ex103.htm


    
      

      

    

    EXHIBIT
      10.3

    


    SHARE
      EXCHANGE AGREEMENT

    


    SHARE
      EXCHANGE AGREEMENT (this "Agreement") is made this 15th day of October 2007,
      by
      and between Universal Fog, Inc., a Delaware corporation (“UFOG”); Thomas
      Bontems, the Chief Executive Officer of UFOG (“Bontems”); Sun Xin, a citizen and
      resident of the People’s Republic of China and majority shareholder of UFOG (the
“Majority Shareholder”) and 100% owner of the share capital of China Health
      Industries Holdings Limited; China Health Industries Holdings Limited, a
      corporation organized under the laws of the Hong Kong SAR of the People’s
      Republic of China (“China Health”) and the owner of 100% of the share capital of
      Harbin Humankind Biology Technology Co. Limited; and Harbin Humankind Biology
      Technology Co. Limited, a corporation organized under the laws of the People’s
      Republic of China (“Harbin Humankind”)(China Health and Harbin Humankind being
      hereinafter referred to as the “Harbin Subsidiaries”); all of whom execute and
      deliver this Agreement, based on the following:

    


    R
      e c i t a l s

    


    WHEREAS,
      UFOG wishes to acquire one hundred percent (100%) of all of the issued and
      outstanding share capital of China Health from the Majority Shareholder in
      an
      exchange for sixty million (60,000,000) shares of common stock of UFOG in a
      transaction intended to qualify as a tax-free exchange pursuant to sections
      351
      and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

    


    WHEREAS,
      in furtherance thereof, the respective Boards of Directors of UFOG and the
      Harbin Subsidiaries, have approved the exchange, upon the terms and subject
      to
      the conditions set forth in this Agreement, pursuant to which one hundred
      percent (100%) of the share capital of China Health (the "China Health Share
      Capital”) issued and outstanding prior to the exchange, will be exchanged by the
      Majority Shareholder in the aggregate for 60,000,000 shares of common stock,
      $.0001 par value, of UFOG (the "UFOG Common Stock").

    


    WHEREAS,
      neither party is seeking tax counsel or legal or accounting opinions on whether
      the transaction qualifies for tax free treatment.

    


    A
      g r e e m e n t

    


    Based
      on
      the stated premises, which are incorporated herein by reference, and for and
      in
      consideration of the mutual covenants and agreements hereinafter set forth,
      the
      mutual benefits to the parties to be derived herefrom, and other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, it is hereby agreed as follows:

    


    ARTICLE
      I

     

    EXCHANGE
      OF SHARE CAPITAL FOR STOCK

    


    1.01
      Exchange of Share Capital for Stock. On the terms and subject to the conditions
      set forth in this Agreement, on the Closing Date (as defined in Section 1.05
      hereof), the Majority Shareholder shall assign, transfer, and deliver to UFOG,
      free and clear of all liens, pledges, encumbrances, charges, restrictions,
      or
      claims of any kind, nature, or description, the China Health Share Capital,
      and
      UFOG agrees to acquire such share capital on such date by issuing and delivering
      in exchange therefore to the Majority Shareholder the UFOG Common Stock. All
      shares of UFOG Common Stock to be issued and delivered pursuant to this
      Agreement shall be appropriately adjusted to take into account any stock split,
      stock dividend, reverse stock split, recapitalization, or similar change in
      the
      UFOG Common Stock which may occur between the date of the execution of this
      Agreement and the Closing Date.

    


    1.02
      Delivery of China Health Share Capital by the Majority Shareholder. The transfer
      of the China Health Share Capital by the Majority Shareholder shall be effected
      by the delivery to UFOG at the Closing (as set forth in Section 1.05 hereof)
      of
      an endorsement of the share capital in the name of UFOG followed by registration
      of the same in the name of UFOG with the appropriate government ministry of
      China.

    


    1.03
      Operation as Wholly-Owned Subsidiary. After giving effect to the transaction
      contemplated hereby, UFOG will own one hundred percent (100%) of all of the
      share capital of China Health and China Health will be a wholly-owned subsidiary
      of UFOG operating under the name “China Health Industries Holdings Limited”, a
      corporation organized and existing under the laws of the Hong Kong SAR of the
      People’s Republic of China.  Harbin Humankind will become a
      wholly-owned indirect subsidiary of UFOG operating under the name “Harbin
      Humankind Biology Technology Co. Limited,” a corporation organized and existing
      under the laws of the People’s Republic of China.

    


    1.04
      Further Assurances. At the Closing and from time to time thereafter, the
      Majority Shareholder shall execute such additional instruments and take such
      other action as UFOG may reasonably request, without undue cost to the Majority
      Shareholder in order to more effectively sell, transfer, and assign clear title
      and ownership in the China Health Share Capital to UFOG.

    


    1.05
      Closing and Parties. The Closing contemplated hereby shall be held at a mutually
      agreed upon time and place on or before October 31, 2007, or on another date
      to
      be agreed to in writing by the parties (the "Closing Date”). The Agreement may
      be closed at any time following approval by a majority of Board of Directors
      of
      UFOG and by a majority of the Board of Directors of the Harbin Subsidiaries
      and
      the approval of the Majority Shareholder. The Closing may be accomplished by
      wire, express mail, overnight courier, conference telephone call or as otherwise
      agreed to by the respective parties or their duly authorized
      representatives.

    


    
      
        
        

      

      
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    1.06
      Closing Events.

    


    
      	
              (a)  

            	
              UFOG
                Deliveries. Subject to fulfillment or waiver of the conditions set
                forth
                in Article IV, UFOG shall deliver to the Majority Shareholder at
                Closing
                all the following:

            


    

    


    
      	
              (i)  

            	
              A
                certificate of good standing from the Department of the Secretary
                of the
                State of  Delaware, issued as of a date within ten days prior to
                the Closing Date, certifying that UFOG is in good standing as a
                corporation in the State of
                Delaware;

            


    

    
      	
              (ii)  

            	
              Incumbency
                and specimen signature certificates dated the Closing Date with respect
                to
                the officers of UFOG executing this Agreement and any other document
                delivered pursuant hereto on behalf of
                UFOG;

            


    

    
      	
              (iii)  

            	
              Copies
                of the resolutions/consents of UFOG’s board of directors and shareholder
                minutes or consents authorizing the execution and performance of
                this
                Agreement and the contemplated transactions, certified by the secretary
                or
                an assistant secretary of UFOG as of the Closing
                Date;

            


    

    
      	
              (iv)  

            	
              The
                certificate contemplated by Section 4.01, duly executed by the chief
                executive officer of UFOG;

            


    

    
      	
              (v)  

            	
              The
                certificate contemplated by Section 4.02, dated the Closing Date,
                signed
                by the chief executive officer of
                UFOG;

            


    

    
      	
              (vi)  

            	
              Certificates
                for 60,000,000 shares of UFOG Common Stock issued in the name of
                the
                Majority Shareholder; and

            


    

    
      	
              (vii)  

            	
              In
                addition to the above deliveries, UFOG shall take all steps and actions
                as
                the Majority Shareholder may reasonably request or as may otherwise
                be
                reasonably necessary to consummate the transactions contemplated
                hereby.

            


    

    


    
      	
              (b)  

            	
              China
                Health Deliveries. Subject to fulfillment or waiver of the conditions
                set
                forth in Article V, the Harbin Subsidiaries and/or the Majority
                Shareholder shall deliver to UFOG at Closing all the
                following:

            


    

    


    
      	
              (i)  

            	
              Incumbency
                and specimen signature certificates dated the Closing Date with respect
                to
                the officers executing this Agreement and any other document delivered
                pursuant;

            


    

    
      	
              (ii)  

            	
              Copies
                of resolutions/consents of the board of directors of China Health
                authorizing the execution and performance of this Agreement and the
                contemplated transactions, certified by the secretary or an assistant
                secretary of China Health as of the Closing
                Date;

            


    

    
      	
              (iii)  

            	
              The
                certificate contemplated by Section 5.01, executed by the Majority
                Shareholder; and

            


    

    
      	
              (iv)  

            	
              The
                certificate contemplated by Section 5.02, dated the Closing Date,
                signed
                by the chief executive officer of Harbin
                Humankind.

            


    

    
      	
              (v)  

            	
              In
                addition to the above deliveries, China Health and/or the Majority
                Shareholder shall take all steps and actions as UFOG may reasonably
                request or as may otherwise be reasonably necessary to consummate
                the
                transactions contemplated hereby.

