Exhibit
        10.2

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      REGISTRATION
        RIGHTS AGREEMENT
        (this
“Agreement”),
        dated
        as of May 30, 2008, by and among by and among Ecolab Inc., a Delaware
        corporation (the "Investor")
        and
        Linkwell Corporation, a Florida corporation, ("Linkwell").

       

      PRELIMINARY
        STATEMENT

       

      A. In
        connection with the Stock Purchase Agreement dated February 15, 2008 (the
        “Stock
        Purchase Agreement”)
        by and
        among the parties hereto and Linkwell Tech Group, Inc., a Florida corporation
        (“Linkwell
        Tech”),
        Linkwell Tech has agreed, upon the terms and subject to the conditions of
        the
        Stock Purchase Agreement, to issue and sell to the Investor shares of Linkwell
        Tech’s common stock.

       

      B. On
        or
        about the date hereof, the Investor, Linkwell and Linkwell Tech have entered
        into a Stockholders Agreement (the “Stockholders
        Agreement”)
        pursuant to which, in certain circumstances, the Investor could require Linkwell
        to purchase the Investor’s shares of common stock in Linkwell Tech and Linkwell
        could satisfy the purchase price therefor by the issuance of shares of common
        stock in the capital of Linkwell. 

       

      C. Linkwell
        has agreed to provide certain registration rights under the Securities Act
        of
        1933, as amended, and the rules and regulations thereunder, or any similar
        successor statute (collectively, the “Securities
        Act”),
        and
        applicable state securities laws.

       

      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants contained herein and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, Linkwell and the Investor hereby agree as
        follows:

       

      
        	
                1.

              	
                DEFINITIONS.

              


      

       

      (a) Capitalized
        terms used but not defined in this Agreement shall have the meaning given
        to
        them in the Stockholders Agreement. 

       

      (b) As
        used
        in this Agreement, the following terms shall have the following
        meanings:

       

      “Common
        Stock”
means
        shares of common stock in the capital of Linkwell.

      


      “Delay
        Payment Rate”
means
        (i) during the first two weeks of a Damages Accrual Period, an amount per
        week
        (or portion thereof) per share of Common Stock equal to 0.5% of the Fair
        Market
        Value of such share, (ii) during the next two weeks of a Damages Accrual
        Period,
        an amount per week (or portion thereof) per share of Common Stock equal to
        1% of
        the Fair Market Value of such share, and (iii) during the remainder of a
        Damages
        Accrual Period, an amount per week (or portion thereof) per share of Common
        Stock equal to 2% of the Fair Market Value of such share. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “Fair
        Market Value”
of
        a
        share of Common Stock during any particular week means the average of the
        closing sale price regular way on each day during such week or, if no such
        sale
        takes place on a day within such week, the average of the reported closing
        bid
        and asked prices, regular way, on each day during such week, in each case
        on the
        NASDAQ National Market (“NASDAQ”)
        or, if
        the Common Stock is not listed or admitted to trading on the NASDAQ, on the
        principal national security exchange or quotation system on which the Common
        Stock is quoted or listed or admitted to trading, or, if not quoted or listed
        or
        admitted to trading on any national securities exchange or quotation system,
        the
        average of the closing bid and asked prices of the Common Stock on the
        over-the-counter market on each day during such week, in each case as reported
        by the National Quotation Bureau Incorporated, or a similar generally accepted
        reporting service. The Fair Market Value shall be calculated, as appropriate,
        by
        making proportionate adjustments necessary to reflect any stock split, stock
        combination or stock dividend or similar stock distribution made during the
        applicable period.

      


      “Person”
means
        a
        corporation, a limited liability company, an association, a partnership,
        an
        organization, a business, an individual, a governmental or political subdivision
        thereof or a governmental agency.

      


      “Register,”
        “registered,”
and
        “registration”
refer
        to a registration effected by preparing and filing one or more Registration
        Statements (as defined below) in compliance with the Securities Act and pursuant
        to Rule 415 under the Securities Act or any successor rule providing for
        offering securities on a continuous or delayed basis (“Rule
        415”),
        and
        the declaration or ordering of effectiveness of such Registration Statement(s)
        by the United States Securities and Exchange Commission (the “SEC”).

      


      “Registrable
        Securities”
means
        the Stock Consideration Shares.

      


      “Registration
        Delay”
means
        the occurrence of any of (i) a Registration Statement covering all the
        Registrable Securities is not filed with the SEC on or before the Filing
        Deadline or is not declared effective by the SEC on or before the Effectiveness
        Deadline, (ii) a Registration Statement in connection with a Demand Registration
        covering all of the Registrable Securities required to be covered thereby
        is not
        filed with the SEC on or before the deadline described in the last sentence
        of
        Section 2(a) or is not declared effective by the SEC on or before the deadline
        described in the last sentence of Section 2(a), (iii) on any day during the
        Registration Period (other than during an Allowable Grace Period, as defined
        in
        Section 3(g)), any Registrable Security required to be included in such
        Registration Statement cannot be sold pursuant to such Registration Statement
        as
        a matter of law or because Linkwell has failed to perform its obligations
        under
        this Agreement within the applicable time period required for such performance
        (including, without limitation, because of a failure to keep such Registration
        Statement effective, to disclose such information as is necessary for sales
        to
        be made pursuant to such Registration Statement or to register a sufficient
        number of shares of Common Stock), or (iv) a Grace Period (as defined in
        Section
        3(g)) exceeds the length of an Allowable Grace Period.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      “Registration
        Statement”
means
        a
        registration statement or registration statements of Linkwell filed under
        the
        Securities Act covering the Registrable Securities.

      


      
        	
                2.

              	
                REGISTRATION.

