exhibit_10-1.htm


    
      
        

      

    


    EXHIBIT
      1.1

    Stock
      Purchase Agreement

    


    STOCK
      PURCHASE AGREEMENT

     

    


     

    THIS
      STOCK PURCHASE AGREEMENT (this “Agreement”) is made
      and entered into as of this 15th day of
      November,
      2007.

     

    BY
      AND
      AMONG

     

    Tank
      Sports Inc., a corporation duly organized and existing under the laws of
      California (“USA”), with its registered address at 10925 Schmidt Rd., EI Monte,
      CA 91733 USA(the
“Purchaser”);

     

    and,

     

    Each
      of
      the company and individuals on Schedule A attached hereto (collectively, the
      “Sellers”, and each individually, a
“Seller”);

     

    Witnesseth

    


    Whereas,
      Sellers own all of the issued and outstanding shares
      of capital stock of People’s Motor International Company
      Limited (the “Company”), a limited company
      duly organized and existing under the laws of British Virgin Island (“BVI”) with
      its registered address at P.O. Box 957. Offshore Incorporation Centre Road
      Town,
      Tortola, British Virgin Island;

     

     Whereas,
      each Seller desires to sell to
Purchaser, and Purchaser
      desires to purchase from each Seller, certain of the
      shares owned by each Seller such that
Purchaser shall acquire in the
      aggregate from all of
      the Sellers total of the 10,500,000 shares subject to
      the terms and conditions contained herein; and

    


    Whereas,
      Sellers have authorized and caused the
Company to enter into a set
      of preliminary agreements
      with Purchaser, including Letter of Intent (dated
      September 24, 2007) with its Amendment(dated September 27, 2007), and Custodial
      Operation Agreement (dated September 27, 2007) with its Amendment (dated
      September 27, 2007), specifically for the transaction contemplated
      herein.

    


    NOW,
      THEREFORE, in consideration of the mutual promises, covenants and
      agreements set forth herein, the parties agree as follows:

    


    ARTICLE
      I

    Sale
      And Purchase Of Shares

    1.01
      Sale and Purchase

     

    On
      the
Closing Date (as defined in Article XII), each
Seller shall sell, assign,
      transfer and deliver to
Purchaser, and Purchaser
      shall purchase, accept and acquire from each Seller,
      all of each Seller’s right, title and interest in and
      to the number of shares opposite each such Seller’s
      name as set forth on Schedule A attached hereto (“Purchased
      Shares”), the aggregate of such Purchased
      Shares being total issued and outstanding shares in the
Company.

    


    1.02  Consideration
      for Purchase

     

    
      	
            	
              (a)
                

            	
              As
                Purchaser’s consideration for purchase and
                acquisition from each Seller’s such
                Purchased Shares,
                Purchaser shall transfer the number of common
                shares of its issued shares, which shares are restricted and
                control securities pursuant to Rule 144 in the Securities Exchange
                Act of
                1934 (as amended) (“SEC”) and are quoted on the NASDAQ OTC Bulletin Board,
                opposite each such Seller’s name as set forth
                on Schedule B attached hereto, the aggregate of such shares being
                4,000,000 (“Consideration Shares”) subject to
                terms and conditions herein. Purchaser shall
                apply for permission from authorities to transfer to Sellers
                sixty percent (60%) of the Consideration
                Shares namely 2,400,000 shares after the Closing
                Date.  The remaining forty percent (40%) of the
                Consideration Shares, namely 1,600,000 shares,
                shall be transferred to Sellers on the one
                hundred and eightieth (180th)
                day
                following the Closing Date.  The
                number of Consideration Shares transferred to
                each Seller shall be as described opposite to
                each Seller on Schedule B attached hereto.
                Purchaser shall make
                Sellers officially, legally the holders of
                Consideration
                Shares.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    
      	
            	(b) 	
              Together
                with the Consideration Shares set forth herein,
                as Purchaser’s consideration for purchase and
                acquisition from each Seller’s such
                Purchased Shares,
                Purchaser, on the Closing
                Date, shall grant each Seller a
                warrant (“Warrant”) to purchase the number
                of common shares of its issued shares, which shares are restricted
                and
                control securities pursuant to Rule 144 in SEC and are quoted on
                the NASDQ
                OTC Bulletin Board, which number is opposite each such
                Seller’s name as set forth on Schedule C
                attached hereto and the number of such shares in aggregate being
                1,500,000, at an exercise price of US$0.64 per share, subject to
                all terms
                and conditions contained on Schedule
                C.

            


    

    


    1.03
      Effective Time of Purchased Shares
      Transfer

     

    The
      parties agree that all right, title and interest in and to the
Purchased Shares, including without limitation voting
      rights, rights to obtain dividends and other distributions, and rights to
      dispose and/or transfer the Purchased Shares in the
      future, shall be transferred to Purchaser upon the
Closing Date, notwithstanding the
      requisition by law
      or otherwise to obtain certain approvals or to complete certain filings or
      registrations from or with competent governmental agencies in connection with
      said transfer, which approvals or filings or registrations shall be performed
      by
Sellers with Purchaser’s
      assistance within fifteen (15) days after the Closing
      Date and be obtained promptly.

     

    The
      parties agree that, Purchaser shall apply for approval
      within 3 working days upon Closing Date, to make all
      right, title and interest in and to the Consideration
      Shares, including without limitation voting rights, rights to
      obtain dividends and other distributions, and rights to dispose and/or transfer
      the Consideration Shares in the future, be transferred
      to Sellers upon the Closing
      Date, notwithstanding the requisition by law or otherwise to
      obtain certain approvals or to complete certain filings or registrations from
      or
      with competent governmental agencies in connection with said
      transfer.

    


    1.04
      Stamp Duty and Share Transfer Taxes

     

    All
      applicable stamp duty and share transfer taxes and other income taxes, if any,
      arising by reason of the transfer of the Purchased
      Shares and/or Consideration Shares shall
      be borne by Purchaser and/or
Sellers oppositely according
      to the law or
      regulations.

    


    ARTICLE
      II

    Assets
      and Debts

    2.01
      Assets

     

    
      	
            	
              (a)

            	
              Sellers,
                jointly and severally, hereby agree, all of the assets owned by the
                Company and its
                Affiliates(as defined below) as specified on
                Schedule D attached hereto (“Assets”), shall remain its ownership
                status and condition, or in the event owned by any of
                Sellers, shall be transferred to
                Purchaser on the Closing
                Date.

            


    

     

    
      	
            	
              (b)

            	
              Sellers,
                jointly and severally, present and warrant to
                Purchaser that until and to the
                Closing Date, Sellers,
                the Company and its
                Affiliates didn’t, nor
                Sellers cause the
                Company or its
                Affiliates to, sell, assign, encumber, devise,
                grant any interest in or otherwise dispose of or otherwise transfer,
                or
                contract to sell, assign, encumber, devise, grant any interest in
                or
                otherwise dispose of or otherwise transfer, any of the assets, nor
                mortgage, pledge or subject any of the assets to any
                Burden(as defined below); unless otherwise
                directed by the Letter of Intent and Custodial Operation Agreement,
                together with their Amendments.

            


    

     

    
      	
            	
              (c)
                

            	
              Sellers,
                jointly and severally, present and warrant to
                Purchaser that he/they did not negotiate with
                anyone other than Purchaser for, or participate
                with anyone other than Purchaser in, the
                acquisition of any direct or indirect interest in all or any of the
                assets.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


    “Affiliate”
      shall mean any person or entity that, directly or indirectly, controls, is
      controlled by or is under direct or indirect common control with, the
Company. The term control (including its use in the
      terms “controlled by” and “under direct or indirect common control with”) shall
      mean the ownership, directly or indirectly, of more than fifty percent (50%)
      of
      the voting securities of such person or entity. A list of such
Affiliate of the Company is
      attached hereto as Schedule E.

    


    “Burden”
      shall mean any and all pledges, mortgagee, liens, charges, encumbrances,
      security interests, claims, demands, duties or other title defects of any kind,
      conditional sales and/or other types of title retention arrangements, pledges,
      privileges, options (except as provided in this
Agreement), subordination(s) to any right or claim of
      any person(s) or entity(s), or any other restrictions including any restriction
      as to transfer or as to use or possession thereof, whether perfected or
      otherwise, except those in favor of
Purchaser.

    


    2.02
      Debts

     

    Purchaser
      agree that other than the debt (“Debts”) as described
      on Schedule F attached hereto, which shall be born by the
Company and its Affiliates,
      unless which was set forth on Schedule F, shall be born by
Sellers. Should any claim on products liability
      arise
      after Closing Date, the
Company and its Affiliates
      would bear the deduction make by insurance agency according to the
      policy. Purchaser agrees that,
Sellers will not be regarded
      as having breached Clause
      3.11 if, (i) there would be any debts of the Company
      and it Affiliates that do not forth on Schedule F,
      and; (ii) amounts of those debts do not exceed RMB ¥800,000.00.

