Exhibit 10.1 - 12% Secured Note Purchase Agreement






Exhibit 10.1

12% SECURED NOTE PURCHASE AGREEMENT

    THIS 12% SECURED NOTE PURCHASE
AGREEMENT,  dated as of October 5, 2005 (this "Agreement"),
is entered into by and among CHINA GRANITE CORPORATION, a Nevada corporation
(the "Company") and ____________________________,(the
"Purchaser").


RECITALS:

    WHEREAS, the Company and the
Purchaser are executing and delivering this Agreement in reliance upon the
exemptions from registration provided by Regulation D ("Regulation
D") promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Securities Act")
and/or Section 4(2) of the Securities Act;


    WHEREAS, the Purchaser wish to
purchase, and the Company wishes to sell and issue to the Purchaser, upon the
terms and subject to the conditions stated in this Agreement, an aggregate of
$_____________ in principal amount of the Company's 12% Secured Notes due October
4, 2006 in the form attached hereto as Exhibit A (the "Notes")

    WHEREAS, the Notes are secured by a security agreement dated
as of October 5, 2005 and attached hereto as Exhibit B (the "Security
Agreement"):


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


AGREEMENTS:

	AGREEMENT TO PURCHASE; CLOSING



    (a) Purchase of Notes. Subject
to the terms and conditions set forth herein, the Company hereby agrees to issue
and sell to the Purchaser, and the Purchaser hereby agrees to purchase the Notes
from the Company for the aggregate purchase price of $37,500.00 (the "Purchase
Price").

    (b) Closing. The closing (the
"Closing") of the purchase and sale of the Notes will take
place at the offices of the Purchaser on October 5, 2005, or at such other place
and time as may be mutually agreed by the Purchaser and the Company. The date of
the Closing is referred to herein as the "Closing Date." At the
Closing, the Company will deliver to the Purchaser the Notes in exchange the
Purchase Price.

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        REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION;
    INDEPENDENT INVESTIGATION



  
    Each of the Purchaser hereby represents
and warrants to the Company as to itself only that:

    (a) Accredited Investors. Such
Purchaser is: (i) experienced in making investments of the kind
contemplated by this Agreement; (ii) able, by reason of business and
financial experience, to protect its own interests in connection with the
transactions contemplated by this Agreement; (iii) able to afford the
entire loss of its investment in the Notes; (iv) an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D; and (v)
not a broker-dealer or an affiliate of a broker-dealer as such terms are defined
in the Securities Exchange Act of 1934, as amended (the "Exchange Act").

    (b) No Public Distribution. Such
Purchaser is acquiring the Notes for its own account, for investment purposes
only, and not with a present view towards the public sale or distribution
thereof, except pursuant to a sale or sales that are registered under the
Securities Act or exempt from such registration. Such Purchaser has not been
organized for the purpose of investing in securities of the Company, although
such investment is consistent with its purposes.

    (c) Subsequent Offers and Sales.
All subsequent offers and sales of the Notes by such Purchaser shall be made
pursuant to an effective registration statement under the Securities Act or
pursuant to an applicable exemption from such registration; with any offers and
sales which are being made pursuant to an applicable exemption from registration
being accompanied by a legal opinion obtained by such Purchaser, which legal
opinion shall be reasonably satisfactory to the Company and the Company's
legal counsel.

    (d) Accuracy of Purchaser's
Representations and Warranties. Such Purchaser understands that the Notes
are being offered and sold to it in reliance upon exemptions from the
registration requirements of the United States federal securities laws, and that
the Company is relying upon the truth and accuracy of such Purchaser's
representations and warranties contained in this Agreement, the Notes and the
Security Agreement (the "Transaction Documents") and any ancillary
documents thereto, as applicable, and such Purchaser's compliance with the
Transaction Documents and any ancillary documents thereto, in order to determine
the availability of such exemptions and the eligibility of such Purchaser to
acquire the Notes in accordance with the terms and provisions of the Transaction
Documents.

    (e) Financial Information. Such
Purchaser: (i) has been provided with and has reviewed all requested information
concerning the business of the Company, including, without limitation, the
Company's audited financial statements for the fiscal year ended December 31,
2004 and the Company's subsidiaries' audited financial statements for the
fiscal year ended December 31, 2004 (the "China Subsidiaries'
Financials") and (ii) has had all requested access to the management of
the Company and has had the opportunity to ask questions of the management of
the Company.

