Stock or of shares of the capital stock
      of
      Sub:

    


    (a)  Capital
      Stock of Sub. Each
      issued and outstanding share of the capital stock of Sub will be converted
      into
      the right to receive one fully paid and non-assessable share of the capital
      stock of the Surviving Corporation. 

    


    (b) Cancellation
      of Treasury Stock. Shares
      of
      HSG Common Stock, if any, that are held by HSG as treasury stock will be
      cancelled and retired and will cease to exist, and no Merger Consideration
      will
      be delivered in exchange therefor. Shares of Supreme Realty Investments, Inc.
      Common Stock, if any, owned by HSG as of the Effective Time will remain
      unaffected by the Merger.

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (c) Exchanged
      Shares; Merger
      Consideration.

    


    (i) “Exchanged
      Shares”
      means
      all shares of HSG Common Stock issued and outstanding immediately prior to
      the
      Effective Time other than shares of HSG Common Stock, if any, held by HSG as
      treasury stock. 

    


    (ii) The
      consideration payable in the Merger will consist of an aggregate of eight
      million (8,000,000) shares of Supreme Realty Investments, Inc. Common Stock,
      which shall be distributed among the HSG Shareholders in accordance with
Schedule
      A
      hereto
      (the “Stock
      Merger Consideration”).

    


    (iii) “Merger
      Consideration” means
      the
      Stock Merger Consideration. 

    


    (d) Exchange
      of Exchanged Shares for Merger Consideration.
      As of
      the Effective Time, by virtue of the Merger, each issued and outstanding
      Exchanged Share will be converted into the right to receive the Merger
      Consideration, payable, to the Record Holders of Exchanged Shares at the
      Effective Time. As of the Effective Time, all
      shares of HSG Common Stock will no longer be outstanding and will automatically
      be cancelled and retired and will cease to exist, and each holder of a
      certificate representing any such shares will cease to have any rights with
      respect thereto, except the right to receive the Merger Consideration therefor,
      without interest, upon the surrender of such certificate in accordance with
      Section 3.2.

     

    3.2 Exchange
      of Merger Consideration for Exchanged Shares.

    


    (a) Exchange.
      On the
      Closing Date, the holders of all of the HSG Common Stock shall deliver to
      Supreme Realty Investments, Inc. certificates or other documents evidencing
      all
      of the issued and outstanding HSG Common Stock, duly endorsed in blank or with
      executed power attached thereto in transferable form. In exchange for all of
      the
      HSG Common Stock tendered pursuant hereto, Supreme Realty Investments, Inc.
      shall issue to HSG Shareholders the Stock Merger Consideration.

    


    (b) No
      Further Ownership Rights in HSG Common Stock.
      All
      shares of Supreme Realty Investments, Inc. Common Stock issued upon the
      surrender for exchange of shares of HSG Common Stock in accordance with the
      terms hereof will be deemed to have been issued in full satisfaction of all
      rights pertaining to such shares of HSG Common Stock, and there will be no
      further registration of transfers of the shares of HSG Common Stock (other
      than
      shares held directly or indirectly by Supreme Realty Investments, Inc.) after
      the Effective Time. If, after the Effective Time, Certificates are presented
      to
      the Surviving Corporation or its transfer agent for any reason, such
      Certificates will be cancelled and exchanged as provided by this Article 3.
      

    


    ARTICLE
      4.  REPRESENTATIONS
      AND WARRANTIES OF HSG

    


    HSG
      represents and warrants to Supreme Realty Investments, Inc. and to Sub as
      follows, as of the date hereof and as of the Closing Date: 

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.1 Organization.

    


    HSG
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of British Virgin Island and has the corporate power and is duly authorized,
      qualified, franchised and licensed under all applicable laws, regulations,
      ordinances and orders of public authorities to own all of its properties and
      assets and to carry on its business in all material respects as it is now being
      conducted, including qualification to do business as a foreign entity in the
      country or states in which the character and location of the assets owned by
      it
      or the nature of the business transacted by it requires qualification. Included
      in the attached Schedules (as hereinafter defined) are complete and correct
      copies of the articles of incorporation, bylaws and amendments thereto as in
      effect on the date hereof. The execution and delivery of this Agreement does
      not
      and the consummation of the transactions contemplated by this Agreement in
      accordance with the terms hereof will not, violate any provision of HSG’s
      certificate of incorporation or bylaws. HSG has full power, authority and legal
      right and has taken all action required by law, its articles of incorporation,
      bylaws or otherwise to authorize the execution and delivery of this
      Agreement.

    


    4.2 Capitalization.

    


    The
      authorized capitalization of HSG consists of 50,000 shares of common stock,
      no
      par value and no preferred shares. As of the date hereof, there are 50,000
      shares of common stock issued and outstanding. All issued and outstanding common
      shares have been legally issued, fully paid, are nonassessable and not issued
      in
      violation of the preemptive rights of any other person. HSG has no other
      securities, warrants or options authorized or issued.

    


    4.3 Subsidiaries.

    


    HSG
      owns
      100% of Oceanic International (Hong Kong) Limited, a Hong Kong, China
      corporation. 

    


    4.4 Tax
      Matters; Books & Records

    


    (a) The
      books
      and records, financial and others, of HSG are in all material respects complete
      and correct and have been maintained in accordance with good business accounting
      practices; and

    


    (b) HSG
      has
      no liabilities with respect to the payment of any country, federal, state,
      county, local or other taxes (including any deficiencies, interest or
      penalties). 

    


    (c) HSG
      shall
      remain responsible for all debts incurred prior to the closing.

    


    4.5 Information.
      

    


    The
      information concerning HSG as set forth in this Agreement and in the attached
      Schedules is complete and accurate in all material respects and does not contain
      any untrue statement of a material fact or omit to state a material fact
      required to make the statements made, in light of the circumstances under which
      they were made, not misleading.

