Exhibit
      10.1

     

    LINKWELL
      TECH GROUP, INC.

    ____________________

     

    STOCKHOLDERS
      AGREEMENT

    ____________________

     

    May
      30, 2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    Page

     

    
      	
              1.

            	
              DEFINITIONS

            	
              1

            
	
               

            	
              1.1

            	
              Certain
                Definitions

            	
              1

            
	
               

            	
              1.2

            	
              Certain
                Matters of Construction

            	
              4

            
	
              2.

            	
              VOTING
                AGREEMENT

            	
              5

            
	
               

            	
              2.1

            	
              Election
                of Directors

            	
              5

            
	
               

            	
              2.2

            	
              Removal

            	
              6

            
	
               

            	
              2.3

            	
              Successors

            	
              6

            
	
               

            	
              2.4

            	
              Ecolab
                Observer

            	
              6

            
	
               

            	
              2.5

            	
              Expenses

            	
              6

            
	
               

            	
              2.6

            	
              Meetings
                of the Board

            	
               

            
	
               

            	
              2.7

            	
              The
                Company

            	
               

            
	
               

            	
              2.8

            	
              Period

            	
               

            
	
              3.

            	
              COVENANTS

            	
              6

            
	
               

            	
              3.1

            	
              Dividend
                Policy

            	
              6

            
	
               

            	
              3.2

            	
              Inspection

            	
              6

            
	
               

            	
              3.3

            	
              Negative
                Covenants and Agreements

            	
              7

            
	
              4.

            	
              PUT
                AND CALL RIGHTS

            	
              9

            
	
               

            	
              4.1

            	
              Put
                Option

            	
              9

            
	
               

            	
              4.2

            	
              Call
                Option

            	
              11

            
	
              5.

            	
              PREEMPTIVE
                RIGHTS

            	
              12

            
	
               

            	
              5.1

            	
              Right
                of First Offer

            	
              12

            
	
               

            	
              5.2

            	
              Second
                Proposal

            	
              12

            
	
               

            	
              5.3

            	
              Notice

            	
              12

            
	
               

            	
              5.4

            	
              Sale
                to Third Parties

            	
              13

            
	 	
              5.5

            	
              Proportionate
                Percentage

            	
              13

            
	
              6.

            	
              CERTAIN
                TRANSFER RIGHTS AND RESTRICTIONS; RIGHTS OF FIRST OFFER

            	
              14

            
	
               

            	
              6.1

            	
              Transfers
                of Shares to Affiliate

            	
              14

            
	
               

            	
              6.2

            	
              Rights
                of First Offer on Transfers by Other Stockholders

            	
              14

            
	
               

            	
              6.3

            	
              Right
                of Co-Sale

            	
              14

            
	
               

            	
              6.4

            	
              Remedies

            	
              15

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      (continued)

      Page

       

    

    
      	
              7.

            	
              “TAKE
                ALONG” RIGHTS

            	
              16

            
	
               

            	
              7.1

            	
              Procedure

            	
              16

            
	
               

            	
              7.2

            	
              Further
                Assurances

            	
              16

            
	
               

            	
              7.3

            	
              Closing

            	
              16

            
	
              8.

            	
              RIGHT
                OF FIRST OFFER ON A BUSINESS SALE

            	
              17

            
	
              9.

            	
              REMEDIES

            	
              18

            
	
              10.

            	
              NON
                COMPETE

            	
              18

            
	
              11.

            	
              LEGENDS

            	
              19

            
	
              12.

            	
              TERMINATION

            	
              19

            
	
              13.

            	
              MISCELLANEOUS

            	
              20

            
	
               

            	
              13.1

            	
              Authority;
                Effect

            	
              20

            
	
               

            	
              13.2

            	
              Notices

            	
              20

            
	
               

            	
              13.3

            	
              Amendment

            	
              20

            
	
               

            	
              13.4

            	
              Waivers
                and Remedies

            	
              21

            
	
               

            	
              13.5

            	
              Entire
                Agreement

            	
              21

            
	
               

            	
              13.6

            	
              Assignment
                and Successors

            	
              22

            
	
               

            	
              13.7

            	
              Severability

            	
              22

            
	
               

            	
              13.8

            	
              Interpretation

            	
              22

            
	
               

            	
              13.9

            	
              Governing
                Law

            	
              22

            
	
               

            	
              13.10

            	
              Specific
                Performance

            	
              22

            
	
               

            	
              13.11

            	
              Jurisdiction
                and Service of Process

            	
              23

            
	
               

            	
              13.12

            	
              Waiver
                of Jury Trial

            	
              23

            
	
               

            	
              13.13

            	
              Counterparts

            	
              23

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    


    STOCKHOLDERS
      AGREEMENT

     

    This
      Stockholders Agreement (the “Agreement”)
      is
      made as of May 30th, 2008 by and among (i) Linkwell Tech Group, Inc., a Florida
      corporation (the “Company”),
      (ii)
      Linkwell Corporation, a Florida corporation (“Linkwell”);
      and
      (iii) Ecolab Inc., a Delaware corporation (“Ecolab”).

     

    WHEREAS,
      Linkwell is the owner of 8,000,000 issued and outstanding shares of Common
      Stock, par value $.001 per share (“Common
      Stock”),
      of
      the Company;

     

    WHEREAS,
      pursuant to a Stock Purchase Agreement dated as of February 15th, 2008 (the
      “Stock
      Purchase Agreement”)
      by and
      among the Company, Linkwell and Ecolab, Ecolab is acquiring as of Closing
      888,889 shares of Common Stock;

     

    WHEREAS,
      immediately after Closing Linkwell and Ecolab are collectively the holders
      of
      all of the outstanding capital stock of the Company;

     

    WHEREAS,
      the parties believe that it is in the best interests of the Company and the
      Stockholders to: (i) provide that certain shares of Common Stock shall be
      transferable only upon compliance with the terms hereof; (ii) provide the
      Company with certain rights with respect to the purchase of shares of Common
      Stock under certain circumstances; (iii) provide for certain rights with respect
      to the registration under the Securities Act of the Common Stock held by or
      issuable to the Stockholders; (iv) provide for certain rights and
      obligations of the Stockholders with respect to the election of directors of
      the
      Company; and (v) set forth their agreements on certain other
      matters;

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual agreements
      set forth below, the parties hereto, each intending to be legally bound, hereby
      agree as follows:

     

    
      	
              1.

            	
              DEFINITIONS.
                For purposes of this Agreement:

            


    

     

    1.1 Certain
      Definitions.
      The
      following terms shall have the following meanings:

     

    1.1.1 “Affiliate”
      means,
      with respect to a specified Person, a Person that directly, or indirectly
      through one or more intermediaries, Controls, is Controlled by or is under
      common Control with, the specified Person. In addition to the foregoing, if
      the
      specified Person is an individual, the term “Affiliate” also includes (a) the
      individual’s spouse, (b) the members of the immediate family (including parents,
      siblings and children) of the individual or of the individual’s spouse and (c)
      any corporation, limited liability company, general or limited partnership,
      trust, association or other business or investment entity that directly or
      indirectly, through one or more intermediaries Controls, is Controlled by or
      is
      under common Control with any of the foregoing individuals.
      

     

    1.1.2 “Board”
shall
      mean the Board of Directors of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.1.3 “Change
      of Control Transaction”
means
      any transaction or series of related transactions pursuant to which a third
      Person may gain Control of a Person, whether by merger, consolidation, issuance
      of voting securities, sale of all or substantially all of the assets of a
      Person, or otherwise.

     

    1.1.4 “Closing”
has
      the
      meaning given to such term in the Stock Purchase Agreement.

     

    1.1.5 “Control”
means
      and includes the direct or indirect ownership of all or substantially all of
      the
      assets of a Person by any third Person, the direct or indirect ownership or
      control, by contract or otherwise, of more than 50% of the voting securities
      of
      a Person, or the right to appoint or elect, whether directly or indirectly,
      a
      majority of the board of directors of a Person; 

     

    1.1.6 “Current
      Ratio”
means
      the product of (i) the total aggregate current assets of the Group, divided
      by
      (ii) the total aggregate current liabilities of the Group, in each case as
      derived from the then current books and records of the Group
      Members.

     

    1.1.7 “Debt
      to Total Asset Ratio”
means
      the ratio, expressed as a percentage, of the total aggregate indebtedness
      (including principal, interest, fees, expenses and other amounts) of the Group
      to the total aggregate assets of the Group, in each case as derived from the
      then current books and records of the Group Members

     

    1.1.8 “Ecolab
      Competitor”
means
      any
      Person that is engaged in or competitive with the business of Ecolab or any
      of
      Ecolab’s Subsidiaries at the relevant time.

     

    1.1.9 “Fully
      Diluted Shares”
shall
      mean outstanding shares of Common Stock, assuming the conversion or exercise
      of
      all outstanding securities then convertible into or exercisable for Common
      Stock.