    (f) Capacity and Authority. Such
Purchaser has the requisite capacity and authority to execute, deliver and
perform each of the Transaction Documents and any and all ancillary documents
thereto and to consummate the transactions contemplated thereby.

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    (g) Due Execution. This
Agreement and the other Transaction Documents, and any ancillary documents
thereto and the transactions contemplated hereby and thereby that have been
executed and delivered by such Purchaser, have been duly and validly authorized
by such Purchaser and such agreements, when executed and delivered by each of
the other parties thereto will each be a valid and binding agreement of such
Purchaser, enforceable against such Purchaser in accordance with their
respective terms, except to the extent that enforcement of such agreements may
be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and to general principles of equity.

    (h) Brokers. Such Purchaser has
not employed, engaged or retained, or otherwise incurred any liability to, any
person as a broker, finder, agent or other intermediary in connection with the
transactions contemplated herein.

    (i) No General Solicitation.
Such Purchaser has not learned of the investment in the Notes as a result of any
public advertising or general solicitation.


	
     REPRESENTATIONS AND WARRANTIES OF
THE COMPANY




    The Company hereby represents and
warrants to such Purchaser that:

    (a) Organization. The Company is
a corporation duly organized and validly existing under the laws of the State of
Nevada. Each of the Company's subsidiaries is a corporation duly organized and
validly existing under the laws of its respective jurisdiction of incorporation.
Each of the Company and its subsidiaries is duly qualified as a foreign
corporation in all jurisdictions in which the failure to so qualify would have a
Material Adverse Effect (as hereinafter defined) on the Company. All of the
outstanding capital stock of the Company's subsidiaries is owned either
directly or indirectly by the Company. The Company and its subsidiaries have all
requisite corporate power and authority, and hold all licenses, permits and
other required authorizations from governmental authorities, necessary to
conduct their business as it is now being conducted or proposed to be conducted
and to own or lease their properties and assets as they are now owned or held
under lease.

    (b) Capitalization. On the date
hereof, the authorized capital of the Company consists of 25,000,000 shares of
Common Stock and 5,000,000 shares of preferred stock, $.001 par value per share
("Preferred Stock"). 

   (c) Legality. The Company has
the requisite corporate power and authority to enter into each of the
Transaction Documents and to issue and deliver the Notes.

   (d) Due Execution. The
Transaction Documents, and the transactions contemplated thereby, have been duly
and validly authorized by the Company. The Transaction Documents have been duly
executed and delivered by the Company and are each the legal, valid and binding
agreement and obligation of the Company, enforceable in accordance with their
respective terms, except to the extent that enforcement of such agreement may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and to general principles of equity.

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   (e) Non-contravention. The
execution and delivery of the Transaction Documents, and the consummation by the
Company of the transactions contemplated thereby, does not (i) result in a
violation of either the Certificate of Incorporation or By-laws of the Company,
or (ii) constitute a default under (or an event which with notice or lapse of
time or both could become a default) or give to others any rights of
termination, amendment or cancellation of, any material agreement, indenture or
instrument to which the Company is a party unless the same shall have been
waived or consented to by the other party, or result in a violation of any law,
rule, regulation, order, judgment or decree (foreign or domestic and including
federal and state securities laws and regulations) applicable to the Company or
by which any material property or asset of the Company is bound or affected
other than any of the foregoing which would not have a Material Adverse Effect
(as hereinafter defined).

   (f) Approvals. No authorization,
approval or consent of any court, governmental body, regulatory agency,
self-regulatory organization, stock exchange or market or the stockholders of
the Company are required to be obtained by the Company for the entry into or the
performance of the Transaction Documents.

   (g) SEC Filings; Financial
Statements. The Company has received an SEC comment letter dated September
8, 2005 and except for those deficiencies contained in such comment letter or
any subsequent comment letter and all such comments have been cleared by the
Company to the satisfaction of the SEC, the Company represents and warrants as
follows with respect to their SEC filings and financial statements:


  
    (1) The Company has filed, and as
    of the Closing will have filed, all required reports, schedules, forms,
    statements and other documents (including exhibits and all other information
    incorporated by reference) required to be filed by it with the SEC since
    2002. The Company has made available to the Purchaser all such reports,
    schedules, forms, statements and other documents in the form filed with the
    SEC. All such required reports, schedules, forms, statements and other
    documents (including those that the Company may file subsequent to the date
    of this Agreement), as amended, are referred to herein as the "SEC
    Reports." As of their respective dates, the SEC Reports (i) were
    prepared in accordance and complied in all material respects with the
    requirements of the Securities Act or the Exchange Act, as the case may be,
    and the rules and regulations of the SEC there under applicable to such SEC
    Reports, and (ii) did not at the time they were filed 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 except
    to the extent corrected prior to the date of this Agreement by a
    subsequently filed SEC Report. None of the Company's subsidiaries is
    required to file any forms, reports or other documents with the SEC.

