Sino Green Land Corporation - Exhibit 10.2 - Prepared by TNT Filings
   Inc.










Exhibit 10.2

COMMON STOCK AND WARRANT PURCHASE AGREEMENT 

     This COMMON STOCK AND WARRANT
PURCHASE AGREEMENT (this “Agreement”) is dated as of August 3, 2009,
among SINO GREEN LAND CORPORATION, a Nevada corporation (the
“Company”), and the investors identified on the signature pages hereto
(the “Investors”). 

ARTICLE 1 
DEFINITIONS 

     1.1.  Definitions. In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms shall have the meanings indicated in this
Section 1.1: 

           
“Affiliate” means any Person that, directly or indirectly through one or
more intermediaries, controls, is controlled by or is under common control with
a Person. 

          
 “Business Day” means any day except Saturday, Sunday and any day
which is a legal holiday or a day on which banking institutions in the State of
New York or in Guangzhou, China are authorized or required by law or other
governmental action to close. 

           
“Closing” means the closing of the purchase and sale of the Securities
pursuant to Article 2. 

           
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


          
 “Person” means an individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof)
or other entity of any kind. 

          
 “Rule 144” means Rule 144 promulgated by the Securities and
Exchange Commission (the “Commission”) pursuant to the U.S. Securities
Act of 1933, as amended (the “Securities Act”), as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission having substantially the same effect as such Rule. 

ARTICLE 2
PURCHASE AND SALE OF COMMON STOCK AND
WARRANTS 

     2.1.  Purchase and Sale of
Common Stock and Warrants. 

           
(a) Upon the following terms and conditions, the Company shall issue and sell to
the Investors, and the Investors shall purchase from the Company, shares (the
“Shares”) of common stock, par value $0.001 per share of the Company
(“Common Stock”) at a price per share of $0.12 for up to an aggregate
purchase price of $1,300,000. Each Investor shall pay the portion of the Initial
Purchase Price (as defined in Section 2.3), and upon the exercise of its right
to purchase additional Securities pursuant to Section 2.3 shall pay the portion
of the Additional Purchase Price (as defined in Section 2.3) set forth opposite
its name on Exhibit A hereto. The Company and the Investors are executing
and delivering this Agreement in accordance with and in reliance upon the
exemption from securities registration afforded by Regulation S promulgated
pursuant to the Securities Act and/or upon such other exemption from the
registration requirements of the Securities Act as may be available with respect
to any or all of the investments to be made hereunder. 




         
  (b) Upon the following terms and conditions and for no additional
consideration, the Investors shall be issued warrants in substantially the form
attached hereto as Exhibit B (the “Warrants” and collectively with
this Agreement, the “Transaction Documents”) to purchase such number of
shares of Common Stock as is set forth opposite the name of each Investor on
Exhibit A attached hereto. Any shares of Common Stock issuable upon the
exercise of the Warrants (and such shares when issued) are herein referred to as
the “Warrant Shares.” The Stock, the Warrants and the Warrant Shares are
sometimes collectively referred to herein as the “Securities.” 

     2.2.  Initial
Closing. In consideration of and in express reliance upon the
representations, warranties, covenants, terms and conditions of this Agreement,
the Company agrees to issue and sell to the Investors and, in consideration of
and in express reliance upon the representations, warranties, covenants, terms
and conditions of this Agreement, each Investor agrees to purchase the number of
Shares and Warrants set forth opposite such Investor’s name on Exhibit A
for an aggregate purchase price of $520,000 (“Initial Purchase Price”).
The initial closing under this Agreement (the “Initial Closing”) shall
take place on or about August 1, 2009 (the “Initial Closing
Date”). The Initial Closing shall take place at the headquarters of the
Company, provided, that all of the conditions set forth herein shall have been
fulfilled or waived in accordance herewith. 