     

    1.1.10 “Group”
mean
      the Company and each of its Subsidiaries from time to time, collectively, and
      “Group
      Member”
shall
      mean any one of them.

     

    1.1.11 “Independent
      Third Party”
means
      any Person who, immediately prior to the contemplated transaction, does not
      own
      in excess of 5% of the Fully Diluted Shares, and who is not an Affiliate of
      any
      such 5% owner.

     

    1.1.12 “Initial
      Public Offering”
shall
      mean the first public offering of shares of Common Stock registered under the
      Securities Act.

     

    1.1.13 “Person”
      means
      an
      individual or an entity, including a corporation,
      limited liability company, general or limited partnership, trust, association
      or
      other business or investment entity,
      or any
      Governmental Authority.

     

    1.1.14 “Securities
      Act”
shall
      mean the Securities Act of 1933, as amended, and the rules and regulations
      of
      the Securities and Exchange Commission promulgated thereunder, all as from
      time
      to time in effect.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    1.1.15 “Shares”
shall
      mean all shares of Common Stock and any other capital stock of the Company
      now
      or hereafter in existence, and any securities of the Company exercisable for
      or
      convertible into Common Stock or any other capital stock of the Company now
      or
      hereafter in existence.

     

    1.1.16 “Stockholders”
means
      the holders of Shares from time to time, and “Stockholder”
shall
      mean any one of them.

     

    1.1.17 "Subsidiary"
      means,
      with respect to a specified Person, any corporation or other Person of which
      securities or other interests having the power to elect a majority of that
      corporation's or other Person's board of directors or similar governing body,
      or
      otherwise having the power to direct the business and policies of that
      corporation or other Person (other than securities or other interests having
      such power only upon the happening of a contingency that has not occurred)
      are
      held by the specified Person or one or more of its Subsidiaries. When used
      in
      this Agreement without reference to a particular Person, "Subsidiary" means
      a
      Subsidiary of the Company.

     

    1.1.18 “Total
      Debt to Capital Ratio”
means
      the ratio, expressed as a percentage, of (i) the total aggregate indebtedness
      (including principal, interest, fees, expenses and other amounts) of the Group
      to (ii) the sum of (x) total
      aggregate indebtedness (including principal, interest, fees, expenses and other
      amounts) and (y) total aggregate equity, in each case of the Group, and in
      each
      case as derived from the then current books and records of the Group Members.
      

     

    1.1.19 “Voting
      Shares”
shall
      mean Common Stock and any other shares of capital stock or other securities
      now
      or hereafter issued, carrying the right to vote for directors of the
      Company.

     

    1.2 Additional
      Defined Terms.
      For
      purposes of this Agreement, the following terms have the meanings specified
      in
      the indicated Section of this Agreement:

     

    
      	
              Defined
                Term

            	
              Section

            
	
              Agreement

            	
              Preamble

            
	
              Business
                Plan and Budget

            	
              3.3

            
	
              Business
                Sale

            	
              8

            
	
              Business
                Sale Notice

            	
              8

            
	
              Business
                Seller

            	
              8

            
	
              Call
                Closing

            	
              4.2

            
	
              Call
                Notice

            	
              4.2

            
	
              Call
                Purchase Price

            	
              4.2

            
	
              Call
                Right

            	
              4.2

            
	
              Call
                Shares

            	
              4.2

            
	
              Cash
                Consideration

            	
              4.1(b)

            
	
              Common
                Stock

            	
              Preamble

            
	
              Competing
                Activity

            	
              9(a)

            
	
              Co-Sale
                Offeree

            	
              6.3

            
	
              Co-Sale
                Notice

            	
              6.3

            
	
              Covered
                Person

            	
              4.1(e)

            
	
              Dividend
                Policy

            	
              3.1

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              Ecolab
                Company Director

            	
              2.1(b)

            
	
              Ecolab
                Director

            	
              2.1(c)

            
	
              Ecolab
                Sub Director

            	
              2.1(c)

            
	
              Ecolab
                Supervisory Board Member

            	
              2.1(d)

            
	
              Ecolab
                Observer

            	
              2.4

            
	
              Future
                Shares

            	
              5.1

            
	
              Future
                Shares Exercise Period

            	
              5.1

            
	
              Liens

            	
              4.1(d)

            
	
              Majority
                Holders

            	
              7

            
	
              Notice
                of Purchase

            	
              5.3

            
	
              Offer
                Notice

            	
              6.2

            
	
              Offered
                Shares

            	
              6.2

            
	
              Offeree

            	
              6.2

            
	
              Participating
                Seller

            	
              7

            
	
              Prohibited
                Transfer

            	
              6.4

            
	
              Proportionate
                Percentage

            	
              5.5

            
	
              Proposed
                Buyer

            	
              7

            
	
              Proposed
                Sellers

            	
              7

            
	
              Proposal

            	
              5.1

            
	
              Put
                Closing

            	
              4.1(d)

            
	
              Put
                Notice

            	
              4.1(a)

            
	
              Put
                Right

            	
              4.1(a)

            
	
              Put
                Shares

            	
              4.1(a)

            
	
              Put
                Window

            	
              4.1(a)
                

            
	
              Refused
                Future Shares

            	
              5.4

            
	
              Relevant
                Assets

            	
              8

            
	
              Remaining
                Future Shares

            	
              5.2

            
	
              Remaining
                Future Shares Exercise Period

            	
              5.2

            
	
              Sale

            	
              7

            
	
              Sale
                Percentage

            	
              7

            
	
              SEC

            	
              4.1(f)(1)

            
	
              Second
                Proposal

            	
              5.2

            
	
              Stock
                Consideration Shares

            	
              4.1(b)

            
	
              Stock
                Purchase Agreement

            	
              Preamble

            
	
              Sub-Board

            	
              2.4

            
	
              Take-Along
                Notice

            	
              7.1

            
	
              Transfer

            	
              6

            
	
              Transferring
                Holder

            	
              6.2

            
	
              Valuation
                Notice

            	
              4.2

            
	
              Valuer

            	
              4.2

            


    

     

    1.3 Certain
      Matters of Construction.
      The
      words
“hereof”, “herein”, “hereunder” and words of similar import shall refer to this
      Agreement as a whole and not to any particular Section or provision of this
      Agreement, and reference to a particular Section of this Agreement shall include
      all subsections thereof. Definitions shall be equally applicable to both the
      singular and plural forms of the terms defined. The masculine, feminine and
      neuter genders shall each include the other. Any reference in this Agreement
      to
      a “Section” refers to the corresponding Section of this Agreement, unless the
      context indicates otherwise. The table of contents and the headings of Articles
      and Sections are provided for convenience only and are not intended to affect
      the construction or interpretation of this Agreement. All words used in this
      Agreement should be construed to be of such gender or number as the
      circumstances require. The term “including” means “including without limitation”
and is intended by way of example and not limitation. Any reference to a statute
      is deemed also to refer to any amendments or successor legislation, and all
      rules and regulations promulgated thereunder, as in effect at the relevant
      time.
      Any reference to a Contract or other document as of a given date means the
      Contract or other document as amended, supplemented and modified from time
      to
      time through such date.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              2.

            	
              VOTING
                AGREEMENT.

            


    

     

    2.1 Board
      Representation.
      Each
      Stockholder hereby agrees to cast all votes to which such Stockholder is
      entitled in respect of any Voting Shares now or hereafter owned by such
      Stockholder, whether at any annual or special meeting of stockholders, by
      written consent or otherwise, and otherwise to take all other reasonably
      necessary or desirable actions with such Stockholder’s control (whether in such
      Stockholder’s capacity as a stockholder, director, officer or otherwise), and
      the Company shall take all reasonably necessary and desirable actions within
      its
      control (including, without limitation, calling directors’ and shareholders’
meetings), so that:

     

    (a)
      the
      number of directors constituting the Board shall be not less than three (3);
      

     

    (b)
      Ecolab shall be entitled at any time to designate and have elected to the Board
      any one individual (the “Ecolab
      Company Director”).
      At
      any time when the Board shall consist of more than ten directors, Ecolab shall
      be entitled to designate and have elected to the Board such number of Ecolab
      Directors as constitutes not less than one-tenth of the total number of
      directors (rounded up to the next highest whole number);

     

    (c)
      Ecolab
      shall be entitled at any time to designate and have elected to the board of
      directors or equivalent (each a “Sub
      Board”)
      of
      each of the Company’s Subsidiaries any one individual (each an “Ecolab
      Sub Director”
and
      the
      Ecolab Company Director(s) and the Ecolab Sub Directors being, collectively,
      the
“Ecolab
      Directors”);
      

     

    (d)
      in
      the event that any Subsidiary forms, whether as a result of applicable
      requirements of Law or otherwise, a supervisory board, Ecolab shall be entitled
      at any time to designate and have elected to such supervisory board any one
      individual (each an “Ecolab
      Supervisory Board Member”);
      and

     

    (e)
      the
      removal from the Board or any Sub Board of any Ecolab Director or from any
      Subsidiary’s supervisory board of an Ecolab Supervisory Board Member (in each
      case with or without cause) shall be at the written request of Ecolab, but
      only
      upon such written request and under no other circumstances.
      Ecolab
      shall be entitled at any time to remove any Ecolab Director or Ecolab
      Supervisory Board Member for any reason whatsoever and to appoint another
      individual in his place.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    2.2 Expenses.
      Except
      with the written approval of both Stockholders, all expenses
      that any individual member of the Board, any Sub-Board, any supervisory board
      of
      a Subsidiary, or any committee of any of the foregoing organs may incur for
      attending meetings or discharging duties in such capacity shall be borne by
      the
      Stockholder that designated such individual for election or appointment to
      that
      organ. So long as any Ecolab Director serves on the Board and for
      two years
      thereafter, the Company shall maintain directors and officers indemnity
      insurance coverage satisfactory to the Ecolab Director and the Company’s
      articles of incorporation and by-laws will provide for indemnification and
      exculpation of directors to the fullest extent permitted under applicable
      law.

