Unassociated Document


     

    
       

      


      EXHIBIT
10.1

      


      


      STOCK PURCHASE
AGREEMENT

      


      


       

      STOCK
PURCHASE AGREEMENT, dated as of January 22nd, 2011 (this "Agreement"), by and
among Sunrise Real Estate Group, Inc. ("Issuer " and “Company”), having an
office and address at No. 333, Floor 7th,
Zhaojiabang Road, Shanghai China, and Better Time International Limited, a
company organized under the laws of the British Virgin Island, having an office
and address at P.O. Box 957 Offshore Incorporation Centre, Road Town, Tortola
("Purchaser”).

       

      


       

       

      W
I T N E S S E T H

       

       

      WHEREAS,
the Issuer desires to issue to the Purchaser 2,500,000 shares of the Company's
common stock, $0.01 US par value per share (the "Common Stock"), (the "Shares"),
on the terms and condition set forth in this Stock Purchase Agreement
("Agreement"), and

       

      WHEREAS,
Purchaser desires to buy the Shares for $0.20 US per share (the "Purchase
Price") for an aggregate of $500 thousand US on the terms and conditions set
forth herein, and

       

      NOW
THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, it is agreed by and between the parties hereto as
follows.

       

      


      


      ARTICLE
1

      SALE AND PURCHASE OF THE
SHARES

       

       

      1.1 Sale
of the Shares. Upon the execution of this Agreement, subject to the terms and
conditions herein set forth, on the basis of the representations, warranties and
agreements herein contained, Issuer shall deliver the Shares to Purchaser who
shall purchase the Shares from the Issuer.

       

       

      1.2
Instruments of Conveyance and Transfer. At the Closing, Issuer shall deliver a
certificate or certificates representing the Shares to Purchaser, in form and
substance satisfactory to Purchaser ("Certificates"), as shall be effective to
vest in Purchaser all right, title and interest in and to all of the
Shares.

       

       

      1.3
Consideration and Payment for the Shares. In consideration for the Shares,
Purchaser shall pay to the Issuer the purchase price of Five Hundred Thousand
($500,000) Dollars in U.S. currency ("Purchase Price"). The Purchase Price shall
be payable only upon Closing (as set forth in Article 7 hereof).

       

      


      ARTICLE
2

      REPRESENTATIONS AND
WARRANTIES OF THE ISSUER

       

       

      The
Issuer represents and warrants to the Purchaser now and as of the Closing, the
following:

       

      2.1
Transfer of Title. Issuer shall transfer title in and to the Shares to the
Purchaser free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any kind or nature
whatsoever, whether direct or indirect or contingent.

       

       

      (a) Due
Execution This Agreement has been duly executed and delivered by the
Issuer.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (b) Valid
Agreement This Agreement constitutes, and upon execution and delivery thereof by
the Issuer, will constitute, a valid and binding agreement of the Issuer
enforceable against the Issuer in accordance with its respective
terms.

       

       

      (c)
Authorization. The execution, delivery and performance by the Issuer of this
Agreement and the delivery by the Issuer of the Shares have been duly and
validly authorized and no further consent or authorization of the Issuer or
another is required.

       

       

      (d)
Issuer's Title to Shares; No Liens or Preemptive Rights; Valid Issuance. Issuer
has and at the Closing will have full and valid title, possession and control of
the Shares; there is and will be no existing impediment or encumbrance to the
sale and transfer of such Shares to the Purchaser; and on delivery to the
Purchaser of the Shares, all of the Shares will be free and clear of all taxes,
liens, encumbrances, charges or assessments of any kind and shall not be subject
to preemptive rights, tag-along rights, or similar rights of any of the
stockholders of the Company. Such Shares are and will be legally and validly
issued in material compliance with all applicable U.S. federal and state
securities laws, and will be fully paid and non-assessable shares of the
Company's common stock; and the Shares have all been issued under duly
authorized resolutions of the Board of Directors of the Company. At the Closing,
Issuer shall deliver to the Purchaser certificates representing the Shares
subject to no liens, security interests, pledges, encumbrances, charges,
restrictions, demands or claims in any other party whatsoever.