              


      

       

      (a) Mandatory
        Registration.
        If
        Linkwell elects to pay Stock Consideration Shares for the Put Shares, Linkwell
        shall prepare, and, as soon as practicable, but in no event later than seventy
        five (75) days after the date of its receipt of the Put Notice (the
“Filing
        Deadline”),
        file
        with the SEC a Registration Statement or Registration Statements (as necessary)
        on Form S-3 covering the resale of all of the Registrable Securities. In
        the
        event that Form S-3 is unavailable for such a registration, Linkwell shall
        use
        such other form as is available for such a registration, subject to the
        provisions of Section 2(d). Linkwell shall use its best efforts to cause
        such Registration Statement to be declared effective by the SEC as soon as
        possible, but in no event later than one hundred fifty (150) days after the
        date
        of its receipt of the Put Notice (the “Effectiveness
        Deadline”).
        If for
        any reason prior to the expiration of the Registration Period (as hereinafter
        defined), the Registration Statement required to be filed pursuant to this
        Section 2(a) ceases to be effective or fails to cover all of the Registrable
        Securities, the Investor may on one (1) occasion subsequently demand
        registration pursuant to the terms of and within the time frames set forth
        in
        this Section 2(a) by providing written demand registration notice to Linkwell
        (a
“Demand
        Registration”).
        The
        Filing Deadline and Effectiveness Deadline with respect to any Demand
        Registration will be those dates which are sixty (60) days and one hundred
        thirty-five (135) days after the date that the Demand Registration notice
        is
        delivered to Linkwell. 

       

      (b) Piggy-Back
        Registrations.
        If at
        any time prior to the expiration of the Registration Period (as hereinafter
        defined), the number of shares of Common Stock available for sale under a
        Registration Statement is insufficient (as that term is used in Section 2(f))
        to
        cover all of the Registrable Securities and Linkwell proposes to file with
        the
        SEC a Registration Statement relating to an offering for its own account
        or the
        account of others under the Securities Act of any of its securities (other
        than
        on Form S-4, Form S-8 or Form S-1 (or their equivalents at such time)
        relating to securities to be issued solely in connection with any acquisition
        of
        any entity or business or to equity securities issuable in connection with
        stock
        option or other employee benefit plans approved by the board of directors
        of
        Linkwell) Linkwell shall promptly send to the Investor written notice of
        Linkwell’s intention to file a Registration Statement and of the Investor’s
        rights under this Section 2(b) and, if within twenty (20) days after receipt
        of
        such notice, the Investor shall so request in writing, Linkwell shall include
        in
        such Registration Statement all or any part of the Registrable Securities
        the
        Investor requests to be registered, subject to the priorities set forth in
        this
        Section 2(b) below. No right to registration of Registrable Securities under
        this Section 2(b) shall be construed to limit any registration required under
        Section 2(a). If an offering in connection with which the Investor is entitled
        to registration under this Section 2(b) is an underwritten offering, then
        if the
        Investor’s Registrable Securities are included in such Registration Statement
        the Investor shall, unless otherwise agreed by Linkwell, offer and sell such
        Registrable Securities in an underwritten offering using the same underwriter
        or
        underwriters and, subject to the provisions of this Agreement, on the same
        terms
        and conditions as other shares of Common Stock included in such underwritten
        offering. If a registration pursuant to this Section 2(b) is to be an
        underwritten public offering and the managing underwriter(s) advise Linkwell
        in
        writing, that in their reasonable good faith opinion, marketing or other
        factors
        dictate that a limitation on the number of shares of Common Stock which may
        be
        included in the Registration Statement is necessary to facilitate and not
        adversely affect the proposed offering, then Linkwell shall include in such
        registration: (1) first, all securities Linkwell proposes to sell for its
        own
        account and (2) second, up to the full number of securities proposed to be
        registered for the account of the Investor entitled to registration under
        this
        Section 2(b).

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (c) Legal
        Counsel.
        Subject
        to Section 5 of this Agreement, the Investor shall have the right to select
        one
        legal counsel to review and comment upon any registration pursuant to this
        Agreement (“Legal
        Counsel”).
        Linkwell shall reasonably cooperate with Legal Counsel in performing Linkwell’s
        obligations under this Agreement.

       

      (d) Ineligibility
        for Form S-3.
        In the
        event that Form S-3 is not available for any registration of Registrable
        Securities hereunder, Linkwell shall (i) register the sale of the Registrable
        Securities on another appropriate form reasonably acceptable to the Investor
        and
        (ii) undertake to register the Registrable Securities on Form S-3 as soon
        as
        such form is available, provided that Linkwell shall maintain the effectiveness
        of the Registration Statement then in effect until such time as a Registration
        Statement on Form S-3 covering the Registrable Securities has been declared
        effective by the SEC.

       

      (e) Sufficient
        Number of Shares Registered.
        In the
        event the number of shares available under a Registration Statement filed
        pursuant to Section 2(a) is insufficient to cover all of the Registrable
        Securities which such Registration Statement is required to cover, Linkwell
        shall amend the Registration Statement, or file a new Registration Statement
        (on
        the short form available therefor, if applicable), or both, so as to cover
        the
        Registrable Securities as soon as practicable, but in any event not later
        than
        fifteen (15) days after the necessity therefor arises. Linkwell shall use
        its
        best efforts to cause such amendment and/or new Registration Statement to
        become
        effective as soon as practicable following the filing thereof.

