Sino Green Land Corporation: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

COMMON STOCK PURCHASE AGREEMENT 

This COMMON STOCK PURCHASE AGREEMENT (the
"Agreement") is made and entered into as of the 27th
day of May, 2010 between Sino Green Land Corporation, a corporation
organized and existing under the laws of the State of Nevada (“SGLA” or the
“Company”) and the investors whose names are set forth on Schedule A attached
hereto (the “Investors”). 

PRELIMINARY STATEMENT: 

WHEREAS, the Investors desire to purchase from the
Company and the Company desires to issue and sell to the Investors, upon the
terms and subject to the conditions of this Agreement, the number of shares of
common stock, par value $0.001 per share of the Company (the “Common Stock”) set
forth on Schedule A hereto; and

WHEREAS, the parties intend to memorialize the purchase
and sale of such Common Stock. 

NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby conclusively acknowledged, the parties hereto,
intending to be legally bound, agree as follows: 

ARTICLE I 

SUPERSEDER AND DEFINITIONS 

1.1 Superseder. This Agreement, to the extent
that it is inconsistent with any other instrument or understanding among the
parties governing the affairs of the Company, shall supersede any such
instrument or understanding to the fullest extent permitted by law. A copy of
this Agreement shall be filed at the Company’s principal office. 

1.2 Certain Definitions. For purposes of this
Agreement, the following capitalized terms shall have the following meanings
(all capitalized terms used in this Agreement that are not defined in this
Article 1 shall have the meanings set forth elsewhere in this Agreement): 

1.2.1 “1933 Act” means the Securities Act of
1933, as amended. 

1.2.2 “1934 Act” means the Securities Exchange
Act of 1934, as amended. 

1.2.3 “Affiliate” means a Person or Persons
directly or indirectly, through one or more intermediaries, controlling,
controlled by or under common control with the Person(s) in question. 

1.2.4 “Articles” means the Articles of
Incorporation of the Company, as the same may be amended from time to time.




1.2.5 “Closing” shall mean the closing of
the transactions contemplated by this Agreement on the Closing Date. 

1.2.6 “Closing Date” means the date on which the
payment of the Purchase Price (as hereinafter defined) by the Investors pursuant
to Section 2.2 hereof, to the Company is completed pursuant to this Agreement to
purchase the Common Stock, which shall occur on or before the date in the
preamble. 

1.2.7 Reserved. 

1.2.8 "Material Adverse Effect" shall mean any
adverse effect on the business, operations, properties or financial condition of
the Company that is material and adverse to the Company and its Affiliates,
taken as a whole or any condition, circumstance, or situation that would
prohibit or otherwise materially interfere with the ability of the Company to
perform any of its material obligations under this Agreement. 

1.2.9 “Person” means an individual,
partnership, firm, limited liability company, trust, joint venture, association,
corporation, or any other legal entity. 

1.2.10 “Purchase Price” means the amounts to be
paid by the Investors as set forth on Schedule A hereto.

1.2.11 “SEC” means the Securities and Exchange
Commission. 

1.2.12 "SEC Documents" shall mean the Company's
most recent Form 10-K, all Forms 10-Q and 8-K filed thereafter, and the Proxy
Statement for its latest fiscal year. 

1.2.13 Reserved. 

1.2.14 “Transaction Documents” shall mean this
Agreement, all Schedules and Exhibits attached hereto and all other documents
and instruments to be executed and delivered by the parties in order to
consummate the transactions contemplated hereby, including, but not limited to
the documents listed in Sections 3.2 and 3.3 hereof. 

ARTICLE II 

SALE AND PURCHASE OF COMMON STOCK

2.1 Sale of Common Stock. 

(a) Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with applicable law, the Company agrees to
issue and sell to the Investors, and each of the Investors agrees to purchase
from the Company, the number of shares of Common Stock set forth opposite each
Investor’s name on Schedule A hereto (the “Shares”). The Company
and the Investors are executing and delivering this Agreement in
accordance with and in reliance upon the exemption from securities registration
afforded by Section 4(2) of the 1933 Act, and the rules and regulations
promulgated thereunder, including Regulation D (“Regulation D”), and/or upon
such other exemption from the registration requirements of the 1933 Act as may
be available with respect to any or all of the investments to be made
hereunder.




