exhibit101.htm


    
      
        

        

      

      Exhibit
10.1

      


       

      These
securities have not been registered with the United States Securities and
Exchange Commission or the securities commission of any state because they are
believed to be exempt from registration under Regulation D and/or Regulation S
promulgated under the Securities Act of 1933, as amended (the “Act”). The
foregoing authorities have not confirmed the accuracy or determined the adequacy
of this document. Any representation to the contrary is a criminal offense. This
subscription agreement shall not constitute an offer to sell nor a solicitation
of an offer to buy the securities in any jurisdiction in which such offer or
solicitation would be unlawful.

      


      These
securities are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Act, and applicable state
securities laws, pursuant to registration or exemption
therefrom.  Investors should be aware that they will be required to
bear the financial risks of this investment for an indefinite period of
time.  All offers and sales of the herein-described securities by
non-U.S. persons before the expiration of a period commencing on the date of the
closing of this offering and ending one year thereafter shall only be made in
compliance with Regulation S, pursuant to registration under the Act, or
pursuant to an exemption from registration, and all offers and sales after the
expiration of the one-year period shall be made only pursuant to registration or
an exemption from registration.  Hedging transactions involving these
securities may not be conducted unless in compliance with the Act.

       

      


      FORM OF OFFSHORE STOCK
PURCHASE AGREEMENT

      


      This
Offshore Stock Purchase Agreement (the “Agreement”) is entered into this ___ day
of ________, 2008 (the “Effective Date”), by and between SHOUREN ZHAO, a citizen
and resident of Nanjing, People’s Republic of China (“SELLER”) and
_____________________, a citizen and resident of the People’s Republic of China
(“PURCHASER”), with respect to shares of common stock of CHINA RUNJI CEMENT
INC., a Delaware corporation (“ISSUER”).

      


      WHEREAS,
PURCHASER desires to purchase _______________________ shares of restricted
common stock of ISSUER (the “Shares”); and

      


      WHEREAS,
SELLER agrees to deliver the Shares for the Consideration (as defined below) to
be paid by PURCHASER, subject to the terms and conditions set forth
below.

      


      NOW,
THEREFORE, for and in consideration of the mutual promises herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

      


      
        	
                1.

              	
                Purchase and
      Sale. On the basis of the representations and warranties herein
      contained, subject to the terms and conditions set forth herein, PURCHASER
      hereby agrees to purchase the Shares at a purchase price of ________ per
      share, for a total aggregate purchase price of ___________ (the
      “Consideration”), and  SELLER hereby agrees to sell the Shares
      to PURCHASER for such
Consideration.

              


      

      


      
        	
                2.

              	
                Closing. The
      closing of the purchase and sale contemplated by this Agreement (the
      “Closing”) shall occur upon the transfer of the Consideration to the
      SELLER by PURCHASER by check or wire transfer of funds. SELLER shall cause
      ISSUER to deliver the Shares to PURCHASER within 14 days of receiving full
      payment under this Agreement.

              


      

      


      
        	
                 
      

              	
                A.

              	
                Transactions
      and Document Exchange at Closing.  Prior to or at the Closing,
      the following transactions shall occur and documents shall be exchanged,
      all of which shall be deemed to occur
  simultaneously:

              


      

      


      
        	
                 
      

              	
                (1)
      by
      PURCHASER: PURCHASER shall deliver, or cause to be delivered, to
      SELLER: (a) the balance of the Consideration (if any); and (b) such other
      documents, instruments, and/or certificates, if any, as are required to be
      delivered pursuant to the provisions of this Agreement, or which are
      reasonably determined by the parties to be required to effectuate the
      transactions contemplated in this Agreement, or as otherwise may be
      reasonably requested by SELLER in furtherance of the intent of this
      Agreement;

              


      

      


      
        	
                 
      

