EXHIBIT 10.2

NOTE EXCHANGE AGREEMENT

This AGREEMENT (the “Agreement”) is made as of the 24^th day of May, 2012, by and between:

Wong Tsan Tung, an individual having an address for notice and delivery located at Flat A2, 3/F, 40 Ma Tau Kok Road, Kowloon, Hong Kong

(referred to as “Holder”)

And

Stevia First Corp., a Nevada corporation (the “Company”).

R E C I T A L S:

FIRST, Holder is the registered holder of the Company’s promissory notes with an aggregate outstanding principal balance of Forty-One Thousand Eight Hundred Dollars ($41,800.00) (the “Notes”) and accrued interest payable as of the date of this Agreement (such principal and accrued interest, the “Exchange Consideration”).

SECOND, Holder desires to exchange all of Holder’s right, title and interest in and to the Notes, including all accrued but unpaid interest, for an aggregate of Forty-Nine Thousand Three Hundred Seventy-Eight (49,378) shares (the “Shares”) of the Company’s common stock, and to have the Shares registered in the name of the Holder on the terms and conditions provided for in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

I.  EXCHANGE OF NOTES.

1.01

Delivery of Notes.  Subject to the terms and conditions of this Agreement, at the Closing (a) Holder shall assign, transfer and deliver the Notes to the Company for cancellation, and (b) the Company shall issue the Shares to Holder at the closing as further described in Section 1.03 hereof (the "Closing"), free and clear of all liens, charges, or encumbrances of whatsoever nature.   At the Closing the Notes shall be marked “cancelled”, and shall terminate and become void, and all accrued and unpaid interest on the Notes shall be cancelled.

1.02

Consideration.  The Shares shall be the sole consideration for the

exchange and cancellation of (a) the Notes and (b) all accrued and unpaid interest on the Notes, and the parties acknowledge and agree that Holder is acquiring the Shares for an aggregate consideration equal to the Exchange Consideration.  Holder shall have no other remedy or recovery against the Company in connection with the sale, issuance and exchange of the Notes

1.03

Closing.  The Closing of the transactions provided for in this Agreement shall take place on or before May 31^st, 2012.  If the Closing does not take place on or before June 15^th, 2012, this Agreement shall terminate and the parties shall have no obligations hereunder.

II.  REPRESENTATIONS AND WARRANTIES BY THE HOLDER.

The Holder hereby represents and warrants to the Company that to the best of the Holder’s knowledge, with the intent that the Company will rely on these representations and warranties in entering into this Agreement, and in concluding the  transactions contemplated by this Agreement, that:

3.01

Representations Regarding the Acquisition of the Shares.

(a)  The undersigned Holder understands that the Shares are being issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance, in part, upon the exemptions provided in Section 3(a)(9) and Section 4(2) of the Securities Act and Regulation S (“Regulation S”) promulgated under the Securities Act.  Holder further understands that such exemptions depend in part upon, and that the Shares are being issued in reliance on, the representations and warranties set forth in this Agreement;

(b)

  The undersigned Holder understands that (i) the Shares have not been registered under the Securities Act, or any applicable state securities laws, and may not be sold, offered for sale, pledged or hypothecated or otherwise transferred in the absence of such registration or an exemption from such registration requirements under the Securities Act, (ii) any such transfer may also be subject to compliance with applicable state securities laws and the laws of other applicable jurisdictions and (iii) the Shares have not been approved or disapproved by the United States Securities and Exchange Commission or any state or foreign securities agencies;

(c)  The undersigned Holder understands and acknowledges that the certificate or certificates evidencing the Shares, and any substitutions or replacements thereof, shall bear a legend in substantially the following form:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE

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WITH APPLICABLE STATE SECURITIES LAWS AND THE LAWS OF OTHER APPLICABLE JURISDICTIONS;”

(d)  The Holder is not an underwriter and is acquiring the Shares solely for investment for the account of the Holder and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable laws;

(e)  The Holder understands the speculative nature and risks of investments associated with the Company and confirms that the Shares are suitable and consistent with his investment program and that his financial position enables him to bear the risks of this investment;

(f)  The Holder represents that he is sophisticated and has had the opportunity to ask questions of the Company and receive additional information from the Company to the extent that the Company possessed such information, or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any investment in the Company.  Further, the Holder has been given or has had access to:  (1) all material books and records of the Company; (2) all material contracts and documents relating to the Company and this proposed transaction; (3) an opportunity to question the appropriate executive officers of the Company; and, (4) all reports and registration statements filed with the SEC.  The Holder is not relying on any representations or warranties of the Company regarding the Shares other than as expressly set forth herein;

3.02

Authority.  The Holder has the power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby.  This Agreement has been duly executed and delivered by the Holder and constitutes a valid and binding instrument, enforceable in accordance with its terms.

3.03

No Violation.  Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Holder is a party or by which the Holder is bound.

3.04

Restricted Shares.  The Holder hereby agrees that such shares are restricted securities pursuant to Rule 144(“Rule 144”) under the Securities Act and Regulation S, and therefore the Shares are subject to federal securities laws and applicable regulations in that the Shares may be resold without registration under the Act only in certain limited circumstances.  In this connection, the Holder represents that it is familiar with Rule 144 and Regulation S as presently in effect, and understands that the resale limitations imposed by Rule 144, Regulation S and by the Securities Act. The Holder acknowledges that the Company has not undertaken to register the Shares pursuant to the Securities Act and will have no obligation to effect any registration of the Shares under the Securities Act or to assist the Holder in complying with any exemption from registration under the Securities Act or any state securities laws.

3.05

Regulation S Representations.  The Holder hereby represents and

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warrants as follows:

(a)

Holder is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and is acquiring the Shares outside the United States in an offshore transaction meeting the requirements of Regulation S;