    


    4.6 Title
      and Related Matters. 

    


    HSG
      has
      good and marketable title to and is the sole and exclusive owner of all of
      its
      properties, inventory, interests in properties and assets, real and personal
      (collectively, the “Assets”) free and clear of all liens, pledges, charges or
      encumbrances. Except as set forth in the Schedules attached hereto, HSG owns
      free and clear of any liens, claims, encumbrances, royalty interests or other
      restrictions or limitations of any nature whatsoever and all procedures,
      techniques, marketing plans, business plans, methods of management or other
      information utilized in connection with HSG’s business. Except as set forth in
      the attached Schedules, no third party has any right to, and HSG has not
      received any notice of infringement of or conflict with asserted rights of
      others with respect to any product, technology, data, trade secrets, know-how,
      proprietary techniques, trademarks, service marks, trade names or copyrights
      which, singly or in the aggregate, if the subject of an unfavorable decision,
      ruling or finding, would have a materially adverse affect on the business,
      operations, financial conditions or income of HSG or any material portion of
      its
      properties, assets or rights.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    4.7 Litigation
      and Proceedings

    


    There
      are
      no actions, suits or proceedings pending or threatened by or against or
      affecting HSG, at law or in equity, before any court or other governmental
      agency or instrumentality, domestic or foreign or before any arbitrator of
      any
      kind that would have a material adverse effect on the business, operations,
      financial condition, income or business prospects of HSG. HSG does not have
      any
      knowledge of any default on its part with respect to any judgment, order, writ,
      injunction, decree, award, rule or regulation of any court, arbitrator or
      governmental agency or instrumentality.

    


    4.8 Contracts.

    


    On
      the
      Closing Date:

    


    (a) Except
      as
      set forth on Schedule, there are no material contracts, agreements, franchises,
      license agreements, or other commitments to which HSG is a party or by which
      it
      or any of its properties are bound;

    


    (b) HSG
      is
      not a party to any contract, agreement, commitment or instrument or subject
      to
      any charter or other corporate restriction or any judgment, order, writ,
      injunction, decree or award which materially and adversely affects, or in the
      future may (as far as HSG can now foresee) materially and adversely affect,
      the
      business, operations, properties, assets or conditions of HSG; and 

    


    (c) HSG
      is
      not a party to any material oral or written: (i) contract for the employment
      of
      any officer or employee; (ii) profit sharing, bonus, deferred compensation,
      stock option, severance pay, pension, benefit or retirement plan, agreement
      or
      arrangement covered by Title IV of the Employee Retirement Income Security
      Act,
      as amended; (iii) agreement, contract or indenture relating to the borrowing
      of
      money; (iv) guaranty of any obligation for the borrowing of money or otherwise,
      excluding endorsements made for collection and other guaranties of obligations,
      which, in the aggregate exceeds $1,000; (v) consulting or other contract with
      an
      unexpired term of more than one year or providing for payments in excess of
      $10,000 in the aggregate; (vi) collective bargaining agreement; or (vii)
      contract, agreement, or other commitment involving payments by it for more
      than
      $10,000 in the aggregate.

    


    4.9 No
      Conflict With Other Instruments.

    


    The
      execution of this Agreement and the consummation of the transactions
      contemplated by this Agreement will not result in the breach of any term or
      provision of, or constitute an event of default under, any material indenture,
      mortgage, deed of trust or other material contract, agreement or instrument
      to
      which HSG is a party or to which any of its properties or operations are
      subject.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    4.10 Material
      Contract Defaults.

    


    To
      the
      best of HSG’s knowledge and belief, it is not in default in any material respect
      under the terms of any outstanding contract, agreement, lease or other
      commitment which is material to the business, operations, properties, assets
      or
      condition of HSG, and there is no event of default in any material respect
      under
      any such contract, agreement, lease or other commitment in respect of which
      HSG
      has not taken adequate steps to prevent such a default from
      occurring.

    


    4.11 
      Governmental Authorizations. 

    


    To
      the
      best of HSG’s knowledge, HSG has all licenses, franchises, permits and other
      governmental authorizations that are legally required to enable it to conduct
      its business operations in all material respects as conducted on the date
      hereof. Except for compliance with federal and state securities or corporation
      laws, no authorization, approval, consent or order of, or registration,
      declaration or filing with, any court or other governmental body is required
      in
      connection with the execution and delivery by HSG of the transactions
      contemplated hereby.

    


    4.12 Compliance
      With Laws and Regulations.

    


    To
      the
      best of HSG’s knowledge and belief, HSG has complied with all applicable
      statutes and regulations of any federal, state or other governmental entity
      or
      agency thereof, except to the extent that noncompliance would not materially
      and
      adversely affect the business, operations, properties, assets or condition
      of
      HSG or would not result in HSG’s incurring any material liability.

    


    4.13 Insurance.
      

    


    All
      of
      the insurable properties of HSG are insured for HSG’s benefit under valid and
      enforceable policy or policies containing substantially equivalent coverage
      and
      will be outstanding and in full force at the Closing Date.

    


    4.14 Approval
      of Agreement.

    


    The
      directors of HSG have authorized the execution and delivery of the Agreement
      and
      have approved the transactions contemplated hereby.

    


    4.15 Material
      Transactions or Affiliations.

    


    As
      of the
      Closing Date, there will exist no material contract, agreement or arrangement
      between HSG and any person who was at the time of such contract, agreement
      or
      arrangement an officer, director or person owning of record, or known by HSG
      to
      own beneficially, ten percent (10%) or more of the issued and outstanding Common
      Shares of HSG and which is to be performed in whole or in part after the date
      hereof. HSG has no commitment, whether written or oral, to lend any funds to,
      borrow any money from or enter into any other material transactions with, any
      such affiliated person.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
      5.  REPRESENTATIONS
      AND WARRANTIES OF SUPREME REALTY INVESTMENTS, INC. 