       

      (f) Failure
        to File, Obtain and Maintain Effectiveness of Registration
        Statement.
        If a
        Registration Delay occurs Linkwell shall pay to the Investor (the “Registration
        Delay Payments”),
        as
        liquidated damages and not as a penalty, and calculated for each share of
        Common
        Stock then outstanding that is a Registrable Security, an accruing amount
        per
        each such share equal to the Delay Payment Rate for each week (or portion
        thereof) during the Damages Accrual Period. The Registration Delay Payments
        shall accrue from the first day of the applicable Registration Delay through
        the
        date it is cured (the “Damages
        Accrual Period”),
        and
        shall be payable in cash to the record holders of the Registrable Securities
        entitled thereto on the last business day of each calendar month. The parties
        agree that the sole monetary damages payable for a violation of the terms
        of
        Section 2(a) shall be such liquidated damages (unless such liquidated damages
        are disallowed, reduced or not permitted by applicable law). Nothing shall
        preclude the Investor from pursuing or obtaining specific performance or
        other
        equitable relief with respect to this Agreement in accordance with applicable
        law. The parties hereto agree that the liquidated damages provided for in
        this
        Section 2(f) constitute a reasonable estimate of the damages that may be
        incurred by the Investor by reason of the failure of the Registration Statement
        to be filed or declared effective or available for effecting resales of
        Registrable Securities in accordance with the provisions hereof.

       

      
        	
                3.

              	
                RELATED
                  OBLIGATIONS.

              


      

       

      At
        such
        time as Linkwell is obligated to file a Registration Statement with the SEC
        pursuant to Section 2(a) or 2(e), Linkwell will use its best efforts to effect
        the registration of the Registrable Securities in accordance with the intended
        method of disposition thereof and, pursuant thereto, Linkwell shall have
        the
        following obligations:

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (a) Linkwell
        shall promptly prepare and file with the SEC a Registration Statement with
        respect to the Registrable Securities (but in no event later than the Filing
        Deadline) and use its best efforts to cause such Registration Statement relating
        to the Registrable Securities to become effective as soon as practicable
        after
        such filing (but in no event later than the applicable Effectiveness Deadline).
        Linkwell shall keep each Registration Statement effective pursuant to Rule
        415
        at all times until the earlier of (i) the date as of which the Investor may
        sell
        all of the Registrable Securities covered by such Registration Statement
        without
        restriction pursuant to Rule 144(k) promulgated under the Securities Act
        (or
        successor thereto) or (ii) the date on which the Investor shall have sold
        all
        the Registrable Securities covered by such Registration Statement (the
“Registration
        Period”),
        which
        Registration Statement (including any amendments or supplements thereto and
        prospectuses contained therein) shall not contain any untrue statement of
        a
        material fact or omit to state a material fact required to be stated therein,
        or
        necessary to make the statements therein, in light of the circumstances in
        which
        they were made, not misleading. The term “best efforts” as used in the first
        sentence of this Section 3(a) shall mean, among other things, that Linkwell
        shall submit to the SEC, within two (2) business days after Linkwell learns
        that
        no review of a particular Registration Statement will be made by the staff
        of
        the SEC or that the staff has no further comments on the Registration Statement,
        as the case may be, a request for acceleration of effectiveness of such
        Registration Statement to a time and date not later than two (2) business
        days
        after the submission of such request.

       

      (b) Linkwell
        shall prepare and file with the SEC such amendments (including post-effective
        amendments) and supplements to a Registration Statement and the prospectus
        used
        in connection with such Registration Statement, which prospectus is to be
        filed
        pursuant to Rule 424 promulgated under the Securities Act, as may be necessary
        to keep such Registration Statement effective at all times during the
        Registration Period, and, during such period, comply with the provisions
        of the
        Securities Act with respect to the disposition of all Registrable Securities
        of
        Linkwell covered by such Registration Statement until such time as all of
        such
        Registrable Securities shall have been disposed of in accordance with the
        intended methods of disposition by the seller or sellers thereof as set forth
        in
        such Registration Statement. In the case of amendments and supplements to
        a
        Registration Statement which are required to be filed pursuant to this Agreement
        (including pursuant to this Section 3(b)) by reason of Linkwell filing a
        report
        on Form 10-K, Form 10-Q or Form 8-K or any analogous report under the Securities
        Exchange Act of 1934, as amended (the “Exchange
        Act”),
        Linkwell shall have incorporated such report by reference into the Registration
        Statement, if applicable, or shall file such amendments or supplements with
        the
        SEC on the same day on which the Exchange Act report is filed which created
        the
        requirement for Linkwell to amend or supplement the Registration
        Statement.

       

      (c) Linkwell
        shall (a) permit Legal Counsel to review and comment upon those sections
        of (i)
        the Registration Statement which are applicable to the Investor at least
        five
        (5) business days prior to its filing with the SEC and (ii) all other
        Registration Statements and all amendments and supplements to all Registration
        Statements which are applicable to the Investor (except for Proxy Statements,
        Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
        on Form 8-K and any similar or successor reports) within a reasonable number
        of
        days prior to the their filing with the SEC and (b) not file any document
        in a
        form to which Legal Counsel reasonably objects. Linkwell shall not submit
        a
        request for acceleration of the effectiveness of a Registration Statement
        or any
        amendment or supplement thereto without the prior approval of Legal Counsel,
        which consent shall not be unreasonably withheld. Linkwell shall furnish
        to
        Legal Counsel, without charge, (i) any correspondence from the SEC or the
        staff
        of the SEC to Linkwell or its representatives relating to any Registration
        Statement, provided the Investor and Legal Counsel keep such correspondence
        confidential, (ii) promptly after the same is prepared and filed with the
        SEC,
        one copy of any Registration Statement and any amendment(s) thereto, including
        financial statements and schedules and all exhibits and (iii) upon the
        effectiveness of any Registration Statement, one copy of the prospectus included
        in such Registration Statement and all amendments and supplements thereto.
        Linkwell shall reasonably cooperate with Legal Counsel in performing Linkwell’s
        obligations pursuant to this Section 3.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      (d) Linkwell
        shall furnish to the Investor, without charge, (i) promptly after the same
        is
        prepared and filed with the SEC, at least one copy of the Registration Statement
        and any amendment(s) thereto, including financial statements and schedules,
        and
        all exhibits and each preliminary prospectus, (ii) upon the effectiveness
        of any
        Registration Statement, ten (10) copies of the prospectus included in such
        Registration Statement and all amendments and supplements thereto and (iii)
        such
        other documents, including copies of any preliminary or final prospectus,
        as the
        Investor may reasonably request from time to time in order to facilitate
        the
        disposition of the Registrable Securities.

