merger.htm


    
      Exhibit 10-a 


       

      


       

      


       

       

       

      


       

      


       

      MERGER AGREEMENT

       

      


       

      


       

      by and among

       

      


       

      Standard Commerce, Inc.,

       

      


       

      Jianye Acquisition Corp.

       

      


       

      and

       

      


       

      


       

      American Jianye Ethanol Company,
Inc.

       

      


       

      


       

      


       

      


       

      Dated as of November 12,
2007

       

      



       

      


       

      MERGER AGREEMENT

       

      


       

      


       

      Merger Agreement (the “Agreement”) dated as of
November 12, 2007 by and among Standard Commerce, Inc., a corporation formed
under the laws of the State of Delaware (“STCC”), Jianye Acquisition Corp., a
corporation newly formed under the laws of the State of Delaware and a wholly
owned subsidiary of STCC (the “Merger Sub”), and American
Jianye Ethanol Company, Inc.,
a corporation formed under the laws of the State of Delaware (“American Jianye”).  Each
of STCC, the Merger Sub, and American Jianye is referred to herein individually
as a “Party” and all are
referred to collectively as the “Parties.”

       

      


       

      PREAMBLE

       

      


       

      WHEREAS, American Jianye owns
100% of the registered capital of Zhao Dong Jianye Fuel Co., Ltd., a corporation
organized under the laws of The People’s Republic of China (“Zhao Dong Jianye”); 

       

      


       

      WHEREAS, STCC and American
Jianye have determined that a business combination between them is advisable and
in the best interests of their respective companies and stockholders and
presents an opportunity for their respective companies to achieve long-term
strategic and financial benefits;

       

      


       

      WHEREAS, STCC has proposed to
acquire American Jianye pursuant to a merger transaction whereby, pursuant to
the terms and subject to the conditions of this Agreement, American Jianye shall
become a wholly owned subsidiary of STCC through the merger of American Jianye
with and into the Merger Sub (the “Merger”); and

       

      


       

      WHEREAS, in the Merger, all
issued and outstanding shares of capital stock of American Jianye shall be
cancelled and converted into the right to receive 189,901,500 shares of common
stock of STCC (the “Merger
Shares”) which Shares shall represent 97.46% of the voting power of STCC
after the Merger; 

       

      


       

      NOW, THEREFORE, in
consideration of the premises and the mutual covenants, representations and
warranties contained herein, the Parties, intending to be legally bound, hereby
agree as follows:

       

      


       

      CERTAIN DEFINITIONS

       

      


       

      As
used in this Agreement, the following terms shall have the meanings set forth
below: 

       

      


       

      “Applicable Law” means any
domestic or foreign law, statute, regulation, rule, policy, guideline or
ordinance applicable to the businesses of the Parties, the Merger and/or the
Parties. 

       

      


       

      “DGCL” means Delaware General
Corporation Law.

       

      


       

      “Knowledge” means, in the case
of STCC or American Jianye, a particular fact or other matter of which its Chief
Executive Officer or the Chief Financial Officer is actually aware or which a
prudent individual serving in such capacity could be expected to discover or
otherwise become aware of in the course of conducting a  reasonable review or investigation of the
corporation and its business and affairs.  

       

      


       

      



       

      “Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
claim, encumbrance, royalty interest, any other adverse claim of any kind in
respect of such property or asset, or any other restrictions or limitations of
any nature whatsoever.

       

      


       

      “Material Adverse Effect” with
respect to any entity or group of entities means any event, change or effect
that has or would have a materially adverse effect on the financial condition,
business or results of operations of such entity or group of entities, taken as
a whole. 

       

      


       

      “Person” means any individual,
corporation, partnership, trust or unincorporated organization or a government
or any agency or political subdivision thereof. 

       

      


       

      “Surviving Entity” shall mean
American Jianye as the surviving entity in the Merger as provided in Section
1.04.

       

      


       

      “Tax” (and, with correlative
meaning, “Taxes” and
“Taxable”) means: 

       

      


       

      (i)
any income, alternative or add-on minimum tax, gross receipts tax, sales tax,
use tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp
tax, occupation tax, property tax, environmental or windfall profit tax, custom,
duty or other tax, impost, levy, governmental fee or other like assessment or
charge of any kind whatsoever together with any interest or any penalty,
addition to tax or additional amount imposed with respect thereto by any
governmental or Tax authority responsible for the imposition of any such tax
(domestic or foreign), and 

       

      


       

      (ii)
any liability for the payment of any amounts of the type described in clause (i)
above as a result of being a member of an affiliated, consolidated, combined or
unitary group for any Taxable period, and 

       

      


       

      (iii)
any liability for the payment of any amounts of the type described in clauses
(i) or (ii) above as a result of any express or implied obligation to indemnify
any other person. 

       

      


       

      “Tax Return” means any return,
declaration, form, claim for refund or information return or statement relating
to Taxes, including any schedule or attachment thereto, and including any
amendment thereof.

       

      


       

      ARTICLE I

       

      THE MERGER

       

      


       

      SECTION 1.01 

       

      PROCEDURE 

       

      


       

      Upon
the terms and subject to the conditions set forth in this Agreement and in
accordance with the  DGCL, at the Effective Time (as hereinafter defined),
all American Jianye Shares (as hereinafter defined) shall be cancelled and
converted into the right to receive the Merger Shares.  In connection
therewith, the following terms shall apply:

       

      


       

      (a)

       

      Exchange Agent.
 Robert Brantl, Esq., counsel for STCC, shall act as the exchange agent
(the “Exchange Agent”)
for the purpose of exchanging American Jianye Shares for the Merger Shares.
  At or prior to the Closing, STCC shall deliver to the Exchange Agent
the Merger Shares.

       

      


       

      



       

      (b)

       

      Conversion of
Securities.  

       

      


       

      (i)

       

      Conversion of American
Jianye Securities.  At the Effective Time, by virtue of the Merger
and without any action on the part of STCC, American Jianye or the Merger Sub,
or the holders of any of their respective securities:

       

      


       

      (A)

       

      Each
of the issued and outstanding shares of common stock of American Jianye (the
“American Jianye
Shares”) immediately prior to the Effective Time shall be converted into
and represent the right to receive, and shall be exchangeable for, that number
of common shares of STCC as shall be determined by dividing 189,901,500 by the
number of then issued and outstanding American Jianye Shares.

       

      


       

      (B)

       

      All
American Jianye Shares shall no longer be outstanding and shall automatically be
canceled and retired and shall cease to exist, and each holder of a certificate
representing any such shares shall cease to have any rights with respect
thereto, except the right to receive the Merger Shares to be issued pursuant to
this Section 1.01(b)(i) upon the surrender of such certificate in accordance
with Section 1.07, without interest.  No fractional shares may be issued;
but each fractional share that would result from the Merger will be rounded to
the nearest number of whole shares.  

