Exhibit 10.1

                            STOCK PURCHASE AGREEMENT


         THIS STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into as of the 3rd day of February,  2005, by and between  Chinamerica Fund, LLP
and the other  purchasers  set forth on  Schedule  A hereto  (collectively,  the
"Purchasers")  and  Basic  Empire  Corporation,   a  Delaware  corporation  (the
"Company").

                              W I T N E S S E T H:

         WHEREAS,  the  Company  desires  to  sell  to the  Purchasers  and  the
Purchasers  desire to purchase  from the Company  shares of Common  Stock of the
Company, par value $.001 per share (the "Shares"),  in reliance upon Rule 506 of
Regulation D under the  Securities  Act of 1933, as amended (the "Act") and upon
the terms, provisions,  and conditions and for the consideration hereinafter set
forth.

         NOW,  THEREFORE,  for and in  consideration  of the premises and mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

         Based upon the representations,  warranties,  and covenants and subject
to the terms,  provisions,  and  conditions  contained  in this  Agreement,  the
Company agrees to sell, issue and deliver to the Purchasers the Shares, free and
clear of all liens,  pledges,  encumbrances,  security  interests,  and  adverse
claims, and the Purchasers agree to purchase the Shares from the Company for the
consideration hereinafter set forth.

Section 2. Number of Shares; Purchase Price; Adjustments; and Use of Proceeds.

         Upon execution hereof,  the Purchasers shall purchase,  and the Company
shall  sell,  issue and  deliver to the  Purchasers,  up to 590,283  Shares at a
purchase  price of $1.6941 per Share.  The total  purchase  price of $ 1,000,000
shall  be  placed  into  escrow  by the  filing  date of an 8-K with SEC for the
transaction of a reverse  merger  between the Company and China Tailong  Holding
Company,  Ltd. Upon the filing of a registration  statement  covering the shares
subscribed for by the  Purchasers in a manner more fully  described in Section 7
herein,  the total purchase price shall be released from escrow.  Once released,
$750,000  shall be wired to the Company at its  designated  bank account and the
$250,000  shall  be  deposited  into an  escrow  according  to this  Section  as
described below.

         The Company hereby represents to the Purchasers that it's after tax net
income  ("Net  Income")  for the  Company's  fiscal year ending 2004 shall be at
least $3,300,000.  In the event that the Company does not generate Net Income of
at least $3,300,000 (the "Target Income") for its fiscal year ending 2004 (based
upon audited financial  statements for the same period), the Company shall issue



                                       1
<PAGE>

to the  Purchasers  additional  Shares.  The number of  additional  Shares to be
issued by the Company to the  Purchasers  shall be  determined  by (a)  dividing
$1,000,000  by the  product  of the  Target  Income  multiplied  by six  (6) and
increased by $1,000,000 then  multiplying the percentage  obtained  thereby (the
"Target Percentage") times the total number of Shares then outstanding;  and (b)
dividing  $1,000,000  by the  product of actual  Net Income for the fiscal  year
ending 2004 multiplied by six (6) and increased by $1,000,000  then  multiplying
the percentage obtained thereby (the "Target Percentage") times the total number
of Shares then  outstanding.  The Company shall then issue that number of shares
equal to the  difference  between the number of Shares issued under  Subsections
(a) and (b) above.  Each Purchaser shall be entitled to receive a portion of the
additional shares based upon its pro rata ownership of the initial Shares issued
to it hereunder.

         Example:
         --------

         If the  audited  net income for fiscal  2004 was  reported to be $ 3 MM
         instead  of $ 3.3 MM,  the  shares  issued  to the  investors  would be
         calculated as follows:

         Targeted pre-money value ($ 3.3 MM x 6 = $ 19.80)

         $ 1 MM investment thus represents $ 1 MM / $ 20.80 MM = 4.77 %

         Actual  Pre-money  value  based on $ 3 MM net income ($ 3 MM x 6 = $ 18
         MM)

         $ 1 MM investment should thus represent $ 1 MM / $ 19 MM = 5.26 %

         An adjustment would thus be made to adjust the investor's fully diluted
         ownership up to 5.26 % of the Company.