       

      (e) Linkwell
        shall use its best efforts to (i) register and qualify the Registrable
        Securities covered by a Registration Statement under all other securities
        or
“blue sky” laws of such jurisdictions in the United States, (ii) prepare and
        file in those jurisdictions, such amendments (including post-effective
        amendments) and supplements to such registrations and qualifications as may
        be
        necessary to maintain the effectiveness thereof during the Registration Period,
        (iii) take such other actions as may be necessary to maintain such registrations
        and qualifications in effect at all times during the Registration Period,
        and
        (iv) take all other actions reasonably necessary or advisable to qualify
        the
        Registrable Securities for sale in such jurisdictions; provided, however,
        that
        Linkwell shall not be required in connection therewith or as a condition
        thereto
        to (w) make any change in Linkwell’s Certificate of Incorporation or by-laws
        that Linkwell’s board of directors determines in good faith to be contrary to
        the best interests of Linkwell and its shareholders, (x) qualify to do business
        in any jurisdiction where it would not otherwise be required to qualify but
        for
        this Section 3(e), (y) subject itself to general taxation in any such
        jurisdiction, or (z) file a general consent to service of process in any
        such
        jurisdiction. Linkwell shall promptly notify Legal Counsel and the Investor
        of
        the receipt by Linkwell of any notification with respect to the suspension
        of
        the registration or qualification of any of the Registrable Securities for
        sale
        under the securities or “blue sky” laws of any jurisdiction in the United States
        or its receipt of actual notice of the initiation or threat of any proceeding
        for such purpose.

       

      (f) As
        promptly as practicable after becoming aware of such event or development,
        Linkwell shall notify Legal Counsel and the Investor in writing of the happening
        of any event as a result of which the prospectus included in a Registration
        Statement, as then in effect, includes an untrue statement of a material
        fact or
        omission to state a material fact required to be stated therein or necessary
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading, and promptly prepare a supplement or amendment to such
        Registration Statement to correct such untrue statement or omission, and
        deliver
        ten (10) copies of such supplement or amendment to Legal Counsel and the
        Investor. Linkwell shall also promptly notify Legal Counsel and the Investor
        in
        writing (i) when a prospectus or any prospectus supplement or post-effective
        amendment has been filed, and when a Registration Statement or any
        post-effective amendment has become effective (notification of such
        effectiveness shall be delivered to Legal Counsel and the Investor by facsimile
        on the same day of such effectiveness), (ii) of any request by the SEC for
        amendments or supplements to a Registration Statement or related prospectus
        or
        related information, and (iii) of Linkwell’s reasonable determination that a
        post-effective amendment to a Registration Statement would be
        appropriate.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      (g) Linkwell
        shall use its best efforts to prevent the issuance of any stop order or other
        suspension of effectiveness of a Registration Statement, or the suspension
        of
        the qualification of any of the Registrable Securities for sale in any
        jurisdiction and, if such an order or suspension is issued, to obtain the
        withdrawal of such order or suspension at the earliest possible moment and
        to
        notify Legal Counsel and the Investor of the issuance of such order and the
        resolution thereof or its receipt of actual notice of the initiation or threat
        of any proceeding for such purpose.

       

      (h) At
        the
        reasonable request of the Investor and at the Investor’s expense, Linkwell shall
        use its best efforts to furnish to the Investor, on the date of the
        effectiveness of the Registration Statement and thereafter from time to time
        on
        such dates as the Investor may reasonably request (i) a letter, dated such
        date,
        from Linkwell’s independent certified public accountants in form and substance
        as is customarily given by independent certified public accountants to
        underwriters in an underwritten public offering, and (ii) an opinion, dated
        as
        of such date, of counsel representing Linkwell for purposes of such Registration
        Statement, in form, scope and substance as is customarily given in an
        underwritten public offering, addressed to the Investor.

       

      (i) Linkwell
        shall make available for inspection by (i) the Investor, (ii) Legal Counsel
        and
        (iii) one firm of accountants or other agents retained by the Investor
        (collectively, the “Inspectors”)
        all
        pertinent financial and other records, and pertinent corporate documents
        and
        properties of Linkwell (collectively, the “Records”),
        which
        are requested for any purpose reasonably related to the Investor’s rights and/or
        Linkwell’s obligations under this Agreement, and cause Linkwell’s officers,
        directors and employees to supply all information which any Inspector may
        reasonably request; provided, however, that each Inspector which is not a
        party
        hereto shall agree in writing prior to obtaining access to any Records, and
        the
        Investor hereby agrees, to hold in strict confidence and shall not make any
        disclosure or use of any Record or other information which Linkwell determines
        in good faith to be confidential, and of which determination the Inspectors
        are
        so notified, unless (a) the disclosure of such Records is necessary to avoid
        or
        correct a misstatement or omission in any Registration Statement or is otherwise
        required under the Securities Act, (b) the release of such Records is ordered
        pursuant to a final, non-appealable subpoena or order from a court or government
        body of competent jurisdiction, or (c) the information in such Records has
        been
        made generally available to the public other than by disclosure in violation
        of
        this or any other agreement of which the Inspector has knowledge. Linkwell
        shall
        not be required to disclose any confidential information in such Records
        to any
        Inspector until and unless such Inspector shall have entered into
        confidentiality agreements with Linkwell with respect thereto, substantially
        in
        the form of this Section 3(i). The Investor agrees that it shall, if permitted
        by applicable law, upon learning that disclosure of such Records is sought
        in or
        by a court or governmental body of competent jurisdiction or through other
        means, give prompt notice to Linkwell prior to making any such disclosure
        and
        allow Linkwell, at its expense, to undertake appropriate action to prevent
        disclosure of, or to obtain a protective order for, the Records deemed
        confidential.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      (j) Linkwell
        shall hold in confidence and not make any disclosure of information concerning
        the Investor provided to Linkwell unless (i) disclosure of such information
        is
        necessary to comply with federal or state securities laws, (ii) the disclosure
        of such information is necessary to avoid or correct a misstatement or omission
        in any Registration Statement, (iii) the release of such information is ordered
        pursuant to a subpoena or other final, non-appealable order from a court
        or
        governmental body of competent jurisdiction, (iv) such information has been
        made
        generally available to the public other than by disclosure in violation of
        this
        Agreement or any other agreement, or (v) the Investor consents to the form
        and
        content of any such disclosure. Linkwell agrees that it shall, if permitted
        by
        applicable law, upon learning that disclosure of such information concerning
        the
        Investor is sought in or by a court or governmental body of competent
        jurisdiction or through other means, give prompt written notice to the Investor
        prior to making any such disclosure and allow the Investor, at the Investor’s
        expense, to undertake appropriate action to prevent disclosure of, or to
        obtain
        a protective order for, such information.