       

       

      2.2 No
Governmental Action Required. The execution and delivery by the Issuer of this
Agreement does not and will not, and the consummation of the transactions
contemplated hereby will not, require any action by or in respect of, or filing
with, any governmental body, agency or governmental official, including but not
limited to the Securities and Exchange Commission ("Commission") and the
Financial Industry Regulatory Authority ("FINRA"), except such actions or
filings that have been undertaken or made prior to the date hereof and that will
be in full force and effect (or as to which all applicable waiting periods have
expired) on and as of the date hereof or which are not required to be filed on
or prior to the date of Closing.

       

       

      2.3 Compliance with Applicable Law and Corporate Documents.
The execution and delivery by the Issuer of this Agreement does not and will not
and, the sale by the Issuer of the Shares does not and will not contravene or
constitute a default under or violation of (i) any provision of applicable law
or regulation, (ii) the articles of incorporation or by-laws of the Issuer, or
(iii) any agreement, judgment, injunction, order, decree or other instrument
binding upon the Issuer or any its assets, or result in the creation or
imposition of any lien on any asset of the Issuer. The Issuer is in compliance
with and conforms to all statutes, laws, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or foreign
government or any instrumentality thereof having jurisdiction over the conduct
of their businesses or the ownership of their properties.

       

       

      2.4 Due
Diligence Materials. The information heretofore furnished by the Issuer to the
Purchaser for purposes of or in connection with this Agreement or any
transaction contemplated hereby does not, and all such information hereafter
furnished by the Issuer to the Purchaser will not (in each case taken together
and on the date as of which such information is furnished), contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.

       

       

      2.5 Not a
Voting Trust: No Proxies. None of the Shares are or will be subject to any
voting trust or agreement. No person holds or has the right to receive any proxy
or similar instrument with respect to the Shares. Except as provided in this
Agreement, the Issuer is not a party to any agreement which offers or grants to
any person the right to purchase or acquire any of the Shares. There is no
applicable local, state or federal law, rule, regulation, or decree which would,
as a result of the sale contemplated by this Agreement, impair, restrict or
delay any voting rights with respect to the Shares.

       

       

      2.6
Survival of Representations. The representations and warranties herein by the
Issuer will be true and correct in all material respects on and as of the
Closing with the same force and effect as though said representations and
warranties had been made on and as of the Closing and will, except, provided
herein, survive the Closing.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.7 No
Solicitation. No form of general solicitation or general advertising was used by
the Issuer or, to the best of its actual knowledge, any other person acting on
behalf of the Issuer, in connection with the offer and sale of the Shares.
Neither the Issuer, nor, to its knowledge, any person acting on behalf of the
Issuer, have, either directly or indirectly, sold or offered for sale to any
person (other than the Purchaser) any of the Shares, and the Issuer represent
that they will not, nor will any person authorized to act on its behalf (except
that the Issuer makes no representation as to the Purchaser) sell or offer for
sale any such security to, or solicit any offers to buy any such security from,
or otherwise approach or negotiate in respect thereof with, any person or
persons so as thereby to cause the issuance or sale of any of the Shares to be
in violation of any of the provisions of Section 5 of the Securities Act of
1933, as amended or any other provision of federal or state law.

       

      ARTICLE
3

      REPRESENTATIONS AND
WARRANTIES OF THE COMPANY

       

       

      The
Company represents and warrants to the Purchaser now and at the Closing, the
following:

       

      3.1 Due
Organization. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Texas (a) with full power and
authority to own, lease, use, and operate its properties and to carry on its
business as and where now owned, leased, used, operated and conducted. The
Company has no subsidiaries. The Company is duly qualified to conduct business
as a foreign corporation and is in good standing in every jurisdiction in which
the nature of the business conducted by it makes such qualification necessary,
and (b) all actions taken by the current directors and stockholders of the
Company have been valid and in accordance with the laws of the State of
Texas.

       

       

      3.2 (a)
Company Authority. The Company has all requisite corporate power and authority
to enter into and perform this Agreement. 

       

       

      (b) Due
Authorization. The execution, delivery and performance by the Company of this
Agreement has been duly and validly authorized and no further consent or
authorization of the Company, its Board of Directors or its stockholders is
required.

       

       

      (c) Valid
Execution. This Agreement has been duly executed and delivered by the
Company.

       

       

      (d)
Binding Agreement. This Agreement constitutes, and upon execution and delivery
thereof by the Company, will constitute, a valid and binding agreement of the
Company, enforceable against the Company in accordance with its
terms.