            


    

    


    1.07
      Director and Officer Resignations. At Closing, the current Board of Directors
      of
      UFOG shall appoint such director nominees as may be designated by the Majority
      Shareholder to fill vacancies on the Board of Directors of UFOG, and,
      thereafter, the current directors of UFOG shall resign. In addition, at closing
      all officers of UFOG shall tender their resignations to the Board of Directors,
      and new officers of UFOG shall be appointed by the newly appointed Board of
      Directors of UFOG. All such director and officer resignations shall be in
      compliance with the Securities Exchange Act of 1934, as amended, and pursuant
      to
      a previously filed Information Statement on Schedule 14F-1 prepared and filed
      by
      UFOG.

    


    ARTICLE
      II

     

    REPRESENTATIONS,
      COVENANTS AND WARRANTIES OF UFOG, ETC.

    


    As
      an
      inducement to, and to obtain the reliance of the Majority Shareholder and the
      Harbin Subsidiaries, UFOG and Bontems, jointly and severally, represent, promise
      and warrant as follows:

    


    2.01
      Organization. UFOG is, and will be at Closing, a corporation duly organized,
      validly existing, and in good standing under the laws of the State of Delaware
      and has the corporate power and is and will be duly authorized, qualified,
      franchised, and licensed under all applicable laws, regulations, ordinances,
      and
      orders of public authorities to own all of its properties and assets and to
      carry on its business in all material respects as it is now being conducted,
      and
      there are no other jurisdictions in which it is not so qualified in which the
      character and location of the assets owned by it or the nature of the material
      business transacted by it requires qualification, except where failure to do
      so
      would not have a material adverse effect on its business, operations,
      properties, assets or condition. The execution and delivery of this Agreement
      does not, and the consummation of the transactions contemplated by this
      Agreement in accordance with the terms hereof will not, violate any provision
      of
      UFOG’s Articles of Incorporation or Bylaws, or other agreement to which it is a
      party or by which it is bound.

    


    2.02
      Approval of Agreement; Enforceability. UFOG has full power, authority, and
      legal
      right and has taken, or will take, all action required by law, its Articles
      of
      Incorporation, Bylaws, and otherwise to execute and deliver this Agreement
      and
      to consummate the transactions herein contemplated. The board of directors
      of
      UFOG has authorized and approved the execution, delivery, and performance of
      this Agreement. This Agreement, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of UFOG and Bontems
      enforceable in accordance with its terms, except as such enforceability may
      be
      limited by general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditors’ rights and remedies.
The UFOG shareholders will not have dissenter’s rights with respect to
      any of the transactions contemplated herein.

    


    
      
        
        

      

      
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    2.03 Capitalization.
      The authorized capitalization of UFOG consists of 300,000,000 shares of common
      stock, $0.0001 par value, of which 44,694,634 shares were issued and outstanding
      as of September 10, 2007. There are 10,000,000 authorized shares of preferred
      stock, $.0001 par value, and 4,000,000 shares of convertible preferred stock
      are
      issued and outstanding. There are, and at the Closing, there will be no
      outstanding subscriptions, options, warrants, convertible securities, calls,
      rights, commitments or agreements calling for or requiring issuance or transfer,
      sale or other disposition of any shares of capital stock of the Company or
      calling for or requiring the issuance of any securities or rights convertible
      into or exchangeable (including on a contingent basis) for shares of capital
      stock. All of the outstanding shares of UFOG are duly authorized, validly
      issued, fully paid and non-assessable and not issued in violation of the
      preemptive or other right of any person.  There are no dividends due,
      to be paid or in arrears with respect to any of the capital stock of
      Company.

    


    2.04 
      Financial Statements.

    


    
      	
              (i)  

            	
              UFOG
                has previously delivered to China Health an audited balance sheet
                of UFOG
                as of December 31, 2006, and the related statements of operations,
                stockholders' equity (deficit), and cash flows for the fiscal year
                ended
                December 31, 2006, including the notes thereto, and an unaudited
                balance
                sheet of UFOG as of June 30, 2007, and the related unaudited statements
                of
                operations, stockholders’ equity (deficit), and cash flows for the fiscal
                quarter ended June 30, 2007 (collectively the “Financial Statements”) and
                the accompanying auditor’s report to the effect that such audited
                financial statements contain all adjustments (all of which are normal
                recurring adjustments) necessary to present fairly the results of
                operations and financial position for the periods and as of the dates
                indicated.

            


    

    


    
      	
              (ii)  

            	
              (ii)
                The Financial Statements of UFOG delivered pursuant to Section 2.04(i)
                have been prepared in accordance with generally accepted accounting
                principles consistently applied throughout the periods involved as
                explained in the notes to such financial statements. The UFOG Financial
                Statements present fairly, in all material respects, as of the closing
                date, the financial position of UFOG. UFOG will not have, as of the
                Closing Date, any liabilities, obligations or claims against it (absolute
                or contingent), and all assets reflected on such financial statements
                present fairly the assets of UFOG in accordance with generally accepted
                accounting principles.

            


    

    


    
      	
              (iii)  

            	
              UFOG
                has filed or will file as the Closing Date its tax returns required
                to be
                filed for its two most recent fiscal years and will pay all taxes
                due
                thereon. All such returns and reports are accurate and correct in
                all
                material respects. UFOG has no liabilities with respect to the payment
                of
                any federal, state, county, local, or other taxes (including any
                deficiencies, interest, or penalties) accrued for or applicable to
                the
                period ended on the closing date and all such dates and years and
                periods
                prior thereto and for which UFOG may at said date have been liable
                in its
                own right or as transferee of the assets of, or as successor to,
                any other
                corporation or entity, except for taxes accrued but not yet due and
                payable, and to the best knowledge of UFOG, no deficiency assessment
                or
                proposed adjustment of any such tax return is pending, proposed or
                contemplated. None of such income tax returns has been examined or
                is
                currently being examined by the Internal Revenue Service and no deficiency
                assessment or proposed adjustment of any such return is pending,
                proposed
                or contemplated. UFOG has not made any election pursuant to the provisions
                of any applicable tax laws (other than elections that relate solely
                to
                methods of accounting, depreciation, or amortization) that would
                have a
                material adverse affect on UFOG, its financial condition, its business
                as
                presently conducted or proposed to be conducted, or any of its respective
                properties or material assets. There are no outstanding agreements
                or
                waivers extending the statutory period of limitation applicable to
                any tax
                return of UFOG.

            


    

    


    2.05 
      Information. The information concerning UFOG set forth in this Agreement is
      complete and accurate in all respects and does not contain any untrue statement
      of a fact or omit to state a fact required to make the statements made, in
      light
      of the circumstances under which they were made, not misleading. UFOG shall
      cause the information delivered by it pursuant hereto to the Majority
      Shareholder to be updated after the date hereof up to and including the Closing
      Date.

    


    2.06 Absence
      of Certain Changes or Events. Except as set forth in this Agreement, since
      the
      date of the most recent UFOG balance sheet described in Section 2.04 and
      included in the information referred to in Section 2.05:

    


    
      	
              a)  

            	
              There
                has not been: (i) any adverse change in the business, operations,
                properties, level of inventory, assets, or condition of UFOG; or
                (ii) any
                damage, destruction, or loss to UFOG (whether or not covered by insurance)
                adversely affecting the business, operations, properties, assets,
                or
                conditions of UFOG;

            


    

    


    
      	
              b)  

            	
              UFOG
                has not: (i) amended its Articles of Incorporation or Bylaws; (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 of its
                capital
                stock; (iii) waived any rights of value which in the aggregate are
                extraordinary or material considering the business of UFOG; (iv)
                made any
                material change in its method of management, operation, or accounting;
                (v)
                entered into any other material transactions; (vi) made any accrual
                or
                arrangement for or payment of bonuses or special compensation of
                any kind
                or any severance or termination pay to any present or former officer
                or
                employee; (vii) increased the rate of compensation payable or to
                become
                payable by it to any of its officers or directors or any of its employees
                whose monthly compensation exceeds $1,000; or (viii) made any increase
                in
                any profit-sharing, bonus, deferred compensation, insurance, pension,
                retirement, or other employee benefit plan, payment, or arrangement
                made
                to, for, or with its officers, directors, or
                employees;

            


    

    


    
      	
              c)  

            	
              UFOG
                has not: (i) granted or agreed to grant any options, warrants, or
                other
                rights for its stocks, bonds, or other corporate securities calling
                for
                the issuance thereof; (ii) 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; (iii) paid any material obligation or liability
                (absolute or contingent) other than current liabilities reflected
                in or
                shown on the most recent UFOG balance sheet and current liabilities
                incurred since that date in the ordinary course of business; (iv)
                sold or
                transferred, or agreed to sell or transfer, any of its material assets,
                properties, or rights (except assets, properties, or rights not used
                or
                useful in its business which, in the aggregate have a value of less
                than
                $5,000 or canceled, or agreed to cancel, any debts or claims (except
                debts
                and claims which in the aggregate are of a value of less than $5,000);
                (v)
                made or permitted any amendment or termination of any contract, agreement,
                or license to which it is a party if such amendment or termination
                is
                material, considering the business of UFOG; or (vi) issued, delivered,
                or
                agreed to issue or deliver any stock, bonds, or other corporate securities
                including debentures (whether authorized and unissued or held as
                treasury
                stock); and

            


    

    


    
      	
              d)  

            	
              UFOG
                has not become subject to any law, order, investigation, inquiry,
                grievance or regulation which materially and adversely affects, or
                in the
                future would be reasonably expected to adversely affect, the business,
                operations, properties, assets, or condition of
                UFOG.