              	
                (2)
      by
      SELLER: SELLER shall deliver, or cause the ISSUER to make the
      following to be delivered, to PURCHASER: (a) the Shares; and (b) such
      other documents, instruments, and/or certificates, if any, as are required
      to be delivered pursuant to the provisions of this Agreement, or which are
      reasonably determined by the parties to be required to effectuate the
      transactions contemplated in this Agreement, or as otherwise may be
      reasonably requested by PURCHASER in furtherance of the intent of this
      Agreement.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Post
      -Closing Documents.  From time to time after the Closing, upon
      the reasonable request of any party, the party to whom the request is made
      shall deliver such other and further documents, instruments, and/or
      certificates as may be necessary to more fully vest in the requesting
      party the Consideration or the Shares as provided for in this Agreement,
      or to enable the requesting party to obtain the rights and benefits
      contemplated by this Agreement.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                Private
      Offering. PURCHASER and SELLER both understand and agree that the
      purchase and sale of securities contemplated herein constitutes a private,
      arms-length transaction between a willing seller and willing buyer without
      the use or reliance upon a broker, distributor or securities
      underwriter.

              


      

      


      
        	
                 
      

              	
                A.

              	
                Purchase
      for Investment. Neither PURCHASER nor SELLER are underwriters of, or
      dealers in, the securities to be sold and exchanged
    hereunder.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Investment
      Risk. Because of ISSUER’s financial position and other factors as
      disclosed in ISSUER’s publicly filed reports with the SEC, the transaction
      contemplated by this Agreement may involve a high degree of financial
      risk, including the risk that one or both parties may lose its entire
      investment, and both parties hereby agree that they have each undertaken
      an independent evaluation of the risks associated with the Shares, and
      both parties understand those risks and are willing to accept the risk
      that they may be to bear the financial risks of this investment for an
      indefinite period of time.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Access
      to Information. PURCHASER and ISSUER and their advisors have been afforded
      the opportunity to discuss the transaction with legal and accounting
      professionals and to examine and evaluate the financial impact of the sale
      and exchange contemplated herein. PURCHASER has received and reviewed
      ISSUER’s most recent Form 10-KSB as amended, and quarterly reports on Form
      10-QSB for the most recent two quarters, all as filed with the SEC.
      PURCHASER acknowledges that it has been furnished with the information
      required to conform with the provisions of subparagraph (a)(5) of Rule
      15c2-11 of the Securities and Exchange
  Commission.

              


      

      


      
        	
                4.

              	
                Representations and
      Warranties of PURCHASER: PURCHASER hereby covenants and represents
      and warrants to SELLER that:

              


      

      


      
        	
                 
      

              	
                A.

              	
                Organization.
      PURCHASER is a citizen and resident of the People’s Republic of China. The
      execution and delivery of this Agreement and the consummation of the
      transaction contemplated in this Agreement have been, or will be prior to
      Closing, duly undertaken on the part of the PURCHASER.  This
      Agreement has been duly executed and delivered by PURCHASER and
      constitutes a binding and enforceable obligation of
    PURCHASER.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Third
      Party Consent. No authorization, consent, or approval of, or registration
      or filing with, any governmental authority or any other person is required
      to be obtained or made by PURCHASER in connection with the execution,
      delivery, or performance of this Agreement or the transfer of the Shares,
      or if any such is required, PURCHASER will have or will obtain the same
      prior to Closing.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Litigation.
      PURCHASER is not a defendant against whom a claim has been made or a
      judgment rendered in any litigation or proceedings before any local,
      state, or federal government, including but not limited to the United
      States, or any department, board, body, or agency
  thereof.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Authority.
      This Agreement has been duly executed by PURCHASER, and the execution and
      performance of this Agreement will not violate, or result in a breach of,
      or constitute a default in, any agreement, instrument, judgment, order, or
      decree to which PURCHASER is a party or to which the Consideration is
      subject.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Offshore
      Transaction. PURCHASER represents and warrants to SELLER as follows: (i)
      PURCHASER is not a “U.S. person” as that term is defined in Rule 902 of
      Regulation S; (ii) PURCHASER is not, and on the Closing date will not be,
      an affiliate of ISSUER; (iii) at the execution of this Agreement, as well
      as the time this transaction is or was due, PURCHASER was outside the
      United States, and no offer to purchase the Shares was made in the United
      States; (iv) PURCHASER agrees that offers and sales of the Shares shall
      not be made to U.S. persons unless the Shares are registered or a valid
      exemption from registration can be relied on under applicable U.S. state
      and federal securities laws; (v) PURCHASER is not a distributor or dealer;
      (vi) the transactions contemplated hereby have not been and will not be
      made on behalf of any U.S. person or pre-arranged by PURCHASER with a
      purchaser located in the United States or a purchaser which is a U.S.
      person, and such transactions are not and will not be part of a plan or
      scheme to evade the registration provisions of the Act; (vii) all offering
      documents received by PURCHASER include statements to the effect that the
      Shares have not been registered under the Securities Act of 1933 and may
      not be offered or sold in the United States or to U.S. Persons (other than
      distributors as defined in Regulation S) during the Restricted Period
      unless the Shares are registered under the Securities Act of 1933 or an
      exemption from registration is
available.