         The Company hereby represents to the Purchasers that it's after tax net
income  ("Net  Income")  for the  Company's  fiscal year ending 2005 shall be at
least $3,800,000.  In the event that the Company does not generate Net Income of
at least  $3,800,000  for its  fiscal  year  ending  2005  (based  upon  audited
financial  statements  for  the  same  period),  the  Company  shall  cause  the
shareholders  of the  Company  listed on  Schedule  B hereto  (the  "Controlling
Shareholders"),  to  forfeit  Shares  owned  by them  (pro  rata  based on their
respective  percentages of ownership of all of the then outstanding Shares). The
number  of Shares  to be  forfeited  by the  Controlling  Shareholders  shall be
determined based upon the earnings the Company  ("Earnings").  Earnings shall be
determined  within 15 days of the receipt by the Company of its audited 2005 Net
Income but in no event later than April 1, 2006. Upon receipt of the audits, the
Net Income reflected in the audit will be compared to $ 3,800,000. To the extent
that the audited Net Income is less than $  3,800,000,  a number of shares equal
to the Forfeited  Amount shall be retired by the Controlling  Shareholders.  The
Forfeited  Amount shall be calculated as follows:  The total number of shares at
risk shall be equal to 33 % of the fully diluted shares held by the  Controlling
Shareholders  as of the date of the  adjustment (if any). To this number will be
applied a percentage  calculated by taking 1 - (the actual net income for 2005 /
$ 3.8 MM). It shall be a condition to the Purchasers'  acquisition of the Shares
that the  Controlling  Shareholders  agree in writing to the  provisions of this
Section 2.



                                       2
<PAGE>

         Example:
         --------

         If the audited net income for fiscal 2005 were  reported to be $ 3.5 MM
         instead of the targeted number of $ 3.8 MM, the following adjustment to
         the  shares  outstanding  would  be  made  by  having  the  controlling
         shareholders retire the indicated number of shares to the treasury.

         Total shares held by controlling  shareholders = 10,000,000 (this is an
         assumption for the purpose of this illustration).

         Percentage that the actual net income was under the targeted net income
         = 1-(Actual Net / Target Net) =  1-(3,500,000 / 3,800,000) = 1- (.9211)
         = .0789 = 7.89 %

         An adjustment would then be made to the shares total shares held by the
         controlling  shareholders  by taking  .0789 x  10,000,000  (their total
         shares) = 789,000  shares.  This is the number of shares  that would be
         retired to treasury.

         In no event,  no matter  what the actual  net income  turned out to be,
         would the  adjustment  be greater  than 33 % of the shares  held by the
         Controlling shareholders.

         The Company  hereby  agrees to use the  proceeds of the purchase of the
Shares  hereunder by the  Purchasers  for: (a)  expansion of the business of the
Company;  (b) general working capital  purposes,  including the costs associated
with this transaction and contemplated corporate restructuring transactions; (c)
regulatory  compliance and public  reporting  obligations  under the Act and the
Exchange Act of 1934,  as amended;  and (d)  implementation  and  execution of a
corporate  communications program;  provided,  however, that with respect to the
proceeds  to  be  expended  by  the  Company  in   connection   with   corporate
communications program, the Company hereby agrees: (x) to expend $250,000 of the
proceeds of the Purchasers'  acquisition of Shares on such program (the "Program
Funds");  and (y) the  Program  Funds  will be  held  back by the  Escrow  Agent
(defined below) and not released unless and until the Company shall have entered
into a separate escrow  agreement with the Escrow Agent (to which each Purchaser
is a party),  providing  for the  retention of the Program  Funds and timely and
orderly disposition thereof. It is expressly understood that under such separate
escrow  agreement  the  Company  shall  have the sole  authority  to select  the
recipients  of  such  program  funds  and  the   approximate   timing  of  their
disbursement by the escrow agent.

Section 3. The Closing.

         Upon  execution of this  Agreement,  the Company  shall  deliver to the
Purchasers  certificates evidencing the Shares determined to be purchased by the
Purchasers  hereunder.  Such  certificates  shall  be  issued  in  the  name  of
Purchasers as set forth on Schedule A hereto (the  "Closing").  Immediately upon
Closing and  delivery  to the  Purchasers  of the  foregoing  certificates,  the
Purchasers shall deliver to Securities  Transfer  Corporation,  as the Company's
escrow agent (the "Escrow  Agent") the aggregate  purchase price payable for the
Shares acquired by the Purchasers  hereunder (the "Purchase Price"). The release
of the Purchase  Price to the Company shall be effected in  accordance  with the
terms of this Agreement and an escrow  agreement to be entered into by and among
the Escrow Agent, the parties hereto and such other parties  referenced  therein
(the "Escrow Agreement").



                                       3
<PAGE>

Section 4. Representations and Warranties of the Purchasers.

         Each Purchaser  acknowledges  and understands that the Shares are being
acquired  for  investment  in a  transaction  undertaken  in  reliance  upon the
exemption from  registration  under Rule 506 of Regulation D under the Act. Each
Purchaser hereby represents and warrants to the Company that:

         a)       The Purchaser is acquiring  the Shares  solely for  investment
                  purposes  and not with a view to, or for resale in  connection
                  with, any distribution  thereof or with any present  intention
                  of  distributing  or  selling  any of the  Shares,  except  in
                  accordance with applicable provisions of the Act.

         b)       The  Purchaser  will  hold the  Shares  subject  to all of the
                  applicable  provisions of the Act, and  Purchaser  will not at
                  any time make any sale, transfer,  or other disposition of the
                  Shares in contravention of said Act (references  herein to the
                  Act shall include the rules and regulations thereunder).

         c)       The Purchaser acknowledges that it must bear the economic risk
                  of its  investment in the Shares for an  indefinite  period of
                  time since  issuance  of the  Shares  has not been  registered
                  under the Act and that the Shares  therefore cannot be sold or
                  transferred  unless such sale or transfer is registered  under
                  the Act or an exemption from the registration  requirements of
                  the Act is available.

         d)       The sale of the Shares to  Purchaser is being made without any
                  public solicitation or advertisements.

