Nutrastar International Inc.: Exhibit 10.3- Filed by newsfilecorp.com








Exhibit 10.3

ENGLISH TRANSLATION 
OF
EXCLUSIVE PURCHASE
OPTION AGREEMENT

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

	(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;

	 	 
	(2) 	
      Han, Lianyun, female, a Chinese national with ID
      card number as 230103195609050068, with her contact address at Room 205,
      the 2nd Unit, No.75, Wenjing St., Nangang District,
    Harbin;

	 	 
	(3) 	
      Han, Lianju, male, a Chinese national with ID card
      number as 230103195009061618, with his contact address at Deputy 509,
      Railway St., Nangang District, Harbin;

	 	 
	(4) 	
      Han, Lianxue, male, a Chinese national with ID
      card number as 230103195308233215, with his contact address at No.18,
      Ashehe St., Nangang District, Harbin;

	 	 
	(5) 	
      Zhang, Weihan, male, a Chinese national with ID
      card number as 230103198105020037, with his contact address at Room 205,
      the 2nd Unit, No.75, Wenjing St., Nangang District, Harbin;

	 	 
	(6) 	
      Luan, Yuehong, female, a Chinese national with ID
      card number as 230103198105270626, with her contact address at Room 1610,
      the 1st Floor, No.59, West Dawang Road, Chaoyang District,
  Beijing;

	 	 
	(7) 	
      Zhang, Chunming, male, a Chinese national with ID
      card number as 230502196901241312, with his contact address at No.13,
      Tiedong Alley, Zhanbei Road, Jianshan District, Shuangya Mountain City,
      Heilongjiang;

	 	 
	(8) 	
      Li, Xinjun, male, a Chinese national with ID card
      number as 230106581023321, with his contact address at No.4, Xiangbin
      Road, Xiangfang District, Harbin;

	 	 
	(9) 	
      Jiang, Nana, an Chinese national with ID card
      number as 230902197705081223, with his contact address at No.70, Dacheng
      St., Nangang District, Harbin;

	 	 
	(10) 	 Lang, Fengxi, male, a Chinese national with ID
        card number as 230107196403211030, with his contact address at Room 403,
        the 5th Unit, Dianji 2nd Building, No.10-5, Leyuan St., Dongli District,
        Harbin (collectively the “Shareholders” and individually
        a “Shareholder”); and



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	(11) 	 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, the Shareholders and Heilongjiang Shuaiyi are
individually referred to as a “Party” and collectively referred to as the
“Parties”. 

Whereas:

	A. 	
      Han Lianyun, Han Lianju, Han Lianxue, Zhang Weihan, Luan
      Xuehong, Zhang Chunming, Li Xinjun, Jiang Nana, Lang Fengxi are the
      shareholders of Heilongjiang Shuaiyi. Han Lianyun holds 68.3% equity
      interests; Han Lianju holds 5% equity interests; Han Lianxue holds 5%
      equity interests; Zhang Weihan holds 5% equity interests; Luan Yuehong
      holds 4.66% equity interests; Zhang Chunming holds 4% equity interests; Li
      Xinjun holds 3.17% equity interests; Jiang Nana holds 3.17% equity
      interests and Lang Fengxi holds 1.7% equity interests, of Heilongjiang
      Shuaiyi. 

	 	
       

	B. 	
      On _______, 2010, Harbin Baixin and Heilongjiang Shuaiyi
      entered into a Technical Service Agreement (together with any supplement
      or amendment thereto, if any, hereinafter referred to as the “Service
      Agreement”). 

	 	
       

	C. 	
      On _______, 2010, Harbin Baixin, the Shareholders and
      Heilongjiang Shuaiyi entered into a Voting Rights Proxy Agreement
      (together with any supplement or amendment thereto, if any, hereinafter
      referred to as the “Voting Rights Proxy Agreement”).
  