              


      

      


      The
foregoing representations and warranties are true and accurate as of the date
hereof, shall be true and accurate as of the date of the acceptance by SELLER of
PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge,
prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER,
that any such representations and warranties shall not be true and accurate in
any respect, PURCHASER prior to such acceptance, will give written notice of
such fact to SELLER specifying which representations and warranties are not true
and accurate and the reasons therefor.

      


      PURCHASER
agrees to fully indemnify, defend and hold harmless SELLER, his agents and
attorneys from and against any and all losses, claims, damages, liabilities and
expenses, including reasonable attorney's fees and expenses, which may result
from a breach of PURCHASER’s representations, warranties and agreements
contained herein.

      


      
        	
                 
      

              	
                F.

              	
                Accredited
      Investor. PURCHASER is an accredited investor as that term is defined in
      Rule 501(a) of Regulation D promulgated under the Act. PURCHASER further
      represents and warrants that the information as disclosed in “Exhibit A”
      attached hereto is true and
correct.

              


      

      


      
        	
                 
      

              	
                G.

              	
                Beneficial
      Owner. PURCHASER is purchasing stock for its own account or for the
      account of beneficiaries for whom PURCHASER has full investment discretion
      with respect to stock and whom PURCHASER has full authority to bind, so
      that each such beneficiary is bound hereby as if such beneficiary were a
      direct signatory hereunder, and all representations, warranties and
      agreements herein were made directly by such
  beneficiary.

              


      

       

      
        
          
          

        

        
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                H.

              	
                Directed
      Selling Efforts. PURCHASER will not engage in any activity for the purpose
      of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for any of the Shares sold
      hereunder. To the best of its knowledge, neither PURCHASER nor any person
      acting for PURCHASER has conducted any “directed selling efforts” as that
      term is defined in Rule 902 of Regulation
S.

              


      

      


      
        	
                 
      

              	
                I.

              	
                Independent
      Investigation; Access. PURCHASER, in electing to purchase the Shares
      herein, has relied solely upon independent investigation made by it and
      its representatives. PURCHASER has been given no oral or written
      representation or warranty from ISSUER other than as set forth in this
      Agreement. PURCHASER and its representatives, if any, have, prior to any
      sale to it, been given access and the opportunity to examine all material
      books and records of ISSUER, all material contracts and documents relating
      to ISSUER and this offering and an opportunity to ask questions of, and to
      receive answers from, ISSUER or any officer of ISSUER acting on its behalf
      concerning ISSUER and the terms and conditions of this offering. PURCHASER
      and its advisors, if any, have been furnished with access to all publicly
      available materials relating to the business, finances and operations of
      ISSUER and materials relating to the offer and sale of the Shares which
      have been requested. PURCHASER and its advisors, if any, have received
      complete and satisfactory answers to any such
  inquiries.

              


      

      


      
        	
                 
      

              	
                J.

              	
                No
      Government Recommendation or Approval. PURCHASER understands that no
      United States federal or state agency, or similar agency of any other
      country, has passed upon or made any recommendation or endorsement of the
      Shares, or this transaction.

              


      

      


      
        	
                 
      

              	
                K.

              	
                No
      Formation or Membership in “Group.”  PURCHASER is not part of a
      “group” as that term is defined under the Act.  PURCHASER is
      not, and does not intend to become, included with two or more persons
      acting as a partnership, syndicate, or other group for the purpose of
      acquiring, holding or disposing of securities of the
    Company.