       

       

      (e) No
Violation of Corporate Documents or Agreements. The execution and delivery of
this Agreement by the Company and the performance by the Company of its
obligations hereunder will not cause, constitute, or conflict with or result in
(i) any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which the Company or
its stockholders are a party, or by which they may be bound, nor will any
consents or authorizations of any party other than those hereto be required,
(ii) an event that would cause the Company to be liable to any party, or (iii)
an event that would result in the creation or imposition or any lien, charge or
encumbrance on any asset of the Company or on the securities of the Company to
be acquired by the Purchaser.

       

      3.3
Authorized Capital, No Preemptive Rights, No Liens; Anti-Dilution. As of the
date hereof, the authorized capital of the Company is 200,000,000 shares of
Common Stock, $0.01 par value. The issued and outstanding capital stock of the
Company is 23,691,925 shares of Common Stock. All of the shares of capital stock
are, duly authorized, validly issued, fully paid and non-assessable. No shares
of capital stock of the Company are subject to preemptive rights or similar
rights of the stockholders of the Company or any liens or encumbrances imposed
through the actions or failure to act of the Company, or otherwise. As of the
date hereof and at Closing, (i) there are no outstanding options, warrants,
convertible securities, scrip, rights to subscribe for, puts, calls, rights of
first refusal, tag-along agreements, nor any other agreements, understandings,
claims or other commitments or rights of any character whatsoever relating to,
or securities or rights convertible into or exchangeable for any shares of
capital stock of the Company, or arrangements by which the Company is or may
become bound to issue additional shares of capital stock of the Company, and
(ii) there are no agreements or arrangements under which the Company is
obligated to register the sale of any of its securities under the Securities Act
and (iii) there are no anti-dilution or price adjustment provisions contained in
any security issued by the Company (or in the Company's articles of
incorporation or by-laws or in any agreement providing rights to security
holders) that will be triggered by the transactions contemplated by this
Agreement. The Company has furnished to Purchaser true and correct copies of the
Company's articles of incorporation and by-laws.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.4 No
Governmental Action Required. The execution and delivery by the Company of this
Agreement does not and will not, and the consummation of the transactions
contemplated hereby will not, require any action by or in respect of, or filing
with, any governmental body, agency or governmental official, including but not
limited to, the Commission and FINRA, except such actions or filings that have
been undertaken or made prior to the date hereof and that will be in full force
and effect (or as to which all applicable waiting periods have expired) on and
as of the date hereof or which are not required to be filed on or prior to the
Closing.

       

       

      3.5
Compliance with Applicable Law and Corporate Documents. The execution and
delivery by the Company of this Agreement does not and will not contravene or
constitute a default under or violation of (i) any provision of applicable law
or regulation, (ii) the Company's articles of incorporation or bylaws, or (iii)
any agreement, judgment, injunction, order, decree or other instrument binding
upon the Company or any its assets, or result in the creation or imposition of
any lien on any asset of the Company. The Company is in compliance with and
conforms to all statutes, laws, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or foreign
government or any instrumentality thereof having jurisdiction over the conduct
of its businesses or the ownership of its properties. 

       

       

      3.6 SEC
Representations. Through the date hereof, the Company has filed all forms,
reports and documents with the Commission required to be filed by it ("SEC
Reports"). The Company has delivered and/or made available to Purchaser true and
complete copies of the required SEC Reports. Such SEC Reports, at the time
filed, complied in all material respects with the requirements of the federal
and state securities laws and the rules and regulations of the Commission
thereunder applicable to such SEC Reports. None of the SEC Reports, including
without limitation, any financial statements or schedules included therein,
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading. In connection with all
shares of common stock and other securities issued by the Company from inception
to date, the Company has complied with the registration requirements of the
federal Securities Act of 1933 and all applicable state blue sky laws or has
relied upon a valid, applicable exemption from those registration
requirements.