    (2) Each of the consolidated
    financial statements (including, in each case, any related note thereto)
    contained in the SEC Reports (the "Financials"), including
    each SEC Report filed after the date of this Agreement until the Closing: (i)
    complied as to form in all material respects with the published rules and
    regulations of the SEC with respect thereto, (ii) was prepared in accordance
    with U.S. generally accepted accounting principles ("GAAP"),
    consistently applied and (iii) fairly presented in all material respects the
    consolidated financial position of the Company and its consolidated
    subsidiaries as at the respective dates thereof and the consolidated results
    of the Company's operations and cash flows for the periods indicated.

  



    -4-




  
    The balance sheet of the Company contained in the SEC
    Reports as of June 30, 2004 is hereinafter referred to as the "Balance
    Sheet." Except as disclosed in the Financials, since the date of
    the Balance Sheet and through the date of this Agreement, neither the
    Company nor any of its subsidiaries has any liabilities required under GAAP
    which, individually or in the aggregate, would be reasonably expected to
    have a Material Adverse Effect on the Company, except for liabilities
    incurred since the date of the Balance Sheet in the ordinary course of
    business consistent with past practices and liabilities incurred pursuant to
    this Agreement.

  



   (h) Undisclosed Liabilities. The
Company has no material obligation or liability (whether accrued, absolute,
contingent, unliquidated, or otherwise, whether due or to become due) arising
out of transactions entered into at or prior to the Closing of this Agreement,
or any action or inaction at or prior to the Closing of this Agreement, or any
state of facts existing at or prior to the Closing of this Agreement, except
liabilities incurred in the ordinary course of business.

   (i) Absence of Certain Changes.
There
has been no material adverse change in the business, properties, financial
condition or results of operations of the Company and its subsidiaries, taken as
a whole (each, a "Material Adverse Effect").

   (j) Insurance. The Company and
its subsidiaries maintain property and casualty, general liability, personal
injury and other similar types of insurance that are reasonably adequate and
consistent with industry standards and historical claims experience. The Company
and its subsidiaries have not received notice from, and have no knowledge of any
threat by, any insurer (that has issued any insurance policy to the Company or
its subsidiaries) that such insurer intends to deny coverage under or cancel,
discontinue or not renew any insurance policy covering the Company or any of its
subsidiaries presently in force.

   (k) Compliance with Law. To the
knowledge of the Company, the Company and its subsidiaries have complied in all
material respects with all applicable statutes and regulations of the United
States and of all states, municipalities and applicable agencies and foreign
jurisdictions or bodies in respect of the conduct of its business and
operations, and the failure, if any, by the Company or its subsidiaries to have
fully complied with any such statute or regulation has not resulted in a
Material Adverse Effect.

   (l) Absence of Litigation. To
the knowledge of the Company, there is no action, suit, formal inquiry or
investigation, or proceeding before or by any court, public board or body
pending or, to the knowledge of the Company or any of its subsidiaries,
threatened, against or affecting the Company or any of its subsidiaries, in
which an unfavorable decision, ruling or finding would have a Material Adverse
Effect or adversely affect the transactions contemplated by the Transaction
Documents or the validity or enforceability of, or the authority or ability of
the Company to perform its obligations under the Transaction Documents.

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    (m) Investment Company Act. The Company and its
subsidiaries are not conducting, and will not conduct, their business in a
manner which would cause any of them to become an "investment
company," as defined in Section 3(a) of the Investment Company Act of
1940, as amended.