2.2 Purchase Price. The Purchase Price
shall be delivered by the Investors in the form of a wire transfer made payable
to the Company in United States Dollars on the Closing Date. 

ARTICLE III 

CLOSING DATE AND DELIVERIES AT CLOSING 

3.1 Closing Date. The Closing of the
transactions contemplated by this Agreement, unless expressly determined herein,
shall be held at the offices of the Company, at 5:00 P.M. local time, on the
Closing Date or on such other date and at such other place as may be mutually
agreed by the parties, including closing by facsimile with originals to
follow.

3.2 Deliveries by the Company. In addition
to the terms and conditions and without limiting any other provision of this
Agreement, the Company agrees to deliver, or cause to be delivered the
following:

(a) At or prior to Closing, an executed
copy of this Agreement with all exhibits and schedules attached hereto; 
(b)
Evidence of approval of the Board of Directors of the Company of the Transaction
Documents and the transactions contemplated hereby; 
(c) Certificate of good
standing issued by the Secretary of State of the State of Nevada; 
(d) Stock
certificates in the names of Investors evidencing the Common Stock. 

3.3 Deliveries by Investor. In addition to
the terms and conditions and without limiting any other provision of this
Agreement, the Investors agree to deliver, or cause to be delivered, to the
Company at or prior to the Closing the following:

(a) A deposit in the amount of the
Purchase Price to an account at the direction of the Company; 
(b) The
executed Agreement with all Exhibits and Schedules attached hereto; and 
(c)
Such other documents or certificates as shall be reasonably requested by the
Company or its counsel. 

In the event any document provided to the other party in
Paragraphs 3.2 and 3.3 herein are provided by facsimile, the party shall forward
an original document to the other party within seven (7) business days upon
request. 

3.4 Further Assurances. The Company and the
Investors shall, upon request, on or after the Closing Date, cooperate with each
other (specifically, the Company shall cooperate with the Investors, and the Investors shall cooperate with the Company)
by furnishing any additional information, executing and delivering any
additional documents and/or other instruments and doing any and all such things
as may be reasonably required by the parties or their counsel to consummate or
otherwise implement the transactions contemplated by this Agreement.




3.5 Waiver. The Investors may waive any of
the requirements of Section 3.2 of this Agreement, and the Company at its
discretion may waive any of the provisions of Section 3.3 of this Agreement.


ARTICLE IV 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company represents and warrants to the Investors as of the
date hereof and as of the Closing Date as follows:

4.1 Organization and Qualification. The Company
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada, and has the requisite corporate power and authority
to own, lease and operate its properties and to carry on its business as it is
now being conducted and is duly qualified to do business in any other
jurisdiction by virtue of the nature of the businesses conducted by it or the
ownership or leasing of its properties, except where the failure to be so
qualified will not, when taken together with all other such failures, have a
Material Adverse Effect on the business, operations, properties, assets,
financial condition or results of operation of the Company and its subsidiaries
taken as a whole. 

4.2 Articles of Incorporation and By-Laws. The
complete and correct copies of the Company’s Articles and By-Laws, as amended or
restated to date, which have been filed with the SEC are a complete and correct
copy of such documents as in effect on the date hereof and as of the Closing
Date. 

4.3 Capitalization. 

4.3.1 The authorized and outstanding capital stock of the
Company as of December 31, 2009 is set forth in the Company’s Annual Report on
Form 10-K, filed on April 15, 2010 with the SEC. 

4.3.2 Except pursuant to this Agreement and as set forth in
Schedule 4.3 hereto, or as set forth in the Company’s SEC Documents, as of the
date hereof and as of the Closing Date, there are not now outstanding options,
warrants, rights to subscribe for, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into or exchangeable
for, shares of any class of capital stock of the Company, or agreements,
understandings or arrangements to which the Company is a party, or by which the
Company is or may be bound, to issue additional
shares of its capital stock or options, warrants, scrip or rights to subscribe for, calls or commitment of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of any class of its capital
stock. The Company agrees to inform the Investors in writing of any additional warrants granted prior to the Closing Date. 