       

      


       

      (ii)

       

      Conversion of Merger Sub
Stock.  At the Effective Time, by virtue of the Merger and without
any action on the part of American Jianye, STCC, the Merger Sub, or the holders
of any of their respective securities, each share of capital stock of Merger Sub
outstanding immediately prior to the Effective Time shall be converted into one
share of the common stock of the Surviving Entity and the shares of common stock
of the Surviving Entity so issued in such conversion shall constitute the only
outstanding shares of capital stock of the Surviving Entity and the Surviving
Entity shall be a wholly owned subsidiary of STCC.  

       

      


       

      SECTION 1.02

       

      CLOSING 

       

      


       

      The
closing of the Merger (the “Closing”) will take place at
the offices of Robert Brantl, Esq. within one (1) business day following the
satisfaction or waiver of the conditions precedent set forth in Article V or at
such other date as STCC and American Jianye shall agree (the “Closing Date”), but in any
event no later than November 30, 2007 unless extended by a written agreement of
STCC and American Jianye. 

       

      


       

      SECTION 1.03

       

      MERGER; EFFECTIVE TIME 

       

      


       

      At
the Effective Time and subject to and upon the terms and conditions of this
Agreement, Merger Sub shall, and STCC shall cause Merger Sub to, merge with and
into American Jianye in accordance with the provisions of the DGCL, the separate
corporate existence of Merger Sub shall cease and American Jianye shall continue
as the Surviving Entity.  The Effective Time shall occur upon the filing
with the Secretary of State of the State of Delaware of a Certificate of Merger,
executed in accordance with the applicable provisions of the DGCL (the “Effective Time”).  The
date on which the Effective Time occurs is referred to as the “Effective Date.”
 Provided that this Agreement has not been terminated pursuant to Article
VI, the Parties will cause the Certificate of Merger to be filed as soon as
practicable after the Closing.

       

      


       

      SECTION 1.04 

       

      EFFECT OF THE MERGER

       

      


       

      The
Merger shall have the effect set forth in Title 8, Section 259 of the DGCL.
 Without limiting the generality of the foregoing, and subject thereto, at
the Effective Time, all the properties, rights, 

       

      



       

      privileges,
powers and franchises of American Jianye and Merger Sub shall vest in the
Surviving Entity, and all debts, liabilities and duties of American Jianye and
Merger Sub shall become the debts, liabilities and duties of the Surviving
Entity.

       

      


       

      SECTION 1.05 

       

      CERTIFICATE OF INCORPORATION AND
BYLAWS; DIRECTORS 

       

        AND OFFICERS


       

      


       

      Pursuant
to the Merger: 

       

      


       

      (a)

       

      The
Certificate of Incorporation and Bylaws of American Jianye as in effect
immediately prior to the Effective Time shall be the Certificate of
Incorporation and Bylaws of the Surviving Entity immediately following the
Merger.  

       

      


       

      (b)

       

      The
directors and officers of the American Jianye immediately prior to the Merger
shall be the directors and officers of the Surviving Entity subsequent to the
Merger. 

       

      


       

      SECTION 1.06

       

       

       

      RESTRICTIONS ON RESALE

       

      


       

      (a)

       

      The
Merger Shares will not be registered under the Securities Act, or the securities
laws of any state, and cannot be transferred, hypothecated, sold or otherwise
disposed of until:  (i) a registration statement with respect to such
securities is declared effective under the Securities Act, or (ii) STCC receives
an opinion of counsel for the holders of the shares proposed to be transferred,
reasonably satisfactory to counsel for STCC, that an exemption from the
registration requirements of the Securities Act is available. 

       

      


       

      The
certificates representing the Merger Shares which are being issued hereunder
shall contain a legend substantially as follows:

       

      


       

      “THE
SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR STANDARD COMMERCE, INC.
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL
FOR STANDARD COMMERCE, INC.  THAT AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT IS AVAILABLE.” 

       

      


       

      SECTION 1.07 

       

      EXCHANGE OF CERTIFICATES

       

      


       

      (a)

       

      EXCHANGE
OF CERTIFICATES.  After the Effective Time, the holders of the American
Jianye Shares shall be required to surrender all their American Jianye Shares to
the Exchange Agent, and the holders shall be entitled upon such surrender to
receive in exchange therefor certificates representing the proportionate number
of Merger Shares into which the American Jianye Shares theretofore represented
by the stock certificates so surrendered shall have been exchanged pursuant to
this Agreement.  Until so surrendered, each outstanding certificate which,
prior to the Effective Time, represented American Jianye Shares shall be deemed
for all corporate purposes, subject to the further provisions of this Article I,
to evidence the ownership of the number of whole Merger Shares for which such
American Jianye Shares have been so exchanged.  No dividend payable to
holders of Merger Shares of record as of any date subsequent to the Effective
Time shall be paid to the owner of any certificate which, prior to the Effective
Time, represented American Jianye Shares, until such certificate or 

       

      



       

      certificates
representing all the relevant American Jianye Shares, together with a stock
transfer form, are surrendered as provided in this Article I or pursuant to
letters of transmittal or other instructions with respect to lost certificates
provided by the Exchange Agent.

       

      


       

      (b)

       

      FULL
SATISFACTION OF RIGHTS.  All Merger Shares for which the American Jianye
Shares shall have been exchanged pursuant to this Article I shall be deemed to
have been issued in full satisfaction of all rights pertaining to the American
Jianye Shares.

       

      


       

      (c)

       

      EXCHANGE
OF CERTIFICATES.  All certificates representing American Jianye Shares
converted into the right to receive Merger Shares pursuant to this Article I
shall be furnished to STCC subsequent to delivery thereof to the Exchange Agent
pursuant to this Agreement.

       

      


       

      (d)

       

      CLOSING
OF TRANSFER BOOKS.  On the Effective Date, the stock transfer book of
American Jianye shall be deemed to be closed and no transfer of American Jianye
Shares shall thereafter be recorded thereon. 

       

      


       

      ARTICLE II

       

      REPRESENTATIONS AND WARRANTIES OF
STCC

       

      


       

      STCC
and, where applicable, the Merger Sub hereby jointly and severally represent and
warrant to American Jianye, as of the date of this Agreement, as of the Closing
Date and as of the Effective Time, as follows: 

       

      


       

      SECTION 2.01 

       

      ORGANIZATION, STANDING AND POWER


       

      


       

      STCC
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware, and has corporate power and authority to
conduct its business as presently conducted by it and to enter into and perform
this Agreement and to carry out the transactions contemplated by this Agreement.
 Merger Sub is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware, and has corporate power
and authority to enter into and perform this Agreement and to carry out the
transactions contemplated by this Agreement.  

       

      


       

      SECTION 2.02

       

      SUBSIDIARIES

       

      


       

      STCC
owns all of the outstanding capital stock of the Merger Sub.  Other than
its ownership of the Merger Sub, STCC does not have an ownership interest in any
Person.     Merger Sub
is a recently formed corporation and prior to the date hereof and through the
Effective Date, Merger Sub has not and shall not have conducted any operating
business, become a party to any agreements, or incurred any liabilities or
obligations. 