    (n) Private Offering; Trust
Indenture Act. Subject to the accuracy of the Purchaser' representations
and warranties set forth in Section 2 hereof, the offer, sale and issuance
of the Notes, as contemplated by this Agreement, are exempt from the
registration requirements of the Securities Act and the Company is not required
to qualify an indenture relating to the Notes under the Trust Indenture Act of
1939, as amended. The Company has not offered or sold the Notes by any form of
general solicitation or general advertising, as such terms are used in Rule
502(c) under the Securities Act.

    (o) Full Disclosure. Neither
this Agreement, the other Transaction Documents nor any of the schedules,
exhibits, written statements, documents or certificates prepared or supplied by
the Company with respect to the transactions contemplated hereby contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained herein or therein not misleading in light of
the circumstances under which made. Except as disclosed herein and except for
matters affecting the industry of the Company as a whole, there exists no fact
or circumstance which, to the knowledge of the Company upon due inquiry, could
reasonably be anticipated to have a Material Adverse Effect or could adversely
affect the ability of the Company to perform its obligations set forth in the
Transaction Documents.

    (p) Brokerage Fees. The Company
and its subsidiaries have not incurred any liability for any consulting fees or
agent's commissions in connection with the offer and sale of the Notes and the
transactions contemplated by this Agreement.

    
    	 CONDITIONS
    TO THE COMPANY'S OBLIGATION TO ISSUE THE NOTES


  
    The Purchaser understand that the
Company's obligation to issue the Notes on the Closing Date to the Purchaser
pursuant to this Agreement is conditioned upon the satisfaction by the Purchaser
or the waiver by the Company of each of the following conditions:

    (a) The accuracy on the Closing Date of
the representations and warranties of the Purchaser contained in this Agreement,
as if made on the Closing Date, and the performance by the Purchaser, including,
but not limited to, the delivery by the Purchaser to the Company of the Purchase
Price for the purchase of the Notes of all covenants and agreements of the
Purchaser contained in the Transaction Documents and required to be performed on
or before the Closing Date.

    (b) The absence or inapplicability of
any and all laws, rules or regulations prohibiting or restricting the
transactions contemplated hereby, or requiring any consent or approval which
shall not have been obtained.

    (c) The Purchaser shall have executed
each of the Transaction Documents and any and all ancillary documents thereto
and delivered the same to the Company.

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    (d) The Company
shall have received from the Purchaser such other certificates and documents as
it or its representatives, if applicable, shall reasonably request, and all
proceedings taken by the Purchaser in connection with this Agreement and the
other Transaction Documents and all documents and papers relating to such
Transaction Documents shall be reasonably satisfactory to the Company.

    
    	 CONDITIONS TO THE PURCHASER'S OBLIGATION
    TO PURCHASE THE NOTES


  
    The Company understands that the
Purchaser' obligations to purchase the Notes on the Closing Date is
conditioned upon the satisfaction by the Company or the waiver by the Purchaser
of each of the following conditions:

    (a) The accuracy on the Closing Date
of the representations and warranties of the Company contained in this Agreement
as if made on the Closing Date, and the performance by the Company, on or before
the Closing Date, of all covenants and agreements of the Company contained in
the Transaction Documents and required to be performed on or before the Closing
Date.

    (b) The Company shall have executed
the Transaction Documents and any and all ancillary documents thereto and
delivered same to the Purchaser.

    (c) On the
Closing Date, the Purchaser shall have received a certificate executed by the
President or the Chief Executive Officer of the Company and by the Chief
Financial Officer of the Company, stating that all of the representations and
warranties of the Company set forth in the Transaction Documents are accurate as
of the Closing Date and that the Company has performed all of its covenants and
agreements required to be performed under the Transaction Documents on or before
the Closing Date.

    (d) The
Purchaser shall have received a certificate of the Secretary of the Company,
dated the Closing Date as to the authorization of the execution, delivery and
performance of the Transaction Documents, and the resolutions adopted by the
Board authorizing the actions to be taken by the Company contemplated by the
Transaction Documents.

    (e) The Purchaser shall have received
from the Company such other certificates and documents as they or their
representatives, if applicable, shall reasonably request, and all proceedings
taken by the Company in connection with the Transaction Documents contemplated
by this Agreement and the other Transaction Documents and all documents and
papers relating to such Transaction Documents shall be reasonably satisfactory
to the Purchaser.

    (f) No injunction, order,
investigation, claim, action or proceeding before any court or governmental body
shall be pending or threatened wherein an unfavorable judgment, decree or order
would restrain, impair or prevent the carrying out of this Agreement or the
other Transaction Documents or any of the transactions contemplated hereby or
thereby, declare unlawful the transactions contemplated by this Agreement or the
other Transaction Documents or cause any such transaction to be rescinded.