     2.3  Additional
Closing. In consideration of and in express reliance upon the
representations, warranties, covenants, terms and conditions of this Agreement,
the Company agrees to issue and sell to the Investors and, in consideration of
and in express reliance upon the representations, warranties, covenants, terms
and conditions of this Agreement, each Investor has the right to purchase an
additional number of Shares and Warrants for an aggregate purchase price of up
to $780,000 (“Additional Purchase Price”). The Investors may exercise
this right by giving written notice not later than one year following the
Initial Closing. The additional closing under this Agreement (the “Additional
Closing”) shall take place no later than ten Business Days after the date
such notice is given (the “Additional Closing Date”). The
Additional Closing shall take place at the headquarters of the Company,
provided, that all of the conditions set forth herein shall have been fulfilled
or waived in accordance herewith. The Initial Closing and the Additional Closing
are sometimes collectively referred to herein as the “Closing.” The
Initial Closing Date and the Additional Closing Date are sometimes collectively
referred to herein as the “Closing Date.” The Initial Purchase Price and
the Additional Purchase Price are sometimes collectively referred to herein as
the “Purchase Price.” 

     2.4.  Closing Deliveries.


           
(a) At the Closing and upon receipt by the Company of the Purchase Price from
the Investors, the Company shall deliver or cause to be delivered to the
Investors (x) a certificate for the number of Shares set forth opposite the
name of each Investor on Exhibit A hereto, (y) a Warrant to purchase such
number of shares of Common Stock as is set forth opposite the name of each
Investor on Exhibit A attached hereto and (z) any other documents
required to be delivered pursuant to this Agreement. 




      
     (b) At the Closing, the Investors shall deliver or
cause to be delivered to the Company each of the documents required to be
delivered by it pursuant to this Agreement as well as the Purchase Price in
United States dollars and in immediately available funds, by wire transfer to an
account designated by the Company. 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES 

     3.1.  Representations and
Warranties of the Company. The Company hereby represents and warrants to the
Investors as follows, as of the date hereof and as of the Closing Date: 

      
     (a) Organization, Good Standing and Power.
The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada and has the requisite corporate
power to own, lease and operate its properties and assets and to conduct its
business as currently conducted. 

       
    (b) Authorization; Enforcement. The Company has
the requisite corporate power and authority to enter into and to consummate the
transactions contemplated by the Transaction Documents and to carry out its
obligations hereunder and thereunder. The execution, delivery and performance of
the Transaction Documents and the consummation by the Company of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary action on the part of the Company and no further action is required by
the Company in connection therewith. When executed and delivered by the Company,
the Transaction Documents will constitute the valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by
other equitable principles of general application. 

      
     (c) Certain Fees. The Investors shall have
no obligation with respect to any fees or with respect to any claims (other than
such fees or commissions owed by the Investors pursuant to written agreements
executed by the Investors which fees or commissions shall be the sole
responsibility of the Investors) made by or on behalf of other Persons for fees
payable by the Company to any broker, financial advisor or consultant, finder,
placement agent, investment banker, bank or other Person with respect to the
transactions contemplated by this Agreement. 

     3.2.  Representations and
Warranties of the Investors. Each of the Investors hereby represents and
warrants to the Company as follows, as of the date hereof and as of the Closing
Date: 




      
     (a) Organization; Authority. If such
Investor is a business entity, such Investor is an entity duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization.

          
 (b) Authorization and Power. Such Investor has the requisite
corporate or partnership power and authority to enter into and to perform its
obligations under the Transaction Documents and to purchase the Securities being
sold to it hereunder. The execution, delivery and performance by such Investor
of the transactions contemplated by the Transaction Documents and the
consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of such Investor and no further
consent or authorization of such Investor is required. When executed and
delivered by the Investors, the Transaction Documents shall constitute the valid
and legally binding obligation of such Investor, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general application.


