ASSIGNMENT AND ASSUMPTION and STOCK SALE AGREEMENT

WHEREAS, the Seller desires to sell to the Purchasers 100% of the issued and outstanding stock of the Subsidiary. In Exchange, the Purchaser has retired a total of 14,000,000 shares of common stock, $0.001 par value per share, of the Seller. In addition, the Purchaser agrees to assume all the assets and liabilities of the Subsidiary  (the “Subsidiary Business”)  ;  and

               On the terms and subject to the conditions herein expressed, the Seller hereby sells, conveys, transfers, assigns, sets over and delivers to the Purchasers 100% of the issued and outstanding shares of the Subsidiary at the Closing Date (as defined in Section 3.1), and the Purchasers assume and accept, all of the Subsidiary assets (the “Business Assets”), including without limitation the following, if but only if it was owned by the Seller prior to August 30, 2009:

 

1.1 Scope of Liabilities Assumed.  The Subsidiary and Purchasers shall assume and undertake to perform, pay, satisfy or discharge in accordance with their terms, any debt, loss, damage, adverse claim, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise) related to the Subsidiary or Business Assets, including any liability for taxes of the Seller relating to or otherwise in respect of the Business Assets or its operation (the “Liabilities”).  Liabilities shall also include the following Liabilities:

a.

all Liabilities in respect of any and all products or services sold by the Seller or Subsidiary relating to the Business Assets, including such liabilities for refunds, adjustments, allowances, exchanges, returns, warranty, merchantability, claims for breach of contract or in tort and other claims related to the Seller’s Business Assets;

b.	all Liabilities arising under or pursuant to any environmental laws, to the extent arising out of or otherwise related to the Seller’s or Subsidiary’s ownership or operation of the Business Assets; and

c.

all Liabilities in respect of any lawsuit, action or proceeding, pending or threatened, or any claim arising out of, relating to or otherwise in respect of the Business Assets or the Business that is asserted or brought by any person (including any governmental authority), based on any actual or alleged civil or criminal violation of law.

 

                 The Subsidiary and Purchasers shall promptly provide for payment, performance and discharge of the same in accordance with their terms. The Purchasers agree personally and unconditionally to guarantee performance of the obligations assumed by the Subsidiary and the Purchasers as described herein.

ARTICLE 4   : REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

 

Each Purchaser hereby represents and warrants, severally and not jointly, to the Seller as follows.

4.1            Power and Authority. Each Purchaser has the legal power, capacity and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to perform the obligations under this Agreement.  This Agreement constitutes a legal, valid and binding obligation of the Purchasers, enforceable against the Purchasers in accordance with the terms hereof.

4.2            No Conflicts.  The execution and delivery of this Agreement by the Purchasers and the performance by the Purchasers of its obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or Governmental Entity under any Laws; (b) will not violate any Laws applicable to the Purchasers, and (c) will not violate or breach any contractual obligation to which any Purchaser is a party.

4.4            Restricted Securities. Each Purchaser understands that the Subsidiary’s common stock are characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by such Purchaser pursuant hereto, the common stock would be acquired in a transaction not involving a public offering. The issuance of the shares hereunder have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the issuance of shares is being effected in reliance upon an exemption from registration afforded either under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering or Regulation S for offers and sales of securities outside the U.S. Each Purchaser further acknowledges that if the shares are issued to the Purchaser in accordance with the provisions of this Agreement, such shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom.  Each Purchaser represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

4.5            Legends.  Each Purchaser hereby agrees with Better Environment that the Exchange Shares will bear the following legend or one that is substantially similar to the following legend:

ARTICLE 5   :  COVENANTS ON AND SUBSEQUENT TO THE CLOSING DATE

 

On and after the Closing Date, the Purchasers and Seller (as the case may be) covenant as follows:

5.1 Pay Creditors.  Following the Closing, Subsidiary and the Purchasers shall pay all payables and other obligations of Seller assumed hereunder by the Subsidiary and the Purchasers, as such obligations become due in the ordinary course of business.

 

5.2   Resignation of Director. Zhengjiang Wang will resign as a director of the Company effective ten (10) days following the filing and mailing of a Schedule 14F-1.

 

5.3 Right to Inspect Records. The Purchasers shall permit the Seller and its agents to have reasonable access to the books and accounts of the Subsidiary (at the expense of the Seller) for the purpose of filing tax returns, preparing filings required by the Securities and Exchange Commission, and all other legitimate purposes.

 

5.4 Execution of Further Documents.   Upon the request of either party, the other party shall execute, acknowledge and deliver all such further acts, deeds, bills of sale, assignments, assumptions, undertakings, transfers, conveyances, title certificates, powers of attorney and assurances as may be required , in the case of Subsidiary, to convey and transfer to, and vest in, Subsidiary all of Seller’s right, title and interest in the Business Assets, and in the case of the Seller, to secure the assumption by Subsidiary and the Purchasers of the Seller’s obligations and liabilities described in Section 2.1 hereof.