     

    2.3 Meetings
      of the Board and Sub-Boards.
      The
      Company agrees that it will hold a meeting of the Board, and will cause each
      of
      its Subsidiaries to hold a meeting of such Subsidiary’s Sub-Board, at least two
      (2) times per fiscal year. 

     

    2.4 Group
      Matters.
      Linkwell
      and the Company agree that all decisions and matters that may affect any Group
      Member or the Group as a whole shall be discussed and decided by the Board
      in
      accordance with the provisions of this Agreement. 

     

    2.5 The
      Company.
      The
      Company agrees not to give effect to any action by any holder of Shares which
      is
      in contravention of this Section 2.

     

    
      	
              3.

            	
              COVENANTS

            


    

     

    3.1 Dividend
      Policy.
      The
      Stockholders shall, as soon as reasonably practicable after the date of this
      Agreement, agree in good faith a dividend policy for the Company and for each
      of
      its Subsidiaries (the “Dividend
      Policy”).
      Until
      the
      Dividend Policy has been so agreed, the Company shall not, and shall cause
      its
      Subsidiaries not to, declare or pay any dividend or make any distribution on
      any
      Shares.

     

    3.2 Financial
      Information.
      The
      Company will provide to Ecolab the following reports:

     

    3.2.1 As
      soon
      as practicable after the end of each fiscal year, and in any event within 90
      days thereafter, audited consolidated balance sheets of the Company and its
      Subsidiaries, as of the end of the fiscal year, and audited consolidated
      statements of income and cash flows of the Company and its Subsidiaries for
      the
      year, prepared in accordance with United States generally accepted accounting
      principles, consistently applied, and setting out in each case in comparative
      form the figures for the previous fiscal year, all in reasonable detail and
      certified by independent public accountants of national standing;
      and

     

    3.2.2 As
      soon
      as practicable after the end of each fiscal quarter, and in any event within
      45
      days after each fiscal quarter, an unaudited quarterly report including a
      balance sheet, profit and loss statement and cash flow analysis prepared in
      accordance with United States generally accepted accounting principles,
      consistently applied, (other than for accompanying notes and subject to changes
      resulting from year-end audit adjustments) as of the end of and for the year
      to
      date and quarter ending on the last day of such fiscal quarter, and a comparison
      of such results to the Company’s Annual Business Plan and Budget for such
      period.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    3.3 Inspection.
      The
      Company shall permit, and shall cause its Subsidiaries to permit, each
      Stockholder, at such Stockholder’s expense, to visit and inspect any Group
      Member’s properties, examine its books of account and records, and discuss its
      affairs, finances and accounts with its officers, during normal business hours
      of such Group Member as may be reasonably requested by such Stockholder;
      provided, however, that no Group Member shall be obligated pursuant to this
      Section
      3.3
      to
      provide access to any information that it reasonably considers to be a trade
      secret or confidential information (unless covered by an enforceable
      confidentiality agreement) or the disclosure of which would adversely affect
      the
      attorney-client privilege between the Group Member and its counsel.

     

    3.4 Business
      Plan and Budget. The
      Company shall furnish to the Board, no later than thirty (30) days prior to
      the
      start of each new fiscal year, an annual business plan (the “Business
      Plan and Budget”)
      for
      the Company and its Subsidiaries, which business plan shall include annual
      capital and operating budgets in reasonable detail, a projected financial
      statement for such fiscal year on a monthly basis, and operating goals for
      each
      functional unit of the Company and its Subsidiaries, and promptly after
      preparation from time to time, any revisions in the forecasts contained
      therein.
      In order
      to be adopted, the capital expenditure proposals of each such annual Business
      Plan and Budget shall need to be approved
      by a majority of the Board (with all directors present and voting), except
      that
      capital expenditure proposals involving lines
      of
      business not related to infection control or healthcare
      shall
      need to be unanimously approved by the Board (with all directors present and
      voting). The remainder of each such annual Business Plan and Budget shall need
      to be approved by a majority of the Board (and not just of those present at
      the
      relevant meeting). The provisions of this Section
      3.4
      shall in
      no circumstances be deemed to constitute an exception or qualification to the
      obligations of the Company to obtain the affirmative vote of the Ecolab Director
      to those matters set forth in paragraphs (a) through (v) of Section
      3.5
      below.

     

    3.5 Negative
      Covenants and Agreements.
      The
      Company hereby covenants and agrees that it shall not, and shall not permit
      its
      Subsidiaries to, do any of the following without the prior written approval
      of
      Ecolab:

     

    (a) make
      any
      loan or advance to, or own any stock or other securities of, any corporation,
      partnership or other entity unless it is wholly owned by the
      Company;

     

    (b) make
      any
      loan or advance to any Person, including, without limitation, any employee
      or
      director, except advances and similar expenditures in the ordinary course of
      business;

     

    (c) directly
      or indirectly guarantee or otherwise in any way become liable with respect
      to
      the obligations or liabilities of any Person, other than a Subsidiary, except
      by
      endorsement of instruments or items of payment for deposit to the general
      account of the Company or any Subsidiary;

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (d) make
      any
      capital expenditures or incur any research and development costs, in each case,
      in one or a series of related transactions, in excess of 125% of the amounts
      set
      forth in the Business Plan and Budget for the relevant fiscal year;

     

    (e) incur
      indebtedness for borrowed money, unless, immediately following such incurrence,
      each of the following ratios would continue to be met: (i) a Total Debt to
      Capital Ratio of less than 20%, (ii) a Current Ratio of greater than 2, and
      (iii) a Debt to Total Asset Ratio of less than 15%;

     

    (f) except
      to
      the extent reasonably necessary to secure permitted indebtedness, pledge,
      encumber, or grant any security interest in, any asset of the Company or any
      of
      its Subsidiaries;

     

    (g) enter
      into or be a party to any transaction with any director, officer or employee
      of
      the Company or any Subsidiary of the Company or any “associate” (as defined in
      Rule 12b-2 promulgated under the Securities Exchange Act of 1934) of any such
      Person;

     

    (h) enter
      into or be a party to any transaction with any Affiliate (other than
      Subsidiaries) other than on an arm’s length basis with terms materially
      comparable to those that would be available from a non-affiliated third party;
      provided that such transaction is reasonably necessary to conduct the business
      and operations of the Company in the ordinary course;

     

    (i) issue
      or
      sell any equity securities (i) of any class of share other than Common Stock,
      (ii) to any Ecolab Competitor, or (iii) if such issuance or sale would result
      in
      Ecolab and its Affiliates together holding less than 25% of the Fully Diluted
      Shares immediately following such issuance or sale;

     

    (j) change
      the principal business of the Company or any of its Subsidiaries, enter new
      lines of business, or exit the current line of business;

     

    (k) effect
      any Business Sale, except in accordance with Section
      8;

     

    (l) other
      than a Business Sale, effect any sale, lease, assignment, transfer or other
      conveyance (other than the grant of a mortgage or security interest in
      connection with permitted indebtedness for borrowed money) of any substantial
      part (i.e., more than ten percent (10%) of the book value as reflected on the
      most recent fiscal-year-end consolidated balance sheet of the Company) of the
      properties or assets of the Company or any of its Subsidiaries, or any
      consolidation or merger involving the Company or any of its
      Subsidiaries;

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (m) effect
      any reduction of capital, recapitalization, liquidation, dissolution or
      winding-up of the Company or any of its Subsidiaries;

     

    (n) effect
      any sale, lease, assignment, transfer or other conveyance (other than the grant
      of a mortgage or security interest in connection with permitted indebtedness
      for
      borrowed money) of any assets of the Company or any of its Subsidiaries, other
      than of obsolete equipment or of inventory in the ordinary course of
      trading;

     

    (o) approve
      or consummate a sale of all or any part of the equity capital of any Subsidiary
      of the Company to any Person or group of affiliated Persons;

     

    (p) amend
      the
      articles of incorporation or the By-laws or any organizational document of
      the
      Company or any of its Subsidiaries;

     

    (q) purchase
      or redeem, or set aside any sums for the purchase or redemption of,
      stock;

     

    (r) declare
      or pay any dividend or make any distribution on any shares, except for dividends
      or other distributions in accordance with the Dividend Policy;

     

    (s) adopt
      any
      stock option, restricted stock or other equity incentive plan, or grant to
      any
      of the Company’s or any of its Subsidiaries’ employees, consultants, officers,
      directors or affiliates options to purchase shares;

     

    (t) acquire,
      whether by merger, consolidation or otherwise, the securities of, or assets
      representing all or substantially all or any substantial part of the business
      of, any other Person;

     

    (u) enter
      into any joint venture, partnership or other strategic alliance which requires
      the investments, expenditures or contributions of cash, property or services
      by
      the Company or any of the Company’s Subsidiaries with an aggregate value in
      excess of U.S. $250,000 during any fiscal year; or

     

    (v) form
      or
      organize a Subsidiary, whether wholly-owned or otherwise.

