Desert Canadians Ltd.: Exhibit 10.2 - Filed by newsfilecorp.com





AFFILIATE STOCK PURCHASE AGREEMENT

     This Affiliate Stock Purchase
Agreement (this "Agreement"), is made as of March 12, 2013, by and
between Carol Callaghan, a businessperson, of 6 St. George’s Crescent, Edmonton,
Alberta T5N 3M7 (the “Seller”) and Glenn Sanford, a businessperson, of 910
Harris Avenue, Suite 305, Bellingham, Washington 98225 (the “Purchaser”).

RECITALS

     WHEREAS, the Seller is the owner
of 40,000,000 restricted shares of common stock of Desert Canadians Ltd., a
Delaware corporation (the "Company"); and

     WHEREAS, the Seller proposes to
sell to the Purchaser 40,000,000 restricted shares of common stock of the
Company (the "Purchased Shares"), on the terms set forth herein.

In consideration of the premises, representations, warranties
and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.            PURCHASE
AND SALE

1.1          The
Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and
the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares at
a purchase price per share of US $0._______ for an aggregate purchase price of
US $42,500 (the "Purchase Price") payable on the Closing Date (as
defined below).

2.            REPRESENTATIONS
AND WARRANTIES OF THE SELLER 

2.1          The
Seller warrants, covenants and represents to the Purchaser with the intention of
inducing the Purchaser to enter into this Agreement that:

	 	(a) 	
      immediately prior to and at the date on which the closing
      of the purchase and sale of the Purchased Shares occurs (the "Closing
      Date"), the Seller shall be the legal and beneficial owner of the
      Purchased Shares and on the Closing Date, the Seller shall transfer to the
      Purchaser the Purchased Shares free and clear of all liens, restrictions,
      covenants or adverse claims of any kind or character;

	 	 	 
	 	(b) 	
      the Seller has the legal power and authority to execute
      and deliver this Agreement and all other documents required to be executed
      and delivered by the Seller hereunder and to consummate the transactions
      contemplated hereby;

	 	 	 
	 	(c) 	
      as of the date of this Agreement, the Seller is, or has
      been during the past ninety (90) days, an officer, director, 10% or
      greater shareholder or "affiliate" of the Company, as that term is defined
      in Rule 144 promulgated under the United States Securities Act of 1933, as
      amended (the "Securities Act");







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	 	(d) 	
      to the best of the knowledge, information and belief of
      the Seller there are no circumstances that may result in any material
      adverse effect to the Company or the value of the Purchased Shares that
      are in existence as of the date of this Agreement or may hereafter
      arise;

	 	 	 
	 	(e) 	
      as of the Closing Date, the Seller will not be indebted
      to the Company and the Company will not be indebted to the
  Seller;

	 	 	 
	 	(f) 	
      as of the date of this Agreement, the authorized capital
      of the Company consists of 220,000,000 shares of common stock, par value
      US $0.00001 per share, of which a total of 40,086,000 shares have been
      validly issued, are outstanding and are fully paid and
    non-assessable;

	 	 	 
	 	(g) 	
      as of the date of this Agreement, no person, firm or
      corporation has any right, agreement, warrant or option, present or
      future, contingent or absolute, or any right capable of becoming a right,
      agreement or option to require the Company to issue any shares in its
      capital or to convert any securities of the Company or of any other
      company into shares in the capital of the Company;

	 	 	 
	 	(h) 	
      as of the date of this Agreement, the Company has no
      liability, due or accruing, contingent or absolute, and is not directly or
      indirectly subject to any guarantee, indemnity or other contingent or
      indirect obligation with respect to any other person or company not shown
      or reflected in the Company’s most recent unaudited financial statements
      (the "Financial Statements") filed on EDGAR which will not be paid in full
      either from the Purchase Price or forgiven prior to payment of the
      Purchase Price; and the Seller will pay any outstanding liability of the
      Company with the Purchase Price;

	 	 	 
	 	(i) 	
      as of the date of this Agreement, the Company has good
      and marketable title to all of its assets, and such assets are free and
      clear of any financial encumbrances not disclosed in the Financial
      Statements; and

	 	 	 
	 	(j) 	
      as of the date of this Agreement, there are no claims
      threatened or against or affecting the Company nor are there any actions,
      suits, judgments, proceedings or investigations pending or, threatened
      against or affecting the Company, at law or in equity, before or by any
      Court, administrative agency or other tribunal or any governmental
      authority or any legal basis for same.



