Unassociated Document


    

      Exhibit
        10.3

       

      YUHE
        INTERNATIONAL, INC.

       

      (incorporated
        in Nevada with limited liability)

       

      June
        13,
        2008

       

      Dear
        Mr.
        Peter Li,

       

      Re.:
        Independent directorship

       

      We
        are
        writing to confirm your appointment as an independent director of Yuhe
        International, Inc. (the “Company”),
        which
        is listed on the OTCBB under yuii.ob. You are also appointed as Chairman
        of the
        Audit Committee and a member of the Nominating Committee and the Compensation
        Committee.

       

      Following
        your acceptance, your appointment will be effective as of June 13, 2008.
        You are
        entitled to an annual director’s fee of US$ 30,000,
        or its RMB equivalent, as applicable, less payroll deductions and all required
        withholdings, if any. Your annual fee will be payable quarterly. You are
        recommended to seek professional advice on whether the amount of any
        remuneration payable to you as director of the Company is subject to US or
        Nevada tax and if so, to include the details of such remuneration in your
        tax
        returns.

       

      You
        will
        be granted an option to purchase 77,717 shares of Common Stock. Your grant
        date
        will be June 13, 2008. This option will have a per-share exercise price equal
        to
        $3.708, 120% of the private placement price on March 12, 2008, with the fair
        market value being calculated with reference to the last private placement
        price
        of our stock. Subject to your continued service with the Company through
        the
        vesting period, the option will vest in equal installments on each of the
        first
        three anniversaries of the grant date, so that if you are still serving on
        our
        Board on the third anniversary of the grant date you will be fully vested
        in the
        option by that date. The option will expire on the fifth anniversary of the
        grant date (or earlier if your service with us terminates prior to that date).
        In addition, the option will be subject to the terms and conditions of our
        standard form of stock option agreement.

       

      You
        hereby agree to maintain the confidentiality of the confidential information
        and
        trade secrets of the Company, including but not limited to, any confidential
        information and statistics, business plans, operations, technologies, know-how,
        systems and/or the proposed sale, purchase and use of services and products
        furnished in oral, visual, written and/or other tangible form and not to
        disclose such information to any third party without the prior consent of
        the
        Company. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Please
        confirm your acceptance of the appointment as an independent director of
        the
        Company by signing, dating and returning to us the attached copy of this
        letter.

       

      Yours
        faithfully

      


       

      For
        and
        on behalf of

      Yuhe
        International, Inc.

       

       

      /s/
        Gao
        Zhentao                               
   

      Gao
        Zhentao

      Chairman
        of the Board

       

      I
        hereby
        confirm my acceptance to act as an independent director of the Company upon
        the
        terms contained in this letter.

      


       

      /s/
        Peter
        Li                                        
    

      Peter
        Li

       

      Date:
        June 13, 2008

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      YUHE
        INTERNATIONAL, INC.

       

      (incorporated
        in Nevada with limited liability)

       

      June
        13,
        2008

       

      Dear
        Mr.
        Liu Yaojun,

       

      Re.:
        Independent directorship

       

      We
        are
        writing to confirm your appointment as an independent director of Yuhe
        International, Inc. (the “Company”),
        which
        is listed on the OTCBB under yuii.ob. You are also appointed as Chairman
        of the
        Compensation Committee and a member of the Audit Committee and the Nominating
        Committee.

       

      Following
        your acceptance, your appointment will be effective as of June 13, 2008.
        You are
        entitled to an annual director’s fee of US$ 30,000,
        or its RMB equivalent, as applicable, less payroll deductions and all required
        withholdings, if any. Your annual fee will be payable quarterly. You are
        recommended to seek professional advice on whether the amount of any
        remuneration payable to you as director of the Company is subject to US or
        Nevada tax and if so, to include the details of such remuneration in your
        tax
        returns.

       

      You
        will
        be granted an option to purchase 77,717 shares of Common Stock. Your grant
        date
        will be June 13, 2008. This option will have a per-share exercise price equal
        to
        $3.708, 120% of the private placement price on March 12, 2008, with the fair
        market value being calculated with reference to the last private placement
        price
        of our stock. Subject to your continued service with the Company through
        the
        vesting period, the option will vest in equal installments on each of the
        first
        three anniversaries of the grant date, so that if you are still serving on
        our
        Board on the third anniversary of the grant date you will be fully vested
        in the
        option by that date. The option will expire on the fifth anniversary of the
        grant date (or earlier if your service with us terminates prior to that date).
        In addition, the option will be subject to the terms and conditions of our
        standard form of stock option agreement.

       

      You
        hereby agree to maintain the confidentiality of the confidential information
        and
        trade secrets of the Company, including but not limited to, any confidential
        information and statistics, business plans, operations, technologies, know-how,
        systems and/or the proposed sale, purchase and use of services and products
        furnished in oral, visual, written and/or other tangible form and not to
        disclose such information to any third party without the prior consent of
        the
        Company. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Please
        confirm your acceptance of the appointment as an independent director of
        the
        Company by signing, dating and returning to us the attached copy of this
        letter.