Section 5. Representations and Warranties of the Company.

         The  Company  hereby  represents  and  warrants  to each  Purchaser  as
follows,  it being understood that each reference to the Company  hereafter with
respect to each such  representation  and warranty  shall pertain to the Company
and any direct and indirect subsidiaries:

         5.1. Organization, Standing and Power.

         The Company is duly  organized,  validly  existing and in good standing
under the laws of the jurisdiction in which it is incorporated.  The Company has
the  requisite  corporate  power and  authority  to carry on its business as now
being conducted. The Company is duly qualified or licensed to do business and is
in good standing in each jurisdiction in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect  (defined  below).  For  purposes  of this  Agreement,  the term
"Company Material Adverse Effect" means any material adverse effect with respect
to the Company, taken as a whole, or any change or effect that adversely,  or is
reasonably expected to adversely,  affect the ability of the Company to maintain
its current business  operations or to consummate the transactions  contemplated
by this Agreement in any material respect.



                                       4
<PAGE>

         5.2. Validity of Transaction; Consents.

         This Agreement and each other  agreement  contemplated  hereby to which
the  Company  is a party  (the  "Ancillary  Agreements")  are valid and  legally
binding  obligations  of the  Company,  enforceable  in  accordance  with  their
respective  terms  against  the  Company,   except  as  limited  by  bankruptcy,
insolvency  and  similar  laws  affecting  creditors  generally,  and by general
principles  of  equity.  At  the  time  that  the  Shares  are  sold,  assigned,
transferred and conveyed to Purchasers  pursuant to this  Agreement,  the Shares
will be duly  authorized,  validly  issued,  fully paid and  nonassessable.  The
execution,  delivery and performance of this Agreement have been duly authorized
by the Company and will not violate  any  applicable  federal or state law,  any
order of any  court or  government  agency or the  articles  or  certificate  of
incorporation  of the Company.  The execution,  delivery and performance of this
Agreement  and each  Ancillary  Agreement  by the Company will not result in any
breach of or default under,  or result in the creation of any  encumbrance  upon
any of the assets of the Company pursuant to the terms of any agreement by which
the Company or any of its respective  assets may be bound. No consent,  approval
or authorization  of, or registration or filing with any governmental  authority
or other  regulatory  agency,  is required for the validity of the execution and
delivery by the Company of this Agreement,  any Ancillary Agreement or any other
documents related hereto or thereto.

         5.3. Capital Structure.

         The  authorized  capital  stock of the Company  consists of 100 million
shares of common  stock,  par value $.001 per share  (previously  defined as the
"Shares"). On the date of Closing (the "Closing Date"), there will be 12,374,903
Shares issued and outstanding.  The Shares and any other  outstanding  shares of
capital stock of the Company will have been duly  authorized and validly issued,
and will be fully  paid and  nonassessable  and not  subject  to  preemptive  or
similar rights. No bonds debentures,  notes or other indebtedness of the Company
having the right to vote (or convertible into, or exchangeable  for,  securities
having  the  right to vote) on any  matters  on which  the  stockholders  of the
Company may vote are issued or  outstanding.  The Company does not have,  and at
Closing will not have, any outstanding option,  warrant,  call,  subscription or
other right,  agreement or commitment  which either (a) obligates the Company to
issue,  sell or transfer,  repurchase,  redeem or otherwise  acquire or vote any
shares  of the  capital  stock of the  Company,  or (b)  restricts  the  voting,
disposition or transfer of shares of capital stock of the Company.  There are no
outstanding stock appreciation rights or similar derivative securities or rights
of the Company.

         5.4. Authority: Noncontravention.

         The Company has the  requisite  corporate  power and authority to enter
into this Agreement and any Ancillary Agreements.  The Company has the requisite
corporate  power and authority to consummate the  transactions  contemplated  by
this  Agreement.  The execution and delivery of this Agreement and any Ancillary
Agreements  by  the  Company  and  the   consummation  by  the  Company  of  the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate action on the part of the Company.  This Agreement has been
duly  executed  and  delivered  by the  Company  and,  assuming  this  Agreement
constitutes  the valid and binding  agreement of Purchaser,  constitutes a valid