     

    
      	
              4.

            	
              PUT
                AND CALL RIGHTS

            


    

     

    4.1 Put
      Option.

     

    (a) At
      any
      time (i) after the second anniversary but prior to the fourth anniversary of
      Closing, or (ii) in the period of three (3) months following: (A) any material
      breach by the Company or a Subsidiary of any of the Commercial Agreements that
      may have a cumulative impact on Ecolab of US$ 50,000 or more, (B) the end of
      the
      seventh (7th) month after the Closing Date, if Shanghai Likang Disinfectant
      High-Tech Company, Limited (“Likang
      Disinfectant”)
      fails
      to complete the acquisition and become the registered owner of the land-use
      rights, free and clear of Encumbrances (as evidenced by the receipt of valid
      land-use right certificates and building ownership certificates) for the 4,384
      square meter plot of land and the workshops constructed thereon located at
      No.
      1104, Jia Tang Gong Road, Jiading District that Likang Disinfectant purchased
      from Zhung-Yiu Pharmaceutical pursuant to an agreement dated August 5, 2005,
      or
      (C) the incurrence by any Company Subsidiary of any material fine, penalty,
      disruption of operations, expense, costs or other loss as a result of such
      Company Subsidiary not having any land use rights, building ownership rights
      or
      governmental authorization that it may require in respect of its operations
      (each, a “Put
      Window”),
      Ecolab shall have the right (the “Put
      Right”)
      to
      require Linkwell to purchase, and Linkwell shall be obligated to purchase,
      all
      of the shares of Common Stock purchased by Ecolab pursuant to the Stock Purchase
      Agreement (the “Put
      Shares”).
      Ecolab may exercise the Put Right by providing written notice (the “Put
      Notice”)
      to
      Linkwell and the Company at any time during a Put Window. Ecolab shall have
      no
      Put Right if Ecolab has, prior to the date it would otherwise issue a Put
      Notice, acquired all of the outstanding equity interests of the
      Company.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (b) Linkwell
      shall, within five (5) business days after its receipt of the Put Notice,
      determine whether the consideration payable for the Put Shares shall be either
      (a) cash in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000)
      (the “Cash
      Consideration”),
      or
      (b) shares of common stock in the capital of Linkwell in an amount calculated
      pursuant to Section (c) below (the “Stock
      Consideration Shares”),
      and
      shall inform Ecolab in writing of such determination.

     

    (c) If
      Linkwell elects to pay Stock Consideration Shares for the Put Shares, the number
      of shares of Linkwell common stock forming the Stock Consideration Shares shall
      be the lesser of (a) Ten Million (10,000,000) shares of Linkwell common stock,
      or (b) such number of shares of Linkwell common stock as is determined by
      dividing (i) 3,500,000 by (ii) the average daily closing price of Linkwell
      common stock, as derived from the OTC Bulletin Board website, for the twenty
      (20) days on which Linkwell shares of common stock were traded on the OTC
      Bulletin Board prior to the date of the Put Notice.

     

    (d) The
      closing of a transaction pursuant to the Put Right (the “Put
      Closing”)
      shall
      be held on a date mutually agreed upon by Linkwell and Ecolab but in any event
      no later than 90 days following Linkwell’s receipt of the Put Notice. At the Put
      Closing, Ecolab shall deliver to Linkwell, against payment of the aggregate
      Put
      Price, stock certificates, together with stock powers duly endorsed in blank,
      or
      affidavits of lost stock certificates (together with indemnification therefor
      reasonably satisfactory to Linkwell), if applicable, evidencing the Put Shares.
      If Linkwell has elected to pay Cash Consideration for the Put Shares, at the
      Put
      Closing, Linkwell shall deliver to Ecolab the Cash Consideration by wire
      transfer of immediately available funds to such account as Ecolab may designate.
      The Put Shares shall be delivered to Linkwell at the Put Closing free and clear
      of all liens, claims, charges and encumbrances, other than the restrictions
      imposed by this Agreement and by applicable law (collectively, “Liens”),
      and
      such transfer shall be effected using documentation containing representations
      only as to Ecolab’s title, authority and capacity to sell the Put Shares. If
      Linkwell has elected to pay Stock Consideration Shares for the Put Shares,
      then
      Linkwell shall at the Put Closing deliver to Ecolab a certificate representing
      the Stock Consideration. The Stock Consideration Shares shall be delivered
      free
      and clear of all Liens.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (e) If
      Linkwell elects to pay Stock Consideration Shares for the Put Shares,
Linkwell
      shall effect the registration under the Securities Act of all of the Stock
      Consideration Shares in accordance with the terms of the Registration Rights
      Agreement. 

     

    4.2 Call
      Option.
      If
      Linkwell is subject to a Change of Control Transaction, Linkwell shall within
      five business days thereof notify Ecolab in writing of the same and Ecolab
      shall have the right (the “Call
      Right”)
      to
      require Linkwell to sell, and Linkwell shall be obligated to sell and to cause
      its Affiliates to sell, all of the equity interests then owned by Linkwell
      and
      its Affiliates in any Group Member (the “Call
      Shares”).
      Ecolab may exercise the Call Right by providing written notice (the
“Call
      Notice”)
      to
      Linkwell and the Company by no later than the date falling thirty (30) days
      after its receipt of notification of the Change of Control Transaction from
      Linkwell. The purchase price for the Call Shares shall be agreed between Ecolab
      and Linkwell, provided, that, if agreement has not been reached within thirty
      (30) days after Linkwell’s receipt of the Call Notice, either party may by
      notice to the other (the “Valuation
      Notice”)
      require a price for the Call Shares to be established by an independent
      certified public accountant (the “Valuer”)
      (acting as an expert and not as an arbitrator). The Valuer shall be agreed
      upon
      by Ecolab and Linkwell or, in default of agreement within five business days
      after receipt of the Valuation Notice, appointed by the President for the time
      being of the American Institute of Certified Public Accountants (or any person
      for the time being performing the functions of that official) on the application
      of either Ecolab or Linkwell. The Valuer shall determine the fair price of
      the
      Call Shares being sold on a going concern basis between a willing seller and
      a
      willing purchaser and on the basis that each Call Share, whatever its class,
      has
      the same value corresponding to its proportion of the value of all the Call
      Shares taken as a whole and that no additional or reduced value is attached
      to
      any holding of Call Shares by virtue only of that holding comprising or after
      purchase conferring or giving rise to a majority or minority of the total issued
      share capital of the Company. Any costs of the Valuer shall be borne by Ecolab
      and Linkwell equally. The purchase price for the Call Shares as agreed between
      Ecolab or Linkwell or, failing such agreement, determined by the Valuer shall
      hereafter be the “Call
      Purchase Price”.
      The
      closing of a transaction pursuant to the Call Right (the “Call
      Closing”)
      shall
      be held on a date mutually agreed upon by Linkwell and Ecolab but in any event
      no later than 90 days following Linkwell’s receipt of the Call Notice. At the
      Call Closing, Linkwell shall deliver, and cause its relevant Affiliates to
      deliver, to Ecolab, against payment of the Call Purchase Price, stock
      certificates, together with stock powers duly endorsed in blank, or affidavits
      of lost stock certificates (together with indemnification therefor reasonably
      satisfactory to Ecolab), if applicable, evidencing the Call Shares. At the
      Call
      Closing, Ecolab shall pay to Linkwell the Call Purchase Price by wire transfer
      of immediately available funds to such account as Linkwell may designate.
      Receipt of the Call Purchase Price into such account shall be a good and valid
      discharge of payment by Ecolab of any portion of the Call Purchase Price
      attributable to Affiliates of Linkwell. The Call Shares shall be delivered
      to
      Ecolab at the Call Closing free and clear of all Liens, and such transfer shall
      be effected using documentation containing representations only as to Linkwell’s
      and its relevant Affiliates’ title, authority and capacity to sell the Call
      Shares.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
              5.

            	
              PREEMPTIVE
                RIGHTS.

