SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “ Agreement ”), dated as of January 1, 2009, is by and among International Packaging and Logistics Group Inc.), a corporation organized under the laws of Nevada with principle executive offices located at 7700 Irvine Center Dr., Suite 870, Irvine, California 92618 (“ IPL ” or the “ Buyer ”), and EZ Link Corp., a company organized under the laws of Taiwan, Republic of China with principle offices located at 2F., No.245, Sec. 2, Bade Rd., Zhongshan District, Taipei City 104, Taiwan, Republic of China (“ EZ Link ” or the “ Company ”), and the persons and/or entities listed on Exhibit A hereto who are the holders in the aggregate of all of the issued and outstanding capital shares of the Company (referred to collectively as the “ Seller ”) (Buyer, Company, and Seller may be referred to collectively as the “ Parties ”).

1.1                       Sale of Shares. Subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, Seller shall sell and transfer to Buyer 688,500 Company Shares of the Company’s common stock that constitute 51% of the issued and outstanding shares of capital stock of the Company.

1.2            Consideration.                                   Buyer shall issue Seller the following as consideration (the “ Consideration Shares ”);

(a) One half of the Purchase Price amount (US$800,000) shall be paid in common shares of IPL (the “ Common Shares ”) as of the closing date based on a per share value of US$1.75, or 457,143 shares.  Such shares shall bear the appropriate restrictions.

2.1. The Preferred Shares shall be convertible into common shares in two equal traunches, the first being upon completion and receipt of the year ending December 31, 2009 (“ Criteria Date One ”) financials if all of the following performance targets are met by EZ Link:

2.2. The second traunch of the Preferred Shares shall be convertible after the second 12 month period, i.e. the year ending December 31, 2010 (“ Criteria Date Two ”) if all of the following performance targets are met by EZ Link:

2.3. The Company shall allow the Buyer’s independent auditors to inspect, review, copy and audit the financial records and statements of the Company.

2.4. If the above performance targets are not met, the Preferred Shares shall not be exercisable and shall expire, the Purchase Price proportionally discounted accordingly (the “ Revised Purchase Price ”) with new shares to be issued reflecting the Revised Purchase Price.

2.5. If the Company meets the above performance criteria and at each Criteria Date if the price per share of the Buyer is below US$2.00 per share, the number of shares to be issued will be adjusted to the US$2.00 per share value.

3.1. This Agreement is conditional upon completion of the following diligence by the Buyer, and the Company agrees to cooperate therewith.  The due diligence requirements will be usual and customary for transactions of this type including a review of, but not limited to, the following:

4.1            Representations and Warranties of Seller and the Company.   Except as disclosed in Exhibit 4 referring specifically to the representations and warranties in this Agreement that identifies by section number the section and subsection to which such disclosure relates and is delivered by the Seller and the Company to the Buyer prior to the execution of this Agreement (the “ Disclosure Schedules ”), the Seller and the Company represent and warrant to the Buyer, as of the date hereof and as of the Closing, as follows:

4.1.1                       Organization, Standing, Power . Company is a corporation duly organized, validly existing, and in good standing under the laws of Taiwan, Republic of China.  It has all requisite corporate power, franchises, licenses, permits, and authority to own its properties and assets and to carry on its business as it has been and is being conducted.  Company is duly qualified and in good standing to do business in each jurisdiction in which a failure to so qualify would have a Material Adverse Effect (as defined below) on Company.  For purposes of this Agreement, the term “ Material Adverse Effect ” means any change or effect that, individually or when taken together with all other such changes or effects which have occurred prior to the date of determination of the occurrence of the Material Adverse Effect, is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), financial condition, or results of operations of the entity.

4.1.2                       Authority .  The Company and Seller have all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery by the Company and Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the parts of the Company and Seller, including the approval of the Board of Directors of each Party.  This Agreement has been duly executed and delivered by the Company and Seller to the Buyer and constitutes a valid and binding obligation of the Seller and the Company enforceable in accordance with its terms, except that such enforceability may be subject to: (a) bankruptcy, insolvency, reorganization, or other similar laws relating to enforcement of creditors’ rights generally; and (b) general equitable principles.  Subject to the satisfaction of the conditions set forth in Article 5 below, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation, or to loss of a material benefit under, or the creation of a lien, pledge, security interest, charge, or other encumbrance on any assets of the Company (any such conflict, violation, default, right, loss, or creation being referred to herein as a “ Violation ”) pursuant to: (i) any provision of the organization documents of the Company and Seller; or  (ii) any loan or credit agreement, note, bond, mortgage, indenture, contract, lease, or other agreement, or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule, or regulation applicable to each of the Company’s and Seller’s respective properties or assets, other than in the case of  any such Violation which individually or in the aggregate would not have a Material Adverse Effect on the Company.

