Advento, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of March 12, 2013 (this
“Agreement”), by and among Advento, Inc., (the “Company”), Liang Wei Wang (the
“Seller”) and Xijian Zhou (the “Purchaser”). Each of the Company, the Seller,
and the Purchaser, are referred to herein as a “Party” and collectively, as the
“Parties”. 

BACKGROUND 

Seller intends to sell and Purchaser intends to purchase
2,500,000 restricted shares of common stock (the “Seller Shares”) of Company.
The Seller Shares represent 82.92% of the issued and outstanding capital stock
of the Company.

NOW, THEREFORE, in consideration of the foregoing and
the mutual promises and covenants herein contained, the Seller and the Purchaser
hereby agree as follows:

	1. 	
      Purchase and Sale.



The Seller shall sell, transfer, convey and deliver unto the
Purchaser the Seller Shares, and the Purchaser shall acquire and purchase from
the Seller the Seller Shares. 

	2. 	
      Purchase Price.



The purchase price (the “Purchase Price”) for the Seller
Shares, in the aggregate, is $306,680, payable at Closing (defined
below). 

	3. 	
      The Closing.

	 	 	 
		(a) 	
      General. The closing of the transactions
      contemplated by this Agreement (the “Closing”) shall take place by
      exchange of documents among the Parties by fax or courier, as appropriate,
      following the satisfaction or waiver of all conditions to the obligations
      of the Parties to consummate the transactions contemplated hereby (other
      than conditions with respect to actions the respective Parties will take
      at the Closing itself) at such date as the Purchaser and the Seller may
      mutually determine (the “Closing Date”).

	 	 	 
		(b) 	
      Deliveries at the Closing. At the Closing: (i) the
      Seller shall deliver to the Purchaser the various certificates,
      instruments, and documents referred to in Section 10(a) below; (ii) the
      Purchaser shall deliver to the Seller the various certificates,
      instruments, and documents referred to in Section 10(b) below; (iii) the
      Purchaser shall deliver the Purchase Price; (iv) an executed agreement
      between the Seller and the Company for the vend out of the Subsidiary(if
      any); and (v) the Seller shall deliver to the Purchaser a certificates
      evidencing the Seller Shares (the “Certificate”), endorsed in blank or
      accompanied by duly executed assignment documents and including a
      Medallion Guarantee or other form of transfer document acceptable to the
      Company’s transfer agent.








	4. 	
      Representations and Warranties of the
    Seller.



The Seller represents and warrants to the Purchaser that the
statements contained in this Section 4, with respect to such Seller, are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this Section 5). 

	 	(a) 	
      The Seller has the power and authority to execute,
      deliver and perform its obligations under this Agreement and to sell,
      assign, transfer and deliver to the Purchaser the Seller Shares as
      contemplated hereby. No permit, consent, approval or authorization of, or
      declaration, filing or registration with any governmental or regulatory
      authority or consent of any third party is required in connection with the
      execution and delivery by Seller of this Agreement and the consummation of
      the transactions contemplated hereby.

	 	 	 
	 	(b) 	
      Neither the execution and delivery of this Agreement, nor
      the consummation of the transactions contemplated hereby or compliance
      with the terms and conditions hereof by the Seller will violate or result
      in a breach of any term or provision of any agreement to which any Seller
      is bound or is a party, or be in conflict with or constitute a default
      under, or cause the acceleration of the maturity of any obligation of the
      Seller under any existing agreement or violate any order, writ,
      injunction, decree, statute, rule or regulation applicable to the Seller
      or any properties or assets of the Seller.

	 	 	 
	 	(c) 	
      This Agreement has been duly and validly executed by the
      Seller, and constitutes the valid and binding obligation of the Seller,
      enforceable against the Seller in accordance with its terms, except as
      enforceability may be limited by bankruptcy, insolvency or other laws
      affecting creditors' rights generally or by limitations, on the
      availability of equitable remedies.

	 	 	 
	 	(d) 	
      The Seller shall indemnify, defend and hold harmless
      Purchaser from and against all liabilities incurred by Purchaser, directly
      or indirectly, including without limitation, all reasonable attorney’s
      fees and court costs, arising out of or in connection with the execution
      of this agreement set forth in this Agreement, except where fraud, intent
      to defraud or default of payment evolves on the part of
  Purchaser.