            


    

     

    
      
        
        

      

      
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    2.07 
      Litigation and Proceedings. There are no material actions, suits, claims, or
      administrative or other proceedings pending, asserted or unasserted, threatened
      by or against UFOG or adversely affecting UFOG or its properties, at law or
      in
      equity, before any court or other governmental agency or instrumentality,
      domestic or foreign, or before any arbitrator of any kind. UFOG is not in
      default of any judgment, order, writ, injunction, decree, award, rule, or
      regulation of any court, arbitrator, or governmental agency or
      instrumentality.

    


    2.08 
      Compliance With Laws; Government Authorization.

    


    
      	
              a)  

            	
              UFOG
                and its officers and directors have complied with all federal, state,
                county and local laws, ordinances, regulations, inspections, orders,
                judgments, injunctions, awards or decrees applicable to it or its
                business, including federal and state securities laws. UFOG and its
                officers, directors and beneficial owners are not under investigation
                by
                any federal, state, county or local authorities, including the Commission.
                UFOG and its officers, directors and beneficial owners have not received
                notification from any federal, state, county, or local authorities,
                including the Commission, that it or any of its officers or directors
                will
                be the subject of a legal action or that the Commission’s Division of
                Enforcement will be recommending to the Commission that a Federal
                District
                Court or Commission administrative action or any other action be
                filed or
                taken against UFOG and its officers, directors and beneficial
                owners.

            


    

    


    
      	
              b)  

            	
              UFOG
                has all licenses, franchises, permits, and other governmental
                authorizations that are legally required to enable it to conduct
                its
                business in all material respects as conducted on the date of this
                Agreement. No authorization, approval, consent, or order of, or
                registration, declaration, or filing with, any court or other governmental
                body is required in connection with the execution and delivery by
                UFOG of
                this Agreement and the consummation by UFOG  of the transactions
                contemplated hereby.

            


    

    


    2.09 
      Securities and Exchange Commission Compliance of UFOG.  UFOG has a
      class of securities registered pursuant to Section 12 of the Securities Exchange
      Act of 1934, as amended (“Exchange Act”) and has complied in all respects with
      Rule 14(a) and 14(c) of the Exchange Act, and with Sections 13 and 15(d) of
      the
      Exchange Act, and UFOG, its management and beneficial owners have complied
      in
      all respects with Sections 13(d) and 16(a) of the Exchange Act.

    


    2.10 
      Contract Defaults. UFOG is not in default under the terms of any outstanding
      contract, agreement, lease, or other commitment, and there is no event of
      default or other event which, with notice or lapse of time or both, would
      constitute a default in any respect under any such contract, agreement, lease,
      or other commitment.

    


    2.11 
      No Conflict With Other Instruments. The execution of this Agreement and the
      consummation of the transactions contemplated by this Agreement will not result
      in the breach of any term or provision of, or constitute an event of default
      under, any material indenture, mortgage, deed of trust, or other material
      contract, agreement, or instrument to which UFOG is a party or to which any
      of
      its properties or operations are subject.

    


    2.12 
      Subsidiary. UFOG beneficially owns all of the outstanding capital stock of
      Universal Fog, Inc., an Arizona corporation, and it does not own either
      beneficially or of record any equity interest in any other company. UFOG does
      not have a predecessor as that term is defined under generally accepted
      accounting principles or Regulation S-X promulgated by the Securities and
      Exchange Commission.

    


    2.13 
      UFOG Documents. UFOG has delivered to the Majority Shareholder copies of the
      following documents, which are collectively referred to as the "UFOG Documents"
      and which consist of the following dated as of the date of execution of this
      Agreement, all certified by a duly authorized officer of UFOG as complete,
      true,
      and accurate:

    


    
      	
              a)  

            	
              A
                copy of the Articles of Incorporation and Bylaws of UFOG in effect
                as of
                the date of this Agreement;

            


    

    


    
      	
              b)  

            	
              A
                copy of resolutions adopted by the board of directors of UFOG approving
                this Agreement and the transactions herein
                contemplated;

            


    

    


    
      	
              c)  

            	
              A
                document setting forth a description of any material adverse change
                in the
                business, operations, property, inventory, assets, or condition of
                UFOG
                since the most recent UFOG balance sheet required to be provided
                pursuant
                to Section 2.04 hereof, updated to the Closing
                Date;

            


    

    


    2.14 
      Quotation on the OTC Bulletin Board. UFOG’s Common Stock is quoted in good
      standing on the OTC Bulletin Board under the symbol “UFOG” and UFOG will retain
      such quotation and standing on the OTC Bulletin Board until the Closing of
      the
      transactions contemplated herein, without a penalty such as receipt of an “E” or
      otherwise being penalized by NASD or the OTCBB.

    


    2.15 
      Delivery of Shareholder List.  Upon execution of this agreement, UFOG
      shall deliver a certified shareholder list from its transfer agent setting
      forth
      the name of each UFOG shareholder, the number of shares held by each, dated
      as
      of a date within fifteen days of closing and whether such shares held are
      restricted securities. In connection therewith, UFOG represents that none of
      its
      shareholders are nominees for any other person.

    


    2.16 
Liabilities,
      Indebtedness, etc. As of the Closing Date, UFOG shall not have any liabilities
      or indebtedness as such terms are defined by Generally Accepted Accounting
      Principles.

    


    
      
        
        

      

      
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    ARTICLE
      III

     

    REPRESENTATIONS,
      COVENANTS, WARRANTIES OF THE MAJORITY SHAREHOLDER AND THE HARBIN
      SUBSIDIARIES

    


    As
      an
      inducement to, and to obtain the reliance of UFOG, the Majority Shareholder
      and
      the Harbin Subsidiaries, jointly and severally, represent and warrant as
      follows:

    


    3.01 
      Organization. China Health is, and will be on the Closing Date, a corporation
      duly organized and validly existing under the laws of the Hong Kong SAR of
      the
      People’s Republic of China, and has the corporate power and is and will be duly
      authorized, qualified, franchised, and licensed under all applicable laws,
      regulations, ordinances, and orders of public authorities to own all of its
      properties and assets and to carry on its business in all material respects
      as
      it is now being conducted, and there are no other jurisdictions in which it
      is
      not so qualified in which the character and location of the assets owned by
      it
      or the nature of the material business transacted by it requires qualification,
      except where failure to do so would not have a material adverse effect on its
      business, operations, properties, assets or condition of China Health. The
      execution and delivery of this Agreement does not, and the consummation of
      the
      transactions contemplated by this Agreement in accordance with the terms hereof
      will not, violate any provision of China Health’s constituent documents, or
      other material agreement to which it is a party or by which it is bound, nor
      will they violate any laws, rules or policies of the government of the Hong
      Kong
      SAR of the People’s Republic of China.

    


    3.02 
      Approval of Agreement; Enforceability. China Health has full power, authority,
      and legal right and has taken, or will take, all action required by law, its
      constituent documents, or otherwise to execute and deliver this Agreement and
      to
      consummate the transactions herein contemplated. The board of directors of
      China
      Health has authorized and approved the execution, delivery, and performance
      of
      this Agreement and the transactions contemplated hereby, subject to the approval
      of the Majority Shareholder, which has been obtained, and compliance with any
      laws, rules or policies of the government of the Hong Kong SAR of the People’s
      Republic of China. This Agreement, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Majority
      Shareholder and the Harbin Subsidiaries enforceable in accordance with its
      terms, except as such enforceability may be limited by general principles of
      equity or applicable bankruptcy, insolvency, reorganization, moratorium,
      liquidation or similar laws relating to, or affecting generally, the enforcement
      of creditors’ rights and remedies.