       

       

      3.7
Financial Statements. (a) The Purchaser has received a copy of the unaudited
financial statements of the Company for the nine months ended September 30, 2010
and the related statements of income and retained earnings for the period then
ended (the "Financial Statements") that are included in the Company's Form 10-Q
for the quarter ended September 30, 2010 and included in the SEC Reports. The
Financial Statements have been prepared in accordance with generally accepted
accounting principles consistently followed by the Company throughout the
periods indicated. Such financial statements fairly present the financial
condition of the Company at the dates indicated and its results of its
operations and cash flows for the periods then ended and, except as indicated
therein, reflect all claims against, debts and liabilities of the Company, fixed
or contingent, and of whatever nature. Since September 30, 2010 (the "Balance
Sheet Date"), there has been no material adverse change in the assets or
liabilities, or in the business or condition, financial or otherwise, or in the
results of operations or prospects, of the Company, whether as a result of any
legislative or regulatory change, revocation of any license or rights to do
business, fire, explosion, accident, casualty, labor trouble, flood, drought,
riot, storm, condemnation, act of God, public force or otherwise and no material
adverse change in the assets or liabilities, or in the business or condition,
financial or otherwise, or in the results of operation or prospects, of the
Company except in the ordinary course of business.

       

       

      3.8 No
Litigation. The Company is not a party to any suit, action, arbitration, or
legal, administrative, or other proceeding, or pending governmental
investigation which its has not disclosed to Purchaser. The Company is not
subject to or in default with respect to any order, writ, injunction, or decree
of any federal, state, local, or foreign court, department, agency, or
instrumentality.

       

       

      3.9 No
Taxes. The Company is not liable for any income, sales, withholding, real or
personal property taxes to any governmental agencies whatsoever. All United
States federal, state, county, municipality local or foreign income tax returns
and all other material tax returns (including foreign tax returns) which are
required to be filed by or on behalf of the Company have been or will be filed
as of the Closing Date and all material taxes due pursuant to such returns or
pursuant to any assessment received by the Company have been or will be paid as
of the Closing Date, except those being disputed in good faith and for which
adequate reserves have been established. The charges, accruals and reserves on
the books of the Company in respect of taxes or other governmental charges have
been established in accordance with GAAP.

       

       

      3.10
Material Agreements (a) The Company is not currently carrying on any business
and is not a party to any contract, agreement, lease or order which would
subject it to any performance or business obligations or restrictions in the
future after the Closing of the transactions contemplated by this
Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       (b)
The Company has no stockholder contracts or agreements. 

       

       

       (c)
The Company is not in default under any contract or any other
document.

       

       

       (d)
The Company has no outstanding powers of attorney and no obligations concerning
the performance by the Issuer of this Agreement.

       

       

       (e)
The Company has all material Permits ("Permits" means all licenses, franchises,
grants, authorizations, permits, easements, variances, exemptions, consents,
certificates, orders and approvals necessary to own, lease and operate the
properties, of, and to carry on the business of the Company);

      (ii) all
such Permits are in full force and effect, and the Company has fulfilled and
performed all material obligations with respect to such Permits;

      (iii) no
event has occurred which allows, or after notice or lapse of time would allow,
revocation or termination by the issuer thereof or which results in any other
material impairment of the rights of the holder of any such Permit,
and

      (iv) the
Company has no reason to believe that any governmental body or agency is
considering limiting, suspending or revoking any such Permit.

       

       

       (f)
Neither the Company nor, to the Company's knowledge, any employee or agent of
the Company has made any payments of funds of the Company, or received or
retained any funds, in each case in violation of any law, rule or regulation or
of a character required to be disclosed by the Company in any of the SEC
Reports.

       

       

       (g)
There are no outstanding judgments or Uniform Commercial Code financing
instruments or UCC Securities Interests filed against the Company or any of its
properties.

       

       

      3.11 No
Liabilities. There are no liabilities of the Company of any kind whatsoever
which has not been disclosed to Purchaser, whether accrued, contingent,
absolute, determined, determinable or otherwise, and there is no existing
condition, situation or set of circumstances which could reasonably be expected
to result in such a liability. The Company does not have any debt, liability, or
obligation of any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due, that is not reflected on the Company's
Financial Statements.

       

       

      3.12
Compliance with Law. To the best of its knowledge, the Company has complied
with, and is not in violation of any provision of laws or regulations of
federal, state or local government authorities and agencies. There are no
pending or threatened proceedings against the Company by any federal, state or
local government, or any department, board, agency or other body
thereof.

       

       

      3.13
Corporate Documents Effective. The articles of incorporation, as amended, and
the bylaws of the Company, as provided to Purchaser are, or will at Closing be,
in full force and effect and all actions of the Board of Directors or
stockholders required to accomplish same have, or will at Closing have been,
taken. 

