Filed by sedaredgar.com - Future Canada China Environment Inc. - Exhibit 10.1






THIS AMENDING AGREEMENT made and dated for reference the
24 day of August, 2009. 

BETWEEN: 


  
    
      
        FUTURE CANADA CHINA ENVIRONMENT INC., a Nevada
          corporation, 114 West Magnolia Street, Suite 437, Bellingham, WA 98225
          

        (“Pubco”)

      

    

  



AND: 


  
    
      
        GUANGDONG HONGMAO INDUSTRIAL CO., LTD. a People’s
          Republic of China corporation, 4002, 40th floor of Fuli Yinglong
          square, No. 76, the west of Huangpu main road, the Milky Way district,
          Guangzhou 510620

        (“Priveco”)

      

    

  



AND: 


  
    
      
         THE UNDERSIGNED SHAREHOLDERS OF PRIVECO 

        (the “Selling Shareholders”)
        

      

    

  



WHEREAS: 

	A. 	
      The parties entered into a share exchange agreement dated
      February 2, 2009 (the “Agreement”), wherein Pubco agreed to acquire
      all of the issued and outstanding shares of Priveco’s common stock from
      the Selling Shareholders;

	 	 
	B. 	
      The parties wish to amend certain provisions of the
      Agreement; and

	 	 
	C. 	
      Capitalized terms used herein shall have the same
      meanings as contained in the Agreement.



NOW THEREFORE THIS AMENDING AGREEMENT WITNESSETH that in
consideration of these premises and for other good and valuable consideration,
the receipt and sufficiency of which is also hereby acknowledged by each of the
parties hereto, the parties hereto hereby agree as follows: 

	13. 	
      All capitalized terms not otherwise defined herein shall
      have the meanings set out in the Agreement.












	
14. 		
Recital B is deleted in its entirety and is replaced with the following:

	
	 	 
		
Pubco has agreed to issue such number of common shares in the capital of Pubco as is equal to the total of Priveco’s assets, as set out in the audited statements of Priveco, divided by $19.00 , to the Selling Shareholders
as consideration for the purchase by Pubco of all of the issued and outstanding common shares of Priveco held by the Selling Shareholders;

	
	 	 
	
15. 		
Section 4.3 of the Agreement is deleted in its entirety and is replaced with the following:

	
	 	 
		
The entire authorized capital stock and other equity securities of Pubco consists of 100,000,000 shares of common stock with a par value of $0.00001 (the “Pubco Common Stock”) and 100,000,000 shares of
preferred stock with a par value of $0.00001 (the “Pubco Preferred Stock”). As of the date of this Agreement, there are 38,665,200 shares of Pubco Common Stock issued and outstanding and nil shares of Pubco Preferred Stock
issued and outstanding. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to
pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are options to purchase a total of 1,130,000 shares of our common stock. There are no outstanding warrants, subscriptions,
phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock or any shares of Pubco Preferred Stock, or any other securities convertible into, exchangeable for,
or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock or any shares of Pubco Preferred Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common
Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock.

	
	 	 
	
16. 		
Section 4.8 of the Agreement is deleted in its entirety.

	
	 	 
	
17. 		
Section 4.16 of the Agreement is deleted in its entirety.

	
	 	 
	
18. 		
Section 4.23 of the Agreement is deleted in its entirety.

	
	 	 
	
19. 		
Section 4.25 of the Agreement is deleted in its entirety.

	
	 	 
	
20. 		
Section 4.26 of the Agreement is deleted in its entirety.

	
	 	 
	
21. 		
Section 5.2(g) of the Agreement is deleted in its entirety.

	
	 	 
	
22. 		
Section 5.2(i) of the Agreement is deleted in its entirety and is replaced with the following:

	









		
      On the Closing Date, Pubco will have no more than
      38,665,200 common shares issued and outstanding in the capital of Pubco
      and options to purchase a total of 1,130,000 shares of our common
      stock.

	 	 
	23. 	
      Section 5.2(j) of the Agreement is deleted in its
      entirety.

	 	 
	24. 	
      Section 6.8(c) of the Agreement is deleted in its
      entirety.

	 	 
	25. 	
      Schedule 4 of the Agreement is deleted in its entirety
      and is replaced with the following:



SCHEDULE 4 
TO THE SHARE EXCHANGE AGREEMENT 
AMONG
FUTURE CANADA CHINA ENVIRONMENT INC., GUANGDONG HONGMAO 
INDUSTRIAL CO., LTD.
AND THE SELLING SHAREHOLDERS AS SET OUT IN THE 
SHARE EXCHANGE AGREEMENT 

DIRECTORS AND OFFICERS OF PUBCO 

	Directors: 	  
	Rui Yang 	  
	  	  
	  	  
	  	  
	Officers: 	  
	Name 	Office 
	Rui Yang 	President and Treasurer 
	Kin Bun Kwong 	Vice President and Legal
      Representative in the People’s 
	  	Republic of China 
	Alan Chan 	Secretary 
	Gang Xiang 	Vice President




	26. 	
      In all other respects the terms and conditions of the
      Agreement shall continue in full force and effect.

	 	 
	27. 	
      Each of the parties hereto agrees to do and/or execute
      all such further and other acts, deeds, things, devices, documents and
      assurances as may be required in order to carry out the true intent and
      meaning of this Amending Agreement.

	 	 
	28. 	
      This Amending Agreement shall enure to the benefit of and
      be binding upon the parties hereto and each of their successors and
      permitted assigns, as the case may be.

	 	 
	29. 	
      This Amending Agreement may be executed in any number of
      counterparts and any party hereto may execute any counterpart, each of
      which when executed and delivered will be








		
      deemed to be an original and all of which counterparts
      taken together will be deemed to be one and the same instrument. The
      execution of this Amending Agreement will not become effective until all
      counterparts hereof have been executed by all of the parties
  hereto.

	 	 
	30. 	
      Each of the parties hereto will be entitled to rely upon
      delivery by facsimile of executed copies of this Amending Agreement, and
      such facsimile copies will be effective to create a valid and binding
      agreement among the parties hereto in accordance with the terms and
      conditions of this Amending Agreement.



IN WITNESS WHEREOF this Amending Agreement has been
executed and delivered as of the day and year first above written. 

FUTURE CANADA CHINA ENVIRONMENT INC. 

 

Per:      /s/ Rui
Yang                                                  
          
Authorized
Signatory 
          
Name:  Rui
Yang                                            
          
Title:   
President                                            

GUANGDONG HONGMAO INDUSTRIAL CO., LTD. 

 

Per:     /s/
Xianggang                                               
          
Authorized
Signatory 
          
Name: 
Xianggang                                         

          
Title:   
President                                          
 

 

 

	/s/
      Xianggang 	 	/s/
      Xiangcheng 
	XIANGGANG 	 	XIANGCHENG 
	 	 	  
	 	 	  
	 	 	  
	/s/ Pan
      Dongmei 	 	  
	PAN DONGMEI