         
  (c) Investment Intent. Such Investor is purchasing the
Securities solely for its own account for the purpose of investment and not with
a view to or for sale in connection with distribution. Such Investor does not
have a present intention to sell any of the Securities, nor a present
arrangement (whether or not legally binding) or intention to effect any
distribution of any of the Securities to or through any person or entity;
provided, however, that by making the representations herein, such Investor does
not agree to hold any of the Securities for any minimum or other specific term
and reserves the right to dispose of the Securities at any time in accordance
with the terms and provisions of the Transaction Documents and federal and state
securities laws applicable to such disposition. Such Investor acknowledges that
(i) it has such knowledge and experience in financial and business matters such
that Investor is capable of evaluating the merits and risks of Investor’s
investment in the Company, (ii) it is able to bear the financial risks
associated with an investment in the Securities, (iii) it has been given full
access to such records of the Company and to the officers of the Company as it
has deemed necessary or appropriate to conduct its due diligence investigation,
(iv) it has reviewed or received copies of all reports, schedules, forms,
statements and other documents required to be filed by the Company with the
Commission pursuant to the reporting requirements of the Exchange Act, including
pursuant to Sections 13, 14 or 15(d) thereof, (v) it and has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Securities,
(vi) except for this Agreement and the transactions contemplated hereby, neither
the Company nor its employees have disclosed to such Investor any material
non-public information that, according to applicable law, rule or regulation,
should have been disclosed publicly by the Company prior to the date hereof but
which has not been so disclosed, and (vii) it (and not the Company) shall be
responsible for its own tax liabilities that may arise as a result of this
investment or the transactions contemplated by this Agreement. Investor has the
financial capability to perform all of its obligations under this Agreement,
including the financial capability to purchase the Securities. 

         
  (d) Rule 144. Such Investor understands that the Securities
must be held indefinitely unless such Securities are registered under the
Securities Act or an exemption from registration is available. Such Investor
acknowledges that such person is familiar with Rule 144, and that such Investor has been advised that Rule 144 permits
resales only under certain circumstances. Such Investor understands that to the
extent that Rule 144 is not available, such Investor will be unable to sell any
Securities without either registration under the Securities Act or the existence
of another exemption from such registration requirement. 




        
   (e) Regulation S Transaction. Such Investor is
acquiring the Securities in an offshore transaction in accordance with Rule 903
of Regulation S promulgated under the Securities Act and the Investor is not a
"U.S. Person" as that term is defined under Rule 902(o)(1) of Regulation S.
Without limiting the foregoing, the Investor acknowledges that no offer to the
Investor to purchase the Securities has been made to the Investor in the United
States and at the times of the offer to Investor to purchase the Securities and
of the execution of this Agreement the Investor was domiciled and resided
outside of the United States. Neither the Investor, nor any person acting on its
behalf or any behalf of any such affiliate, has engaged or will engage in any
activity undertaken for the purpose of, or that reasonably could be expected to
have the effect of, conditioning the markets in the United States for the
Securities, including but not limited to effecting any sale or short sale of the
Company’s securities through the Investor or any of its affiliates prior to the
expiration of any restricted period contained in Regulation S (any such activity
being defined herein as a “Directed Selling Effort”). The Investor agrees that
all offers and sales of the Securities from the date hereof and through the
expiration of the any restricted period set forth in Rule 903 of Regulation S
(as the same may be amended from time to time hereafter) shall not be made to
U.S. Persons or for the account or benefit of U.S. Persons and shall otherwise
be made in compliance with the provisions of Regulation S and any other
applicable provisions of the Securities Act. Investor and its representatives
have not conducted any Directed Selling Effort as that term is used and defined
in Rule 902 of Regulation S and will not engage in any such Directed Selling
Effort within the United States through the expiration of any restricted period
set forth in Rule 903 of Regulation S. In addition, the Investor is purchasing
the Securities for its own account and not with a view towards, or for resale in
connection with, the public sale or distribution thereof, except pursuant to
sales registered or exempted under the Securities Act and such Investor does not
have a present arrangement to effect any distribution of the Securities to or
through any person or entity; provided, however, that by making the
representations herein, such Investor does not agree to hold any of the
Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act and pursuant to
the applicable terms of the Transaction Documents. Such Investor does not
presently have any agreement or understanding, directly or indirectly, with any
Person to distribute any of the Securities. 

         
  (f) General Solicitation. Such Investor acknowledges that the
Securities were not offered to such Investor by means of any form of general or
public solicitation or general advertising, or publicly disseminated
advertisements or sales literature, including (i) any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar
media, or broadcast over television or radio, or (ii) any seminar or meeting to
which such Investor was invited by any of the foregoing means of communications.
Such Investor, in making the decision to purchase the Securities, has relied
upon independent investigation made by it and the representations, warranties,
agreements, acknowledgments and understandings set forth in the Transaction
Documents and has not relied on any information or representations made by third
parties. 




      
     (g) Access to Information. Such Investor
acknowledges that it has been afforded (i) the opportunity to ask such questions
as it has deemed necessary of, and to receive answers from, representatives of
the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities; (ii) access
to information about the Company and its financial condition, results of
operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such
additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. 