       

       

      3.14 No
Stockholder Approval Required. The acquisition of the Shares by Purchaser from
Issuer does not require the approval of the stockholders of the Company under
the Texas General Corporate Law ("TGCL"), the Company's articles of
incorporation or bylaws, or any other requirement of law or, if stockholder
approval is required it has or will, prior to the Closing, be properly obtained
in accordance with the requirements of the Company's articles of incorporation
and by-laws and the TGCL.

       

      3.15 No
Dissenters' Rights. The acquisition of the Shares by Purchaser from Issuer will
not give rise to any dissenting stockholders' rights under the TGCL, the
Company's articles of incorporation or bylaws, or otherwise.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      3.16 Not
Subject to Voting Trust. None of the Shares are or will be subject to any voting
trust or agreement. No person holds or has the right to receive any proxy or
similar instrument with respect to such Shares. The Company is not a party to
any agreement that offers or grants to any person the right to purchase or
acquire any of the securities to be issued pursuant to this Agreement. There is
no applicable local, state or federal law, rule, regulation, or decree which
would, as a result of the transfer of the Shares to Purchaser, impair, restrict
or delay any voting rights with respect to the Shares.

       

       

      3.17 True
Representations. The information heretofore furnished by the Company to the
Purchaser for purposes of or in connection with this Agreement or any
transaction contemplated hereby does not, and all such information hereafter
furnished by the Company to the Purchaser will not (in each case taken together
and on the date as of which such information is furnished), contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.

       

       

      3.18
Survival. The representations and warranties herein by the Company will be true
and correct in all material respects on and as of the Closing with the same
force and effect as though said representations and warranties had been made on
and as of the Closing Time and will, except, as otherwise provided herein,
survive the Closing for a period of three (3) years.

       

       

      ARTICLE
4

      REPRESENTATIONS AND
WARRANTIES OF PURCHASER

       

       

      Unless
specifically stated otherwise, Purchaser represents and warrants that the
following are true and correct as of the date hereof and will be true and
correct through the Closing Date as if made on that date:

       

      4.1
Agreement's Validity. This Agreement has been duly executed and delivered by
Purchaser and constitutes legal, valid and binding obligations of Purchaser,
enforceable against Purchaser in accordance with its respective terms, except as
may be limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally or the availability of equitable
remedies.

       

       

      4.2
Investment Intent. Purchaser is acquiring the Shares for its own account for
investment and not with a view to, or for sale or other disposition in
connection with, any distribution of all or any part thereof, except (i) in an
offering covered by a registration statement filed with the Securities and
Exchange Commission under the Securities Act covering the Shares, or (ii)
pursuant to an applicable exemption under the Securities Act. 

       

       

      4.3
Restricted Securities. Purchaser understands that the Shares have not been
registered pursuant to the Securities Act or any applicable state securities
laws, that the Shares will be characterized as "restricted securities" under
federal securities laws, and that under such laws and applicable regulations the
Shares cannot be sold or otherwise disposed of without registration under the
Securities Act or an exemption therefrom. In this connection, Purchaser
represents that it is familiar with Rule 144 promulgated under the Securities
Act, as currently in effect, and understands the resale limitations imposed
thereby and by the Securities Act. Stop transfer instructions may be issued to
the transfer agent for securities of the Company (or a notation may be made in
the appropriate records of the Company) in connection with the
Shares.

       

       

      4.4
Legend. It is agreed and understood by Purchaser that the certificates
representing the Shares shall each conspicuously set forth on the face or back
thereof a legend in substantially the following form:

       

      THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT
TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

       

       

      4.5
Disclosure of Information. Purchaser acknowledges that it has been furnished
with information regarding the Company and its business, assets, results of
operations, and financial condition to allow Purchaser to make an informed
decision regarding an investment in the Shares. Purchaser represents that it has
had an opportunity to ask questions of and receive answers from the Company
regarding the Company and its business, assets, results of operation, and
financial condition.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ARTICLE
5

      INDEMNIFICATION

       

       