    


    ARTICLE
      III

    Representations
      And Warranties Of Sellers

    


    Sellers,
      jointly and severally, hereby represent and warrant to
Purchaser that hereunder, each of which is material to
      and is being relied upon by Purchaser:

     

    3.01
      Organization and Standing of the
Company and its
Affiliates

     

    
      	
            	
              (a)
                

            	
              The
                Company and its
                Affiliates are organized, validly existing and
                in good standing under the laws of respective jurisdiction.  The
                Company and it’s
                Affiliates have all requisite power and
                authority to own, lease, hold and operate their assets and properties
                and
                to conduct their business as and where they owned, leased, held,
                operated
                and/or conducted, as the case may be, and to hold all franchises,
                licenses
                and permits necessary or required
                therefore.

            


    

    


    
      	
            	
              (b)
                

            	
              The
                Company and its
                Affiliates are duly qualified to do business and
                are in good standing in all jurisdictions in which they operate their
                business or own or lease property.  Set forth on Schedule
                E is a true and complete list of all jurisdictions (foreign and
                domestic) in which the Company and its
                Affiliates are licensed or qualified to do
                business and each jurisdiction where the Company
                and its Affiliates do business and/or own or
                lease real and/or personal
                property.

            


    

    


    3.02
      Authority

     

    
      	
            	
              (a)
                

            	
              Each
                Seller has all requisite power, capacity and
                authority to execute, deliver and perform this
                Agreement and the documents and agreements
                furnished hereunder. Sellers represent and
                warrant to Purchaser that the sale of the
                Purchased Shares to
                Purchaser are not prohibited or impeded by the
                Articles of Association of the Company or all
                applicable laws.

            


    

    


    
      	
            	
              (b)
                

            	
              The
                execution and delivery of this Agreement and the
                documents or agreements furnished or caused to be furnished hereunder
                by
                Sellers, and the performance by
                Sellers of the transactions contemplated herein
                have been duly authorized by all necessary action on the part of
                each such
                Seller, and no further action on the part of
                any
                Seller is or will be necessary to make this
                Agreement and such other documents or agreements
                valid and binding on such parties and enforceable against such parties
                in
                accordance with its terms. Each Seller’s
                execution, delivery and performance of this
                Agreement and such documents, and the
                consummation of the transactions contemplated herein and therein,
                do not
                and will not, with the passage of time, the giving of notice or
                otherwise:-

            


    

    


    
      	
            	
              (i)

            	
              result
                in a violation or breach of any provision of or constitute a default
                under
                the Articles of Association of the Company or
                any other of the Company’s charter documents, or
                of any resolution of the shareholders of the
                Company, or any other corporate or shareholder
                obligation;

            


    

     

    
      	
            	
              (ii)

            	
              conflict
                with, violate or result in a breach, acceleration or termination
                of any
                provision or constitute a default under any term or provision of
                any
                Burden, shareholder agreement, indenture, loan
                agreement, promissory note, credit agreement, security agreement,
                lease,
                license, deed of trust, order, arbitration award, judgment, decree,
                rule,
                regulation, law, contract, instrument or other agreement to which
                any of
                Sellers or the Company (or its
                Affiliates) is a party or by which any of
                Sellers or the Company
                (or its Affiliates) is otherwise subject or
                bound; or

            


    

    


    
      	
            	
              (iii)

            	
              violate
                of conflict with any other restrictions of any kind or nature nor
                result
                in the creation of any Burden on the
                Purchased Shares and/or the assets of the
                Company and its
                Affiliates nor the loss of any license or
                contractual right with respect to the operations of the
                Company and its
                Affiliates.

            


    

    


     

    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        STOCK
          PURCHASE AGREEMENT

      

    

     

     

    3.03
      Capitalization of the Company and its
Affiliates.

     

    The
      authorized capital and shares of the Company and its
Affiliates as described unless
      otherwise stipulated in
Schedule E are fully paid up, issued and outstanding. There are no other
      shares of the Company and its
Affiliates issued or outstanding.
      Each of the
Purchased Shares and the issued shares of the
Affiliates have been duly authorized
      and are validly
      issued, fully paid and non-assessable, and are owned beneficially and of record
      by the Sellers or the beneficiary as set forth in
Schedule A.  On the Closing Date,
      upon completion of the sale and transfer of the Purchased
      Shares from each Seller to
Purchaser in accordance
      with this
Agreement, Purchaser shall
      be the sole legal and beneficial owner of the Purchased
      Shares, free and clear of any and all
Burdens of any kind or nature. There are
      no
      outstanding obligations, options, warrants, puts, calls, rights to subscribe,
      agreements or other commitments or rights of any kind or nature whatsoever
      to
      purchase any securities of the Company or its
Affiliates, nor are there any
      outstanding securities
      of the Company or its
Affiliates which are convertible
      into or exchangeable
      for any shares of the Company. The
Company or its Affiliates
      does not have any obligation of any kind or nature whatsoever to issue any
      additional shares or other securities. Neither the
Company, its Affiliates nor
      any Seller has agreed to issue, purchase, sell, grant
      any interest in or transfer any securities of the
Company or its Affiliates to
      any person or entity other than to Purchaser
      hereunder. There are no shareholder agreements, close corporation agreements
      or
      similar agreements which affect the rights or obligations of the shareholders
      of
      the Company and its
Affiliates.

     

     

    3.04
      Financial Statements

     

    The
      financial statements of the Company and the
Affiliates till September 30,
      2007, (the
      "Financial Report"), are attached as Schedule
      G. The Financial Report (i) has been
      prepared in accordance with generally accepted accounting principles in
      respective jurisdiction, consistently applied, (ii) fairly present (as such
      concept is used in audited financial statements) the financial condition of
      the
Company and the Affiliates
      as of the dates thereof and the results of operations for the periods then
      ended, and (iii) are true and complete. The books of account and other financial
      records of the Company and its
Affiliates have been maintained
      in accordance with
      sound business practices. There are no other documents which are necessary
      to
      fully understand the financial statements of the
Company and its Affiliates
      or make them not misleading.

     

     

    3.05
      Title to and Condition of Real Property.

     

    
      	
            	
              (a)

            	
              A
                list of the real property owned by the Company
                or its Affiliates and the relevant Real Property
                Ownership Certificates are set out unless otherwise stipulated in
                Schedule I. The Company or the
                Affiliates has obtained Land Use Rights
                Certificates, each of which has been duly issued in the name of the
                Company or the
                Affiliates, with respect to each of the parcels
                of land listed on Schedule I(collectively, the
                “Land”), under which the
                Company or the
                Affiliates has the unconditional and
                unrestricted right to the exclusive use of the
                Land for a period of fifty (50) years (without
                any obligation
                on the part of the Company or the
                Affiliates to make any further payments for such
                use) for purposes of carrying out the activities of its business
                and all
                related purposes(collectively, the “Land Use
                Right”). The Land Use Right will
                not be adversely affected by the consummation of the transactions
                contemplated hereby, and will continue after the Closing Date
                with the same force and effect and under the same terms
                and
                conditions as existed prior to the date hereof. The
                Company or the
                Affiliates has obtained Ownership Certificates,
                each of which has been duly issued in the name of the
                Company or the
                Affiliates, with respect to each of the
                buildings listed on Schedule I(collectively, the
                “Buildings”), under which the
                Company or the
                Affiliates has the unconditional and
                unrestricted right to the exclusive use of the
                Buildings for a period of fifty (50) years
                (without any obligation on the part of the
                Company or the
                Affiliates to make any further payments for such
                use, excluding tear and wear) for purposes of carrying out the activities
                of its business and all related purposes(collectively, the
                “Ownership of Buildings”). The
                Ownership of Buildings will not be adversely
                affected by the consummation of the transactions contemplated hereby,
                and
                will continue after the Closing Date with the
                same force and effect and under the same terms and conditions as
                existed
                prior to the date hereof.

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


     

    
      	
            	(b)  
               

            	
              An
                accurate and complete description of all leases entered into by the
                Company or the
                Affiliates (“Leases”)
                that currently exist for the lease of any real property by the
                Company or the
                Affiliates, whether as landlord or tenant
                (“Leased Real Property”) are set forth in
                Schedule J. With respect to such Leases
                and Leased Real
                Property:

            


    

     

    
      	
            	
              (i)

            	
              all
                Leases are in writing and are duly executed
                and,
                none have been modified, amended, sublet or
                assigned;

            


    

     

    
      	
            	
              (ii)

            	
              the
                rental set forth in each such Lease is the
                actual rental being paid, and there are no separate agreements or
                understandings with respect to the
                same;

            


    

     

    
      	
            	
              (iii)

            	
              there
                is no default by the Company or the
                Affiliates or, to the best of each
                Seller’s knowledge, any other party which
                affects the Leased Real
                Property;

            


    

     

    
      	
            	
              (iv)

            	
              all
                surety bonds, insurance, security and other deposits required by
                such
                Leases have been made and have not been refunded
                or returned, or their forfeiture claimed, in whole or in part, by
                any
                lessor; and

            


    

     

    
      	
            	
              (v)

            	
              where
                the Company or the
                Affiliates is the lessee, all leasehold
                improvements are in good operating or working condition and repair,
                after
                taking into account ordinary wear and tear, and are adequate for
                the
                operation of the business of the Company or the
                Affiliates as presently
                conducted.

