China Nutrifruit Group Limited: Exhibit 10.1 - Prepared by TNT Filings Inc.










Exhibit 10.1 

CHINA NUTRIFRUIT GROUP LIMITED
RESTRICTED SHARES
GRANT AGREEMENT 

THIS RESTRICTED SHARE GRANT AGREEMENT
(“Agreement”) by and between China Nutrifruit Group Limited, a
Nevada corporation (the “Company”) and William Haus (the
“Grantee”) is effective as of July 31, 2009 (the “Effective
Date”). 

BACKGROUND 

WHEREAS, the Grantee serves as a director on the board
of the Company; 

WHEREAS, the Board of Directors of the Company has
determined that it is appropriate to grant to Grantee Thirty Thousand (30,000)
shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”) in exchange for his service as a director with the
Company;

WHEREAS, the Company and the Grantee wish to enter into
this Agreement to memorialize the terms on which the Common Stock is to be
granted to Grantee as provided for herein. 

NOW, THEREFORE, in consideration of the mutual premises
and undertakings hereinafter set forth, the parties agree as follows: 

1. 

 Grant and Purchase of Restricted Shares. The
Company hereby grants to Grantee, and Grantee hereby accepts Thirty Thousand
(30,000) shares of Common Stock (the “Restricted Shares”) in
connection with his service as a director with the Company. The Restricted
Shares shall vest on July 31, 2010. 

2. 

 Stockholder Rights. 

(a) 

 Voting Rights. Until such time as all or any part of
the Restricted Shares are forfeited to the Company under this Agreement, if
ever, Grantee (or any successor in interest) has the rights of a stockholder,
including voting rights, with respect to the Restricted Shares subject, however,
to the transfer restrictions or any other restrictions.

(b) 

 Dividends and Other Distributions. During the Period
of Restriction, Participants holding Restricted Shares are entitled to all
regular cash dividends or other distributions paid with respect to all Shares
while they are so held. If any such dividends or distributions are paid in
Shares, such Shares will be subject to the same restrictions on transferability
and forfeitability as the Restricted Shares with respect to which they were
paid.




3. 

 Vesting of Restricted Shares. 

(a) 

The Restricted
Shares are restricted and subject to forfeiture until vested. The Restricted
Shares which have vested and are no longer subject to forfeiture are referred to
as “Vested Shares.” All Restricted Shares which have not become Vested Shares
are referred to as “Nonvested Shares.” 

(b) 

Restricted Shares will vest and become nonforfeitable in
accordance with the vesting schedule contained in the Notice of Restricted
Shares Grant except that 100% of Grantee’s Nonvested Shares will vest in full
upon a Change of Control. 

(c) 

Definitions.
Terms used in section 3 and 4 have the following meanings: 

(i)  

“Cause” has the meaning ascribed to such term or words of
similar import in Grantee’s written employment or service contract with the
Company or its subsidiaries and, in the absence of such agreement or definition,
means Grantee’s (i) conviction of, or plea of nolo contendere to, a felony or
crime involving moral turpitude; (ii) fraud on or misappropriation of any funds
or property of the Company or its subsidiaries, or any affiliate, customer or
vendor; (iii) personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule or regulation (other than minor traffic violations or
similar offenses), or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with Grantee’s duties or willful failure
to perform Grantee’s responsibilities in the best interests of the Company or
its subsidiaries; (v) illegal use or distribution of drugs; (vi) violation of
any rule, regulation, procedure or policy of the Company or its subsidiaries; or
(vii) breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation or other similar agreement executed by Grantee
for the benefit of the Company or its subsidiaries, all as determined by the
Board of Directors of the Company, which determination will be conclusive.

(ii) 

“Retirement”
means Grantee’s retirement from Company employ at age 65 as determined in
accordance with the policies of the Company or its subsidiaries in good faith by
the Board of Directors of the Company, which determination will be final and
binding on all parties concerned. 

(d) 

Nonvested Shares may not be sold, transferred, assigned,
pledged, or otherwise disposed of, directly or indirectly, whether by operation
of law or otherwise. The restrictions set forth in this Section will terminate
upon a Change of Control. 

4. 

 Forfeiture of Nonvested Shares. Except as
provided herein, if Grantee's service with the Company ceases for any reason
other than Grantee’s (a) death, (b) Disability, (c) Retirement, or (d)
termination by the Company without Cause, any Nonvested Shares will be
automatically forfeited to the Company, subject to the re-payment by the Company
at the lesser of (1) the original purchase price paid by the Participant
pursuant to the Award Agreement or (2) the Shares’ Fair Market Value on the date
of repurchase. 