                                       5
<PAGE>

and  binding  obligation  of the  Company,  enforceable  against  the Company in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and similar laws affecting
creditors' rights and remedies and to general  principles of equity  (regardless
of whether  enforceability  is  considered in a proceeding at law or in equity).
The  execution and delivery of this  Agreement  and any Ancillary  Agreements do
not, and the  consummation of the transactions  contemplated  hereby and thereby
and  compliance  with the  provisions  hereof and thereof will not, (a) conflict
with any of the  provisions  of the charter  documents or bylaws of the Company,
(b) subject to the  governmental  filings and other  matters  referred to in the
following  sentence,  conflict  with,  result in a breach of or default (with or
without  notice  or lapse of time,  or both)  under,  or give rise to a right of
first  refusal,  termination,  cancellation  or  acceleration  of any obligation
(including to pay any sum of money) or loss of a benefit  under,  or require the
consent  of  any  person  under,  any  indenture  or  other  agreement,  permit,
concession,   ground  lease,   franchise,   license  or  similar  instrument  or
undertaking  to which the  Company is a party or by which the  Company or any of
the assets of either entity are bound, result in the creation or imposition of a
material Lien or other  restriction  or encumbrance on any material asset of the
Company,  which,  singly or in the  aggregate,  would  have a  Company  Material
Adverse  Effect,  or (c) subject to the  governmental  filings and other matters
referred to in the following sentence, violate any domestic or foreign law, rule
or regulation or any order, writ, judgment, injunction, decree, determination or
award currently in effect except for such  violations,  which,  singly or in the
aggregate, would only have an immaterial effect. Except as otherwise required by
applicable  state  or  federal   securities   laws,  no  consent,   approval  or
authorization  of, or  declaration or filing with, or notice to, any domestic or
foreign governmental agency or regulatory authority (a "Governmental Entity") or
any third  party  which has not been  received  or made,  is required by or with
respect to the Company in  connection  with the  execution  and delivery of this
Agreement by the Company or the  consummation by the Company of the transactions
contemplated   hereby,   except   for   consents,   approvals,   authorizations,
declarations,  filings  and notices  that,  if not  obtained or made,  will not,
individually or in the aggregate,  result in a Company  Material Adverse Effect.
"Lien"  means,  collectively,  all material  pledges,  claims,  liens,  charges,
mortgages,  conditional  sale or  title  retention  agreements,  hypothecations,
collateral assignments,  security interests, easements and other encumbrances of
any kind or nature whatsoever.

         5.5.  Absence of Certain  Changes or Events;  No  Undisclosed  Material
Liabilities.

         The Company does not have any loans or  liabilities  from any financial
institutions in any jurisdictions.

         5.6. Compliance with Applicable Laws.

         The  Company  has  and  after   giving   effect  to  the   transactions
contemplated  hereby will have in effect all federal,  state,  local and foreign
governmental  approvals,  authorizations,   certificates,  filings,  franchises,
licenses, notices, permits and rights ("Permits") necessary for it to own, lease
or  operate  its  properties  and  assets  and to carry on its  business  as now
conducted,  and to the  knowledge  of the Company  there has occurred no default
under any such  Permit,  except for the lack of Permits and for  defaults  under
Permits which individually or in the aggregate would not have a Company Material
Adverse Effect. To the Company's  knowledge,  the Company is in compliance with,



                                       6
<PAGE>

and has no  liability  or  obligation  under,  all  applicable  statutes,  laws,
ordinances,  rules, orders and regulations of any Governmental Entity, including
any liability or obligation  to undertake  any remedial  action under  hazardous
substances  laws,  except  for  instances  of  non-compliance,   liabilities  or
obligations,  which  individually  or  in  the  aggregate  would  only  have  an
immaterial effect.

         5.7. Litigation, etc.

         As of  the  date  hereof,  (a)  there  is no  suit,  claim,  action  or
proceeding  (at law or in equity)  pending or, to the  knowledge of the Company,
threatened  against  the Company  (including,  without  limitation,  any product
liability  claims) before any court or governmental  or regulatory  authority or
body,  and (b) the  Company  is not  subject  to any  outstanding  order,  writ,
judgment,  injunction, order, decree or arbitration order that, in any such case
described  in clauses  (a) and (b),  (i) could  reasonably  be expected to have,
individually  or in the  aggregate,  a Company  Material  Adverse Effect or (ii)
involves an  allegation  of criminal  misconduct or a violation of the Racketeer
and Influenced Corrupt Practices Act, as amended.  As of the date hereof,  there
are no  suits,  actions,  claims or  proceedings  pending  or, to the  Company's
knowledge,  threatened,  seeking to prevent,  hinder,  modify or  challenge  the
transactions contemplated by this Agreement.

         5.8. Disclosure.

         The  representations  and warranties and statements of fact made by the
Company in this  Agreement are  accurate,  correct and complete in every respect
and do not contain any untrue  statement of a material fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained herein not false or misleading.

Section 6. Survival of Representations and Warranties.

