American Lorain Corporation - Exhibit 10.3 - Filed by newsfilecorp.com






NON-COMPETITION AND NON-SOLICITATION AGREEMENT 

            THIS
NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”)
is being executed and delivered as of
[          ] by [_____________]
(“Seller”) [and ______________, an individual that is a
shareholder of Seller or otherwise serving as officer, director, manager or
employee of Seller and serving as a shareholder, director, officer, manager or
employee of the Company (as defined below) or any of its Subsidiaries
(“Manager” and, together with Seller, the “Subject
Parties”)], in favor of and for the benefit of American Lorain
Corporation, a Nevada corporation (“Purchaser”), Shengrong
Environmental Protection Holding Company Limited, a business company
incorporated in the British Virgin Islands with limited liability (the
“Company”), and each of Purchaser’s and/or the Company’s
respective present and future Affiliates, successors and direct and indirect
Subsidiaries (collectively, the “Covered Parties”). Any
capitalized term used, but not defined in this Agreement will have the meaning
ascribed to such term in the Share Exchange Agreement. 

            WHEREAS,
on December 22, 2016, Purchaser, the Company and the Seller entered into that
certain Share Exchange Agreement (as amended from time to time in accordance
with the terms thereof, the “Share Exchange Agreement”), by and
among Purchaser, the Company and the shareholders of the Company named therein,
including Seller (the “Company Shareholders”), pursuant to which,
subject to the terms and conditions thereof, Purchaser will acquire from the
Company Shareholders all of the issued and outstanding equity interests of the
Company in exchange for 114,000,000 Purchaser Ordinary Shares; 

            WHEREAS,
the Company, indirectly through its Subsidiaries, provides industrial waste
management services in China (the “Business”); 

            WHEREAS,
in connection with, and as a condition to the consummation of the transactions
contemplated by the Share Exchange Agreement (the “Transactions”),
and to enable Purchaser to secure more fully the benefits of the Transactions,
including the protection and maintenance of the goodwill and confidential
information of the Company and its Subsidiaries, Purchaser has required that the
Subject Parties enter into this Agreement; 

            WHEREAS,
the Subject Parties are entering into this Agreement in order to induce
Purchaser to consummate the Transactions, pursuant to which each Subject Party
will directly or indirectly receive a material benefit; and 

            WHEREAS,
Seller, as a former owner of the Company, and Manager, as a former shareholder,
director, officer or employee of the Company or its Subsidiaries, have
contributed to the value of the Company and have obtained extensive and valuable
knowledge and confidential information concerning the business of the Company
and its Subsidiaries. 

            NOW,
THEREFORE, in order to induce Purchaser to consummate the Transactions, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, each Subject Party hereby agrees as follows: 

            1.
Restriction on Competition. 

                                 (a)
Restriction. Each Subject Party hereby agrees that during the period from
the Closing until the later of (i) the four (4) year anniversary of the Closing
Date and (ii) the date on which the Subject Parties, their respective Affiliates
or any of their respective officers, directors or employees are no longer
directors, officers, managers or employees of the Company or any of its
Subsidiaries (the later of such date in this clause (ii) or the Closing Date,
the “Termination Date”, and such period from the Closing until the
later of clauses (i) and (ii), the “Restricted Period”), such
Subject Party will not, and will cause its Affiliates not to, without the prior
written consent of Purchaser (which may be withheld in its sole discretion),
anywhere in the Peoples’ Republic of China (the “Territory”),
directly or indirectly engage in the Business (other than through a Covered
Party) or own, manage, finance or control, or participate in the ownership,
management, financing or control of, or become engaged or serve as an officer,
director, member, partner, employee, agent, consultant, advisor or
representative of, a business or entity (other than a Covered Party) that
engages in the Business (a “Competitor”). Notwithstanding the
foregoing, (i) the Subject Parties and their respective Affiliates may own
passive portfolio company investments in a Competitor, so long as the Subject
Parties and their Affiliates and their respective shareholders, directors,
officer, managers and employees who were involved with the business of the Company
and its Subsidiaries are not involved in the management or control of such
Competitor (“Permitted Ownership”), and (ii) for the avoidance of
doubt, certain family members and associates of the Subject Parties as set forth
on Exhibit 1 hereto may continue to manage the businesses set forth next
to their respective names on Exhibit 1 hereto consistent with past
practice prior to the date hereof, even if such businesses are Competitors, so
long as the Subject Parties are not involved in the management or control of
such Competitors. 




