EXHIBIT 10.9


                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the 13th day of June,  2005, by and between  Chinamerica  Fund, LP and Steven
Taylor  (collectively,  the  "Purchaser")  and CHINA AGRITECH,  INC., a Delaware
corporation (the "Company").

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to sell to the  Purchaser  and the Purchaser
desire to  purchase  from the  Company  235,516  shares  of Common  Stock of the
Company, par value $.001 per share (the "Shares"),  in reliance upon Rule 506 of
Regulation D under the  Securities  Act of 1933, as amended (the "Act") and upon
the terms, provisions,  and conditions and for the consideration hereinafter set
forth.

     NOW,  THEREFORE,  for  and in  consideration  of the  premises  and  mutual
covenants  and  agreements   contained   herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby represent, warrant, covenant, and agree as follows:

Section 1. Issuance and Sale of Shares.

     Based upon the  representations,  warranties,  and covenants and subject to
the terms,  provisions,  and conditions contained in this Agreement, the Company
agrees to sell, issue and deliver to the Purchaser the Shares, free and clear of
all liens, pledges,  encumbrances,  security interests,  and adverse claims, and
the   Purchaser   agree  to  purchase  the  Shares  from  the  Company  for  the
consideration hereinafter set forth.

Section 2. Number of Shares; Purchase Price; Adjustments; and Use of Proceeds.

     Upon execution hereof, the Purchaser shall purchase,  and the Company shall
sell, issue and deliver to the Purchaser,  235,516 Shares at a purchase price of
$1.4861 per Share as set forth on Schedule A hereto. The total purchase price of
$350,000 shall be placed into escrow  immediately  upon signing this  Agreement.
Upon the filing of a registration  statement  covering the shares subscribed for
by the Purchaser in a manner more fully described in Section 7 herein, the total
purchase price shall be released from escrow.  Once released,  $350,000 shall be
deposited into an escrow according to this Section as described below.

     The Company hereby agrees to use the proceeds of the purchase of the Shares
hereunder  by the  Purchaser  for  implementation  and  execution of a corporate
communications  program.  with  respect to the  proceeds  to be  expended by the
Company in connection with corporate  communications program, the Company hereby
agrees: (A) to expend $350,000 of the proceeds of the Purchasers' acquisition of
Shares on such program (the "Program Funds");  and (B) the Program Funds will be


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held back by the Escrow Agent (defined  below) and not released unless and until
the Company shall have entered into a separate escrow  agreement with the Escrow
Agent (to which each  Purchaser is a party),  providing for the retention of the
Program  Funds and timely  and  orderly  disposition  thereof.  It is  expressly
understood that under such separate escrow  agreement the Company shall have the
sole  authority  to  select  the  recipients  of  such  program  funds  and  the
approximate timing of their disbursement by the escrow agent.

Section 3. The Closing.

     Upon  execution  of  this  Agreement,  the  Company  shall  deliver  to the
Purchaser  certificates  evidencing the Shares determined to be purchased by the
Purchaser hereunder.  Such certificates shall be issued in the name of Purchaser
(the "Closing").  Immediately upon Closing and delivery to the Purchasers of the
foregoing  certificates,  the  Purchasers  shall deliver to Securities  Transfer
Corporation,  as the Company's  escrow agent (the "Escrow  Agent") the aggregate
purchase price payable for the Shares acquired by the Purchasers  hereunder (the
"Purchase  Price").  The  release of the  Purchase  Price  shall be  effected in
accordance  with the  terms of this  Agreement  and an  escrow  agreement  to be
entered into by and among the Escrow  Agent,  the parties  hereto and such other
parties referenced therein (the "Escrow Agreement").

Section 4. Representations and Warranties of the Purchaser.