       

      (k) Linkwell
        shall use its best efforts either to (i) cause all the Registrable Securities
        covered by a Registration Statement to be listed on each securities exchange
        on
        which securities of the same class or series issued by Linkwell are then
        listed,
        if any, if the listing of such Registrable Securities is then permitted under
        the rules of such exchange, or (ii) secure designation and quotation of all
        the
        Registrable Securities covered by the Registration Statement on The NASDAQ
        Stock
        Market. Linkwell shall pay all fees and expenses in connection with satisfying
        its obligation under this Section 3(k).

       

      (l) Linkwell
        shall facilitate the timely preparation and delivery of certificates (not
        bearing any restrictive legend) representing the Registrable Securities to
        be
        offered pursuant to a Registration Statement and enable such certificates
        to be
        in such denominations or amounts, as the case may be, as the Investor may
        reasonably request and registered in such names as the Investor may
        request.

       

      (m) Linkwell
        shall provide a transfer agent and registrar of all such Registrable Securities
        not later than the effective date of such Registration Statement.

       

      (n) If
        requested by the Investor, Linkwell shall (i) as soon as practicable incorporate
        in a prospectus supplement or post-effective amendment, as necessary, such
        information as the Investor requests to be included therein relating to the
        Investor and the sale and distribution of Registrable Securities, including,
        without limitation, information with respect to the number of Registrable
        Securities being offered or sold, the purchase price being paid therefor
        and any
        other terms of the offering of the Registrable Securities to be sold in such
        offering; and (ii) as soon as practicable make all required filings of such
        prospectus supplement or post-effective amendment after being notified of
        the
        matters to be incorporated in such prospectus supplement or post-effective
        amendment.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      (o) Linkwell
        shall use its best efforts to cause the Registrable Securities covered by
        the
        applicable Registration Statement to be registered with or approved by such
        other governmental agencies or authorities as may be necessary to consummate
        the
        disposition of such Registrable Securities within the United
        States.

       

      (p) Linkwell
        shall otherwise use its best efforts to comply with all applicable rules
        and
        regulations of the SEC in connection with any registration
        hereunder.

       

      (q) Within
        two (2) business days after a Registration Statement which covers applicable
        Registrable Securities is ordered effective by the SEC, Linkwell shall deliver,
        and shall cause legal counsel for Linkwell to deliver, to the transfer agent
        for
        such Registrable Securities (with copies to the Investor) confirmation that
        such
        Registration Statement has been declared effective by the SEC. 

       

      (r) Notwithstanding
        anything to the contrary in this Section 3, at any time after the applicable
        Registration Statement has been declared effective by the SEC, Linkwell may
        delay the disclosure of material non-public information concerning Linkwell
        the
        disclosure of which at the time is not, in the good faith opinion of the
        Board
        of Directors of Linkwell and its counsel, in the best interest of Linkwell
        and,
        in the opinion of counsel to Linkwell, otherwise required (a “Grace
        Period”);
        provided, that Linkwell shall promptly (i) notify the Investor in writing
        of the
        existence of material non-public information giving rise to a Grace Period
        (provided that in each notice Linkwell will not disclose the content of such
        material non-public information to the Investor) and the date on which the
        Grace
        Period will begin, and (ii) notify the Investor in writing of the date on
        which
        the Grace Period ends; and, provided further, that no Grace Periods shall
        exceed
        thirty (30) consecutive days and during any consecutive three hundred sixty-five
        (365) day period, such Grace Periods shall not exceed an aggregate of sixty
        (60)
        days (an “Allowable
        Grace Period”).
        For
        purposes of determining the length of a Grace Period above, the Grace Period
        shall begin on and include the date the holders receive the notice referred
        to
        in clause (i) and shall end on and include the later of the date the holders
        receive the notice referred to in clause (ii) and the date referred to in
        such
        notice. The provisions of Section 3(g) hereof shall not be applicable during
        the
        period of any Allowable Grace Period. Upon expiration of the Grace Period,
        Linkwell shall again be bound by the first sentence of Section 3(f) with
        respect
        to the information giving rise thereto unless such material non-public
        information is no longer applicable.

       

      
        	
                4.

              	
                OBLIGATIONS
                  OF THE INVESTOR.