            


    

     

    5.1 Right
      of First Offer.
      The
      Company shall not issue or sell any of its equity securities, including but
      not
      limited to Common Stock or securities convertible into, or options, warrants,
      or
      other rights to purchase Common Stock (collectively, the “Future
      Shares”),
      to
      any Person without providing each Stockholder the right to subscribe for its
      Proportionate Percentage (as defined in Section
      5.5)
      of such
      Future Shares at a price and on such other terms (including the method of
      purchase) which are at least as favorable as shall be offered to such third
      party and which shall have been specified by the Company in a writing delivered
      to each Stockholder (the “Proposal”);
      provided,
      however,
      that
      each Stockholder shall have the option of purchasing Future Shares with cash,
      regardless of the method of purchase offered to such Person. The Proposal by
      its
      terms shall remain open and irrevocable for a period of twenty (20) days from
      the date it is delivered by the Company to each Stockholder (the “Future
      Shares Exercise Period”).
      The
      Proposal shall also certify that the Company has either (a) if the Company
      intends to sell the Future Shares to a specific purchaser or group of
      purchasers, received a firm offer from a prospective purchaser, who shall be
      identified in such certification or that the Company in good faith believes
      a
      binding agreement of sale is obtainable for consideration having a fair market,
      cash equivalent or present value set forth in such certification, or (b) if
      the
      Company has no specific purchaser in mind, intends in good faith to offer its
      securities at the price and on the terms set forth in such
      certification.

     

    5.2 Second
      Proposal.
      If any
      Stockholder shall subscribe for less that its Proportionate Percentage of the
      Future Shares set forth in the Proposal to it, then the Company, at the end
      of
      the Future Shares Exercise Period, shall give notice in the same manner to
      each
      Stockholder who did subscribe for its entire Proportionate Percentage of the
      Future Shares of the number of Future Shares which the Stockholders had not
      elected to purchase during the Future Shares Exercise Period (the “Remaining
      Future Shares”)
      and
      stating that such Stockholder may elect to purchase at the same price any or
      all
      of the Remaining Future Shares (the “Second
      Proposal”),
      which
      Second Proposal by its terms shall remain open and irrevocable for a period
      of
      five days from the date it is delivered by the Company to each such Stockholder
      (the “Remaining
      Future Shares Exercise Period”).
      If
      the total number of Remaining Future Shares is sufficient to satisfy the
      elections of the Stockholders who received the Second Proposal, such Remaining
      Future Shares shall be allocated to them in accordance with their elections;
      if
      not, the available Remaining Future Shares shall be allocated among such
      Stockholders according to their respective Proportionate Percentage
      (provided
      that
      such allocation shall be adjusted if necessary so that no Stockholder is
      allocated more Remaining Future Shares than it has elected to
      purchase).

     

    5.3 Notice.
      Notice
      of each Stockholder’s intention to accept, in whole or in part, the Proposal or
      the Second Proposal made pursuant to Section
      5.1
      or
5.2,
      respectively, shall be evidenced by a writing signed by such Stockholder and
      delivered to the Company prior to the end of the Future Shares Exercise Period
      or the Remaining Future Shares Exercise Period setting forth that portion of
      the
      Future Shares or the Remaining Future Shares which the Stockholder elects to
      purchase (the “Notice
      of Purchase”).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    5.4 Sale
      to Third Persons.
      In the
      event that the Stockholders elect not to purchase all (or any part) of the
      Future Shares or the Remaining Future Shares, the Company shall have ninety
      (90)
      days from the expiration of the later of the Future Shares Exercise Period
      or
      the Remaining Future Shares Exercise Period to offer and sell all or any part
      of
      such Future Shares not purchased by the Stockholders (the “Refused
      Future Shares”)
      to one
      or more other Persons, but only upon terms and conditions in all respects which
      are no more favorable to such other Persons or less favorable to the Company
      than those set forth in the Proposal and the Second Proposal, as the case may
      be; provided,
      however,
      that
      such sale shall be to the same Persons or their Affiliates identified in the
      Proposal, if so identified pursuant to Section
      5.1.
      In the
      event that the Company so sells the Refused Future Shares to such other Persons,
      the sale to each Stockholder of the Future Shares and the Remaining Future
      Shares in respect of which a Notice of Purchase was delivered to the Company
      by
      such Stockholder shall occur upon the closing of the sale to such other Persons
      of Refused Future Shares (which closing shall include full payment to the
      Company). If there are no Refused Future Shares, the sale to such Stockholder
      of
      such Future Shares shall occur within twenty (20) days after the expiration
      of
      the Future Shares Exercise Period or the Remaining Future Shares Exercise
      Period, whichever is later. If such offering or sale of Refused Future Shares
      shall be terminated, the Company shall promptly give such Stockholder written
      notice of such termination and such Stockholder may, but shall not be required
      to, purchase such Future Shares and Remaining Future Shares, in which case
      such
      purchase shall occur within thirty (30) days after the date of such termination.
      In any event, the sale to such Stockholder of such Future Shares and Remaining
      Future Shares shall be on the terms specified in the Proposal and the Second
      Proposal. Any Refused Future Shares not purchased by such other Persons within
      such 90-day period shall remain subject to this Section
      5.

     

    5.5 Proportionate
      Percentage.
      The
      term “Proportionate
      Percentage”
in
      this
Section
      5
      shall
      mean, as to any Stockholder, that percentage figure which expresses the ratio
      which (i) the number of Fully Diluted Shares then owned by such Stockholder
      bears to (ii) the aggregate number of Fully Diluted Shares held by the
      Stockholders.

     

    5.6 No
      Further Financing Obligation.
      For the
      avoidance of doubt, neither Ecolab nor any of Ecolab’s Affiliates are under any
      obligation to provide any further financing, whether in the form of loan or
      share capital or otherwise, to any Group Member, or to give any guarantee,
      security or indemnity in respect of any of the liabilities or obligations of
      any
      Group Member.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              6.

            	
              CERTAIN
                TRANSFER RIGHTS AND RESTRICTIONS; RIGHTS OF FIRST
                OFFER.

            


    

     

    No
      Stockholder shall sell, pledge, assign, grant a participation interest in,
      encumber or otherwise transfer or dispose of any Shares held by such Stockholder
      to any other Person, whether directly, indirectly, voluntarily, involuntarily,
      by operation of law, pursuant to judicial process (including, without
      limitation, divorce decree) or otherwise (collectively, a “Transfer”),
      except as permitted by this Section 6.
      Any
      attempted Transfer of Shares by a Stockholder not permitted by this Section
      6
      shall be
      null and void, and the Company shall not in any way give effect to any such
      impermissible Transfer.

     

    6.1 Transfers
      of Shares to Affiliate.
      A
      Stockholder may Transfer any or all of its Shares to an Affiliate of such
      Stockholder.

     

    6.2 Sale
      or Transfer of Linkwell Shares.
      For the
      avoidance of doubt, nothing in this Agreement shall prohibit the sale, transfer,
      pledge,
      assignment, encumbrance or other transfer or disposition by Ecolab or any of
      its
      Affiliates of any shares held from time to time by Ecolab or any of its
      Affiliates in the capital of Linkwell, whether as a result of the exercise
      of
      the Put Option or otherwise.

     