       

      


       

      SECTION 2.03 

       

       CAPITALIZATION 

       

      


       

      (a)

       

      There
are 201,000,000 shares of capital stock of STCC authorized, consisting of
100,000,000 shares of common stock, $0.001 par value per share (the “STCC Common Shares”), and
1,000,000  shares of preferred stock, $0.001 par value per share (“STCC Preferred Shares”).
 As of the date of this Agreement, there are 4,948,500 STCC Common Shares
issued and outstanding and no STCC Preferred Shares outstanding.

       

      


       

      (b)

       

      No
STCC Common Shares or STCC Preferred Shares have been reserved for issuance to
any Person.  There are no outstanding rights, warrants, options or
agreements for the purchase of STCC Common or Preferred Shares except as
provided in this Agreement.    

       

      



       

      


       

      (c)

       

      All
outstanding STCC Common Shares are validly issued, fully paid, non-assessable,
not subject to pre-emptive rights and have been issued in compliance with all
state and federal securities laws or other Applicable Law.   The
Merger Shares issuable to the American Jianye shareholders pursuant to the
Merger will, when issued pursuant to this Agreement, be duly and validly
authorized and issued, fully paid and non-assessable.

       

      


       

      SECTION 2.04

       

      AUTHORITY FOR AGREEMENT 

       

      


       

      The
execution, delivery, and performance of this Agreement by each of STCC and
Merger Sub has been duly authorized by all necessary corporate and shareholder
action, and this Agreement, upon its execution by the Parties, will constitute
the valid and binding obligation of each of STCC and the  Merger Sub,
enforceable against each of them in accordance with and subject to its terms,
except as enforceability may be affected by bankruptcy, insolvency or other laws
of general application affecting the enforcement of creditors' rights.  The
execution and consummation of the transactions contemplated by this Agreement
and compliance with its provisions by STCC and Merger Sub will not violate any
provision of Applicable Law and will not conflict with or result in any breach
of any of the terms, conditions, or provisions of, or constitute a default
under, STCC's or Merger Sub’s Certificate of Incorporation, or either of their
Bylaws, in each case as amended, or, in any material respect, any indenture,
lease, loan agreement or other agreement or instrument to which STCC is a party
or by which it or any of its properties is bound, or any decree, judgment,
order, statute, rule or regulation applicable to STCC or Merger Sub. 

       

      


       

      SECTION 2.05

       

      FINANCIAL CONDITION

       

      


       

      The
Form 10-SB filed by STCC and the Quarterly Reports on Form 10-QSB filed by STCC
for the periods ended March 31, 2007 and June 30, 2007 (the “SEC Filings”) are
true, correct and complete in all material respects, are not misleading and do
not omit to state any material fact which is necessary to make the statements
contained in such public filings not misleading in any material respect.
 The financial statements included in the SEC Filings (the “Financial
Statements”) were prepared in accordance with generally accepted accounting
principles and fairly reflect the financial condition of STCC as of the dates
stated and the results of its operations for the periods presented.

       

      


       

      SECTION 2.06

       

      ABSENCE OF CERTAIN CHANGES OR
EVENTS  

       

      


       

      Since
June 30, 2007, except as reported in the Quarterly Report filed by STCC with the
Securities and Exchange Commission (“SEC”) on Form 10-QSB for the
period ending on that date, and except as contemplated by this Agreement:

       

      


       

      (a)

       

      there
has not been any Material Adverse Change in the business, operations,
properties, assets, or condition of STCC; 

       

      


       

      (b)

       

      STCC
has not (i) amended its Articles of Incorporation;  (ii) declared or made,
or agreed to declare or make, any payment of dividends or distributions of any
assets of any kind whatsoever to stockholders or purchased or redeemed, or
agreed to purchase or redeem, any outstanding capital stock; (iii) made any
material change in its method of management, operation, or accounting; (iv)
entered into any material transaction; or (v) made any accrual or arrangement
for payment of bonuses or special compensation of any kind or any severance or
termination pay to any present or former officer or employee; 

       

      


       

      (c)

       

      STCC
has not (i) borrowed or agreed to borrow any funds or incurred, or become
subject to, any material obligation or liability (absolute or contingent) except
liabilities incurred in the ordinary 

       

      



       

      course
of business; (ii) paid any material obligation or liability (absolute or
contingent) other than current liabilities reflected in or shown on the most
recent STCC balance sheet, and current liabilities incurred since that date in
the ordinary course of business; (iii) sold or transferred, or agreed to sell or
transfer, any material assets, properties, or rights, or canceled, or agreed to
cancel, any material debts or claims; or (iv) made or permitted any material
amendment or termination of any contract, agreement, or license to which it is a
party. 

       

      


       

      SECTION 2.07 

       

      GOVERNMENTAL AND THIRD PARTY
CONSENTS

       

      


       

      No
consent, waiver, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission or
other federal, state, county, local or other foreign governmental authority,
instrumentality, agency or commission or any third party, including a party to
any agreement with STCC or Merger Sub, is required by or with respect to STCC or
Merger Sub in connection with the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby, except for such
consents, waivers, approvals, orders, authorizations, registrations,
declarations and filings as may be required under (i) applicable securities
laws, or (ii) the DGCL.

       

      


       

      SECTION 2.08

       

      LITIGATION

       

      


       

      There
is no action, suit, investigation, audit or proceeding pending against, or to
the Knowledge of STCC, threatened against or affecting, STCC or the Merger Sub
or any of their respective assets or properties before any court or arbitrator
or any governmental body, agency or official.

       

      


       

      SECTION 2.09

       

      INTERESTED PARTY
TRANSACTIONS

       

      


       

      STCC
is not indebted to any officer or director of STCC, and no such person is
indebted to STCC.

       

      


       

      SECTION 2.10

       

      COMPLIANCE WITH APPLICABLE LAWS


       

      


       

      To
the Knowledge of STCC, the business of each of STCC and the Merger Sub has not
been, and is not being, conducted in violation of any Applicable Law. 

       

      


       

      SECTION 2.11

       

      TAX RETURNS AND PAYMENT

       

      


       

      STCC
has duly and timely filed all material Tax Returns required to be filed by it
and has duly and timely paid all Taxes shown thereon to be due.  Except as
disclosed in Financial Statements filed by STCC with the SEC, there is no
material claim for Taxes that is a Lien against the property of STCC other than
Liens for Taxes not yet due and payable, none of which is material.  STCC
has not received written notification of any audit of any Tax Return of STCC
being conducted or pending by a Tax authority where an adverse determination
could have a Material Adverse Effect on STCC, no extension or waiver of the
statute of limitations on the assessment of any Taxes has been granted by STCC
which is currently in effect, and STCC is not a party to any agreement, contract
or arrangement with any Tax authority or otherwise, which may result in the
payment of any material amount in excess of the amount reflected on the above
referenced STCC Financial Statements.

       

      


       

      SECTION 2.12

       

      SECURITY LISTING

       

      


       

      STCC
is a fully compliant reporting company under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”), and all STCC public filings required under the Exchange Act have
been made.  The common stock of STCC is listed for quotation on the OTC
Bulletin Board.  To the Knowledge 

       

      



       

      of
STCC, STCC has not been threatened or is not subject to removal of its common
stock from the OTC Bulletin Board.   