    


    3.03 
      Capitalization. The issued and outstanding share capital of China Health
      consists of 1,280 USD as of July 31, 2007. Such share capital is validly issued,
      fully paid, and nonassessable.

    


    3.04 
      Financial Statements.

    


    
      	
              a)  

            	
              Harbin
                Humankind has previously delivered to UFOG a copy of an audited balance
                sheet of Harbin Humankind as of June 30, 2007 and the related audited
                statements of operations, cash flows, and share capital for the years
                ended June 30, 2007 and 2006, including the notes thereto to the
                effect
                that such financial statements contain all adjustments (all of which
                are
                normal recurring adjustments) necessary to present fairly the results
                of
                operations and financial position for the periods and as of the dates
                indicated.

            


    

    


    China
      Health has previously delivered to UFOG a copy of an audited balance sheet
      of
      China Health as of July 31, 2007 and the related audited statements of
      operations, cash flows, and share capital for the period from July 20, 2007
      (Inception) through July 31, 2007, including the notes thereto to the effect
      that such financial statements contain all adjustments (all of which are normal
      recurring adjustments) necessary to present fairly the results of operations
      and
      financial position for the periods and as of the dates indicated.

    


    
      	
              b)  

            	
              The
                audited financial statements delivered pursuant to Section 3.04(a)
                have
                been prepared in accordance with generally accepted accounting principles
                consistently applied in the United States, throughout the periods
                involved. The financial statements of Harbin Humankind and China
                Health,
                respectively, present fairly, as of their respective dates, the financial
                position of Harbin Humankind and China Health, respectively. Harbin
                Humankind and China Health, respectively, did not have, as of the
                date of
                any such balance sheets, except as and to the extent reflected or
                reserved
                against therein, any liabilities or obligations (absolute or contingent)
                which should be reflected in any financial statements or the notes
                thereto
                prepared in accordance with generally accepted accounting principles
                in
                the United States, and all assets reflected therein present fairly
                the
                assets of Harbin Humankind and China Health, respectively, in accordance
                with generally accepted accounting principles in the United States.
                The
                statements of revenue and expenses and cash flows present fairly
                the
                financial position and results of operations of Harbin Humankind
                and China
                Health, respectively, as of their respective dates and for the respective
                periods covered thereby.

            


    

    


    3.05 
      Outstanding Warrants and Options. China Health has no issued warrants or
      options, calls, or commitments of any nature relating to the China Health Share
      Capital, except as previously disclosed in writing to UFOG.

    


    3.06 
      Information. The information concerning the Harbin Subsidiaries set forth in
      this Agreement is complete and accurate in all material respects and does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to make the statements made, in light of the circumstances under which
      they were made, not misleading. The Harbin Subsidiaries shall cause the
      information required to be delivered by them pursuant to this Agreement to
      UFOG
      to be updated after the date hereof up to and including the Closing
      Date.

    


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

     

    3.07 
      Absence of Certain Changes or Events. Except as set forth in this Agreement,
      since the date of the most recent Harbin Humankind balance sheet described
      in
      Section 3.04 and included in the information referred to in Section
      3.06:

    


    
      	
              a)  

            	
              There
                has not been: (i) any material adverse change in the business, operations,
                properties, level of inventory, assets, or condition of Harbin Humankind;
                or (ii) any damage, destruction, or loss to Harbin Humankind materially
                and adversely affecting the business, operations, properties, assets,
                or
                conditions of Harbin Humankind;

            


    

    


    
      	
              b)  

            	
              Harbin
                Humankind has not: (i) amended its constituent documents; (ii) declared
                or
                made, or agreed to declare or make, any payment of dividends or
                distributions of any assets of any kind whatsoever to holders of
                share
                capital or purchased or redeemed, or agreed to purchase or redeem,
                any of
                its share capital; (iii) waived any rights of value which in the
                aggregate
                are extraordinary and material considering the business of Harbin
                Humankind; (iv) made any material change in its method of accounting;
                (v)
                entered into any other material transactions other than those contemplated
                by this Agreement; (vi) made any material accrual or material arrangement
                for or payment of bonuses or special compensation of any kind or
                any
                severance or termination pay to any present or former officer or
                employee;
                or (vii) made any material increase in any profit-sharing, bonus,
                deferred
                compensation, insurance, pension, retirement, or other employee benefit
                plan, payment, or arrangement made to, for, or with their officers,
                directors, or employees;

            


    

    


    
      	
              c)  

            	
              Harbin
                Humankind has not (i) granted or agreed to grant any options, warrants,
                or
                other rights for its share capital, bonds, or other corporate securities
                calling for the issuance thereof, except as previously disclosed
                in
                writing to UFOG; (ii) 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; (iii) paid any material obligation or liability (absolute
                or
                contingent) other than current liabilities reflected in or shown
                on the
                most recent Harbin Humankind balance sheet and current liabilities
                incurred since that date in the ordinary course of business; (iv)
                sold or
                transferred, or agreed to sell or transfer, any of its material assets,
                properties, or rights, or agreed to cancel any material debts or
                claims;
                (v) made or permitted any amendment or termination of any contract,
                agreement, or license to which it is a party if such amendment or
                termination is material, considering the business of Harbin Humankind;
                or
                (vi) issued, delivered, or agreed to issue or deliver any share capital,
                bonds, or other corporate securities including debentures (whether
                authorized and unissued or held as treasury stock);
                and

            


    

    


    
      	
              d)  

            	
              To
                the best knowledge of Harbin Humankind, it has not become subject
                to any
                law or regulation which materially and adversely affects, or in the
                future
                would be reasonably expected to adversely affect, the business,
                operations, properties, assets, or condition of Harbin
                Humankind.

            


    

    


    3.08 
      Litigation and Proceedings. There are no material actions, suits, or proceedings
      pending or, to the knowledge of Harbin Humankind, threatened by or against
      Harbin Humankind or adversely affecting Harbin Humankind, at law or in equity,
      before any court or other governmental agency or instrumentality, domestic
      or
      foreign, or before any arbitrator of any kind.  Harbin Humankind does
      not have any knowledge of any default on its part with respect to any judgment,
      order, writ, injunction, decree, award, rule, or regulation of any court,
      arbitrator, or governmental agency or instrumentality.

    


    3.09 
      Material Contract Defaults. Harbin Humankind is not in default in any material
      respect under the terms of any outstanding contract, agreement, lease, or other
      commitment which is material to the business, operations, properties, assets,
      or
      condition of Harbin Humankind, and there is no event of default or other event
      which, with notice or lapse of time or both, would constitute a default in
      any
      material respect under any such contract, agreement, lease, or other commitment
      in respect of which Harbin Humankind has not taken adequate steps to prevent
      such a default from occurring.

    


    3.10 
      No Conflict With Other Instruments. The execution of this Agreement and the
      consummation of the transactions contemplated by this Agreement will not result
      in the breach of any term or provision of, or constitute an event of default
      under, any material indenture, mortgage, deed of trust or other material
      contract, agreement, or instrument to which Harbin Humankind is a party or
      to
      which any of its properties or operations are subject.

    


    3.11 
      Governmental Authorizations. Harbin Humankind has all licenses, franchises,
      permits, and other governmental authorizations that are legally required to
      enable it to conduct its business in all material respects as conducted on
      the
      date of this Agreement.  No authorization, approval, consent, or order
      of, or registration, declaration, or filing with, any court or other
      governmental body is required in connection with the execution and delivery
      by
      Harbin Humankind of this Agreement and the consummation by Harbin Humankind
      of
      the transactions contemplated hereby.

    


    3.12 
      Compliance With Laws and Regulations. Harbin Humankind has complied with all
      applicable statutes and regulations of any governmental entity or agency thereof
      having jurisdiction over Harbin Humankind, except to the extent that
      noncompliance would not materially and adversely affect the business,
      operations, properties, assets, or condition of Harbin Humankind or except
      to
      the extent that noncompliance would not result in the occurrence of any material
      liability for Harbin Humankind.  The consummation of this transaction
      will comply with all applicable laws, rules and policies of the government
      of
      the People’s Republic of China.

    


    3.13  Subsidiaries.
      Harbin Humankind does not own beneficially or of record equity securities in
      any
      subsidiary that has not been previously disclosed to UFOG.