	 	
       

	D. 	
      On _______, 2010, Harbin Baixin, the Shareholders and
      Heilongjiang Shuaiyi executed an Equity Pledge Agreement (together with
      any supplement or amendment thereto, if any, hereinafter referred to as
      the “Equity Pledge Agreement”), pursuant to which the Shareholders
      agree to pledge all equity interests of Heilongjiang Shuaiyi they hold to
      Harbin Baixin. 

	 	
       

	Therefore, the Parties have reached
      the following agreement 
	 	
       

	1. 	
      Grant of Rights 

	 	
       

	1.1 	 Each Shareholder hereby irrevocably
        grants Harbin Baixin a right (“Equity Purchase Right”),
        pursuant to which, to the extent permitted by PRC laws (including any
        laws, regulations, rules, notices, interpretations and any other binding
        document promulgated by any central or local legislative, administrative
        or judicial authorities, whether prior to or after the execution of this
        Agreement, “PRC Laws”), during the term of this Agreement,
        Harbin Baixin may from time to time purchase or designate one person or
        several persons (“Designated Persons”) to purchase from
        such Shareholder all or part of Heilongjiang Shuaiyi’s equity interests
        (“Purchased Equity Interests”) held by such Shareholder
        for the price set forth in Article 3 hereof, in accordance with such exercise
        procedures as may be determined by Harbin Baixin in its discretion.



2





	1.2 	 Without Harbin Baixin’s prior written consent,
        the Shareholder shall not sell, transfer or otherwise dispose of, or grant
        any third party the right to purchase, all or any part of Purchased Equity
        Interests. Heilongjiang Shuaiyi hereby consents to the grant of the Equity
        Purchase Right by the Shareholders to Harbin Baixin. The term “Person”
        as used in this Agreement shall include natural persons, legal persons
        or other non-legal person entities.

	 	 
	2. 	 Exercise of Rights

	 	 
	2.1 	 Harbin Baixin shall exercise its Equity Purchase Right
        in accordance with the PRC Laws. Harbin Baixin is entitled to decide,
        at its sole discretion, the time, method and frequency with respect to
        the exercise of the Equity Purchase Right.

	 	 
	2.2 	 If Harbin Baixin exercises its Equity Purchase Right,
        in order to ensure the equity transfer in full compliance, substantively
        and procedurally, with this Agreement and relevant laws, the Shareholders
        and Heilongjiang Shuaiyi covenant to jointly or individually take the
        following actions:





	 	(1) 	
      Harbin Baixin shall send a notice to the Shareholders and
      Heilongjiang Shuaiyi (the “Equity Purchase Notice”) in the form and
      substance as set forth in Annex A.

	 	 	 
	 	(2) 	
      Within seven (7) business days after the receipt of the
      Equity Purchase Notice by the Shareholders and Heilongjiang Shuaiyi, the
      Shareholders and Heilongjiang Shuaiyi shall prepare and execute all the
      necessary documents relating to the transfer of the Purchased Equity
      Interests. If necessary, the Shareholders and Heilongjiang Shuaiyi shall
      execute an Equity Transfer Agreement in the form as set forth in Annex
      B (the “Equity Transfer Agreement”), or in the form and
      substance as otherwise required by PRC Laws and regulations. Each of the
      Shareholders shall execute and deliver to Harbin Baixin a power of
      attorney in the form and substance as set forth in Annex C,
      authorizing the Persons designated by Harbin Baixin as a representative of
      such Shareholder to execute and deliver the Equity Transfer Agreement and
      such other documents as provided for under this
  Agreement.



3





	 	(3) 	
      Unless the Parties agree otherwise, the closing of the
      transfer of the Purchased Equity Interests shall not be later than the
      fifteenth business day after the receipt of the Equity Purchase Notice by
      the Shareholders and Heilongjiang Shuaiyi.

	 	 	 
	 	(4) 	
      The Shareholders and Heilongjiang Shuaiyi shall take all
      necessary actions to go through and accomplish without delay the approval
      and registration procedures necessary to effectively register the
      Purchased Equity Interests under Harbin Baixin’s name.

