Nutrastar International Inc.: Exhibit 10.2 - Filed by newsfilecorp.com




Exhibit 10.2

ENGLISH TRANSLATION 
OF
TECHNICAL SERVICE
AGREEMENT 

This agreement (this “Agreement”) is entered into on
October 22, 2010 by and between:

	(1) 	
      Harbin Baixin Biotech Development Co., Ltd.
      (hereinafter referred to as “Harbin Baixin”) a wholly foreign
      owned enterprise with limited liability which is incorporated under the
      laws of the PRC, with its contact address at 7/F Jinhua Mansion, 41
      Hanguang Street, Nangang District, Harbin 150080, China; and

	 	 
	(2) 	
      Heilongjiang Shuaiyi New Energy Development Co., Ltd.
      (hereinafter referred to as “Heilongjiang Shuaiyi”), a limited
      liability company incorporated under the laws of the PRC, with its contact
      address at No. 41, Hanguang St., Nangang District,
  Harbin.



Harbin Baixin and Heilongjiang Shuaiyi are individually
referred to as a “Party” and collectively referred to as the
“Parties”. 

Whereas:

	A. 	
      Harbin Baixin is a wholly foreign owned enterprise
      primarily engaging in research on Cordyceps Militaris production
      technology and providing technological consulting and services.

	 	 
	B. 	
      Heilongjiang Shuaiyi is a limited liability company
      mainly engages in such business as (i) development of new energy
      technologies, provision of technical service, and (ii) plant, production
      and sale of Cordyceps Militaris.

	 	 
	C. 	
      In accordance with the terms and conditions of this
      Agreement, Heilongjiang Shuaiyi wishes to entrust Harbin Baixin to provide
      the services set forth under this Agreement, Harbin Baixin agrees to
      provide such services to Heilongjiang Shuaiyi.



Therefore, after friendly negotiations between the Parties, the
Parties have reached the following agreement:

	1. 	Scope of Services




	
      1.1 
	
      Harbin Baixin agrees to provide, in accordance with this
      Agreement and during the Term of Service (as defined below), the following
      services to Heilongjiang Shuaiyi (hereinafter referred to as the
      “Services”): 




		(a) 	
    Assisting Heilongjiang Shuaiyi in the research
      and development of technologies of Cordyceps Militaris, or accepting the
      entrustment from Heilongjiang Shuaiyi to make the foresaid research and
      development; 



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		(b) 	Providing the technical consultancy, technical
      services and the relevant information and materials in relation to
      Cordyceps Militaris; 
	 	 	 
		(c) 	According to Heilongjiang Shuaiyi’s business
      requirements, providing statistic and analysis services for relevant
      technical data, and the construction and maintenance of relevant
      databases; 
	 	 	 
		(d) 	Providing the technical training and organizing
      the examination for technical and business personnel of Heilongjiang
      Shuaiyi; 
	 	 	 
		(e) 	Providing the software and relevant technical
      support services as needed by Heilongjiang Shuaiyi; 
	 	 	 
		(f) 	Providing the services for the construction and
      maintenance of the information networks and the network security services;
    
	 	 	 
		(g) 	Such other services as may be agreed between
      Heilongjiang Shuaiyi and Harbin Baixin. 



	2. 	Term of Service




	
      2.1 
	
      The Term of Service during which Harbin Baixin shall
      provide the Services is ten (10) years, starting from the execution date
      hereof, which shall automatically renew for successive ten (10) year
      periods, unless Harbin Baixin notifies Heilongjiang Shuaiyi of its
      intention not to renew at least ninety (90) days prior to the expiration
      of the initial or renewal Term of Service. 




	3. 	Service Fees




	3.1 	
      Heilongjiang Shuaiyi agrees to pay the Service Fees
      (hereinafter referred to as the “Service Fees”) for the Services
      provided by Harbin Baixin in accordance with the terms of this Agreement.
      The Service Fees shall be calculated based on the market price in light of
      the particulars of the Services and the timing of such Services provided
      by Harbin Baixin. 

	 	
       

	3.2 	
      Heilongjiang Shuaiyi shall timely pay the Service Fees to
      Harbin Baixin in the manner and at the time designated by Harbin Baixin.
      