            


    

     

    
      	
            	(c)    	
              The
                Land, Buildings and the Leased Real
                Property shall sometimes be referred to hereinafter
                collectively as the “Real Property”. With
                respect to the Real Property, including all
                leasehold improvements (unless otherwise directed in Schedule I and
                Schedule J):

            


    

     

    
      	
            	
              (i)

            	
              there
                is no condemnation or eminent domain proceeding of any kind pending
                or, to
                the best of each Seller's knowledge, threatened
                against any of the Real
                Property;

            


    

     

    
      	
            	
              (ii)

            	
              the
                Real Property is occupied under valid and
                current certificates of occupancy, governmental authorizations or
                the
                like, and the transactions contemplated by this
                Agreement will not require the issuance of any
                new or amended permits or governmental
                authorizations;

            


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    
      	
            	
              (iii)

            	
              the
                Real Property does not violate, and all
                improvements are constructed in compliance with, all applicable laws,
                and
                the Company or the
                Affiliates has obtained all required licenses,
                permits and approvals required to possess and operate its Real
                Property and conduct its business as it is presently being
                conducted;

            


    

     

    
      	
            	(iv)	
              there
                are no outstanding variances or special use permits affecting the
                Real Property or its
                uses;

            


    

     

    
      	
            	
              (v)  

            	
              no
                notice of a violation of any laws, or of any covenant, condition,
                easement
                or restriction affecting the Real Property or
                relating to its use or occupancy, has been given, nor is any
                Seller aware of any such
                violation;

            


    

     

    
      	
            	
              (vi)

            	
              no
                portion of the Real Property is located within a
                special flood plain or restricted use area as designated by any government
                authority;

            


    

     

    
      	
            	
              (vii)

            	
              the
                Real Property has and will have as of the
                Closing Date adequate water supply, storm and
                sanitary sewage facilities, telephone, gas, electricity, fire protection,
                means of ingress and egress to and from public highways and other
                required
                public utilities;

            


    

     

    
      	
            	
              (viii)

            	
              to
                the best of each Seller’s knowledge there are no
                improvements made or contemplated to be made by any public or private
                authority, the costs of which are to be assessed as special taxes
                or
                charges against the Real Property, and there are
                no present assessments with regard
                thereto;

            


    

     

    
      	
            	(ix) 
               

            	
              all
                improvements made by the Company or the
                Affiliates constituting the Real
                Property are without structural defects, were constructed in
                conformity with all plans and specifications and applicable laws,
                are
                located entirely within the boundary lines of the Real
                Property, and do not encroach upon any street or land of
                others; and

            


    

     

    
      	
            	
              (x) 

            	
              the
                Real Property either (A) is freely accessible
                directly from all public streets on which it abuts, or (B) uses adjoining
                private land to access the same in accordance with valid public easements.
                No Seller has any knowledge of any condition
                which would result in the termination of such
                access.

            


    

     

    3.06   Title
      to, Use and Condition of Certain Personal Property.

     

    
      	
            	
              (a)

            	
              Schedule
                K sets forth a list of all machinery, equipment, furniture, fixtures,
                tooling, dies, leasehold improvements and all other tangible personal
                property (“Machinery and
                Equipment”) owned and/or used
                by the Company or the
                Affiliates.

            


    

     

    
      	
            	
              (b)

            	
              Unless
                otherwise directed in Schedule P, (i)The
                Company or the
                Affiliates owns and possesses all right, title
                and interest in and to all of its Machinery and
                Equipment. (ii)The Company or the
                Affiliates has all licenses, permits, approvals,
                orders, certificates, and other authorizations as are necessary in
                order
                to enable it to use, operate or handle its Machinery and
                Equipment as it is currently being used, operated or
                handled; and (iii) the Machinery and Equipment
                is free and clear of any and all Burden, except
                those in favor of
                Purchaser.

            


    

     

    
      	
            	(c)
               

            	
              The
                Company or the
                Affiliates owns and/or leases all of the assets,
                whether real or personal property, necessary to carry on the operations
                of
                its respective business as the same is presently conducted and has
                been
                conducted during the twelve (12) month period immediately preceding
                the
                Closing Date.
                All of the Machinery and Equipment owned by the
                Company or the
                Affiliates has been maintained in good operating
                condition and is in a state of good maintenance and repair, usable
                in the
                ordinary course of business. The Company or the
                Affiliates enjoys peaceful and quiet possession
                of its Machinery and Equipment and, where
                applicable, has the corresponding titles, invoices or other documentation
                supporting ownership and the corresponding importation documentation
                evidencing its legal presence in all
                jurisdictions.

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    3.07   Proprietary
      Rights.

     

    
      	
            	
              (a)

            	
              (i)
                Schedule M lists all Chinese and foreign patents, patent
                applications, marks, symbols, trade names, trademarks, service marks,
                copyrights, copyright applications, logos, permits, licenses and
                sublicenses (and agreements in respect thereof or applications therefor)
                owned by the Company or the
                Affiliates and/or used in the operations of the
                business of the Company or the
                Affiliates (collectively,
                the “Scheduled Proprietary
                Rights”). The
                term “Proprietary Rights”
                shall mean the Scheduled Proprietary Rights and
                all inventions, formulas (patented and unpatented), trade secrets,
                technical know-how, methods, operations, franchises, software processes
                (patented and unpatented) and process instructions, patent, trademark
                and
                copyright histories, laboratory notebooks and all other proprietary
                rights, documents, information and records, including, but not limited
                to,
                all filings, registrations, or issuances of any of the foregoing
                with or
                by any federal, provincial, state, local or foreign regulatory,
                administrative or governmental office or offices, and all federal,
                provincial, state and common law rights protecting such in China
                and
                throughout the world, owned by the Company or
                the Affiliates and/or used in the operations of
                the business of the Company or the
                Affiliates; (ii) Schedule M lists all
                licenses and agreements under which the Company
                or the Affiliates has given the right to use any
                of the Proprietary Rights to any third party;
                and (iii) Schedule M lists all licenses and agreements under which
                the Company or the
                Affiliates has the right to use any third
                party’s similar type of property in connection with the
                business.

            


    

     

    
      	
            	
              (b)

            	
              No
                proceedings have been instituted, are pending or, to the best of
                each
                Seller’s knowledge, threatened which challenge
                the validity of the ownership or use by the
                Company or the
                Affiliates of the Proprietary
                Rights or any third party’s similar type of
                property.

            


    

     

    
      	
            	
              (c)

            	
              No
                Seller has any knowledge of the infringing
                use
                of any Proprietary Rights or the infringement of
                any of such companies respective Proprietary
                Rights by any other person. Neither the
                Company or the
                Affiliates nor any Seller
                has received any notice of conflict with the asserted
                rights
                of others with respect to the Proprietary Rights
                or any third party’s similar type of property. The
                Company or the
                Affiliates owns exclusively all formulas and
                technical know-how necessary to manufacture all products manufactured
                and/or sold by the Company or the
                Affiliates at any time during the past three (3)
                years.

            


    

     

    
      	
            	
              (d)

            	
              The
                Company or the
                Affiliates is the sole and exclusive owner, free
                and clear of all Burdens, of all right, title
                and interest in and to the Proprietary Rights as
                regards its business in the manner presently used. The
                Company or the
                Affiliates has the full right and authority to
                use the Proprietary Rights and the use thereof
                by the Company or the
                Affiliates does not infringe any third party's
                intellectual property rights; the Company or the
                Affiliates does not (and will not) owe any
                royalty or other payments to any third party in connection with the
                use of
                any of the Proprietary
                Rights.

            


    

     

    
      	
            	
              (e)

            	
              The
                Company or the
                Affiliates has not given any indemnification
                against and/or has agreed to defend claims for infringement with
                respect
                to its Proprietary Rights as to any equipment,
                materials, products,
                services or supplies which the Company or the
                Affiliates produces, uses, licenses and/or
                sells.

            


    

     

    
      	
            	
              (f)

            	
              The
                Company or the
                Affiliates has not sold, assigned or
                transferred, or entered into any agreement or any other arrangement
                within
                the past five (5) years, to and/or with any other person, corporation,
                firm or entity, for the ownership and/or use of proprietary rights
                or any
                similar rights owned and/or used (or previously owned and/or used)
                by any
                other person, corporation, firm or
                entity.