     Each  Purchaser  acknowledges  and  understands  that the  Shares are being
acquired  for  investment  in a  transaction  undertaken  in  reliance  upon the
exemption from  registration  under Rule 506 of Regulation D under the Act. Each
Purchaser hereby represents and warrants to the Company that:

     a) The Purchaser is acquiring the Shares solely for investment purposes and
     not with a view to, or for  resale in  connection  with,  any  distribution
     thereof or with any present intention of distributing or selling any of the
     Shares, except in accordance with applicable provisions of the Act.

     b) The  Purchaser  will hold the Shares  subject  to all of the  applicable
     provisions  of the Act, and  Purchaser  will not at any time make any sale,
     transfer,  or other  disposition of the Shares in contravention of said Act
     (references  herein to the Act  shall  include  the  rules and  regulations
     thereunder).

     c) The  Purchaser  acknowledges  that it must bear the economic risk of its
     investment in the Shares for an indefinite period of time since issuance of
     the  Shares  has not been  registered  under  the Act and  that the  Shares
     therefore  cannot be sold or  transferred  unless  such sale or transfer is
     registered under the Act or an exemption from the registration requirements
     of the Act is available.

     d) The sale of the Shares to  Purchaser  is being made  without  any public
     solicitation or advertisements.


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Section 5. Representations and Warranties of the Company.

     The Company hereby represents and warrants to each Purchaser as follows, it
being  understood  that each reference to the Company  hereafter with respect to
each such  representation  and  warranty  shall  pertain to the  Company and any
direct and indirect subsidiaries:

     5.1. Organization, Standing and Power.

     The Company is duly organized,  validly existing and in good standing under
the laws of the  jurisdiction in which it is  incorporated.  The Company has the
requisite  corporate  power and  authority to carry on its business as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the nature of its business or the
ownership or leasing of its  properties  makes such  qualification  or licensing
necessary, other than in such jurisdictions where the failure to be so qualified
or licensed (individually or in the aggregate) would not have a Company Material
Adverse  Effect  (defined  below).  For  purposes  of this  Agreement,  the term
"Company Material Adverse Effect" means any material adverse effect with respect
to the Company, taken as a whole, or any change or effect that adversely,  or is
reasonably expected to adversely,  affect the ability of the Company to maintain
its current business  operations or to consummate the transactions  contemplated
by this Agreement in any material respect.

     5.2. Validity of Transaction; Consents.

     This Agreement and each other  agreement  contemplated  hereby to which the
Company is a party (the  "Ancillary  Agreements")  are valid and legally binding
obligations  of the Company,  enforceable  in accordance  with their  respective
terms  against the  Company,  except as limited by  bankruptcy,  insolvency  and
similar laws affecting creditors generally, and by general principles of equity.
At the time that the Shares are sold,  assigned,  transferred  and  conveyed  to
Purchaser  pursuant  to this  Agreement,  the  Shares  will be duly  authorized,
validly  issued,  fully paid and  nonassessable.  The  execution,  delivery  and
performance of this Agreement have been duly  authorized by the Company and will
not  violate  any  applicable  federal or state  law,  any order of any court or
government  agency  or the  articles  or  certificate  of  incorporation  of the
Company.  The  execution,  delivery and  performance  of this Agreement and each
Ancillary  Agreement  by the Company will not result in any breach of or default
under,  or result in the creation of any  encumbrance  upon any of the assets of
the Company  pursuant to the terms of any  agreement by which the Company or any
of its respective assets may be bound. No consent, approval or authorization of,
or registration or filing with any  governmental  authority or other  regulatory
agency,  is required  for the  validity  of the  execution  and  delivery by the
Company  of this  Agreement,  any  Ancillary  Agreement  or any other  documents
related hereto or thereto.