	4. 	Representations, Warranties and Covenants of the
      Parties 
	 	 
	4.1 	Each Party represents and warrants to the other Party that
      as of the execution date of this Agreement: 



	 	(a) 	 Such Party is an entity with legal person status, duly
        organized and validly existing, and has the full power and authority to
        enter into this Agreement and to perform its obligations hereunder. All action, corporate or otherwise, necessary to be taken
        by the board of directors or comparable governing body of such Party to
        authorize the execution, delivery and performance of this Agreement has
        been duly and validly taken. This Agreement, when executed and delivered,
        will constitute the valid and binding obligations of such Party, enforceable
        against such Party in accordance with its terms;



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	 	(b) 	
      The execution, delivery and performance of this Agreement
      by such Party will not (i) conflict with, result in a breach or violation
      of or constitute (or with notice or lapse of time or both constitute) a
      default under, (A) the business license, articles of association, permits,
      government approval for its incorporation, agreements concerning its
      incorporation or any other charter documents of such Party, or (B) any PRC
      Laws or other laws and regulations to or by which such party is subject or
      bound, or (C) any contracts or other documents to which such Party is a
      party or to or by which it (or any of its properties or assets) is subject
      or bound; (ii) result in the creation of, or give any person the right to
      create, any lien or encumbrance upon the assets of such Party; (iii)
      terminate or modify, or give any third party the right to terminate or
      modify, the provisions or terms of any contracts or other documents to
      which such Party is a party or to or by which it (or any of its properties
      or assets) is subject or bound; or (iv) result in any suspension,
      revocation, impairment, forfeiture or nonrenewal of any permits applicable
      to such Party;

	 	 	 
	 	(c) 	
      No lawsuit, arbitration or other judicial or
      administrative proceeding is pending that would affect such Party’s ability
      to perform its obligations under this Agreement, and to its knowledge, no
      such proceeding is threatened; and

	 	 	 
	 	(d) 	
      Such Party has disclosed to the other Party all
      contracts, government approvals, permits or other documents to which such
      party is a party or to or by which it (or any of its properties, assets or
      business) is subject or bound, which may have a material adverse effect on
      its ability to fully perform its obligations under this Agreement, and the
      documents provided by such Party to the other Party does not contain any
      inaccurate statement of or omit to state any material
  fact.




	4.2 	
      Heilongjiang Shuaiyi further covenants to Harbin Baixin
      that it shall:

	 	 	 	 
		(a) 	
      Pay the Service Fees in a timely manner to Harbin Baixin
      in accordance with the terms of this Agreement.

	 	 	 	 
		(b) 	
      During the Term of Service:

	 	 	 	 
			(i) 	
      Continuously maintain the validity of its business
      licenses, permits and qualifications; and



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	 	(ii) 	
      Actively cooperate with Harbin Baixin in the provision of
      the Services, adopt the reasonable advice and proposals presented by
      Harbin Baixin for Heilongjiang Shuaiyi’s
business.




	4.3 	
      During the Term of Service, without the prior written
      consent of Harbin Baixin, Heilongjiang Shuaiyi shall not accept any
      services provided by any party other than Harbin Baixin, which are
      identical or similar to the Services under Article 1.1 of this Agreement.
      

	 	
       

	4.4 	
      Each Party covenants to the other Party that such Party
      shall sign all documents, and take all actions, that are necessary and
      appropriate in order to perform and achieve the purpose of this Agreement.
      

	 	
       

	5. 	
      Other Fees 

	 	
       

	5.1 	
      Except as otherwise provided herein, each Party shall be
      separately responsible for the fees and expenses incurred by such Party in
      connection with the drafting, negotiation, execution and performance of
      this Agreement. 

	 	
       

	6. 	
      Confidentiality 

	 	
       

	6.1 	
      Prior to and during the term of this Agreement, a Party
      may have disclosed or may disclose certain confidential information to the
      other Party (the “Recipient”) from time to time. The Recipient
      shall keep confidential such confidential information and shall not use
      such confidential information for any purposes other than those
      specifically provided for under this Agreement. The foregoing
      confidentiality obligation shall not apply to the information: (a) that
      was already in the Recipient’s possession prior to such disclosure, as
      demonstrated by documentation prepared prior to such disclosure; (b) that
      has entered the public domain through no breach of this Agreement by the
      Recipient; and (c) that was obtained by the Recipient from a third party
      who did not commit a breach of confidence with respect to such
      information. 

	 	
       

	6.2 	
      The confidentiality obligations set forth above shall
      continue and survive the termination of this Agreement. 

	 	
       

	7. 	
      Force Majeure 

	 	
       

	7.1 	
      “Force Majeure” shall mean the unforeseeable,
      unavoidable and insurmountable events which prevent a Party from partially
      or fully performing this Agreement. Such events include but are not
      limited to earthquakes, typhoons, floods, fires, wars, strikes, riots,
      governmental acts, change to laws and regulations or their application.
      

	 	
       

	7.2 	 If an event of Force Majeure occurs, the
        obligation of the impacted Party shall forthwith suspend during the period
        of delay caused by such Force Majeure, the performance period of the impacted
        Party shall be extended for a period of equal length, and no penalty or
        liability shall be imposed upon the impacted Party. If an event of Force
        Majeure occurs, the Parties shall immediately negotiate to seek a fair
        solution and make all reasonable efforts to minimize the impact of the
        Force Majeure. 