        
   (h) Independent Investment Decision. Such Investor has
independently evaluated the merits of its decision to purchase Securities and
such Investor confirms that it has not relied on the advice of any other
Investor’s business and/or legal counsel in making such decision. Such Investor
confirms that none of such Persons has made any representations or warranties to
such Investor in connection with the transactions contemplated hereby. 

       
    (i) Not an Affiliate. Such Investor is not an
officer, director or Affiliate of the Company. 

ARTICLE 4 
CONDITIONS 

     4.1  Conditions Precedent
to the Obligation of the Company to Close and to Sell the Securities.
The obligation hereunder of the Company to close and issue and sell the
Securities to the Investors at the Closing Date is subject to the satisfaction
or waiver, at or before such Closing, of the conditions set forth below. These
conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion. 

        
   (a) Accuracy of the Investors’ Representations and
Warranties. The representations and warranties of each Investor shall be
true and correct in all material respects as of the date when made and as of the
Closing Date, as though made at that time. 

       
    (b) Performance by the Investors. Each Investor
shall have performed, satisfied and complied in all material respects with all
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by such Investor at or prior to the Closing Date.


        
   (c) No Injunction. No statute, rule, regulation,
executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement. 

        
   (d) Delivery of Purchase Price. The Investors shall
have delivered to the Company the applicable Purchase Price for the Shares to be
purchased by each Investor. 

          
 (e) Delivery of Transaction Documents. The Transaction Documents
shall have been duly executed and delivered by the Investors.




     4.2  Conditions Precedent
to the Obligation of the Investors to Close and to Purchase the
Securities. The obligation hereunder of each Investor to purchase the
Securities and consummate the transactions contemplated by this Agreement is
subject to the satisfaction or waiver, at or before the Closing Date, of each of
the conditions set forth below. These conditions are for each Investor’s sole
benefit and may be waived by any Investor at any time in its sole discretion.


       
    (f) Accuracy of the Company's Representations and
Warranties. Each of the representations and warranties of the Company in
this Agreement and the other Transaction Documents shall be true and correct in
all material respects as of the date when made and as of the Closing Date as
though made at that time. 

        
   (g) Performance by the Company. The Company shall have
performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date. 

         
  (h) No Injunction. No statute, rule, regulation, executive
order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction which prohibits the consummation of any of the transactions
contemplated by this Agreement. 

         
  (i) No Proceedings or Litigation. No action, suit or
proceeding before any arbitrator or any governmental authority shall have been
commenced, and no investigation by any governmental authority shall have been
threatened, against the Company, or any of the officers, directors or affiliates
of the Company seeking to restrain, prevent or change the transactions
contemplated by this Agreement, or seeking damages in connection with such
transactions. 

       
    (j) Shares and Warrants. At or prior to the
Closing, the Company shall have delivered to the Investors certificates
representing the Shares (in such denominations as each Investor may request) and
the Warrants (in such denominations as each Investor may request) duly executed
by the Company, in each case, being acquired by the Investors at the
Closing.

ARTICLE 5 
OTHER AGREEMENTS OF THE PARTIES 

     5.1.  Compliance with
Securities Laws. 

        
   (a) The Company agrees to issue certificates representing any
of the Shares and the Warrant Shares, without the legend set forth below if at
such time, prior to making any transfer of any such Shares or Warrant Shares,
such holder thereof shall give written notice to the Company describing the
manner and terms of such transfer and removal as the Company may reasonably
request. Such proposed transfer and removal will not be effected until: (a)
either (i) the Company has received an opinion of counsel reasonably
satisfactory to the Company, to the effect that the registration of the Shares
or Warrant Shares under the Securities Act is not required in connection with
such proposed transfer, (ii) a registration statement under the Securities Act
covering such proposed disposition has been filed by the Company with the Commission and has become and remains effective under the
Securities Act, (iii) the Company has received other evidence reasonably
satisfactory to the Company that such registration and qualification under the
Securities Act and state securities laws are not required, or (iv) the holder
provides the Company with reasonable assurances that such security can be sold
pursuant to Rule 144 under the Securities Act; and (b) either (i) the Company
has received an opinion of counsel reasonably satisfactory to the Company, to
the effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
or (ii) compliance with applicable state securities or “blue sky” laws has been
effected or a valid exemption exists with respect thereto. In the case of any
proposed transfer under this Section 5.1, the Company will use reasonable
efforts to comply with any such applicable state securities or “blue sky” laws,
but shall in no event be required, (x) to qualify to do business in any state
where it is not then qualified, or (y) to take any action that would subject it
to tax or to the general service of process in any state where it is not then
subject. The restrictions on transfer contained in this Section 5.1 shall be in
addition to, and not by way of limitation of, any other restrictions on transfer
contained in any other section of this Agreement. 