     5.3. Capital Structure.

     The authorized  capital stock of the Company consists of 100 million shares
of common stock, par value $.001 per share (previously defined as the "Shares").
On the date of Closing (the "Closing  Date"),  there will be  14,342,911  Shares
issued and outstanding.  The Shares and any other outstanding  shares of capital
stock of the Company will have been duly authorized and validly issued, and will


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be fully paid and nonassessable and not subject to preemptive or similar rights.
No bonds debentures, notes or other indebtedness of the Company having the right
to vote (or convertible into, or exchangeable  for,  securities having the right
to vote) on any  matters on which the  stockholders  of the Company may vote are
issued or outstanding.  The Company does not have, and at Closing will not have,
any outstanding option, warrant, call, subscription or other right, agreement or
commitment  which either (a) obligates  the Company to issue,  sell or transfer,
repurchase,  redeem or otherwise acquire or vote any shares of the capital stock
of the Company,  or (b) restricts the voting,  disposition or transfer of shares
of capital stock of the Company.  There are no  outstanding  stock  appreciation
rights or similar derivative securities or rights of the Company.

     5.4. Authority: Noncontravention.

     The Company has the requisite  corporate  power and authority to enter into
this  Agreement  and any  Ancillary  Agreements.  The Company has the  requisite
corporate  power and authority to consummate the  transactions  contemplated  by
this  Agreement.  The execution and delivery of this Agreement and any Ancillary
Agreements  by  the  Company  and  the   consummation  by  the  Company  of  the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate action on the part of the Company.  This Agreement has been
duly  executed  and  delivered  by the  Company  and,  assuming  this  Agreement
constitutes  the valid and binding  agreement of Purchaser,  constitutes a valid
and  binding  obligation  of the  Company,  enforceable  against  the Company in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium  and similar laws affecting
creditors' rights and remedies and to general  principles of equity  (regardless
of whether  enforceability  is  considered in a proceeding at law or in equity).
The  execution and delivery of this  Agreement  and any Ancillary  Agreements do
not, and the  consummation of the transactions  contemplated  hereby and thereby
and  compliance  with the  provisions  hereof and thereof will not, (a) conflict
with any of the  provisions  of the charter  documents or bylaws of the Company,
(b) subject to the  governmental  filings and other  matters  referred to in the
following  sentence,  conflict  with,  result in a breach of or default (with or
without  notice  or lapse of time,  or both)  under,  or give rise to a right of
first  refusal,  termination,  cancellation  or  acceleration  of any obligation
(including to pay any sum of money) or loss of a benefit  under,  or require the
consent  of  any  person  under,  any  indenture  or  other  agreement,  permit,
concession,   ground  lease,   franchise,   license  or  similar  instrument  or
undertaking  to which the  Company is a party or by which the  Company or any of
the assets of either entity are bound, result in the creation or imposition of a
material Lien or other  restriction  or encumbrance on any material asset of the
Company,  which,  singly or in the  aggregate,  would  have a  Company  Material
Adverse  Effect,  or (c) subject to the  governmental  filings and other matters
referred to in the following sentence, violate any domestic or foreign law, rule
or regulation or any order, writ, judgment, injunction, decree, determination or
award currently in effect except for such  violations,  which,  singly or in the
aggregate, would only have an immaterial effect. Except as otherwise required by
applicable  state  or  federal   securities   laws,  no  consent,   approval  or
authorization  of, or  declaration or filing with, or notice to, any domestic or
foreign governmental agency or regulatory authority (a "Governmental Entity") or


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any third  party  which has not been  received  or made,  is required by or with
respect to the Company in  connection  with the  execution  and delivery of this
Agreement by the Company or the  consummation by the Company of the transactions
contemplated   hereby,   except   for   consents,   approvals,   authorizations,
declarations,  filings  and notices  that,  if not  obtained or made,  will not,
individually or in the aggregate,  result in a Company  Material Adverse Effect.
"Lien"  means,  collectively,  all material  pledges,  claims,  liens,  charges,
mortgages,  conditional  sale or  title  retention  agreements,  hypothecations,
collateral assignments,  security interests, easements and other encumbrances of
any kind or nature whatsoever.

     5.5.  Absence  of  Certain  Changes  or  Events;  No  Undisclosed  Material
Liabilities.

     The  Company  does not have any  loans or  liabilities  from any  financial
institutions in any jurisdictions.