         All representations,  warranties,  covenants,  and agreements contained
herein shall not be discharged or dissolved  upon, but shall survive the Closing
and shall be unaffected by any investigation made by any party at any time.

Section 7. Registration Rights

         7.1. Registration by the Company.

         (a) Mandatory Registration. As promptly as practicable (but in no event
         later  than 30  days  after  the  Closing,  the  Company  shall  file a
         registration   statement  (the   "Registration   Statement")  with  the
         Commission under the Act for the  registration of the Shares.  Further,
         in the event  additional  shares are issuable  hereunder (i.e.  Section
         2.2) at the time of filing of the Registration  Statement,  the Company
         shall   piggy-back  such  additional   shares  in  the  next  available
         Registration  Statement.  Any possible income tax incurred  between the
         market price of the stock per share when the Registration  Statement is
         filed for such  additional  shares and the  current  $1.6941  per Share
         shall be born by the Company, if there is any.


                                       7
<PAGE>

         (b) Registration  Statement Form.  Registrations under this Section 7.1
         shall be on such  appropriate  registration  form of the  Commission as
         shall be  reasonably  selected  by the  Company  and  approved  by each
         Purchaser,  which  approval  shall not be  unreasonably  withheld.  The
         Company shall provide drafts of the Registration  Statement proposed to
         be filed by it to the  Purchasers in advance of the filing  thereof and
         provide the Purchasers  with a reasonable  amount of time to review and
         comment on the same prior to its filing.

         (c) Effective Registration  Statement. A registration required pursuant
         to this  Section 7.1 shall not be deemed to have been  effected  unless
         the  Registration   Statement  has  been  declared   effective  by  the
         Securities and Exchange  Commission (the "Commission") and has remained
         effective in compliance  with the provisions of the Act with respect to
         the  disposition  of all of the  Shares  covered  by such  Registration
         Statement until such time as all of the Shares have been disposed of in
         accordance  with the intended  methods of disposition by each Purchaser
         set forth in such  Registration  Statement  (unless  the  failure to so
         dispose of such Shares shall be caused solely by reason of a failure on
         the part of the Purchaser).

         7.2. Priority Registrations.

         Notwithstanding  anything  else set forth  herein  and  subject  to the
limitations set forth below, the Registration Statement may include, in addition
to the Shares, other securities of the Company which are proposed to be sold for
the account of the Company or any other stockholders thereof.

         7.3. Registration Procedures.

         The Company shall, as expeditiously as possible:

         a) prepare  and file with the  Commission  the  requisite  Registration
         Statement to effect such registration and thereafter use its reasonable
         best  efforts  to cause  such  Registration  Statement  to be  declared
         effective by the Commission;

         b) prepare and file with the Commission such amendments and supplements
         to such  Registration  Statement and the prospectus  used in connection
         therewith  as may be  necessary  to keep  such  Registration  Statement
         effective and to comply with the  provisions of the Act with respect to
         the  disposition  of  all  the  Shares  covered  by  such  Registration
         Statement until the earlier of the time as all of such Shares have been
         disposed of in accordance  with the intended  methods of disposition by
         the  Purchasers  set forth in such  Registration  Statement or the date
         that the Shares are eligible for resale  pursuant to the  provisions of
         Rule 144 under the Act;

         c)  furnish  such  number  of  conformed  copies  of such  Registration
         Statement and of each such  amendment and  supplement  thereto (in each
         case including all  exhibits),  such number of copies of the prospectus
         contained in such  Registration  Statement  (including each preliminary
         prospectus and any summary  prospectus) and any other  prospectus filed
         under Rule 424 under the Act, in conformity  with the  requirements  of
         the Act, and such other  documents,  as the  Purchasers  may reasonably
         request;



                                       8
<PAGE>

         d) use its  reasonable  best  efforts  (i) to  register  or qualify the
         Shares under such other  securities  or blue sky laws of such States of
         the United States of America where an exemption is not available and as
         Purchaser shall reasonably  request,  (ii) to keep such registration or
         qualification  in  effect  for so long as such  Registration  Statement
         remains  in  effect,  and (iii) to take any other  action  which may be
         reasonably   necessary  or  advisable  to  enable  the   Purchasers  to
         consummate the disposition in such  jurisdictions  of the securities to
         be sold by the  Purchasers,  except that the Company  shall not for any
         such  purpose be  required  to qualify  generally  to do  business as a
         foreign  corporation in any  jurisdiction  wherein it would not but for
         the  requirements  of  this  subdivision  (d)  be  obligated  to  be so
         qualified  or to  consent  to  general  service  of process in any such
         jurisdiction;

         e) use its reasonable  best efforts to cause all Shares covered by such
         Registration  Statement to be registered with or approved by such other
         federal  or  state  governmental  agencies  or  authorities  as  may be
         necessary  in the  opinion of counsel to the Company and counsel to the
         Purchasers to enable the  Purchasers to consummate  the  disposition of
         such Shares;