       

      Yours
        faithfully

      


       

      For
        and
        on behalf of

      Yuhe
        International, Inc.

      


       

      /s/
        Gao
        Zhentao                         
  

      Gao
        Zhentao

      Chairman
        of the Board

      


       

      I
        hereby
        confirm my acceptance to act as an independent director of the Company upon
        the
        terms contained in this letter.

      


       

      /s/
        Liu
        Yaojun                              
  

      Liu
        Yaojun

       

      Date:
        June 13, 2008

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      YUHE
        INTERNATIONAL, INC.

       

      (incorporated
        in Nevada with limited liability)

       

      June
        13,
        2008

       

      Dear
        Mr.
        Greg Huett,

       

      Re.:
        Independent directorship

       

      We
        are
        writing to confirm your appointment as an independent director of Yuhe
        International, Inc. (the “Company”),
        which
        is listed on the OTCBB under yuii.ob. You are also appointed as Chairman
        of the
        Nominating Committee and a member of Audit Committee and Compensation
        Committee.

       

      Following
        your acceptance, your appointment will be effective as of June 13, 2008.
        You are
        entitled to an annual director’s fee of US$ 50,000,
        less payroll deductions and all required withholdings, if any. Your annual
        fee
        will be payable quarterly. You are recommended to seek professional advice
        on
        whether the amount of any remuneration payable to you as director of the
        Company
        is subject to US or Nevada tax and if so, to include the details of such
        remuneration in your tax returns.

       

      You
        will
        be granted an option to purchase 77,717 shares of Common Stock. Your grant
        date
        will be June 13, 2008. This option will have a per-share exercise price equal
        to
        $3.708, 120% of the private placement price on March 12, 2008, with the fair
        market value being calculated with reference to the last private placement
        price
        of our stock. Subject to your continued service with the Company through
        the
        vesting period, the option will vest in equal installments on each of the
        first
        three anniversaries of the grant date, so that if you are still serving on
        our
        Board on the third anniversary of the grant date you will be fully vested
        in the
        option by that date. The option will expire on the fifth anniversary of the
        grant date (or earlier if your service with us terminates prior to that date).
        In addition, the option will be subject to the terms and conditions of our
        standard form of stock option agreement.

       

      You
        hereby agree to maintain the confidentiality of the confidential information
        and
        trade secrets of the Company, including but not limited to, any confidential
        information and statistics, business plans, operations, technologies, know-how,
        systems and/or the proposed sale, purchase and use of services and products
        furnished in oral, visual, written and/or other tangible form and not to
        disclose such information to any third party without the prior consent of
        the
        Company. 

       

      Please
        confirm your acceptance of the appointment as an independent director of
        the
        Company by signing, dating and returning to us the attached copy of this
        letter.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Yours
        faithfully

      


       

      For
        and
        on behalf of

      Yuhe
        International, Inc.

      


       

      /s/
        Gao
        Zhentao                             
  

      Gao
        Zhentao

      Chairman
        of the Board

      


       

      I
        hereby
        confirm my acceptance to act as an independent director of the Company upon
        the
        terms contained in this letter.

      


       

      /s/
        Greg
        Huett                                   
  

      Greg
        Huett

       

      Date:
        June 13, 2008

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      YUHE
        INTERNATIONAL, INC.

       

      (incorporated
        in Nevada with limited liability)

       

      June
        13,
        2008

       

      Dear
        Mr.
        Han Chengxiang,

       

      Re.:
        Directorship

       

      We
        are
        writing to confirm your appointment as a director of Yuhe International,
        Inc.
        (the “Company”),
        which
        is listed on the OTCBB under yuii.ob. You are also appointed as a member
        of the
        Nominating Committee of the Company.

       

      Following
        your acceptance, your appointment will be effective as of June 13, 2008.
        You are
        not entitled to any director’s fee and you will not be granted any option to
        purchase shares of Common Stock. 

       

      You
        hereby agree to maintain the confidentiality of the confidential information
        and
        trade secrets of the Company, including but not limited to, any confidential
        information and statistics, business plans, operations, technologies, know-how,
        systems and/or the proposed sale, purchase and use of services and products
        furnished in oral, visual, written and/or other tangible form and not to
        disclose such information to any third party without the prior consent of
        the
        Company. 

       

      Please
        confirm your acceptance of the appointment as a director of the Company by
        signing, dating and returning to us the attached copy of this
        letter.

       

      Yours
        faithfully

      


       

      For
        and
        on behalf of

      Yuhe
        International, Inc.

      


       

      /s/
        Gao
        Zhentao                               
  

      Gao
        Zhentao

      Chairman
        of the Board

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      I
        hereby
        confirm my acceptance to act as a director of the Company upon the terms
        contained in this letter.

       

      


       

      /s/
        Han
        Chengxiang                      
  

      Han
        Chengxiang

       

      Date:
        June 13, 2008