              


      

       

      (a) At
        least
        seven (7) days prior to the first anticipated filing date of a Registration
        Statement, Linkwell shall notify the Investor in writing of the information
        Linkwell requires from the Investor. It shall be a condition precedent to
        the
        obligations of Linkwell to complete the registration pursuant to this Agreement
        that the Investor shall furnish to Linkwell such information regarding itself
        and the intended method of disposition of the Registrable Securities as shall
        be
        reasonably required to effect the registration of such Registrable Securities
        and shall execute such documents in connection with such registration as
        Linkwell may reasonably request. If the Investor does not provide Linkwell
        with
        the information it has requested pursuant to this Section 4(a) within seven
        (7) days of being notified by Linkwell of its necessity, then the Filing
        Deadline and Effectiveness Deadline shall each be extended by (i) if the
        information is provided prior to the anticipated filing date, the period
        equal
        to the number of days (after such seventh (7th)
        day)
        until the Investor provided the requested information, and (ii) if the
        information is provided after the anticipated filing date, the period that
        is
        equal to the longer of (A) the period equal to the number of days (after
        such
        seventh (7th)
        day)
        until the Investor provided the requested information , and (B) 15
        days.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      (b) The
        Investor agrees to cooperate with Linkwell as reasonably requested by Linkwell
        in connection with the preparation and filing of any Registration Statement
        hereunder.

       

      (c) The
        Investor agrees that, upon receipt of any notice from Linkwell of the happening
        of any event of the kind described in Section 3(g) or the first sentence
        of
        3(f), the Investor will immediately discontinue disposition of Registrable
        Securities pursuant to any Registration Statement(s) covering such Registrable
        Securities until the Investor’s receipt of the copies of the supplemented or
        amended prospectus contemplated by Section 3(g) or the first sentence of
        3(f) or
        receipt of notice that no supplement or amendment is required. Notwithstanding
        anything to the contrary, Linkwell shall cause its transfer agent to deliver
        unlegended shares of Common Stock to a transferee of the Investor in accordance
        with the terms of the Stock Purchase Agreement in connection with any sale
        of
        Registrable Securities with respect to which the Investor has entered into
        a
        contract for sale prior to the Investor’s receipt of a notice from Linkwell of
        the happening of any event of the kind described in Section 3(g) or the first
        sentence of Section 3(f) and for which the Investor has not yet
        settled.

       

      (d) As
        promptly as practicable after becoming aware of such event, the Investor
        shall
        notify Linkwell in writing of the happening of any event as a result of which
        the information provided in writing by the Investor to Linkwell expressly
        for
        use in the Prospectus included in a Registration Statement, as then in effect,
        includes an untrue statement of a material fact or omission to state a material
        fact required to be stated therein or necessary to make the statements therein,
        in light of the circumstances under which they were made, not
        misleading.

       

      
        	
                5.

              	
                EXPENSES
                  OF REGISTRATION.

              


      

       

      All
        expenses incurred in connection with registrations, filings or qualifications
        pursuant to Sections 2 and 3 of this Agreement, including, without limitation,
        all registration, listing and qualifications fees, printers and accounting
        fees,
        transfer agent fees and fees and disbursements of counsel for Linkwell, but
        excluding underwriting discounts and commissions, shall be paid by Linkwell.
        Linkwell shall also reimburse the Investor for the reasonable and documented
        fees and disbursements of Legal Counsel in connection with registration,
        filing
        or qualification pursuant to Sections 2 and 3 of this Agreement. Linkwell
        shall
        pay all of the Investor’s reasonable costs (including fees and disbursements of
        Legal Counsel) incurred in connection with the successful enforcement of
        the
        Investor’s rights under this Agreement. Notwithstanding the foregoing, each
        seller of Registrable Securities shall pay all fees and disbursements of
        all
        counsel (other than the Legal Counsel) retained by such seller and all selling
        expenses, including, without limitation, all underwriting discounts, selling
        commissions, transfer taxes and other similar expenses, to the extent required
        by applicable law.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      
        	
                6.

              	
                INDEMNIFICATION.

              


      

       

      In
        the
        event any Registrable Securities are included in a Registration Statement
        under
        this Agreement:

       