(a)            The Company .  The capital stock of the Company consists of 1,350,000 authorized shares of Common Stock, NT$10 par value of which 1,350,000 shares are currently validly issued and outstanding and held by Seller free of all liens and encumbrances.  For purposes of this subparagraph, the representations and warranties of each individual Seller are limited to representations and warranties made about the Company and about himself, individually, but not about the other Seller, except that to the best knowledge of each individual Seller, none of the representations and warranties made by the other individual Seller is untrue.

(b)            No Rights to Acquire Shares. Except as set forth on the Disclosure Schedules, there are no options, warrants, rights, calls, commitments, plans, contracts, or other agreements of any character granted or issued by any of the Company and Seller which provide for the purchase, issuance, or transfer of any additional shares of the capital stock of the Company nor are there any outstanding securities granted or issued by any of the Company and Seller that are convertible into any shares of the equity securities of the Company, and none is authorized. None of the Company and Seller have outstanding any bonds, debentures, notes, or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of the Company s capital stock on any matter.

(c)            No Voting Agreements. Except as set forth on the Disclosure Schedules, none of the Company and Seller are a party or subject to any agreement or understanding, and, to the best of the Company and Seller' knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a shareholder or director of any of the Company.

(d)            No Registration Rights. Except as set forth on the Disclosure Schedules the Company has not granted or agreed to grant any registration rights, including piggyback rights, to any person or entity.

4.1.4                       Subsidiaries.   “ Subsidiary ” or “ Subsidiaries ” means all corporations, trusts, partnerships, associations, joint ventures, or other Persons, as defined below, of which the Company or any Subsidiary of the Company owns not less than twenty percent (20%) of the voting securities or other equity or of which the Company or any Subsidiary of the Company possesses, directly or indirectly, the power to direct or cause the direction of the management and policies, whether through ownership of voting shares, management contracts, or otherwise.  “ Person ” means any individual, corporation, trust, association, partnership, proprietorship, joint venture, or other entity.  Prior to the Closing of this Agreement, there are no Subsidiaries of the Company other than as disclosed herein or disclosed on the Disclosure Schedules.

4.1.5                       No Defaults.   None of the Company and Seller has received notice that they would be, with the passage of time, in default or violation of any term, condition, or provision of: (i) their Articles of Incorporation or Bylaws; (ii) any judgment, decree, or order applicable to any of the Company and Seller; or (iii) any loan or credit agreement, note, bond, mortgage, indenture, contract, agreement, lease, license, or other instrument to which any of the Company and Seller is now a party or by which they or any of their properties or assets may be bound, except for defaults and violations which, individually or in the aggregate, would not have a Material Adverse Effect on any of the Company and Seller.

4.1.6                       Governmental Consents .  Any consents, approvals, orders, or authorizations of or registrations, qualifications, designations, declarations, or filings with or exemptions by (collectively “ Consents ”), any court, administrative agency, or commission, or other federal, state, or local governmental authority or instrumentality, whether domestic or foreign (each a “ Governmental Entity ”), which may be required by or with respect to any of the Company and Seller in connection with the execution and delivery of this Agreement or the consummation by the Company and Seller of the transactions contemplated hereby, except for such Consents which if not obtained or made would not have a Material Adverse Effect on any of the Company and Seller for the transactions contemplated by this Agreement, are the responsibility of the Seller and the Company. Each of the Company and Seller hereby represents and warrants that such Consents have been obtained by them.

4.1.7                       Financial Statements .  The Company and Seller will furnish Buyer upon completion with a true and complete copy of its audited financial statements for the periods ending December 31, 2007 and 2008, (the “ Financial Statements ”), which comply as to form in all material respects with all applicable accounting requirements with respect thereto and have been prepared internally and fairly present the financial positions of the Company as at the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, recurring audit adjustments not material in scope or amount). There has been no change in the Company's accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, except as described in the notes thereto. A list of the Company’s assets, both tangible and intangible, is attached to this Agreement as Schedule 4.7-1 and a list of the Company’s liabilities is attached as Schedule 4.7-2. All of the Company’s assets are set forth in Schedule 4.7-1 and all of the Company’s liabilities are set forth in Schedule 4.7-2.

4.1.8                       Absence of Undisclosed Liabilities .  None of the Company and Seller have any liabilities or obligations (whether absolute, accrued, or contingent) except: (i) Liabilities that are accrued or reserved against in their respective Balance Sheets; or (ii) additional Liabilities reserved against since December 31, 2008 that (x) have arisen in the ordinary course of business; (y) are accrued or reserved against on their books and records; and (z) amount in the aggregate to less than US$25,000.