4.3.3 The Company on the Closing Date will have full right, power, and authority to sell, assign, transfer, and deliver, by reason of record and beneficial ownership, to the Investor, the Common Stock hereunder, free and clear of all liens, charges,
claims, options, pledges, restrictions, and encumbrances whatsoever. 


4.4 Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Common Stock, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company is
necessary to authorize this Agreement or to consummate the transactions contemplated hereby except as disclosed in this Agreement. This Agreement, when duly executed and delivered by the Company, shall constitute the legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. 


4.5 No Conflict; Required Filings and Consents. The execution and delivery of this Agreement by the Company does not, and the performance by the Company of its obligations hereunder will not: (i) conflict with or violate the Articles
or By-Laws of the Company; (ii) conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this
Agreement and applicable to the Company; or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment,
acceleration or cancellation of, require payment under, or result  in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any of its properties or assets is bound. Excluding from each of the foregoing clauses are such violations, conflicts, breaches, defaults,
terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a Material Adverse Effect. 


4.6 Report and Financial Statements. The Company has previously provided to the Investor the financial statements of the Company for the three and twelve months ended December 31st, 2009 (the “Financial
Statements”). The balance sheets contained in the Financial Statements (including the related notes and schedules thereto) fairly presented the financial position of the Company, as of its date, and the statements of income and changes
in stockholders’ equity and cash flows or equivalent statements in the Financial Statements (including any related notes and schedules thereto) fairly presented, changes in stockholders’ equity and changes in cash flows, as
the case may be, of the Company, for the periods to which they relate, in each case in accordance with United States generally accepted accounting principles (“U.S. GAAP”) consistently applied during the periods involved,
except in each case as may be noted therein, subject to year-end audit adjustments in the case of unaudited statements. The books and records of the Company have been, and are being, maintained in all material respects in accordance with U.S. GAAP
and any other applicable legal and accounting requirements and reflect only actual transaction. 











4.7 Compliance with Applicable Laws. To the knowledge of the Company, the Company is not in violation of, or under investigation with respect to, or been given notice or been charged with, the violation of any Law of a governmental
agency, except for violations which individually or in the aggregate do not have a Material Adverse Effect.


4.8 Brokers. Except as set forth on Schedule 4.8, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or Commission in connection with the transactions contemplated by this Agreement based
upon arrangements made by or on behalf of the Company. 


4.9 SEC Documents. The Company acknowledges that the Company is a publicly held company and has made available to the Investor after demand true and complete copies of any requested SEC Documents. The Company has registered its Common
Stock pursuant to Section 12(g) of the 1934 Act, and the Common Stock is quoted and traded on the OTC Bulletin Board. The Company has received no notice, either oral or written, with respect to the continued quotation or trading of the Common
Stock on the OTC Bulletin Board. The Company has not provided to the Investor any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been
so disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 


4.10 Litigation. Except as set forth on Schedule 4.10, to the knowledge of the Company, no litigation, claim, or other proceeding before any court or governmental agency is pending or to the knowledge of the Company, threatened
against the Company, the prosecution or outcome of which may have a Material Adverse Effect. 


4.11 Subject to the accuracy of the Investors’ representations in Article V, the sale of the Common Stock by the Company to the Investors will not require registration under the 1933 Act, but may require registration under New York state
securities law if applicable to any of the Investors. The Company is issuing the Common Stock in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by Rule 506 under Regulation D as promulgated by
the SEC under the 1933 Act, and/or Section 4(2) of the 1933 Act, and any other exemption from registration available for this transaction; provided, however, that certain filings and registrations may be required under state securities “blue
sky” laws depending upon the residency of the Investor. 






4.12 No General Solicitation or Advertising in Regard to
this Transaction. Neither the Company nor any of its Affiliates nor, to
the knowledge of the Company, any Person acting on its or their behalf (i) has
conducted or will conduct any general solicitation (as that term is used in Rule
502(c) of Regulation D as promulgated by the SEC under the 1933 Act) or general
advertising with respect to the sale of the Common Stock or (ii) made any offers
or sales of any security or solicited any offers to buy any security under any
circumstances that would require registration of the Common Stock, under the
1933 Act, except as required herein. 