       

      


       

      SECTION 2.13

       

      FINDERS’ FEES 

       

      


       

      STCC
has not incurred, nor will it incur, directly or indirectly, any liability for
brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees or
any similar charges in connection with this Agreement or any transaction
contemplated hereby.

       

      


       

      


       

      ARTICLE III

       

      REPRESENTATIONS AND WARRANTIES OF
AMERICAN JIANYE

       

      


       

      American
Jianye hereby represents and warrants to STCC and to Merger Sub, as of the date
of this Agreement and as of the Effective Time (except as otherwise indicated),
as follows: 

       

      


       

      SECTION 3.01

       

      ORGANIZATION, STANDING AND POWER


       

      


       

      American
Jianye is a privately held corporation duly incorporated, validly existing and
in good standing under the laws of the State of Delaware, and has full corporate
power and authority to conduct its business as presently conducted by it and to
enter into and perform this Agreement and to carry out the transactions
contemplated by this Agreement.  American Jianye is duly qualified to do
business as a foreign corporation in each state in which the nature of the
business conducted by it or the character or location of the properties and
assets owned or leased by it make such qualification necessary.  

       

      


       

      SECTION 3.02

       

      CAPITALIZATION 

       

      


       

      There
are 100,000,000 shares of American Jianye capital stock authorized, consisting
of 100,000,000 shares of common stock with $.00001 par value (the “American Jianye Common
Shares”).  As of the date of this Agreement, there were 10,000
issued and outstanding American Jianye Common Shares.  No American Jianye
Common Shares have been reserved for issuance to any Person, and there are no
outstanding rights, warrants, options or agreements for the purchase of American
Jianye Common Shares.   No Person is entitled to any rights with
respect to the conversion, exchange or delivery of the American Jianye Common
Shares.  The American Jianye Common Shares have been issued in compliance
with Applicable Law. 

       

      


       

      SECTION 3.03

       

      AUTHORITY FOR AGREEMENT
  

       

      


       

      The
execution, delivery and performance of this Agreement by American Jianye has
been duly authorized by all necessary corporate action, and this Agreement
constitutes the valid and binding obligation of American Jianye, enforceable
against American Jianye in accordance with its terms, except as enforceability
may be affected by bankruptcy, insolvency or other laws of general application
affecting the enforcement of creditors' rights.  The execution and
consummation of the transactions contemplated by this Agreement and compliance
with its provisions by American Jianye will not violate any provision of
Applicable Law and will not conflict with or result in any breach of any of the
terms, conditions, or provisions of, or constitute a default under, American
Jianye’s Certificate of Incorporation or Bylaws, in each case as amended, or, to
the Knowledge of American Jianye, in any material respect, any indenture, lease,
loan agreement or other agreement instrument to which American Jianye is a party
or by which it or any of its properties are bound, or any decree, judgment,
order, statute, rule or regulation applicable to American Jianye. 

       

      


       

      



       

      SECTION 3.04

       

      GOVERNMENTAL OR THIRD PARTY
CONSENT

       

      


       

      No
consent, waiver, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or commission or
other federal, state, county, local or other foreign governmental authority,
instrumentality, agency or commission or any third party, including a party to
any agreement with American Jianye, is required by or with respect to American
Jianye in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, except for such consents,
waivers, approvals, orders, authorizations, registrations, declarations and
filings as may be required under (i) applicable securities laws, or
(ii) the DGCL.

       

      


       

      SECTION 3.05

       

      BUSINESS OPERATIONS AND
LIABILITIES - AMERICAN
JIANYE. 

       

      


       

      American
Jianye has conducted no business operations other than the acquisition of
ownership of the capital stock of Zhao Dong Jianye.  American Jianye has no
liabilities other than liabilities incurred in the ordinary course that will not
exceed $10,000 on the Closing Date. 

       

      


       

      SECTION 3.06.

       

      ORGANIZATION AND STANDING – ZHAO DONG
JIANYE.  

       

      


       

      Zhao
Dong Jianye is a corporation duly organized, validly existing and in good
standing under the laws of the People’s Republic of China.
   Zhao Dong Jianye has full power and authority to carry on its
business as now conducted and to own and operate its assets, properties and
business.  

       

      


       

      SECTION 3.07

       

      OWNERSHIP OF ZHAO DONG JIANYE
SHARES.  

       

      


       

      American
Jianye is the owner of one hundred percent (100%) the registered capital stock
of Zhao Dong Jianye, free and clear of all Liens, encumbrances, and restrictions
whatsoever.   No Person has any right to acquire capital stock of Zhao
Dong Jianye, whether by tender of consideration or otherwise.  

       

      


       

      SECTION 3.08.

       

      CORPORATE RECORDS.
 

       

      


       

      All
of the books and records of each of American Jianye and Zhao Dong Jianye
including, without limitation, its books of account, corporate records, minute
book, stock certificate books and other records are up-to-date, complete and
reflect accurately and fairly the conduct of its business in all material
respects since its date of incorporation.  All reports, returns and
statements currently required to be filed by either American Jianye or Zhao Dong
Jianye with any government agency with respect to the business and operations of
American Jianye or Zhao Dong Jianye have been filed or valid extensions have
been obtained in accordance with normal procedures and all governmental
reporting requirements have been complied with.

       

      


       

      SECTION 3.09

       

      FINANCIAL STATEMENTS – ZHAO DONG
JIANYE

       

      


       

      The
financial statements of Zhao Dong Jianye for the years ended June 30, 2007 and
2006 that will be delivered to STCC prior to the Closing will have been prepared
in accordance with accounting principles generally accepted in the United States
and will fairly present the financial condition of Zhao Dong Jianye at the date
presented and the results of operations of Zhao Dong Jianye for those two years.
 

       

      


       

      SECTION 3.10

       

      TAXES.  

       

      


       

      Each
of American Jianye and Zhao Dong Jianye has filed all Tax Returns that it is
required to file with all governmental agencies, wherever situate, and has paid
or accrued for payment all Taxes as shown on such returns except for Taxes being
contested in good faith.  There is no material claim for Taxes that is a
Lien against the property of American Jianye or Zhao Dong Jianye other than
Liens for Taxes not yet due 

       

      



       

      and
payable.  All Taxes due and owing by either American Jianye or Zhao Dong
Jianye have been paid.  Neither American Jianye nor Zhao Dong Jianye is the
beneficiary of any extension of time within which to file any tax return.

       

       

       

      SECTION 3.11

       

      PENDING ACTIONS.  

       

      


       

      There
are no material legal actions, lawsuits, proceedings or investigations, either
administrative or judicial, pending or threatened, against or affecting American
Jianye, Zhao Dong Jianye, or against Zhao Dong Jianye’s Officers or Directors
that arose out of their operation of Zhao Dong Jianye.  Neither American
Jianye, Zhao Dong Jianye, nor any of Zhao Dong Jianye’s Officers or Directors is
subject to any order, writ, judgment, injunction, decree, determination or award
of any court, arbitrator or administrative, governmental or regulatory authority
or body which would be likely to have a material adverse effect on the business
of Zhao Dong Jianye or American Jianye. 