      (a) To
        the
        fullest extent permitted by law, Linkwell will, and hereby does, indemnify,
        hold
        harmless and defend the Investor, the directors, officers, partners, employees,
        agents, representatives of, and each Person, if any, who controls the Investor
        within the meaning of the Securities Act or the Exchange Act (each, an
“Investor
        Indemnified Person”),
        against any losses, claims, damages, liabilities, judgments, fines, penalties,
        charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
        expenses, joint or several, (collectively, “Claims”)
        incurred in investigating, preparing or defending any action, claim, suit,
        inquiry, proceeding, investigation or appeal taken from the foregoing by
        or
        before any court or governmental, administrative or other regulatory agency,
        body or the SEC, whether pending or threatened, whether or not an indemnified
        party is or may be a party thereto (“Indemnified
        Damages”),
        to
        which any of them may become subject insofar as such Claims (or actions or
        proceedings, whether commenced or threatened, in respect thereof) arise out
        of
        or are based upon: (i) any untrue statement or alleged untrue statement of
        a
        material fact in a Registration Statement or any post-effective amendment
        thereto or in any filing made in connection with the qualification of the
        offering under the securities or other “blue sky” laws of any jurisdiction in
        which Registrable Securities are offered (“Blue
        Sky Filing”),
        or
        the omission or alleged omission to state a material fact required to be
        stated
        therein or necessary to make the statements therein not misleading, (ii)
        any
        untrue statement or alleged untrue statement of a material fact contained
        in any
        preliminary prospectus if used prior to the effective date of such Registration
        Statement, or contained in the final prospectus (as amended or supplemented,
        if
        Linkwell files any amendment thereof or supplement thereto with the SEC)
        or the
        omission or alleged omission to state therein any material fact necessary
        to
        make the statements made therein, in light of the circumstances under which
        the
        statements therein were made, not misleading or (iii) any violation or alleged
        violation by Linkwell of the Securities Act, the Exchange Act, any other
        law,
        including, without limitation, any state securities law, or any rule or
        regulation thereunder relating to the offer or sale of the Registrable
        Securities pursuant to a Registration Statement (the matters in the foregoing
        clauses (i) through (iii) being, collectively, “Violations”).
        Subject to Section 6(c), Linkwell shall reimburse the Investor and each such
        controlling person, promptly as such expenses are incurred and are due and
        payable, for any legal fees or disbursements or other reasonable expenses
        incurred by them in connection with investigating or defending any such Claim.
        Notwithstanding anything to the contrary contained herein, the indemnification
        agreement contained in this Section 6(a): (i) shall not apply to a Claim
        by an
        Investor Indemnified Person arising out of or based upon a Violation which
        occurs in reliance upon and in conformity with information furnished in writing
        to Linkwell by such Investor Indemnified Person expressly for use in connection
        with the preparation of the Registration Statement or any such amendment
        thereof
        or supplement thereto, if such prospectus was timely made available by Linkwell
        pursuant to Section 3(d); (ii) shall not be available to the extent such
        Claim
        is based on a failure of the Investor to deliver or to cause to be delivered
        the
        prospectus made available by Linkwell, if such prospectus was timely made
        available by Linkwell pursuant to Section 3(d); and (iii) shall not apply
        to
        amounts paid in settlement of any Claim, if such settlement is effected without
        the prior written consent of Linkwell, which consent shall not be unreasonably
        withheld. Such indemnity shall remain in full force and effect regardless
        of any
        investigation made by or on behalf of the Investor Indemnified Person and
        shall
        survive the transfer of the Registrable Securities by the Investor pursuant
        to
        Section 9.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      (b) In
        connection with any Registration Statement, the Investor agrees to indemnify,
        hold harmless and defend, to the same extent and in the same manner as is
        set
        forth in Section 6(a), Linkwell, each of its directors, each of its officers
        who
        signs the Registration Statement, each of Linkwell’s agents or representatives,
        and each Person, if any, who controls Linkwell within the meaning of the
        Securities Act or the Exchange Act (each an “Company
        Indemnified Party”),
        against any Claim or Indemnified Damages to which any of them may become
        subject, under the Securities Act, the Exchange Act or otherwise, insofar
        as
        such Claim or Indemnified Damages arise out of or are based upon any Violation,
        in each case to the extent, and only to the extent, that such Violation occurs
        in reliance upon and in conformity with written information furnished to
        Linkwell by the Investor specifically for use in connection with such
        Registration Statement; and, subject to Section 6(d), the Investor will
        reimburse any legal or other expenses reasonably incurred by them in connection
        with investigating or defending any such Claim; provided, however, that the
        indemnity agreement contained in this Section 6(b) and the agreement with
        respect to contribution contained in Section 7 shall not apply to amounts
        paid
        in settlement of any Claim if such settlement is effected without the prior
        written consent of the Investor, which consent shall not be unreasonably
        withheld; provided, further, however, that the Investor shall be liable under
        this Section 6(b) for only that amount of a Claim or Indemnified Damages
        as does
        not exceed the net proceeds to the Investor as a result of the sale of
        Registrable Securities pursuant to such Registration Statement. Such indemnity
        shall remain in full force and effect regardless of any investigation made
        by or
        on behalf of such Company Indemnified Party and shall survive the transfer
        of
        the Registrable Securities by the Investor pursuant to Section 9.
        Notwithstanding anything to the contrary contained herein, the indemnification
        agreement contained in this Section 6(b) with respect to any prospectus shall
        not inure to the benefit of any Company Indemnified Party if the untrue
        statement or omission of material fact contained in the prospectus was corrected
        on a timely basis in the prospectus, as then amended or
        supplemented.

       

      (c) Promptly
        after receipt by an Investor Indemnified Person or Company Indemnified Party
        under this Section 6 of notice of the commencement of any action or proceeding
        (including any governmental action or proceeding) involving a Claim, such
        Investor Indemnified Person or Company Indemnified Party shall, if a Claim
        in
        respect thereof is to be made against any indemnifying party under this Section
        6, deliver to the indemnifying party a written notice of the commencement
        thereof, and the indemnifying party shall have the right to participate in,
        and,
        to the extent the indemnifying party so desires, jointly with any other
        indemnifying party similarly noticed, to assume control of the defense thereof
        with counsel mutually satisfactory to the indemnifying party and the Investor
        Indemnified Person or Linkwell Indemnified Party, as the case may be; provided,
        however, that an Investor Indemnified Person or Company Indemnified Party
        shall
        have the right to retain its own counsel with the fees and expenses of not
        more
        than one counsel for such Investor Indemnified Person or Company Indemnified
        Party to be paid by the indemnifying party, if, in the reasonable opinion
        of
        counsel retained by the indemnifying party, the representation by such counsel
        of the Investor Indemnified Person or Company Indemnified Party and the
        indemnifying party would be inappropriate due to actual or potential conflicting
        interests between such Investor Indemnified Person or Company Indemnified
        Party
        and any other party represented by such counsel in such proceeding. In the
        case
        of an Investor Indemnified Person, legal counsel referred to in the immediately
        preceding sentence shall be selected by the Investor. Linkwell Indemnified
        Party
        or Investor Indemnified Person shall cooperate with the indemnifying party
        in
        connection with any negotiation or defense of any such action or claim by
        the
        indemnifying party and shall furnish to the indemnifying party all information
        reasonably available to Linkwell Indemnified Party or Investor Indemnified
        Person which relates to such action or claim. The indemnifying party shall
        keep
        Linkwell Indemnified Party or Investor Indemnified Person apprised as to
        the
        status of the defense or any settlement negotiations with respect thereto.
        No
        indemnifying party shall be liable for any settlement of any action, claim
        or
        proceeding effected without its prior written consent, which consent shall
        not
        be unreasonably withheld. No indemnifying party shall, without the prior
        written
        consent of Linkwell Indemnified Party or Investor Indemnified Person, consent
        to
        entry of any judgment or enter into any settlement or other compromise which
        does not include as an unconditional term thereof the giving by the claimant
        or
        plaintiff to such Company Indemnified Party or Investor Indemnified Person
        of a
        release from all liability in respect of such claim or litigation. The failure
        to deliver written notice to the indemnifying party within a reasonable time
        of
        the commencement of any such action shall not relieve such indemnifying party
        of
        any liability to the Investor Indemnified Person or Company Indemnified Party
        under this Section 6, except to the extent that the indemnifying party is
        prejudiced in its ability to defend such action.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      (d) The
        indemnification required by this Section 6 shall be made by periodic payments
        of
        the amount thereof during the course of the investigation or defense, as
        and
        when bills are received or Indemnified Damages are incurred.

