MEMBERSHIP INTEREST PURCHASE AGREEMENT

     This Agreement made as of the 10^th day of October 200 1, by and between Kelly Green Products, Inc., a New York corporation, (Purchaser), and Patricia Cabellon, the sole member of Hana Pearl, LLC, (the Member).

     WHEREAS, the Member owns all of the outstanding membership interests of Hana Pearl, LLC, a Hawaii limited liability company (the Company);

     WHEREAS, upon the terms and subject to the conditions contained herein, Purchaser desires to purchase, and the Member desire to sell, all of the outstanding membership interests of the Company consisting of one unit (the Membership Interest);

     NOW, THEREFORE, in consideration of the agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

THE TRANSACTION

     1.1 Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall occur on the third business day following the satisfaction in full or waiver of all of the conditions precedent set forth in Articles V and VI herein, at the offices of the Purchaser, or on such other date and at such time and place as may be mutually agreed upon by the parties hereto (the Closing Date).

     1.2 Purchase and Sale of Membershil2 Interest and Stock. The Member shall sell, transfer and deliver to Purchaser and Purchaser shall acquire the Membership Interest from the Member free and clear of 0 liens, pledges, encumbrances, charges and claims thereon, and in consideration therefor, Purchaser shall transfer to the Member all of the right, title and interest to 10,000,000 shares of the common stock of the Purchaser (the Kelly Green Shares).

     1.3 A certificate evidencing the Membership Interest will be delivered to Purchaser duly endorsed in blank. The Member shall cause the Company to make available to Purchaser for inspection at Closing its membership interest transfer books and records and its minute book for all meetings of the Members of the Company prior to the Closing Date.

     1.4 A certificate evidencing the Kelly Green Shares will be delivered to the Member. The Purchaser shall make available to the Member for inspection at Closing its minute book for all meetings of its shareholders.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE MEMBER

     The Member represents and warrants to Purchaser as of the date hereof and as of the Closing Date as set forth below:

     2.1 Valid Existence: Qualification. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Hawaii. The Company has all requisite power to own or lease and to operate its properties, and has all requisite power to carry on its business as it is currently being conducted. The Company is duly qualified or licensed to do business as a foreign entity and is in good standing in every jurisdiction in which the Companys ownership of assets or the conduct of its business requires such qualification.

     2.2 Capitalization. The authorized membership interest of the Company consists of one unit, which is issued and outstanding. Such membership interest unit is duly authorized, validly issued and outstanding, and fully paid and nonassessable. There are no subscriptions, options, wan-ants, rights or calls or other commitments or agreements to which the Company is a party or by which it is bound, calling for the issuance, transfer, sale or other disposition of any class of securities of the Company. There are no outstanding securities of the Company convertible or exchangeable, actually or contingently, into membership interest units or any other securities of the Company. Upon delivery. of the Kelly Green Shares, Purchaser will acquire good and valid title to the Membership Interest.

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