cdiiex10-3.htm


     

    
      

      

    

    

      STOCK
PURCHASE AGREEMENT

      


      


      Seller:

      


      Marc
Siegel

      943 Lake
Wyman Road

      Boca
Raton, FL 33431

      


      


      THIS
STOCK PURCHASE AGREEMENT (the “Agreement”) is made this January 23, 2009 between
Marc Siegel (the “Seller” or “Siegel”), and China Direct, Inc., referred to as
the (the “Purchaser”).

      


      W
I T N E S S E T H:

      


      WHEREAS,
Seller owns directly 4,400,000 shares of China Direct, Inc. common stock, par
value $0.0001 per share (the “Common Stock”); and

      


      WHEREAS,
the Purchaser desire to purchase an aggregate of 1,500,000 shares of Common
Stock of China Direct, Inc. (the “Shares”) from the Seller on the terms and
conditions set forth in this Agreement; and

      


      WHEREAS,
the Seller desires to sell the Shares to the Purchaser on the terms and
conditions set forth in this Agreement; and

      


      NOW,
THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Seller and the PurchaserPurchaser hereby agree as
follows:

      


      1. Incorporation
by reference.  The above recitals are herein incorporated by
reference.

      


      2. Purchase
and Sale.  The Purchaser shall purchase from Seller, and the Seller
shall sell to the Purchaser, the Shares on the terms and conditions of this
Agreement.

      


      3. Consideration/Purchase
Price.  In consideration of the transfer by Seller of the Shares to
the Purchaser, the Purchaser shall deliver to the Seller the purchase price of
One Million Six Hundred Fifty Thousand Dollars ($1,650,000) ($1.10 per Share)
representing payment for the Shares which shall be transferred on the date
hereof.

      


      4. Obligations
of Seller.  Upon the date hereof, Seller shall deliver to the
Purchaser or its designees, the Shares.

      


      5. Obligations
of the Purchaser.  Upon the date hereof, the Purchaser shall deliver
to the Seller the Purchase Price pursuant to the terms of Section 3 of this
Agreement.

      


      6. Closing
and Condition to Closing.  Closing. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall take place on or before
January 23, 2009 (the “Closing Date”).

      


      7. Representations
and Warranties of the Purchaser.


      
        
           


        

        
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          A. 
Authority of the Purchaser; Execution of Agreement.  The Purchaser
have all requisite power, authority, and capacity to enter into this Agreement
and to perform the transactions and obligations to be performed by them
hereunder.  No consent, authorization, approval, license, permit or
order of, or filing with, any person or governmental authority is required in
connection with the execution of the transactions and obligations to be
performed by them hereunder.  This Agreement has been duly executed
and delivered by the Purchaser and constitutes a valid and legally binding
obligation of the Purchaser, enforceable in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws.

       

          B. The
Purchaser is an experienced and sophisticated investors, able to fend for itself
in the transactions contemplated by this Agreement, and has such knowledge and
experience in financial and business matters that it is capable of evaluating
the risks and merits of acquiring the Shares.

      


      8. Notices.  All
notices or other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given if physically delivered;
delivered by overnight delivery, confirmed telecopy, telegram or courier; or
three days after having been deposited in the United States Mail, as certified
mail with return receipt requested and with postage prepaid, addressed to the
recipient at the address listed at the top of the first page of this
Agreement.  Any of the foregoing addresses may be changed by giving
notice of such change in the foregoing manner, except that notices for changes
of address will be effective only upon receipt.

      


      9. Miscellaneous.

      


      A. Assurances.  All
parties hereto shall execute and deliver such other instruments and do such
other acts as may be necessary to carry out the intent and purposes of this
Agreement.

      


      B. Entire
Agreement.  This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof.  It
supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.

      


      C. Amendment.  This
Agreement may not be amended, supplemented or modified in whole or in part
except by an instrument in writing signed by the party or parties against whom
enforcement of any such amendment, supplement or modification is
sought.

      


      D. Choice of
Law.  This Agreement will be interpreted, construed and enforced in
accordance with the laws of the State of Florida.

      


      E. Effect of
Waiver.  The failure of any party at any time or times to require
performance of any provision of this Agreement will in no manner affect the
right to enforce the same.  The waiver by any party of any breach of
any provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.

      


      F. Non-Public
Information.  China Direct, Inc. represents that neither it nor any
other person acting on its behalf has provided Siegel with any information that
it believes constitutes material non-public information.  China
Direct, Inc. agrees that neither it nor any other person acting on its behalf
will provide Siegel with any information that it believes constitutes material
non-public information, unless prior thereto Siegel shall have agreed in writing
to receive such information.

      



      
        
           


        

        
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        G.  Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained
herein.

        


        H.           Enforcement.  Should
it become necessary for any party to institute legal action to enforce the terms
and conditions of this Agreement, the successful party will be awarded
reasonable attorneys' fees at all trial and appellate levels, expenses and
costs.  Venue for any such action, in addition to any other venue
permitted by statute, will be in Broward County, Florida.

        


        I.      Binding
Nature.  This Agreement will be binding upon and will inure to the
benefit of any successor or successors of the parties to this
Agreement.

        


        J.      Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be
deemed an original and all of which together will constitute one and the same
instrument.

        


        K.           Construction.  This
Agreement shall be construed within the fair meaning of each of its terms and
not against the party drafting the document.

      

       

      The
parties, as evidenced by their signatures below, acknowledge that this Agreement
has been presented to their attorneys and that their attorneys have had the
opportunity to review and explain to them the terms and provisions of the
Agreement, and that they fully understand those terms and
provisions.

      


      IN
WITNESS WHEREOF, the parties have respectively caused this Agreement to be
executed on January 23, 2009.

       

       

      
        
          
            	
                    Purchaser:

                     

                    China Direct, Inc.

                    (Purchaser)

                     

                    Authorized Officer

                     

                    By: Yuejian Wang, Ph.D., Chief Executive
      Officer

                    (print
      name)

                     

                    /s/ Yuejian
      Wang

                    (sign
      name)                                                               

                     

                    431
      Fairway Drive

                    Deerfield
      Beach, FL 33411

                    954.363.7333
      Phone

                    954.363.7320
      Fax

                     

                  	
                    Seller:  Marc
      Siegel

                     

                    Marc Siegel

                    (print
      name)

                     

                      /s/ Marc Siegel

                    (sign
      name)

                     

                    943
      Lake Wyman Road

                    Boca
      Raton, FL 33431

                     

                  


          

        

      

      



      
        
           


        

        
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