       

      


       

      SECTION 3.12

       

      INTELLECTUAL PROPERTY AND INTANGIBLE
ASSETS.  

       

      


       

      To
the Knowledge of American Jianye, Zhao Dong Jianye has full legal right, title
and interest in and to all of the intellectual property utilized in the
operation of its business.  Zhao Dong Jianye has not received any written
notice that the rights of any other person are violated by the use by Zhao Dong
Jianye of the intellectual property.  None of the intellectual property has
ever been declared invalid or unenforceable, or is the subject of any pending
or, to the Knowledge of American Jianye, threatened action for opposition,
cancellation, declaration, infringement, or invalidity, unenforceability or
misappropriation or like claim, action or proceeding.

       

      


       

      SECTION 3.13.

       

      COMPLIANCE WITH LAWS.
 

       

      


       

      Zhao
Dong Jianye's operations have been conducted in all material respects in
accordance with all applicable statutes, laws, rules and regulations.  Zhao
Dong Jianye is not in violation of any law, ordinance or regulation of the
People’s Republic of China or of any other jurisdiction.  Zhao Dong Jianye
holds all the environmental, health and safety and other permits, licenses,
authorizations, certificates and approvals of governmental authorities
(collectively, "Permits") necessary or proper for the current use, occupancy or
operation of its business, and all of the Permits are now in full force and
effect.  

       

      


       

      SECTION 3.14

       

      FINDERS’ FEES

       

      


       

      Neither
American Jianye nor Zhao Dong Jianye has incurred, nor will it incur, directly
or indirectly, any liability for brokers’ or finders’ fees or agents’
commissions or investment bankers’ fees or any similar charges in connection
with this Agreement or any transaction contemplated hereby. 

       

      


       

      


       

      ARTICLE IV

       

      CERTAIN COVENANTS AND
AGREEMENTS

       

      


       

      SECTION 4.01

       

      COVENANTS OF AMERICAN
JIANYE

       

      


       

      American
Jianye covenants and agrees that, during the period from the date of this
Agreement until the Closing Date,  other than as contemplated by this
Agreement or for the purposes of effecting the Closing pursuant to this
Agreement, American Jianye shall conduct and shall cause Zhao Dong Jianye to
conduct its business as presently operated and solely in the ordinary course,
and consistent with such operation, and, in connection therewith, without the
written consent of STCC, neither American Jianye nor the Zhao Dong Jianye
shall:

       

      



       

      


       

      (a)

       

      amend
its Certificate of Incorporation or Bylaws;

       

      


       

      (b)

       

      pay
or agree to pay to any employee, officer or director compensation that is in
excess of the current compensation level of such employee, officer or director
other than salary increases or payments made in the ordinary course of business
or as otherwise provided in any contracts or agreements with any such
employees;

       

      


       

      (c)

       

      merge
or consolidate with any other entity or acquire or agree to acquire any other
entity; 

       

      


       

      (d)

       

      sell,
transfer, or otherwise dispose of any material assets required for the
operations of American Jianye’s or Zhao Dong Jianye’s business, except in the
ordinary course of business consistent with past practices;

       

      


       

      (e)

       

      declare
or pay any dividends on or make any distribution of any kind with respect to the
American Jianye Shares (provided that the Zhao Dong Jianye may pay dividends or
distributions of any kind to American Jianye; and

       

      


       

      (f)

       

      use
commercially reasonable efforts to comply with and not be in default or
violation under any known law, regulation, decree or order applicable to
American Jianye’s or Zhao Dong Jianye’s business, operations or assets where
such violation would have a Material Adverse Effect on American Jianye or Zhao
Dong Jianye.

       

      


       

      SECTION 4.02

       

      COVENANTS OF STCC 

       

      


       

      STCC
covenants and agrees that, during the period from the date of this Agreement
until the Closing Date, STCC shall, other than as contemplated by this Agreement
or for the purposes of effecting the Closing pursuant to this Agreement, conduct
its business as presently operated and solely in the ordinary course, and
consistent with such operation, and, in connection therewith, without the
written consent of American Jianye shall not:

       

      


       

      (a)

       

      amend
its Articles of Incorporation or Bylaws;

       

      


       

      (b)

       

      pay
or agree to pay to any employee, officer or director compensation of any kind or
amount;  

       

      


       

      (c)

       

      merge
or consolidate with any other entity or acquire or agree to acquire any other
entity; 

       

      


       

      (d)

       

      create,
incur, assume, or guarantee any material indebtedness for money borrowed except
in the ordinary course of business, or create or suffer to exist any mortgage,
Lien or other encumbrance on any of  its material assets;

       

      


       

      (e)

       

      make
any material capital expenditure or series of capital expenditures except in the
ordinary course of business;

       

      


       

      (f)

       

      declare
or pay any dividends on or make any distribution of any kind with respect to
 STCC; 

       

      


       

      (g)

       

      issue
any additional shares of STCC capital stock or take any action affecting the
capitalization of STCC or the STCC Common or Preferred Shares; and

       

       

       

      



       

      (h)

       

      grant
any severance or termination pay to any director, officer or any other employees
of STCC.

       

      


       

      SECTION 4.03

       

      COVENANTS OF THE PARTIES

       

      


       

      (a)

       

      Tax-free
Reorganization.  The Parties intend that the Merger qualify as a
Tax-free “reorganization” under Sections 368(a) of the Code, as amended, and the
Parties will take the position for all purposes that the Merger shall qualify as
a reorganization under such Section.  In addition, the Parties covenant and
agree that they will not engage in any action, or fail to take any action, which
action or failure to take action would reasonably be expected to cause the
Merger to fail to qualify as a Tax-free “reorganization” under Section 368(a) of
the Code, whether or not otherwise permitted by the provisions of this
Agreement; 

       

      


       

      (b)

       

      Announcement.
 Neither American Jianye, on the one hand, nor STCC on the other hand,
shall issue any press release or otherwise make any public statement with
respect to this Agreement or the transactions contemplated hereby without the
prior consent of the other Party (which consent shall not be unreasonably
withheld), except as may be required by applicable law or securities regulation.
 Upon execution of this Agreement, STCC shall issue a press release, which
shall be approved by American Jianye, and file a Current Report on Form 8-K
reporting the execution of the Agreement.

       

      


       

      (c)

       

      Notification of Certain
Matters.  American Jianye shall give prompt written notice to STCC,
and STCC shall give prompt written notice to American Jianye, of: 

       

      


       

      (i)

       

      The
occurrence or nonoccurrence of any event the occurrence or nonoccurrence of
which would be reasonably likely to cause any representation or warranty
contained in this Agreement to be untrue or inaccurate in any material respect
at or prior to the Effective Time; and 

       

      


       

      (ii)

       

      Any
material failure of American Jianye on the one hand, or STCC, on the other hand,
to comply with or satisfy any covenant, condition or agreement to be complied
with or satisfied by it hereunder. 