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        STOCK
          PURCHASE
          AGREEMENT

      

    

     

    3.08    Contracts

     

    
      	
            	
              (a) 

            	
              Schedule
                N, to the best knowledge of each seller,
                sets forth a list of all licenses, contracts, documents, agreements
                and
                other commitments (whether written or oral) relating to or in any
                way
                connected with the Company or the
                Affiliates’ operation of its
                business(collectively, “Contracts”), except the
                oral and/or written leases for real and/or personal property with
                respect
                to the same as discribed in Schdule
J.

            


    

     

     

    
      	
            	
              (b)

            	
              All
                Contracts are valid, subsisting and enforceable
                in accordance with their terms and in full force and effect. Neither
                any
                Seller, the Company or
                the Affiliates has violated or breached any
                provision of, any of the Contracts. Neither the
                Company or the
                Affiliates nor, to the best of each
                Seller's knowledge, is any third party in
                default (nor is any such default alleged to exist) in any respect
                under
                the terms of any of the Contracts. There exists
                no event or condition which, with the giving of notice, the lapse
                of time,
                or both, would become a default under any
                Contracts. To the best of each
                Seller’s knowledge, there is no event,
                happening, set of circumstances, threat or fact which would lead
                such
                Seller to believe that any party to any of
                the
                Contracts will terminate its contractual
                relationship with the Company or its
                Affiliates. Each of the
                Contracts were entered into by the
                Company or the
                Affiliates in the ordinary course of its
                business and Neither the Company nor its
                Affiliates has waived, or agreed to waive, any
                right or rights under any of the same. None of the
                Company or the
                Affiliates’ interests under any of their
                Contracts are encumbered or subject to any term,
                condition or restriction except as stated in the applicable
                Contract or as provided by
                law.

            


    

     

     

    3.09   Compliance
      with Laws.

     

    
      	
            	
              (a)

            	
              The
                Company and the
                Affiliates have complied with and are in
                compliance with all laws, ordinances, regulations, rules, codes,
                executive
                orders, orders, judicial and/or administrative decisions, license
                requirements or other requirements, including without limitation,
                any
                building, land use, zoning, fire or environmental laws or codes applicable
                to its business, the products manufactured and sold thereby, the
                services
                provided thereby, the assets owned and leased by the
                Company or the
                Affiliates, and/or any combination of such
                activities. To the best of each Seller’s
                knowledge, there is no pending or threatened investigation by any
                governmental or quasi-governmental body or agency with regard to
                the
                operations of the Company or the
                Affiliates’
business.

            


    

     

    
      	
            	(b)	
              The
                Company and the
                Affiliates are and have always been: (i) duly
                licensed, possessing all franchises, easements, permits, licenses,
                approvals and other authorizations for their respective business
                (collectively, “Permits”) required by all
                applicable laws in their respective jurisdiction, that are necessary
                to
                permit them to engage in their business and to own and operate their
                assets in all applicable jurisdictions; and (ii) in compliance with
                all
                Permits. All such Permits are listed on
                Schedule O and are valid, in full force and effect and not subject
                to challenge. All reports, informational returns and updates which
                the
                Company (including its
                Affiliates ) is required to file under any
                applicable law, rule, regulation or order with regard to the foregoing
                have been filed in a timely manner and all fees relating to the same
                have
                been paid. The Company or its
                Affiliates has not
                breached any provision of, is not in default in any respect under
                the
                terms of, nor has the Company or its
                Affiliates engaged in any activity which would
                cause revocation or suspension of any of its
                Permits. No action, proceeding or investigation
                contemplating the revocation or suspension of any
                Permit is pending, threatened or likely to
                be
                instituted. To the best of each Seller’s
                knowledge, there is no reason why any Permit
                would not be renewed. The transfer of the Purchased
                Shares as contemplated herein will not affect the validity
                or enforceability of Permits,
                Contracts or other rights and
                entitlements.

            


    

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    3.10
      Litigation

     

    Except
      as
      set forth on Schedule P, there are no administrative, governmental or judicial
      (satisfied and/or unsatisfied) suits, claims, actions, arbitrations, proceedings
      or investigations, pending or threatened, (a) which could relate to or affect
      the Company or the
Affiliates, or (b) against any
      Seller or the Company or the
Affiliates
      for the purposes of challenging, enjoining
      or preventing the execution or delivery of this
Agreement, the performance of the terms and conditions
      hereof or the consummation of the transactions contemplated hereby. No
Seller is aware of any basis upon which any such suit,
      claim, action, arbitration, proceeding or investigation could be brought or
      initiated. The Company or the
Affiliates is not bound by, subject
      to or in default
      under any order, judgment, award, writ, injunction or other ruling of any court,
      administrative or governmental authority.

    


    3.11  Other
      Liability

     

    Except
      as
      set forth in this Agreement or in any of the Schedules
      attached hereto, there are no liabilities, claims, lawsuits or events which
      could be the basis of a claim or lawsuit, loss, damage, deficiency,
      indebtedness, responsibility or other obligation of any nature or kind
      whatsoever, whether known or unknown, fixed or unfixed, liquidated or
      unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise
      and whether due or to become due. Except for instruments endorsed for collection
      in the ordinary course of business, the Company or its
Affiliates is not liable under,
      a party to or an
      endorser, guarantor, surety, co-signor, co-maker or indemnitor of any contract,
      agreement, commitment or obligation of any person, corporation, firm or
      entity.

     

    3.12  Taxes

     

    
      	
            	
              (a)

            	
              Unless
                otherwise directed in Schedule D-1-2, the
                Company has: (i) timely filed, on or prior to
                the ClosingDate, all
                Taxes (as defined below) returns, reports,
                schedules, documents and declarations requires to be filed by any
                jurisdiction to which the Company or its
                Affiliates is or has been subject; (ii) timely
                paid in full all Taxes due and all
                Taxes claimed to be due by each such
                jurisdiction; (iii) made timely withholdings and timely payments
                of any
                Taxes required to be deducted and withheld
                from
                the wages or other amounts paid to employees of the
                Company and its
                Affiliates or to others on or prior to the
                Closing Date; and (iv) fully accrued in their
                respective financial statements all Taxes, for
                any periods, not yet due.  All Tax
                returns, schedules and declarations filed by the
                Company and its
                Affiliates correctly reflect, in all respects,
                the matters required to be reported therein including, where appropriate,
                income, expense, deductions, credits, loss carryovers and Taxes due,
                and
                such returns, schedules and declarations have not been amended. There
                are
                no controversies or claims, pending or otherwise, that have been
                asserted
                against the Company or its
                Affiliates that any Seller has a reasonable
                basis to anticipate will be asserted against the
                Company or its
                Affiliates or which would result in
                Burdens on any of the assets of the
                Company or its
                Affiliates and/or the Purchased
                Shares or that would result in any claim against
                Purchaser, the Company
                or its Affiliates, with regard to
                Taxes.

            


    

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

    


     

    
      	
            	(b)	
              There
                are no outstanding agreements or waivers extending the statutory
                period of
                limitations applicable to any Taxes return of
                the Company and its Affiliates
                for any period.  No any taxing authority has audited any tax
                return of report filed by the Company or its
                Affiliates for any taxable period beginning
                after September 30th,
                2007. No
                Seller has any knowledge that an audit of the
                Company or its
                Affiliates’ tax returns is in progress and no
                Seller has any reason to believe that any other
                audit is contemplated. Sellers have provided
                true, correct and complete copies pf the Company
                or its Affiliates’ Tax returns for each taxable
                period beginning on and after January 1st,
                2005.

            


    

     

    
      	
            	
              (c)

            	
              Tax
                and Taxes mean income taxes (whether federal,
                provincial, state, local or foreign of other taxes on or measured
                by
                income, gross receipts, profits or occupations), franchise taxes,
                excise
                taxes, employment taxes, unemployment taxes, compulsory profit sharing
                distributions, payroll taxes, employee taxes, employer taxes, sales
                and
                use taxes, personal property taxes(including any liability for personal
                property taxes accruing, arising or in any way resulting from or
                determined with respect to or in any way relating to or referenced
                by any
                period prior to the Closing Date), transfer
                taxes, ad valorem taxes, value added taxes, taxes levied on assets,
                per
                capita taxes, head taxes, taxes arising as result of the transfer
                of the
                Purchased Shares or otherwise by virtue of the
                consummation of the transactions contemplated in this
                Agreement, and any other tax or taxes imposed,
                whether or not assessed, by any federal, provincial, state, municipal,
                local or other governmental agency, foreign or domestic, including
                assessments in the nature or taxes, as well as interest an penalties
                on
                any of the foregoing, of the Company or its
                Affiliates, whether arising before, on or after
                the Closing
                Date.