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    (g) The Company shall have obtained in
writing or made all consents, waivers, approvals, orders, permits, licenses and
authorizations of, any registrations, declarations, notices to and filings and
applications with, any governmental authority or any other person or entity
(including, without limitation, security holders and creditors of the Company)
required to be obtained or made in order to enable the Company to observe and
comply with all its obligations under this Agreement or the other Transaction
Documents and to consummate the transactions contemplated hereby.


	 EVENTS OF DEFAULT; REMEDIES



    (a) Events of Default. If any
of the events specified in Sections 8(b)-(f) shall occur (herein individually
referred to as an "Event of Default"), the holder of any
outstanding Note issued pursuant to this Agreement (the "Holder")
may, so long as such condition exists, declare the entire principal and unpaid
accrued interest thereon immediately due and payable, by notice in writing to
the Company and pursue any available legal remedies for the amount due on such
Notes.

    (b) Payments. Default in the
payment of the principal when due and payable or a default in the payment of
unpaid accrued interest of the Notes when due and payable if such default is not
cured by the Company within ten days after payment is due.

    (c) Bankruptcy. The institution
by the Company or any of its subsidiaries of proceedings to be adjudicated as
bankrupt or insolvent, or the consent by it to institution of bankruptcy or
insolvency proceedings against it or the filing by it of a petition or answer or
consent seeking reorganization or relief under the federal Bankruptcy Code, or
any other applicable federal or state law, or the consent by it to the filing of
any such petition or the appointment of a receiver, liquidator, assignee,
trustee or other similar official of the Company or any of its subsidiaries, or
of any substantial part of their property, or the making by any of them of an
assignment for the benefit of creditors, or the taking of corporate action by
the Company or any of its subsidiaries in furtherance of any such action.

    (d) Commencement of an Action.
If, within 60 days after the commencement of an action against the Company or
any of its subsidiaries (and service of process in connection therewith on the
Company or any of its subsidiaries) seeking any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such action shall not have been resolved in
favor of the Company or any of its subsidiaries or all orders or proceedings
thereunder affecting the operations or the business of the Company or any of its
subsidiaries stayed, or if the stay of any such order or proceeding shall
thereafter be set aside, or if, within 60 days after the appointment without the
consent or acquiescence of the Company or any of its subsidiaries of any
trustee, receiver or liquidator of the Company or any of its subsidiaries or of
all or any substantial part of the properties of the Company or any of its
subsidiaries, such appointment shall not have been vacated.


    (e) Default of Other Indebtedness. Any
      declared default of the Company or any of its subsidiaries under any other
      Indebtedness (as defined below) that gives the holder thereof the right to
      accelerate such other Indebtedness, and such other Indebtedness is in fact
      accelerated by the holder, or in the event that any other Indebtedness has
      become due and payable upon maturity and has not been satisfied. "Indebtedness,"
      when used with respect to the Company or any of its subsidiaries (each, a
      "Person"), and without duplication means:
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        (1) all indebtedness,
        obligations and other liabilities (contingent or otherwise) of such
        Person for borrowed money (including obligations of the Company or any
        of its subsidiaries in respect of overdrafts, foreign exchange
        contracts, currency exchange agreements, and any loans or advances from
        banks, whether or not evidenced by notes or similar instruments) or
        evidenced by bonds, debentures, notes or other instruments for the
        payment of money, or incurred in connection with the acquisition of any
        property, services or assets (whether or not the recourse of the lender
        is to the whole of the assets of such Person or to only a portion
        thereof), other than any account payable or other accrued current
        liability or obligation to trade creditors incurred in the ordinary
        course of business in connection with the obtaining of materials or
        services;

        (2) all reimbursement
        obligations and other liabilities (contingent or otherwise) of such
        Person with respect to letters of credit, bank guarantees, bankers'
        acceptances, surety bonds, performance bonds or other guaranty of
        contractual performance;