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	8. 	
      Liabilities for Breach of
Contract

	 	 	 
	8.1 	
      Except as otherwise provided herein, if a Party (the
      “Party in Breach”) fails to perform a certain obligation hereunder
      or otherwise breaches this Agreement, the other Party (the “Harmed
      Party”) may:

	 	 	 
		(a) 	
      Serve a written notice to the Party in Breach stating the
      nature and scope of the breach and demanding the Party in Breach to cure
      such breach at its own expense within a reasonable period of time as
      specified therein (the “Cure Period”); and

	 	 	 
		(b) 	
      If the Party in Breach fails to cure the breach during
      the Cure Period, the Harmed Party is entitled to demand that the Party in
      Breach assume all liabilities resulting therefrom, and compensate the
      Harmed Party for all economic losses actually incurred by the Harmed Party
      in connection therewith, including, without limitation, all attorneys’
      fees and litigation and arbitration expenses relating thereto. The Harmed
      Party shall also be entitled to request that the court or arbitration
      panel order specific performance and/or compulsory enforcement of this
      Agreement. The remedies provided hereunder to the Harmed Party shall not
      affect the right of the Harmed Party to seek any other remedy provided by
      laws.




	9. 	
      Effectiveness 

	 	
       

	9.1 	
      This Agreement shall come into force from the execution
      date hereof. 

	 	
       

	10. 	
      Governing Law and Settlement of Dispute
    

	 	
       

	10.1 	
      The validity, interpretation, performance and resolution
      of dispute of this Agreement shall be governed by PRC Laws. 

	 	
       

	10.2 	
      All the disputes arising out of the execution and
      performance of this Agreement shall be resolved through friendly
      negotiations. In the event that any dispute is not resolved by friendly
      consultations within thirty (30) days after the date such dispute arises,
      either Party may submit the dispute to China International Economic and
      Trade Arbitration Commission for arbitration in Beijing in accordance with
      its arbitration rules then in force. The arbitration award shall be final
      and binding on both Parties. 

	 	
       

	10.3 	
      Except for the matters in dispute, the Parties shall
      continue to perform the other provisions of this Agreement pending the
      resolution of the dispute. 



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	11. 	
      Miscellaneous Provisions


	 	
       


	11.1 	
      without the prior written consent of the other Party,
      neither Party shall partially or fully transfer its rights and obligations
      under this Agreement to a third party, provided that Harbin Baixin may
      transfer all or any of its rights and/or obligations hereunder to any of
      its affiliates. 

	 	
       

	11.2 	
      under this Agreement becomes invalid, illegal or
      unenforceable, all other provisions of this Agreement shall remain in full
      force and effect. When any provision is determined to be invalid, illegal
      or unenforceable, the Parties to this Agreement shall negotiate in good
      faith to amend this Agreement and achieve, in a mutually acceptable method
      and to the extent possible, the original purpose of the Parties.


	 	
       

	11.3 	
      between the Parties with respect to the subject matter
      hereof and supersedes all prior consultations, negotiations and agreements
      among the Parties with respect to such subject matter. 

	 	
       

	11.4 	
      certain right hereunder shall not constitute a waiver
      thereof, and the exercise or partial exercise of a certain right by a
      Party shall not preclude such Party from exercising such right in the
      future. 

	 	
       

	11.5 	
      their lawful successors and assignees. 

	 	
       

	11.6 	
      reference only and shall not affect the meaning or
      interpretation of this Agreement. 

	 	
       

	11.7 	
      references to “Articles”, “Paragraphs” and “Annexes” are
      references to “Articles”, “Paragraphs” and “Annexes” hereof. 

	 	
       

	11.8 	
      limited to the written letter or notice under this
      Agreement) served by a Party to the other Party shall be sent via mail or
      facsimile in a timely manner. A notice or written letter, if sent via
      mail, shall be deemed received as of the 3rd business day after
      the date of delivery, and, if sent via facsimile, shall be deemed to
      received as of the first business day after the date of delivery.
  

	 	
       

	11.9 	
      in relation to this Agreement and relevant affairs.
    



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      11.10 
	
      in two original copies, one for each Party. The Parties
      may execute duplicate copies of this Agreement. 



(The remainder of this page is intentionally left blank.)

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This page is the signature page of the “Technical Service
Agreement”.

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

Harbin Baixin Biotech Development Co., Ltd.

	By: 	/s/ Zhang Weihan	 
	Name: 	Zhang Weihan	 
	Title: 	Authorized Representative 	 
	 	  	 
	 	  	 
	Heilongjiang
      Shuaiyi New Energy Development Co., Ltd 	 
	 	  	 
	 	  	 
	By: 	/s/ Lianyun Han	 
	Name: 	Lianyun Han	 
	Title: 	Authorized Representative 	 


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