    


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

     

    3.14 
      Harbin Humankind Documents. Harbin Humankind has delivered to UFOG the following
      documents, which are collectively referred to as the "Harbin Humankind
      Documents" and which consist of the following dated as of the date of execution
      of this Agreement, all certified by the Chief Executive Officer of Harbin
      Humankind as complete, true, and accurate:

    


    
      	
              a)  

            	
              A
                copy of all of Harbin Humankind’s constituent documents and all amendments
                thereto in effect as of the date of this
                Agreement;

            


    

    


    
      	
              b)  

            	
              Copies
                of resolutions adopted by the board of directors of Harbin Humankind
                approving this Agreement and the transactions herein
                contemplated;

            


    

    


    
      	
              c)  

            	
              A
                document setting forth a description of any material adverse change
                in the
                business, operations, property, inventory, assets, or condition of
                Harbin
                Humankind since the most recent Harbin Humankind balance sheet required
                to
                be provided pursuant to Section 3.04 hereof, updated to the Closing
                Date;

            


    

    


    ARTICLE
      IV

     

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE MAJORITY SHAREHOLDER AND THE HARBIN
      SUBSIDIARIES

    


    The
      obligations of the Majority Shareholder and the Harbin Subsidiaries under this
      Agreement are subject to the satisfaction or waiver, at or before the Closing
      Date, of the following conditions:

    


    4.01 
      Accuracy of Representations. The representations and warranties made by UFOG
      in
      this Agreement were true when made and shall be true at the Closing Date with
      the same force and effect as if such representations and warranties were made
      at
      and as of the Closing Date, and UFOG shall have performed or complied with
      all
      covenants and conditions required by this Agreement to be performed or complied
      with by UFOG prior to or at the Closing.  The Majority Shareholder
      shall be furnished with a certificate, signed by a duly authorized officer
      of
      UFOG and dated the Closing Date, to the foregoing effect.

    


    4.02 
      Officer's Certificate. The Majority Shareholder shall have been furnished with
      a
      certificate dated the Closing Date and signed by the duly authorized Chief
      Executive Officer of UFOG to the effect that to such officer's best knowledge
      no
      litigation, proceeding, investigation, or inquiry is pending or, to the best
      knowledge of UFOG threatened, which might result in an action to enjoin or
      prevent the consummation of the transactions contemplated by this Agreement.
      Furthermore, based on a certificate of good standing, and UFOG’s own documents
      and information, the certificate shall represent, to the best knowledge of
      the
      officer, that:

    


    
      	
              a)  

            	
              This
                Agreement has been duly approved by UFOG’s board of directors and has been
                duly executed and delivered in the name and on behalf of UFOG by
                its duly
                authorized officer pursuant to, and in compliance with, authority
                granted
                by the board of directors of UFOG pursuant to a majority
                consent;

            


    

    


    
      	
              b)  

            	
              There
                have been no adverse changes in UFOG up to and including the date
                of the
                certificate;

            


    

    


    
      	
              c)  

            	
              All
                conditions required by this Agreement have been met, satisfied, or
                performed by UFOG;

            


    

    


    
      	
              d)  

            	
              All
                authorizations, consents, approvals, registrations, reports, schedules
                and/or filings with any governmental body including the Securities
                and
                Exchange Commission, agency, or court have been obtained or will
                be
                obtained by UFOG and all of the documents obtained by UFOG are in
                full
                force and effect or, if not required to have been obtained, will
                be in
                full force and effect by such time as may be required;
                and

            


    

    


    
      	
              e)  

            	
              There
                is no claim action, suit, proceeding, inquiry, or investigation at
                law or
                in equity by any public board or body pending or threatened against
                UFOG,
                wherein an unfavorable decision, ruling, or finding could have an
                adverse
                effect on the financial condition of UFOG, the operation of UFOG,
                or the
                transactions contemplated herein, or any agreement or instrument
                by which
                UFOG is bound or in any way contests the existence of
                UFOG.

            


    

    


    4.03 
      No Litigation. As of the Closing, there shall not be pending any litigation
      to
      which UFOG, the Majority Shareholder, or the Harbin Subsidiaries is a party
      and
      which is reasonably likely to have a material adverse effect on the business
      of
      UFOG or the contemplated transactions.

    


    4.04 
      Results of Due Diligence Investigation. The Majority Shareholder shall be
      satisfied with the results of his due diligence investigation of UFOG, in his
      sole discretion.

    


    4.05 
      UFOG Shall Have No Liabilities as of Closing. As of the Closing, UFOG shall
      have
      no liabilities as such term is defined by U.S. generally accepted accounting
      principles.

    


    4.06 
      UFOG’s Outstanding Capital Stock at Closing. As of the Closing, the total
      outstanding capital stock of UFOG shall consist of 62,234,732 shares of common
      stock, after giving effect to the 60,000,000 share issuance contemplated hereby,
      and there shall be no options, warrants, employee compensation or other rights
      to issue common stock or preferred stock issued or outstanding.

    


    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

     

    4.07 
      UFOG Shall Have Filed and Mailed a Schedule 14F-1. UFOG shall have filed with
      the Commission and mailed to its shareholders of record an Information Statement
      on Schedule 14F-1, and ten days shall have passed since the date on which it
      was
      mailed to shareholders of record.

    


    4.08 
      Consummation of the 1:20 Reverse Stock Split. Prior to the Closing, the 1:20
      Reverse Stock Split shall have been consummated by filing an Information
      Statement on Schedule 14C which shall have been filed and mailed to shareholders
      of record, and twenty (20) days thereafter shall have elapsed.

    


    4.09 
      No Material Adverse Change. There shall not be any change in, or effect on,
      either of Harbin Humankind’s or UFOG’s assets, financial condition, operating
      results, customer and employee relations, or business prospects or the financial
      statements previously supplied by Harbin Humankind or UFOG which is, or may
      reasonably be expected to be, materially adverse to the business, operations
      (as
      now conducted), assets, prospects or condition (financial or otherwise), of
      Harbin Humankind or UFOG or to the contemplated transactions.

    


    4.10 
      UFOG’s Over-The-Counter Bulletin Board Quotation. As of the Closing, the common
      stock of UFOG shall be quoted on NASD’s Over-The-Counter Bulletin Board, and
      shall be in good standing without an “E” or any other penalty being imposed by
      NASD or the OTCBB.

    


    4.11 
      Good Standing. The Majority Shareholder shall have received a certificate of
      good standing from the appropriate authority, dated as of the date within five
      days prior to the Closing Date, certifying that UFOG is in good standing as
      a
      corporation in the State of Delaware.

    


    4.12 
      Other Items. The Majority Shareholder shall have received from UFOG such other
      documents, legal opinions, certificates, or instruments relating to the
      transactions contemplated hereby as the Majority Shareholder may reasonably
      request.

    


    ARTICLE
      V

     

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF UFOG

    


    The
      obligations of UFOG under this Agreement are subject to the satisfaction, at
      or
      before the Closing Date, of the following conditions:

    


    5.01 
      Accuracy of Representations. The representations and warranties made by the
      Majority Shareholder and the Harbin Subsidiaries in this Agreement were true
      when made and shall be true at the Closing Date with the same force and affect
      as if such representations and warranties were made at and as of the Closing
      Date (except for changes therein permitted by this Agreement), and the Majority
      Shareholder and/or the Harbin Subsidiaries shall have performed or complied
      with
      all covenants and conditions required by this Agreement to be performed or
      complied with by them prior to or at the Closing. UFOG shall be furnished with
      a
      certificate, signed by the Majority Shareholder and dated the Closing Date,
      to
      the foregoing effect.

    


    5.02 
      Officer's Certificate. UFOG shall have been furnished with a certificate dated
      the Closing Date and signed by the duly authorized Chief Executive Officer
      of
      Harbin Humankind to the effect that no litigation, proceeding, investigation,
      or
      inquiry is pending or, to the best knowledge of Harbin Humankind, threatened,
      which might result in an action to enjoin or prevent the consummation of the
      transactions contemplated by this Agreement.  Furthermore, based on
      Harbin Humankind’s own documents, the certificate shall represent, to the best
      knowledge of the officer, that:

    


    
      	
              a)  

            	
              This
                agreement has been duly approved by Harbin Humankind’s board of directors
                and stockholders and has been duly executed and delivered in the
                name and
                on behalf of Harbin Humankind by its duly authorized officer pursuant
                to,
                and in compliance with, authority granted by the board of directors
                of
                Harbin Humankind;

            


    

    


    
      	
              b)  

            	
              Except
                as provided or permitted herein, there have been no material adverse
                changes in Harbin Humankind up to and including the date of the
                certificate;

            


    

    


    
      	
              c)  

            	
              All
                material conditions required by this Agreement have been met, satisfied,
                or performed by Harbin Humankind and/or the Majority
                Shareholder;

            


    

    


    
      	
              d)  

            	
              All
                authorizations, consents, approvals, registrations, and/or filings
                with
                any governmental body, agency, or court required in connection with
                the
                execution and delivery of the documents by Harbin Humankind and/or
                the
                Majority Shareholder have been obtained and are in full force and
                effect
                or, if not required to have been obtained will be in full force and
                effect
                by such time as may be required;
                and

            


    

    


    
      	
              e)  

            	
              There
                is no material action, suit, proceeding, inquiry, or investigation
                at law
                or in equity by any public board or body pending or threatened against
                Harbin Humankind, wherein an unfavorable decision, ruling, or finding
                would have a material adverse affect on the financial condition of
                Harbin
                Humankind, the operation of Harbin Humankind, for the transactions
                contemplated herein, or any material agreement or instrument by which
                Harbin Humankind is bound or would in any way contest the existence
                of
                Harbin Humankind.