            


    

     

    3.13
      Labor Relations

     

    The
      persons employed by the Company and its
Affiliates on the Closing
      Date hereof (collectively, the
“Employees”) are solely and exclusively those
      indicated in the payrolls and records of each of the
Company and its Affiliates.
      The Employees are listed by duties, relevant
      employment category and remuneration on Schedule Q. The
Employees have been duly remunerated for all services
      performed by them in the course of their working relationship with the
Company and its Affiliates
      and such remuneration is in compliance with the provisions of all applicable
      laws and contracts (including any collective labor agreements). The
Company or its Affiliates
      has established sufficient provisions on their respective current financial
      statements to cover the relative payments owed to each of their respective
      employees and any remuneration or rights which have accrued but which are not
      yet payable. With respect to the remuneration paid to the
Employees, all contributions have been made relating
      to compulsory health insurance and social security and the relevant amounts
      have
      been duly paid, as provided under applicable law. The
Company or its Affiliates is
      in full compliance with all Laws and applicable labor collective agreements
      respecting employment and employment practices, terms and conditions of
      employment, pay equity and wages and hours, and laws and regulations concerning
      health and safety in the workplace. There is no, unless otherwise directed
      in
Schedule H, labor strike, dispute, slowdown or stoppage actually pending,
      involving or threatened against the Company or its
Affiliates. No employment complaint
      or grievance
      exists on the date hereof as regards any Employee. All
      vacation pay, bonuses, commissions and other employee benefit payments are
      reflected and have been accrued respectively in the books and records of the
      Company and its Affiliates.
      No payments of salary, pension, bonuses or other remuneration of any nature
      have
      been made or authorized since September 30th, 2007,
      to any
      officers, directors, former directors, shareholders or employees of the
Company and its Affiliates
      or to any person or entity not dealing at arm’s length with any of the
      foregoing, except in the ordinary course of business and at regular rates.
      The
      terms of employment applicable and actually applied to the
Employees are solely those provided by the applicable
      law and by the provisions of the applicable collective labor agreement. No
      special terms of employment exist, of a collective or individual nature, which
      provide for the regulation of the relationship with the Employees or with any
      of
      them in a manner other than that of the provisions referred to herein. No
      pension scheme arrangements have been put in place other than those required
      by
      provisions of law. The duties actually performed by each of the
Employees correspond to the relevant category
      specified in respect of that Employee in Schedule
      Q, except as otherwise provided on such Schedule. No disputes or claims
      for
      remuneration adjustments or of any other kind by any
Employee, or by the relevant trade unions, are pending
      and no situation exists which may give rise to any such disputes or claims
      in
      the future. No person having had or now having a business relationship with
      the
Company and its Affiliates
      has any right to assert a claim based on the subordinated nature of such
      relationship.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    3.14
      Distributors. Sales Representatives and Agents

     

    Attached
      hereto as Schedule R is a complete and accurate list of all distributors,
      sales representatives, agents, and business finders used by the
Company and its Affiliates.
      Neither the Company nor its
Affiliates is in breach of any
      such distribution,
      sales representative, agency or business finder agreements. Neither the
Company nor its Affiliates
      has duplicated the award of exclusive rights to different persons or entities
      within the same territory. The relationships between the
Company(including its
Affiliates) and its distributors,
      sales
      representatives, agents, and business finders have been established and
      conducted in such a way that no such person is entitled to claim that he/she
      is
      an employee of the Company or its
Affiliates.

    


    3.15
      Inventory

     

    All
      items
      of the Company and its
Affiliates’ inventories of raw
      materials, work in
      process, finished goods, packaging materials and supplies, point of sale
      supplies, color cards, brochures, printed materials, signs and displays are
      in
      good condition and of a quality usable and salable in the ordinary course of
      business, unless otherwise directed in Schedule D-1-9 and Schedule D-2-3.
      Both Parties agree the details of inventory shall be determined by counting
      on
      September 30th,
      2007.

    


    3.16
      Warehouses

     

    Schedule
      S sets forth a complete, correct and segregated list by company, of all
      warehouses and other locations, other than the Leased Real
      Property, at which any assets of the
Company and its Affiliates
      are situated, together with a description of the assets at such
      location.

    


    3.17 Bankruptcy

     

    No
      proceedings, whether voluntary or involuntary, are pending or threatened against
      the Company, its Affiliates
      or any Seller, nor is the
Company, its Affiliates
      or
      any Seller contemplating any such proceedings, under
      the bankruptcy laws and/or receivership or similar laws of China or of any
      other
      country or jurisdiction.

    


    3.18
      Satisfactory Relationships

     

    The
      Company and its Affiliates’
relationships with
      customers, vendors, suppliers, employees, governmental
      authorities, health care organizations and others with whom the
Company or its
Affiliates  has dealings are satisfactory
      and have not suffered any adverse deterioration since September 30th, 2007.
      To the best
      of each Seller’s knowledge, there is no proposed or
      contemplated termination or other changes in such satisfactory relationships.
      The Company or its
Affiliates is not required, in
      the ordinary course of
      its business, to provide any bonding or any other financial security
      arrangements in connection with any transactions with any customers or
      suppliers.

    


    3.19
      Subsidiaries and Equity Investments.

     

    The
      Company or its Affiliates
      has no subsidiaries, or any direct or indirect beneficial or equity interest,
      or
      debt convertible into any equity interest, in any entity, corporation or
      otherwise other than set forth in Schedule D. The
Company has no obligation or right of any kind
      or
      nature whatsoever to purchase any shares, securities or any other form of
      investment or interest in any entity, corporation or otherwise.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


     

    3.20
      Representations and Warranties

     

    Each
      of
      the representations and warranties of Sellers set
      forth in this Article III, each of which is material to and is being relied
      upon
      by Purchaser, shall be true and correct as of the
Closing Date.

    


    3.21
      Disclosure

     

    no
      representations or warranties of Sellers contained in
      this Agreement, and no statements contained herein or
      in any schedule, agreement, document, instrument or communication furnished
      to
      Purchaser pursuant hereto, contains any untrue statement of fact, or omits
      to
      state a fact which is necessary in order to make the statements contained herein
      or therein in light of the circumstances under which they were made not
      misleading. There is no fact to the best of Sellers’ knowledge to
      Sellers which is not disclosed herein or which could adversely
      affect the operations, properties or financial condition of the
Company.

    


    ARTICLE
      IV

    Representations
      And Warranties Of Purchaser

    


    Purchaser
      hereby represents and warrants to Sellers that
      hereunder, each of which is material to and is being relied upon by
Sellers:-

    


    4.01
      Organization, Good Standing and Authority of Purchase

     

    Purchaser
      is a company duly organized, validly existing and in good standing under the
      law
      of USA and has full corporate power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder.
      The execution, delivery and performance of this
Agreement have been authorized by
Purchaser, which authorization
      constitutes all
      necessary corporate action on the part of Purchaser to
      execution, delivery and performance of this Agreement.
      This Agreement, and all documents required to be
      executed and delivered by Purchaser hereunder,
      constitute legal, valid and binding obligation of
Purchaser enforceable in accordance with their
      terms.

    


    4.02
      No Conflict

     

    Purchaser
      represents and warrants that neither the execution and delivery of this
Agreement, nor its performance hereto does or
      will:-

    


    
      	
               

            	
              (a)

            	
              violate,
                conflict with or constitute a default under any provision of its
                constitutional documents (if any) or applicable
                law;

            


    

    


    
      	
               

            	
              (b)

            	
              conflict
                with or result in a breach of any agreement to which
                Purchaser is a party or by which its properties
                are bound other than such covenants and agreements with respect to
                which
                failure to perform would not have a material adverse effect on the
                transactions contemplated by this
                Agreement;

            


    

    


    
      	
               

            	
              (c)

            	
              violate
                any judgment, order, injunction, decree or award of any court,
                administrative agency or governmental body against, or binding upon,
                Purchaser or its properties;
                or

            


    

    


    
      	
               

            	
              (d)

            	
              constitute
                a violation by Purchaser of any law or
                regulation applicable to it or its
                properties.

            


    

    


    4.03
      No Broker or Finder

     

    No
      broker, finder or agent has acted directly or indirectly for
Purchaser in connection with this
Agreement or with the transactions
      contemplated by
      this Agreement.

    


    4.04
      Representations and Warranties

     

    Each
      of
      the representations and warranties of Purchaser set
      forth in this Article IV, each of which is material to and is being relied
      upon
      by Sellers, shall be true and correct as of the
Closing Date.

    


    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        
STOCK PURCHASE AGREEMENT

    

    
       

      ARTICLE
        V

      Survival
        Of Presentations And Warranties

    

    


    5.01
      Survival of Representations and Warranties of
Sellers

     

    Unless
      otherwise indicated herein, the covenants, representations and warranties of
      Sellers contained in this
Agreement and any agreement,
      instrument, certificate
      or other document executed or delivered pursuant hereto or thereto shall survive
      by one (1) year upon the Completion of the transactions contemplated
      hereby.

    


    5.02
      Survival of Representations and Warranties of
Purchaser

     

    Unless
      otherwise indicated herein, the covenants, representations and warranties of
      Purchaser contained in this
Agreement and any agreement,
      instrument, certificate
      or other document executed or delivered pursuant hereto or thereto shall survive
      by one (1) year upon the Completion of the transactions contemplated
      hereby.

