Exhibit
      10.1

     

    YUHE
      INTERNATIONAL, INC. 

     

    FORM
      OF STOCK OPTION AGREEMENT 

     

    
      
        
          	I.	
                  NOTICE
                    OF STOCK OPTION GRANT 

                


        

      

    

     

    
      	
            	Name:	
              [to
                be inserted] (the “Optionee”)

            


    

     

    
      	
            	Address:	
              301
                Hailong Street, Hanting District, Weifang, Shandong Province, the
                People’s
                Republic of China

            


    

     

    You
      have
      been granted a nonstatutory stock option (the “Option”) to purchase common stock
      of Yuhe International, Inc. (the “Company”) (the “Common Stock”), subject to the
      terms and conditions of this Stock Option Agreement (the “Agreement”), as
      described below:- 

     

    
      	
              Grant
                Number

            	 	 	
               
                

            	 
	
               

            	 	 	

            	 
	
               

            	 	 	

            	 
	
              Date
                of Grant

            	 	 	
               
                

            	 
	
               

            	 	 	

            	 
	
               

            	 	 	

            	 
	
              Vesting
                Commencement Date

            	 	 	
               
                

            	 
	
               

            	 	 	

            	 
	
               

            	 	 	

            	 
	
              Exercise
                Price per Share 

            	 	
              $

            	
               
                

            	 
	
               

            	 	 	

            	 
	
               

            	 	 	

            	 
	
              Total
                Number of Shares Granted

            	 	 	
               
                

            	 
	
               

            	 	 	

            	 
	
               

            	 	 	

            	 
	
              Total
                Exercise Price 

            	 	
              $

            	
               
                

            	 
	
               

            	 	 	

            	 
	 	 	 	

            	 
	
               Term/Expiration
                Date:

            	 	 	
               
                

            	 


    

     

    Vesting
      Schedule:
      Subject
      to Optionee’s continued service with the Company through the vesting period, the
      Option will vest and become exercisable in equal installments on each of the
      first three anniversaries of the grant date, so that if the Optionee is still
      serving as the [to be inserted] of the Company on the third anniversary of
      the
      grant date, the Optionee will be fully vested in the Option by that
      date.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Termination
      Period:
      The
      Option will expire, and this Option may not be exercise (even as to vested
      shares) on the fifth anniversary of the grant date (or earlier if Optionee’s
      service with the Company terminates prior to that date) or after the date on
      which the Option terminates by virtue of Change of Control (as defined in the
      Agreement attached hereto).

     

    By
      your
      signature and the signature of the Company’s representative below, you and the
      Company agree that this Option is granted under and governed by the terms and
      conditions of the Agreement, including this Notice of Grant, all as set forth
      herein. 

     

    
      	
              OPTIONEE:

            	 	
              YUHE
                INTERNATIONAL, INC.

            
	 	 	 
	 	 	 
	
              Signature

            	 	
              By

            
	 	 	 
	 	 	 
	
              Print
                Name:

            	 	
              Title

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	II.	
              AGREEMENT 

            


    

     

    
      	
            	A.	
              Definitions

            


    

     

    (a) “Applicable
      Laws” means any national, federal, state or local law, statute, rule,
      regulation, ordinance, order, decree, directive, requirement, code, notice
      or
      rule of common law, now or in the future in effect, and in each case as amended
      or re-enacted from time to time, and legislation supplemental to it, and any
      judicial or administrative interpretation of it by a governmental authority
      or
      otherwise, including any judicial or administrative order, determination,
      consent, decree or judgment applicable to or having jurisdiction over, as the
      context requires, the Option and any other matters that are subject to this
      Agreement and “Applicable Laws” shall be construed accordingly.