                                 (b)
Acknowledgment. Each Subject Party acknowledges and agrees, based upon
the advice of legal counsel and/or such Subject Party’s own education,
experience and training, that (i) such Subject Party possesses knowledge of
confidential information of the Company and its Subsidiaries and the Business,
(ii) such Subject Party’s execution of this Agreement is a material inducement
to Purchaser to consummate the Transactions and to realize the goodwill of the
Company and its Subsidiaries, for which such Subject Party will receive a
substantial direct or indirect financial benefit, and that Purchaser would not
have entered into the Share Exchange Agreement or consummated the Transactions
but for the Subject Parties’ agreements set forth in this Agreement; (iii) it
would impair the goodwill of the Company and its Subsidiaries and reduce the
value of the assets of the Company and its Subsidiaries and cause serious and
irreparable injury if such Subject Party were to use its ability and knowledge
by engaging in the Business in competition with a Covered Party, and/or to
otherwise breach the obligations contained herein and that the Covered Parties
would not have an adequate remedy at law because of the unique nature of the
Business, (iv) such Subject Party has no intention of engaging in the Business
during the Restricted Period other than Permitted Ownership, (v) the relevant
public policy aspects of restrictive covenants, covenants not to compete and
non-solicitation provisions have been discussed, and every effort has been made
to limit the restrictions placed upon such Subject Party to those that are
reasonable and necessary to protect the Covered Parties’ legitimate interests,
(vi) the Covered Parties conduct and intend to conduct the Business everywhere
in the Territory and compete with other businesses that are or could be located
in any part of the Territory, (vii) the foregoing restrictions on competition
are fair and reasonable in type of prohibited activity, geographic area covered,
scope and duration, (viii) the consideration provided to such Subject Party
under this Agreement and the Share Exchange Agreement is not illusory, and (ix)
such provisions do not impose a greater restraint than is necessary to protect
the goodwill or other business interests of the Covered Parties. 

            2.
No Solicitation; No Disparagement. 

                                 (a)
No Solicitation of Employees and Consultants. Each Subject Party agrees
that, during the Restricted Period, such Subject Party will not, without the
prior written consent of Purchaser (which may be withheld in its sole
discretion), either on its own behalf or on behalf of any other Person (other
than, if applicable, a Covered Party in the performance of such Subject Party’s
duties on behalf of the Covered Parties), directly or indirectly: (i) hire or
engage as an employee, independent contractor, consultant or otherwise any
Covered Personnel (as defined below); (ii) solicit, induce, encourage or
otherwise cause (or attempt to do any of the foregoing) any Covered Personnel to
leave the service (whether as an employee, consultant or independent contractor)
of any Covered Party; or (iii) in any way interfere with or attempt to interfere
with the relationship between any Covered Personnel and any Covered Party;
provided, however, no Subject Party will be deemed to have
violated this Section 2(a) if any Covered Personnel voluntarily
and independently solicits an offer of employment from such Subject Party (or
other Person whom such Subject Party is acting on behalf of) by responding to a
general advertisement or solicitation program conducted by or on behalf of such
Subject Party (or such other Person whom such Subject Party is acting on behalf
of) that is not targeted at such Covered Personnel or Covered Personnel
generally, so long as such Covered Personnel is not hired. For purposes of this
Agreement, “Covered Personnel” shall mean any Person who is or was
an employee, consultant or independent contractor of the Covered Parties, (A) if
the relevant time of determination is before the Termination Date, as of such
date of determination or during the one (1) year period preceding such date and,
(B) if the relevant time of determination is after the Termination Date, as of
the Termination Date or during the one (1) year period preceding the Termination
Date. 

                                 (b)
Non-Solicitation of Customers and Suppliers. Each Subject Party agrees
that, during the Restricted Period, such Subject Party will not, without the
prior written consent of Purchaser (which may be withheld in its sole
discretion), individually or on behalf of any other Person (other than, if
applicable, a Covered Party in the performance of such Subject Party’s duties on
behalf of the Covered Parties), directly or indirectly: (i) solicit, induce,
encourage or otherwise cause (or attempt to do any of the foregoing) any Covered
Customer (as defined below) to (A) cease being, or not become, a client or
customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered
Customer with any Covered Party, or otherwise alter such business relationship
in a manner adverse to any Covered Party, in either case, with respect to or
relating to the Business; (ii) interfere with or disrupt (or attempt to
interfere with or disrupt) the contractual relationship between any Covered
Party and any Covered Customer; (iii) divert any business with any Covered
Customer relating to the Business from a Covered Party; (iv) solicit for
business, provide services to, engage in or do business with, any Covered
Customer for products or services that are part of the Business; or (v)
interfere with or disrupt (or attempt to interfere with or disrupt), any Person
that was a vendor, supplier, distributor, agent or other service provider of a
Covered Party at the time of such interference or disruption, for a purpose
competitive with a Covered Party as it relates to the Business. For purposes of
this Agreement, a “Covered Customer” shall mean any Person who is
or was an actual customer or client (or prospective customer or client with whom
a Covered Party actively marketed or made or taken specific action to make a
proposal) of a Covered Party, (A) if the relevant time of determination is
before the Termination Date, as of such date of determination or during the one
(1) year period preceding such date and, (B) if the relevant time of
determination is after the Termination Date, as of the Termination Date or
during the one (1) year period preceding the Termination Date. 