      5.1
Issuer hereby agrees to, indemnify and hold harmless the Purchaser (which
includes, for purposes of this Article, Purchaser's against any losses, joint or
several, to which Purchaser may become subject under the federal securities
laws, any state or other federal law, statutory or common law, or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise by
reason of the inaccuracy of any warranty or representation contained in this
Agreement, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and Issuer will in addition reimburse Purchaser and the Company for
any legal or any other expenses reasonably incurred by Purchaser in connection
with investigating or defending any such loss, claim, liability, action or
proceeding. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of Purchaser and shall survive the
Closing for a period of three (3) year. As used herein, "Losses" means any loss,
claim, demand, damage, award, liabilities, suits, penalties, forfeitures, cost
or expense (including, without limitation, reasonable attorneys', consultant and
other professional fees and disbursements of every kind, nature and
description).

       

       

       

      ARTICLE
6

      COVENANTS

       

       

      6.1 From
the date of this Agreement to Closing, the Issuer and the Company covenant as
follows. 

       

      (a)
Company will to the best of its ability preserve intact the current status of
the Company and the trading capacity of the Company as a FINRA Bulletin Board
company.

       

       

      (b) The
Issuer will furnish Purchaser with whatever corporate records and documents are
available, such as articles of incorporation and bylaws.

       

       

       (c)
The Company will not amend or change its articles of incorporation or Bylaws, or
issue any further shares in the common stock of the Company without the express
written consent of its shareholders.

       

       

      ARTICLE
7

      CLOSING AND DELIVERY OF
DOCUMENTS

      


       

      7.1
Closing. The Closing shall be held on or before March 20th, 2011 (the "Closing
Date"). The Closing shall occur as a single integrated transaction, as
follows.

       

      (a)
Delivery by Issuer

       

      (i)
Issuer shall deliver to the Purchaser such instruments, documents and
certificates as are required to be delivered by Issuer or its representatives
pursuant to the provisions of this Agreement.

       

      (ii)
Issuer shall deliver to Purchaser the share Certificate issued by the Issuer.

       

       

      (b)
Delivery by Purchaser. The Purchaser shall pay to the Issuer an aggregate of
$500,000 by wire transfer as instructed by Issuer.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ARTICLE
8

      TERMINATION, AMENDMENT AND
WAIVER

       

       

      8.1
Waiver. Any term, provision, covenant, representation, warranty or condition of
this Agreement may be waived, but only by a written instrument signed by the
party entitled to the benefits thereof. The failure or delay of any party at any
time or times to require performance of any provision hereof or to exercise its
rights with respect to any provision hereof shall in no manner operate as a
waiver of or affect such party's right at a later time to enforce the same. No
waiver by any party of any condition, or of the breach of any term, provision,
covenant, representation or warranty contained in this Agreement, in any one or
more instances, shall be deemed to be or construed as a further or continuing
waiver of any such condition or breach or waiver of any other condition of the
breach of any other term, provision, covenant, representation or warranty. No
modification or amendment of this Agreement shall be valid and binding unless it
be in writing and signed by all parties hereto.

       

       

       

      8.2
Termination by Purchaser. Notwithstanding anything to the contrary herein,
Purchaser shall have the right, in its sole and absolute discretion, at any time
prior to its payment of the Purchase Price, to terminate this Agreement, in
which event, this Agreement shall be terminated and no party shall have any
further obligation to any other party.

      


      


      ARTICLE
9

      MISCELLANEOUS

       

      


      9.1
Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set
forth.

       

       

      9.2
Notices. Any notice or communications hereunder must be in writing and given by
depositing same in the United States mail addressed to the party to be notified,
postage prepaid and registered or certified mail with return receipt requested
or by delivering same in person. Such notices shall be deemed to have been
received on the date on which it is hand delivered or on the third business day
following the date on which it is to be mailed. For purpose of giving notice,
the addresses of the parties shall be:

       

       

      If to
Issuer:

      Sunrise
Real Estate Group, Inc.