     5.6. Compliance with Applicable Laws.

     The Company has and after giving  effect to the  transactions  contemplated
hereby will have in effect all federal,  state,  local and foreign  governmental
approvals, authorizations, certificates, filings, franchises, licenses, notices,
permits and rights  ("Permits")  necessary  for it to own,  lease or operate its
properties and assets and to carry on its business as now conducted,  and to the
knowledge of the Company  there has  occurred no default  under any such Permit,
except for the lack of Permits and for defaults under Permits which individually
or in the aggregate would not have a Company  Material  Adverse  Effect.  To the
Company's knowledge,  the Company is in compliance with, and has no liability or
obligation under, all applicable statutes,  laws, ordinances,  rules, orders and
regulations of any Governmental Entity, including any liability or obligation to
undertake  any  remedial  action under  hazardous  substances  laws,  except for
instances of non-compliance,  liabilities or obligations,  which individually or
in the aggregate would only have an immaterial effect.

     5.7. Litigation, etc.

     As of the date hereof,  (a) there is no suit,  claim,  action or proceeding
(at law or in equity)  pending or, to the  knowledge of the Company,  threatened
against the  Company  (including,  without  limitation,  any  product  liability
claims) before any court or  governmental  or regulatory  authority or body, and
(b) the  Company  is not  subject  to any  outstanding  order,  writ,  judgment,
injunction,  order, decree or arbitration order that, in any such case described
in clauses (a) and (b), (i) could  reasonably be expected to have,  individually
or in the  aggregate,  a Company  Material  Adverse  Effect or (ii)  involves an
allegation of criminal misconduct or a violation of the Racketeer and Influenced
Corrupt  Practices Act, as amended.  As of the date hereof,  there are no suits,
actions,   claims  or  proceedings  pending  or,  to  the  Company's  knowledge,
threatened,  seeking to prevent,  hinder,  modify or challenge the  transactions
contemplated by this Agreement.

     5.8. Disclosure.

     The  representations  and  warranties  and  statements  of fact made by the
Company in this  Agreement are  accurate,  correct and complete in every respect
and do not contain any untrue  statement of a material fact or omit to state any
material  fact  necessary  in  order  to make  the  statements  and  information
contained herein not false or misleading.


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Section 6. Survival of Representations and Warranties.

     All representations, warranties, covenants, and agreements contained herein
shall not be  discharged  or dissolved  upon,  but shall survive the Closing and
shall be unaffected by any investigation made by any party at any time.

Section 7. Registration Rights

     7.1. Registration by the Company.

     (a) Mandatory  Registration.  As promptly as  practicable  (but in no event
     later than 180 days) after the date of this  Agreement,  the Company  shall
     file a  registration  statement  (the  "Registration  Statement")  with the
     Commission under the Act relating to the Shares.

     (b) Registration Statement Form. Registrations under this Section 7.1 shall
     be on such  appropriate  registration  form of the  Commission  as shall be
     reasonably  selected by the Company and approved by each  Purchaser,  which
     approval  shall not be  unreasonably  withheld.  The Company  shall provide
     drafts  of the  Registration  Statement  proposed  to be filed by it to the
     Purchaser in advance of the filing thereof and provide the Purchaser with a
     reasonable  amount of time to review  and  comment on the same prior to its
     filing.

     (c) Effective  Registration  Statement. A registration required pursuant to
     this  Section 7.1 shall not be deemed to have been  effected (i) unless the
     Registration  Statement has been declared  effective by the  Securities and
     Exchange  Commission  (the  "Commission")  and has  remained  effective  in
     compliance  with the provisions of the Act with respect to the  disposition
     of all of the Shares covered by such Registration Statement until such time
     as all of the Shares have been disposed of in accordance  with the intended
     methods of  disposition  by each  Purchaser set forth in such  Registration
     Statement  (unless the failure to so dispose of such Shares shall be caused
     solely by reason of a failure on the part of the Purchaser).