	 	 	 
	 	(5) 	
      The Shareholders and Heilongjiang Shuaiyi shall take all
      necessary actions to ensure that the transfer of the Purchased Equity
      Interests is not interfered with, either substantively or procedurally.
      Apart from the conditions expressly set forth under this Agreement, the
      Shareholders and Heilongjiang Shuaiyi shall not set up any barriers or
      impose any restrictive conditions for the transfer of the Purchased Equity
      Interests.




	3. 	
      Transfer Price

	 	 
	3.1 	
      At the time of Harbin Baixin exercising the Equity
      Purchase Right, the purchase price for the Purchased Equity Interests
      shall be the lowest price permitted under PRC Laws at the time of such
      purchase.

	 	 
	3.2 	
      All taxes, fees and expenses incurred in connection with
      the transfer of the Purchased Equity Interests shall be the responsibility
      of the respective Parties in accordance with the requirements of PRC
      Laws.

	 	 
	4. 	
      Representations and Warranties

	 	 
	4.1 	
      Heilongjiang Shuaiyi hereby represents and warrants
      that,




	 	(1) 	
      Without Harbin Baixin’s prior written consent, it shall
      not supplement or amend or modify its articles of association in any
      manner, nor shall it increase or decrease its registered capital or change
      the structure of the registered capital in any manner;

	 	 	 
	 	(2) 	
      It will maintain its existence, prudently and effectively
      conduct its business operations according to good financial and business
      standards and practices;

	 	 	 
	 	(3) 	 Without Harbin Baixin’s prior written consent,
        it shall not transfer, mortgage or otherwise dispose of the lawful rights
        and interests to any assets, business or revenues of Heilongjiang Shuaiyi
        at any time after the execution date hereof, nor shall it permit the existence
        of any security interest over such rights and interests;



4





	 	(4) 	 It shall not incur or allow Heilongjiang Shuaiyi to
        incur any liabilities, except (i) those liabilities incurred in the ordinary
        course of business (but not through loan), and (ii) those liabilities
        that have been disclosed to Harbin Baixin and agreed to by Harbin Baixin
        in writing;

	 	 	 
	 	(5) 	 It shall operate the entire business in the ordinary
        course of business, maintain the value of the assets of Heilongjiang Shuaiyi;

	 	 	 
	 	(6) 	 Without Harbin Baixin’s prior written consent,
        it shall not provide any loans or any guarantee to any person;

	 	 	 
	 	(7) 	 At Harbin Baixin’s request, it shall provide Harbin
        Baixin with all information regarding Heilongjiang Shuaiyi’s business
        operation and financial condition;

	 	 	 
	 	(8) 	 Without Harbin Baixin’s prior written consent,
        it shall not merge or enter into alliance with any Person, nor shall it
        acquire, or be acquired by, or invest in any Person;

	 	 	 
	 	(9) 	 Without Harbin Baixin’s prior written consent,
        it shall not distribute in any manner to the Shareholders any bonus, dividend
        or other returns from the equity interests of Heilongjiang Shuaiyi held
        by the Shareholders.





	4.2 	The Shareholders undertake and warrant that:
  



	 	(1) 	
      Without Harbin Baixin’s prior written consent, at any
      time from the execution date of this Agreement, they shall not sell,
      transfer, mortgage or otherwise dispose of any equity interests of
      Heilongjiang Shuaiyi it holds, nor shall it permit the existence of any
      encumbrances on such rights and interests;

	 	 	 
	 	(2) 	
      Without Harbin Baixin’s prior written consent, they shall
      not approve the joint venture or alliance of Heilongjiang Shuaiyi with any
      Person, or its merger or acquisition of or by any person, or investment in
      any Person;

	 	 	 
	 	(3) 	
      they shall vote at the shareholders’ meeting of
      Heilongjiang Shuaiyi to approve the transfer of the Purchased Equity
      Interests provided for under the agreement;