              


      

      


      
        	
                 
      

              	
                L.

              	
                Hedging
      Transactions.  PURCHASER hereby agrees not to engage in any
      hedging transactions involving the securities described herein unless in
      compliance with the Act and Regulation S promulgated
      thereunder.

              


      

      


      
        	
                5.

              	
                Conditions Precedent
      to SELLER’S Closing. All obligations of SELLER under his Agreement,
      and as an inducement to SELLER to enter into this Agreement, are subject
      to PURCHASER’s covenants and agreements to each of the
      following:

              


      

      


      
        	
                 
      

              	
                A.

              	
                Acceptance
      of Documents. All instruments and documents delivered to SELLER pursuant
      to this Agreement or reasonably requested by SELLER to verify the
      representations and warranties of PURCHASER herein, shall be satisfactory
      to SELLER and its legal counsel.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Representations
      and Warranties. The representations and warranties by PURCHASER set forth
      in this Agreement shall be true and correct at and as of the Closing date,
      with the same force and effect as though made at and as of the date
      hereof, except for changes permitted or contemplated by this
      Agreement.

              


      

      


      
        	
                 
      

              	
                C.

              	
                No
      Breach or Default. PURCHASER shall have performed and complied with all
      covenants, agreements, and conditions required by this Agreement to be
      performed or complied with by it prior to or at the
    Closing.

              


      

      


      
        	
                6.

              	
                Termination.
      This Agreement may be terminated at any time prior to the date of Closing
      by either party if (a) there shall be any actual or threatened action or
      proceeding by or before any court or any other governmental body which
      shall seek to restrain, prohibit, or invalidate the transaction
      contemplated by this Agreement, and which in the judgment of such party
      giving notice to terminate and based upon the advice of legal counsel
      makes it inadvisable to proceed with the transaction contemplated by this
      Agreement, or (b) if this Agreement has not been approved and properly
      executed by the parties by August 15,
2008.

              


      

      


      
        	
                7.

              	
                Restrictive
      Legend. PURCHASER agrees that the Shares shall bear a restrictive
      legend to the effect that transfer is prohibited except in accordance with
      the provisions of Regulation S, pursuant to registration under the Act, or
      pursuant to an available exemption from registration, and that hedging
      transactions involving those securities may not be conducted unless in
      compliance with the Act.

              


      

      


      
        	
                8.

              	
                ISSUER’s Obligation to
      Refuse Transfer. Pursuant to Regulation S promulgated under the
      Act, SELLER hereby agrees to cause ISSUER to refuse to register any
      transfer of the Shares not made in accordance with the provisions of
      Regulation S, pursuant to registration under the Act, or pursuant to an
      available exemption from
registration.

              


      

       

      
        
          
          

        

        
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                9.

              	
                Miscellaneous.

              


      

      


      
        	
                 
      

              	
                A.

              	
                Valid
      Execution. This Agreement has been validly
  executed.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Notices.
      Any notice under this Agreement shall be deemed to have been sufficiently
      given if sent by registered or certified mail, postage prepaid, or by
      express mail service substantially equivalent to Federal Express,
      addressed as follows:

              


      

      


      
        	
                To
      PURCHASER:

              	
                _____________________

              


      

      
        	
                 
      

              	
                _____________________

              


      

      
        	
                 
      

              	
                _____________________

              


      

      _____________________

      


      


      
        	
                To
      SELLER:

              	
                Shouren
      Zhao, Chairman

              


      

      China
Runji Cement Inc.

      Xian
Zhong Town, Han Shan County

      Chao Hu
City, PRC

      


      
        	
                 
      

              	
                C.

              	
                Entire
      Agreement. This Agreement constitutes the entire agreement among the
      parties hereto with respect to the subject matter hereof and supersedes
      any and all prior or contemporaneous representations, warranties,
      agreements and understandings in connection therewith. This Agreement may
      be amended only by a writing executed by all parties
    hereto.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Severability.
      If a court of competent jurisdiction determines that any clause or
      provision of this Agreement is invalid, illegal or unenforceable, the
      other clauses and provisions of the Agreement shall remain in full force
      and effect and the clauses and provisions which are determined to be void,
      illegal or unenforceable shall be limited so that they shall remain in
      effect to the extent permissible by
law.

