EXHIBIT 10.2

                            SHARE PURCHASE AGREEMENT

     THIS SHARE PURCHASE  AGREEMENT (this  "Agreement") dated as of December 31,
2010 by and between  GOLDEN DRAGON  HOLDING CO.  ("Seller")  and the  Purchaser,
James Clark ("Purchaser")

     1.   Purchase  and  Sale.  Subject  to the  terms  and  conditions  of this
          Agreement,  Seller  hereby sells to  Purchaser  1,000 Shares of Common
          Stock of CCaps Co., and Purchaser  hereby  purchases  from Seller such
          Shares of Common Stock (the "Purchased Securities"),  for an aggregate
          purchase  price of $100 payable upon  delivery to Purchaser of a Share
          certificate  registered  in the name of  Seller  together  with a duly
          executed stock power.
     2.   Representations and Warranties of Seller. Seller hereby represents and
          warrants to Purchaser that:
          a.   Seller is duly  authorized  to enter into this  Agreement  and to
               perform their obligations hereunder.
          b.   Seller has the right to dispose of the  Purchased  Securities  to
               Purchaser  without  the  consent  of any  other  person or entity
               whatsoever,  and upon delivery of the  certificates  representing
               the Purchased  Securities to Purchaser,  the Purchased Securities
               shall  be  owned  by  Purchaser  free  of  any  liens,   charges,
               encumbrances,  rights of first  refusal or other  adverse  claims
               whatsoever.
          c.   Concurrent with the Sale, Seller shall issue 25,000 shares of its
               common stock to CCaps Co. which CCaps Co. may use as capital.
     3.   Representations   and  Warranties  of  Purchaser.   Purchaser   hereby
          represents and warrants to Seller that:
          a.   Purchaser is duly  authorized to enter into this Agreement and to
               perform its obligations hereunder.
          b.   Purchaser has made its own  investigation  of the business of the
               Issuer,  and is not relying on any  information  about the Issuer
               and  its  business  provided  by  Seller  in  making  Purchaser's
               determination to purchase the Purchased Securities, and Purchaser
               understands  that there is significant debt on the books of CCaps
               Co.
          c.   Purchaser  hereby  represents  that  he/she  will not  resell the
               Shares in any transaction for which an exemption is not available
               without first registering the shares for resale.
          d.   Purchaser hereby  acknowledges  that the Shares are "Restricted,"
               will bear a restrictive legend, and further, a legend stating the
               securities  are not  registered  with the Securities and Exchange
               Commission.
          e.   Purchaser  represents  that  he/she has  received  all  currently
               available  financial  information  for the  Company for which the
               Shares  are  issued  and  have  received  any  other  information
               requested about the Company or its securities.
          f.   Purchaser  represents  that  either a)  he/she is an  "accredited
               investor"  as  defined  in  Regulation  D,  or  b)  he/she  is  a
               sophisticated  investor  having such  knowledge and experience in
               investing and having received such information  about the Company
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               and its securities  that he/she deems the investment  appropriate
               and suitable for him or her.
          g.   Purchaser   represents   he/she  is  purchasing  the  Shares  for
               investment  purposes only and not with a view to  distribution to
               the public.
          h.   Purchaser  represents that no public  solicitation of him/her was
               made.
     4.   Governing  Law. This  Agreement  shall be governed by and construed in
          accordance  with  the  internal  laws of the  State of  Colorado  with
          respect to  agreements  entered  into  within  Colorado  by  residents
          thereof.
     5.   Counterparts,  Facsimile Signatures. This Agreement may be executed in
          one or more  counterparts,  each  of  which  shall  be  considered  an
          original document. This Agreement may be delivered by facsimile, which
          shall be deemed an original counterpart for all purposes.

Seller: GOLDEN DRAGON HOLDING CO.           Purchaser: JAMES CLARK



By: _____________________________           _____________________________
Name: David J. Cutler                       James Clark
Title: CEO                                  Address:
                                            SS #: ________________________