RELOCATE 411 COM INC /
COMMON STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>d59775_ex10-2.txt
<DESCRIPTION>COMMON STOCK PURCHASE AGREEMENT
<TEXT>

                                                                    Exhibit 10.2

                         COMMON STOCK PURCHASE AGREEMENT

To:          Glory Way Holdings Limited

Attention:   Ms. Jennifer Chan
             --------------------------------

             --------------------------------

From:
             --------------------------------

             --------------------------------

             --------------------------------

Gentlemen:

      1.    Offer; Purchase.

      ___________________ (the "Seller") has offered to sell shares of common
      stock, par value $0.0001 per share ("Common Stock") of Relocate411.com,
      Inc. (the "Company") to Good Business Technology Limited (the
      "Purchaser"). The Buyer hereby agrees, subject to the provisions of this
      Agreement, to purchase from the Seller, the number of shares of Common
      Stock set forth on the Buyer Signature Page at the end of this Agreement
      (the "Shares") at a purchase price of $0.025 per share, upon the terms and
      conditions hereinafter set forth.

      The Buyer is delivering in escrow (i) the payment made payable to the
      Seller and (ii) an executed copy of the Buyer Signature Page at the end of
      this Agreement (collectively, the "Purchaser Escrowed Documents"), to:

              DeHeng Chen Chan, LLC
              225 Broadway, Suite 1910
              New York, New York 10007
              Tel: (212) 608-6500
              Fax: (212) 608-9050
              Attention: Xiaomin Chen, Esq.

      Release of the Buyer Escrowed Documents shall be made contingent upon the
      closing of the Control Transaction (as hereinafter defined) and the
      provisions of this Agreement.

      2.    Revocation of Acceptance.

      Seller understands and acknowledges that the Buyer's purchase of the
      Shares is


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      contingent upon the closing of certain transactions Jandah Management
      Limited has with control persons of the Company whereby, among other
      things, Jandah Management Limited shall purchase substantially all of the
      shares of Common Stock held by such control persons (the "Control
      Transaction"). The Buyer shall notify the Seller as soon as practicable
      and in any event no later than three (3) business days following the
      closing of the Control Transaction. In the event that the Control
      Transaction does not occur by May 31, 2004, the transactions contemplated
      hereunder shall be deemed null and void ab initio.

      3.    Registration Statement.

      The Buyer hereby acknowledges receipt as of the date hereof of
      Registration Statement No. 333-100803 prepared on Form SB-2, as amended
      and as filed with the Securities and Exchange Commission containing
      information relating to the Company and the resale of the Shares (the
      "Prospectus"). The Company hereby acknowledges and represents and warrants
      that the Prospectus is effective as of the date hereof and as of the date
      set forth in the Company's signature page set forth herein.

      4.    Representations and Warranties.

            4.1.  The Seller hereby represents and warrants to the Buyer as
                  follows:

                  (a) The Seller is the good and lawful owner of the Shares.
                  Seller has held the Shares in its own name since the date of
                  the original purchase of the Shares from the Company. The
                  Shares are free and clear from any restrictions or limitations
                  except for those imposed by applicable securities laws. Except
                  for the Shares, the Seller does not hold any other equity in
                  the Company or any options, warrants or notes exercisable or
                  convertible into any class of equity in the Company.

                  (b) There are no liens, claims, offset rights or other
                  encumbrances relating to the Shares. The execution of this
                  Agreement by the Seller does not by itself or with the passage
                  of time violate or infringe upon the rights of any third
                  parties or result or could reasonably result in any claims
                  against the Buyer or the Company.

                  (c) Seller has not entered into any voting agreement or
                  similar agreements to vote or dispose of the Shares with any
                  party, except as provided for in this Agreement.

                  (d) The Seller is selling the Shares as part of a privately
                  negotiated transaction with the Buyer and not as a result of
                  or subsequent to any advertisement, article, notice or other
                  communication published in any


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                  newspaper, magazine or similar media or broadcast over
                  television or radio, or presented at any seminar or meeting,
                  or any solicitation of a purchase by a person other than by
                  the Buyer or a duly appointed representative of the Buyer.

            4.2.  The Buyer hereby represents and warrants to the Seller as
                  follows:

                  (a) The Buyer is an entity formed under the laws of the
                  British Virgin Islands and is currently validly existing and
                  in good standing in the jurisdiction of its formation. The
                  execution of this Agreement by the Buyer has been duly and
                  validly authorized and the person designed to execute this
                  Agreement is authorized by the Buyer to execute this Agreement
                  on behalf of the Buyer.

