Exhibit
      10.1

    


     

    PURCHASE
      AGREEMENT

     

    This
      Purchase Agreement (this “Agreement”)
      is
      made as of December 12, 2007 by and among Lifang Chen (the “Seller”),
      the
      purchasers set forth on the signature pages hereto (each, a “Purchaser”
and
      collectively, the “Purchasers”) and Sutor Technology Group Limited, a Nevada
      corporation (the “Company”).

     

    WHEREAS,
      Seller desires to sell certain of her shares of the Company’s common stock, par
      value $0.001 per share (the “Common
      Stock”),
      to
      the Purchasers and the Purchasers’ desire to purchase such shares.

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Sections 4(1) and 4(2) of the Securities Act of 1933, as amended (the
“Securities
      Act”),
      the
      Seller desires to sell and transfer to each Purchaser the number of shares
      of
      Common Stock set forth on the Purchaser’s signature page hereto, which such
      shares of Common Stock were originally issued to the Seller by the Company
      (the
“Shares”)
      and
      each Purchaser desires to purchase the Shares from the Seller.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants contained in this Agreement
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Seller, the Company and the Purchasers hereby
      agree
      as follows:

     

    Section
      1. Agreement
      to Purchase.
      Each
      Purchaser hereby agrees to purchase, and the Seller hereby agrees to sell,
      the
      Shares set forth on each such Purchaser’s signature page pursuant to the
      conditions set forth herein. The purchase price per Share being sold to the
      Purchasers hereunder is $4.25 (the “Purchase
      Price”).
      Of
      the $4.25 Purchase Price per Share, $0.19125 per Share shall be payable to
      Roth
      Capital Partners, LLC (“Roth”)
      as a
      brokerage fee with respect to the transactions contemplated by this Agreement.
      Each of Roth and the Seller shall be paid directly out of the escrow account
      established for this transaction in accordance with the flow of funds memorandum
      attached hereto as Exhibit
      A.

     

    Section
      2. Closing;
      Delivery.
      

     

    a. The
      closing under this Agreement shall occur upon delivery of executed signature
      pages to this Agreement and all other documents, instruments and writings
      required to be delivered pursuant to this Agreement as provided in Sections
      2(b)
      and 2(c) to the offices of Bryan Cave LLP, 1290 Avenue of the Americas, New
      York, NY 10104 (the “Closing”)
      at
      10:00 a.m. (eastern time) on December 14, 2007 or at such other time and place
      on such date as the Purchasers and Seller may agree upon (the “Closing
      Date”).
      

     

    b. Following
      the execution of this Agreement, (i) the Seller will deliver to the Company’s
      transfer agent (A) the certificate representing the Shares together with all
      executed stock power and assignment documents which may be relevant in order
      to
      effectuate the transfer of the Shares to the Purchasers and (B) an opinion
      of
      counsel reasonably acceptable and addressed to the Company that the sale and
      transfer of the Shares pursuant to this Agreement to the Purchasers shall not
      require registration under applicable securities laws and (ii)
      each
      Purchaser will deliver to the Escrow Agent (as defined in that certain Escrow
      Agreement, dated as of the date hereof, by and among Roth, Seller and the Escrow
      Agent (the “Escrow
      Agreement”)),
      for
      deposit and disbursement in accordance with the Escrow Agreement, by wire
      transfer of immediately available funds to such accounts as designated by the
      Escrow Agent, a United States dollar amount equal to the product of the Purchase
      Price multiplied by the number of Shares set forth on such Purchaser’s signature
      page hereto. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    c. At
      the
      Closing, (i) the Seller will deliver, or cause to be delivered, to each
      Purchaser a facsimile copy of the certificate (in each case duly executed and
      dated by the Company) representing the Shares being purchased by such Purchaser
      in the name of each such Purchaser and (ii) the Escrow Agent will deliver to
      the
      Seller, by wire transfer of immediately available funds to such accounts as
      designated by the Seller, a United States dollar amount equal to the product
      of
      the Purchase Price (minus fees payable to Roth in accordance with Section 1),
      multiplied by the aggregate number of Shares sold to Purchasers hereunder (the
      “Sale
      Amount”).

     

    Section
      3. Representations
      and Warranties of each Purchaser.
      Each
      Purchaser, severally and not jointly, hereby represents and warrants to the
      Seller as follows:

     

    a. Intent.
      Such
      Purchaser is acquiring the Shares as principal for its own account and not
      with
      a current view to or for distributing or reselling such Shares, without
      prejudice, however, to such Purchaser’s right, at all times, to sell or
      otherwise dispose of all or any part of such Shares pursuant to an effective
      registration statement under the Securities Act or under an exemption from
      such
      registration and in compliance with applicable federal and state securities
      laws. Nothing contained herein shall be deemed a representation or warranty
      by
      any Purchaser to hold the Shares for any period of time. Such Purchaser is
      acquiring the Shares hereunder in the ordinary course of its business and does
      not have any agreement or understanding, directly or indirectly, with any person
      to distribute any of the Shares.