     7.2. Priority Registrations.

     Notwithstanding   anything  else  set  forth  herein  and  subject  to  the
limitations set forth below, the Registration Statement may include, in addition
to the Shares, other securities of the Company which are proposed to be sold for
the account of the Company or any other stockholders thereof.

     7.3. Registration Procedures.

     The Company shall, as expeditiously as possible:

     a)  prepare  and  file  with  the  Commission  the  requisite  Registration
     Statement to effect such  registration  and  thereafter  use its reasonable
     best efforts to cause such Registration  Statement to be declared effective
     by the Commission;


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     b) prepare and file with the Commission  such amendments and supplements to
     such Registration Statement and the prospectus used in connection therewith
     as may be necessary to keep such  Registration  Statement  effective and to
     comply with the  provisions of the Act with respect to the  disposition  of
     all the Shares covered by such Registration  Statement until the earlier of
     the time as all of such Shares have been disposed of in accordance with the
     intended  methods  of  disposition  by the  Purchaser  set  forth  in  such
     Registration  Statement or the date that the Shares are eligible for resale
     pursuant to the provisions of Rule 144 under the Act;

     c) furnish such number of conformed copies of such  Registration  Statement
     and of each such amendment and  supplement  thereto (in each case including
     all exhibits),  such number of copies of the  prospectus  contained in such
     Registration  Statement  (including  each  preliminary  prospectus  and any
     summary prospectus) and any other prospectus filed under Rule 424 under the
     Act,  in  conformity  with  the  requirements  of the Act,  and such  other
     documents, as the Purchaser may reasonably request;

     d) use its  reasonable  best  efforts (i) to register or qualify the Shares
     under such other  securities  or blue sky laws of such States of the United
     States of America  where an  exemption  is not  available  and as Purchaser
     shall reasonably  request,  (ii) to keep such registration or qualification
     in effect for so long as such Registration Statement remains in effect, and
     (iii) to take  any  other  action  which  may be  reasonably  necessary  or
     advisable to enable the Purchaser to  consummate  the  disposition  in such
     jurisdictions  of the securities to be sold by the  Purchaser,  except that
     the Company shall not for any such purpose be required to qualify generally
     to do  business as a foreign  corporation  in any  jurisdiction  wherein it
     would not but for the  requirements of this subdivision (d) be obligated to
     be so  qualified  or to consent  to general  service of process in any such
     jurisdiction;

     e) use its  reasonable  best  efforts to cause all  Shares  covered by such
     Registration  Statement  to be  registered  with or  approved by such other
     federal or state  governmental  agencies or authorities as may be necessary
     in the opinion of counsel to the Company  and counsel to the  Purchaser  to
     enable the Purchaser to consummate the disposition of such Shares;

     f) notify the Purchaser at any time when a prospectus  relating  thereto is
     required to be delivered  under the Act, upon  discovery  that, or upon the
     happening  of any event as a result of which,  the  prospectus  included in
     such  Registration  Statement,  as  then  in  effect,  includes  an  untrue
     statement of a material  fact or omits to state any material  fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading,  in the light of the circumstances  under which they were made,
     and at the request of the  Purchaser  promptly  prepare and furnish to it a
     reasonable  number of copies of a  supplement  to or an  amendment  of such
     prospectus  as may be necessary  so that,  as  thereafter  delivered to the
     Purchaser of such  securities,  such prospectus shall not include an untrue
     statement of a material  fact or omit to state a material  fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading in the light of the circumstances under which they were made;