4.13 No Material Adverse Effect. Except as set
forth in Schedule 4.13 attached hereto, no event or circumstance resulting in a
Material Adverse Effect has occurred or exists with respect to the Company. No
material supplier or customer has given notice, oral or written, that it intends
to cease or materially reduce the volume of its business with the Company from
historical levels. Since December 31, 2009, no event or circumstance has
occurred or exists with respect to the Company or its businesses, properties,
prospects, operations or financial condition, that, under any applicable law,
rule or regulation, requires public disclosure or announcement prior to the date
hereof by the Company but which has not been so publicly announced or disclosed
in writing to the Investor. 

4.14 Material Non-Public Information. The Company
has not disclosed to the Investors any material non-public information that (i)
if disclosed, would reasonably be expected to have a material effect on the
price of the Common Stock or (ii) according to applicable law, rule or
regulation, should have been disclosed publicly by the Company prior to the date
hereof but which has not been so disclosed. 

4.15 Internal Controls And Procedures. The
Company maintains books and records and internal accounting controls which
provide reasonable assurance that (i) all transactions to which the Company or
any subsidiary is a party or by which its properties are bound are executed with
management's authorization; (ii) the recorded accounting of the Company's
consolidated assets is compared with existing assets at regular intervals; (iii)
access to the Company's consolidated assets is permitted only in accordance with
management's authorization; and (iv) all transactions to which the Company or
any subsidiary is a party or by which its properties are bound are recorded as
necessary to permit preparation of the financial statements of the Company in
accordance with U.S. GAAP. 

4.16 Full Disclosure. No representation or
warranty made by the Company in this Agreement and no certificate or document
furnished or to be furnished to the Investor pursuant to this Agreement contains
or will contain any untrue statement of a material fact, or omits or will omit
to state a material fact necessary to make the statements contained herein or
therein not misleading. 

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS 

Each of the Investors represents and warrants to the Company as
of the date hereof and as of the Closing Date as follows that: 









5.1 Organization and Standing of the Investor. The Investor is a corporation, partnership or limited liability company duly formed, validly existing and in good standing under the laws of the state of its formation. The state in
which any offer to purchase shares hereunder was made or accepted by such Investor is the state shown as such Investor’s address. The Investor was not formed for the purpose of investing solely in the Common Stock. 


5.2 Authorization and Power. The Investor has the requisite power and authority to enter into and perform this Agreement and to purchase the securities being sold to it hereunder. The execution, delivery and performance of this
Agreement by the Investor and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action and no other corporate proceedings on the part of the Investor is necessary
to authorize this Agreement or to consummate the transactions contemplated hereby except as disclosed in this Agreement. This Agreement has been duly executed and delivered by the Investor and at the Closing shall constitute valid and binding
obligations of the Investor enforceable against the Investor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or
similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application. 


5.3 No Conflicts. The execution, delivery and performance of this Agreement by the Investor does not, and the performance by the Investor of its obligations hereunder will not: (i) conflict with or violate the charter, bylaws or
operating agreement of the Investor; (ii) conflict with, breach or violate any federal, state, foreign or local law in effect as of the date of this Agreement and applicable to the Investor; (iii) result in any breach of, constitute a default (or an
event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance
on any of the properties or assets of the Investor pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Investor is a party or by which the Investor or
any of its properties or assets is bound. Excluding from each of the foregoing clauses are such violations, conflicts, breaches, defaults, terminations, accelerations, creations of liens, or incumbency that would not, in the aggregate, have a
Material Adverse Effect. The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of such
Investor’s obligations under this Agreement or to purchase the securities from the Company in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, the Investor is assuming and relying upon
the accuracy of the relevant representations and agreements of the Company herein. 