     

    b. Organization;
      Authority.
      Such
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with the requisite
      partnership power and authority to enter into and to consummate the transactions
      contemplated hereby and otherwise to carry out its obligations hereunder. The
      purchase by each such Purchaser of the Shares hereunder has been duly authorized
      by all necessary action on the part of such Purchaser. This Agreement has been
      duly executed by each such Purchaser, and when delivered by such Purchaser
      in
      accordance with the terms hereof, will constitute the valid and legally binding
      obligation of such Purchaser, enforceable against it in accordance with its
      terms,
      subject
      to applicable bankruptcy, reorganization, insolvency, moratorium or similar
      laws
      affecting creditors’ rights generally.

     

    c. Purchaser
      Status.
      Such
      Purchaser is an “accredited investor” as defined in Rule 501(a) under the
      Securities Act. Such Purchaser is not a registered broker-dealer under Section
      15 of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).

     

    d. Experience
      of such Purchaser.
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Shares, and has so evaluated the merits and risks of such investment.
      Such Purchaser is able to bear the economic risk of an investment in the Shares
      and, at the present time, is able to afford a complete loss of such
      investment.

     

    
      
         

      

      
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    e. General
      Solicitation.
      Such
      Purchaser is not purchasing the Shares as a result of any advertisement,
      article, notice or other communication regarding the Shares published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    f. Independent
      Investment Decision.
      Such
      Purchaser has independently evaluated the merits of its decision to purchase
      the
      Shares pursuant to this Agreement, and such Purchaser confirms that it has
      not
      relied on the advice of any other Purchaser’s business and/or legal counsel in
      making such decision. Such Purchaser has not relied on the business or legal
      advice of Roth Capital Partners, LLC or any of its agents, counsel or Affiliates
      (as defined below) in making its investment decision hereunder, and confirms
      that none of such persons has made any representations or warranties to
      Purchaser in connection with the transactions contemplated by this
      Agreement.

     

    g. Non-Public
      Information.
      Such
      Purchaser acknowledges that the Seller may have non-public information (which
      may or may not be relevant to such Purchaser’s consideration of an investment in
      the Shares) with respect to the Company which each Purchaser agrees need not
      be
      provided to him or her.

     

    h. Restricted
      Securities.
      Such
      Purchaser acknowledges that the Shares are “restricted securities” as defined in
      Rule 144 under the Securities Act.

     

    Section
      4. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to each Purchaser as
      follows:

     

    a. Authority.
      This
      Agreement has been duly executed by the Company, and when delivered by the
      Company in accordance with the terms hereof, will constitute the valid and
      legally binding obligation of the Company, enforceable against it in accordance
      with its terms,
      subject
      to applicable bankruptcy, reorganization, insolvency, moratorium or similar
      laws
      affecting creditors’ rights generally.

     

    Section
      5. Representations
      and Warranties of the Seller.
      The
      Seller hereby represents and warrants to each Purchaser as follows:

     

    a. Power
      and Authority.
      Such
      Seller has full authority and power to execute and deliver this Agreement and
      subject in part to the truthfulness of Purchasers’ representations herein, to
      sell and transfer the Shares
      to the
      Purchasers as provided herein. This Agreement has been duly executed and
      delivered by such Seller and constitutes the valid and binding obligation of
      such Seller enforceable against such Seller in accordance with its respective
      terms,
      subject
      to applicable bankruptcy, reorganization, insolvency, moratorium or similar
      laws
      affecting creditors’ rights generally.

     

    
      
         

      

      
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    b. Ownership.
      Seller
is
      the
      sole and exclusive owner, beneficially and
      of
      record, of the Shares,
      free
      and clear of any lien, encumbrance or pledge and, except for restrictions on
      transfer imposed by applicable securities laws, has the unconditional right
      to
      sell the Shares
      as
      contemplated by this Agreement. At
      the
      Closing, upon payment of the Purchase Price, the Purchasers will acquire all
      right, title and interest in the Shares,
      free
      and clear of any lien, encumbrance or pledge other than restrictions on transfer
      in accordance with applicable securities laws. Such Seller has held the
Shares
      continuously since the date such Shares
      were
      issued by the Company. Such
      Seller
      is
      not aware of any third party claims with respect to the Shares.

     

    c. Solicitation.
      At no
      time did such Seller present or solicit, by means of any publicly issued or
      circulated newspaper, mail, radio, television or other form of general
      advertising or solicitation, in connection with the offer, sale and purchase
      of
      the Shares.