    


    Supreme
      Realty Investments, Inc. represents and warrants to HSG, as of the date hereof
      and as of the Closing Date, as follows: 

    


    5.1 Organization.
      

    


    Supreme
      Realty Investments, Inc. is a corporation duly organized, validly existing,
      and
      in good standing under the laws of Nevada and has the corporate power and is
      duly authorized, qualified, franchised and licensed under all applicable laws,
      regulations, ordinances and orders of public authorities to own all of its
      properties and assets and to carry on its business in all material respects
      as
      it is now being conducted, including qualification to do business as a foreign
      corporation in the jurisdiction in which the character and location of the
      assets owned by it or the nature of the business transacted by it requires
      qualification. The execution and delivery of this Agreement does not and the
      consummation of the transactions contemplated by this Agreement in accordance
      with the terms hereof will not violate any provision of Supreme Realty
      Investments, Inc.’s articles of incorporation or bylaws. Supreme Realty
      Investments, Inc. has full power, authority and legal right and has taken all
      action required by law, its articles of incorporation, its bylaws or otherwise
      to authorize the execution and delivery of this Agreement.

    


    5.2 Capitalization.
      

    


    The
      authorized capitalization of Supreme Realty Investments, Inc. consists of
      200,000,000 shares of common stock, $0.001 par value per share. As of the date
      hereof, Supreme Realty Investments, Inc. has approximately 6,754,000 shares
      of
      common stock issued and outstanding. All issued and outstanding shares are
      legally issued, fully paid and nonassessable and are not issued in violation
      of
      the preemptive or other rights of any person. 

    


    5.3 Subsidiaries.
      

    


    Supreme
      Realty Investments, Inc. has no subsidiaries other than Sub.

    


    5.4 Tax
      Matters: Books and Records.

    


    (a) The
      books
      and records, financial and others, of Supreme Realty Investments, Inc. are
      in
      all material respects complete and correct and have been maintained in
      accordance with good business accounting practices; and

    


    (b) Supreme
      Realty Investments, Inc. has no liabilities with respect to the payment of
      any
      country, federal, state, county, or local taxes (including any deficiencies,
      interest or penalties).

    


    (c) Supreme
      Realty Investments, Inc. shall remain responsible for all debts incurred by
      Supreme Realty Investments, Inc. prior to the date of closing.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    5.5 Litigation
      and Proceedings. 

    


    There
      are
      no actions, suits, proceedings or investigations pending or threatened by or
      against or affecting Supreme Realty Investments, Inc. or its properties, at
      law
      or in equity, before any court or other governmental agency or instrumentality,
      domestic or foreign or before any arbitrator of any kind that would have a
      material adverse affect on the business, operations, financial condition or
      income of Supreme Realty Investments, Inc. Supreme Realty Investments, Inc.
      is
      not in default with respect to any judgment, order, writ, injunction, decree,
      award, rule or regulation of any court, arbitrator or governmental agency or
      instrumentality or of any circumstances which, after reasonable investigation,
      would result in the discovery of such a default.

    


    5.6 Material
      Contract Defaults. 

    


    Supreme
      Realty Investments, Inc. is not in default in any material respect under the
      terms of any outstanding contract, agreement, lease or other commitment which
      is
      material to the business, operations, properties, assets or condition of Supreme
      Realty Investments, Inc., and there is no event of default in any material
      respect under any such contract, agreement, lease or other commitment in respect
      of which Supreme Realty Investments, Inc. has not taken adequate steps to
      prevent such a default from occurring.

    


    5.7 Information.
      

    


    The
      information concerning Supreme Realty Investments, Inc. as set forth in this
      Agreement and in the attached Schedules is complete and accurate in all material
      respects and does not contain any untrue statement of a material fact or omit
      to
      state a material fact required to make the statements made in light of the
      circumstances under which they were made, not misleading. 

    


    5.8 Title
      and Related Matters. 

    


    Supreme
      Realty Investments, Inc. has good and marketable title to and is the sole and
      exclusive owner of all of its properties, inventory, interest in properties
      and
      assets, real and personal (collectively, the “Assets”)
      free
      and clear of all liens, pledges, charges or encumbrances. Supreme Realty
      Investments, Inc. owns free and clear of any liens, claims, encumbrances,
      royalty interests or other restrictions or limitations of any nature whatsoever
      and all procedures, techniques, marketing plans, business plans, methods of
      management or other information utilized in connection with Supreme Realty
      Investments, Inc.’s business. No third party has any right to, and Supreme
      Realty Investments, Inc. has not received any notice of infringement of or
      conflict with asserted rights of other with respect to any product, technology,
      data, trade secrets, know-how, proprietary techniques, trademarks, service
      marks, trade names or copyrights which, singly on in the aggregate, if the
      subject of an unfavorable decision ruling or finding, would have a materially
      adverse affect on the business, operations, financial conditions or income
      of
      Supreme Realty Investments, Inc. or any material portion of its properties,
      assets or rights.

    


    5.9 Contracts.
      

    


    On
      the
      Closing Date:

    


    (a) There
      are
      no material contracts, agreements franchises, license agreements, or other
      commitments to which Supreme Realty Investments, Inc. is a party or by which
      it
      or any of its properties are bound;

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (b) Supreme
      Realty Investments, Inc. is not a party to any contract, agreement, commitment
      or instrument or subject to any charter or other corporate restriction or any
      judgment, order, writ, injunction, decree or award materially and adversely
      affects, or in the future may (as far as Supreme Realty Investments, Inc. can
      now foresee) materially and adversely affect, the business, operations,
      properties, assets or conditions of Supreme Realty Investments, Inc.;
      and

    


    (c) Supreme
      Realty Investments, Inc. is not a party to any material oral or written: (i)
      contract for the employment of any officer or employee; (ii) profit sharing,
      bonus, deferred compensation, stock option, severance pay, pension benefit
      or
      retirement plan, agreement or arrangement covered by Title IV of the Employee
      Retirement Income Security Act, as amended; (iii) agreement, contract or
      indenture relating to the borrowing of money; (iv) guaranty of any obligation
      for the borrowing of money or otherwise, excluding endorsements made for
      collection and other guaranties, of obligations, which, in the aggregate exceeds
      $1,000; (v) consulting or other contract with an unexpired term of more than
      one
      year or providing for payments in excess of $10,000 in the aggregate; (vi)
      collective bargaining agreement; (vii) contract, agreement or other commitment
      involving payments by it for more than $10,000 in the aggregate.