	 	 	 
	 	(4) 	 Prior to the transfer of the equity interests to Harbin
        Baixin, in order to maintain the ownership of the equity interests, they
        undertake to execute all documents, take all actions, make all claims
        to third parties, and defend all claims by third parties, as are necessary
        or appropriate to maintain the ownership of the equity interests;



5





	 	(5) 	 Upon request by Harbin Baixin, they shall nominate or
        appoint the persons appointed by Harbin Baixin as directors and senior
        management of Heilongjiang Shuaiyi;

	 	 	 
	 	(6) 	 At the request of Harbin Baixin at any time, they shall
        promptly transfer the equity interests of Heilongjiang Shuaiyi they hold
        to Harbin Baixin and/or the designated person and waive the right of first
        refusal over the equity interests of Heilongjiang Shuaiyi;

	 	 	 
	 	(7) 	 They shall strictly comply with the provisions of this
        Agreement and other relevant agreements collectively or individually executed
        by the Parties to this Agreement, fully perform its obligations hereunder
        or thereunder, and will not commit any act or omission which may affect
        the validity or enforceability hereof or thereof.





	4.3 	
      The Shareholders and Heilongjiang Shuaiyi undertake and
      warrant jointly and severally to Harbin Baixin that, on the execution date
      of this Agreement and at the time of each purchase of the equity
      interests:

	 	 	 
		(1) 	
      They have the power and capacity to execute and perform
      this Agreement, and to execute, in accordance with this Agreement, any
      Equity Transfer Agreement. Upon the execution, this Agreement and the
      Equity Transfer Agreement will constitute valid and binding obligations of
      such Parties, enforceable against such Parties according to their
      terms;

	 	 	 
		(2) 	
      The execution, delivery and performance of this Agreement
      by each of the Shareholders and Heilongjiang Shuaiyi 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 laws 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;



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	 	(3) 	
      The Shareholders lawfully and effectively own the equity
      interests of Heilongjiang Shuaiyi. Except for the Equity Pledge Agreement,
      the Shareholders have not created any encumbrance on the equity interests
      of Heilongjiang Shuaiyi;

	 	 	 
	 	(4) 	
      No lawsuit, arbitration or administrative proceeding is
      pending or threatened with respect to the equity interests or assets of
      Heilongjiang Shuaiyi.




	5. 	
      Effectiveness and Term

	 	 	 
	5.1 	
      This Agreement becomes effective from the execution date
      hereof.

	 	 	 
	5.2 	
      This Agreement shall take effect as of the execution date
      and will remain in force until terminated by all the Parties in writing
      or, if earlier, until all of the equity interests held by the Shareholders
      in Heilongjiang Shuaiyi have been lawfully and effectively transferred to
      Harbin Baixin and/or its designated Person(s).

	 	 	 
	6. 	
      Liabilities for breach of
contract

	 	 	 
	6.1 	
      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 Parties (the “Harmed
      Party”) may:

	 	 	 
		(1) 	
      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

	 	 	 
		(2) 	
      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.

	 	 	 
	7. 	
      Fees and Expenses

	 	 	 
	7.1 	 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.



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	8. 	 Governing Law and Settlement of Dispute

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

	 	 
	8.2 	 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, any Party may submit
        such 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 all of the
        Parties.

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

	 	 
	9. 	 Force Majeure

	 	 
	9.1 	 “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 not limited
        to earthquakes, typhoons, floods, fires, wars, strikes, riots, governmental
        acts, change to laws and regulations or their application.

	 	 
	9.2 	 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

	 	 
	10. 	 Miscellaneous Provisions

	 	 
	10.1 	 If in accordance with PRC Laws, any provision of 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 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.



8





	10.2 	
      This Agreement constitutes the entire agreement among the
      Parties hereto with respect to the subject matter hereof and supersedes
      all prior consultations, negotiations and agreements with respect to such
      subject matter.