2.2          The
Seller represents that all the above representations stated to be true as of the
date of this Agreement will be true as of the Closing Date. 

3.            REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER 

3.1          The
Purchaser represents and warrants to the Seller that the Purchaser:

	 	(a) 	
      has the legal power and authority to execute and deliver
      this Agreement and to consummate the transactions hereby
    contemplated;







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	 	(b) 	
      understands and agrees that offers and sales of any of
      the Purchased Shares prior to the expiration of a period of 12 months
      after the date of completion of the transfer of the Purchased Shares as
      contemplated in this Agreement , or such shorter period as may be required
      under the Securities Act (the "Restricted Period"), shall only be made in
      compliance with the safe harbor provisions set forth in Regulation S
      promulgated under the Securities Act, pursuant to the registration
      provisions of the Securities Act or pursuant to an exemption therefrom,
      and that all offers and sales after the Restricted Period shall be made
      only in compliance with the registration provisions of the Securities Act
      or pursuant to an exemption therefrom;

	 	 	 
	 	(c) 	
      is acquiring the Purchased Shares as principal for its
      own account, for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalisation thereof, in whole or in part,
      and no other person has a direct or indirect beneficial interest in the
      Purchased Shares; and

	 	 	 
	 	(d) 	
      has such knowledge and experience in financial and
      business matters that it is capable of evaluating the merits and risks of
      acquiring the Purchased Shares



The foregoing representations and warranties are inserted for
the exclusive benefit of the Purchaser and may be waived in all or in part by
the Purchaser by notice in writing to the Seller.

4.            INDEMNIFICATION

4.1          The
Seller hereby agrees to indemnify and hold harmless the Purchaser and the
Company against any losses, claims, damages or liabilities to which the
Purchaser or the Company may become subject insofar as such losses, claims,
damages or liabilities arise out of or are based upon taxes, real property
leases or equipment leases payable by or for which the Company has the primary
liability; and in particular, any misrepresentation of the Seller as contained
herein. Damages of the Purchaser are not limited to the amount the Seller
receives hereunder but will include the Purchaser’s or the Company’s actual cost
of any claim and full costs of negotiations and for defence.

5.            MISCELLANEOUS

5.1          The
parties hereto acknowledge that they have obtained independent legal advice with
respect to this Agreement and acknowledge that they fully understand the
provisions of this Agreement.

5.2          There
are no representations, warranties, collateral agreements, or conditions
concerning the subject matter of this Agreement except as herein specified.

5.3          This
Agreement will be governed by and construed in accordance with the laws of the
state of Delaware. The parties hereby irrevocably attorn to the exclusive
jurisdiction of the courts of Delaware with respect to any legal proceedings
arising from this Agreement.




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5.4          The
representations and warranties of the parties contained in this Agreement shall
survive the Closing Date and shall continue in full force and effect for a
period of 12 months.

5.5          This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.

5.6          Delivery
of an executed copy of this Agreement by electronic facsimile transmission or
other means of electronic communication capable of producing a printed copy will
be deemed to be execution and delivery of this Agreement as of the date set
forth on page one of this Agreement.

Each of the parties hereto has executed this Agreement to be
effective as of the day and year first above written.

 

	/s/ Carol Callaghan 	 
	Carol Callaghan 	 
	 	 
	/s/ Glenn Sanford 	 
	Glenn Sanford