4.1.9                       Absence of Changes.   Since December 31, 2008 the Company has conducted its businesses in the ordinary course and there has not been: (i) any Material Adverse Effect on the business, financial condition, liabilities, or assets of the Company or any development or combination of developments of which management of the Company and Seller has knowledge which is reasonably likely to result in such an effect; (ii) any damage, destruction, or loss, whether or not covered by insurance, having a Material Adverse Effect on the Company; (iii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock, or property) with respect to the capital stock of the Company; (iv) any increase or change in the compensation or benefits payable or to become payable by the Company to any of their employees, except in the ordinary course of business consistent with past practice; (v) any sale, lease, assignment, disposition, or abandonment of a material amount of property of the Company, except in the ordinary course of business; (vi) any increase or modification in any bonus, pension, insurance, or other employee benefit plan, payment, or arrangement made to, for, or with any of their employees; (vii) the granting of stock options, restricted stock awards, stock bonuses, stock appreciation rights, and similar equity based awards; (viii) any resignation or termination of employment of any office of the Company; and the Company, to the best of their knowledge, do not know of the impending resignation or termination of employment of any such office; (ix) any merger or consolidation with another entity, or acquisition of assets from another entity except in the ordinary course of business; (x) any loan or advance by the Company to any person or entity, or guaranty by the Company of any loan or advance; (xi) any amendment or termination of any contract, agreement, or license to which any of the Company is a party, except in the ordinary course of business; (xii) any mortgage, pledge, or other encumbrance of any asset of any of the Company; (xiii) any waiver or release of any right or claim of the Company, except in the ordinary course of business; (xiv) any write off as uncollectible any note or account receivable or portion thereof; or (xv) any agreement by any of the Company to do any of the things described in this Section 4.9.

4.1.10                       Compliance with Other Instruments .  The Company is not in violation or default of any provision of its articles of incorporation or bylaws, or of any instrument, judgment, order, writ, decree, or contract to which it is a party or by which it is bound, or, to the best of their knowledge, of any provision of any federal or state statute, rule, or regulation which may be applicable to them. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree, or contract, or an event that results in the creation of any lien, charge, or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or non-renewal of any material permit, license, authorization, or approval applicable to the Company, its businesses, or operations, or any of its assets or properties.

4.1.11                       Disputes and Litigation.   Except as disclosed in the Disclosure Schedules, there is no suit, claim, action, litigation, or proceeding pending or, to the knowledge of the Company and Seller, threatened against or affecting the Company, respectively, or any of their properties, assets, or business or to which the Company is a party, in any court or before any arbitrator of any kind or before or by any Governmental Entity, which would, if adversely determined, individually or in the aggregate, have a Material Adverse Effect on the Company and Seller, nor is there any judgment, decree, injunction, rule, or order of any Governmental Entity or arbitrator outstanding against the Company, respectively, and having, or which, insofar as reasonably can be foreseen, in the future could have, any such effect.  To the knowledge of the Company and Seller, there is no investigation pending or threatened against any of the respective Company and Seller before any foreign, federal, state, municipal, or other governmental department, commission, board, bureau, agency, instrumentality, or other Governmental Entity.

4.1.12 Compliance with Laws.   Except as set forth in the Disclosure Schedules, none of the Company and Seller' businesses is being conducted in violation of, or in a manner which could cause liability under any applicable law, rule, or regulation, judgment, decree, or order of any Governmental Entity, except for any violations or practices, which, individually or in the aggregate, have not had and will not have a Material Adverse Effect on the Company and Seller.  The Company and Seller each have all franchises, permits, licenses, and any similar authority necessary for the conduct of their business as now being conducted by them, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of the Company and Seller and believes they can obtain, without undue burden or expense, any similar authority for the conduct of their business as it is planned to be conducted.  None of the Company and Seller is in default in any material respect under any of such franchises, permits, licenses, or other similar authority.  A true and complete list of all such franchises, permits, and licenses held by the Company and Seller is set forth in the Disclosure Schedules.

4.1.14                       Disclosure .  No representation or warranty made by the Company in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Company and Seller or their representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished.

4.1.15                       Reliance .  The foregoing representations and warranties are made by each of the Seller and the Company with the knowledge and expectation that the Buyer is placing reliance thereon.

(a) The Seller has access to the complete SEC filings of the Buyer filed on or before December 31, 2008, and has carefully read such filings in their entirety, and understands the contents thereof.  Each Seller has relied only on the information contained therein, information otherwise provided by the Company in response to the request of each Seller or each Seller's financial advisor or representative, or information from books and records made available to each Seller by the Buyer.

(b) Each Seller confirms that, in making the decision to purchase the Consideration Shares, each Seller has relied solely upon independent investigations made by each Seller and/or each Seller's financial advisors or representatives, including each Seller's own professional tax, accounting, financial, legal and other advisors, and that each Seller and such financial representatives and advisors have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense. Each Seller is an " accredited investor " as that term is defined in Section 501(a) of Regulation D under the 1933 Act.

(c) Each Seller understands that the certificate representing the Consideration Shares will bear a restrictive legend regarding the restricted transferability thereof and, therefore, the Consideration Shares are and will be " restricted securities ," as that term is defined in the 1933 Act.  The Seller is not acquiring the Consideration Shares with any view towards the resale or distribution thereof.