     

    (b) “Cause”
      for termination of Optionee’s employment will exist if Optionee is terminated by
      the Company for any of the following reasons: (i) Optionee’s willful failure
      substantially to perform his duties and responsibilities to the Company or
      deliberate violation of a Company policy; (ii) Optionee’s commission of any act
      of fraud, embezzlement, dishonesty or any other willful misconduct that has
      caused or is reasonably expected to result in material injury to the Company;
      (iii) unauthorized use or disclosure by Optionee of any proprietary information
      or trade secrets of the Company or any other party to whom Optionee owes an
      obligation of nondisclosure as a result of his relationship with the Company;
      or
      (iv) Optionee’s willful breach of any of his obligations under any written
      agreement or covenant with the Company. The determination as to whether Optionee
      is being terminated for Cause shall be made in good faith by the Company and
      shall be final and binding on Optionee. 

     

    (c) “Change
      of Control” means, unless such term or an equivalent term is otherwise defined
      with respect to an Option by the Company’s written contract of employment or
      service, the occurrence of any of the following:

     

    (i)
      any
      merger or consolidation in which the Company shall not be the surviving entity
      (or survives only as a subsidiary of another entity whose shareholders did
      not
      own all or substantially all of the Common Stock in substantially the same
      proportions as immediately prior to such transaction), 

     

    (ii)
      the
      sale of all or substantially all of the Company's assets to any other person
      or
      entity (other than a wholly-owned subsidiary), 

     

    (iii)
      the
      acquisition of beneficial ownership of a controlling interest (including,
      without limitation, power to vote) the outstanding shares of Common Stock by
      any
      person or entity (including a “group” as defined by or under Section 13(d)(3) of
      the Securities Exchange Act of 1934, as amended), 

     

    (iv)
      the
      dissolution or liquidation of the Company, 

     

    (v)
      a
      contested election of the Company’s Directors, as a result of which or in
      connection with which the persons who were Directors before such election or
      their nominees (the “Incumbent Directors”) cease to constitute a majority of the
      Company’s Board of Directors; provided however that if the election, or
      nomination for election by the Company’s shareholders, of any new director was
      approved by a vote of at least fifty percent (50%) of the Incumbent Directors,
      such new Director shall be considered as an Incumbent Director, or 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (vi)
      any
      other event specified by the Company’s Board or Compensation Committee,
      regardless of whether at the time the Option is granted or
      thereafter.

     

    (d) “Fair
      Market Value” means, as of any date, the value of a share of Common Stock
      determined by the Administrator in good faith using a reasonable application
      of
      a reasonable valuation method without regard to any restriction other than
      a
      restriction which, by its terms, will never lapse. Whenever
      possible and if relevant, the determination of Fair Market Value shall be based
      upon the closing price for the Shares as reported in the Wall Street Journal
      for
      the applicable date. 

     

    
      	
            	B.	
              Grant
                of Option.

            


    

     

    The
      administrator hereby grants to Optionee named in the Notice of Stock Option
      Grant (the “Notice”) attached as Part I of this Agreement the Option to
      purchase the number of shares of Common Stock (the “Shares”), as set forth in
      the Notice, at the exercise price per Share set forth in the Notice (the
“Exercise Price”). The Company’s Compensation Committee shall be the
      administrator (the “Administrator”) of this Option and its good faith
      determinations with regard to this Option, the Notice, and this Agreement shall
      be final and binding on all parties.

     

    
      	
            	C.	
              Exercise
                of Option.
                

            


    

     

    (a)  Right
      to Exercise.
      This
      Option is exercisable during its term with respect to vested Shares in
      accordance with the Vesting Schedule set out in the Notice and the applicable
      provisions of this Agreement. No Shares will be issued, and the Company will
      have no liability for the failure to issue Shares, pursuant to the exercise
      of
      this Option unless such issuance and exercise comply with all Applicable Laws.
      Assuming such compliance, for income tax purposes the exercised Shares will
      be
      considered transferred to Optionee on the date the Option is exercised with
      respect to such exercised Shares. 