              


      

      


      
        	
                 
      

              	
                E.

              	
                Assignment.
      None of the parties hereto may assign this Agreement without the express
      written consent of the other parties and any approved assignment shall be
      binding on and inure to the benefit of such successor or, in the event of
      death or incapacity, on assignor’s heirs, executors, administrators,
      representatives, and successors.

              


      

      


      
        	
                 
      

              	
                F.

              	
                Applicable
      Law. This Agreement has been negotiated and is being contracted for in the
      People’s Republic of China.  It shall be governed by and
      interpreted in accordance with the laws of the People’s Republic of China,
      regardless of any conflict-of-law provision to the
    contrary.

              


      

      


      
        	
                 
      

              	
                G.

              	
                Attorney’s
      Fees. If any legal action or other proceeding (including but not limited
      to binding arbitration) is brought for the enforcement of or to declare
      any right or obligation under this Agreement or as a result of a breach,
      default or misrepresentation in connection with any of the provisions of
      this Agreement, or otherwise because of a dispute among the parties
      hereto, the prevailing party will be entitled to recover actual attorney’s
      fees (including for appeals and collection and including the actual cost
      of in-house counsel, if any) and other expenses incurred in such action or
      proceeding, in addition to any other relief to which such party may be
      entitled.

              


      

       

      
        	
                 
      

              	
                H.

              	
                Counterparts
      and Facsimile. This Agreement may be executed in any number of identical
      counterparts (except as to signature only), each of which may be deemed an
      original for all purposes. A fax, telecopy or other reproduction of this
      instrument may be executed by one or more parties hereto and such executed
      copy may be delivered by facsimile or similar instantaneous electronic
      transmission device pursuant to which the signature of or on behalf of
      such party can be discerned as legible, and such execution and delivery
      shall be considered valid, binding and effective for all
      purposes.

              


      

      


      


      
        
          
          

        

        
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        IN
WITNESS WHEREOF, the parties have executed this agreement
below.

      

       

      
        	
                PURCHASER:

              


      

      


      
        	
                _____________________________________

              


      

      


       

      /s/                                                    


      (In His/Her Individual
Capacity)

       

       

       

      SELLER:

       

      SHOUREN
ZHAO

      


       

      /s/ Shouren
Zhao

      (In His
Individual Capacity)

      


       

      
 

      
        
           


        

        
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      EXHIBIT
"A"

      


      PURCHASER
REPRESENTATIONS LETTER

      


      Shouren
Zhao, Chairman

      China
Runji Cement Inc.

      Xian
Zhong Town, Han Shan County

      Chao Hu
City, People’s Republic of China

      


      Dear
Sir:

      


      The
undersigned, ________________, intends to purchase ___________________________
shares (the “Shares”) of common stock of China Runji Cement Inc. (the “Company”)
from you in a transaction that is exempt from registration under the United
States Securities Act of 1933, as amended (the “Securities Act”).

      


      The
undersigned represents and warrants as follows:

      


      (1)           The
offer to purchase the Shares was made to him outside of the United States, while
the undersigned was, and is now, outside the United States;

      


      (2)           The
undersigned is not a U.S. Person (as such term is defined in Section 902(a) of
Regulation S ("Regulation S") promulgated under the Securities Act; and he/she
is purchasing the Shares for his/her own account and not for the account or
benefit of any U.S. person;

      


      (3)           All
offers and sales by the undersigned of the Shares shall be made pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act;

      


      (4)           The
undersigned is familiar with and understands the terms and conditions and
requirements contained in Regulation S;

      


      (5)           The
undersigned has not engaged in any "directed selling efforts" (as such term is
defined in Regulation S) with respect to the Shares; and

      


      (6)           The
undersigned is purchasing the Shares with investment intent and at present does
not have the intent to sell, dispose of, or otherwise transfer, the
Shares.

      


      Dated
this ____________, 2008

      


      


      By: /s/                                                                      


             Name:
___________________________

      



      
        
           


        

        
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