    6.3 Rights
      of First Offer on Transfers by Other Stockholders.
      Except
      as provided in Sections
      4
      and
      6.1,
      no
      Stockholder shall Transfer any Shares to any Person, unless such Stockholder
      (the “Transferring
      Holder”)
      first
      (i) gives the Company and the other Stockholders not less than thirty (30)
      days prior written notice of its intent to Transfer such Shares (the
“Offer
      Notice”),
      which
      notice shall set forth the principal terms of the proposed Transfer, including
      the number and type of Shares to be Transferred (the “Offered
      Shares”),
      the
      purchase price therefor, the identity of any proposed transferee or transferees
      (if known) and any other material term of the proposed transaction and
      (ii) offers to Transfer the Offered Shares, to the other Stockholders
      (individually an “Offeree”
and
      collectively the “Offerees”),
      on
      the terms set forth in such Offer Notice (or, in the case of a Transfer all
      or a
      portion of the consideration for which would consist of property other than
      cash, at each Offeree’s option, for cash in an amount equal to the fair market
      value of the relevant pro rata portion of the total consideration proposed
      to be
      received in respect of the Offered Shares). Each Offeree may elect to purchase,
      pro rata according to Offerees’ respective holdings of Common Stock, the Offered
      Shares at the price and on the terms specified in the Offer Notice by delivering
      written notice of such election to the Transferring Holder within fifteen (15)
      days after the delivery of the Offer Notice. Failure of an Offeree to respond
      to
      the Offer Notice within such 15-day period will be deemed to constitute
      notification to the Transferring Holder and the Company of such Offeree’s
      decision not to purchase any of the Offered Shares. In the event that all of
      the
      Offered Shares are not purchased by the Offerees as provided above, the Company
      will have the right to purchase all of the remaining Offered Shares not
      purchased by the Offerees. The Company may exercise such right as to all of
      such
      remaining Offered Shares by giving notice to the Transferring Holder no later
      than fifteen (15) days after the date of the Offer Notice. In the event that
      all
      of the Offered Shares are to be purchased by the Offerees and/or the Company,
      the Transfer of such Offered Shares will be consummated in accordance with
      the
      Offer Notice and in any event within sixty (60) days after the delivery of
      the
      Offer Notice. The Transferring Holder
      shall
      deliver to the Offerees and/or the Company (as the case may be) against payment
      of the relevant purchase price, stock certificates, together with stock powers
      duly endorsed in blank, or affidavits of lost stock certificates (together
      with
      indemnification therefor reasonably satisfactory to the Company), if applicable,
      evidencing the Offered Shares. The Offered Shares shall be delivered to the
      Offerees and/or the Company (as the case may be) free and clear of all Liens,
      and such transfer shall be effected using documentation containing
      representations only as to the Transferring Holder’s title, authority and
      capacity to sell the Offered Shares. If
      the
      Offerees and/or the Company have not elected to purchase all of the Offered
      Shares, the Transferring Holder may, subject to Section
      6.3,
      within
      ninety (90) days after the delivery of the Offer Notice, Transfer any of the
      Offered Shares not Transferred to the Offerees and/or the Company to the
      transferee or transferees specified in the Offer Notice, if any, or to an
      Affiliate thereof, at not less than the price set forth in the Offer Notice,
      and
      on other terms and conditions no more favorable to the transferees than offered
      to the Offerees in the Offer Notice. In the event the Offered Shares are not
      sold within the applicable period specified above, such Shares shall again
      become subject to the restrictions on Transfer contained in this Section 6.2.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    6.4 Right
      of Co-Sale.
      If the
      Offerees and/or the Company have not elected to purchase all of the Offered
      Shares and the remaining Offered Shares proposed to be transferred by the
      Transferring Holder represent more than 10% of the Fully Diluted
      Shares,
      then
      each Offeree who has not exercised its right of first offer under Section
      6.2
      (a
“Co-Sale
      Offeree”)
      may
      Transfer to the purchaser that number of Shares equal to (a) the total number
      of
      Shares held by such Offeree multiplied by (b) (i) the total number of Shares
      proposed to be sold by the Transferring Holder to the Purchaser divided by
      (ii)
      the total number of Shares held by the Transferring Holder. Each Co-Sale Offeree
      that wishes to participate in the sale must give written notice (a “Co-Sale
      Notice”)
      to the
      Company and the Transferring Holder within fifteen (15) days after its receipt
      of the Offer Notice. Any failure to deliver a Co-Sale Notice within such period
      will be deemed a waiver of these Co-Sale rights regarding the proposed transfer
      to the purchaser. If a Co-Sale Notice is given by any Co-Sale Offeree, such
      Co-Sale Offeree’s relevant Shares will be transferred to the purchaser at the
      same price per share and on the same terms as the Transferring Holder’s Shares
      are transferred to the purchaser. Each
      Co-Sale Offeree will deliver to the purchaser the certificates evidencing the
      Shares to be sold by such Co-Sale Offeree, duly endorsed, or with stock powers
      or other appropriate instruments duly endorsed, for transfer with signature
      guaranteed, free and clear of any Liens, against delivery of the applicable
      consideration.
      The
      consummation of the transaction will occur, and all deliveries made, at the
      same
      time, date and location as the Transferring Holder and the purchaser consummate
      the sale of the
      Offered Shares not Transferred to the Offerees and/or the Company pursuant
      to
Section
      6.2.

     

    6.5 Remedies.
      Any
      attempt by the Transferring Holder to Transfer Shares in violation of this
      Section
      6
      will be
      void and the Company agrees it will not effect a Transfer nor will it treat
      any
      alleged transferee as the holder of shares without the written consent of
      Offerees holding a majority of the Fully Diluted Shares held in aggregate by
      the
      Offerees. In the event that any Transferring Holder should sell any Shares
      in
      contravention of the right of first offer and/or co-sale rights contained in
      this Section
      6
      or the
      Purchaser refuses to acquire shares from any of the Co-Sale Offerees (a
“Prohibited
      Transfer”),
      each
      Offeree, in addition to other remedies available at law, in equity or under
      this
      Agreement, will have the right to sell to the Transferring Holder the type
      and
      number of Shares equal to the number of shares each Offeree would have been
      entitled to Transfer to the Purchaser under this Section
      6
      had the
      Prohibited Transfer been effected under and in compliance with the terms hereof.
      The Transferring Holder will upon tender of the Shares for purchase by an
      Offeree pay in cash the price per share paid by the Purchaser to the
      Transferring Holder in the Prohibited Transfer. The Transferring Holder will
      also reimburse each Offeree for any and all fees and expenses, including legal
      fees and expenses, incurred pursuant to the exercise or the attempted exercise
      of the Offeree’s under this Section 6 and enforcement of the Offeree’s rights
      hereunder.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	
              7.

            	
              “TAKE
                ALONG” RIGHTS.

            


    

     

    Subject
      to Sections 4.2,
      6.2
      and
6.3,
      each
      Stockholder (a “Participating
      Seller”)
      hereby
      agrees, if requested at any time after the fourth anniversary of Closing by
      other Stockholders holding at least two-thirds of the Fully Diluted Shares
      then
      held by all Stockholders (“the Majority
      Holders”),
      to
      Transfer for value (for purposes of this Section 7,
      a
“Sale”)
      a
      specified percentage (for purposes of this Section 7,
      the
“Sale
      Percentage”)
      of the
      Shares then owned by such Participating Seller to an Independent Third Party
      (for purposes of this Section 7,
      the
“Proposed
      Buyer”)
      in the
      manner and on the terms set forth in this Section
      7
      in
      connection with the Sale by one or more Stockholders (collectively, the
“Proposed
      Sellers”)
      of the
      Sale Percentage of the total number of Fully Diluted Shares held by the Majority
      Holders to the Proposed Buyer; provided,
      however,
      that no
      Participating Seller shall be obligated to sell Shares pursuant to this
Section 7
      unless
      at least 100% of all Fully Diluted Shares are Transferred in the
      Sale.

     

    7.1 Procedure.
      If the
      Majority Holders elect to exercise their rights under this Section
      7,
      a
      notice (the “Take
      Along Notice”)
      shall
      be furnished by the Proposed Sellers to each other holder of Shares. The Take
      Along Notice shall set forth the principal terms of the proposed Sale, including
      the number of Shares to be purchased from the Proposed Sellers, the Sale
      Percentage, the purchase price and the name and address of the Proposed Buyer.
      If the Majority Holders consummate the Sale referred to in the Take Along
      Notice, each Participating Seller shall be bound and obligated to Sell the
      Sale
      Percentage of the Shares in the Sale on the same terms and conditions with
      respect to each Share sold, as the Proposed Sellers shall sell each Share in
      the
      Sale. If at the end of 180 days following the date of the effectiveness of
      the
      Take Along Notice the Proposed Sellers have not completed the Sale, each
      Participating Seller shall be released from his obligation under the Take Along
      Notice, the Take Along Notice shall be null and void, and it shall be necessary
      to comply anew with the provisions of this Section
      7,
      unless
      the failure to complete such Sale resulted from any failure by any Participating
      Seller to comply in any material respect with the provisions of this
Section 7.

     

    7.2 Further
      Assurances.
      Each
      Participating Seller shall, whether in his capacity as a Participating Seller,
      stockholder, officer or director of the Company, or otherwise, take or cause
      to
      be taken all such actions as may be reasonably requested in order expeditiously
      to consummate a Sale pursuant to Section
      7.1.
      Each
      such Participating Seller agrees (i) to vote all Shares with respect to which
      such Participating Seller holds power to vote in favor of any proposal to
      stockholders in connection with the Sale which is approved by the holders of
      a
      majority of the outstanding shares of Common Stock entitled to vote with respect
      to such matter and (ii) to execute and deliver such agreements as may be
      necessary for the Participating Seller to be subject to the same terms and
      conditions with respect to the Sale as apply to the Proposed Sellers, including
      without limitation, an agreement by such Participating Seller to be subject
      to
      such purchase price escrow or adjustment provisions as may apply to Stockholders
      generally and to be liable in respect of any individual representations,
      warranties and indemnities to be given by selling Stockholders in the Sale
      regarding such matters as legal capacity or due organization of such
      Participating Seller, authority to participate in the Sale and ownership (free
      and clear of liens) of Shares to be sold by such Participating Seller;
provided,
      however,
      that
      the aggregate amount of such liability shall not exceed either such
      Participating Seller’s pro rata portion of any such liability, in accordance
      with such Participating Seller’s portion of the total number of Shares included
      in the Sale or the net proceeds received by such Participating Seller from
      the
      Sale, whichever is less.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    7.3 Closing.
      The
      closing of a Sale pursuant to Section
      7.1
      shall
      take place at such time and place as the Majority Holders shall specify by
      notice to each Participating Seller. At the closing of any Sale under this
      Section
      7,
      each
      Participating Seller shall deliver the certificates evidencing the Shares to
      be
      sold by such Participating Seller, duly endorsed, or with stock powers or other
      appropriate instruments duly endorsed, for transfer with signature guaranteed,
      free and clear of any Liens, against delivery of the applicable
      consideration.