     

    (b) Method
      of Exercise.
      This
      Option is exercisable through E*Trade Financial by contacting E*Trade Financial
      online at www.etrade.com or by phone at 1-800-838-0908, and following E*Trade
      Financial’s procedures as well as through any other means that may be designated
      by the Company from time to time (such applicable notice procedure is referred
      to as the “Exercise Notice”). The Exercise Notice will be delivered as so
      specified and accompanied by payment of the aggregate Exercise Price in a manner
      consistent with Section II.D. below, as to all vested Shares in respect of
      which
      the Option is being exercised (the “Exercised Shares”) together with any
      applicable withholding taxes. This Option will be deemed to be exercised upon
      receipt by the Company of such fully executed Exercise Notice accompanied by
      such aggregate Exercise Price and applicable withholding taxes. 

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
            	D.	
              Method
                of Payment.
                

            


    

     

    Payment
      of the aggregate Exercise Price will be by any of the following, or a
      combination thereof, at the election of Optionee: 

     

    1. cash,
      check or wire transfer;

     

    2. consideration
      received by the Company under a cashless, brokered exercise program permitted
      by
      the Company in connection with its stock option programs; or

     

    3. surrender
      of vested shares of Common Stock (or by attestation) which have been owned
      by
      you and have not been subject to substantial risk of forfeiture
      for a reasonable period of time as may be necessary to avoid liability
      accounting treatment and
      having
      an aggregate Fair Market Value on the date of surrender equal to the aggregate
      Exercise Price of the Exercised Shares. 

     

    
      	
            	E.	
              Change
                of Control.
                

            


    

     

     In
      the event there is a Change of Control, as determined by the Board or the
      Compensation Committee, the Administrator may, in its discretion,
      (i) provide for the assumption or substitution of, or adjustment to, the
      Option; (ii) accelerate the vesting of the Option; and/or
      (iii) provide for termination of the Option as a result of the Change of
      Control on such terms and conditions as it deems appropriate, including
      providing for the cancellation of the Option for a cash payment to Optionee.
      

     

    
      	
            	F.	
              Termination
                of Employment.
                

            


    

     

    Following
      the date of termination of Optionee’s employment with the Company for any reason
      (the “Termination Date”), Optionee may exercise the Option only as set forth in
      the Notice and this Section F. In the event of termination of Optionee’s
      employment other than as a result of Optionee’s disability or death or for
      Cause, Optionee may, to the extent Optionee is vested in the Exercised Shares
      at
      the Termination Date, exercise the Option for 90 days after termination (but
      in
      no event later than the Expiration Date set forth in the Notice). In the event
      of termination of Optionee’s employment with the Company as a result of
      Optionee’s disability, Optionee may, but only within twelve months
      from the Termination Date, exercise the Option to the extent Optionee was vested
      in the Exercised Shares as of the Termination Date. In the
      event
      of the death of Optionee during the term of the Option and while an employee
      of
      the Company, the Option may be exercised at any time within twelve months
      following the date of death by Optionee’s estate or by a person who acquired the
      right to exercise the Option by bequest or inheritance, but only to the extent
      Optionee was vested in the Option as of the Termination Date. In the event
      Optionee’s employment with the Company is terminated for Cause, the Option shall
      terminate immediately upon such termination for Cause. In the event Optionee’s
      employment with the Company is suspended pending investigation of whether such
      relationship shall be terminated for Cause, all Optionee’s rights under the
      Option, including the right to exercise the Option, shall be suspended during
      the investigation period. To the extent that Optionee is not entitled to
      exercise the Option as of the Termination Date, or if Optionee does not exercise
      the Option within the periods set forth above, the Option shall terminate in
      its
      entirety. In no event, may any Option be exercised after the Expiration Date
      of
      the Option as set forth in the
      Notice.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
            	G.	
              Non-Transferability
                of Option.
                

            


    

     

    This
      Option may not be transferred in any manner otherwise than by will or by the
      laws of descent or distribution and may be exercised during the lifetime of
      Optionee only by Optionee. The terms of this Agreement will be binding upon
      the
      executors, administrators, heirs, successors and assigns of Optionee.