      No. 333,
Zhaojiabang Road

      Shanghai,
China, PRC

      Tel:
+86-21-6422-0505

      Fax:
+86-21-6422-8337

       

      


      If to Purchaser
to:

      Better
Time International Limited

      5F-1.,
No. 18, Lane 22, Tianmu

      Taipei,
Taiwan

       

       

      9.3
Governing Law. This Agreement shall be governed in all respects, including
validity, construction, interpretation and effect, by the laws of the State of
Texas (without regard to principles of conflicts of law). Each of the parties
hereto agrees to submit to the exclusive jurisdiction of any federal or state
court within the County of Dallas, with respect to any claim or cause of action
arising under or relating to this Agreement. The parties agree that any service
of process to be made hereunder may be made by certified mail, return receipt
requested, addressed to the party at the address appearing in Section 10.2,
together with a copy to be delivered to such party's attorneys via telecopier
(if provided in Section 10.2). Such service shall be deemed to be completed when
mailed and sent and received by telecopier. Issuer and Purchaser each waives any
objection based on forum non conveniens. Nothing in this paragraph shall affect
the right of Issuer or Purchaser to serve legal process in any other manner
permitted by law.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      9.4
Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

       

       

      9.5 Waivers and Amendments; Non-Contractual Remedies;
Preservation of Remedies. This Agreement may be amended, superseded, canceled,
renewed, or extended, and the terms hereof may be waived, only by a written
instrument signed by authorized representatives of the parties or, in the case
of a waiver, by an authorized representative of the party waiving compliance. No
such written instrument shall be effective unless it expressly recites that it
is intended to amend, supersede, cancel, renew or extend this Agreement or to
waive compliance with one or more of the terms hereof, as the case may be. No
delay on the part of any party in exercising any right, power or privilege shall
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any such right, power or privilege, or any single or partial
exercise of any such right, power of privilege, preclude any further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies that any party may otherwise have at law or in equity. The rights and
remedies of any party based upon, arising out of or otherwise in respect of any
inaccuracy in or breach of any representation, warranty, covenant or agreement
contained in this Agreement shall in no way be limited by the fact that the act,
omission, occurrence or other state of facts upon which any claim of any such
inaccuracy or breach is based may also be the subject of any other
representation, warranty, covenant or agreement contained in this Agreement (or
in any other agreement between the parties) as to which there is no inaccuracy
or breach.

       

       

      9.6
Binding Effect; No Assignment, No Third-Party Rights. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. This Agreement is not assignable without the
prior written consent of each of the parties hereto or by operation of
law.

       

       

      9.7
Further Assurances. Each party shall, at the request of the other party, at any
time and from time to time following the Closing promptly execute and deliver,
or cause to be executed and delivered, to such requesting party all such further
instruments and take all such further action as may be reasonably necessary or
appropriate to carry out the provisions and intents of this Agreement and of the
instruments delivered pursuant to this Agreement.

       

       

      9.8
Severability of Provisions. If any provision or any portion of any provision of
this Agreement or the application of any such provision or any portion thereof
to any person or circumstance, shall be held invalid or unenforceable, the
remaining portion of such provision and the remaining provisions of the
Agreement, or the application of such provision or portion of such provision is
held invalid or unenforceable to person or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby and
such provision or portion of any provision as shall have been held invalid or
unenforceable shall be deemed limited or modified to the extent necessary to
make it valid and enforceable, in no event shall this Agreement be rendered void
or unenforceable.

       

       

      9.9
Exhibits and Schedules. All exhibits annexed hereto, and all schedules referred
to herein, are hereby incorporated in and made a part of this Agreement as if
set forth herein. Any matter disclosed on any schedule referred to herein shall
be deemed also to have been disclosed on any other applicable schedule referred
to herein.

       

       

      9.10
Captions. All section titles or captions contained in this Agreement or in any
schedule or exhibit annexed hereto or referred to herein, and the table of
contents to this Agreement, are for convenience only, shall not be deemed a part
of this Agreement and shall not affect the meaning or interpretation of this
Agreement. All references herein to sections shall be deemed references to such
parts of this Agreement, unless the context shall otherwise
require.

       

       

      9.11
Expenses. Except as otherwise expressly provided in this Agreement, whether or
not the Closing occurs, each party hereto shall pay its own expenses incidental
to the preparation of this Agreement, the carrying out of the provisions hereof
and the consummation of the transactions contemplated.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


       

       

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

       

      


      


      /s/ Lin Chi- Jung

      ______________________________________

      Lin,
Chi-Jung, CEO

       

      SUNRISE
REAL ESTATE GROUP, INC.

       

      


      /s/ Wang
Chun Chieh

      ______________________________________

       

      Wang Chun
Chieh, CEO

       

       

      BETTER
TIME INTERNATIONAL LIMITED