                  (b) The Buyer will acquire the Shares for its own account for
                  investment and not with a view to the sale or distribution
                  thereof or the granting of any participation therein, and has
                  no present intention of distributing or selling to others any
                  of such interest or granting any participation therein.

                  (c) The Buyer is purchasing the Shares as part of a privately
                  negotiated transaction with the Seller and not as a result of
                  or subsequent to any advertisement, article, notice or other
                  communication published in any newspaper, magazine or similar
                  media or broadcast over television or radio, or presented at
                  any seminar or meeting, or any solicitation of a sale by a
                  person other than by the Seller or a duly appointed
                  representative of the Seller.

      5.    Closing Conditions; Deliveries and Seller Escrow.

      (a) Upon the closing of the Control Transaction, the following deliveries
      shall occur: (i) the Buyer shall deliver or cause to be delivered to the
      Seller the Buyer Escrowed Documents, (ii) the Seller deliver or cause to
      be delivered to the Buyer its counterpart signature page to this Agreement
      and the original share certificate for the Shares (collectively, the
      "Seller Documents"), (iii) each of the Buyer and the Seller shall deliver
      to the other party a closing certificate certifying that the
      representations and warranties made herein are true and correct as of the
      delivery date of the Buyer Escrowed Documents and the Seller Documents
      (the "Delivery Date"), (iv) an opinion of Anslow & Jaclin, LLP, legal
      counsel to the Company, shall be delivered to the Buyer in form and
      substance satisfactory to the Seller opining to, among other things, the
      effectiveness of the Prospectus and (v) the Company shall have delivered
      to the Seller and the Buyer its counterpart signature page to this
      agreement relating to its acknowledgement of Section 3


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      hereof as of the Delivery Date. The obligations of the parties to enter
      into the agreements stated herein shall not commence until satisfaction of
      the delivered contemplated by this Section 5(a).

      (b) The Seller shall escrow the Seller Documents with the Company or its
      designee, in which case the deliveries contemplated by Section 5(a) above
      shall be made by the Company (or its designee).

      6.    Modification.

      Neither this Agreement nor any provisions hereof shall be waived,
      modified, discharged or terminated except by an instrument in writing
      signed by the Seller and the Buyer.

      7.    Entire Agreement.

      This Agreement and the documents referenced herein contain the entire
      agreement of the parties with respect to the subject matter hereof and
      there are no representations, covenants or other agreements except as
      stated or referred to herein.

      8.    Assignability.

      This Agreement is not transferable or assignable by the Buyer, except to
      those persons or entities that are either affiliates of or controlled by
      the Buyer.

      9.    [Intentionally omitted].

      10.   Notices.

      Any notice, demand or other communication which any party hereto may be
      required, or may elect, to give to any other party hereunder shall be
      sufficiently given if (a) deposited, postage prepaid, in a United States
      mail box, stamped registered or certified mail, return receipt requested,
      addressed to such addresses as follows:


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            (a)   If to the Seller, at:

            (b)   If to the Buyers, at:

      Each party may change the address for the receipt of notice hereunder by
giving written notice thereof to the other party.

11. Survival of Representations and Warranties. All representations and
warranties made by the Seller and the Buyer shall survive the Closing.

12. Jurisdiction and Venue. Any claim or controversy arising out of or relating
to the interpretation, application, or enforcement of any provision of this
Agreement, shall be submitted for resolution to a court of competent
jurisdiction in Nassau County, New York. The parties hereby consent to personal
jurisdiction and venue in Nassau County, New York.

13. Construction and Severability. In the event any provision on his Agreement
shall, for any reason, be held to be invalid or unenforceable, this Agreement
shall be construed as though it did not contain such invalid or unenforceable
provision, and the rights and obligations of the parties hereto shall continue
in full force and effect, and shall be construed and enforced in accordance with
the remaining provisions hereof.

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

15. Paragraph Headings. The paragraph headings contained in this Agreement are
for convenience only and shall not affect in any manner the meaning or
interpretation of this Agreement.

      17. Rule of Construction Relating to Ambiguities. All parties to this
Agreement acknowledge that they have each carefully read and reviewed this
Agreement with their respective counsel and/or other representative, and
therefore, agree that the rule of construction that ambiguities shall be
construed against the drafter of the documents shall not be applicable.

      IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and the year first above written.

SELLER:                                              BUYER:
                                                     Glory Way Holdings Limited


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<PAGE>

FOR PURPOSES OF SECTION 3 ONLY:

ACKNOWLEDGED:

Relocate411.com, Inc.


By:
    ----------------------
Darrell Lerner, President

Date:
      ----------------------


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</TEXT>
</DOCUMENT>