     

    
      	
              8.

            	
              RIGHT
                OF FIRST OFFER ON A BUSINESS SALE

            


    

     

    The
      Company shall not, and shall cause its Subsidiaries not to, and
      Linkwell agrees to take such steps as are necessary to ensure that neither
      the
      Company nor any Subsidiary does, effect
      any sale, lease, assignment, transfer or other conveyance (other than the grant
      of a mortgage or security interest in connection with permitted indebtedness
      for
      borrowed money) of the issued share capital of, or of all or substantially
      all,
      of the properties or assets of, the Company or any of its Subsidiaries, whether
      by consolidation, merger or otherwise (in each case, a “Business
      Sale”),
      unless
      the Company or the relevant Subsidiary (the “Business
      Seller”)
      first
      (i) gives Ecolab not less than sixty (60) days prior written notice of its
      intent to effect the Business Sale (the “Business
      Sale Notice”),
      which
      notice shall set forth the principal terms of the proposed Business Sale,
      including the purchase price therefor, the identity of any proposed transferee
      or transferees (if known) and any other material term of the proposed
      transaction and (ii) offers to sell to Ecolab the relevant shares or assets
      proposed to form part of the Business Sale (the “Relevant
      Assets”),
      on
      the terms set forth in the Business Sale Notice (or, in the case of a proposed
      sale all or a portion of the consideration for which would consist of property
      other than cash, at Ecolab’s option, for cash in an amount equal to the fair
      market value of such non-cash consideration). Ecolab may elect to purchase,
      or
      to cause one of its Affiliates to purchase, the Relevant Assets at the price
      and
      on the terms specified in the Business Sale Notice by delivering written notice
      of such election to the Company within thirty (30) days after the delivery
      of
      the Business Sale Notice. Failure of Ecolab to respond to the Business Sale
      Notice within such 30-day period will be deemed to constitute notification
      of
      Ecolab’s decision not to purchase, or to cause one of its Affiliates to
      purchase, the Relevant Assets. In the event that Ecolab elects to purchase,
      or
      to cause one of its Affiliates to purchase, the Relevant Assets, the purchase
      and sale thereof shall be effected using customary documentation in a form
      reasonably satisfactory to Ecolab and shall be consummated in accordance with
      the Business Sale Notice and in any event within ninety (90) days after the
      delivery of the Business Sale Notice (which 90-day period shall be extended
      by
      the number of days which elapse between the filing for and receipt of an
      necessary regulatory approvals prior to consummation). The Business
      Seller
      shall
      deliver to Ecolab or its designated Affiliate, against payment of the relevant
      purchase price, title to and possession of the Relevant Assets (and if the
      Relevant Assets are equity securities, stock certificates, together with stock
      powers duly endorsed in blank), free and clear of all Liens. If
      Ecolab
      has not elected to purchase, or to cause one of its Affiliates to purchase,
      the
      Relevant Assets, the Business Seller may, within one hundred and twenty (120)
      days after the delivery of the Business Sale Notice, sell all of the Relevant
      Assets to the transferee or transferees specified in the Business Sale Notice,
      if any, or to an Affiliate thereof, at not less than the price set forth in
      the
      Business Sale Notice, and on other terms and conditions no more favorable to
      the
      transferees than offered to Ecolab in the Business Sale Notice. In the event
      the
      Relevant Assets are not sold to a third Person within the 120-day period
      specified above, such Relevant Assets shall again become subject to the
      restrictions on sale or transfer contained in this Section 8.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	
              9.

            	
              REMEDIES.

            


    

     

    The
      Company and the Stockholders shall have all remedies available at law, in equity
      or otherwise in the event of any breach or violation of this Agreement or any
      default hereunder by the Company or any holder of Shares. The parties
      acknowledge and agree that in the event of any breach of this Agreement, in
      addition to any other remedies which may be available, each of the parties
      hereto shall be entitled to specific performance of the obligations of the
      other
      parties hereto and, in addition, to such other equitable remedies (including,
      without limitation, preliminary or temporary relief) as may be appropriate
      in
      the circumstances.

     

    
      	
              10.

            	
              NON-COMPETE
                COVENANT.

            


    

     

    During
      the period commencing on the Closing and ending on the termination of this
      Agreement in accordance with its terms, Linkwell will not, and will cause its
      Affiliates not to:

     

    (a) anywhere
      in the world, directly or indirectly, whether as a principal, agent, employee
      or
      otherwise, or alone or in association with any Person, own, share in the
      earnings of, invest in the stock, bonds or other securities of, manage, operate,
      control, participate in the ownership, management, operation, or control of,
      finance (whether as a lender, investor or otherwise), guaranty the obligations
      of, be employed by, associated with, or otherwise aid or assist in any manner
      any Person that is engaged in or competitive with the business of any Group
      Member (including without limitation the marketing, sale, manufacture and
      distribution of C&S products to acute care customers in the People’s
      Republic of China) (a “Competing
      Activity”).
      Linkwell will not be in violation of this Section
      10(a)
      solely
      by reason of investing in stock, bonds or other securities of any Person engaged
      in a Competing Activity (but without otherwise participating in such business),
      if (i)
      such
      stock, bonds or other securities are listed on any national securities exchange
      or have been registered under Section 12(g) of the Securities Exchange Act
      of
      1934 and (ii)
      such
      investment does not exceed, in the case of any class of the capital stock of
      any
      one issuer, 1% of the issued and outstanding shares of such capital stock,
      or,
      in the case of bonds or other securities, 1% of the aggregate principal amount
      thereof issued and outstanding;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (b) except
      if
      the Parties expressly agree in writing, directly
      or indirectly (i) solicit the business of any Person who is a customer of any
      Group Member, (ii) cause, induce or attempt to cause or induce any customer,
      supplier, independent contractor, licensee, licensor, or franchisee or other
      business relation of any Group Member to cease or reduce the extent of its
      business relationship with such Group Member or to deal with any competitor
      of
      such Group Member or (iii) in any way interfere with the relationship between
      any Group Member and any of its customers, suppliers, licensees, licensors,
      franchisees or other business relations.

     

    
      	
              11.

            	
              LEGENDS.

            


    

     

    Each
      certificate representing Shares shall have the following legend endorsed
      conspicuously thereupon:

     

    “The
      securities represented by this certificate were issued in a private placement,
      without registration under the Securities Act of 1933, as amended (the “Act”),
      and may not be sold, assigned, pledged or otherwise transferred in the absence
      of an effective registration under the Act covering the transfer or an opinion
      of counsel, satisfactory to the issuer, that registration under the Act is
      not
      required. The shares of stock represented by this certificate are subject to
      restrictions on voting and transfer and requirements of sale set forth in the
      Stockholders Agreement dated as of __, 2007, as amended and in effect from
      time
      to time. The Company will furnish a copy of such agreement to the holder of
      this
      certificate without charge upon written request. By accepting any interest
      in
      the shares of stock, the person accepting the interest agrees to and will be
      bound by all the provisions of such Stockholders Agreement.”

     

    The
      Company agrees that it will cause the certificates evidencing the Shares issued
      after the date hereof to bear the legend required by this Section
      11.

     

    
      	
              12.

            	
              TERMINATION.

            


    

     

    This
      Agreement shall terminate as to all parties upon the execution of a written
      instrument or termination by the Company and all of the Stockholders at that
      time. In addition, this Agreement shall terminate with respect to a Stockholder
      when such Stockholder no longer owns any Shares. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	
              13.

            	
              MISCELLANEOUS.

            


    

     

    13.1 Additional
      Parties.
      Notwithstanding anything to the contrary in this Agreement, no issuance or
      Transfer of any Shares to any Person who is not a party to this Agreement shall
      be effective until such Person has duly executed and delivered to the Company
      a
      written acknowledgement and agreement in form and substance reasonably
      satisfactory to the Company that the Shares to be issued or transferred to
      such
      Person are subject to all the provisions of this Agreement and that such
      Affiliate is bound hereby and a party hereto to the same extent as, and is
      for
      purposes of this Agreement a, Stockholder. The Company shall not issue, and
      shall not permit the transfer of, any Shares on its books or issue a new
      certificate representing any such Shares unless and until such Person shall
      have
      complied with the terms of this Section
      13.1.

     

    13.2 Authority;
      Effect.
      Each
      party hereto represents and warrants to and agrees with each other party that
      the execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized on behalf of such
      party and do not violate any agreement or other instrument applicable to such
      party or by which its assets are bound. This Agreement does not, and shall
      not
      be construed to, give rise to the creation of a partnership among any of the
      parties hereto, or to constitute any of such parties members of a joint venture
      or other association.

