INSTRUMENT
      OF GRANT OF NONQUALIFIED STOCK OPTION

     

    INSTRUMENT
      OF GRANT dated as of the 31st
      day of
      January, 2008 from Discovery Technologies, Inc., a Nevada corporation (the
      “Company”), to ________ (the “Optionee”).

     

    W
      I T
      N E S S E T H:

     

    WHEREAS,
      the Company has, on the date of this Instrument of Grant, granted Optionee
      a
      nonqualified stock option to purchase from the Company shares of the Company’s
      common stock, par value $.001 per share (“Common Stock”);

     

    WHEREFORE,
      the Company does hereby grant to the Optionee the following option:


     

    1. Stock
      Option.
      Subject
      to the terms and conditions set forth in this Instrument of Grant, the Company
      hereby grants to the Optionee a non-qualified stock option (the “Option”) to
      purchase from the Company [ number
      in
      Words] (________) shares (the “Optioned Shares”) of Common Stock at an exercise
      price (the “Exercise Price”) of three and 25/100 dollars ($3.25) per share,
      being not less than the fair market value per share on the date of this
      Instrument of Grant.

     

    2. Exercise
      Period.
      The
      Option shall become immediately exercisable in full, and shall expire and
      terminate at 5:00 P.M. Eastern time on January 30, 2011 (the “Exercise Period”);
      provided, however, that if such date is a day on which banks in the State of
      New
      York are authorized or permitted to be closed, then the Exercise Period shall
      end at 5:00 P.M. Eastern time on the next day which is not such a
      day.

     

    3. Termination.
      This
      Option shall terminate, and Optionee shall have no further rights under this
      Option, at the expiration of the Exercise Period; provided, however, that in
      the
      event of the Optionee’s death, this Option may be exercised by his legal
      representative, to the extent exercisable on the date of Optionee’s death, for
      the balance of the Exercise Period.

     

    4. Manner
      of Exercise.

     

    (a) The
      Option shall be exercised by written notice of exercise in the form of Exhibit
      A
      to this Instrument of Grant addressed to the Company and signed by the Optionee
      and delivered to the Company along with this Instrument of Grant and payment
      in
      full of the Exercise Price of the Optioned Shares as to which the Option is
      being exercised. If the Option is exercised in part only, the Company will
      either issue a new Instrument of Grant with respect to the unexercised portion
      of the Option or shall make a notation on this Instrument of Grant reflecting
      the partial exercise.

     

    (b) The
      Exercise Price is payable by certified or official bank check or by personal
      check; provided, however, that no Optioned Shares shall be issued to Optionee
      until the Company has been advised by its bank that the check has
      cleared.

     

    (c) The
      Option may also be exercised by the delivery to the Company of shares of Common
      Stock having a fair market value, as of the date of exercise, equal to the
      Exercise Price of the Optioned Shares to the extent that the Option is being
      exercised.

     

    (d) In
      lieu
      of delivery of the cash price or stock consideration for the option exercise,
      the Optionee shall have the right, at its option, from time to time or times
      during the Exercise Period, elect to exercise the Option through a “cashless
      exercise,” in which the Optionee shall be entitled to purchase the shares based
      on the following formula:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              X
                =
                Y [(A-B)/A]

            
	 	 
	
              where:                                                              

            	 
	 	 
	 	
              X
                =
                the number of shares the Optionee is to receive as the result of
                option
                exercise.

            
	 	 
	 	
              Y
                =
                the number of Optioned Shares.

            
	 	 
	 	
              A
                =
                the arithmetic average of the closing prices for the five trading
                days
                immediately prior to (but not including) the exercise
                date.

            
	 	 
	 	
              B
                =
                the Exercise Price

            


    

     

    (e)  (i) In
      the
      event of the merger or consolidation of the Company with or into any corporation
      or other entity or in the event of the sale by the Company of all or
      substantially all of its business and assets followed by a distribution of
      assets to the stockholders in connection with a liquidation or partial
      liquidation of the Company or in the event of a similar transaction (each a
      “Merger Transaction”), prior to the expiration of this Option, this Option shall
      be converted into the consideration payable with respect to the Common Stock
      in
      the Merger Transaction (the “Merger Consideration”) as follows.

