Sino Green Land Corporation - Exhibit 10.1 - Prepared by TNT Filings
   Inc.










Exhibit 10.1

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 $0.085 for an aggregate purchase
price of $1,116,000 (the “Purchase Price”). Each Investor shall pay the
portion of the Purchase Price 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.  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. The closing under this
Agreement (the “Closing”) shall take place on or about August 3, 2009
(the “Closing Date”). The 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.  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