    


    5.03
      Interruption Due to Notice of Claim

     

    For
      the
      purpose of this Article V, Purchaser and
Sellers agree that each representation
      and warranty,
      and the covenants contained in this Agreement will
      continue to survive beyond the relevant terms indicated under Section 5.01
      and
      5.02 abovementioned, until the relevant claim of indemnity has been resolved
      as
      provided for in this Agreement.

    


    ARTICLE
      VI

    Covenants

    6.01
      Further Assurance

     

    Notwithstanding
      the Completion, if Purchaser considers or is advised
      that any further assignment conveyance, consents or other documents are
      necessary or desirable to vest, perfect, confirm or record in Purchaser title
      to
      the Purchased Shares or to aid in the prosecution, defense or enforcement of
      any
      rights arising from the sale and transfer or the Purchased
      Shares including all interests rights pertaining to such
Purchased Shares, each Seller
shall
      execute and deliver promptly to
Purchaser any and all deeds, assignments, power of
      attorney, consents or other documents and do all things requested by Purchaser
      to vest, perfect or confirm title to the Purchased
      Shares in Purchaser or to convey such
      other rights as provided herein or to otherwise carry out the intent of this
      Agreement.

     

    Notwithstanding
      the Completion, if Sellers considers or is advised
      that any further assignment conveyance, consents or other documents are
      necessary or desirable to vest, perfect, confirm or record in
Sellers title to the Consideration
      Shares or to aid in the prosecution, defense or enforcement of any
      rights arising from the sale and transfer or the Consideration
      Shares including all interests rights pertaining to such
Consideration Shares,
Purchaser shall
      execute and deliver promptly to
Sellers any and all deeds, assignments, power of
      attorney, consents or other documents and do all things requested by
Sellers to vest, perfect or confirm title to the
Consideration Shares in
Sellers
      or to convey such other rights as provided
      herein or to otherwise carry out the intent of this
Agreement.

    


    6.02
      No Public Announcements

     

    Except
      as
      otherwise mandatorily required under any applicable laws, regulations or rules
      issued by any  government, public body or authority, regulatory
      authority or stock exchange authority having jurisdiction on either party,
      none
      of the parties to this Agreement nor any subsidiary
      and affiliate thereof shall make any public announcement relating to the
      transactions contemplated by this Agreement, without
      the prior consent of the other party.

    


    6.03
      Confidentiality

     

    Upon
      execution of this Agreement and for an indefinite term
      thereinafter, Sellers shall keep confidential and
      shall not disclose to any person, company, corporation, firm or entity any
      information, documents and/or materials relating to the
Company or the content of this
Agreement, except to the extent
      disclosure of any such
      information is required by laws, authorized by
Purchaser or reasonably occurs in connection with
      dispute over the terms of this Agreement.

     

    6.04
      Supplemental Disclosure

     

    Sellers
      will immediately notify Purchaser of any event or
      circumstance which (a) makes it necessary to correct any representation and
      warranty in Article III which has been rendered inaccurate thereby, or (b)
      arises hereafter and which, had it existed on or prior to the date hereof,
      would
      have resulted in an inaccuracy in a representation and warranty in Article
      III.

    


     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    ARTICLE
      VII

    Sellers’s
      Obligations

    


    7.01
      Accuracy of Representations and Warranties

     

    All
      representations and warranties made by Sellers in this
Agreement shall be true and
      correct in all respects on
      and as of Signing, and Sellers shall have performed or
      complied in all respects with all covenants, agreements and conditions contained
      in this Agreement which are required to be performed
      or complied with. But the Investment Sellers (as
      defined in Schedule A) only take the obligations under Clause 3.02
      hereof.

    


    


    7.02
      Transfer of Title

     

    Sellers
      shall execute and deliver this Agreement and such
      other documents required to be executed and delivered by
Sellers pursuant to this
Agreement in order to give effect
      to the transaction
      contemplated hereby or to vest in Purchaser good and
      valid title in and to the Purchased Shares and confer
      on Purchaser all such other rights or powers
      incidental or in relation to the Purchased Shares,
      including without limitation voting rights, rights to obtain dividends and
      other
      distributions, and rights to dispose and/or transfer the Purchased
      Shares in the future. Sellers shall sign
      and deliver to Purchaser such other documents
      necessary in order to properly register Purchaser as
      owner of the Purchased Shares.

    


    


    ARTICLE
      VIII

    Purchaser’s
      Obligations

    


    8.01
      Accuracy of Representations and Warranties

     

    All
      representations and warranties made by Purchaser in
      this Agreement shall be true and correct in all
      respects on and as of Signing, and Purchaser shall
      have performed or complied in all respects with all covenants, agreements and
      conditions contained in this Agreement which are
      required to be performed or complied with.

    


    8.02
      Further Assurances

     

    Purchaser
      shall cooperate or cause the Company to cooperate with
Sellers and shall execute
      and deliver or cause the
Company to execute and deliver to
Sellers such other instruments
      and documents and take
      such other actions as may be reasonably requested by
Sellers in order to carry out, evidence and confirm
      the rights and the intended purpose of this
Agreement.

    


    8.03
      Promise not to sell the Land Use Right and Ownership of
      Buildings

     

    Purchaser
      promises not to sell the Land Use Right and/or
Ownership of Buildings, also not to result
      in the same
      case as if the Land Use Right and/or
Ownership of Buildings had been sold, within
      three (3)
      years upon the Closing Date or before the
Company is listed in AMEX,
      NASDAQ, NYSE or other major
      Security Exchanges, unless the deputy of Sellers
      consents.

     

    Each
      Seller shall jointly nominate a deputy upon the
Closing Date for reason of here
      above.

    


    ARTICLE
      IX

    Conditions
      Precedent To Obligations Of Purchaser

    


    The
      obligation of Purchaser to consummate the transaction
      contemplated by this Agreement shall be subject to
Sellers’ satisfaction, or written
      waiver by
Purchaser, on or prior to the Closing
      Date, of each of the following conditions:-

    


    9.01
      Accuracy of Representations and Warranties and Performance of
      Obligations

     

    All
      representations and warranties made by Sellers in this
Agreement and in any other document
      of
Sellers delivered pursuant hereto shall be true and
      correct in all respects on and as of the Closing Date,
      and Sellers shall have performed or complied in all
      respects with all covenants, agreements and conditions contained in this
Agreement on its part required to be performed of
      complied with at or prior to Closing Date, and
Purchaser shall have received
      a certificate signed by
      each such Sellers to the foregoing
      effect.

    


     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    9.02 Transfer of Title in and to the
Purchased Shares


    Sellers
      shall execute such instrument of transfer, each bearing the requisite stamp
      duty
      in relation to the sale of the Purchased Shares, such
      transfer to be in favor of Purchaser, and take such
      other action as determined by Purchaser to transfer to
Purchaser good and marketable
      title in and to the
Purchased Shares and to properly change the relevant
      register in the shareholder’s book of the Company or
      any other documents.

    


    9.03
      No Contrary Judgment

     

    The
      Completion shall not violate any order, decree or judgment of any court or
      governmental body having competent jurisdiction and no claim, action, suit,
      proceeding or investigation shall have been commenced, be pending or threatened
      which questions the validity of this Agreement or of
      any action taken or to be taken to consummate the transaction contemplated
      hereby or which is likely to materially and adversely affect the value of the
      Company, the Affiliates or
      the Purchased Shares.

    


    ARTICLE
      X

    Conditions
      Precedent To Obligations Of Sellers

    


    The
      obligation of Sellers to consummate the transaction
      contemplated by this Agreement shall be subject to
Purchaser’s satisfaction, or
      written waiver by
Seller, on or prior to the Closing
      Date, of each of the following conditions:-

    


    10.01
      Accuracy of Representations and Warranties and Performance of
      Obligations

     

    All
      representations and warranties made by Purchaser in
      this Agreement and in any other document of
Purchaser delivered pursuant
      hereto shall be true and
      correct in all respects on and as of the Closing Date,
      and Purchaser shall have performed or complied in all
      respects with all covenants, agreements and conditions contained in
      this Agreement on its part required to be performed of
      complied with at or prior to the Closing Date, and
Sellers shall have received
      a certificate signed by an
      officer of Purchaser to the foregoing
      effect.

    


    10.02
      Consents

     

    All
      authorizations, permits, consents, or approval of any and all governmental
      regulatory authorities and other third parties required to be obtained by
Purchaser or which are necessary to consummate the
      transaction contemplated in this Agreement shall have
      been obtained and shall be in full force and effect.

    


    10.03
      No Contrary Judgment

     

    The
      Consideration Shares transactions shall not violate
      any order, deed of judgment, of any court or governmental body having competent
      jurisdiction and no claim, action, suit, proceeding of investigation shall
      have
      been commenced, be pending or threatened which questions the validity of this
      Agreement or of any action taken or to be taken to
      consummate the transactions contemplated hereby.