(a) 

 Legend. Each certificate representing Restricted
Shares granted pursuant to the Notice of Restricted Shares Grant may bear a
legend substantially as follows: 

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“THE SALE OR OTHER TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, IS SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN A RESTRICTED SHARE GRANT
AGREEMENT. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM CHINA NUTRIFRUIT GROUP
LIMITED.” 

(b) 

 Escrow of Nonvested Shares. The Company has the
right to retain the certificates representing Nonvested Shares in the Company’s
possession until such time as all restrictions applicable to such Shares have
been satisfied. 

(c) 

 Removal of Restrictions. The Participant is entitled
to have the legend removed from certificates representing Vested Shares. 

5. 

 Recapitalizations, Exchanges, Mergers, Etc.
The provisions of this Agreement apply to the full extent set forth
herein with respect to any and all shares of capital stock of the Company or
successor of the Company which may be issued in respect of, in exchange for, or
in substitution for the Restricted Shares by reason of any stock dividend,
split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this Agreement. Except as
otherwise provided herein, this Agreement is not intended to confer upon any
other person except the parties hereto any rights or remedies hereunder. 

6. 

 Grantee Representations. 

Grantee represents to the Company the following: 

(a) 

 Restrictions on Transfer. Grantee acknowledges that
the Restricted Shares to be issued to Grantee must be held indefinitely unless
subsequently registered and qualified under the Securities Act or unless an
exemption from registration and qualification is otherwise available. In
addition, Grantee understands that the certificate representing the Restricted
Shares will be imprinted with a legend which prohibits the transfer of such
Restricted Shares unless they are sold in a transaction in compliance with the
Securities Act or are registered and qualified or such registration and
qualification are not required in the opinion of counsel acceptable to the
Company. 

(b) 

 Relationship to the Company; Experience. Grantee
either has a preexisting business or personal relationship with the Company or
any of its officers, directors or controlling persons or, by reason of Grantee’s
business or financial experience or the business or financial experience of
Grantee’s personal representative(s), if any, who are unaffiliated with and who
are not compensated by the Company or any affiliate or selling agent, directly
or indirectly, has the capacity to protect Grantee’s own interests in connection
with Grantee’s acquisition of the Restricted Shares to be issued to Grantee
hereunder. Grantee and/or Grantee’s personal representative(s) have such
knowledge and experience in financial, tax and business matters to enable
Grantee and/or them to utilize the information made available to Grantee and/or
them in connection with the acquisition of the Restricted Shares to
evaluate the merits and risks of the prospective investment and to make an
informed investment decision with respect thereto.

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(c) 

 Grantee’s Liquidity. In reaching the decision to
invest in the Restricted Shares, Grantee has carefully evaluated Grantee’s
financial resources and investment position and the risks associated with this
investment, and Grantee acknowledges that Grantee is able to bear the economic
risks of the investment. Grantee (i) has adequate means of providing for
Grantee’s current needs and possible personal contingencies, (ii) has no need
for liquidity in Grantee’s investment, (iii) is able to bear the substantial
economic risks of an investment in the Restricted Shares for an indefinite
period and (iv) at the present time, can afford a complete loss of such
investment. Grantee’s commitment to investments which are not readily marketable
is not disproportionate to Grantee’s net worth and Grantee’s investment in the
Restricted Shares will not cause Grantee’s overall commitment to become
excessive. 

(d) 

 Access to Data. Grantee acknowledges that during the
course of this transaction and before deciding to acquire the Restricted Shares,
Grantee has been provided with financial and other written information about the
Company. Grantee has been given the opportunity by the Company to obtain any
information and ask questions concerning the Company, the Restricted Shares, and
Grantee’s investment that Grantee felt necessary; and to the extent Grantee
availed himself of that opportunity, Grantee has received satisfactory
information and answers concerning the business and financial condition of the
Company in response to all inquiries in respect thereof. 

(e) 

 Risks. Grantee acknowledges and understands that (i)
an investment in the Company constitutes a high risk, (ii) the Restricted Shares
are highly speculative, and (iii) there can be no assurance as to what
investment return, if any, there may be. Grantee is aware that the Company may
issue additional securities in the future which could result in the dilution of
Grantee’s ownership interest in the Company. Grantee has reviewed and is
familiar with the reports filed by the Company with the Securities and Exchange
Commission, including the Company’s last annual report on Form 10K and any
subsequent report filed by the Company, including any risks described
therein.