        (3) all obligations and
        liabilities (contingent or otherwise) in respect of (a) leases of such
        Person required, in conformity with GAAP, to be accounted for as
        capitalized lease obligations on the balance sheet of such Person and
        (b) any lease or related documents (including a purchase agreement) in
        connection with the lease of real property which provides that such
        Person is contractually obligated to purchase or cause a third party to
        purchase the leased property and thereby guarantee a minimum residual
        value of the leased property to the landlord and the obligations of such
        Person under such lease or related document to purchase or to cause a
        third party to purchase the leased property;

        (4) all obligations of such
        Person (contingent or otherwise) with respect to an interest rate or
        other swap, cap or collar agreement or other similar instrument or
        agreement or foreign currency hedge, exchange, purchase or similar
        instrument or agreement;

        (5) all direct or indirect
        Guaranties or similar agreements by such Person in respect of, and
        obligations or liabilities (contingent or otherwise) of such Person to
        purchase or otherwise acquire or otherwise assure a creditor against
        loss in respect of, indebtedness, obligations or liabilities of another
        Person of the kind described in clauses (1) through (4) of this
        definition;

        (6) any indebtedness or other
        obligations described in clauses (1) through (5) of this definition
        secured by any lien existing on property which is owned or held by such
        Person, regardless of whether the indebtedness or other obligation
        secured thereby shall have been assumed by such Person; and

      

    

  



        -9-




  
    
      
        (7) any and all deferrals,
        renewals, extensions and refundings of, or amendments, modifications or
        supplements to, any indebtedness, obligation or liability of the kind
        described in clauses (1) through (6) of this definition.

      

    

  



            (f) Covenants and
        Agreements. The Company shall default in the performance of any of
        its covenants and agreements set forth in any provision of this
        Agreement or the Notes and the continuance of such default for 30 days
        after a Purchaser has given the Company written notice of such default.


	
    
CONDUCT OF COMPANY




    (a) The Company shall
  not do any of the following, and shall not permit its subsidiaries to do any
  of the following:


	by amendment of its
        charter or through reorganization, consolidation, merger, dissolution,
        sale of assets or any other voluntary action, avoid or seek to avoid the
        observance or performance of any of the terms of the
        Notes, but will at all times in good faith assist in the carrying out of
        all such terms and in the taking of all such action as may be necessary
        or appropriate in order to protect the rights of the Holder of the Notes
        against impairment;
	sell, lease or otherwise dispose of or agree to
        sell, lease or otherwise dispose of, any of the Company's assets or
        any assets of its subsidiaries, including, but not limited to, the
        collateral for the Notes, that are material, individually or in the
        aggregate, to the Company and its subsidiaries taken as a whole, unless
        100% of the proceeds of such sale, lease or disposition are applied to
        prepay the Notes in accordance with the terms and conditions of the
        Notes and this Agreement;
	incur any indebtedness for borrowed money or
        guarantee any such indebtedness or issue or sell any debt securities or
        guarantee any debt securities of others, except for (i) borrowings or
        guarantees incurred in the ordinary course of business consistent with
        past practices for working capital purposes, (ii) indebtedness of any
        subsidiary to the Company, or (iii) in replacement for existing or
        maturing debt so long as the principal amount does not increase and the
        term does not shorten, or make any loans, advances or capital
        contributions to, or investments in, any other Person, other than to the
        Company and other than in the ordinary course of business consistent
        with past practice;
	create or suffer any lien or encumbrance upon
        or with respect to any property of the Company or any of its
        subsidiaries, whether now owned or hereafter acquired;
	agree, in writing or otherwise, to take any of the foregoing actions.

        
    



	
  TERMINATION DATE
  


    Notwithstanding anything to the
contrary in this Agreement or the Note, the entire principal amount of the Notes
and accrued interest thereon shall become immediately due and payable on October
4, 2006 (the "Termination Date").

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	INDEMNIFICATION


  
    (a) Indemnification of Purchaser by
the Company.


        (1) The Company hereby agrees
        to indemnify and hold harmless each of the Purchaser, their affiliates,
        their investment advisors, their managing members, and each of their
        respective officers, managers, members, directors, partners,
        shareholders, and employees (collectively, the "Purchaser
        Indemnities"), from and against any and all losses, claims,
        damages, judgments, penalties, liabilities and deficiencies
        (collectively, "Losses"), and agrees to reimburse the
        Purchaser Indemnities for all out-of-pocket expenses (including the
        reasonable fees and expenses of legal counsel), in each case promptly as
        incurred by the Purchaser Indemnities and to the extent arising out of
        or in connection with:






	a material misrepresentation, omission of
          fact or breach of any of the Company's representations or warranties
          contained in this Agreement (or the other Transaction Documents), the
          annexes, schedules or exhibits hereto or any instrument, agreement or
          certificate entered into or delivered by the Company pursuant to this
          Agreement (or the other Transaction Documents); or
	a material failure by the Company to perform
          any of its covenants, agreements, undertakings or obligations set
          forth in this Agreement (or the other Transaction Documents), the
          annexes, schedules or exhibits hereto or any instrument, agreement or
          certificate entered into or delivered by the Company pursuant to this
          Agreement (or the other Transaction Documents).