5.4 Financial Risks. The Investor acknowledges that such Investor is able to bear the financial risks associated with an investment in the securities being purchased by the Investor from the Company and that it has been given full
access to such records of the Company and the subsidiaries and to the officers of the Company and the subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. The Investor is capable of evaluating the risks
and merits of an investment in the securities being purchased by the Investor from the Company by virtue of its
experience as an investor and its knowledge, experience, and sophistication in financial and business matters and the Investor is capable of bearing the entire loss of its investment in the securities being purchased by the Investor from the
Company. 











5.5 Accredited Investor. The Investor is an “accredited investor” (as defined in Rule 501 of Regulation D), and the Investor has such experience in business and financial matters that it is capable of evaluating the merits
and risks of an investment in the securities of the Company. The Investor is not required to be registered as a broker-dealer under Section 15 of the 1934 Act and the Investor is not a broker-dealer. The Investor acknowledges that an investment in
the securities of the Company is speculative and involves a high degree of risk. 


5.6 Acquisition for Investment.  The Investor is purchasing the securities of the Company solely for its own account and not with a view to, or for sale in connection with, public sale or distribution thereof. The Investor does not
have a present intention to sell any of the securities of the Company, nor a present arrangement (whether or not legally binding) or intention to effect any distribution of any of the securities of the Company to or through any person or entity;
provided, however, that by making the representations herein, the Investor does not agree to hold the securities for any minimum or other specific term and reserves the right to dispose of the securities at any time in accordance with federal and
state securities laws applicable to such disposition. The Investor acknowledges that it (i) has such knowledge and experience in financial and business matters such that the Investor is capable of evaluating the merits and risks of Investor’s
investment in the Company, (ii) is able to bear the financial risks associated with an investment in the securities of the Company and (iii) has been given full access to such records of the Company and its subsidiaries and to the officers of the
Company and its subsidiaries as the Investor has deemed necessary or appropriate to conduct its due diligence investigation. 


5.7 Rule 144. The Investor understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption from registration is available. The Investor acknowledges that it is familiar
with Rule 144 of the rules and regulations of the SEC promulgated pursuant to the 1933 Act, and that the Investor has been advised that Rule 144 permits resales only under certain circumstances. The Investor understands that to the extent that Rule
144 is not available, the Investor will be unable to sell any Shares without either registration under the 1933 Act or the existence of another exemption from such registration requirement. 


5.8 Brokers. Except as set forth in Schedule 4.8, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or Commission in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Investor. 


5.9 Knowledge of Company. The Investor and such Investor’s advisors, if any, have been, upon request, furnished with all materials relating to the business, finances and operations of the Company and materials relating to
the offer and sale of the securities being purchased by the Investor from the Company. The Investor and such Investor’s advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and
satisfactory answers to any such inquiries. 






5.10 Risk Factors. The Investor
understands that such Investor’s investment in the securities being purchased by
the Investor from the Company involves a high degree of risk. The Investor
understands that no United States federal or state agency or any other
government or governmental agency has passed on or made any recommendation or
endorsement of the securities being purchased by the Investor from the Company.
The Investor warrants that such Investor is able to bear the complete loss of
such Investor’s investment in the securities being purchased by the Investor
from the Company. 

5.11 Full Disclosure. No representation or
warranty made by the Investor in this Agreement and no certificate or document
furnished or to be furnished to the Company pursuant to this Agreement contains
or will contain any untrue statement of a material fact, or omits or will omit
to state a material fact necessary to make the statements contained herein or
therein not misleading. Except as set forth or referred to in this Agreement,
Investor does not have any agreement or understanding with any person relating
to acquiring, holding, voting or disposing of any equity securities of the
Company. 

ARTICLE VI 

COVENANTS OF THE COMPANY 

6.1 Compliance with Laws. The Company hereby
agrees to comply in all material respects with the Company's reporting, filing
and other obligations under the Laws. 

6.2 Corporate Existence; Conflicting Agreements.
The Company will take all steps necessary to preserve and continue the corporate
existence of the Company (excluding a merger or related transaction). The
Company shall not enter into any agreement, the terms of which agreement would
restrict or impair the right or ability of the Company to perform any of its
obligations under this Agreement or any of the other agreements attached as
exhibits hereto. 