(f) 

 Valid Agreement. This Agreement when executed and
delivered by Grantee will constitute a valid and legally binding obligation of
Grantee which is enforceable in accordance with its terms. 

(g) 

 Residence. The address set forth on the Notice of
Restricted Shares Grant is Grantee’s current address and accurately sets forth
Grantee’s place of residence. 

(h) 

 Tax Consequences. Grantee has reviewed with
Grantee’s own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this
Agreement. Grantee is relying solely on such advisors and not on any statements
or representations of the Company or any of its agents. Grantee understands that
Grantee (and not the Company) is responsible for Grantee’s own tax liability
that may arise as a result of the transactions contemplated by this Agreement.
Grantee understands that Section 83 of the Internal Revenue Code of 1986, as
amended (the “Code”), taxes as ordinary income the difference between the
purchase price for the Restricted Shares and the fair market value of the Restricted Shares as of the date any restrictions on the
Restricted Shares lapse. Grantee understands that Grantee may elect to be taxed
at the time the Restricted Shares is purchased rather than when and as the
restrictions lapse by filing an election under Section 83(b) of the Code with
the Internal Revenue Service within 30 days from the date of purchase. The form
for making this election is attached as Exhibit A hereto. 

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GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY
AND NOT THE COMPANY’S TO FILE TIMELY ANY ELECTION UNDER SECTION 83(b), EVEN IF
GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON
GRANTEE’S BEHALF. 

7. 

 No Employment Contract Created. The issuance
of the Restricted Shares is not be construed as granting to Grantee any right
with respect to continuance of employment or any service with the Company or any
of its subsidiaries. The right of the Company or any of its subsidiaries to
terminate at will Grantee's employment or terminate Grantee’s service at any
time (whether by dismissal, discharge or otherwise), with or without cause, is
specifically reserved, subject to any other written employment or other
agreement to which the Company and Grantee may be a party. 

8. 

 Tax Withholding. The Company has the power and
the right to deduct or withhold, or require Grantee to remit to the Company, an
amount sufficient to satisfy Federal, state and local taxes (including the
Grantee’s FICA obligation) required by law to be withheld with respect to the
grant and vesting of the Restricted Shares. 

9. 

 Interpretation. The Restricted Shares are
being issued pursuant to the terms of the Agreement, and are to be interpreted
in accordance therewith. The Administrator will interpret and construe this
Agreement, and any action, decision, interpretation or determination made in
good faith by the Administrator will be final and binding on the Company and
Grantee. 

10. 

 Notices. All notices or other
communications which are required or permitted hereunder will be in writing and
sufficient if (i) personally delivered or sent by telecopy, (ii) sent by
nationally-recognized overnight courier or (iii) sent by registered or certified
mail, postage prepaid, return receipt requested, addressed as follows: 

if to Grantee, to the address set forth below:

5700 Henry Cook Blvd. Suite #6333 
Plano, TX 75024-4542 

if to the Company, to the attention of the Corporate Secretary
at the address set forth below: 

China Nutrifruit Group Limited
5th Floor, Chuangye Building,
Chuangye Plaza
Industrial Zone 3, Daqing Hi-Tech Industrial Development Zone

Daqing, Heilongjiang China 163316 

or to such other address as the party to whom notice is to be
given may have furnished to the other party in writing in accordance herewith.
Any such communication will be deemed to have been given (i) when delivered, if
personally delivered, or when telecopied, if telecopied, (ii) on the first
Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (iii) on the fifth Business Day
following the date on which the piece of mail containing such communication is
posted, if sent by mail. As used herein, “Business Day” means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which
the notice or communication is to be sent are not required to be open. 

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11. 

 Specific Performance. Grantee expressly
agrees that the Company will be irreparably damaged if the provisions of this
Agreement are not specifically enforced. Upon a breach or threatened breach of
the terms, covenants and/or conditions of this Agreement by Grantee, the Company
will, in addition to all other remedies, be entitled to a temporary or permanent
injunction, without showing any actual damage, and/or decree for specific
performance, in accordance with the provisions hereof and thereof. The
Administrator has the power to determine what constitutes a breach or threatened
breach of this Agreement. Any such determinations will be final and conclusive
and binding upon Grantee. 

12. 

 No Waiver. No waiver of any breach or
condition of this Agreement will be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature. 