     

    13.3 Notices.
      All
      notices and other communications under this Agreement must be in writing and
      are
      deemed duly delivered when (a) delivered if delivered personally or by
      nationally recognized overnight courier service (costs prepaid), (b) sent by
      facsimile with confirmation of transmission by the transmitting equipment (or,
      the first business day following such transmission if the date of transmission
      is not a business day) or (c) received or rejected by the addressee, if sent
      by
      certified mail, return receipt requested; in each case to the following
      addresses or facsimile numbers and marked to the attention of the individual
      (by
      name or title) designated below (or to such other address, facsimile number
      or
      individual as a party may designate by notice to the other
      parties):

     

    If
      to the
      Company:

     

    Linkwell
      Tech Group, Inc. 

    476
      Hutai
      Branch Road

    Baoshan
      District

    Sanghai,
      China 200436

    Fax:
      (8621) 66501425

    Attn:
      Secretary 

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    If
      to
      Linkwell:

     

    Linkwell
      Corporation 

    476
      Hutai
      Branch Road

    Baoshan
      District

    Sanghai,
      China 200436

    Fax:
      (8621) 66501425

    Attn:
      Secretary

     

    with
      a
      copy (which will not constitute notice) to:

     

    Burns
      & Levinson LLP

    125
      Summer St. 

    Boston,
      MA  02110

    Fax:
      (617) 345-3299

    Attn:
      Stephen D. Brook

    


    If
      to
      Ecolab:

     

    Ecolab
      Inc., 

    Ecolab
      Center, 

    370
      Wabasha Street North, 

    St.
      Paul,
      MN 55102-1390

    Fax:
      (651) 293-2573

    Attention:
      General Counsel

    


    with
      a
      copy (which will not constitute notice) to:

    


    Baker
      & McKenzie LLP

    One
      Prudential Plaza, Suite 3500

    Chicago,
      Illinois, 60601

    Fax:
      312
      861 2899

    Attention:
      Edward J. West


    


    13.4 Amendment.
      This
      Agreement may not be amended, supplemented or otherwise modified except in
      a
      written document signed by each party to be bound by the amendment and that
      identifies itself as an amendment to this Agreement.

     

    13.5 Waivers
      and Remedies.
      The
      parties may (a) extend the time for performance of any of the obligations or
      other acts of any other party to this Agreement, (b) waive any inaccuracies
      in
      the representations and warranties of any other party to this Agreement
      contained in this Agreement or in any certificate, instrument or document
      delivered pursuant to this Agreement or (c) waive compliance with any of the
      covenants, agreements or conditions for the benefit of such party contained
      in
      this Agreement. Any such extension or waiver by any party to this Agreement
      will
      be valid only if set forth in a written document signed on behalf of the party
      or parties against whom the waiver or extension is to be effective. No extension
      or waiver will apply to any time for performance, inaccuracy in any
      representation or warranty, or noncompliance with any covenant, agreement or
      condition, as the case may be, other than that which is specified in the written
      extension or waiver. No failure or delay by any party in exercising any right
      or
      remedy under this Agreement or any of the documents delivered pursuant to this
      Agreement, and no course of dealing between the parties, operates as a waiver
      of
      such right or remedy, and no single or partial exercise of any such right or
      remedy precludes any other or further exercise of such right or remedy or the
      exercise of any other right or remedy. Any enumeration of a party’s rights and
      remedies in this Agreement is not intended to be exclusive, and a party’s rights
      and remedies are intended to be cumulative to the extent permitted by law and
      include any rights and remedies authorized in law or in equity.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    13.6 Entire
      Agreement.
      This
      Agreement (together with the Stock Purchase Agreement and any documents and
      instruments referred to therein that are to be delivered at the Closing)
      constitutes the entire agreement among the parties and supersedes any prior
      understandings, agreements or representations by or among the parties, or any
      of
      them, written or oral, with respect to the subject matter of this
      Agreement.

     

    13.7 Assignment
      and Successors.
      This
      Agreement binds and benefits the parties and their respective successors and
      permitted assigns. Nothing expressed or referred to in this Agreement will
      be
      construed to give any Person, other than the parties to this Agreement, any
      legal or equitable right, remedy or claim under or with respect to this
      Agreement or any provision of this Agreement except such rights as may inure
      to
      a successor or permitted assignee under this Section.
      The
      rights and obligations of the Stockholders hereunder are not assignable without
      the prior written consent of the other Stockholders. The rights and obligations
      of the Company hereunder may not be assigned under any circumstances. Any
      purported assignment in contravention of the foregoing shall be void and of
      no
      effect.

     

    13.8 Severability.
      If any
      provision of this Agreement is held invalid, illegal or unenforceable, the
      validity, legality and enforceability of the remaining provisions of this
      Agreement are not affected or impaired in any way and the parties agree to
      negotiate in good faith to replace such invalid, illegal and unenforceable
      provision with a valid, legal and enforceable provision that achieves, to the
      greatest lawful extent under this Agreement, the economic, business and other
      purposes of such invalid, illegal or unenforceable provision.

     

    13.9 Interpretation.
      The
      language used in this Agreement is the language chosen by the parties to express
      their mutual intent, and no provision of this Agreement will be interpreted
      for
      or against any party because that party or its attorney drafted the
      provision.

     

    13.10 Governing
      Law.
      The
      internal laws of the State of Delaware (without giving effect to any choice
      or
      conflict of law provision or rule that would cause the application of laws
      of
      any other jurisdiction) govern all matters arising out of or relating to this
      Agreement and all of the transactions it contemplates, including its validity,
      interpretation, construction, performance and enforcement and any disputes
      or
      controversies arising therefrom.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    13.11 Specific
      Performance.
      The
      parties agree that irreparable damage would occur in the event that any of
      the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. The parties accordingly agree that,
      in addition to any other remedy to which they are entitled at law or in equity,
      the parties are entitled to injunctive relief to prevent breaches of this
      Agreement and otherwise to enforce specifically the provisions of this
      Agreement. Each party expressly waives any requirement that any other party
      obtain any bond or provide any indemnity in connection with any action seeking
      injunctive relief or specific enforcement of the provisions of this
      Agreement.

     

    13.12 Jurisdiction
      and Service of Process.
      Any
      action or proceeding arising out of or relating to this Agreement or the
      transactions contemplated by this Agreement must be brought in the courts of
      the
      State of Minnesota, County of Ramsey, or, if it has or can acquire jurisdiction,
      in the United States District Court for the District of Minnesota. Each of
      the
      parties knowingly, voluntarily and irrevocably submits to the exclusive
      jurisdiction of each such court in any such action or proceeding and waives
      any
      objection it may now or hereafter have to venue or to convenience of forum.
      Any
      party to this Agreement may make service on another party by sending or
      delivering a copy of the process to the party to be served at the address and
      in
      the manner provided for the giving of notices in Section
      13.3.
      Nothing
      in this Section
      13.12,
      however, affects the right of any party to serve legal process in any other
      manner permitted by law.

     

    13.13 Waiver
      of Jury Trial.
      Each
      of the parties knowingly, voluntarily and irrevocably waives, to the fullest
      extent permitted by law, all right to trial by jury in any action, proceeding
      or
      counterclaim (whether based on contract, tort or otherwise) arising out of
      or
      relating to this Agreement or the transactions contemplated by this Agreement
      or
      the actions of any party to this Agreement in negotiation, administration,
      performance or enforcement of this Agreement.

     

    13.14 Counterparts.
      The
      parties may execute this Agreement in multiple counterparts, each of which
      constitutes an original as against the party that signed it, and all of which
      together constitute one agreement. This Agreement is effective upon delivery
      of
      one executed counterpart from each party to the other parties. The signatures
      of
      all parties need not appear on the same counterpart. The delivery of signed
      counterparts by facsimile or email transmission that includes a copy of the
      sending party’s signature is as effective as signing and delivering the
      counterpart in person.

     

    [The
      remainder of this page has been intentionally left blank.]


    
      
         

      

      
        23

        
          

        

      

       

    

     

    The
      parties have executed and delivered this Agreement as of the date indicated
      in
      the first sentence of this Agreement. 

     

    
      	 	
              Ecolab
                Inc.

              By:    
                Phillip
                J.
                Mason                             

              Name:
                Phillip J. Mason

              Title:
                President, International Sector 

            
	 	 
	 	
              Linkwell
                Tech Group, Inc.

              By:    
                /s/ Xuelian Bian                             
                

              Name:
                Xuelian Bian

              Title:
                Chairman and CEO 

            
	 	 
	 	
              Linkwell
                Corporation

              By:    
                /s/ Xuelian
                Bian                             
                

              Name:
                Xuelian Bian

              Title:
                Chairman and CEO

            


    

    


    Signature
      Page to Stockholders Agreement

     

    
      
        
        

      

      
        24