            


    

    


    5.03 
      No Litigation. As of the Closing, there shall not be pending any litigation
      to
      which UFOG, any of the Majority Shareholder or the Harbin Subsidiaries is a
      party and which is reasonably likely to have a material adverse effect on the
      business of Harbin Humankind or the contemplated transactions.

    


    5.04 
      Results of Due Diligence Investigation. UFOG shall be satisfied with the results
      of its due diligence investigation of Harbin Humankind, in its sole
      discretion.

    


    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

     

    5.05 
      No Material Adverse Change. There shall not be any change in, or effect on,
      Harbin Humankind’s or UFOG’s assets, financial condition, operating results,
      customer and employee relations, or business prospects or the financial
      statements previously supplied by Harbin Humankind or UFOG which is, or may
      reasonably be expected to be, materially adverse to the business, operations
      (as
      now conducted), assets, prospects or condition (financial or otherwise), of
      the
      Majority Shareholder or the Harbin Subsidiaries or to the contemplated
      transactions.

    


    5.06 
Consummation
      of the 1:20 Reverse Stock Split. Prior to the Closing, the 1:20 Reverse Stock
      Split shall have been consummated by filing an Information Statement on Schedule
      14C which shall have been filed and mailed to shareholders of record, and twenty
      (20) days thereafter shall have elapsed.

    


    5.07 
      Other Items. UFOG shall have received from the Majority Shareholder and/or
      the
      Harbin Subsidiaries such other documents, legal opinions, certificates, or
      instruments relating to the transactions contemplated hereby as UFOG may
      reasonably request.

    


    ARTICLE
      VI

     

    SPECIAL
      COVENANTS

    


    6.01 
      Activities of UFOG and Harbin Humankind

    


    
      	
              a)  

            	
              From
                and after the date of this Agreement until the Closing Date and except
                as
                set forth in the respective documents to be delivered by UFOG and
                Harbin
                Humankind pursuant hereto or as permitted or contemplated by this
                Agreement, UFOG and Harbin Humankind will
                each:

            


    

    


    
      	
              i  

            	
              Carry
                on its business in substantially the same manner as it has
                heretofore;

            


    

    
      	
              ii  

            	
              Maintain
                in full force and effect insurance, if any, comparable in amount
                and in
                scope of coverage to that now maintained by
                it;

            


    

    
      	
              iii  

            	
              Perform
                in all material respects all of its obligations under material contracts,
                leases, and instruments relating to or affecting its assets, properties,
                and business;

            


    

    
      	
              iv  

            	
              Use
                its best efforts to maintain and preserve its business organization
                intact, to retain its key employees, and to maintain its relationships
                with its material suppliers and
                customers;

            


    

    
      	
              v  

            	
              Duly
                and timely file for all taxable periods ending on or prior to the
                Closing
                Date all tax returns required to be filed by or on behalf of such
                entity
                or for which such entity may be held responsible and shall pay, or
                cause
                to pay, all taxes required to be shown as due and payable on such
                returns,
                as well as all installments of tax due and payable during the period
                commencing on the date of this Agreement and ending on the Closing
                Date;
                and

            


    

    
      	
              vi  

            	
              Fully
                comply with and perform in all material respects all obligations
                and
                duties imposed on it by all laws and all rules, regulations, and
                orders
                imposed by governmental
                authorities.

            


    

    


    
      	
              b)  

            	
              From
                and after the date of this Agreement and except as provided herein
                until
                the Closing Date, UFOG and Harbin Humankind will each
                not:

            


    

    


    
      	
              i  

            	
              Make
                any change in its Articles of Incorporation, Bylaws or constituent
                documents;

            


    

    
      	
              ii  

            	
              Enter
                into or amend any material contract, agreement, or other instrument
                of any
                of the types described in such party's documents, except that a party
                may
                enter into or amend any contract, agreement, or other instrument
                in the
                ordinary course of business; and

            


    

    
      	
              iii  

            	
              Enter
                into any agreement for the sale of UFOG securities or a merger or
                sale of
                substantially all of the assets of UFOG without the prior written
                approval
                of Harbin Humankind. The provisions governing such exclusivity are
                set
                forth in that certain Letter of Intent dated August 6, 2007, between
                Harbin Humankind and UFOG (the “Letter of
                Intent”).

            


    

    


    6.02 
      Access to Properties and Records. Until the Closing Date, Harbin Humankind
      and
      UFOG will afford to the other party's officers and authorized representatives
      and attorneys full access to the properties, books, and records of the other
      party in order that each party may have full opportunity to make such reasonable
      investigation as it shall desire to make of the affairs of Harbin Humankind
      or
      UFOG and will furnish the other party with such additional financial and other
      information as to the business and properties of Harbin Humankind or UFOG as
      each party shall from time to time reasonably request. Additional provisions
      governing such business review are set forth in paragraph 5 of the Letter of
      Intent.

    


    6.03 
      Indemnification by Harbin Humankind and the Majority Shareholder.

    


    
      	
              a.  

            	
              Harbin
                Humankind will indemnify and hold harmless UFOG and its directors
                and
                officers, and each person, if any, who controls UFOG within the meaning
                of
                the Securities Act from and against any and all losses, claims, damages,
                expenses, liabilities, or other actions to which any of them may
                become
                subject under applicable law (including the Securities Act and the
                Securities Exchange Act) and will reimburse them for any legal or
                other
                expenses reasonably incurred by them in connection with investigating
                or
                defending any claims or actions, whether or not resulting in liability,
                insofar as such losses, claims, damages, expenses, liabilities, or
                actions
                arise out of or are based upon: (i) any untrue statement or alleged
                untrue
                statement of a material fact contained in any of the representations,
                covenants and warranties set forth herein; or (ii) the breach of
                any
                covenant or agreement set forth herein. The indemnity set forth herein
                shall survive the consummation of the transactions herein for a period
                of
                one year.

            


    

    


    
      	
              b.  

            	
              The
                Majority Shareholder will indemnify and hold harmless UFOG, its directors
                and officers, and each person, if any, who controls UFOG within the
                meaning of the Securities Act from and against any and all losses,
                claims,
                damages, expenses, liabilities, or other actions to which any of
                them may
                become subject under applicable law (including the Securities Act
                and the
                Securities Exchange Act) and will reimburse them for any legal or
                other
                expenses reasonably incurred by them in connection with investigating
                or
                defending any claims or actions, whether or not resulting in liability,
                insofar as such losses, claims, damages, expenses, liabilities, or
                actions
                arise out of or are based upon: (i) any untrue statement or alleged
                untrue
                statement of a material fact contained in any of the representations,
                covenants and warranties set forth herein; or (ii) the breach of
                any
                covenant or agreement set forth herein. The indemnity set forth herein
                shall survive the consummation of the transactions herein for a period
                of
                one year.

            


    

     

    
      
        
        

      

      
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    6.04 
      Indemnification by UFOG and Bontems.

    


    
      	
              a.  

            	
              UFOG
                will indemnify and hold harmless Harbin Humankind, the Majority
                Shareholder, and Harbin Humankind’s directors and officers, and each
                person, if any, who controls Harbin Humankind within the meaning
                of the
                Securities Act from and against any and all losses, claims, damages,
                expenses, liabilities, or actions to which any of them may become
                subject
                under applicable law (including the Securities Act and the Securities
                Exchange Act) and will reimburse them for any legal or other expenses
                reasonably incurred by them in connection with investigating or defending
                any claims or actions, whether or not resulting in liability, insofar
                as
                such losses, claims, damages, expenses, liabilities, or actions arise
                out
                of or are based upon:  (i) any untrue statement or alleged
                untrue statement of a material fact contained in any of the
                representations, covenants and warranties set forth herein; or (ii)
                the
                breach of any covenant or agreement set forth herein. The indemnity
                set
                forth herein shall survive the consummation of the transactions herein
                for
                a period of one year.