                                 (c)
Non-Disparagement. Each Subject Party agrees that from and after the
Closing Date such Subject Party will not directly or indirectly engage in any
conduct that involves the making or publishing (including through electronic
mail distribution or online social media) of any written or oral statements or
remarks (including the repetition or distribution of derogatory rumors,
allegations, negative reports or comments) that are disparaging, deleterious or
damaging to the integrity, reputation or good will of one or more Covered
Parties or their respective management, officers, employees, independent
contractors or consultants. Notwithstanding the foregoing, subject to Section
3 below, the provisions of this Section 2(c) shall not restrict any
Subject Party from providing truthful testimony or information in response to a
subpoena or investigation by a Governmental Authority or in connection with any
legal action by such Subject Party against any Covered Party under this
Agreement, the Share Exchange Agreement or any other Ancillary Document that is
asserted by such Subject Party in good faith. 

            3.
Confidentiality. From and after the Closing Date, each Subject Party will,
and will cause its Representatives to, keep confidential and not (except, if
applicable, in the performance of such Subject Party’s duties on behalf of the
Covered Parties) directly or indirectly use, disclose, reveal, publish, transfer
or provide access to, any and all Covered Party Information without the prior
written consent of Purchaser (which may be withheld in its sole discretion). As
used in this Agreement, “Covered Party Information” means all
material and information relating to the business, affairs and assets of any
Covered Party, including material and information that concerns or relates to
such Covered Party’s bidding and proposal, technical, computer hardware or
software, administrative, management, operational, data processing, financial,
marketing, sales, human resources, business development, planning and/or other
business activities, regardless of whether such material and information is
maintained in physical, electronic, or other form, that is: (A) gathered,
compiled, generated, produced or maintained by such Covered Party through its
Representatives, or provided to such Covered Party by its suppliers, service
providers or customers; and (B) intended and maintained by such Covered Party or
its Representatives, suppliers, service providers or customers to be kept in
confidence. The obligations set forth in this Section 3 will not apply to
any Covered Party Information where a Subject Party can prove that such material
or information: (i) is known or available through other lawful sources not bound
by a confidentiality agreement with, or other confidentiality obligation to, any
Covered Party; (ii) is or becomes publicly known through no violation of this
Agreement or other non-disclosure obligation of such Subject Party or any of its
Representatives; (iii) is already in the possession of such Subject Party at the
time of disclosure through lawful sources not bound by a confidentiality
agreement or other confidentiality obligation as evidenced by the Subject
Party’s documents and records; or (iv) is required to be disclosed pursuant to
an order of any administrative body or court of competent jurisdiction (provided
that (A) the applicable Covered Party is given reasonable prior written notice,
(B) such Subject Party cooperates (and causes its Representatives to cooperate)
with any reasonable request of any Covered Party to seek to prevent or narrow
such disclosure and (C) if after compliance with clauses (A) and (B) such
disclosure is still required, such Subject Party and its Representatives only
disclose such portion of the Covered Party Information that is expressly
required by such order, as it may be subsequently narrowed). 

            4.
Representations and Warranties. Each Subject Party hereby represents and
warrants, to and for the benefit of the Covered Parties as of the date of this
Agreement and as of the Closing Date, that: (a) such Subject Party has full
power and capacity to execute and deliver, and to perform all of such Subject
Party’s obligations under, this Agreement; and (b) neither the execution and
delivery of this Agreement nor the performance of such Subject Party’s obligations hereunder will result directly or
indirectly in a violation or breach of any agreement or obligation by which such
Subject Party is a party or otherwise bound. By entering into this Agreement,
each Subject Party certifies and acknowledges that such Subject Party has
carefully read all of the provisions of this Agreement, and that such Subject
Party voluntarily and knowingly enters into this Agreement. 