         f) notify the Purchasers at any time when a prospectus relating thereto
         is required to be delivered under the Act, upon discovery that, or upon
         the  happening  of any  event  as a result  of  which,  the  prospectus
         included in such Registration Statement, as then in effect, includes an
         untrue statement of a material fact or omits to state any material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not misleading,  in the light of the circumstances  under which
         they were made, and at the request of the Purchasers  promptly  prepare
         and furnish to it a reasonable  number of copies of a supplement  to or
         an  amendment  of such  prospectus  as may be  necessary  so  that,  as
         thereafter  delivered  to  the  purchasers  of  such  securities,  such
         prospectus  shall not include an untrue statement of a material fact or
         omit to  state  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein not misleading in the light of
         the circumstances under which they were made;

         g)  otherwise  use its  reasonable  best  efforts  to  comply  with all
         applicable  rules and regulations of the Commission,  and, if required,
         make  available  to  its  security  holders   simultaneously  with  its
         disclosure to the public, an earnings  statement covering the period of
         at least twelve months,  but not more than eighteen  months,  beginning
         with the first full  calendar  month after the  effective  date of such
         Registration  Statement,  which  earnings  statement  shall satisfy the
         provisions  of  Section  11(a)  of the Act  and  Rule  158  promulgated
         thereunder,  and promptly  furnish to Purchaser a copy of any amendment
         or supplement to such Registration Statement or prospectus;

         h) provide and cause to be  maintained a transfer  agent and  registrar
         (which, in each case, may be the Company) for all the Shares covered by
         such  Registration  Statement  from and after a date not later than the
         effective date of such registration; and

         i) use its  reasonable  best efforts to list the Shares on any national
         securities  exchange  on which the shares of the same class  covered by


                                       9
<PAGE>

         such Registration  Statement are then listed and, if no such shares are
         so listed,  on any  national  securities  exchange  on which the common
         stock is then listed.

         Each Purchaser  agrees by acquisition of the Shares that,  upon receipt
of any  notice  from  the  Company  of the  happening  of any  event of the kind
described in  subdivision  (f) of this Section 7.3,  such holder will  forthwith
discontinue  such  disposition  of  the  Shares  pursuant  to  the  Registration
Statement until Purchaser's receipt of the copies of the supplemented or amended
prospectus  contemplated  by  subdivision  (f) of this  Section  7.3 and,  if so
directed by the Company,  will deliver to the Company (at the Company's expense)
all copies,  other than permanent file copies,  then in such holder's possession
of the prospectus  relating to the Shares current at the time of receipt of such
notice.

         7.4. Indemnification.

         (a) Indemnification by the Company.  The Company will, and hereby does,
         indemnify and hold harmless, in the case of the Registration  Statement
         filed  pursuant  to Section  7.1,  each  Purchaser  and its  respective
         directors,  officers,  partners,  agents and  affiliates,  against  any
         losses, claims, damages or liabilities, joint or several, to which such
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling  person  may  become  subject  under the Act or  otherwise,
         including,  without limitation, the fees and expenses of legal counsel,
         insofar as such losses,  claims,  damages or liabilities (or actions or
         proceedings, whether commenced or threatened, in respect thereof) arise
         out of or are based upon any untrue  statement  or untrue  statement of
         any  material  fact  contained  in  any  Registration  Statement,   any
         preliminary   prospectus,   final  prospectus  or  summary   prospectus
         contained  therein,  or any  amendment or  supplement  thereto,  or any
         omission or alleged  omission to state therein a material fact required
         to be stated  therein or  necessary to make the  statements  therein in
         light of the circumstances in which they were made not misleading,  and
         the Company  will  reimburse  such  Purchaser  and each such  director,
         officer, partner, agent, affiliate and controlling person for any legal
         or any other expenses  reasonably  incurred by them in connection  with
         investigating or defending any such loss, claim,  liability,  action or
         proceeding;  provided, however, that the Company shall not be liable in
         any  such  case to the  extent  that  any  such  loss,  claim,  damage,
         liability  (or  action or  proceeding  in respect  thereof)  or expense
         arises out of or is based upon an untrue  statement  or alleged  untrue
         statement  or omission or alleged  omission  made in such  Registration
         Statement, any such preliminary prospectus,  final prospectus,  summary
         prospectus,  amendment or supplement in reliance upon and in conformity
         with  written  information  furnished to the Company by or on behalf of
         such  Purchaser,  specifically  stating  that  it is  for  use  in  the
         preparation  thereof.  Such  indemnity  shall  remain in full force and
         effect  regardless  of any  investigation  made by or on behalf of such
         Purchaser or any such director,  officer,  partner, agent, affiliate or
         controlling person and shall survive the transfer of such securities by
         the Purchaser.