6.3 Stock Splits. All forward and reverse stock
splits shall effect all equity and derivative holders proportionately.


6.4 [Intentionally Omitted.]


6.5 Finance Manager / CFO. The Company must hire
a Finance Manager, or a Chief Financial Officer, (with US public company
experience) within forty-five (45) days post closing. At any time post
forty-five (45) days after closing if the Finance Manager or Chief Financial
Officer (with US public company experience) is no longer with the Company they
must hire a new candidate within forty-five (45) days post their departure.

6.6 Independent Directors. Within one hundred and
eighty (180) days after the Closing Date, the Company shall have caused the
appointment of the majority of the board of directors to be qualified
independent directors (of which two of them must be English speaking and have
prior experience with US public companies), as defined by the NASD, before
Closing.




6.7 National Exchange Listing. Within one hundred
and eighty (180) days post closing the Company must have sent in the necessary
paperwork to apply for a listing on the American Stock Exchange. If within one
hundred and eighty (180) days post closing the Company has not sent in the
necessary paperwork to the appropriate parties than the Company shall pay to the
Investors, pro rata, as liquidated damages and not as a penalty, an amount equal
to one percent (1%) of the Purchase Price per month, payable monthly in cash or
stock (based on the closing price of this transaction). 

6.8 Reverse Stock Split. Within ninety (90) days
post closing the Company must conduct a minimum of a six (6) for one (1) and
maximum of eight (8) for one (1) reverse stock split.

6.9 Public Communication. The Company must have a
program established for investor relations (IR) and public awareness (PR) with a
reputable and establish firm that is commensurate for a company listed on a
National Exchange. The Company must also commit to US road shows and
presentations to the U.S. investment community that is commensurate for a
company listed on a National Exchange. 

ARTICLE VII 

COVENANTS OF THE INVESTOR 

Each of the Investors covenants to the Company as follows: 

7.1 Compliance with Law. The Investor's trading
activities with respect to shares of the Common Stock will be in compliance with
all applicable state and federal securities laws, rules and regulations and
rules and regulations of any public market on which the Common Stock is
listed.

7.2 Transfer Restrictions. The Investor
acknowledges that (1) the Common Stock, has not been registered under the
provisions of the 1933 Act, and may not be transferred unless (A) subsequently
registered or (B) the Investor shall have delivered to the Company an opinion of
counsel, reasonably satisfactory in form, scope and substance to the Company, to
the effect that the Common Stock to be sold or transferred may be sold or
transferred pursuant to an exemption from such registration; and (2) any sale of
the Common Stock made in reliance on Rule 144 promulgated under the 1933 Act may
be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable, any resale of such securities under circumstances in which
the seller, or the person through whom the sale is made, may be deemed to be an
underwriter, as that term is used in the 1933 Act, may require compliance with
some other exemption under the 1933 Act or the rules and regulations of the SEC
thereunder. 

7.3 Restrictive Legend. The Investor
acknowledges and agrees that the Common Stock shall bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed
against transfer of any such securities): 

 




"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) AN OPINION OF COUNSEL SHALL BE DELIVERED TO THE COMPANY, IN A FORM
REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE SHARES TO BE SOLD
OR TRANSFERRED MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION." 

ARTICLE VIII 

CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS 

The obligation of the Company to consummate the transactions
contemplated hereby shall be subject to the fulfillment, on or prior to Closing
Date, of the conditions set forth below. These conditions are for the Company’s
sole benefit and may be waived by the Company at any time in it sole discretion.


8.1 Delivery of Purchase Price. The Purchase
Price shall have been delivered to the Company on the Closing Date. 

8.2 Delivery of Transaction Documents. The
Transaction Documents shall have been duly executed and delivered by the
Investor to the Company. 

8.3 No Termination. This Agreement shall not have
been terminated pursuant to Article X hereof. 

8.4 Representations True and Correct. The
representations and warranties of the Investor contained in this Agreement shall
be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect,
which shall be true and correct in all respects) as of the date when made and as
of the Closing Date, as though made at that time, except for representations and
warranties that are expressly made as of a particular date, which shall be true
and correct in all material respects (except for those representations and
warranties that are qualified by materiality or Material Adverse Effect, which
shall be true and correct in all respects) as of such date. 