    
  


        (2) Notwithstanding anything
        to the contrary in this Agreement and the Security Agreement the
        aggregate payments for indemnification (including the reasonable fees
        and expenses of legal counsel) made by the Company to the Purchaser
        Indemnities pursuant to this Section 12(a) with respect to any Loss,
        Claim, or series of Losses or Claims, shall not exceed the Purchase
        Price; provided, however, that any remedy for an Event of Default paid
        under Section 8 hereto, shall not allow for indemnification pursuant to
        this Section 12(a) and indemnification under this Section 12(a) for any
        Loss or Claim shall not be deemed an Event of Default under Section 8
        hereto.



           
        (b) Indemnification of the
        Company by Purchaser. The Purchaser hereby
        agree to indemnify and hold harmless the Company, its affiliates and
        their respective officers, directors, partners and members
        (collectively, the "Company Indemnitees"), from and
        against any and all Losses, and agrees to reimburse the Company
        Indemnitees for all out-of-pocket expenses (including the reasonable
        fees and expenses of legal counsel), to the extent arising out of or in
        connection with any misrepresentation, omission of fact or breach of any
        of the Purchaser' representations, warranties or covenants contained
        in this Agreement, and any failure by the Purchaser to perform any of
        its covenants, agreements, undertakings or obligations set forth in this
        Agreement. Notwithstanding anything to the contrary in this Agreement,
        the aggregate payments for indemnification (including the reasonable
        fees and expenses of legal counsel) made by the Purchaser to the Company
        pursuant to this Section 12(b) shall not exceed the Purchase Price.

        -11-



           
        (c) Third Party Claims. Promptly after receipt by either party hereto
        seeking indemnification pursuant to this Section 12 (an "Indemnified
        Party") of written notice of any investigation, claim,
        proceeding or other action in respect of which indemnification is being
        sought (each, a "Claim"), the Indemnified Party
        promptly shall notify the party against whom indemnification pursuant to
        this Section 12 is being sought (the "Indemnifying Party")
        of the commencement thereof; but the omission to so notify the
        Indemnifying Party shall not relieve it from any liability that it
        otherwise may have to the Indemnified Party, except to the extent that
        the Indemnifying Party is materially prejudiced and forfeits substantive
        rights and defenses by reason of such failure. In connection with any
        Claim as to which both the Indemnifying Party and the Indemnified Party
        are parties, the Indemnifying Party shall be entitled to assume the
        defense thereof. Notwithstanding the assumption of the defense of any
        Claim by the Indemnifying Party, the Indemnified Party shall have the
        right to employ separate legal counsel and to participate in the defense
        of such Claim, and the Indemnifying Party shall bear the reasonable
        fees, out-of-pocket costs and expenses of such separate legal counsel to
        the Indemnified Party if (and only if): (x) the Indemnifying Party shall
        have agreed to pay such fees, out-of-pocket costs and expenses, (y) the
        Indemnified Party and the Indemnifying Party reasonably shall have
        concluded that representation of the Indemnified Party by the
        Indemnifying Party by the same legal counsel would not be appropriate
        due to actual or, as reasonably determined by legal counsel to the
        Indemnified Party, potentially differing interests between such parties
        in the conduct of the defense of such Claim, or if there may be legal
        defenses available to the Indemnified Party that are in addition to or
        disparate from those available to the Indemnifying Party, or (z) the
        Indemnifying Party shall have failed to employ legal counsel reasonably
        satisfactory to the Indemnified Party within a reasonable period of time
        after notice of the commencement of such Claim. If the Indemnified Party
        employs separate legal counsel in circumstances other than as described
        in clauses (x), (y) or (z) above, the fees, costs and expenses of such
        legal counsel shall be borne exclusively by the Indemnified Party.
        Except as provided above, the Indemnifying Party shall not, in
        connection with any Claim in the same jurisdiction, be liable for the
        fees and expenses of more than one firm of legal counsel for the
        Indemnified Party (together with appropriate local counsel). The
        Indemnifying Party shall not, without the prior written consent of the
        Indemnified Party (which consent shall not unreasonably be withheld)
        settle or compromise any Claim or consent to the entry of any judgment
        that does not include an unconditional release of the Indemnified Party
        from all liabilities with respect to such Claim or judgment.