	 	 
	10.3 	
      A Party’s failure to exercise or delay in exercising a
      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.

	 	 
	10.4 	
      During the term of this Agreement, no Party shall
      transfer part or all of its rights or obligations hereunder to any third
      party without the prior written consent of the other Parties in writing,
      provided that Harbin Baixin may transfer all or any of its rights and/or
      obligations hereunder. This Agreement shall be binding on the Parties and
      its lawful successors and assignees.

	 	 
	10.5 	
      Headings of all paragraphs are for convenience of
      reference only and shall not affect the meaning or interpretation of this
      Agreement.

	 	 
	10.6 	
      Unless otherwise specified, references to “Articles”,
      “Paragraphs” and “Annexes” are references to “Articles”, “Paragraphs” and
      “Annexes” of this Agreement.

	 	 
	10.7 	
      Any notice or written letter (including but not 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 third business day after the date of delivery, and, if sent via
      facsimile, shall be deemed to be received as of the first business day
      after the date of delivery.

	 	 
	10.8 	
      The Parties may execute supplementary agreements in
      relation to this Agreement and relevant affairs. These supplementary
      agreements have the same legal force as this Agreement.

	 	 
	10.9 	
      This Agreement is written in the Chinese language in 11
      original copies, one for each Party. The Parties may execute duplicate
      copies of this Agreement.



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

9




This page is the signature page of the “Exclusive Purchase
Option Agreement”.

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

	Harbin Baixin Biotech Development 	 	Heilongjiang Shuaiyi New Energy 
	Co., Ltd. 	 	Development Co., Ltd. 
	 	 	  
	By: /s/ Zhang Weihan 	 	By:
      /s/ Han Lianyun 
	Name: Zhang Weihan  	 	Name: Han Lianyun  
	Title: Authorized Representative 	 	Title: Authorized Representative 
	 	 	  
	 	 	  
	Han Lianyun 	 	Han Lianju 
	 	 	  
	By: /s/ Han Lianyun 	 	By:
      /s/ Han Lianju 
	Name: Han Lianyun 	 	Name: Han Lianju 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Han Lianxue 	 	Zhang Weihan 
	 	 	  
	By: /s/ Han Lianxue 	 	By:
      /s/ Zhang Weihan 
	Name: Han Lianxue 	 	Name: Zhang Weihan 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Luan Yuehong 	 	Zhang Chunming 
	 	 	  
	By: /s/ Luan Yuehong	 	By:
      /s/ Zhang Chunming 
	Name: Luan Xuehong 	 	Name: Zhang Chunming 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Li Xinjun 	 	Jiang Nana 
	 	 	  
	By: /s/ Li Xinjun 	 	By:
      /s/ Jiang Nana 
	Name: Li Xinjun 	 	Name: Jiang Nana 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Lang Fengxi 	 	  
	 	 	  
	By: /s/ Lang Fengxi 	 	  
	Name: Lang Fengxi 	 	  
	Title: Shareholder 	 	  


10




ANNEX A
NOTICE FOR EQUITY PURCHASE

	Han Lianyun (PRC ID No: 230103195609050068); 
	Han Lianju (PRC ID No: 230103195009061618); 
	Han Lianxue (PRC ID No: 230103195308233215); 
	Zhang Weihan (PRC ID No: 230103198105020037); 
	Luan Yuehong (PRC ID No: 230103198105270626); 
	Zhang Chunming (PRC ID No: 230502196901241312);
  
	Li Xinjun (PRC ID No: 230106581023321); 
	Jiang Nana (PRC ID No: 230902197705081223); and
  
	Lang Fengxi (PRC ID No: 230107196403211030)
      (collectively the “Shareholders” and individually a “Shareholder”); 
	Heilongjiang Shuaiyi New Energy Development Co., Ltd.
      (“Shuaiyi New Energy”) 


Dear Sirs:

Reference is made to the Exclusive Purchase Option Agreement
entered into by and among Han Lianyun, Han Lianju, Han Lianxue, Zhang Weihan,
Luan Yuehong, Zhang Chunming, Li Xinjun, Jiang Nana, Lang Fengxi, Heilongjiang
Shuaiyi and us as of _______ , 2010 (the “Purchase Option Agreement”).
Terms and expressions defined in the Purchase Option Agreement have the same
meanings when used herein.