13. 

 Grantee Undertaking. Grantee hereby
agrees to take whatever additional actions and execute whatever additional
documents the Company may in its reasonable judgment deem necessary or advisable
in order to carry out or effect one or more of the obligations or restrictions
imposed on Grantee pursuant to the express provisions of this Agreement. 

14. 

 Modification of Rights. The rights of
Grantee are subject to modification and termination in certain events as
provided in this Agreement. 

15. 

 Governing Law. This Agreement is
governed by, and construed in accordance with, the laws of the State of Nevada,
without giving effect to its conflict or choice of law principles that might
otherwise refer construction or interpretation of this Agreement to the
substantive law of another jurisdiction.

16. 

 Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original, but all of which together will constitute one
and the same instrument. Facsimile execution and delivery of this Agreement is
legal, valid and binding execution and delivery for all purposes. 

17. 

 Entire Agreement. This Agreement
(including the Notice of Restricted Shares Grant), constitute the entire
agreement between the parties with respect to the subject matter hereof, and
supersede all previously written or oral negotiations, commitments,
representations and agreements with respect thereto. 

18. 

 Severability. In the event one or more
of the provisions of this Agreement should, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability will not affect any other provisions of this Agreement, and
this Agreement will be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. 

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19. 

 WAIVER OF JURY TRIAL. THE GRANTEE
HEREBY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN. 

[Signature Page Follows] 




IN WITNESS WHEREOF, the parties hereto have executed
this Restricted Share Grant Agreement as of the date first written above. 


	CHINA NUTRIFRUIT GROUP LIMITED 
	  
	  
	By:_______________________________
	      Name: 
	      Title: 
	  
	  
	GRANTEE:   
	  
	     
      _______________________________
	      Name:




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SPOUSE'S CONSENT TO AGREEMENT 
(Required where Grantee
resides in a community property state) 

I acknowledge that I have read the Agreement and that I know
and understand the contents of both. I am aware that my spouse has agreed
therein to the imposition of certain forfeiture provisions and restrictions on
transferability with respect to the Restricted Shares that are the subject of
the Agreement, including with respect to my community interest therein, if any,
on the occurrence of certain events described in the Agreement. I hereby consent
to and approve of the provisions of the Agreement, and agree that I will abide
by the Agreement and bequeath any interest in the Restricted Shares which
represents a community interest of mine to my spouse or to a trust subject to my
spouse's control or for my spouse's benefit or the benefit of our children if I
predecease him. 

	 	 
	Dated:                                                                         
      	                                                                        
      
	 	Signature 
	 	  
	 	  
	 	                                                                        
      
	 	Print Name 


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Exhibit A 

ELECTION UNDER SECTION 83(b) 
OF THE INTERNAL REVENUE CODE
OF 1986 

The undersigned taxpayer hereby elects, pursuant to Sections 55
and 83(b) of the Internal Revenue Code of 1986, as amended, to include in
taxpayer’s gross income or alternative minimum taxable income, as the case may
be, for the current taxable year the amount of any compensation taxable to
taxpayer in connection with taxpayer’s receipt of the property described below.


1. 

The name,
address, taxpayer identification number and taxable year of the undersigned are
as follows: 


		TAXPAYER: 	SPOUSE: 
	NAME: 	 	  
	ADDRESS: 	 	  
	IDENTIFICATION NO.: 	 	  
	TAXABLE YEAR: 	 	  



2. 

The property with respect to which the election is made is
described as follows: ____ shares (the “Shares”) of the Common Stock of China Nutrifruit Group Limited (the “Company”). 

3. 

The date on which
the property was transferred is: ___________________, ______. 

4. 

The property is
subject to the following restrictions: 

The Shares may not be transferred and are subject to forfeiture
under the terms of an agreement between the taxpayer and the Company. These
restrictions lapse upon the satisfaction of certain conditions contained in such
agreement. 

5. 

The fair market
value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such property
is: $_________________. 

6. 

The amount (if
any) paid for such property is: $_________________. 

The undersigned has submitted a copy of this statement to the
person for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. The transferee of such property is the
person performing the services in connection with the transfer of said property.


The undersigned understands that the foregoing election may
not be revoked except with the consent of the Commissioner. 

	Dated: ______________________, ______	______________________            
	 	Taxpayer 


The undersigned spouse of taxpayer joins in this election. 

	Dated: ______________________, ______	______________________
	 	Spouse of Taxpayer 


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