         (b) Indemnification by the Purchasers.  As a condition to including the
         Shares in the Registration  Statement,  the Company shall have received
         an undertaking from each Purchaser,  to indemnify and hold harmless (in
         the same manner and to the same extent as set forth in Section  7.4(a))
         each other  seller,  if any,  the  Company,  and each  director  of the



                                       10
<PAGE>

         Company and each officer of the Company,  with respect to any statement
         or alleged  statement  in or  omission  or alleged  omission  from such
         Registration Statement, any preliminary prospectus, final prospectus or
         summary prospectus  contained  therein,  or any amendment or supplement
         thereto,  if such statement or alleged statement or omission or alleged
         omission  was made in  reliance  upon and in  conformity  with  written
         information  furnished  to the Company by such  Purchaser  specifically
         stating  that it is for  use in the  preparation  of such  Registration
         Statement,    preliminary   prospectus,   final   prospectus,   summary
         prospectus,  amendment  or  supplement;  provided,  however,  that  the
         liability of such indemnifying party under this Section 7.4(b) shall be
         limited to the amount of proceeds received by such  indemnifying  party
         giving rise to such  liability.  Such  indemnity  shall  remain in full
         force and effect,  regardless of any investigation made by or on behalf
         of the Company or any such director,  officer or controlling person and
         shall survive the transfer of such securities by such Purchaser.

         (c) Notices of Claims,  etc.  Promptly  after receipt by an indemnified
         party  of  notice  of the  commencement  of any  action  or  proceeding
         involving  a  claim  referred  to in  Section  7.4  (a)  or  (b),  such
         indemnified  party  will,  if a claim in respect  thereof is to be made
         against an indemnifying party, give written notice to the latter of the
         commencement of such action; provided, however, that the failure of any
         indemnified  party to give notice as provided  herein shall not relieve
         the  indemnifying   party  of  its  obligations   under  the  preceding
         subdivisions  of this  Section  7.4,  except  to the  extent  that  the
         indemnifying  party is  actually  prejudiced  by such  failure  to give
         notice.   In  case  any  such  action  shall  be  brought  against  any
         indemnified  party and it shall  notify the  indemnifying  party of the
         commencement  thereof,  the  indemnifying  party  shall be  entitled to
         participate  therein and, to the extent that it may wish, to assume the
         defense  thereof,   with  counsel   reasonably   satisfactory  to  such
         indemnified party;  provided,  however, that any indemnified party may,
         at its own expense,  retain  separate  counsel to  participate  in such
         defense.  Notwithstanding the foregoing, in any action or proceeding in
         which both the Company and an  indemnified  party is, or is  reasonably
         likely to become, a party,  such indemnified party shall have the right
         to employ separate counsel at the Company's  expense and to control its
         own  defense of such  action or  proceeding  if (a) there are or may be
         legal  defenses  available  to  such  indemnified  party  or  to  other
         indemnified  parties that are  different  from or  additional  to those
         available to the Company or (b) any actual  conflict exists between the
         Company  and such  indemnified  party  that  would  make such  separate
         representation advisable; provided, however, that the Company may limit
         the fees and expenses  that it pays in any one legal action or group of
         related  legal  actions  to  those  fees  and  expenses  of one firm of
         attorneys  (together with  appropriate  local  counsel),  which firm of
         attorneys (together with appropriate legal counsel) shall be designated
         in writing by a majority of the indemnified parties who are a party to,
         or are  reasonably  likely to become  parties to, such legal  action or
         group of related legal actions.  No indemnifying  party shall be liable
         for any  settlement  of any action or proceeding  effected  without its
         written  consent,  which consent shall not be unreasonably  withheld or
         delayed.  No  indemnifying  party  shall,  without  the  consent of the
         indemnified party, which consent shall not be unreasonably  withheld or
         delayed,  consent to entry of any judgment or enter into any settlement


                                       11
<PAGE>

         which does not include as an  unconditional  term thereof the giving by
         the claimant or plaintiff to such  indemnified  party of a release from
         all liability in respect to such claim or litigation or which  requires
         action other than the payment of money by the indemnifying party.