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     g) otherwise use its reasonable  best efforts to comply with all applicable
     rules and regulations of the Commission,  and, if required,  make available
     to its security holders  simultaneously  with its disclosure to the public,
     an earnings  statement  covering the period of at least twelve months,  but
     not more than eighteen months, beginning with the first full calendar month
     after the effective  date of such  Registration  Statement,  which earnings
     statement shall satisfy the provisions of Section 11(a) of the Act and Rule
     158 promulgated thereunder, and promptly furnish to Purchaser a copy of any
     amendment or supplement to such Registration Statement or prospectus;

     h)  provide  and cause to be  maintained  a  transfer  agent and  registrar
     (which,  in each case,  may be the Company)  for all the Shares  covered by
     such  Registration  Statement  from  and  after a date not  later  than the
     effective date of such registration; and

     i) use its  reasonable  best  efforts  to list the  Shares on any  national
     securities  exchange on which the shares of the same class  covered by such
     Registration  Statement  are then  listed  and,  if no such  shares  are so
     listed,  on any national  securities  exchange on which the common stock is
     then listed.

     Each Purchaser  agrees by  acquisition of the Shares that,  upon receipt of
any notice from the Company of the happening of any event of the kind  described
in subdivision  (f) of this Section 7.3, such holder will forthwith  discontinue
such  disposition of the Shares  pursuant to the  Registration  Statement  until
Purchaser's  receipt of the  copies of the  supplemented  or amended  prospectus
contemplated  by subdivision  (f) of this Section 7.3 and, if so directed by the
Company,  will  deliver to the Company (at the  Company's  expense)  all copies,
other than  permanent  file  copies,  then in such  holder's  possession  of the
prospectus relating to the Shares current at the time of receipt of such notice.

     7.4. Indemnification.

     (a)  Indemnification  by the Company.  The Company  will,  and hereby does,
     indemnify  and hold  harmless,  in the case of the  Registration  Statement
     filed pursuant to Section 7.1, each Purchaser and its respective directors,
     officers,  partners,  agents and  affiliates,  against any losses,  claims,
     damages or  liabilities,  joint or several,  to which such Purchaser or any
     such director, officer, partner, agent, affiliate or controlling person may
     become subject under the Act or otherwise,  including,  without limitation,
     the fees and expenses of legal  counsel,  insofar as such  losses,  claims,
     damages or liabilities  (or actions or  proceedings,  whether  commenced or
     threatened,  in respect  thereof) arise out of or are based upon any untrue
     statement or alleged untrue statement of any material fact contained in any
     Registration  Statement,  any preliminary  prospectus,  final prospectus or
     summary  prospectus  contained  therein,  or any  amendment  or  supplement
     thereto,  or any omission or alleged  omission to state  therein a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein  in  light  of the  circumstances  in  which  they  were  made  not
     misleading,  and the Company will  reimburse  such  Purchaser and each such
     director, officer, partner, agent, affiliate and controlling person for any
     legal or any other expenses  reasonably incurred by them in connection with
     investigating  or  defending  any such loss,  claim,  liability,  action or


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     proceeding;  provided, however, that the Company shall not be liable in any
     such case to the extent that any such loss,  claim,  damage,  liability (or
     action or  proceeding  in respect  thereof) or expense  arises out of or is
     based upon an untrue  statement or alleged untrue  statement or omission or
     alleged omission made in such Registration Statement,  any such preliminary
     prospectus, final prospectus,  summary prospectus,  amendment or supplement
     in reliance upon and in conformity  with written  information  furnished to
     the Company by or on behalf of such Purchaser, specifically stating that it
     is for use in the preparation thereof.  Such indemnity shall remain in full
     force and effect  regardless of any  investigation  made by or on behalf of
     such Purchaser or any such director,  officer, partner, agent, affiliate or
     controlling person and shall survive the transfer of such securities by the
     Purchaser.

