ASSET PURCHASE AND BALANCE SHEET ENHANCEMENT AGREEMENT

Exhibit 10.1

WHEREAS, the Company is engaged in discussions with select investors who may be willing to provide the Company with a loan   for additional working capital (“Investor Loan”) ; and

WHEREAS, the Company considers it to be in its best interest and in the best interest of its shareholders that its balance sheet be enhanced by the addition of certain real property assets; and

WHEREAS, such balance sheet enhancement would make available assets to provide collateral for the Investor Loan; and

WHEREAS, Liu is the Company’s President/CEO and is willing to sell to the Company a partial interest in certain real property (“Real Property”) for purposes of balance sheet enhancement and the Company desires to acquire the Real Property, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereby agree as follows:

1 .            Sale and Purchase of the Real Property .

Liu hereby sells, conveys, transfers and assigns to the Company and the Company hereby purchases from Liu a twenty-five percent (25%) undivided interest as a tenant-in-common (“Transferred Interest”) in the Real Property located at 5555 Yosemite Ave., Merced, CA 95340, as more particularly described in Exhibit A attached hereto and incorporated herein by this reference.

2.           Purchase Price and Payment.

 The Purchase Price for the Transferred Interest is Two Hundred Fifty Thousand Dollars ( $250,000.00). Attached hereto as Exhibit B, and incorporated herein by reference,  is a copy of the 2008-2009 Merced County Real Property Tax Bill showing the tax assessed value of $1,082,430 for the Real Property. The Company shall pay the Purchase Price by the issuance and delivery  to Liu of Ten Million (10,000,000) shares of the Company Common Stock (“Common Stock”) , based on a price per share of $0.025. The Company and Liu acknowledge that the closing price of the Company’s Common Stock on the OTC Bulletin Board as of the date of this Agreement was $0.04 per share. However, as a result of the restrictions on transferability of the Common Stock, as more particularly described in Section 3 of this Agreement, it is deemed appropriate to reduce the fair market value of the Common Stock for purposes of this Agreement

3.           Common Stock as Restricted Securities.

Liu acknowledges that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of 1933 and that consequently the transferability and resale of the Common Stock will be limited.   Liu further acknowledges that the certificate evidencing the Common Stock will bear a legend in substantially the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.  THE SHARES HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT AND UNDER ANY APPLICABLE SECURITIES LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER.

4.           Restrictions on Use of Partial Interest.

The Company may use the Partial Interest only as collateral to secure the In