     

    d. No
      Conflicts.
      The
      execution and delivery of this Agreement and the performance of its respective
      terms will not, with or without the giving of notice or the passage of time,
      conflict with, constitute a violation or breach of or result in a default under,
      result in the acceleration of, create in any party the right to accelerate,
      terminate, modify, or cancel or require any notice or consent under (a) any
      contract, security interest, or other arrangement to which such Seller is a
      party or by which such Seller or
      its
      property
      is bound
      or to which any of such Seller’s assets are subject, (b) any order, writ,
      injunction, award, decree, decision or ruling of any court, arbitrator or
      governmental or regulatory body against or binding such Seller
      or its
      property,
      or (c)
      any statute, law, rule or regulation of any jurisdiction to which Seller
or
      its
      property
      may be
      subject.

     

    Section
      6. Certain
      Obligations of the Parties.
      The
      Seller covenants and agrees to provide to the Purchasers and the Company any
      and
      all documents which may be reasonably required in order to effectuate the
      transactions contemplated by this Agreement, including, without limitation,
      the
      opinion of counsel referenced in Section 2 above. The Company will use its
      reasonable best efforts to prepare and file with the Securities and Exchange
      Commission a registration statement, including the prospectus, for an offering
      to be made on a continuous basis pursuant to Rule 415 of the Securities Act,
      on
      Form S-3 (or on such other form appropriate for such purpose) (collectively,
      the
“Registration
      Statement”)
      by the
      45th
      day
      following the Closing Date covering the resale by the Purchasers of the Shares
      and naming the Purchasers as Selling Stockholders therein. The Company will
      use
      its reasonable best efforts to cause the Registration Statement be declared
      effective under the Securities Act as
      soon as
      possible but, in any event, no later than 120 days following the Closing Date,
      and shall use its reasonable best efforts to keep the Registration Statement
      continuously effective during the entire Effectiveness Period. For purposes
      hereof, “Effectiveness Period” shall mean the period commencing on the date on
      which the Registration Statement is first declared effective by the Securities
      and Exchange Commission (the “Effective
      Date”)
      and
      ending on the earliest to occur of (a) the second anniversary of such Effective
      Date, (b) such time as all of the Shares covered by the Registration Statement
      have been publicly sold by the Purchasers pursuant to the Registration
      Statement, or (c) such time as all of the Shares covered by the Registration
      Statement may be sold by the Purchasers without volume restrictions pursuant
      to
      Rule 144 of the Securities Act, in each case as determined by the counsel to
      the
      Company pursuant to a written opinion letter to such effect, addressed and
      acceptable to the Company's transfer agent and the affected Purchasers. Each
      Purchaser covenants and agrees that it will comply with the prospectus delivery
      requirements of the Securities Act as applicable to it in connection with sales
      of Shares pursuant to the Registration Statement. Each Purchaser covenants
      and
      agrees that it will comply with federal and state securities laws applicable
      to
      it in connection with sales of Shares pursuant to the Registration
      Statement.

     

    
      
         

      

      
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    Section
      7. Conditions
      Precedent to the Obligation of the Seller to Sell the Shares on the Closing
      Date.
      The
      obligation hereunder of the Seller to sell the Shares to the Purchasers is
      subject to the satisfaction or waiver, on or before the Closing, of each of
      the
      conditions set forth below.

     

    a. This
      Agreement shall have been executed by the Purchasers and the Company and
      delivered to the Seller;

     

    b. The
      representations and warranties of each Purchaser shall be true and correct
      in
      all material respects as of the date when made and as of the Closing Date;
      and

     

    c. No
      statute, regulation, executive order, decree, ruling or injunction shall have
      been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

     

    Section
      8. Conditions
      Precedent to the Obligation of each Purchaser to Purchase the Shares on the
      Closing Date.
      The
      obligation hereunder of each Purchaser to purchase the Shares from the Seller
      is
      subject to the satisfaction or waiver, on or before the Closing, of each of
      the
      conditions set forth below.

     

    a. This
      Agreement shall have been executed by the Seller and the Company and delivered
      to each Purchaser;

     

    b. The
      representations and warranties of the Seller and the Company shall be true
      and
      correct in all material respects as of the date when made and as of the Closing
      Date;

     

    c. No
      statute, regulation, executive order, decree, ruling or injunction shall have
      been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement; and

     

    d. The
      Seller and 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 with by it at or prior to
      the
      Closing.

     

    Section
      9.  Indemnification.

     

    a. The
      Seller hereby agrees to indemnify and hold harmless each Purchaser and its
      respective officers, directors, shareholders, employees, agents and attorneys
      against any and all losses, claims, damages, liabilities and expenses incurred
      by each such person insofar as such losses, claims, demands, liabilities and
      expenses arise out of or are based upon any breach of any representation,
      warranty or agreement made by the Seller in this Agreement; provided,
      however,
      in no
      event shall the maximum aggregate liability of the Seller to each Purchaser
      pursuant to this Section 9 be in excess of the product of the Purchase Price
      (minus fees payable to Roth in accordance with Section 1) multiplied by the
      aggregate number of Shares purchased by such Purchaser hereunder.