     (b)  Indemnification  by the  Purchaser.  As a condition to  including  the
     Shares in the  Registration  Statement,  the Company shall have received an
     undertaking  from each  Purchaser,  to indemnify  and hold harmless (in the
     same  manner and to the same  extent as set forth in Section  7.4(a))  each
     other  seller,  if any, the Company,  and each  director of the Company and
     each  officer of the  Company,  with  respect to any  statement  or alleged
     statement  in or  omission  or  alleged  omission  from  such  Registration
     Statement,   any  preliminary  prospectus,   final  prospectus  or  summary
     prospectus  contained therein,  or any amendment or supplement  thereto, if
     such  statement or alleged  statement  or omission or alleged  omission was
     made in reliance upon and in conformity with written information  furnished
     to the Company by such Purchaser specifically stating that it is for use in
     the preparation of such  Registration  Statement,  preliminary  prospectus,
     final prospectus,  summary prospectus,  amendment or supplement;  provided,
     however,  that the liability of such indemnifying  party under this Section
     7.4(b)  shall  be  limited  to the  amount  of  proceeds  received  by such
     indemnifying  party giving rise to such  liability.  Such  indemnity  shall
     remain in full force and effect, regardless of any investigation made by or
     on behalf of the  Company  or any such  director,  officer  or  controlling
     person and shall survive the transfer of such securities by such Purchaser.

     (c) Notices of Claims,  etc. Promptly after receipt by an indemnified party
     of notice of the commencement of any action or proceeding involving a claim
     referred to in Section 7.4 (a) or (b),  such  indemnified  party will, if a
     claim in respect thereof is to be made against an indemnifying  party, give
     written notice to the latter of the commencement of such action;  provided,
     however,  that the  failure  of any  indemnified  party to give  notice  as
     provided herein shall not relieve the indemnifying party of its obligations
     under the preceding  subdivisions of this Section 7.4, except to the extent
     that the indemnifying party is actually  prejudiced by such failure to give
     notice.  In case any such action shall be brought  against any  indemnified
     party  and it shall  notify  the  indemnifying  party  of the  commencement
     thereof,  the indemnifying  party shall be entitled to participate  therein
     and, to the extent that it may wish,  to assume the defense  thereof,  with
     counsel  reasonably  satisfactory  to  such  indemnified  party;  provided,
     however,  that  any  indemnified  party  may,  at its own  expense,  retain
     separate  counsel  to  participate  in such  defense.  Notwithstanding  the
     foregoing,  in any action or  proceeding  in which both the  Company and an
     indemnified  party is, or is  reasonably  likely to become,  a party,  such
     indemnified  party shall have the right to employ  separate  counsel at the
     Company's  expense  and to  control  its  own  defense  of such  action  or
     proceeding  if (a) there  are or may be legal  defenses  available  to such


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<PAGE>

     indemnified party or to other  indemnified  parties that are different from
     or additional to those  available to the Company or (b) any actual conflict
     exists between the Company and such indemnified  party that would make such
     separate representation advisable;  provided, however, that the Company may
     limit the fees and  expenses  that it pays in any one legal action or group
     of  related  legal  actions  to  those  fees  and  expenses  of one firm of
     attorneys  (together  with  appropriate  local  counsel),   which  firm  of
     attorneys  (together with appropriate legal counsel) shall be designated in
     writing by a majority of the indemnified parties who are a party to, or are
     reasonably  likely to become  parties  to,  such  legal  action or group of
     related  legal  actions.  No  indemnifying  party  shall be liable  for any
     settlement  of any  action  or  proceeding  effected  without  its  written
     consent,  which consent shall not be unreasonably  withheld or delayed.  No
     indemnifying  party shall,  without the consent of the  indemnified  party,
     which consent  shall not be  unreasonably  withheld or delayed,  consent to
     entry of any judgment or enter into any  settlement  which does not include
     as an unconditional term thereof the giving by the claimant or plaintiff to
     such  indemnified  party of a release from all liability in respect to such
     claim or  litigation  or which  requires  action  other than the payment of
     money by the indemnifying party.