     

    
      
        
          	
                	H.	
                  Term
                    of Option.
                    

                


        

      

    

     

              This
      Option may be exercised only within the term set out in the Notice, and may
      be
      exercised during such term only in accordance with the terms of this Agreement.
      

     

    
      
        
          	
                	I.	
                  Adjustments.
                    

                


        

      

    

     

    In
      the
      event that any dividend or other distribution (whether in the form of cash,
      Shares, other securities, or other property), recapitalization, stock split,
      reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
      combination, repurchase, or exchange of Shares or other securities of the
      Company, or other change in the corporate structure of the Company affecting
      the
      Shares occurs, the Administrator, in order to prevent diminution or enlargement
      of the benefits or potential benefits intended to be made available under this
      Agreement, shall proportionately adjust the number and class of Shares that
      may
      be delivered under this Agreement and the per Share Exercise Price applicable
      hereto. The Administrator’s determinations with regard to any such adjustment
      shall be final and binding on all parties.

     

    
      	
            	J.	
              Tax
                Obligations. 

            


    

     

    By
      Optionee’s acceptance: Optionee agrees to make appropriate arrangements with the
      Company for the satisfaction of all applicable federal, state, and local income
      and employment tax withholding requirements applicable to the Option, including
      upon exercise thereof. Optionee acknowledges and agrees that the Company may
      refuse to honor the exercise and refuse to deliver Shares if such withholding
      amounts are not satisfied in a manner permitted hereunder at the time of
      exercise. 

     

    Optionee
      may satisfy such tax withholding obligation, in whole or in part by any one
      or
      more of the following or any combination of the following: (a) paying cash
      to the Company (including through the Company’s withholding on or in advance of
      the exercise date from cash compensation amounts otherwise owed to Optionee),
      (b) electing to have the Company withhold Shares otherwise deliverable upon
      exercise of the Option which Shares have an aggregate Fair Market Value that
      does not exceed the minimum required statutory withholding amount,
      (c) delivering (or attesting) to the Company other Shares which
      have been owned by Optionee and have not been subject to substantial risk of
      forfeiture
      for a reasonable period of time as may be necessary to avoid liability
      accounting treatment and that have an aggregate Fair Market Value that does
      not
      exceed the minimum required statutory withholding amount or (d) pursuant to
      a
      cashless exercise program. The Fair Market Value of the Shares to be withheld
      or
      delivered will be determined as of the date that the taxes are required to
      be
      withheld in a manner consistent with the Administrator’s determination of Fair
      Market Value with respect to options granted under the Agreement. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    In
      addition, Optionee agrees that he is responsible for any applicable taxes of
      any
      nature (including any penalties or interest that may apply to such taxes) that
      the Company reasonably determines apply with respect to the Option.

     

    Optionee
      understands that the per share “Exercise Price” for the Shares is intended to be
      at least equal to the fair market value of the Company’s Common Stock at the
      date of grant and that the Company has attempted in good faith to make the
      fair
      market value determination in compliance with applicable tax law although there
      can be no certainty that the IRS will agree. Optionee understands that if the
      IRS does not agree and asserts that the fair market value at the time of grant
      is higher than the Exercise Price, the IRS could seek to impose greater taxes
      on
      Optionee, including interest and penalties under Internal Revenue Code Section
      409A.

     

    
      
        
          	
                	K.	
                  Entire
                    Agreement; Governing Law. 

                


        

      

    

     

              The
      Option is governed under the rules and in the manner specified in the Notice
      and
      in this Agreement, which constitute the entire agreement between the parties
      with respect hereto and, except as specifically set forth herein, supersede
      in
      their entirety all prior undertakings and agreements of the Company and Optionee
      with respect to the subject matter hereof. The Notice and this Agreement are
      governed by the internal substantive laws, but not the choice of law rules,
      of
      Nevada. 

     

    
      
         

      

      
        7