        
   (b) Certificates evidencing the Securities shall contain a
legend substantially in the following form (in addition to any legend required
by applicable state securities or “blue sky” laws), until such time as they are
not required under Section 5.1(a): 


  
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
BEING OFFERED PURSUANT TO REGULATION S (“REGULATION S”) PROMULGATED UNDER THE
SECURITIES ACT. ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (A) REGISTERED UNDER
THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, (B) THE ISSUER
SHALL HAVE RECEIVED AN OPINION OF COUNEL THAT REGISTRATION OF SUCH SECURITIES
UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED OR (C) SOLD OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE LOCAL LAWS AND REGULATIONS. 

  






ARTICLE 6 
MISCELLANEOUS 

     6.1.  Fees and
Expenses. Unless otherwise set forth herein, each party shall pay the fees
and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance hereof. 

     6.2.  Entire
Agreement. This Agreement, together with the Warrants, contain the entire
understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings, discussions and representations,
oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents. 

     6.3.  Notices. Any
notice, demand, request, waiver or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery, by telecopy or facsimile (or other electronic transmission) at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be:


	                   
      If to the Company: 	Sino Green Land Corporation 
	  	6F No. 947 Qiao Xing Road 
	  	Shi Qiao Town Pan Yu District 
	  	Guangzhou, China 511400 
	 	Attention: Anson Yiu Ming
      Fong  
	  	Facsimile: +86-20-8489-0227 
	  	  
	                   
      If to the Investor: 	To the address set forth under such Investor’s
      name on the signature pages hereof; 


or such other address as may be designated in writing
hereafter, in the same manner, by such Person. 

     6.4.   Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be
waived or amended except in a written instrument signed by the Company and the
Investors holding at least a majority in interest of the outstanding aggregate
principal amount of the Note. No waiver by any party of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter. 

     6.5.   Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns. 




     6.6.  No Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person. 

     6.7.  Governing Law.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York, without giving effect to any of the
conflicts of law principles which would result in the application of the
substantive law of another jurisdiction. This Agreement shall not be interpreted
or construed with any presumption against the party causing this Agreement to be
drafted. 

     6.8.  Execution. This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile signature page were an original thereof.


     6.9.  Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement. 

     6.10.  Independent Nature
of Investor’s Obligations and Rights. The decision of the Investors to
purchase Securities pursuant hereto has been made by each Investor
independently. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 




     IN WITNESS WHEREOF, the parties
hereto have caused this Common Stock and Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above. 

	 	SINO GREEN LAND CORPORATION 
	 	  
	 	  
	 	By: __________________________
	 	         Anson Yiu
      Ming Fong 
	 	         Chairman
  


[INVESTOR SIGNATURE PAGE FOLLOWS] 




     IN WITNESS WHEREOF, the parties
hereto have caused this Common Stock and Warrant Purchase Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above. 

	 	NAME OF INVESTOR 
	 	By:
  
	 	         Name: 
	 	         Title: 
	 	Investment Amount: 
	 	Tax ID No.: 
	 	 
	 	ADDRESS FOR NOTICE 
	 	c/o: 
	 	Street: 
	 	City/State/Zip: 
	 	Attention: 
	 	Tel: 
	 	Fax: 
	 	 
	 	DELIVERY INSTRUCTIONS 
	 	(if different from above) 
	 	c/o: 
	 	Street: 
	 	City/State/Zip: 
	 	Attention: 
	 	Tel: 






EXHIBIT A 

LIST OF INVESTORS 

	Names and Addresses 	Number of Shares 	Dollar Amount of 
	of Investors 	& Warrants Purchased 	Investment







EXHIBIT B 

Form of Warrant