We hereby elect to exercise the Equity Purchase Right as
provided for under the Purchase Option Agreement, and to [purchase /designate
[insert Designated Person(s)] as the Designated Persons to purchase] the
[o] percentage ([o]%) equity interests (registered capital of Heilongjiang
Shuaiyi) held by [insert Shareholder]. According to the Purchase Option
Agreement, the Shareholders and Heilongjiang Shuaiyi shall complete the equity
transfer as provided herein with 15 business days after receipt of this
Notice.

Harbin Baixin Biotech Development Co., Ltd.

By: 
Name: 
Title:

Date:

ANNEX A




ANNEX B
EQUITY TRANSFER AGREEMENT

THIS EQUITY TRANSFER AGREEMENT (the “agreement”) is made on
[insert date]:

BETWEEN

	(1) 	
      [The Shareholder who transfers equity interests]
      (“Transferor”); and

	 	 
	(2) 	
      [Harbin Baixin Biotech Development Co., Ltd. or the
      Designated Person(s)] (“Transferee”).



IT IS AGREED AS FOLLOWS:

	1. 	
    The Transferor hereby agrees to sell to the Transferee, and
      the Transferee hereby agrees to purchase, from the Transferor, the [o]
      percentage ([o]%) equity interests ([o]% of the registered capital) of
      Heilongjiang Shuaiyi New Energy Development Co., Ltd. (the “Purchased
      Equity”). 

	 	 
	2. 	
    From and after the completion of the equity transfer, the
      Transferor shall not be entitled to any rights or benefits with respect to
      the Purchased Equity, and the Transferee shall acquire all rights and
      benefits with respect to the Purchased Equity. 

	 	 
	3. 	
    The validity, interpretation, performance and settlement of
      dispute of this agreement shall be governed by PRC Laws. 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 the parties. Except for
      the matters in dispute, the Parties shall continue to perform the other
      provisions of this Agreement pending the resolution of the dispute. 

	 	 
	4. 	This Agreement shall become effective from the date of
      execution by both parties. 



	[Transferor] 	[Transferee] 
	  	  
	By: 	By: 
	Name: 	Name: 
	Title: 	Title: 


ANNEX B




ANNEX C
IRREVOCABLE POWER OF
ATTORNEY

I hereby issues this Power of Attorney in accordance with the
Exclusive Purchase Option Agreement entered into by and among Harbin Baixin
Biotech Development Co., Ltd. (“Harbin Baixin”), Heilongjiang Shuaiyi New Energy
Development Co., Ltd ( “Heilongjiang Shuaiyi”) and other Shareholders of the
Heilongjiang Shuaiyi as of [o], 2010 (the “Purchase Option Agreement”).

I hereby irrevocably appoints and authorizes [Insert name of
the designated person(s)] (the “Representative”) as my Representative, with
full power and authority, to (i) prepare and execute the Equity Transfer
Agreement (as defined in the Purchase Option Agreement); and (ii) prepare and
execute all the other necessary documents relating to the transfer of the
Purchased Equity Interests (as defined in the Purchase Option Agreement); and
(iii) go through the relevant procedures for transfer of the Purchased Equity
Interests.

I hereby agree and acknowledge that the Representative has full
power and authority to exercise, in its sole discretion, the rights entrusted
under this Power of Attorney, and I further undertakes to assume any obligations
or liabilities resulting from the exercise by the Representative of the rights
entrusted hereunder.

This Power of Attorney shall take effect as of the execution
date and shall remain in effect during the term of the Purchase Option
Agreement.

Signature:

By: 
Name:
 Date: 

ANNEX C