8.5 Compliance with Covenants. The Investors
shall have performed, satisfied and complied in all material respects with all
covenants, agreements, and conditions required by this Agreement to be
performed, satisfied or complied by Investors prior to or at the Closing Date.


8.6 No Adverse Proceedings. On the Closing Date,
no action or proceeding shall be pending by any public authority or individual
or entity before any court or administrative body to restrain, enjoin, or
otherwise prevent the consummation of this Agreement or the transactions
contemplated hereby or to recover any damages or obtain other relief as a result
of the transactions proposed hereby. 




ARTICLE IX 

CONDITIONS PRECEDENT TO INVESTOR’S OBLIGATIONS 

The obligation hereunder of the Investors to purchase the
Common Stock and consummate the transactions contemplated by this Agreement is
subject to the satisfaction or waiver, on or prior to Closing Date, of the
conditions set forth below. These conditions are for the Investor’s sole benefit
and may be waived by the Investor at any time in it sole discretion. 

9.1 No Termination. This Agreement shall not have
been terminated pursuant to Article X hereof. 

9.2 Representations True and Correct. The
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects (except for those representations
and warranties that are qualified by materiality or Material Adverse Effect,
which shall be true and correct in all respects) as of the date when made and as
of the Closing Date, as though made at that time, except for representations and
warranties that are expressly made as of a particular date, which shall be true
and correct in all material respects (except for those representations and
warranties that are qualified by materiality or Material Adverse Effect, which
shall be true and correct in all respects) as of such date. 

9.3 Compliance with Covenants . The
Company shall have performed, satisfied and complied in all material respects
with all covenants, agreements, and conditions required by this Agreement to be
performed, satisfied or complied by it prior to or at the Closing Date. 

9.4 No Adverse Proceedings. On the Closing Date,
no action or proceeding shall be pending by any public authority or individual
or entity before any court or administrative body to restrain, enjoin, or
otherwise prevent the consummation of this Agreement or the transactions
contemplated hereby or to recover any damages or obtain other relief as a result
of the transactions proposed hereby.

ARTICLE X 

TERMINATION, AMENDMENT AND WAIVER 

10.1 Termination. This Agreement may be
terminated at any time prior to the Closing Date: 

10.1.1 by mutual written consent of the Investor and the
Company; 

10.1.2 by the Company upon a material breach of any
representation, warranty, covenant or agreement on the part of the Investor set
forth in this Agreement, or the Investor upon a material breach of any
representation, warranty, covenant or agreement on the part of the Company set
forth in this Agreement, or if any representation or warranty of the Company or
the Investor, respectively, shall have become untrue, in either case such that
any of the conditions set forth in Article VIII or Article IX hereof would not
be satisfied (a "Terminating Breach"), and such breach shall, if capable
of cure, not have been cured within five (5) business days after receipt by the
party in breach of a notice from the non-breaching party setting
forth in detail the nature of such breach. 




10.2 Effect of Termination. Except as otherwise
provided herein, in the event of the termination of this Agreement pursuant to
Section 10.1 hereof, there shall be no liability on the part of the Company or
the Investor or any of their respective officers, directors, agents or other
representatives and all rights and obligations of any party hereto shall cease.


10.3 Amendment. This Agreement may be amended by
the parties hereto any time prior to the Closing Date by an instrument in
writing signed by the parties hereto. 

10.4 Waiver. At any time prior to the Closing
Date, the Company and the Investors by mutual consent, may: (a) extend the time
for the performance of any of the obligations or other acts of other party or;
(b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto which have been made to it
or them; or (c) waive compliance with any of the agreements or conditions
contained herein for its or their benefit. Any such extension or waiver shall be
valid only if set forth in an instrument in writing signed by the party or
parties to be bound hereby. 

ARTICLE XI 

GENERAL PROVISIONS 

11.1 Transaction Costs. Except as otherwise
provided herein, each of the parties shall pay all of his or its costs and
expenses (including attorney fees and other legal costs and expenses and
accountants’ fees and other accounting costs and expenses) incurred by that
party in connection with this Agreement. 