    


    10.04
      Resolutions

     

    Purchaser
      shall deliver copies, certified by the Secretary or Assistant Secretary of
      Purchaser, of resolutions of
Purchaser’ board of directors
      authorizing the
      execution, delivery and performance of this Agreement
      and all other agreements, documents and instruments relating hereto and the
      consummation of the transactions contemplated in this
Agreement, which certification shall recite that such
      resolutions have not bee subsequently amended, modified or rescinded and are
      in
      full force and effect.

    


    ARTICLE
      XI

    Indemnification

    


    11.01
      Sellers’s Indemnification

     

    
      	
            	
              11.01.1

            	
              Sellers
                agrees to indemnify, defend and hold Purchaser,
                its directors, officers, employees, subsidiaries, affiliates and
                the
                successors and assigns, of any of the foregoing (“Purchaser’s
                Indemnitees”) harmless from and against any and all claims,
                liabilities, obligations, demands, damages, losses, costs, expenses
                (including reasonable attorneys’ fees and expenses), fines, penalties,
                judgments and amounts paid in settlement, imposed on, asserted against
                or
                incurred by Purchaser’s Indemnitees
                (collectively, “Purchaser’s Losses”) and which
                arise out of, in connection with, result from or are incident to
                any of
                the following:- 

               

              any
                misrepresentation or breach of any representation, warranty, covenant,
                obligation or agreement of Sellers under this
                Agreement or in any Schedule, document or
                agreement furnished or to be furnished by
                Sellers under this
                Agreement;
                and

            


    

    



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

    
 

    
      	
               

            	
              (a)

            	
              any
                claims, demands, suits, investigations, proceedings or actions by
                any
                third party containing or relating to allegations that, if true,
                would
                constitute a breach of, or misstatement in, any one of the representations
                and warranties of
                Purchaser.

            


    

    


    
      	
            	11.01.2	
              Both
                parties understand and acknowledge that any liability, debt,
                responsibility or duty with respect to the Purchased
                Shares before the transfer, whether actual or contingent,
                having occurred or possible to occur in the future, shall be born
                by
                Sellers notwithstanding that
                Sellers have transferred to
                Purchaser all its titles, interests and rights
                to and in the Purchased Shares. In the event
                that, after the Purchased Shares transfer,
                Purchaser is claimed by any party or is required
                by law to incur any liability, debt, responsibility or duty in connection
                with the Purchased Shares or the
                Company, Sellers shall
                indemnify, hold Purchaser harmless or cause the
                Company to indemnify, hold
                Purchaser harmless from and against all such
                liability, debt, responsibility or duty. But such indemnify will
                not
                exceed the value of 40% of Consideration Shares
                and 40% of Options (both are US$ 0.64 per
                share).

            


    

    


    11.02
      Purchaser’s Indemnification

     

    Purchaser
      agrees to indemnify, defend and hold Sellers harmless
      from and against any and all claims, liabilities, obligations, demands, damages,
      losses, costs, expenses (including reasonable attorneys’ fees and expenses),
      fines, penalties, judgments and amounts paid in settlement, imposed on, asserted
      against or incurred by Sellers and which arise out of,
      in connection with, result from or are incident to any misrepresentation or
      breach of any representation, warranty, covenant, obligation or agreement of
      Purchaser in this Agreement
      or in any document or agreement furnished or to be furnished by
Purchaser under this
Agreement.

    


    11.03
      Claim for Indemnification

     

    Any
      party
      seeking indemnification under the provisions of this
Agreement, within sixty (60) days of the time it
      discovers that it has a claim against another party or promptly upon receipt
      of
      written notice of any claim or the service of a summons or other initial legal
      process upon it in any action instituted against it which relates to this
Agreement, shall give written notice of such claim, or
      the commencement of such action, to the party from whom indemnification will
      be
      sought hereunder.

    


    


    ARTICLE
      XII

    Completion/Closing
      Date

    


    This
      Agreement will go into effect upon the signing of both
      Parties, the signing date will be Closing Date.
      (“Completion”). The parties will in good faith use all
      reasonable efforts to achieve the
Completion

    


    ARTICLE
      XIII

    Termination

    


    This
      Agreement may be terminated and upon such termination
      the SPA contemplated herein shall be abandoned at any time within one hundred
      and eighty (180) days upon Closing Date under any one
      of the following circumstances:-

    


    
      	
              (a)

            	
              by
                mutual written consent of the parties
                hereto;

            


    

    


    
      	
              (b)

            	
              by
                Purchaser or Sellers,
                if the other fails to satisfy and/ or perform the conditions precedent
                set
                forth in Article IX and X;

            


    

    


    
      	
              (c)

            	
              by
                Purchaser or Sellers,
                if any court of competent jurisdiction or any governmental body or
                agency
                shall have issued an order, decree or ruling, or taken any other
                action,
                restraining, enjoining or otherwise prohibiting the consummation
                of the
                transaction contemplated by this
                Agreement;

            


    

     

    
      	
              (d)

            	
              by
                Purchaser, if, as a result of
                Purchaser’s investigation of the
                Company or the Purchased
                Shares, the same are deemed to be frustration of the
                Agreement;

            


    

    


    
      	
              (e)

            	
              by
                Purchaser or Sellers if, in the
                case of Purchaser, there has been a material
                misrepresentation or breach of warranty in the representation and
                warranties of Sellers made under this
                Agreement or if, in the case of
                Sellers, there has been a material
                misrepresentation or breach of warranty in the representation and
                warranties of Purchaser made under this
                Agreement.

            


    

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        STOCK
          PURCHASE AGREEMENT

      

    

     

    Any
      termination pursuant to this Article XIII will not affect the obligations of
      the
      parties under Article XIV (Expenses) or Section 6.03 (Confidentiality), and
      will
      be without prejudice to either party’s legal rights and remedies available to
      such party by reason of the other party’s breach of this
Agreement occurring prior to such termination.
      Notwithstanding anything in this Agreement to the
      contrary, if Purchaser: (i) has complied with all of
      the conditions contained in Article X; (ii) has notified any of
Sellers of its intention to consummate the
      transactions contemplated under this Agreement, and
      (iii) is ready and able to transfer the Consideration
      Shares to Sellers if the transaction
      hereunder is not consummated due to the refusal of Sellers to perform any of
      its
      obligations under this Agreement,
Purchaser will be entitled to
      specifically enforce the
      terms of this Agreement in a court of competent
      jurisdiction, it being acknowledged that monetary damages available to
Purchaser in such case cannot be adequately determined
      at law. If the Sellers has transferred the
Purchased Shares to
Purchaser
      if the transaction hereunder is not
      consummated due to the refusal of Purchaser to perform
      any of its obligations under this Agreement,
Sellers will be entitled to
      specifically enforce the
      terms of this Agreement in a court of competent
      jurisdiction, it being acknowledged that monetary damages available to
Sellers in such case cannot be adequately determined
      at law.

    


    ARTICLE
      X IV

    Expenses

    


    The
      attorney fee and accountant fee shall be born by
Purchaser and Sellers in
      half. Purchaser agrees that the portion bore by
Sellers may be paid by the
      Company. In reason of this approach,
Sellers shall make sure such
      payment will match the
      Article of Associations of the Company.

     

     

    ARTICLE
      XV

    Arbitration
      Proceeding

    


    Any
      dispute arising out of or in connection with this
Agreement, including those relating to the
      interpretation, application or termination for whatever reason of this
Agreement, which is not settled amicably within
      forty-five (45) days by Sellers and
Purchaser, at either party’s request shall be
      submitted for final determination by arbitration in accordance with the CIETAC
      Arbitration Rules as at present in force and as may be amended from time to
      time. The place of arbitration shall be in Shanghai at China International
      Economic and Trade Arbitration Committee (CIETAC) Shanghai Branch. Any such
      arbitration shall be administered by CIETAC in accordance with CIETAC Procedures
      for Arbitration in force at the date of this contract including such additions
      to the CIETAC Arbitration Rules as are therein contained. The arbitration panel
      shall consist of three (3) arbitrators. Two arbitrators shall be appointed,
      one
      by Sellers and one by
Purchaser. The party requesting
      arbitration shall,
      simultaneously with such request, appoint one arbitrator and shall notify the
      other of such appointment together with the arbitrator’s acceptance. Within ten
      (10) business days of the receipt of such notice, the other party shall appoint
      the second arbitrator and shall notify the requesting party of such appointment
      together with the arbitrator’s acceptance. The third arbitrator, who shall act
      as Chairman of the arbitration panel, shall be appointed by the other two
      arbitrators within the following ten (10) business days. In the event either
      party fails to appoint an arbitrator or in the event no agreement is reached
      between the two arbitrators as to the appointment of the third arbitrator in
      accordance with the foregoing provisions, such arbitrator or arbitrators shall
      be appointed, upon application by the interested party, by the CIETAC in
      Shanghai. The award of the arbitrators shall be final and binding upon the
      parties and shall not be subject to any appeal or challenge whatsoever. Each
      party hereby designates its respective address, as set forth in Section 16.01
      hereof, as its respective domicile at which service of process may be made
      in
      any arbitration, legal action or proceeding arising hereunder. Each party shall
      bear its own costs and expenses related to the arbitration unless otherwise
      determined by the CIETAC in its arbitration award, and each party shall bear
      equally the costs and expenses of the arbitrators.