	 	 	 
	 	(e) 	
      The Seller owns the Seller Shares free and clear of all
      liens, charges, security interests, encumbrances, claims of others,
      options, warrants, purchase rights, contracts, commitments, equities or
      other claims or demands of any kind (collectively, “Liens”), and upon
      delivery of the Seller Shares to the Purchaser, the Purchaser will acquire
      good, valid and marketable title thereto free and clear of all Liens. The
      Seller is not a party to any option, warrant, purchase right, or other
      contract or commitment that could require the Seller to sell, transfer, or
      otherwise dispose of any capital stock of the Company (other than pursuant
      to this Agreement). The Seller is not a party to any voting trust, proxy,
      or other agreement or understanding with
respect to the voting of any capital stock of the Company. 








	5. 	
      Representations and Warranties Concerning the
      Company.



The Company and Seller jointly and severally represent and
warrant to the Purchaser that the statements contained in this Section 5 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 6).


	 	(a) 	
      SEC Reports. The Company has filed all reports,
      registration statements, definitive proxy statements and other documents
      and all amendments thereto and supplements thereof required to be filed by
      it with the U.S. Securities and Exchange Commission (the “SEC Reports”),
      all of which have complied in all material respects with the applicable
      requirements of the Securities Act, the Exchange Act and the rules and
      regulations promulgated thereunder. As of the respective dates of filing
      in final or definitive form (or, if amended or superseded by a subsequent
      filing, then on the date of such subsequent filing), none of the
      Purchaser’s SEC Reports contained any untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or
      necessary in order to make the statements therein, in light of the
      circumstances in which they were made, not misleading.

	 	 	 	 
	 	(b) 	
      Organization of the Company. The Company is a
      corporation duly organized, validly existing, and in good standing under
      the laws of the State of Nevada. The Company is duly authorized to conduct
      business and is in good standing under the laws in every jurisdiction in
      which the ownership or use of property or the nature of the business
      conducted by it makes such qualification necessary except where the
      failure to be so qualified or in good standing would not have a Material
      Adverse Effect. “Material Adverse Effect” means any material adverse
      effect on the business, operations, assets, financial condition or
      prospects of the Purchaser or its subsidiaries, if any, taken as a whole
      or on the transactions contemplated hereby or by the agreements or
      instruments to be entered into in connection herewith. The Company has
      full corporate power and authority and all licenses, permits, and
      authorizations necessary to carry on its business. The Company has no
      subsidiaries and does not control any entity, directly or indirectly, or
      have any direct or indirect equity participation in any other
    entity.

	 	 	 	 
	 	(c) 	
      Capitalization; No Restrictive
  Agreements.

	 	 	 	 
	 		(i) 	
      The Company’s authorized capital stock, as of the date of
      this Agreement, consists of 75,000,000 shares of Common Stock, $0.001 par
      value per share, of which 3,015,000 shares are issued and
    outstanding.

	 	 	 	 
	 		(ii) 	
      The Company has not reserved any shares of its Common
      Stock for issuance upon the exercise of options, warrants or any other
      securities that are exercisable or exchangeable for,
or convertible into, Common Stock. All of the issued and outstanding shares of
Common Stock are validly issued, fully paid and non-assessable and have been
issued in compliance with applicable laws, including, without limitation,
applicable federal and state securities laws. There are no outstanding options,
warrants or other rights of any kind to acquire any additional shares of capital
stock of the Purchaser or securities exercisable or exchangeable for, or
convertible into, capital stock of the Purchaser, nor is the Company committed
to issue any such option, warrant, right or security. There are no agreements
relating to the voting, purchase or sale of capital stock (i) between or among
the Company and any of its stockholders, (ii) between or among the Seller and
any third party, or (iii) between or among any of the Company’s stockholders.
The Company is not a party to any agreement granting any stockholder of the
Company the right to cause the Company to register shares of the capital stock
of the Purchaser held by such stockholder under the Securities Act. 








	 	(d) 	
      Financial Statements. The Seller has provided the
      Purchaser with audited balance sheets and statements of operations,
      changes in stockholders' deficit and cash flows for the years ended April
      30, 2012 and 2011 and unaudited statements for October 31, 2012
      (collectively, the “Financial Statements”). The Financial Statements have
      been prepared in accordance with United States generally accepted
      accounting principles applied on a consistent basis, fairly present the
      financial condition, results of operations and cash flows of the Company
      as of the respective dates thereof and for the periods referred to therein
      and are consistent with the books and records of the Company. The Company
      does not have any liability (whether known or unknown, whether asserted or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, and whether due or to become due),
      including any liability for taxes, except for liabilities expressly
      specified in the Financial Statements (none of which results from, arises
      out of, relates to, is in the nature of, or was caused by any breach of
      contract, breach of warranty, tort, infringement, or violation of
    law).

	 	 	 
	 	(e) 	
      Absence of Certain Changes. Since October 31,
      2012, there has not been any event or condition of any character which has
      materially adversely affected, or may be expected to materially adversely
      affect, the Company’s business or prospects, including, but not limited to
      any material adverse change in the condition, assets, Liabilities
      (existing or contingent) or business of the Purchaser from that shown in
      the Purchaser Financial Statements.

	 	 	 
	 	(f) 	
      Legal Proceedings. As of the date of this
      Agreement, there is no legal, administrative, investigatory, regulatory or
      similar action, suit, claim or proceeding which is pending or threatened
      against the Purchaser which, if determined adversely to the Purchaser,
      could have, individually or in the aggregate, a Material Adverse
      Effect.








	 	(g) 	
      Legal Compliance. The Company has complied in all
      material respects with all applicable laws (including rules, regulations,
      codes, plans, injunctions, judgments, orders, decrees, rulings, and
      charges thereunder) of all applicable governmental authorities, and no
      action, suit, proceeding, hearing, investigation, charge, complaint,
      claim, demand, or notice has been filed or commenced against the Purchaser
      alleging any failure so to comply. Neither the Company, nor any officer,
      director, employee, consultant or agent of the Company has made, directly
      or indirectly, any payment or promise to pay, or gift or promise to give
      or authorized such a promise or gift, of any money or anything of value,
      directly or indirectly, to any governmental official, customer or supplier
      for the purpose of influencing any official act or decision of such
      official, customer or supplier or inducing him, her or it to use his, her
      or its influence to affect any act or decision of an applicable
      governmental authority or customer, under circumstances which could
      subject the Company or any officers, directors, employees or consultants
      of the Company to administrative or criminal penalties or
  sanctions.

	 	 	 	 
	 	(h) 	
      Tax Matters.

	 	 	 	 
	 		(i) 	
      The Company has filed all state and federal tax returns
      that it was required to file. All such tax returns were correct and
      complete in all material respects. All taxes owed by the Company have been
      paid. The Company is not currently the beneficiary of any extension of
      time within which to file any tax return. No claim has ever been made by
      an authority in a jurisdiction where the Company does not file tax returns
      that it is or may be subject to taxation by that jurisdiction. There are
      no security interests or Liens on any of the assets of the Company that
      arose in connection with any failure (or alleged failure) to pay any
      tax.

	 	 	 	 
	 		(ii) 	
      The Company has withheld and paid all taxes required to
      have been withheld and paid in connection with amounts paid or owing to
      any employee, independent contractor, creditor, stockholder, or other
      third party.

	 	 	 	 
	 		(iii) 	
      The Seller does not expect any authority to assess any
      additional taxes for any period for which tax returns have been filed.
      There is no dispute or claim concerning any Liability with respect to any
      taxes (a “Tax Liability”) of the Company either (A) claimed or raised by
      any authority in writing or (B) as to which the Company and the Seller has
      knowledge based upon personal contact with any agent of such authority. No
      tax returns of the Company have ever been audited or are currently the
      subject of an audit. The Seller has delivered to the Purchaser correct and
      complete copies of all federal and state income and other material tax
      returns, examination reports, and statements of deficiencies assessed
      against or agreed to by the Company since
inception.








	 	(i) 	
      Liabilities of the Company. The Company’s
      liabilities will be paid off at or prior to the Closing and will in no
      event become the liability of the Purchaser or remain the liabilities of
      the Company following the Closing.

	 	 	 
	 	(j) 	
      Disclosure. No representation or warranty by the
      Seller contained in this Agreement, and no statement contained in any
      document, certificate or other instrument delivered or to be delivered by
      or on behalf of the Seller pursuant to this Agreement, contains or will
      contain any untrue statement of a material fact or omit or will omit to
      state any material fact necessary, in light of the circumstances under
      which it was or will be made, in order to make the statements herein or
      therein not misleading.




	6. 	
      Representations and Warranties of the
      Purchaser.



The Purchaser represents and warrants to the Seller as follows:


	 	(a) 	
      The Purchaser has full power and authority to enter into
      this Agreement and to carry out the transactions contemplated hereby. This
      Agreement constitutes a valid and binding obligation of the Purchaser
      enforceable in accordance with its terms, except as (i) the enforceability
      hereof may be limited by bankruptcy, insolvency or similar laws affecting
      the enforceability of creditor's rights generally and (ii) the
      availability of equitable remedies may be limited by equitable principles
      of general applicability.

	 	 	 
	 	(b) 	
      Neither the execution and delivery of this Agreement nor
      the consummation of the transactions contemplated hereby, nor compliance
      by the Purchaser with any of the provisions hereof will: violate, or
      conflict with, or result in a breach of any provision of, or constitute a
      default (or an event which, with notice or lapse of time or both, would
      constitute a default) under, or result in the termination of, or
      accelerate the performance required by, or result in the creation of any
      Lien upon any of the properties or assets of the Purchaser under any of
      the terms, conditions or provisions of any material note, bond, indenture,
      mortgage, deed or trust, license, lease, agreement or other instrument or
      obligation to which he is a party or by which he or any of his properties
      or assets may be bound or affected, except for such violations, conflicts,
      breaches or defaults as do not have, in the aggregate, any material
      adverse effect; or violate any material order, writ, injunction, decree,
      statute, rule or regulation applicable to the Purchaser or any of its
      properties or assets, except for such violations which do not have, in the
      aggregate, any material adverse effect.

	 	 	 
	 	(c) 	
      The Purchaser is acquiring the Seller Shares for its own
      account for investment and not for the account of any other person and not
      with a view to or for distribution, assignment or resale in connection
      with any distribution within the meaning of the Securities Act. The
      Purchaser agrees not to sell or otherwise transfer the Seller Shares
      unless they are registered under the Securities Act and any applicable
      state securities laws, or an exemption or exemptions from such
      registration are available. The Purchaser has knowledge and experience
      in financial and business matters such that it is capable of
  evaluating the merits and risks of acquiring the Seller Shares.








	 	(d) 	
      Restricted Securities.

	 	 	 	 
	 		(i) 	
      Compliance with Laws. The purchase of the Seller
      Shares by Purchaser hereby is not part of a plan or scheme to evade the
      registration provisions of the Securities Act.

	 	 	 	 
	 		(ii) 	
      Outside the United States. The Purchaser is
      outside the United States as of the date of the execution and delivery of
      this Agreement and will be outside the United States at the time of the
      closing of the sale of the Seller Shares; provided, however, that delivery
      of the Seller Shares may be effected within the United States through the
      Seller’s agent as long as the Seller is outside the United States at the
      time of any such delivery.

	 	 	 	 
	 		(iii) 	
      Limitation on Resale and Transferability. The
      Purchaser understands that the Seller Shares cannot be offered for sale,
      sold, or otherwise transferred unless in accordance with the provisions of
      Regulation S, pursuant to registration under the Securities Act and
      applicable state securities laws, or pursuant to an available exemption
      from registration under the Securities Act. The Purchaser has not engaged
      in any “Directed Selling Efforts” (as defined in Regulation S) and the
      Purchaser has no present intention to sell or otherwise transfer the
      Seller Shares except in accordance with the provisions of Regulation S of
      the Securities Act, pursuant to registration under the Securities Act, or
      pursuant to an available exemption from registration under the Securities
      Act.

	 	 	 	 
	 		(iv) 	
      No Short Position. The Seller covenants that it
      will not, directly or indirectly, or through one or more intermediaries,
      maintain any “short position” (as hereinafter defined) in the Seller
      Shares during the “Distribution Compliance Period” (as hereinafter
      defined). For purposes of this Section 6(e)(iv), a “short position” shall
      mean any sale of a security which the seller does not own or any sale
      which is consummated by the delivery of a security borrowed by, or for the
      account of, the seller; and the “Distribution Compliance Period” shall
      mean the date which is twelve months from the date of issuance.

	 	 	 	 
	 		(v) 	
      No Hedging Transactions. The Seller hereby agrees
      not to engage in any hedging transactions with regard to the Seller
      Shares, unless in express compliance with the provisions of Regulation S,
      pursuant to registration under the Securities Act or pursuant to an
      exemption from the registration requirements of the Securities
  Act.

	 	 	 	 
	 			
      (vi) Legend. The Purchaser understands that
      certificates or other evidence of the Seller Shares shall bear a legend
      substantially similar to the following:








“THE SECURITIES EVIDENCED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) OR
APPLICABLE STATE SECURITIES LAWS, AND THE TRANSFER THEREOF IS PROHIBITED EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE ACT, PURSUANT TO
REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION. HEDGING TRANSACTIONS INVOLVING
THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.”

	7. 	
      Brokers and Finders.



There are no finders and no parties shall be responsible for
the payment of any finders’ fees other than as specifically set forth herein.
Neither the Seller, nor any of its directors, officers or agents on their
behalf, have incurred any obligation or liability, contingent or otherwise, for
brokerage or finders’ fees or agents’ commissions or financial advisory services
or other similar payment in connection with this Agreement. 

	8. 	
      Pre-Closing Covenants.



The Parties agree as follows with respect to the period between
the execution of this Agreement and the Closing. 

	 	(a) 	
      General. Each of the Parties will use his or its
      best efforts to take all action and to do all things necessary, proper, or
      advisable in order to consummate and make effective the transactions
      contemplated by this Agreement (including satisfaction, but not waiver, of
      the closing conditions set forth in Section 11 below).

	 	 	 
	 	(b) 	
      Notices and Consents. Each of the Parties will
      give any notices to, make any filings with, and use its best efforts to
      obtain any authorizations, consents, and approvals of governmental
      authorities necessary in order to consummate the transactions contemplated
      hereby.




	9. 	
      Post-Closing Covenants.



The Parties agree that if at any time after the Closing any
further action is necessary or desirable to carry out the purposes of this
Agreement, each of the Parties will take such further action (including the
execution and delivery of such further instruments and documents) as any other
Party may reasonably request, all at the sole cost and expense of the requesting
Party. The Seller’s tax obligations will have no impact on the ability of the
Parties to Close on this Agreement and under no circumstances will the Buyer be
responsible for any tax obligations of the Seller.





	10. 	
      Conditions to Obligation to
  Close.




	 	(a) 	
      Conditions to Obligation of the
  Purchaser.



The obligation of the Purchaser to consummate the transactions
to be performed by the Purchaser in connection with the Closing are subject to
satisfaction of the following conditions: 

	 	(i) 	
      the representations and warranties set forth in Sections
      4 and 5 above shall be true and correct in all material respects at and as
      of the Closing Date;

	 	 	 
	 	(ii) 	
      the Seller shall have performed and complied with all of
      his covenants hereunder in all material respects through the Closing;
      and

	 	 	 
	 	(iii) 	
      no action, suit, or proceeding shall be pending or
      threatened before any court or quasi-judicial or administrative agency of
      any federal, state, local, or foreign jurisdiction or before any
      arbitrator wherein an unfavorable injunction, judgment, order, decree,
      ruling, or charge would (A) prevent consummation of any of the
      transactions contemplated by this Agreement or (B) cause any of the
      transactions contemplated by this Agreement to be rescinded following
      consummation (and no such injunction, judgment, order, decree, ruling, or
      charge shall be in effect);



The Purchaser may waive any condition specified in this Section
10(a) at or prior to the Closing in writing executed by the Purchaser. 

	 	(b) 	
      Conditions to Obligation of the Seller. The
      obligations of the Seller to consummate the transactions to be performed
      by her in connection with the Closing are subject to satisfaction of the
      following conditions:

	 	 	 	 
	 		(i) 	
      the representations and warranties set forth in Section 6
      above shall be true and correct in all material respects at and as of the
      Closing Date;

	 	 	 	 
	 		(ii) 	
      the Purchaser shall have performed and complied with all
      of its covenants hereunder in all material respects through the Closing;
      and

	 	 	 	 
	 		(iii) 	
      no action, suit, or proceeding shall be pending or
      threatened before any court or quasi-judicial or administrative agency of
      any federal, state, local, or foreign jurisdiction or before any
      arbitrator wherein an unfavorable injunction, judgment, order, decree,
      ruling, or charge would (A) prevent consummation of any of the
      transactions contemplated by this Agreement or (B) cause any of the
      transactions contemplated by this Agreement to be rescinded following
      consummation (and no such injunction, judgment, order, decree, ruling, or
      charge shall be in effect).



The Seller may waive any condition specified in this Section
10(b) at or prior to the Closing in writing executed by the Seller.





	11 	
      Miscellaneous.

	 	 	 	 
		(a) 	
      Facsimile Execution and Delivery. Facsimile
      execution and delivery of this Agreement is legal, valid and binding
      execution and delivery for all purposes.

	 	 	 	 
		(b) 	
      No Third-Party Beneficiaries. This Agreement shall
      not confer any rights or remedies upon any person other than the Parties
      and their respective successors and permitted assigns.

	 	 	 	 
		(c) 	
      Entire Agreement. This Agreement (including the
      documents referred to herein) constitutes the entire agreement among the
      Parties and supersedes any prior understandings, agreements, or
      representations by or among the Parties, written or oral, to the extent
      they related in any way to the subject matter hereof.

	 	 	 	 
		(d) 	
      Succession and Assignment. This Agreement shall be
      binding upon and inure to the benefit of the Parties named herein and
      their respective successors and permitted assigns. No Party may assign
      either this Agreement or any of his or its rights, interests, or
      obligations hereunder without the prior written approval of the Purchaser
      and the Seller; provided, however, that the Purchaser may (i) assign any
      or all of its rights and interests hereunder to one or more of its
      Affiliates, and (ii) designate one or more of its affiliates to perform
      its obligations hereunder.

	 	 	 	 
		(e) 	
      Counterparts. This Agreement may be executed in
      one or more counterparts, each of which shall be deemed an original but
      all of which together will constitute one and the same
  instrument.

	 	 	 	 
		(f) 	
      Headings. The Section headings contained in this
      Agreement are inserted for convenience only and shall not affect in any
      way the meaning or interpretation of this Agreement.

	 	 	 	 
		(g) 	
      Notices. All notices and other communications
      hereunder shall be in writing and shall be deemed given if delivered
      personally or by commercial delivery service, or mailed by registered or
      certified mail (return receipt requested) or sent via facsimile (with
      confirmation of receipt) to the parties.

	 	 	 	 
		(h) 	
      Governing Law. This Agreement shall be governed by
      and construed in accordance with the domestic laws of the People’s
      Republic of China without giving effect to any choice or conflict of law
      provision or rule (whether of the People’s Republic of China or any other
      jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the People’s Republic of China or any other
      applicable jurisdiction which the parties agree to.

	 	 	 	 
			(i) 	
      Amendments and Waivers. No amendment of any
      provision of this Agreement shall be valid unless the same shall be in
      writing and signed by the Purchaser and the Seller or their respective
      representatives. No waiver by any Party of any default, misrepresentation,
      or breach of warranty or covenant hereunder, whether intentional or not,
      shall be deemed to extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant hereunder or affect in any
way any rights arising by virtue of any prior or subsequent such occurrence. 








	 	(j) 	
      Severability. Any term or provision of this
      Agreement that is invalid or unenforceable in any situation in any
      jurisdiction shall not affect the validity or enforceability of the
      remaining terms and provisions hereof or the validity or enforceability of
      the offending term or provision in any other situation or in any other
      jurisdiction.

	 	 	 
	 	(k) 	
      Expenses. Each of the Parties will bear his or its
      own costs and expenses (including legal fees and expenses) incurred in
      connection with this Agreement and the transactions contemplated
      hereby.

	 	 	 
	 	(l) 	
      Construction. The Parties have participated
      jointly in the negotiation and drafting of this Agreement. In the event an
      ambiguity or question of intent or interpretation arises, this Agreement
      shall be construed as if drafted jointly by the Parties and no presumption
      or burden of proof shall arise favoring or disfavoring any Party by virtue
      of the authorship of any of the provisions of this Agreement. Any
      reference to any federal, state or local statute or law shall be deemed
      also to refer to all rules and regulations promulgated thereunder, unless
      the context requires otherwise. The word “including” shall mean including
      without limitation. The Parties intend that each representation, warranty,
      and covenant contained herein shall have independent significance. If any
      Party has breached any representation, warranty, or covenant contained
      herein in any respect, the fact that there exists another representation,
      warranty, or covenant relating to the same subject matter (regardless of
      the relative levels of specificity) which the Party has not breached shall
      not detract from or mitigate the fact that the Party is in breach of the
      first representation, warranty, or covenant. Nothing in the disclosure
      Schedules attached hereto shall be deemed adequate to disclose an
      exception to a representation or warranty made herein, however, unless the
      disclosure Schedules identifies the exception with particularity and
      describes the relevant facts in detail. Without limiting the generality of
      the foregoing, the mere listing (or inclusion of a copy) of a document or
      other item in the disclosure Schedules or supplied in connection with the
      Purchaser’ due diligence review, shall not be deemed adequate to disclose
      an exception to a representation or warranty made herein (unless the
      representation or warranty has to do with the existence of the document or
      other item itself).

	 	 	 
	 	(m) 	
      Specific Performance. Each of the Parties
      acknowledges and agrees that the other Party would be damaged irreparably
      in the event any of the provisions of this Agreement are not performed in
      accordance with their specific terms or otherwise are breached.
      Accordingly, each of the Parties agrees that the other Party shall be
      entitled to an injunction or injunctions to prevent breaches of the
      provisions of this Agreement and to enforce specifically this Agreement
      and the terms and provisions hereof in any action instituted in any court
      of the United States or any state thereof having jurisdiction over the Parties and
      the matter, in addition to any other remedy to which they may be entitled,
  at law or in equity.








	 	(n) 	
      Submission to Jurisdiction. Each of the Parties
      submits to the jurisdiction of any state or federal court sitting in
      Nevada, in any action or proceeding arising out of or relating to this
      Agreement and agrees that all claims in respect of the action or
      proceeding may be heard and determined in any such court. Each of the
      Parties waives any defense of inconvenient forum to the maintenance of any
      action or proceeding so brought and waives any bond, surety, or other
      security that might be required of any other Party with respect thereto.
      Any Party may make service on any other Party by sending or delivering a
      copy of the process to the Party to be served at the address and in the
      manner provided for the giving of notices in Section 11(g) above. Nothing
      in this Section 11(n), however, shall affect the right of any Party to
      bring any action or proceeding arising out of or relating to this
      Agreement in any other court or to serve legal process in any other manner
      permitted by law or at equity. Each Party agrees that a final judgment in
      any action or proceeding so brought shall be conclusive and may be
      enforced by suit on the judgment or in any other manner provided by law or
      at equity.



[signature pages follow] 




IN WITNESS WHEREOF, the Seller, the Company, and the
Purchaser have caused this Stock Purchase Agreement to be executed and delivered
by their respective officers thereunto duly authorized, all as of the date first
written above. 

PURCHASER: 

	/s/
      Xijian Zhou 	 
	Xijian Zhou 	 
	 	 
	 	 
	SELLER: 	 
	 	 
	/s/
      Liang Wei Wang 	 
	Liang Wei Wang 	 



	ADVENTO, INC. 	 
	  	  	 
	Per: 	/s/ Liang Wei Wang 	 
	  	Liang Wei Wang, President