STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

as of June 18, 2009

This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the date above first written by WorldVest Equity, Inc. located at 2049 Century Park East, Suite 4200, Los Angeles, CA 90067 (shall be referred to as “WVE” or “Seller”) on the one hand, and Catalyst Ventures Incorporated (shall be referred to as “Catalyst” or the “Purchaser”) on the other hand.

W I T N E S S E T H

WHEREAS , WVE desires to sell to Purchaser 1000 membership units (the “Membership Units”), representing 100% of the equity ownership WorldVest, LLC (“WVUSA”) a Nevada Limited Liability Company and 100,000 shares of common stock representing 100% equity ownership in FutureVest Manaagement (Shenyang) Co. Ltd. (“FutureVest”) (collectively the Membership Units in WVUSA and the common shares in FutureVest shall be referred to as the “Common Stock”).

WHEREAS , Catalyst desires to purchase from WVE the Membership Units in the WVUSA and the shares of FutureVest subject to the terms and conditions of this Agreement; and

NOW, THEREFORE , in consideration of the mutual promises made hereunder each to the other and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

I.                THE SHARES.   Seller agrees to sell Purchaser 1,000 Membership Units of WVUSA and 100,000 shares of FutureVest for a total purchase price of Six Million United States Dollars (USD $6,000,000) (the “Purchase Price”) to be paid upon  execution of this Agreement in the following manner: Catalyst Ventures shall issue a 9% Convertible Debenture with conversion rights into shares of Catalyst Ventures common stock which are convertible at $1.50 per share.  In addition, to the  Convertible Debenture, the Seller will also receive a warrant to purchase 4,000,000 shares of common stock exercisable at $3.00 per share.  (See the form of Debenture and Warrants attached a Exhibit A to this Share Purchase Agreement.

III.                        REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.   Seller hereby represents, warrants and covenants that:

(i)           it has full power, authority and capacity to sell the  Common Stock to Purchaser in accordance with the terms and provisions of this Agreement and to execute and deliver this Agreement, and this Agreement is the valid and binding obligation of WVE enforceable according to its terms.

(ii)           the Common Stock being sold by Seller are validly issued, fully paid and non-assessable. Upon such transfer/sale, Purchaser shall acquire good and marketable title to such shares of the Common Stock, free and clear of any claim, lien, option, charge, restrictive legend or encumbrance of any nature whatsoever.

(iii)          that WVUSA and FutureVest have ongoing business at the time of the transaction and that Catalyst agrees to assume all operations and continue ongoing operations.

(iv)          that both WVUSA and FutureVest prior to this transaction are wholly owned subsidiaries of WVE which is also the majority shareholder of Catalyst.

V.                ASSIGNABILITY.    Purchaser may not assign its rights or obligations hereunder without the express written consent of the Seller.

VI.               NO WAIVER.   No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall be construed as a waiver of those rights, powers or remedies.  Any such waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.

VII.             GOVERNING LAW AND CONSENT TO JURISDICTION .  The terms of this Agreement shall be interpreted in accordance with the laws of the State of California.  Both parties agree to submit to the jurisdiction of the courts of the State of California.

VIII.             AMENDMENT.   This Agreement may not be amended except by the written consent of all the parties to this Agreement.

IX.              ENFORCEMENT OF THE AGREEMENT.   In the event litigation is required to enforce any provisions of this Agreement, the prevailing party will be entitled to reasonable administrative or attorneys’ fees, including those associated with appeals and any post judgment costs of collection.

X.                SEVERABILITY.   If for any reason, any provision of this Agreement is found to be prohibited, unenforceable or not authorized in any jurisdiction, only that provision shall be stricken or modified so that it is in compliance with applicable policy.  The remainder of the Agreement shall remain in full force and be binding upon all parties.

XI.                        TITLES NOT TO AFFECT INTERPRETATION.   The titles of sections or subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the constructions or interpretations hereof.

IN WITNESS WHEREOF , this Agreement has been executed for and on behalf of the undersigned as of the date first above written.

FOR SELLER:                                                                                                  FOR PURCHASER:

WorldVest Equity, Inc.                                                                                    Catalyst Ventures Incorporated

__________________________________                                             __________________________________

Garrett K. Krause,  CEO                                                                                   Garrett K. Krause, CEO

pursuant to a Board of Directors and                                                            pursuant to a Board of Directors and

shareholders resolution of                                                                              shareholders resolution of

WorldVest Equity, Inc.                                                                                    Catalyst Ventures Incorporated