    


    5.10 Compliance
      With Laws and Regulations. 

    


    To
      the
      best of Supreme Realty Investments, Inc.’s knowledge and belief, Supreme Realty
      Investments, Inc. has complied with all applicable statutes and regulations
      of
      any federal, state or other governmental entity or agency thereof, except to
      the
      extent that noncompliance would not materially and adversely affect the
      business, operations, properties, assets or condition of Supreme Realty
      Investments, Inc. or would not result in Supreme Realty Investments, Inc.
      incurring material liability.

    


    5.11 Insurance.
      

    


    Supreme
      Realty Investments, Inc. maintains no insurance policies.

    


    5.12 Approval
      of Agreement. 

    


    The
      directors of Supreme Realty Investments, Inc. have authorized the execution
      and
      delivery of the Agreement by and have approved the transactions contemplated
      hereby.

    


    5.13 Material
      Transactions or Affiliations. 

    


    There
      are
      no material contracts or agreements of arrangement between Supreme Realty
      Investments, Inc. and any person, who was at the time of such contract,
      agreement or arrangement an officer, director or person owning of record, or
      known to beneficially own ten percent (10%) or more of the issued and
      outstanding Common Shares of Supreme Realty Investments, Inc. and which is
      to be
      performed in whole or in part after the date hereof. Except as disclosed in
      the
      attached Schedule, Supreme Realty Investments, Inc. has no commitment, whether
      written or oral, to lend any funds to, borrow any money from or enter into
      material transactions with any such affiliated person. 

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    5.14 No
      Conflict With Other Instruments. 

    


    The
      execution of this Agreement and the consummation of the transactions
      contemplated by this Agreement will not result in the breach of any term or
      provision of, or constitute an event of default under, any material indenture,
      mortgage, deed of trust or other material contract, agreement or instrument
      to
      which Supreme Realty Investments, Inc. is a party or to which any of its
      properties or operations are subject.

    


    5.15 Governmental
      Authorizations. 

    


    Supreme
      Realty Investments, Inc. has all licenses, franchises, permits or other
      governmental authorizations legally required to enable it to conduct its
      business in all material respects as conducted on the date hereof. Except for
      compliance with federal and state securities and corporation laws, as
      hereinafter provided, no authorization, approval, consent or order of, or
      registration, declaration or filing with, any court or other governmental body
      is required in connection with the execution and delivery by Supreme Realty
      Investments, Inc. of this Agreement and the consummation of the transactions
      contemplated hereby.

    


    ARTICLE
      6.  SPECIAL
      COVENANTS 

    


    6.1 Access
      to Properties and Records.

    


    Prior
      to
      closing, Supreme Realty Investments, Inc. and HSG will each afford to the
      officers and authorized representatives of the other full access to the
      properties, books and records of each other, in order that each may have full
      opportunity to make such reasonable investigation as it shall desire to make
      of
      the affairs of the other and each will furnish the other with such additional
      financial and operating data and other information as to the business and
      properties of each other, as the other shall from time to time reasonably
      request.

    


    6.2 Availability
      of Rule 144.

    


    Supreme
      Realty Investments, Inc. and HSG Shareholders holding “restricted securities, “
as that term is defined in Rule 144 promulgated pursuant to the Securities
      Act
      will remain as “restricted securities”. Supreme Realty Investments, Inc. is
      under no obligation to register such shares under the Securities Act, or
      otherwise. The stockholders of Supreme Realty Investments, Inc. and HSG holding
      restricted securities of Supreme Realty Investments, Inc. and HSG as of the
      date
      of this Agreement and their respective heirs, administrators, personal
      representatives, successors and assigns, are intended third party beneficiaries
      of the provisions set forth herein. The covenants set forth in this Section
      6.2
      shall survive the Closing and the consummation of the transactions herein
      contemplated.

    


    6.3 The
      Stock Merger Consideration. 

    


    The
      consummation of this Agreement, including the issuance of the Supreme Realty
      Investments, Inc. Common Shares to the HSG Shareholders as contemplated hereby,
      constitutes the offer and sale of securities under the Securities Act, and
      applicable state statutes. Such transaction shall be consummated in reliance
      on
      exemptions from the registration and prospectus delivery requirements of such
      statutes that depend, inter alia, upon the circumstances under which the HSG
      Shareholders acquire such securities. 

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    6.4 Third
      Party Consents. 

    


    Supreme
      Realty Investments, Inc. and HSG agree to cooperate with each other in order
      to
      obtain any required third party consents to this Agreement and the transactions
      herein contemplated.

    


    6.5 Actions
      Prior and Subsequent to Closing.

    


    (a) From
      and
      after the date of this Agreement until the Closing Date, except as permitted
      or
      contemplated by this Agreement, Supreme Realty Investments, Inc. and HSG will
      each use its best efforts to:

    


    (i) maintain
      and keep its properties in states of good repair and condition as at present,
      except for depreciation due to ordinary wear and tear and damage due to
      casualty;

    


    (ii) maintain
      in full force and effect insurance comparable in amount and in scope of coverage
      to that now maintained by it; and

    


    (iii) perform
      in all material respects all of its obligations under material contracts, leases
      and instruments relating to or affecting its assets, properties and
      business.