       

      


       

      (d)

       

      Reasonable Best
Efforts.  Before Closing, upon the terms and subject to the
conditions of this Agreement, the Parties agree to use their respective
reasonable best efforts to take, or cause to be taken, all actions, and to do,
or cause to be done, all things necessary, proper or advisable (subject to
applicable laws) to consummate and make effective the Merger and other
transactions contemplated by this Agreement as promptly as practicable
including, but not limited to: 

       

      


       

      (i)

       

      The
preparation and filing of all forms, registrations and notices required to be
filed to consummate the Merger, including without limitation, any approvals,
consents, orders, exemptions or waivers by any third party or governmental
entity; and

       

      


       

      (ii)

       

      The
satisfaction of the Party's conditions precedent to Closing. 

       

      


       

      (e)

       

      Access to
Information

       

      


       

      (i)

       

      Inspection by American
Jianye.  STCC will make available for inspection by American Jianye,
during normal business hours and in a manner so as not to interfere with normal
business operations, all of STCC’s records (including tax records), books of
account, premises, contracts and all other documents in STCC’s possession or
control that are reasonably requested by American Jianye to inspect and examine
the business and affairs of STCC.  STCC will cause its managerial employees
and regular independent accountants to be available upon reasonable advance
notice to answer 

       

      



       

      questions
of American Jianye concerning the business and affairs of STCC.  American
Jianye will treat and hold as confidential any information it receives from STCC
in the course of the reviews contemplated by this Section 4.03(e).  No
examination by American Jianye will, however, constitute a waiver or
relinquishment by American Jianye of its rights to rely on STCC’s covenants,
representations and warranties made herein or pursuant hereto.

       

      


       

      (ii)

       

      Inspection by STCC.
 American Jianye will, if requested, make available for inspection by STCC,
during normal business hours and in a manner so as not to interfere with normal
business operations, all of American Jianye’s and Zhao Dong Jianye’s records
(including tax records), books of account, premises, contracts and all other
documents in American Jianye’s possession or control that are reasonably
requested by STCC to inspect and examine the business and affairs of American
Jianye or Zhao Dong Jianye.  American Jianye will cause its managerial
employees and regular independent accountants to be available upon reasonable
advance notice to answer questions of STCC concerning the business and affairs
of American Jianye and Zhao Dong Jianye.  STCC will treat and hold as
confidential any information it receives from American Jianye in the course of
the reviews contemplated by this Section 4.03(e).  No examination by STCC
will, however, constitute a waiver or relinquishment by STCC of its rights to
rely on American Jianye’s covenants, representations and warranties made herein
or pursuant hereto.

       

      


       

      


       

      ARTICLE V

       

      CONDITIONS PRECEDENT

       

      


       

      SECTION 5.01  

       

      CONDITIONS PRECEDENT TO THE PARTIES'
OBLIGATIONS 

       

      


       

      The
obligations of the Parties as provided herein shall be subject to each of the
following conditions precedent, unless waived in writing by both STCC and
American Jianye: 

       

      


       

      (a)

       

      Consents, Approvals.
 The Parties shall have obtained all necessary consents and approvals of
their respective boards of directors, and all consents, approvals and
authorizations required under their respective charter documents, and all
material consents, including any material consents and waivers by the Parties’
respective lenders and other third-parties, if necessary, to the consummation of
the transactions contemplated by this Agreement. 

       

      


       

      (b)

       

      Shareholder Approval.
 This Agreement and the transactions contemplated hereby shall have been
approved by the shareholders of American Jianye in accordance with the
applicable provisions of the DGCL and its bylaws.

       

      


       

      (c)

       

      Absence of Certain
Litigation.  No action or proceeding shall be threatened or pending
before any governmental entity or authority which, in the reasonable opinion of
counsel for the Parties, is likely to result in a restraint, prohibition or the
obtaining of damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby.

       

      


       

      SECTION 5.02

       

      CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF STCC 

       

      


       

      The
obligations of STCC on the Closing Date as provided herein shall be subject to
the satisfaction, on or prior to the Closing Date, of the following conditions
precedent, unless waived in writing by STCC: 

       

      


       

      



       

      (a)

       

      Consents and
Approvals.  American Jianye shall have obtained all material
consents, including any material consents and waivers by American Jianye’s
lenders and other third parties, if necessary, to the consummation of the
transactions contemplated by this Agreement. 

       

      


       

      (b)


       

      Representations and
Warranties.  The representations and warranties by American Jianye
in Article III herein shall be true and accurate in all material respects on and
as of the Closing Date with the same force and effect as though such
representations and warranties had been made at and as of the Closing Date,
except to the extent that any changes therein are specifically contemplated by
this Agreement. 

       

      


       

      (c)

       

      Performance.
 American Jianye shall have performed and complied in all material respects
with all agreements to be performed or complied with by it pursuant to this
Agreement at or prior to the Closing.

       

      


       

      (d)

       

      Proceedings and
Documents.  All corporate, company and other proceedings in
connection with the transactions contemplated by this Agreement and all
documents and instruments incident to such transactions shall be reasonably
satisfactory in substance and form to STCC and its counsel, and STCC and its
counsel shall have received all such counterpart originals (or certified or
other copies) of such documents as they may reasonably request. 

       

      


       

      (e)

       

      Certificate of Good
Standing.  American Jianye shall have delivered to STCC a
certificate as to the good standing of American Jianye certified by the
Secretary of State of the State of Delaware on or within five (5) business days
prior to the Closing Date. 

       

      


       

      (f)

       

      Material Changes.
 Except as contemplated by this Agreement, since the date hereof, neither
American Jianye nor the Zhao Dong Jianye shall have suffered a Material Adverse
Effect, and, without limiting the generality of the foregoing, there shall be no
pending litigation to which American Jianye or the Zhao Dong Jianye is a party
which is reasonably likely to have a Material Adverse Effect on American Jianye
or the Zhao Dong Jianye.

       

      


       

      (g)

       

      Due Diligence.
 STCC shall have completed to its own satisfaction due diligence in
relation to American Jianye.

       

      


       

      (h)

       

      SEC Filing.  No
less than one week prior to the Closing, American Jianye shall have delivered to
STCC the financial statements, report of American Jianye’s independent
registered public accountant, and other information required for inclusion in
the Current Report that STCC will file with the SEC within four business days
after the Closing.

       

      


       

      SECTION 5.03 

       

      CONDITIONS PRECEDENT TO THE
OBLIGATIONS OF AMERICAN JIANYE

       

      


       

      The
obligations of American Jianye on the Closing Date as provided herein shall be
subject to the satisfaction, on or prior to the Closing Date, of the following
conditions precedent, unless waived in writing by American Jianye: 

       

      


       

      (a)

       

      Consents and
Approvals.  STCC and the Merger Sub shall have obtained all material
consents, including any material consents and waivers of its respective lenders
and other third parties, if necessary, to the consummation of the transactions
contemplated by this Agreement. 

       

      


       

      (b)

       

      Representations and
Warranties.  The representations and warranties by STCC and Merger
Sub in Article II herein shall be true and accurate in all material respects on
and as of the Closing 

       

      



       

      Date
with the same force and effect as though such representations and warranties had
been made at and as of the Closing Date, except to the extent that any changes
therein are specifically contemplated by this Agreement. 