            


    

    


    
      	
              b.  

            	
              Bontems
                will indemnify and hold harmless Harbin Humankind, the Majority
                Shareholder,  and Harbin Humankind’s directors and officers, and
                each person, if any, who controls Harbin Humankind within the meaning
                of
                the Securities Act from and against any and all losses, claims, damages,
                expenses, liabilities, or other actions to which any of them may
                become
                subject under applicable law (including the Securities Act and the
                Securities Exchange Act) and will reimburse them for any legal or
                other
                expenses reasonably incurred by them in connection with investigating
                or
                defending any claims or actions, whether or not resulting in liability,
                insofar as such losses, claims, damages, expenses, liabilities, or
                actions
                arise out of or are based upon: (i) any untrue statement or alleged
                untrue
                statement of a material fact contained in any of the representations,
                covenants and warranties set forth herein; or (ii) the breach of
                any
                covenant or agreement set forth herein. The indemnity set forth herein
                shall survive the consummation of the transactions herein for a period
                of
                one year.

            


    

    


    6.05 
      The Issuance of UFOG Common Stock. UFOG and the Majority Shareholder understand
      and agree that the consummation of this Agreement, including the issuance of
      the
      UFOG Common Stock to the Majority Shareholder as contemplated hereby,
      constitutes the offer and sale of securities under the Securities Act and
      applicable state statutes. UFOG and the Majority Shareholder agree that such
      transactions shall be consummated in reliance on an exemption from registration
      pursuant to the Securities Act of 1933, as amended (the “Act”), provided by
      Regulation S. Such exemption is based on the following representations,
      warranties and covenants made by the Majority Shareholder.

    


    
      	
              a)  

            	
              Regulation
                S Representations, Warranties and
                Covenants.

            


    

    


    The
      Majority Shareholder represents and warrants to, and covenants with, UFOG as
      follows:

    


    
      	
              (1)  

            	
              The
                Majority Shareholder is not a U.S. person and is not acquiring the
                shares
                of common stock of UFOG for the account or for the benefit of any
                U.S.
                person and is not a U.S. person who purchased the shares of common
                stock
                in a transaction that did not require registration under the
                Act.

            


    

    
      	
              (2)  

            	
              The
                Majority Shareholder agrees to resell such common stock only in accordance
                with the provisions of Regulation S, pursuant to registration under
                the
                Act, or pursuant to an available exemption from
                registration.

            


    

    
      	
              (3)  

            	
              The
                Majority Shareholder agrees not to engage in hedging transactions
                with
                regard to such securities unless in compliance with the
                Act.

            


    

    
      	
              (4)  

            	
              The
                Majority Shareholder consents to the certificate for the shares of
                common
                stock of UFOG to contain a legend to the effect that transfer is
                prohibited except in accordance with the provisions of Regulation
                S,
                pursuant to registration under the Act, or pursuant to an available
                exemption from registration, and that hedging transactions involving
                the
                shares of common stock may not be conducted unless in compliance
                with the
                Act.

            


    

    
      	
              (5)  

            	
              The
                Majority Shareholder acknowledges that UFOG has agreed to refuse
                to
                register any transfer of the shares of common stock not made in accordance
                with the provisions of Regulation S, pursuant to registration under
                the
                Act, or pursuant to an available exemption from
                registration.

            


    

    
      	
              (6)  

            	
              The
                Majority Shareholder covenants and represents and warrants in favor
                of
                UFOG that all of the representations and warranties set forth herein
                shall
                be true and correct at the time of Closing as if made on that
                date.

            


    

    


    
      	
              b)  

            	
              In
                connection with the transaction contemplated by this Agreement, UFOG
                shall
                file, with its counsel, such notices, applications, reports, or other
                instruments as may be deemed necessary or appropriate in an effort
                to
                document reliance on such exemptions, and the appropriate regulatory
                authority in the countries where the Majority Shareholder resides
                unless
                an exemption requiring no filing is available in such jurisdictions,
                all
                to the extent and in the manner as may be deemed by such Parties
                to be
                appropriate.

            


    

    


    6.06 
      Securities Filings. UFOG shall be responsible for the preparation and filing
      of
      all Securities Act and Exchange Act filings that may result from the
      transactions contemplated in this Agreement, although counsel for the Majority
      Shareholder may assist with the preparation and filing.

    


    6.07 
      Sales of Securities under Rule 144, If Applicable.

    


    
      	
              a.  

            	
              UFOG
                will use its best efforts to at all times satisfy the current public
                information requirements of Rule 144 promulgated under the
                Act.

            


    

    


    
      	
              b.  

            	
              If
                any certificate representing any such restricted stock is presented
                to
                UFOG’s transfer agent for registration or transfer in connection with
                any
                sales theretofore made under Rule 144, provided such certificate
                is duly
                endorsed for transfer by the appropriate person(s) or accompanied
                by a
                separate stock power duly executed by the appropriate person(s) in
                each
                case with reasonable assurances that such endorsements are genuine
                and
                effective, and is accompanied by an opinion of counsel satisfactory
                to
                UFOG and its counsel that such transfer has complied with the requirements
                of Rule 144, as the case may be, UFOG will promptly instruct its
                transfer
                agent to allow such transfer and to issue one or more new certificates
                representing such shares to the transferee and, if appropriate under
                the
                provisions of Rule 144, as the case may be, free of any stop transfer
                order or restrictive legend.

            


    

     

    
      
        
        

      

      
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              c.  

            	
              Other
                Representations, Warranties and
                Covenants.

            


    

    


    
      	
              1)  

            	
              The
                Majority Shareholder has been furnished with and has carefully read
                the
                periodic reports on Forms 10-KSB, 10-QSB and 8-K filed by UFOG with
                the
                Securities and Exchange Commission during the preceding three years.
                With
                respect to individual or partnership tax and other economic considerations
                involved in this investment, the Majority Shareholder confirms that
                he is
                not relying on UFOG (or any agent or representative of UFOG). The
                Majority
                Shareholder has carefully considered and has, to the extent such
                person
                believes such discussion necessary, discussed with his own legal,
                tax,
                accounting and financial advisers the suitability of an investment
                in the
                common stock for such particular tax and financial
                situation.

            


    

    


    
      	
              2)  

            	
              The
                Majority Shareholder acknowledges that UFOG is a “shell company” with no
                operations and no significant assets and that, as a result, the
                consideration for the Shares far exceeds the value of the Shares
                under any
                recognized criteria of value. The Majority Shareholder further
                acknowledges that he is aware of the quoted prices for UFOG’s common stock
                on the OTC Bulletin Board but understands there is no active trading
                market for such shares, quotations on the OTCBB represent inter-dealer
                prices without retail mark-up, mark-down, or commission, and may
                not
                represent actual transactions, and there is no liquid trading market
                for
                UFOG’s common stock. As a result, there can be no assurance that the
                Majority Shareholder will be able to sell the common
                stock.

            


    

    


    
      	
              3)  

            	
              The
                Majority Shareholder has had an opportunity to inspect relevant documents
                relating to the organization and business of UFOG. The Majority
                Shareholder acknowledges that all documents, records and books pertaining
                to this investment which such Majority Shareholder has requested
                has been
                made available for inspection by such Majority Shareholder and his
                respective attorney, accountant or other
                adviser(s).

            


    

    


    
      	
              4)  

            	
              The
                Majority Shareholder and/or his respective advisor(s) has/have had
                a
                reasonable opportunity to ask questions of, and receive answers and
                request additional relevant information from, the officers of UFOG
                concerning the transactions contemplated by this
                Agreement.

            


    

    


    
      	
              5)  

            	
              The
                Majority Shareholder confirms that he is not acquiring the common
                stock as
                a result of or subsequent to any advertisement, article, notice or
                other
                communication published in any newspaper, magazine or similar media
                or
                broadcast over television or radio or presented at any
                seminar.

            


    

    


    
      	
              6)  

            	
              The
                Majority Shareholder, by reason of such person’s business or financial
                experience, has the capacity to protect his own interests in connection
                with the transactions contemplated by this
                Agreement.

            


    

    


    
      	
              7)  

            	
              Except
                as set forth in this Agreement, the Majority Shareholder represents
                that
                no representations or warranties have been made to him by UFOG, any
                officer director, agent, employee, or affiliate of UFOG, and such
                Majority
                Shareholder has not relied on any oral representation by UFOG or
                by any of
                its officers, directors or agents in connection with his decision
                to
                acquire the common stock.