     (d) Contribution.  If the indemnification  provided for in this Section 7.4
     shall for any reason be held by a court to be unavailable to an indemnified
     party  under  Section  7.4(a) or (b) hereof in respect of any loss,  claim,
     damage or liability, or any action in respect thereof, then, in lieu of the
     amount paid or payable under Section 7.4(a) or (b), the  indemnified  party
     and the indemnifying  party under Section 7.4(a) or (b) shall contribute to
     the aggregate losses,  claims,  damages and liabilities (including legal or
     other expenses  reasonably  incurred in connection with  investigating  the
     same),  (i) in such  proportion as is  appropriate  to reflect the relative
     fault of the Company and the Purchaser which resulted in such loss,  claim,
     damage or  liability,  or action or  proceeding  in respect  thereof,  with
     respect to the statements or omissions which resulted in such loss,  claim,
     damage or liability, or action or proceeding in respect thereof, as well as
     any  other  relevant  equitable  considerations  or (ii) if the  allocation
     provided by clause (i) above is not  permitted by  applicable  law, in such
     proportion  as  shall be  appropriate  to  reflect  the  relative  benefits
     received  by the  Company  and  each  Purchaser  from the  offering  of the
     securities  covered  by such  Registration  Statement,  provided,  that for
     purposes  of this  clause  (ii),  the  relative  benefits  received by each
     Purchaser shall be deemed not to exceed the amount of proceeds  received by
     such Purchaser.  No person guilty of fraudulent  misrepresentation  (within
     the meaning of Section 11(f) of the Act) shall be entitled to  contribution
     from any person who was not  guilty of such  fraudulent  misrepresentation.
     Each  Purchaser's  obligation  to  contribute  as provided in this  Section
     7.4(d) is several in  proportion  to the relative  value of its  respective
     Shares covered by such  Registration  Statement and not joint. In addition,
     no person shall be obligated to contribute hereunder any amounts in payment
     for any  settlement of any action or claim  effected  without such person's
     consent, which consent shall not be unreasonably withheld.

     (e) Other Indemnification. Indemnification and contribution similar to that
     specified  in  the  preceding   subdivisions  of  this  Section  7.4  (with
     appropriate modifications) shall be given by the Company and each Purchaser


                                       10
<PAGE>

     with  respect  to any  required  registration  or  other  qualification  of
     securities under any federal or state law or regulation of any governmental
     authority other than the Act.

     (f) Indemnification Payments. The indemnification and contribution required
     by this  Section  7.4  shall be made by  periodic  payments  of the  amount
     thereof  during the course of the  investigation  or  defense,  as and when
     bills are received or expense, loss, damage or liability is incurred.

Section 8. Board Representation.

     Upon Closing, the Purchaser shall, collectively, have no right to designate
any member of the Company's board of directors.

Section 9. Entirety and Modification.

     This Agreement  constitutes the entire agreement between the parties hereto
with  respect to the  subject  matter  hereof and  supersedes  any and all prior
agreements  and  understandings,  whether  oral or written,  between the parties
hereto relating to such subject matter. No modification,  alteration, amendment,
or supplement to this Agreement  shall be valid or effective  unless the same is
in writing and signed by all parties hereto.

Section 10. Successors and Assigns.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
respective parties hereto,  their successors and permitted  assigns,  heirs, and
personal representatives.

Section 11. Governing Law.

     This  Agreement  shall  be  governed  by  and  construed  and  enforced  in
accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as
of the date first written above.

                                                 PURCHASER: CHINAMERICA FUND, LP



                                                 By: /S/Christopher Efird
                                                    ----------------------------
                                                 Name: Christopher Efird
                                                 Title: Managing Director



                                                 STEVEN S. TAILOR, Jr.



                                                 By: /s/ Steven Taylor
                                                    ----------------------------



COMPANY:                                         BASIC EMPIRE CORPORATION



                                                 By: /s/ Chang Yu
                                                    ----------------------------
                                                 Name: Chang Yu
                                                 Title: CEO


                                       11
<PAGE>

                     Schedule A to Stock Purchase Agreement





PURCHASER                                     INVESTMENT AMOUNT NUMBER OF SHARES





CHINAMERICA FUND, LP                          $250,000                   168,226


STEVEN TAILOR                                 $100,000                    67,290












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