    


    (b) From
      and
      after the date of this Agreement until the Closing Date, Supreme Realty
      Investments, Inc. will not, without the prior consent of HSG:

    


    (i) except
      as
      otherwise specifically set forth herein, make any change in its articles of
      incorporation or bylaws;

    


    (ii) declare
      or pay any dividend on its outstanding Common Shares, except as may otherwise
      be
      required by law, or effect any stock split or otherwise change its
      capitalization, except as provided herein;

    


    (iii) enter
      into or amend any employment, severance or agreements or arrangements with
      any
      directors or officers;

    


    (iv) grant,
      confer or award any options, warrants, conversion rights or other rights not
      existing on the date hereof to acquire any Common Shares; or 

    


    (v) purchase
      or redeem any Common Shares.

    


    6.6 Indemnification.

    


    (a) Supreme
      Realty Investments, Inc. hereby agrees to indemnify HSG, each of the officers,
      agents and directors and current shareholders of HSG as of the Closing Date
      against any loss, liability, claim, damage or expense (including, but not
      limited to, any and all expense whatsoever reasonably incurred in investigating,
      preparing or defending against any litigation, commenced or threatened or any
      claim whatsoever), to which it or they may become subject to or rising out
      of or
      based on any inaccuracy appearing in or misrepresentation made in this
      Agreement. The indemnification provided for in this paragraph shall survive
      the
      Closing and consummation of the transactions contemplated hereby and termination
      of this Agreement; and 

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (b) HSG
      hereby agrees to indemnify Supreme Realty Investments, Inc., each of the
      officers, agents, directors and current shareholders of Supreme Realty
      Investments, Inc. as of the Closing Date against any loss, liability, claim,
      damage or expense (including, but not limited to, any and all expense whatsoever
      reasonably incurred in investigating, preparing or defending against any
      litigation, commenced or threatened or any claim whatsoever), to which it or
      they may become subject arising out of or based on any inaccuracy appearing
      in
      or misrepresentation made in this Agreement. The indemnification provided for
      in
      this paragraph shall survive the Closing and consummation of the transactions
      contemplated hereby and termination of this Agreement.

    


    6.7 HSG
      Shareholder Representations.
      Each of
      the HSG Shareholders represents and warrants as follows:

    


    (a)
      as
      of the
      date of this Agreement each of the HSG Shareholders was, and at the Closing
      Date
      it is, an “accredited investor” as defined in Rule 501(a) under the Securities
      Act. Such HSG Shareholder has not been formed solely for the purpose of
      acquiring the SRLT Common Stock. Each HSG Shareholder is not a registered
      broker-dealer under Section 15 of the Exchange Act. 

    


    (b)
      each of
      the HSG Shareholders are knowledgeable and experienced in finance and business
      matters and thus they are able to evaluate the risks and merits of acquiring
      the
      shares of Common Stock of Supreme Realty Investments, Inc.; 

    


    (c)
      each
      of
      the HSG Shareholders are able to bear the economic risk of purchasing the
      Supreme Realty Investments, Inc. common stock; 

    


    (d)
      Supreme
      Realty Investments, Inc. has provided the HSG Shareholders with access to the
      type of information normally provided in a prospectus; 

    


    (e)
      Supreme
      Realty Investments, Inc. did not use any form of public solicitation or general
      advertising in connection with the issuance of the shares;

    


    (f) as
      to the
      following HSG Shareholders (Yimin Zhang, Weiyi Lv, Xiaochun Wang, Zhongsheng
      Bao, Simple (Hongkong) Investment & Management Company Limited, First
      Capital Limited and Shenzhen Dingyi Investment & Consulting Limited,
      collectively the “Offshore
      HSG Shareholders”)  the
      offer
      of such securities was not made to a person in the United States and either
      (A)
      at the time the buy order was originated, each of the Offshore HSG Shareholders
      was outside the United States (in China), or Supreme Realty Investments, Inc.
      and any person acting on its behalf reasonably believed that each Offshore
      HSG
      Shareholders was outside the United States, or (B) the transaction was not
      executed on or through the facilities of the Over the Counter Bulletin Board
      and
      neither Supreme Realty Investments, Inc. nor any person acting on its behalf
      knows that the transaction has been prearranged with a person in the United
      States; 

     

    (g)
      the
      transactions contemplated hereby are bona fide and not for the purpose of
“washing off’ the resale restrictions imposed because the securities are
“restricted securities” (as that term is defined in Rule 144(a)(3) under the
      1933 Act); 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (h)
      each of
      the HSG Shareholders understands and acknowledges that none of the SRLT Common
      Stock has been registered under the Securities Act. Each HSG Shareholder is
      acquiring the SRLT Common Stock as principal for its own account and not with
      a
      view to or for distributing or reselling such securities or any part thereof,
      without prejudice, however, to such HSG Shareholder's right, subject to the
      provisions of this Agreement, at all times to sell or otherwise dispose of
      all
      or any part of such securities pursuant to an effective registration statement
      under the Securities Act or under an exemption from such registration and in
      compliance with applicable federal and state securities laws. Nothing contained
      herein shall be deemed a representation or warranty by such HSG Shareholder
      to
      hold the securities for any period of time. Such HSG Shareholder is acquiring
      the SRLT Common Stock hereunder in the ordinary course of its business. Such
      HSG
      Shareholders does not have any agreement or understanding, directly or
      indirectly, with any Person to distribute any of the SRLT Common Stock.


     

    ARTICLE
      7. CONDITIONS
      PRECEDENT TO THE OBLIGATIONS

    
      OF
        SUPREME REALTY INVESTMENTS, INC. AND SUB

    

    


    The
      obligations of Supreme Realty Investments, Inc. and Sub under this Agreement
      are
      subject to the satisfaction, at or before the Closing Date, of the following
      conditions:

    


    7.1 Accuracy
      of Representations. 

    


    The
      representations and warranties made by HSG in this Agreement were true when
      made
      and shall be true at the Closing Date with the same force and effect as if
      such
      representations and warranties were made at the Closing Date (except for changes
      therein permitted by this Agreement), and HSG shall have performed or compiled
      with all covenants and conditions required by this Agreement to be performed
      or
      complied with by HSG prior to or at the Closing HSG shall be furnished with
      a
      certificate, signed by a duly authorized officer of HSG and dated the Closing
      Date, to the foregoing effect.