        -12-




	
     EXPENSES




      
    (a) The Company covenants and
    agrees with the Purchaser that the Company shall pay or cause to be paid the
    following: all other costs and expenses incident to the performance of its
    obligations hereunder which are not otherwise specifically provided for in
    this Section, including the fees and disbursements of the Company's
    counsel, accountants and other professional advisors, if any. Additionally,
    the Company agrees to reimburse the investors for their legal expenses for
    negotiating and closing the issuance of the Notes.

    (b) Other than as set forth in
    Section 13(a) above, each of the parties hereto agree that they shall each
    be responsible for and pay their own expenses and fees, including all legal,
    accounting and other professional fees, associated with the transactions
    contemplated by Transaction Documents.




	 SURVIVAL



  
The representations and warranties of
the Company and the  Purchaser shall survive the Closing.




	 MISCELLANEOUS




        (a) Governing Law;
        Jurisdiction. This Agreement shall be governed by and interpreted in
        accordance with the internal laws of the State of Florida, without
        giving effect to conflicts of laws issues. Each of the parties submits
        to the jurisdiction of the federal courts whose districts encompass any
        part of the City of Miami or the state courts of the State of Florida
        sitting in the City of Miami in connection with any dispute arising
        under this Agreement or any of the transactions contemplated hereby, and
        hereby waives, to the maximum extent permitted by law, any objection,
        including any objections based on forum non conveniens, to the
        bringing of any such proceeding in such jurisdictions.

        (b) Counterparts. This
        Agreement may be signed in two or more counterparts, each of which shall
        be deemed an original.

        (c) Headings. The
        headings of this Agreement are for convenience of reference only and
        shall not form part of, or affect the interpretation of, this Agreement.

        (d) Severability. If
        any provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the
        validity or enforceability of the remainder of this Agreement or the
        validity or unenforceability of this Agreement in any other
        jurisdiction.

        (e) Successors. This
        Agreement shall inure to the benefit of, and be binding upon the
        successors and assigns of each of the parties hereto.

        (f) Amendments. This
        Agreement may be amended only by an instrument in writing signed by the
        parties hereto.



        -13-




        (g) Merger. This
        Agreement, together with the other Transaction Documents, supersedes all
        prior agreements and understandings among the parties hereto with
        respect to the subject matter hereof.

        (h) Notices. Any notice
        required or permitted hereunder shall be given in writing (unless
        otherwise specified herein) and shall be effective upon personal
        delivery, via facsimile (upon receipt of confirmation of error-free
        transmission) or two business days following deposit of such notice with
        an internationally recognized courier service, with postage prepaid and
        addressed to each of the other parties thereunto entitled at the
        following addresses, or at such other addresses as a party may designate
        by five days advance written notice to each of the other parties hereto.




  
  	Company: 	 China Granite Corporation
		
2642 Collins Avenue, Suite 305
		 Miami, FL 33140
		ATTENTION:
		Tel.: 305-534-1684
		 Fax: 305-538-2603
		
		with a copy to:
		
		 Carol A. Laws
		4527 West 10th Avenue
		Vancouver, B.C. V6R 2J2
		 Tel: 604-224-2053
		 Fax: 604-224-2522
		
	Purchaser:	_____________________
		_____________________
		_____________________
		_____________________
		
		Tel:
        _____________________
		 Fax:
        _____________________
		


  

-14-




IN WITNESS WHEREOF,  this Agreement has been duly executed
by each of the undersigned.


  
  	COMPANY:

      	
	

      	
	CHINA GRANITE CORPORATION	
	

      	
	By: 	
	

      	
	Name:
        Costas Takkas	
	
  Title: Director	
	 
         
	
	PURCHASER:

      	
	

      	
	_____________________
         

      	
		
	By: 
         

      	
		
	Name: 	
	
Title: 	


  



-15-