11.2 Indemnification. The Investor agrees to
indemnify, defend and hold the Company (following the Closing Date) and its
officers and directors harmless against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities or damages, including
interest, penalties and reasonable attorney’s fees, that it shall incur or
suffer, which arise out of or result from any breach of this Agreement by such
Investor or failure by such Investor to perform with respect to any of its
representations, warranties or covenants contained in this Agreement or in any
exhibit or other instrument furnished or to be furnished under this Agreement.
The Company agrees to indemnify, defend and hold the Investor harmless against
and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities or damages, including interest, penalties and
reasonable attorney’s fees, that it shall incur or suffer, which arise out of,
result from or relate to any breach of this Agreement or failure by the Company
to perform with respect to any of its representations, warranties or covenants
contained in this Agreement or in any exhibit or other instrument furnished or
to be furnished under this Agreement. In no event shall the Company or the
Investors be entitled to recover consequential or punitive damages resulting
from a breach or violation of this Agreement nor shall any party have any
liability hereunder in the event of gross negligence or willful misconduct of
the indemnified party. In the event of a breach of this Agreement by either
party, the non-breaching party shall be entitled to pursue a remedy of specific performance upon tender into a court an amount equal to the
Purchase Price hereunder. The indemnification by each party to this Agreement
shall be limited to $100,000.





11.3 Headings. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. 

11.4 Entire Agreement. This Agreement (together
with the Schedule, Exhibits and documents referred to herein) constitutes the
entire agreement of the parties and supersedes all prior agreements and
undertakings, both written and oral, between the parties, or any of them, with
respect to the subject matter hereof.

11.5 Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
given (i) on the date they are delivered if delivered in person; (ii) on the
date initially received if delivered by facsimile transmission followed by
registered or certified mail confirmation; (iii) on the date delivered by an
overnight courier service; or (iv) on the third business day after it is mailed
by registered or certified mail, return receipt requested with postage and other
fees prepaid as follows: 

If to the Company: 

Sino Green Land Corporation 
6F No.
947 Qiao Xing Road 
Shi Qiao Town Pan Yu District 
Guangzhou, China 511400

Attn: Anson Fong 


With a copy to: 

Kramer Levin Naftalis & Frankel
LLP 
1177 Avenue of the Americas 
New York, New York 10036 
Facsimile
No.: (212) 715-9100 
Attn: Bill Huo, Esq. 


If to the Investors: 

Listed in Exhibit A 

11.6 Severability. If any term or other provision
of this Agreement is invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any such
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. 









11.7 Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal
representatives, heirs, successors and assignees.


11.8 Preparation of Agreement. This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation.  The parties acknowledge each contributed and is equally responsible for its
preparation. 


11.9 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to applicable principles of conflicts of law. 


11.10 Jurisdiction. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of New York. If any action is brought among the parties with respect to this Agreement or otherwise, by way of a
claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the Federal Courts serving the State of
New York. In the event suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the
arbitrator, trial court, and/or appellate court. 


11.11 Preparation and Filing of SEC filings. The Investor shall reasonably assist and cooperate with the Company in the preparation of all filings with the SEC after the Closing Date due after the Closing Date. 


11.12 Further Assurances, Cooperation. Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner
contemplated by this Agreement.  The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement. 


11.13 Third Parties. Except as disclosed in this Agreement, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the
parties hereto and their respective administrators, executors, legal representatives, heirs, successors and assignees.  Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to
this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement. 


11.14 Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any
breach of any representation, warranty, covenant or agreement herein, nor shall nay single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement
are cumulative to, and not exclusive of, any rights or remedies
otherwise available. 



11.15 Counterparts. This Agreement may be
executed in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement. A facsimile transmission of this signed Agreement shall be legal and
binding on all parties hereto.


[SIGNATURES ON FOLLOWING PAGE] 









IN WITNESS WHEREOF, the Investors and the Company have as of the date first written above executed this Agreement. 


SINO GREEN LAND CORPORATION 


________________________________

By: Anson Fong

Title: Chairman 




INVESTORS: