Unassociated Document


     

    Exhibit
      10.2

     

    STOCK
      PURCHASE AGREEMENT

     

    STOCK
      PURCHASE AGREEMENT (this “Agreement”), made as of the date set forth below
      between TELECOM COMMUNICATIONS, INC, a Delaware corporation (the “Company”), and
      FREE PRODUCTIONS LIMITED, a Hong Kong corporation (the “Buyer”).

    


     

    W
      I T
      N E
      S S
      E T H:

     

    WHEREAS,
      subject to the terms and conditions herein, the Company has agreed to offer
      and
      sell to the Buyer in a private placement, 3,000,000 shares (the “Shares”) of the
      Company’s common stock, $.001 par value per share (the “Common Stock”), for an
      aggregate purchase price of Nine Hundred Thirty Thousand Dollars ($930,000)
      (the
“Purchase Price”); and

     

    WHEREAS,
      the Buyer desires to purchase the Shares from the Company, and the Company
      desires to sell the Shares to the Buyer, on the terms and conditions set forth
      below.

     

    NOW,
      THEREFORE, in consideration of the promises, mutual representations and
      warranties hereinafter set forth, the parties hereto intending to be legally
      bound hereby, do agree as follows:

    


    I.  PURCHASE
      AND SALE OF SHARES

     

    1.1
        Common
      Stock.
      Subject
      to the terms and conditions herein stated, the Company hereby agrees to sell,
      issue and deliver to the Buyer, and the Buyer agrees to purchase from the
      Company, the Shares at a price equal to $0.31 per share of Common
      Stock.

     

    1.2
        Closing.
      The
      closing (the “Closing”) of the transaction contemplated hereby is taking place
      simultaneously with the execution and delivery of this Agreement or such other
      place, date and time as may be mutually agreed upon by the parties hereto (the
      “Closing Date”). At the Closing, the parties shall make the following deliveries
      to each other:

     

    (a)
        The
      Buyer
      shall pay the Purchase Price to the Company in immediately available funds
      by
      wire transfer or certified check to an account designated by the Company or
      otherwise in accordance with its written instructions; and 

     

    (b)
        The
      Company shall deliver to the Buyer a certificate registered in the name of
      the
      Buyer, representing the Shares, receipt of which is acknowledged by the
      Buyer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    II.  REPRESENTATIONS
      BY THE BUYER

     

    The
      Buyer
      represents and warrants to the Company as follows:

     

    2.1
        Execution.
      The
      execution, delivery and performance of this Agreement by the Buyer has been
      duly
      approved by the Board of Directors or any body performing a similar function,
      of
      the Buyer, and all other actions required to authorize and effect the purchase
      of the Shares have been taken.

     

    2.2
        Binding
      Obligations.
      This
      Agreement constitutes a valid and binding obligation of the Buyer, enforceable
      in accordance with its terms, except as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other laws of general application
      referring to or affecting enforcement of creditors’ rights and general
      principles of equity.

     

    2.3
        Non-Contravention.
      Neither
      the execution and delivery of this Agreement nor the purchase of Shares by
      the
      Buyer shall, result in a material violation of, or constitute a material default
      under its Certificate of Incorporation or By-Laws (or similar document), in
      the
      performance or observance of any material obligations, agreements, covenants
      or
      conditions contained in any debenture, note or other evidence of indebtedness
      or
      in any material contract, indenture, mortgage, loan agreement, lease, joint
      venture or other agreement or instrument to which the Buyer is a party or by
      which its properties may be bound or in violation of any material order, rule,
      regulation, writ, injunction, or decree of any domestic government, governmental
      instrumentality or court.

     

    2.4
        No
      Public Sale or Distribution.
      The
      Buyer is acquiring the Shares for its own account for investment purposes only
      and not with a view towards, or for resale in connection with, the public sale
      or distribution thereof, except pursuant to sales registered or exempted under
      the Securities Act of 1933, as amended (the “1933 Act); provided,
      however,
      that by
      making the representations herein, the Buyer does not agree to hold any of
      the
      Shares for any minimum or other specific term and reserves the right to dispose
      of the Shares at any time in accordance with or pursuant to a registration
      statement or an exemption under the 1933 Act. The Buyer is acquiring the
      securities hereunder in the ordinary course of its business. The Buyer presently
      does not have any agreement or understanding, directly or indirectly, with
      any
      person to distribute any of the Shares.

     

    2.5
        Accredited
      Investor Status.
      The
      Buyer is an "accredited investor" as that term is defined in Rule 501(a) of
      Regulation D.

     

    2.6
        Reliance
      on Exemptions.
      The
      Buyer understands that the Shares are being offered and sold to it in reliance
      on specific exemptions from the registration requirements of United States
      federal and state securities laws and that the Company is relying in part upon
      the truth and accuracy of, and the Buyer's compliance with, the representations,
      warranties, agreements, acknowledgments and understandings of the Buyer set
      forth herein in order to determine the availability of such exemptions and
      the
      eligibility of the Buyer to acquire the Shares.

     

    2.7
        Information.
      The
      Buyer and its advisors, if any, have been furnished with all materials relating
      to the business, finances and operations of the Company and materials relating
      to the offer and sale of the Shares which have been requested by the Buyer.
      The
      Buyer and its advisors, if any, have been afforded the opportunity to ask
      questions of the Company and its officers. Neither such inquiries nor any other
      due diligence investigations conducted by the Buyer or its advisors, if any,
      or
      its representatives shall modify, amend or affect the Buyer's right to rely
      on
      the Company's representations and warranties contained herein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2.8
        No
      Governmental Review.
      The
      Buyer understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Shares or the fairness or suitability of the investment
      in
      the Shares nor have such authorities passed upon or endorsed the merits of
      the
      offering of the Shares.

     

    2.9
        Transfer
      or Resale.
      The
      Buyer understands that the Shares have not been and are not being registered
      under the 1933 Act, or any state securities laws, and may not be offered for
      sale, sold, assigned or transferred unless (i) subsequently registered there
      under, (ii) the Buyer shall have delivered to the Company an opinion of counsel,
      in a generally acceptable form, to the effect that such Shares to be sold,
      assigned or transferred may be sold, assigned or transferred pursuant to an
      exemption from such registration, or (iii) the Buyer shall have satisfied the
      requirements of Rule 144(k) promulgated under the 1933 Act, as amended (or
      a
      successor rule thereto). The Shares may be pledged in connection with a bona
      fide margin account or other loan or financing arrangement secured by the Shares
      and such pledge of Shares shall not be deemed to be a transfer, sale or
      assignment of the Shares hereunder, and no Buyer effecting a pledge of Shares
      shall be required to provide the Company with any notice thereof or otherwise
      make any delivery to the Company pursuant to this Agreement or any other
      agreements entered into by the parties hereto in connection with the transaction
      contemplated by this agreement, including, without limitation, this Section
      2.9;
provided,
      that in
      order to make any sale, transfer or assignment of Shares, the Buyer and its
      pledge makes such disposition in accordance with or pursuant to a registration
      statement or an exemption under the 1933 Act.

     

    2.10
        Legends.
      The
      Buyer consents to the placement of a legend on any certificate or other document
      evidencing the Shares, stating that they have not been registered under the
      Securities Act and setting forth or referring to the restrictions on
      transferability and sale thereof. The Buyer is aware that the Company may make
      a
      stop order notation in its appropriate records with respect to the restrictions
      on the transferability of such Shares.

     

    2.11
        Organization.
      The
      Buyer is validly existing and in good standing under the laws of the
      jurisdiction of its organization, and has the requisite power and authorization
      to execute and deliver this Agreement and to consummate the transactions
      contemplated hereby.

     

    2.12
        Authorization;
      Validity; Enforcement.
      This
      Agreement has been duly and validly authorized, executed and delivered on behalf
      of the Buyer and constitutes the legal, valid and binding obligations of the
      Buyer enforceable against the Buyer in accordance with its respective terms,
      except as limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or other laws of general application referring to or affecting
      enforcement of creditors’ rights and general principles of equity.

     

    2.13
        Placement
      Agent.
      No
      broker's, finder’s or placement agent fees or commission will be payable to any
      Person retained by, or on behalf of, the Buyers with respect to the transactions
      contemplated herein.

     

    2.14
        No
      Other Representations.
      Except
      as set forth herein, no representations (oral or written) have been made to
      the
      Buyer, or any representative, by the Company or by any of its officers,
      directors, agents or employees, nor anyone else on their behalf, concerning
      among others, the future profitability of the Company, the future performance
      of
      the Common Stock or the Buyer’s investment in the Company.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    III.  REPRESENTATIONS
      BY THE COMPANY

     

    The
      Company represents and warrants to the Buyer as follows:

     

    3.1
        Organization.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has the corporate power to conduct
      its current business and the business which it proposes to conduct.

     

    3.2
        Execution.
      The
      execution, delivery and performance of this Agreement by the Company has been
      duly approved by the Board of Directors of the Company and all other actions
      required to authorize and effect the offer, sale and issuance of the Shares
      have
      been taken.

     

    3.3
        Binding
      Obligations.
      This
      Agreement constitutes a valid and binding obligation of the Company, enforceable
      in accordance with its terms, except as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other laws of general application
      referring to or affecting enforcement of creditors’ rights and general
      principles of equity.

     

    3.4
        Capitalization.
      The
      authorized capital stock of the Company consists of 300,000,000 shares of Common
      Stock and 50,000,000 million shares of preferred stock, $.001 par value (the
      “Preferred Stock”). As of July 31, 2006, 92,488,000 shares of the Company’s
      Common Stock and no shares of the Company’s Preferred Stock were issued and
      outstanding. In addition, at that date, there were no warrants and no options
      outstanding for the purchase of shares of Common Stock. 

     

    3.5
        Issuance
      of Shares.
      The
      Shares are duly authorized and, upon issuance in accordance with the terms
      hereof, shall be validly issued, free from all taxes, liens and charges with
      respect to the issue thereof. Assuming the accuracy of each of the
      representations and warranties of the Buyer contained in Section 2, the issuance
      by the Company of the securities is exempt from registration under the 1933
      Act.

     

    3.6
        Non-Contravention.
      Neither
      the execution and delivery of this Agreement nor the issuance of the Shares
      by
      the Company shall, result in a material violation of, or constitute a material
      default under its Articles of Incorporation or By-Laws, in the performance
      or
      observance of any material obligations, agreements, covenants or conditions
      contained in any debenture, note or other evidence of indebtedness or in any
      material contract, indenture, mortgage, loan agreement, lease, joint venture
      or
      other agreement or instrument to which the Company is a party or by which its
      properties may be bound or in violation of any material order, rule, regulation,
      writ, injunction, or decree of any domestic government, governmental
      instrumentality or court.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    IV.  MISCELLANEOUS

     

    4.1
        Survival.
      The
      representations and warranties made in Articles II and III herein shall survive
      the Closing for a period of one (1) year.

     

    4.2
        Amendment.
      This
      Agreement shall not be changed, modified or amended except by a writing signed
      by the parties to be charged, and this Agreement may not be discharged except
      by
      performance in accordance with its terms or by a writing signed by the party
      to
      be charged. This Agreement and the documents delivered in connection herewith
      sets forth the entire agreement and understanding between the parties as to
      the
      subject matter thereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature between them.

     

    4.3
        Binding.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and
      assigns.

     

    4.4
        Governing
      Law; Jurisdiction.
      Notwithstanding the place where this Agreement may be executed by any of the
      parties hereto, the parties expressly agree that all the terms and provisions
      hereof shall be construed in accordance with and governed by the laws of the
      State of New York, without giving effect to any choice of law or conflicts
      of
      law provision.

     

    4.5
        Severability.
      The
      holding of any provision of this Agreement to be invalid or unenforceable by
      a
      court of competent jurisdiction shall not affect any other provision of this
      Agreement, which shall remain in full force and effect.

     

    4.6
        Waiver.
      It is
      agreed that a waiver by either party of a breach of any provision of this
      Agreement shall not operate, or be construed, as a waiver of any subsequent
      breach by that same party.

     

    4.7
        Further
      Assurances.
      The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further action as may be necessary or
      appropriate to carry out the purposes and intent of this Agreement.

     

    4.8
        Notice.
      Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by recognized overnight courier or registered or certified
      mail, return receipt requested, or delivered by hand against written receipt
      there for, addressed to the address set forth below (or to such other address
      as
      the party shall have furnished in accordance with the provisions of this
      Section):

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    If
      to the
      Company:

     

    Telecom
      Communications, Inc.

    9/F.,
      Beijing Business World 

    56
      Dongxinglong Avenue

    CW
      District, Beijing, China 100062

    Telephone:
      (86) 10 6702 6968

    Facsimile:
      (86) 10 6702 5598 

    Attention:
      Tim Chen, Chief Executive Officer

    


    with
      a
      copy (which shall not constitute notice) to:

     

    Kirkpatrick
      & Lockhart Nicholson Graham LLP 

    599
      Lexington Avenue 

    New
      York,
      New York 10022 

    Gen:212.536.3900

    Fax:212.536.3901
      

    Attn:
      Robert S. Matlin, Esq.

    


    If
      to the
      Buyer:

     

    Free
      Productions Limited

    Suite
      2413 Shell Tower, Times Square, 

    Causeway
      Bay, Hong Kong

    Telephone:
      852ó3690
      2938


    Facsimile:
      852ó3690
      2938

    Attention:
      Wendy Cai , CEO

     

    


    


    Notices
      shall be deemed to have been given on the date of mailing, except for notices
      of
      change of address, which shall be deemed to have been given when
      received.

     

    4.9
        Counterparts.
      This
      Agreement may be executed in one or more counterparts, including by facsimile,
      each of which shall be deemed an original, but all of which shall together
      constitute one and the same instrument.

     

    
 

    Remainder
      of Page Intentionally Left Blank

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the day and
      year
      set forth below.

     

    


    Dated:
      August 12, 2006.

    
      	 	 	 
	 	FREE
              PRODUCTIONS
              LIMITED
	 
 	 
 	 
 
	 	By:  	/s/ Wendy
              Cai
	 	
              
Name:
              Wendy Cai
	 	Title:
              CEO


    

    
      	 	 	 
	 	 
	 	TELECOM
              COMMUNICATIONS, INC.  
	 
 	 
 	 
 
	 	By:  	/s/ Tim
              Chen
              
	 	
              
Name:
              Tim Chen 
	 	Title:
              Chief Executive Officer


    

    


     

     

    
      
        
        

      

      
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