     

    (ii) The
      Optionee shall receive Merger Consideration having a value equal to the
      appreciation, if any, of this Option. The appreciation of this Option shall
      be
      determined by multiplying the number of shares subject to this Option by the
      difference between (i) the value of the Merger Consideration payable with
      respect to one share of Common Stock and (ii) the Exercise Price of this Option.
      If the value of the Merger Consideration shall be equal to or less than the
      Exercise Price, this Option shall not be converted into Merger Consideration,
      but shall terminate, to the extent not exercised, at the effective time of
      the
      Merger Transaction.

     

    (iii) The
      consideration payable to the Optionee shall be in the same form as the Merger
      Consideration. If the Merger Consideration shall consist of both cash and
      non-cash consideration, the consideration payable upon conversion of this Option
      shall be a combination of cash and non-cash consideration in the same proportion
      as the Merger Consideration is payable to the holders of the Common
      Stock.

     

    (iv) If
      and to
      the extent that the Merger Consideration is other than cash, the value of the
      non-cash Merger Consideration shall be determined in good faith by the Company’s
      Board of Directors, and the Company shall promptly advise the Optionee of such
      determination. If the Optionee disagrees with the determination of the Board
      of
      Directors, the Optionee shall have the right to exercise this Option by paying
      the Exercise Price as provided in Section 4(b) (c) or (d) of this Instrument
      of
      Grant prior to the effectiveness of the Merger Transaction. If the Option is
      not
      exercised prior to the effectiveness of the Merger Transaction, the Option
      shall
      be automatically converted or terminated, as the case may be, as provided in
      this Section 4(e).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (f) The
      Optioned Shares, when issued upon exercise of the Option, will be duly and
      validly authorized and issued, fully paid and non-assessable.

     

    (g) In
      connection with any exercise of this Option, the Optionee shall,
      contemporaneously with the exercise of this Option, to the extent required
      by
      law, pay or provide for payment of any withholding taxes due as a result of
      such
      exercise.

     

    5. Adjustment
      Provisions.
      The
      number of shares of Common Stock subject to the Option and the Exercise Price
      shall be adjusted in accordance with generally accepted accounting principles
      in
      the event of a stock dividend, stock split, stock distribution, reverse split
      or
      other combination of shares, recapitalization or otherwise, which affects the
      Common Stock.

     

    6. Transferability.
      The
      Option is not transferable by the Optionee except that, in the event of
      Optionee’s death or incompetence, the Option may be exercised by Optionee’s
      legal representative or by the persons to whom the Option is transferred by
      will
      or the laws of descent and distribution.

     

    7. No
      Rights As a Stockholder.
      The
      Optionee shall have no interest in and shall not be entitled to any voting
      rights or any dividend or other rights or privileges of a stockholder of the
      Company with respect to any shares of Common Stock issuable upon exercise of
      this Option prior to the exercise of this Option and payment of the Exercise
      Price of the Optioned Shares. 

     

    8. No
      Rights to Continued Service.
      Nothing
      in this Instrument of Grant shall be constructed as an employment or consulting
      agreement.

     

    9. Legality.
      Anything in this Option to the contrary notwithstanding, the Optionee agrees
      that he or she will not exercise the Option, and that the Company will not
      be
      obligated to issue any shares of Common Stock pursuant to this Option, if the
      exercise of the Option or the issuance of such shares shall constitute a
      violation by the Optionee or by the Company of any provisions of any law or
      of
      any regulation of any governmental authority. Any determination by the Board
      of
      Directors or the Compensation Committee (the “Committee”) of the Board of
      Directors, if appointed, shall be final, binding and conclusive. The Company
      shall not be obligated to take any affirmative action in order to cause the
      exercise of the Option or the issuance of shares pursuant thereto to comply
      with
      such law or regulation. The Optionee understands that, unless the issuance
      of
      the Optioned Shares is registered pursuant to the Securities Act of 1933, as
      amended (the “Securities Act”), the Optioned Shares, if and when issued, will be
      restricted securities, as defined in Rule 144 of the Securities and Exchange
      Commission pursuant to the Securities Act. The Company shall not be required
      to
      issue any Optional Shares if the issuance thereof is not permitted pursuant
      to
      the Securities Act or if the Optioned Shares are not registered pursuant to
      the
      Securities Act.