    


    7.2 Director
      Approval.

    


    The
      Board
      of Directors of Supreme Realty Investments, Inc. shall have approved this
      Agreement and the transactions contemplated herein.

    


    7.3 Officer’s
      Certificate.

    


    Supreme
      Realty Investments, Inc. shall have been furnished with a certificate dated
      the
      Closing Date and signed by a duly authorized officer of HSG to the effect that:
      (a) the representations and warranties of HSG set forth in the Agreement and
      in
      all exhibits, schedules and other documents furnished in connection herewith
      are
      in all material respects true and correct as if made on the Effective Date;
      (b)
      HSG has performed all covenants, satisfied all conditions, and complied with
      all
      other terms and provisions of this Agreement to be performed, satisfied or
      complied with by it as of the Effective Date; (c) since such date and other
      than
      as previously disclosed to Supreme Realty Investments, Inc., HSG has not entered
      into any material transaction other than transactions which are usual and in
      the
      ordinary course if its business; and (d) no litigation, proceeding,
      investigation or inquiry is pending or, to the best knowledge of HSG,
      threatened, which might result in an action to enjoin or prevent the
      consummation of the transactions contemplated by this Agreement or, to the
      extent not disclosed in the HSG Schedules, by or against HSG which might result
      in any material adverse change in any of the assets, properties, business or
      operations of HSG.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    7.4 No
      Material Adverse Change. 

    


    Prior
      to
      the Closing Date, there shall not have occurred any material adverse change
      in
      the financial condition, business or operations of nor shall any event have
      occurred which, with the lapse of time or the giving of notice, may cause or
      create any material adverse change in the financial condition, business or
      operations of HSG.

    


    7.5 Other
      Items.

    


    Supreme
      Realty Investments, Inc. shall have received such further documents,
      certificates or instruments relating to the transactions contemplated hereby
      as
      Supreme Realty Investments, Inc. may reasonably request.

    


    ARTICLE
      8.  CONDITIONS
      PRECEDENT TO THE OBLIGATIONS

    
      OF
        HSG AND THE HSG SHAREHOLDERS

    

    


    The
      obligations of HSG and the HSG Shareholders under this Agreement are subject
      to
      the satisfaction, at or before the Closing date (unless otherwise indicated
      herein), of the following conditions:

    


    8.1 Accuracy
      of Representations. 

    


    The
      representations and warranties made by Supreme Realty Investments, Inc. in
      this
      Agreement were true when made and shall be true as of the Closing Date (except
      for changes therein permitted by this Agreement) with the same force and effect
      as if such representations and warranties were made at and as of the Closing
      Date, and Supreme Realty Investments, Inc. shall have performed and complied
      with all covenants and conditions required by this Agreement to be performed
      or
      complied with by Supreme Realty Investments, Inc. prior to or at the Closing.
      HSG shall have been furnished with a certificate, signed by a duly authorized
      executive officer of Supreme Realty Investments, Inc. and dated the Closing
      Date, to the foregoing effect.

    


    8.2 Director
      Approval.

    


    The
      Board
      of Directors of HSG shall have approved this Agreement and the transactions
      contemplated herein.

    


    8.3 No
      Material Adverse Change. 

    


    Prior
      to
      the Closing Date, there shall not have occurred any material adverse change
      in
      the financial condition, business or operations of nor shall any event have
      occurred which, with the lapse of time or the giving of notice, may cause or
      create any material adverse change in the financial condition, business or
      operations of Supreme Realty Investments, Inc. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    ARTICLE
      9. TERMINATION

     

    9.1 Termination
      Rights.

    


    (a) This
      Agreement may be terminated by the board of directors or majority interest
      of
      Shareholders of either Supreme Realty Investments, Inc. or HSG, respectively,
      at
      any time prior to the Closing Date if:

    


    (i) there
      shall be any action or proceeding before any court or any governmental body
      which shall seek to restrain, prohibit or invalidate the transactions
      contemplated by this Agreement and which, in the judgment of such board of
      directors, made in good faith and based on the advice of its legal counsel,
      makes it inadvisable to proceed with the exchange contemplated by this
      Agreement; or 

    


    (ii) any
      of
      the transactions contemplated hereby are disapproved by any regulatory authority
      whose approval is required to consummate such transactions.

    


    In
      the
      event of termination pursuant to this paragraph (a), no obligation, right,
      or
      liability shall arise hereunder and each party shall bear all of the expenses
      incurred by it in connection with the negotiation, drafting and execution of
      this Agreement and the transactions herein contemplated.

    


    (b) This
      Agreement may be terminated at any time prior to the Closing Date by action
      of
      the board of directors of Supreme Realty Investments, Inc. if HSG shall fail
      to
      comply in any material respect with any of its covenants or agreements contained
      in this Agreement or if any of the representations or warranties of HSG
      contained herein shall be inaccurate in any material respect, which
      noncompliance or inaccuracy is not cured after 20 days written notice thereof
      is
      given to HSG. If this Agreement is terminated pursuant to this paragraph (b),
      this Agreement shall be of no further force or effect and no obligation, right
      or liability shall arise hereunder.

    


    (c) This
      Agreement may be terminated at any time prior to the Closing Date by action
      of
      the board of directors of HSG if Supreme Realty Investments, Inc. shall fail
      to
      comply in any material respect with any of its covenants or agreements contained
      in this Agreement or if any of the representations or warranties of Supreme
      Realty Investments, Inc. contained herein shall be inaccurate in any material
      respect, which noncompliance or inaccuracy is not cured after 20 days written
      notice thereof is given to Supreme Realty Investments, Inc. If this Agreement
      is
      terminated pursuant to this paragraph (d), this Agreement shall be of no further
      force or effect and no obligation, right or liability shall arise
      hereunder.