            


    

    


    
      	
              8)  

            	
              The
                Majority Shareholder represents that neither he nor any of his affiliates
                is subject to any of the events described in Section 262(b) of Regulation
                A promulgated under the Act.

            


    

    


    
      	
              9)  

            	
              The
                Majority Shareholder has adequate means for providing for his current
                financial needs and contingencies, is able to bear the substantial
                economic risks of an investment in the UFOG common stock for an indefinite
                period of time, has no need for liquidity in such investment and,
                at the
                present time, could afford a complete loss of such
                investment.

            


    

    


    
      	
              10)  

            	
              The
                Majority Shareholder has such knowledge and experience in financial,
                tax
                and business matters so as to enable him to use the information made
                available to him in connection with the transaction to evaluate the
                merits
                and risks of an investment in the UFOG common stock and to make an
                informed investment decision with respect
                thereto.

            


    

    


    
      	
              11)  

            	
              The
                Majority Shareholder understands that the UFOG common stock constitutes
                “restricted securities” that have not been registered under the Securities
                Act or any applicable state securities law and he is acquiring the
                same as
                principal for his own account for investment purposes and not for
                distribution. The Majority Shareholder acknowledges that the common
                stock
                has not been registered under the Act or under any the securities
                act of
                any state or country. The Majority Shareholder understands further
                that in
                absence of an effective registration statement, the common stock
                can only
                be sold pursuant to some exemption from
                registration.

            


    

    


    
      	
              12)  

            	
              The
                Majority Shareholder recognizes that investment in the UFOG common
                stock
                involves substantial risks. The Majority Shareholder acknowledges
                that he
                has reviewed the risk factors identified in the periodic reports
                filed by
                UFOG with the Securities and Exchange Commission. The Majority Shareholder
                further confirms that he is aware that no federal or state agencies
                have
                passed upon this transaction or made any finding or determination
                as to
                the fairness of this investment.

            


    

    


    
      	
              13)  

            	
              The
                Majority Shareholder acknowledges that each stock certificate representing
                the common stock shall contain a legend substantially in the following
                form:

            


    

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY
      REGULATION S AND HAVE NOT BEEN  REGISTERED UNDER APPLICABLE STATE
      SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
      REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS
      OR
      PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE
      PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND
      COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY
      OF SUCH EXEMPTION. THE HOLDER AGREES TO REFRAIN FROM HEDGING TRANSACTIONS
      PURSUANT TO THE REQUIREMENTS OF REGULATION S.

    


    
      
        
        

      

      
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    4.06 
      Securities Filings. The Majority Shareholder, as the controlling shareholder
      of
      UFOG following Closing, shall cause UFOG to timely prepare and file all
      Securities Act and Exchange Act filings that may result from or be required
      in
      connection with the transactions contemplated in this Agreement.

    


    ARTICLE
      VII

     

    MISCELLANEOUS

    


    7.01 
      Brokers. No broker’s or finder’s fee will be paid in connection with the
      transaction contemplated by this Agreement, except for the payment of fees
      to
      George Raney, which is the responsibility of Harbin Humankind.

    


    7.02 
      No Representation Regarding Tax Treatment. No representation or warranty is
      being made by any party to any other party regarding the treatment of this
      transaction for federal or state income taxation. Each party has relied
      exclusively on its own legal, accounting, and other tax adviser regarding the
      treatment of this transaction for federal and state income taxes and on no
      representation, warranty, or assurance from any other party or such other
      party's legal, accounting, or other adviser.

    


    7.03 
      Governing Law. This Agreement shall be governed by, enforced and construed
      under
      and in accordance with the laws of the State of Delaware without giving effect
      to principles of conflicts of law thereunder. All controversies, disputes or
      claims arising out of or relating to this Agreement shall be resolved by binding
      arbitration. The arbitration shall be conducted in accordance with the
      Commercial Arbitration Rules of the American Arbitration Association. Each
      arbitrator shall possess such experience in, and knowledge of, the subject
      area
      of the controversy or claim so as to qualify as an “expert” with respect to such
      subject matter. The prevailing party shall be entitled to receive its reasonable
      attorney’s fees and all costs relating to the arbitration. Any award rendered by
      arbitration shall be final and binding on the Parties, and judgment thereon
      may
      be entered in any court of competent jurisdiction.

    


    7.04 
      Notices. Any notices or other communications required or permitted hereunder
      shall be sufficiently given if personally delivered, if sent by facsimile or
      telecopy transmission or other electronic communication confirmed by registered
      or certified mail, postage prepaid, or if sent by prepaid overnight courier
      addressed as follows:

    


    If
      to
      Universal Fog, Inc., to:

    


    1808
      South 1st
      Avenue

    Phoenix,
      AZ  85003

    


    If
      to
      Harbin Humankind, to:

    


    168
      Binbei Street

    Songbei
      District, Harbin City

    Heilongjiang
      Province, People’s Republic of China

    


    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices, hereunder, and any such notice or communication shall be deemed
      to have been given as of the date so delivered or sent by facsimile or telecopy
      transmission or other electronic communication, or one day after the date so
      sent by overnight courier.

    


    7.05 
      Attorney's Fees. In the event that any party institutes any action or suit
      to
      enforce this Agreement or to secure relief from any default hereunder or breach
      hereof, the breaching party or parties shall reimburse the non-breaching party
      or parties for all costs, including reasonable attorneys' fees, incurred in
      connection therewith and in enforcing or collecting any judgment rendered
      therein.

    


    7.06 
      Document; Knowledge. Whenever, in any section of this Agreement, reference
      is
      made to information set forth in the documents provided by UFOG or the Majority
      Shareholder, such reference is to information specifically set forth in such
      documents and clearly marked to identify the section of this Agreement to which
      the information relates. Whenever any representation is made to the "knowledge"
      of any party, it shall be deemed to be a representation that no officer or
      director of such party, after reasonable investigation, has any knowledge of
      such matters.

    


    7.07 
      Entire Agreement. This Agreement represents the entire agreement between the
      Parties relating to the subject matter hereof. All previous agreements between
      the Parties, whether written or oral, have been merged into this Agreement.
      This
      Agreement alone fully and completely expresses the agreement of the Parties
      relating to the subject matter hereof. There are no other courses of dealing,
      understandings, agreements, representations, or warranties, written or oral,
      except as set forth herein.

    


    7.08 
      Survival, Termination. The representations, warranties, and covenants of the
      respective Parties shall survive the Closing Date and the consummation of the
      transactions herein contemplated for a period of one year from the Closing
      Date,
      unless otherwise provided herein.

    


    7.09 
      Counterparts. This Agreement may be executed in multiple counterparts, each
      of
      which shall be deemed an original and all of which taken together shall be
      but a
      single instrument. In addition, facsimile or electronic signatures shall have
      the same legally binding effect as original signatures.

    


    
      
        
        

      

      
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    7.10 
      Amendment or Waiver. Every right and remedy provided herein shall be cumulative
      with every other right and remedy, whether conferred herein, at law, or in
      equity, and such remedies may be enforced concurrently, and no waiver by any
      party of the performance of any obligation by the other shall be construed
      as a
      waiver of the same or any other default then, theretofore, or thereafter
      occurring or existing. At any time prior to the Closing Date, this Agreement
      may
      be amended by a writing signed by all Parties hereto, with respect to any of
      the
      terms contained herein, and any term or condition of this Agreement may be
      waived or the time for performance thereof may be extended by a writing signed
      by the party or parties for whose benefit the provision is
      intended.

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      as
      of the date first above written.

    


    


    
      	
              UNIVERSAL
                FOG, INC.

            	 	
              HARBIN
                HUMANKIND BIOLOGY TECHNOLOGY CO. LIMITED

            
	 	 	 
	 	 	 
	
              By
                /s/ Thomas Bontems

            	 	
              By
                /s/ Sun Xin

            
	
              Thomas
                Bontems

            	 	
              Sun
                Xin

            
	
              Chief
                Executive Officer

            	 	
              Chairman
                and CEO

            
	 	 	 
	 	 	 
	
              THOMAS
                BONTEMS

            	 	
              SUN
                XIN

            
	 	 	 
	/s/
              Thomas Bontems	 	/s/
              Sun Xin
	
              (In
                His Individual Capacity)

            	 	
              (In
                His Individual Capacity)

            
	 	 	 
	 	 	 
	
              CHINA
                HEALTH INDUSTRIES HOLDINGS LTD.

            
	 	 	 
	 	 	 
	
              By
                /s/ Sun Xin

            	 	 
	
              Name:
                Sun Xin

            	 	 
	
              Title:
                Chairman

            	 	 


    

    


     

    
 

    
      
        
        

      

      
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