       

      


       

      (c)

       

      Performance.
 Each of STCC and Merger Sub shall have performed and complied in all
material respects with all agreements to be performed or complied with by it
pursuant to this Agreement prior to or at the Closing. 

       

      


       

      (d)

       

      Proceedings and
Documents.  All corporate, company and other proceedings in
connection with the transactions contemplated by this Agreement and all
documents and instruments incident to such transactions shall be reasonably
satisfactory in substance and form to American Jianye and its counsel, and
American Jianye and its counsel shall have received all such counterpart
originals (or certified or other copies) of such documents as they may
reasonably request. 

       

      


       

      (e)

       

      Certificates of Good
Standing.  STCC shall have delivered to American Jianye a
certificate as to its and the Merger Sub’s good standing in the State of
Delaware, in each case certified by the Secretary of State not more than five
(5) business days prior to the Closing Date. 

       

      


       

      (f)

       

      Material Changes.
 Except as contemplated by this Agreement, since the date hereof, neither
STCC nor the Merger Sub shall have suffered a Material Adverse Effect and,
without limiting the generality of the foregoing, there shall be no pending
litigation to which STCC or the Merger Sub is a party which is reasonably likely
to have a Material Adverse Effect on STCC or the Merger Sub.

       

      


       

      (g)

       

      Due Diligence.

       

      American
Jianye shall have completed to its own satisfaction due diligence in relation to
STCC.

       

      


       

      (h)

       

      Status of STCC.
 As at the Effective Time of the Merger, STCC (i) shall be a fully
compliant reporting public company under the Exchange Act, and shall be current
in all of its reports required to be filed under the Exchange Act, (ii) shall
not have been threatened or subject to delisting from the OTC Bulletin Board,
and (iii) shall have outstanding 4,948,500 STCC Common Shares; and there shall
be no STCC Preferred Shares outstanding nor any options, warrants or rights to
acquire capital stock of STCC whether for additional consideration or on
conversion.

       

      


       

       

       

      ARTICLE VI

       

      TERMINATION

       

      


       

      SECTION 6.01

       

      TERMINATION 

       

      


       

      This
Agreement may be terminated and the Merger may be abandoned at any time prior to
the Effective Time by: 

       

      


       

      (a)

       

      The
mutual written consent of the Boards of Directors of STCC and American Jianye;


       

      


       

      (b)

       

      Either
STCC, on the one hand, or American Jianye, on the other hand, if any
governmental entity or court of competent jurisdiction shall have issued an
order, decree or ruling or taken any other action (which order, decree, ruling
or other action the Parties shall use their commercially reasonable best efforts
to lift), which restrains, enjoins or otherwise prohibits the Merger or the
issuance of the Merger Shares as contemplated herein and such order, decree,
ruling or other action shall have become final and non-appealable; 

       

       

       

      



       

      (c)

       

      STCC,
if American Jianye shall have breached in any material respect any of its
 representations, warranties, covenants or other agreements contained in
this Agreement, and the breach cannot be or has not been cured within thirty
(30) calendar days after the giving of written notice by STCC to American
Jianye, or by STCC, if it is not satisfied with the results of its due diligence
investigation; 

       

      


       

      (d)

       

      American
Jianye, if STCC shall have breached in any material respect any of its
representations, warranties, covenants or other agreements contained in this
Agreement, and the breach cannot be or has not been cured within thirty (30)
calendar days after the giving of written notice by American Jianye to STCC, or
by American Jianye if it is not satisfied with the results of its due diligence
investigation; or 

       

      


       

      (e)

       

      Without
any action on the part of the Parties if required by Applicable Law or if the
Closing shall not be consummated by November 30, 2007, unless extended by
written agreement of STCC and American Jianye. 

       

      


       

      SECTION 6.02

       

      EFFECT OF TERMINATION 

       

      


       

      If
this Agreement is terminated as provided in Section 6.01, written notice of such
termination shall be given by the terminating Party to the other Party
specifying the provision of this Agreement pursuant to which such termination is
made, this Agreement shall become null and void and there shall be no liability
on the part of STCC or American Jianye, provided, however, that
 (a) the provisions of Article VII hereof shall survive the termination of
this Agreement; (b)  nothing in this Agreement shall relieve any Party from
any liability or obligation with respect to any willful breach of this
Agreement; and (c) termination shall not affect accrued rights or liabilities of
any party at the time of such termination. 

       

      


       

      


       

      ARTICLE VII

       

      CONFIDENTIALITY


       

      SECTION 7.01

       

      CONFIDENTIALITY

       

      


       

      STCC,
on the one hand, and American Jianye, on the other hand, will keep confidential
all information and documents obtained from the other, including but not limited
to any information or documents provided pursuant to Section 4.03(e) hereof
(except for any information disclosed to the public pursuant to a press release
authorized by the Parties); and in the event the Closing does not occur or this
Agreement is terminated for any reason, will promptly return such documents and
all copies of such documents and all notes and other evidence thereof, including
material stored on a computer, and will not use such information for its own
advantage, except to the extent that (i) the information must be disclosed by
law, (ii) the information becomes publicly available by reason other than
disclosure by the Party subject to the confidentiality obligation, (iii) the
information is independently developed without use of or reference to the other
Party’s confidential information, (iv) the information is obtained from another
source not obligated to keep such information confidential, or (v) the
information is already publicly known or known to the receiving Party when
disclosed as demonstrated by written documentation in the possession of such
Party at such time. 

       

      


       

      


       

      


       

      


       

      


       

      


       

      



       

      ARTICLE
VIII

       

      INDEMNIFICATION

       

      


       

      SECTION 8.01

       

      INDEMNIFICATION BY STCC

       

      


       

      STCC
agrees to indemnify, defend and hold harmless each of American Jianye, any
subsidiary or affiliate thereof and each person who is now, or has been at any
time prior to the date hereof or who becomes prior to the Closing, a
shareholder, officer, director or partner of American Jianye, any subsidiary or
affiliate thereof or an employee of American Jianye, any subsidiary or affiliate
thereof and their respective heirs, legal representatives, successors and
assigns (the “American Jianye
Indemnified Parties”) against all losses, claims, damages, costs,
expenses (including reasonable attorneys’ fees), liabilities or judgments or
amounts that are paid in settlement of or in connection with any threatened or
actual third party claim, action, suit, proceeding or investigation based in
whole or in part on or arising in whole or in part out of (i) any material
breach of this Agreement by STCC, or any subsidiary or affiliate thereof,
including but not limited to failure of any representation or warranty to be
true and correct at or before the Closing,  or (ii) any willful or grossly
negligent act, omission or conduct of any officer, director or agent of STCC or
any subsidiary or affiliate thereof prior to the Closing, whether asserted or
claimed prior to, at or after, the Closing.  Any American Jianye
Indemnified Party wishing to claim indemnification under this Section 8.01, upon
learning of any such claim, action, suit, proceeding or investigation, shall
notify STCC in writing, but the failure to so notify shall not relieve STCC from
any liability that it may have under this Section 8.01, except to the extent
that such failure would materially prejudice STCC.