     

    
      
         

      

      
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    b. The
      Seller hereby agrees to indemnify and hold harmless the Company and its
      respective officers, directors, shareholders, employees, agents and attorneys
      against any and all losses, claims, damages, liabilities and expenses incurred
      by each such person insofar as such losses, claims, demands, liabilities and
      expenses arise out of or are based upon (i) any breach of any representation,
      warranty or agreement made by the Seller in this Agreement; (ii) any violation
      or alleged violation by the Seller of the Securities Act, Exchange Act or any
      state securities law or any rule or regulation thereunder, in connection with
      the performance of her obligations under this Agreement; or (3) any untrue
      or
      alleged untrue statement of a material fact made by the Seller in the
      Registration Statement or in any amendment or supplement thereto, or arising
      out
      of or relating to any of the Seller’s omission or alleged omission to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, provided,
      however,
      in no
      event shall the maximum aggregate liability of the Seller to the Company
      pursuant to this Section 9 be in excess of the Sale Amount.

     

    c. Each
      Purchaser, severally and not jointly, hereby agrees to indemnify and hold
      harmless the Seller and her agents and attorneys against any and all losses,
      claims, damages, liabilities and expenses incurred by each such person insofar
      as such losses, claims, demands, liabilities and expenses arise out of or are
      based upon any breach of any representation, warranty or agreement made by
      such
      Purchaser in this Agreement; provided,
      however,
      in no
      event shall the maximum aggregate liability of such Purchaser to the Seller
      pursuant to this Section 9 be in excess of the product of the Purchase Price
      (minus fees payable to Roth in accordance with Section 1) multiplied by the
      aggregate number of Shares purchased by such Purchaser hereunder.

     

    Section
      10. Entire
      Agreement.
      This
      Agreement contains the entire understanding of the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements and understandings,
      oral or written, with respect to such matters. This Agreement may not be amended
      or any provision hereof waived in whole or in part, except by a written
      instrument signed by the parties hereto.

     

    Section
      11. Governing
      Law.
      This
      Agreement shall be governed and interpreted in accordance with the internal
      laws
      of the State of New York, without regard to the principles of conflicts of
      law
      thereof. Each party agrees that all legal proceedings concerning the
      interpretations, enforcement and defense of the transactions contemplated by
      this Agreement (each, a “Proceeding”)
      shall
      be commenced exclusively in the state and federal courts sitting in the City
      of
      New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereby irrevocably submits to the exclusive jurisdiction of the New York
      Courts for the adjudication of all Proceedings, and hereby irrevocably waives,
      and agrees not to assert in any Proceeding, any claim that it is not personally
      subject to the jurisdiction of any New York Court, or that any such New York
      Court is an inconvenient or improper forum for such Proceeding. Each party
      hereby irrevocably waives personal service of process and consents to process
      being served in any Proceeding by mailing a copy thereof via registered or
      certified mail or overnight delivery (with evidence of delivery) to such party
      at the address set forth on the signature page hereto and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. Each party hereby irrevocably
      waives, to the fullest extent permitted by applicable law, any and all right
      to
      trial by jury in any Proceeding. If there shall be commenced a Proceeding,
      then
      the prevailing party in such Proceeding shall be reimbursed by the adverse
      party
      or parties for its reasonable attorneys fees and other expenses incurred in
      connection therewith.

     

    
      
         

      

      
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    Section
      12. Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other parties, it being understood that all parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page were an original
      thereof.

     

    Section
      13. The
      Company’s Expenses.
      All
      fees and expenses incident to the Company’s performance of or compliance with
      its obligations under this Agreement shall be borne by the Seller.

     

    


     

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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

    


     

    SELLER

     

    ________________________________________

    Lifang
      Chen

    


    Address:
      c/o Sutor Technology Group Limited

     
      No. 8, Huaye Road, Dongbang Industrial Park

     
      Changshu, China, 215534 

     

    Facsimile:
      86-512-52687771

     

     

    PURCHASER

     

    ________________________________________

     

    By:_____________________________________

    Name:

    Title:

     

    Address: 

    


    Facsimile:

    Attn:

     

    Number
      of
      Shares being purchased:_____________

     

    
      SUTOR
        TECHNOLOGY GROUP LIMITED

      (FOR
        THE PURPOSE OF SECTIONS 4, 6, 9(b), 

      10,
        11, 12 AND 13 ONLY)

    

     

    By:_____________________________________

    Name:

    Title:

     

    Address:
      No. 8, Huaye Road, Dongbang Industrial Park

     Changshu,
      China, 215534 

    


    Facsimile:
      86-512-52687771

    Attn:
      Chief Executive Officer