    


    (d) In
      the
      event of termination pursuant to paragraph (b) and (c) hereof, the breaching
      party shall bear all of the expenses incurred by the other party in connection
      with the negotiation, drafting and execution of this Agreement and the
      transactions herein contemplated.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    ARTICLE
      10. MISCELLANEOUS

    


    10.1 Brokers
      and Finders. 

    


    Each
      party hereto hereby represents and warrants that it is under no obligation,
      express or implied, to pay certain finders in connection with the bringing
      of
      the parties together in the negotiation, execution, or consummation of this
      Agreement. The parties each agree to indemnify the other against any claim
      by
      any third person for any commission, brokerage or finder’s fee or other payment
      with respect to this Agreement or the transactions contemplated hereby based
      on
      any alleged agreement or understanding between the indemnifying party and such
      third person, whether express or implied from the actions of the indemnifying
      party.

    


    10.2 Law,
      Forum and Jurisdiction.

    


    This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      State of New York, United States of America, except for applicable provisions
      of
      the Nevada General Corporation Law, which shall control to the extent
      applicable.

    


    10.3 Notices.
      

    


    Any
      notices or other communications required or permitted hereunder shall be
      sufficiently given if personally delivered to it or sent by registered mail
      or
      certified mail, postage prepaid, or by prepaid telegram addressed as
      follows:

    


    If
      to
      Supreme Realty Investments, Inc.: 10880 Wilshire Blvd Suite 2250, Los Angeles,
      CA 90024

    


    If
      to
      HSG: No. 264-298 Qingshan Road, Nanfeng Center Suite 1905, Quanwan Xingjie,
      Hong
      Kong

    


    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices hereunder, and any such notice or communication shall be deemed
      to have been given as of the date so delivered, mailed or
      telegraphed.

    


    10.4 Attorneys’
      Fees.

    


    In
      the
      event that any party institutes any action or suit to enforce this Agreement
      or
      to secure relief from any default hereunder or breach hereof, the breaching
      party or parties shall reimburse the non-breaching party or parties for all
      costs, including reasonable attorneys’ fees, incurred in connection therewith
      and in enforcing or collecting any judgment rendered therein.

    


    10.5 Confidentiality.

    


    Each
      party hereto agrees with the other party that, unless and until the transactions
      contemplated by this Agreement have been consummated, they and their
      representatives will hold in strict confidence all data and information obtained
      with respect to another party or any subsidiary thereof from any representative,
      officer, director or employee, or from any books or records or from personal
      inspection, of such other party, and shall not use such data or information
      or
      disclose the same to others, except: (i) to the extent such data is a matter
      of
      public knowledge or is required by law to be published; and (ii) to the extent
      that such data or information must be used or disclosed in order to consummate
      the transactions contemplated by this Agreement.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    10.6 Schedules;
      Knowledge.

    


    Each
      party is presumed to have full knowledge of all information set forth in the
      other party’s schedules delivered pursuant to this Agreement.

    


    10.7 Third
      Party Beneficiaries. 

    


    This
      contract is solely among the parties hereto and except as specifically provided,
      no director, officer, stockholder, employee, agent, independent contractor
      or
      any other person or entity shall be deemed to be a third party beneficiary
      of
      this Agreement.

    


    10.8 Entire
      Agreement. 

    


    This
      Agreement represents the entire agreement between the parties relating to the
      subject matter hereof. This Agreement alone fully and completely expresses
      the
      agreement of the parties relating to the subject matter hereof. There are no
      other courses of dealing, understanding, agreements, representations or
      warranties, written or oral, except as set forth herein. This Agreement may
      not
      be amended or modified, except by a written agreement signed by all parties
      hereto.

    


    10.9 Survival;
      Termination. 

    


    The
      representations, warranties and covenants of the respective parties shall
      survive the Closing Date and the consummation of the transactions herein
      contemplated for 18 months.

    


    10.10 Counterparts.
      

    


    This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original and all of which taken together shall be but a single
      instrument. 

    


    10.11 Amendment
      or Waiver.

    


    Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law, or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same or any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to the Closing Date, this Agreement may be amended by a by all parties
      hereto, with respect to any of the terms contained herein, and any term or
      condition of this Agreement may be waived or the time for performance hereof
      may
      be extended by the party or parties for whose benefit the provision is
      intended.

    


    10.12 Expenses.

    


    Each
      party herein shall bear all of their respective cost s and expenses incurred
      in
      connection with the negotiation of this Agreement and in the consummation of
      the
      transactions provided for herein and the preparation thereof.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    10.13 Headings;
      Context.

    


    The
      headings of the sections and paragraphs contained in this Agreement are for
      convenience of reference only and do not form a part hereof and in no way
      modify, interpret or construe the meaning of this Agreement.

    


    10.14 Benefit.

    


    This
      Agreement shall be binding upon and shall inure only to the benefit of the
      parties hereto, and their permitted assigns hereunder. This Agreement shall
      not
      be assigned by any party without the prior written consent of the other party.
      

    


    10.15 Public
      Announcements.

    


    Except
      as
      may be required by law, neither party shall make any public announcement or
      filing with respect to the transactions provided for herein without the prior
      consent of the other party hereto.

    


    10.16 Severability.
      

    


    In
      the
      event that any particular provision or provisions of this Agreement or the
      other
      agreements contained herein shall for any reason hereafter be determined to
      be
      unenforceable, or in violation of any law, governmental order or regulation,
      such unenforceability or violation shall not affect the remaining provisions
      of
      such agreements, which shall continue in full force and effect and be binding
      upon the respective parties hereto.

    


    10.17 Failure
      of Conditions; Termination.

    


    In
      the
      event of any of the conditions specified in this Agreement shall not be
      fulfilled on or before the Closing Date, either of the parties have the right
      either to proceed or, upon prompt written notice to the other, to terminate
      and
      rescind this Agreement. In such event, the party that has failed to fulfill
      the
      conditions specified in this Agreement will liable for the other parties legal
      fees. The election to proceed shall not affect the right of such electing party
      reasonably to require the other party to continue to use its efforts to fulfill
      the unmet conditions.