    


    ARTICLE
      X VI

    Miscellaneous

    


    16.01
      Notices

     

    Any
      notices, requests, claims, demands, instructions and other communications to
      be
      given hereunder to any party shall be in writing and delivered in person, sent
      either by hand delivery, by international courier, or by facsimile transmission
      with confirmation of such transmission, to the following addresses (or at such
      other address or number as specified in writing by the other party pursuant
      hereto):-

    


    
      	
              If
                to Sellers

            	
              Thomas
                Chia

              No.
                666, West Kang Qiao Road, Kang Qiao Industry Zone, Pu Dong District,
                Shanghai, P.R.C.

            


    

    


    
      	
              If
                to Purchaser

            	
              Jing
                Jing Long

              10925
                Schmidt Road,

            
	 	
              El
                Monte, CA 91733 USA

            
	 	 


    

    


    16.02
      Amendments

     

    This
      Agreement may be amended only upon the mutual written
      consent of the parties hereto.

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        STOCK
          PURCHASE AGREEMENT

      

    

     

    16.03
      Duplicates, Originals Counterparts

     

    This
      Agreement may be executed in counterparts, each of
      which shall be deemed to be an original, but all of which together shall
      constitute one and the same agreement.

    


    16.04
      Entire Agreement

     

    This
      Agreement, including the Schedules hereto, constitutes
      the entire agreement between the parties with respect to the subject matter
      hereof and supersedes all prior agreements and understandings between the
      parties. There are no representations, warranties, undertakings or agreements
      between the parties with respect to the subject matter of this
Agreement except as set forth herein.

    


    16.05
      Non-Assignability

     

    None
      of
      the parties hereto may assign its rights, interests, obligations or liabilities
      under this Agreement or delegate its duties without
      the prior written consent of the other party.

    


    16.06
      Headings

     

    The
      headings contained in this Agreement are for
      convenience of reference only and shall not affect the interpretation of
      this Agreement.

    


    16.07
      Governing Law

     

    This
      Agreement shall be governed and construed in
      accordance with the laws of People’s Republic of China.

    


    16.08
      Remedies

     

    No
      remedy
      conferred by any of the specific provisions of this
Agreement is intended to be exclusive of any other
      remedy, and each and every remedy will be cumulative and will be in addition
      to
      every remedy given under this Agreement or now or
      subsequently existing, at law or in equity, by statute or otherwise. The
      election of any one or more remedies by Purchaser or
Sellers will not constitute
      a waiver of the right to
      pursue other available remedies.

    


    16.09
      Severability

     

    In
      the
      event any term or provision of this Agreement shall be
      deemed to be illegal, invalid or unenforceable for any reason, such illegality,
      invalidity or unenforceability will not affect any other term or provision
      of
      this Agreement and the parties shall endeavor to
      replace the invalid or null and void provision(s) with such which correspond
      best to the intentions of the parties hereto.


    16.10
      Language

     

    This
      Agreement shall be written in English and Chinese,
      both versions shall be equally authentic. In case of any discrepancy between
      the
      two versions, the Chinese version shall prevail.

    


    ***************************************************************************


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the
      date hereinbefore stated.

    


    Purchaser:

    
      	
              Tank
                Sports Inc.

              By:
                /s/  Jing Jing Long

              Title:
                CEO

            


    

    


    Seller:

    
      	
              (Each
                Seller who entrusted Mr. Thomas Chia to sign this Agreement are listed
                in
                Schedule A)

               

               

              By:
                /s/  Thomas Chia

              Title:
                Executive Director

            	 
	
               

               

              /s/  Thomas
                Chia

               

            	
               

               

              /s/ 
                Stanley Chan

               

            
	
               

               

              /s/ 
                Chan Iong Sang

               

            	 
	 	 


    

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


    SCHEDULES

    


    
      	
              A

            	
              Sellers

            	
              1.01

            
	
              B

            	
              Total
                PMI Shares Holder by Seller

            	
              1.02(a)

            
	
              C

            	
              Consideration
                Shares & Transfer Sechedule

            	
              1.02(b)

            
	
              D

            	
              List
                of the Assets

            	
              2.02(a)

            
	
              E

            	
              Affiliates

            	
              3.01(b);
                3.03; 3.04

            
	
              F

            	
              List
                of Debts

            	
              2.02(b)

            
	
              G

            	
              Finance
                Statement

            	
              1.02(a);
                3.04

            
	
              H

            	
              Due
                Diligence Report

            	
              1.02(a)

            
	
              I

            	
              List
                of Real Estates

            	
              3.05(a)

            
	
              J

            	
              List
                of Leasing

            	
              3.05(b)

            
	
              K

            	
              List
                of Machines and Equipment

            	
              3.06

            
	
              M

            	
              List
                of Proprietary Rights

            	
              3.07(a)

            
	
              N

            	
              Contracts

            	
              3.08

            
	
              O

            	
              Certificates

            	
              3.09(b)

            
	
              P

            	
              Litigations

            	
              3.10

            
	
              Q

            	
              List
                of Employees

            	
              3.13

            
	
              R

            	
              Distributors,
                Sales and Agents

            	
              3.14

            
	
              S

            	
              Warehouses

            	
              3.16

            
	
              T

            	
              Others

            	
              3.11

            


    

    


     

     

     

     

     

    
 

    



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


    Schedule
      A,B,C (Combined)

     

    


     

    
      	
              Name
                of Seller

              

            	
              PMI
                Shares Owned and to be transferred by Seller

            	
               

              Total
                Number of Consideration Shares/Warrants Received

               

            	
              Number
                of Shares to be Transferred to Seller within 45 days after the Closing
                Date

            	
              Number
                of Shares to be Transferred to Seller on the 180th date following
                the
                Closing Date

            
	
              Shareholder

              &
                Management

            	 	 	 	 
	
              Thomas
                Chia

            	
              1,441,610

            	
              549,185/205,944

            	
              32,9511

            	
              219,674

            
	
              Stanley
                Chan

            	
              756,558

            	
              288,212/108,080

            	
              172,927

            	
              115,285

            
	
              Joseph
                Chan

            	
              247,040

            	
              94,110/35,291

            	
              56,466

            	
              37,644

            
	
              Shareholder
                & Investor

            	 	 	 	 
	
              Asia
                Star IT Fund LP

            	
              585,868

            	
              223,188/83,696

            	
              133,913

            	
              89,275

            
	
              Kilin
                To

            	
              19,529

            	
              7,440/2,790

            	
              4,464

            	
              2,976

            
	
              Jonas
                Wang

            	
              465

            	
              177/66

            	
              106

            	
              71

            
	
              Ada
                Yuen

            	
              1,255

            	
              478/179

            	
              287

            	
              191

            
	
              Chong
                Family Trust

            	
              465

            	
              177/66

            	
              106

            	
              71

            
	
              Eric
                Lin

            	
              930

            	
              354/133

            	
              212

            	
              142

            
	
              Shareholder
                & Non-Management

            	 	 	 	 
	
              Michael
                Tung

            	
              465

            	
              177/66

            	
              106

            	
              71

            
	
              Mitchell
                Tseng

            	
              2,325

            	
              886/332

            	
              532

            	
              354

            
	
              Tse
                Kwong

            	
              288,7500

            	
              1,100,000/412,500

            	
              660,000

            	
              440,000

            
	
              Christina
                Mou

            	
              900,000

            	
              342,857/128,571

            	
              205,714

            	
              137,143

            
	
              Inspirational
                Wisdom Ltd

            	
              1,500,000

            	
              571,429/214,286

            	
              342,857

            	
              228,572

            
	
              Lee
                Chang Chi

            	
              448,612

            	
              170,900/64,088

            	
              102,540

            	
              68,360

            
	
              Ying
                Ming Che

            	
              1,497,378

            	
              570,430/213,912

            	
              342,258

            	
              228,172

            
	
              Cheng
                Wen Cheng

            	
              52,500

            	
              20,000/7,500

            	
              12,000

            	
              8,000

            
	
              Smartman
                Enterprises Ltd

            	
              157,500

            	
              60,000/22,500

            	
              36,000

            	
              24,000

            
	
              Total

            	
              10,500,000

            	
              4,000,000/1,500,000

            	
              2,400,000

            	
              1,600,000

            


    

     

     

     

     

     

     

     

     

     

     

     21