         (d) Contribution.  If the indemnification  provided for in this Section
         7.4 shall for any  reason  be held by a court to be  unavailable  to an
         indemnified  party under Section 7.4(a) or (b) hereof in respect of any
         loss,  claim,  damage or liability,  or any action in respect  thereof,
         then,  in lieu of the amount paid or payable  under  Section  7.4(a) or
         (b), the  indemnified  party and the  indemnifying  party under Section
         7.4(a) or (b) shall contribute to the aggregate losses, claims, damages
         and liabilities  (including legal or other expenses reasonably incurred
         in connection with  investigating  the same), (i) in such proportion as
         is  appropriate  to reflect the  relative  fault of the Company and the
         Purchaser which resulted in such loss, claim,  damage or liability,  or
         action or proceeding in respect thereof, with respect to the statements
         or omissions which resulted in such loss,  claim,  damage or liability,
         or  action  or  proceeding  in  respect  thereof,  as well as any other
         relevant equitable considerations or (ii) if the allocation provided by
         clause (i) above is not permitted by applicable law, in such proportion
         as shall be  appropriate to reflect the relative  benefits  received by
         the  Company and each  Purchaser  from the  offering of the  securities
         covered by such Registration Statement,  provided, that for purposes of
         this clause (ii),  the  relative  benefits  received by each  Purchaser
         shall be deemed not to exceed the amount of  proceeds  received by such
         Purchaser. No person guilty of fraudulent misrepresentation (within the
         meaning of Section 11(f) of the Act) shall be entitled to  contribution
         from   any   person   who   was   not   guilty   of   such   fraudulent
         misrepresentation.   Each  Purchaser's   obligation  to  contribute  as
         provided  in this  Section  7.4(d)  is  several  in  proportion  to the
         relative  value of its respective  Shares covered by such  Registration
         Statement and not joint.  In addition,  no person shall be obligated to
         contribute  hereunder any amounts in payment for any  settlement of any
         action or claim effected without such person's  consent,  which consent
         shall not be unreasonably withheld.

         (e) Other Indemnification.  Indemnification and contribution similar to
         that specified in the preceding  subdivisions of this Section 7.4 (with
         appropriate  modifications)  shall  be given  by the  Company  and each
         Purchaser   with  respect  to  any  required   registration   or  other
         qualification   of  securities  under  any  federal  or  state  law  or
         regulation of any governmental authority other than the Act.

         (f)  Indemnification  Payments.  The  indemnification  and contribution
         required by this Section 7.4 shall be made by periodic  payments of the
         amount thereof during the course of the  investigation  or defense,  as
         and when bills are  received or expense,  loss,  damage or liability is
         incurred.

Section 8. Put Option

         (a)  Subject to the  provisions  of  subparagraphs  (b) and (c) or this
         Section 8, the Company  hereby  grants to the  Purchasers  the right to
         require the Company to repurchase any or all of the Shares  acquired by
         the Purchasers  hereunder at the price per Share paid by the Purchasers
         hereunder (the "Put Option").



                                       12
<PAGE>

         (b) The Put Option may be  exercised  at any time after the Closing and
         shall expire upon the date on which the Registration Statement is filed
         by the Company with the Commission (the "Expiration Date").

         (c) The Put Option may be  exercised  by  written  notice  given by the
         Purchaser  to the  Company  and the  Escrow  Agent  exercising  the Put
         Option. If the Put Option is not exercised by the Expiration Date, then
         the Put  Option  will  terminate,  and be null,  void and of no further
         effect immediately following the Expiration Date.

Section 9. Board Representation.

         Upon Closing,  the Purchasers  shall,  collectively,  have the right to
designate one member of the Company's  board of directors who shall serve as its
Vice Chairman and, to the extent that such  designation  requires the consent of
the  Company's  shareholders  under  applicable  state law,  the  Company  shall
promptly submit such designee for approval of the Company's shareholders,  shall
support and recommend such designee's  appointment to the board of directors and
shall use its best efforts to cause such designee to be elected by the Company's
shareholders.

Section 10. Entirety and Modification.

         This Agreement  constitutes  the entire  agreement  between the parties
hereto with  respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements  and  understandings,  whether  oral or  written,  between the
parties hereto relating to such subject  matter.  No  modification,  alteration,
amendment,  or supplement to this Agreement  shall be valid or effective  unless
the same is in writing and signed by all parties hereto.

Section 11. Successors and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 12. Governing Law.

         This  Agreement  shall be governed  by and  construed  and  enforced in
accordance with the laws of the State of Delaware.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
agreement as of the date first written above.

PURCHASERS:                                 CHINAMERICA FUND, LLP


                                            By: /s/ Beau Johnson
                                               ---------------------------------

                                            Name:
                                            Title:




                                       13
<PAGE>

                                            ADDITIONAL PURCHASERS


                                            By: /s/ Gary C. Evans
                                               ---------------------------------

                                            Name:
                                            Title:



                                            By:
                                               ---------------------------------

                                            Name:
                                            Title:



COMPANY:                                    BASIC EMPIRE CORPORATION


                                            By: /s/ Chang Yu
                                               ---------------------------------











                                       14
<PAGE>

                                   SCHEDULE A





--------------------------- ------------------------- --------------------------
         PURCHASER               NUMBER OF SHARES          PURCHASING PRICE
--------------------------- ------------------------- --------------------------
   CHINAMERICA FUND, LLP              531,256                 US$900,000
--------------------------- ------------------------- --------------------------
       GARY C. EVANS                  59,028                  US$100,000
--------------------------- ------------------------- --------------------------




















                                       15
<PAGE>

                                   SCHEDULE B


                            CONTROLLING SHAREHOLDERS


                            China Tailong Group Ltd.


























                                       16