    


    10.18 No
      Strict Construction.

    


    The
      language of this Agreement shall be construed as a whole, according to its
      fair
      meaning and intendment, and not strictly for or against either party hereto,
      regardless of who drafted or was principally responsible for drafting the
      Agreement or terms or conditions hereof.

    


    10.19 Execution
      Knowing and Voluntary.

    


    In
      executing this Agreement, the parties severally acknowledge and represent that
      each: (a) has fully and carefully read and considered this Agreement; (b) has
      been or has had the opportunity to be fully apprized by its attorneys of the
      legal effect and meaning of this document and all terms and conditions hereof;
      (c) is executing this Agreement voluntarily, free from any influence, coercion
      or duress of any kind.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    10.20 Amendment.
      

    


    At
      any
      time after the Closing Date, this Agreement may be amended by both parties,
      with
      respect to any of the terms contained herein, and any term or condition of
      this
      Agreement may be waived or the time for performance hereof may be extended
      by
      the party or parties for whose benefit the provision is intended.

    


    


    


    


    


    
 

    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signature
      page follows]

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
 

    In
      Witness Whereof,
      Supreme
      Realty Investments, Inc., Sub and HSG, each pursuant to the approval and
      authority duly given, as well as the HSG Shareholders, have caused this
      Agreement and Plan of Merger to be executed as of the date first above
      written.

     

    
      	 	 	
              Supreme
                Realty Investments, Inc. 

            
	 	 	 
	 	 	
              By:

            	
              /s/
                Zujun Xu

            
	 	 	 	
              Zujun
                Xu

              Its
                Chairman of the Board and Chief Executive Officer

            
	 	 	 	 
	 	 	 	 
	 	 	
              XY
                Acquisition Corporation 

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Zujun Xu

            
	 	 	 	
              Zujun
                Xu

              Its
                Chairman of the Board and Chief Executive Officer

            
	 	 	 	 
	 	 	 	 
	 	 	
              Home
                System Group, Inc. 

            
	 	 	 
	 	 	 
	 	 	
              By:

            	
              /s/
                Cheung Kin Wai

            
	 	 	 	
              Cheung
                Kin Wai

              Its
                President

            
	 	 	 	 
	 	 	
              HSG
                Shareholders

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              /s/
                Ye
                Bo Quan

            
	 	 	 	
              Ye
                Bo Quan 

            
	 	 	 	 
	 	 	 	
              /s/
                Li Shu Bo

            
	 	 	 	
              Li
                Shu Bo

            
	 	 	 	 
	 	 	 	
              /s/
                Huang
                Jian Wei

            
	 	 	 	
              Huang
                Jian Wei

            
	 	 	 	 
	 	 	 	
              /s/
                Cheung
                Kin Wai

            
	 	 	 	
              Cheung
                Kin Wai 

            
	 	 	 	 
	 	 	 	
              /s/
                Li
                Wei Qiu

            
	 	 	 	
              Li
                Wei Qiu 

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	 	 	 	
              Simple
                (Hong Kong) Investment & Management Company Limited
                

            
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Guoqiong Yu

            
	 	 	
              Name:

            	
              Guoqiong
                Yu

            
	 	 	
              Title:

               

               

            	
              President

            
	 	 	 	
              First
                Capital Limited 

            
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Xu Xi Rong

            
	 	 	
              Name:

            	
              Xu
                Xi Rong

            
	 	 	
              Title:

            	
              President

            
	 	 	 	 
	 	 	 	
              Shenzhen
                Dingyi Investment Company Limited 

            
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Hongyan Sun

            
	 	 	
              Name:

            	
              Hongyan
                Sun

            
	 	 	
              Title:

            	
              President

            
	 	 	 	 
	 	 	 	
              China
                US Bridge Capital Limited 

            
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Xiaobin Liu 

            
	 	 	
              Name:

            	
              Xiaobin
                Liu

            
	 	 	
              Title:

            	
              President

            
	 	 	 	 
	 	 	 	
              Value
                Global International Limited

            
	 	 	 	 
	 	 	
              By:
                

            	
              /s/
                Zhiyong Xu

            
	 	 	
              Name:

            	
              Zhiyong
                Xu

            
	 	 	
              Title:

            	
              President

            


    

     

    
 

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    


    HSG
      SHAREHOLDERS

    


    
      	
               

              Name
                of HSG 

              Shareholder

            	
              HSG
                Common Stock

              Ownership
                %

            	
               

              Shares
                of HSG

            	
               

              Shares
                of Supreme Realty 

              Investments,
                Inc. Common Stock 

            
	
               

              Cheung
                Kin Wai 

               

              Li
                Wei Qiu

               

              Ye
                Bo Quan

               

              Li
                Shu Bo

               

              Huang
                Jian Wei

               

            	
               

              20%

               

              26%

               

              6.5%

               

              6%

               

              6.5%

            	
               

              10,000

               

              13,000

               

              3,250

               

              3,000

               

              3,250

            	
               

              1,600,000
                

               

              2,080,000
                

               

              520,000
                

               

              480,000
                

               

              520,000
                

            
	
               

              Value
                Global International Limited 

               

            	
               

              6%

            	
               

              3,000

            	
               

              480,000
                

            
	
               

              Simple
                (Hong Kong) Investment & Management Company Limited 

               

            	
               

              4%

            	
               

              2,000

            	
               

              320,000
                

            
	
               

              First
                Capital Limited 

               

            	
               

              8%

            	
               

              4,000

            	
               

              640,000
                

            
	
               

              Shenzhen
                Dingyi Investment Company Limited 

               

            	
               

              7%

            	
               

              3,500

            	
               

              560,000
                

            
	
               

              China
                US Bridge Capital Limited

               

            	
               

              10%

            	
               

              5,000

            	
               

              800,000
                

            


    

    


    
      
        
        

      

      
        23