     

    10. Action
      by Company.
      The
      existence of the Option shall not effect in any way the right or power of the
      Company or its stockholders to make or authorize any or all adjustments,
      recapitalization, reorganizations or other changes in the Company’s capital
      structure or its business, or any merger or consolidation of the Company, or
      any
      issue of bonds, debentures, preferred or prior preference stocks ahead of or
      affecting the Common Stock or the rights thereof, or the dissolution or
      liquidation of the Company, or any sale or transfer of all or any part of its
      assets or business, or any other corporate act or proceeding, whether of a
      similar character or otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    11. Interpretation.
      As a
      condition of the granting of the Option, the Optionee and each person who
      succeeds to the Optionee’s rights hereunder, agrees that any dispute or
      disagreement which shall arise under or as a result of or pursuant to this
      Option shall be determined by the Committee in its sole discretion and that
      any
      interpretation by the Committee of the terms of this Instrument of Grant shall
      be final, binding and conclusive. If no Committee is acting, its functions
      shall
      be performed by the Board of Directors, and each reference in this Option to
      the
      Committee shall, in that event, be deemed to refer to the Board of
      Directors.

     

    12. Notice.
      Any
      notice which either party hereto may be required or permitted to give to the
      other shall be in writing, and any be delivered personally or by mail, postage
      prepaid, addressed as follows: to the Company, at 3rd Floor, Borough A, Block
      A.
      No.181, South Taibai Road, Xi’an, Shaanxi Province, PRC 710065, Attention: Chief
      Financial Officer, or at such other address as the Company, by notice, may
      designate in writing from time to time; to the Optionee, at the address shown
      on
      the records of the Company or at such other address as the Optionee, by notice
      to the Company, may designate in writing from time to time.

     

    [Signatures
      on following page]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has executed this Instrument of Grant as of the
      date first above written.

     

    
      	
              DISCOVERY
                TECHNOLOGIES, INC.

            
	 	 
	 	 
	
              By:

            	
               

            
	
              Name:
                

            	
              Tao
                Li

            
	
              President
                and Chief Executive Officer

            
	 
	 
	
              Optionee:

            
	 
	
               

            
	
              (Signature)

            
	 
	 
	 
	 
	
              (Address)

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

     

    EXERCISE
      FORM

     

    DISCOVERY
      TECHNOLOGIES, INC.

     

    The
      undersigned _______________, pursuant to the provisions of the within Instrument
      of Grant dated as of January 31, 2008, hereby elects to exercise _____ Options
      covered by the Instrument of Grant

     

    
      	
              Dated:
                _________________ 

            	
              Signature

            	 
	 	 	 
	 	 	 
	 	
              Address

            	 
	 	 	 
	 	 	 


    

     

    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Optionee on the date of Exercise: _________________________

     

    The
      undersigned intends that payment of the Exercise Price shall be made as (check
      one):

     

    Cash
      Exercise_______

     

    Cashless
      Exercise_______

     

    If
      the
      Optionee has elected a Cash Exercise, the Optionee shall pay the sum of
      $________ by certified or official bank check (or via wire transfer) to the
      Issuer in accordance with the terms of the Instrument of Grant.

     

    If
      the
      Option has elected a Cashless Exercise, a certificate shall be issued to the
      Optionee for the number of shares equal to that as calculated pursuant to
      Section 4(d) of the Instrument of Grant.