       

      (e) The
        indemnity agreements contained herein shall be in addition to (i) any cause
        of
        action or similar right of Linkwell Indemnified Party or Investor Indemnified
        Person against the indemnifying party or others, and (ii) any liabilities
        the
        indemnifying party may be subject to pursuant to the law.

       

      
        	
                7.

              	
                CONTRIBUTION.

              


      

       

      To
        the
        extent any indemnification by an indemnifying party is prohibited or limited
        by
        law, the indemnifying party agrees to make the maximum contribution with
        respect
        to any amounts for which it would otherwise be liable under Section 6 to
        the
        fullest extent permitted by law; provided, however, that: (i) no Person guilty
        of fraudulent misrepresentation (within the meaning of Section 11(f) of the
        Securities Act) shall be entitled to contribution from any Person who was
        not
        guilty of fraudulent misrepresentation; and (ii) contribution by any seller
        of
        Registrable Securities shall be limited in amount to the net amount of proceeds
        received by such seller from the sale of such Registrable Securities pursuant
        to
        such Registration Statement.

       

      
        	
                8.

              	
                REPORTS
                  UNDER THE EXCHANGE ACT.

              


      

       

      With
        a
        view to making available to the Investor the benefits of Rule 144 promulgated
        under the Securities Act or any other similar rule or regulation of the SEC
        that
        may at any time permit the Investor to sell securities of Linkwell to the
        public
        without registration (“Rule
        144”),
        Linkwell agrees to:

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      (a) make
        and
        keep public information available, as those terms are understood and defined
        in
        Rule 144;

       

      (b) file
        with
        the SEC in a timely manner all reports and other documents required of Linkwell
        under the Securities Act and the Exchange Act so long as Linkwell remains
        subject to such requirements (it being understood that nothing herein shall
        limit Linkwell’s obligations under the Stock Purchase Agreement) and the filing
        of such reports and other documents is required for the applicable provisions
        of
        Rule 144; and

       

      (c) furnish
        to the Investor, promptly upon request, (i) a written statement by Linkwell
        that
        it has complied with the reporting requirements of Rule 144, the Securities
        Act
        and the Exchange Act and (ii) such other information as may be reasonably
        requested to permit the Investor to sell such securities pursuant to Rule
        144
        without registration.

       

      
        	
                9.

              	
                ASSIGNMENT
                  OF REGISTRATION RIGHTS.

              


      

       

      The
        rights under this Agreement shall be automatically assignable by the Investor
        to
        any transferee of all or any portion of Registrable Securities if: (i) the
        Investor agrees in writing with the transferee or assignee to assign such
        rights, and a copy of such agreement is furnished to Linkwell within a
        reasonable time after such assignment; (ii) Linkwell is, within a reasonable
        time after such transfer or assignment, furnished with written notice of
        (a) the
        name and address of such transferee or assignee, and (b) the securities with
        respect to which such registration rights are being transferred or assigned;
        and
        (iii) the transferee or assignee agrees in writing with Linkwell to be bound
        by
        all of the provisions contained herein. No transferee of registration rights
        under this Agreement shall be entitled to include any Registrable Securities
        on
        a Registration Statement unless it previously has provided Linkwell the written
        notice referred to in clause (ii) of the preceding sentence.

       

      
        	
                10.

              	
                AMENDMENT
                  OF REGISTRATION RIGHTS.

              


      

       

      Provisions
        of this Agreement may be amended and the observance thereof may be waived
        (either generally or in a particular instance and either retroactively or
        prospectively), only with the written consent of Linkwell and the Investor.
        

       

      
        	
                11.

              	
                MISCELLANEOUS.

              


      

       

      (a) 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):

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      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

      


      


      (b) 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.

       

      (c) 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.

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

      (d) Entire
        Agreement.
        This
        Agreement (together with the Stock Purchase Agreement, the Stockholders
        Agreement and any documents and instruments referred to therein) 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.

       

      (e) 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 a party hereunder are not assignable without the
        prior
        written consent of the other party. Any purported assignment in contravention
        of
        the foregoing shall be void and of no effect.

       

      (f) 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.

       

      (g) 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.

       

      (h) 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.

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      (i) 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.

       

      (j) 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 11(a). Nothing in
        this
        Section 11(j), however, affects the right of any party to serve legal process
        in
        any other manner permitted by law.

       

      (k) 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.

       

      (l) 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.

       

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        remainder of this page has been intentionally left blank.]


      
        
           

        

        
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      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
                  Corporation

                By:   
                  /s/ Xuelian Bian                                
                  

                Name:
                  Xuelian Bian

                Title:
                  Chairman and CEO

              


      

      


      Signature
        Page to Registration Rights Agreement

       

      
        
           

        

        
          18