       

      


       

      SECTION 8.02

       

      INDEMNIFICATION BY AMERICAN
JIANYE

       

      


       

      American
Jianye shall indemnify, defend and hold harmless each of STCC, any subsidiary or
affiliate thereof and each person who is now, or has been at any time prior to
the date hereof or who becomes prior to the Closing, a shareholder, officer,
director or partner of STCC, any subsidiary or affiliate thereof or an employee
of STCC, any subsidiary or affiliate thereof and their respective heirs, legal
representatives, successors and assigns (the “STCC Indemnified Parties”)
against all losses, claims, damages, costs, expenses (including reasonable
attorneys’ fees), liabilities or judgments or amounts that are paid in
settlement of or in connection with any threatened or actual third party claim,
action, suit, proceeding or investigation based in whole or in part on or
arising in whole or in part out of (i) any material breach of this Agreement by
American Jianye or any subsidiary or affiliate thereof, including but not
limited to failure of any representation or warranty to be true and correct at
or before the Closing, or (ii) any willful or negligent act, omission or conduct
of any officer, director or agent of American Jianye or any subsidiary or
affiliate thereof prior to the Closing, whether asserted or claimed prior to, at
or after, the Closing.  Any STCC Indemnified Party wishing to claim
indemnification under this Section 8.02, upon learning of any such claim,
action, suit, proceeding or investigation, shall notify American Jianye in
writing, but the failure to so notify shall not relieve American Jianye from any
liability that it may have under this Section 8.02, except to the extent that
such failure would materially prejudice American Jianye.

       

      


       

      SECTION 8.03

       

      INDEMNIFICATION OF EXCHANGE
AGENT

       

      


       

      STCC,
American Jianye, and Merger Sub (for the purposes of this Section 8.03, the
“Indemnitors”) agree to
indemnify the Exchange Agent and his employees and agents (collectively, the
“Indemnitees”) against,
and hold them harmless of and from, any and all loss, liability, cost, damage
and expense, including without limitation, reasonable counsel fees, which the
Indemnitees, or any of them, may suffer or incur by reason of any action, claim
or proceeding brought against the Indemnitees, or any one of them, arising out
of or relating in any way to the Exchange Agent’s service in such capacity,
unless 

       

      



       

      such
action, claim or proceeding is the result of the willful misconduct or gross
negligence of any of the Indemnitees.

       

      


       

      ARTICLE IX

       

      MISCELLANEOUS

       

      


       

      SECTION 9.01

       

      EXPENSES 

       

      


       

      Except
as contemplated by this Agreement, all costs and expenses incurred in connection
with this Agreement and the consummation of the transactions contemplated by
this Agreement shall be paid by the Party incurring such expenses.
   

       

      


       

      SECTION 9.02

       

      APPLICABLE LAW 

       

      


       

      This
Agreement shall be governed by the laws of the State of Delaware, without giving
effect to the principles of conflicts of laws thereof, as applied to agreements
entered into and to be performed in such state. 

       

      


       

      SECTION 9.03

       

      NOTICES 

       

      


       

      All
notices and other communications under this Agreement shall be in writing and
shall be deemed to have been duly given or made as follows: 

       

      


       

      (a)

       

      If
sent by reputable overnight air courier (such as Federal Express), 2 business
days after being sent; 

       

      


       

      (b)

       

      If
sent by facsimile transmission, with a copy mailed on the same day in the manner
provided in clause (a) above, when transmitted and receipt is confirmed by the
fax machine; or 

       

      


       

      (c)

       

      If
otherwise actually personally delivered, when delivered. 

       

      


       

      All
notices and other communications under this Agreement shall be sent or delivered
as follows: 

       

      


       

      If to
American Jianye, to: 

       

      


       

      Huakang
Zhou

       

      American
Jianye Ethanol Company, Inc.

       

      18
Kimberly Court

       

      East
Hanover, NJ  07936

       

      


       

      Telephone:
 973-462-8777 

       

      Facsimile:
  973-966-8870

       

      


       

      If
to STCC, to:  

       

      


       

      Jianye
Wang

       

      Standard
Commerce, Inc.

       

      c/o
American Union Securities, Inc.

       

      100
Wall Street – 15th
Floor

       

      New
York, NY 10005

       

      


       

      



       

      Telephone:
 212-232-0120

       

      Facsimile:
 212-785-5867

       

      


       

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

       

      


       

      Robert
Brantl, Esq.

       

      52
Mulligan Lane

       

      Irvington,
NY 10533

       

      Telephone:
 914-693-3026

       

      Facsimile:
  914-693-1807

       

      


       

      Each
Party may change its address by written notice in accordance with this Section.


       

      


       

      SECTION 9.04

       

       ENTIRE AGREEMENT 

       

      


       

      This
Agreement (including the documents and instruments referred to in this
Agreement) contains the entire understanding of the Parties with respect to the
subject matter contained in this Agreement, and supersedes and cancels all prior
agreements, negotiations, correspondence, undertakings and communications of the
Parties, oral or written, respecting such subject matter. 

       

      


       

      SECTION 9.05 

       

      ASSIGNMENT 

       

      


       

      Neither
this Agreement nor any of the rights, interests or obligations under this
Agreement shall be assigned by any of the Parties (whether by operation of law
or otherwise) without the prior written consent of the other Parties; provided that in no event may
the right to indemnification provided by Article VIII hereto be assigned by any
of the Parties, with or without consent, except by operation of law.
 Subject to the immediately foregoing sentence of this Section 9.05, this
Agreement will be binding upon, inure to the benefit of and be enforceable by,
the Parties and their respective successors, assigns, heirs and
representatives.

       

      


       

      SECTION 9.06 

       

      COUNTERPARTS 

       

      


       

      This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which shall be considered one and the same
agreement. 

       

      


       

      SECTION 9.07  

       

      NO THIRD PARTY BENEFICIARIES


       

      


       

      Except
as expressly provided by this Agreement, nothing herein is intended to confer
upon any person or entity not a Party to this Agreement any rights or remedies
under or by reason of this Agreement. 

       

      


       

      SECTION 9.08  

       

      RULES OF CONSTRUCTION 

       

      


       

      The
Parties agree that they have been represented by counsel during the negotiation
and execution of this Agreement and, therefore, waive the application of any
law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting such
agreement or document.

       

      


       

      


       

      


       

      



       

      IN WITNESS WHEREOF, the
Parties have duly executed this Agreement as of the date first above written.


       

      


       

      STANDARD COMMERCE, INC.

       

      


       

      


       

      By:


       

      /s/ Jianye Wang

       

      Name:


       

      Jianye
Wang

       

      Title:


       

      Chief
Executive Officer

       

      


       

      


       

      AMERICAN JIANYE ACQUISITION
CORP.

       

      


       

      


       

      By:


       

      /s/ Jianye Wang

       

      Name:


       

      Jianye Wang 

       

      Title:


       

      Chief
Executive Officer

       

      


       

      


       

      AMERICAN JIANYE ETHANOL COMPANY,
INC.

       

       

       

      


       

      By:


       

      /s/ Huakang
Zhou___________________

       

      Name:


       

      Huakang
Zhou

       

      Title:


       

      President