            5.
Remedies. The covenants and undertakings of the Subject Parties contained in
this Agreement relate to matters which are of a special, unique and
extraordinary character and a violation of any of the terms of this Agreement
may cause irreparable injury to the Covered Parties, the amount of which may be
impossible to estimate or determine and which cannot be adequately compensated.
Each Subject Party agrees that, in the event of any breach or threatened breach
by such Subject Party of any covenant or obligation contained in this Agreement,
each applicable Covered Party will be entitled to obtain the following remedies
(in addition to, and not in lieu of, any other remedy at law or in equity or
pursuant to the Share Exchange Agreement or the other Ancillary Documents that
may be available to the Covered Parties, including monetary damages), and a
court of competent jurisdiction may award: (i) an injunction, restraining order
or other equitable relief restraining or preventing such breach or threatened
breach, without the necessity of proving actual damages or posting bond or
security, which each Subject Party expressly waives; and (ii) recovery of the
Covered Party’s attorneys’ fees and costs incurred in enforcing the Covered
Party’s rights under this Agreement. If sought and obtained in accordance with
this Agreement, each Subject Party hereby consents to the award of any of the
above remedies to the applicable Covered Party in connection with any such
breach or threatened breach. Each Subject Party hereby acknowledges and agrees
that in the event of any breach of this Agreement, any value attributed or
allocated to this Agreement (or any other non-competition agreement with such
Subject Party) under or in connection with the Share Exchange Agreement shall
not be considered a measure of, or a limit on, the damages of the Covered
Parties. 

            6.
Survival of Obligations. The expiration of the Restricted Period will not
relieve any Subject Party of any obligation or liability arising from any breach
by such Subject Party of this Agreement during the Restricted Period. Each
Subject Party further agrees that the time period during which the covenants
contained in Section 1 and Section 2 of this Agreement will
be effective will be computed by excluding from such computation any time during
which such Subject Party is in violation of any provision of such Sections,
provided the Company has delivered to the Subject Party notice of any
such exclusion prior to the date on which such time period would otherwise
expire. 

            7.
Miscellaneous. 

                                 (a)
Notices. All notices, consents, waivers and other communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means, with
affirmative confirmation of receipt, (iii) one Business Day after being sent, if
sent by reputable, nationally recognized overnight courier service or (iv) three
(3) Business Days after being mailed, if sent by registered or certified mail,
pre-paid and return receipt requested, in each case to the applicable party at
the following addresses (or at such other address for a party as shall be
specified by like notice): 

	 	 
	If to Purchaser (or any other Covered Party), to:
	with a copy (that will not constitute
      notice) to: 
	  	  
	American Lorain Corporation 	Ellenoff Grossman & Schole LLP 
	BeihuanZhong Road 	1345 Avenue of the Americas, 11th Floor 
	Junan County 	New York, New York 10105 
	Shandong, People’s Republic of China, 276600 	Attention: Richard I. Anslow 
	Attention: Si Chen 	Facsimile No.: (212) 370-7889 
	Telephone No.: (86) 539-7317959 	Telephone No.: (212) 370-1300 
	Email: chensi@usalr.cn 	Email: ranslow@egsllp.com 
	  	  
	  	  
	If to a Subject Party, to: 	  
	the address below such Subject Party’s name on
      the signature page to this Agreement. 
	 






                                 (b)
Integration and Non-Exclusivity. This Agreement, the Share Exchange
Agreement and the other Ancillary Documents contain the entire agreement between
the Subject Parties and the Covered Parties concerning the subject matter
hereof. Notwithstanding the foregoing, the rights and remedies of the Covered
Parties under this Agreement are not exclusive of or limited by any other rights
or remedies which they may have, whether at law, in equity, by contract or
otherwise, all of which will be cumulative (and not alternative). Without
limiting the generality of the foregoing, the rights and remedies of the Covered
Parties, and the obligations and liabilities of each Subject Party, under this
Agreement, are in addition to their respective rights, remedies, obligations and
liabilities (i) under the laws of unfair competition, misappropriation of trade
secrets, or other requirements of statutory or common law, or any applicable
rules and regulations and (ii) otherwise conferred by contract, including the
Share Exchange Agreement and any other written agreement between a Subject Party
and any of the Covered Parties. Nothing in the Share Exchange Agreement will
limit any of the obligations, liabilities, rights or remedies of the Subject
Parties or the Covered Parties under this Agreement, nor will any breach of the
Share Exchange Agreement or any other agreement between any Subject Party and
any of the Covered Parties limit or otherwise affect any right or remedy of the
Covered Parties under this Agreement. If any term or condition of any other
agreement between any Subject Party and any of the Covered Parties conflicts or
is inconsistent with the terms and conditions of this Agreement, the more
restrictive terms will control as to such Subject Party. 

                                 (c)
Severability; Reformation. Each provision of this Agreement is separable
from every other provision of this Agreement. If any provision of this Agreement
is found or held to be invalid, illegal or unenforceable, in whole or in part,
by a court of competent jurisdiction, then (i) such provision will be deemed
amended to conform to applicable laws so as to be valid, legal and enforceable
to the fullest possible extent, (ii) the invalidity, illegality or
unenforceability of such provision will not affect the validity, legality or
enforceability of such provision under any other circumstances or in any other
jurisdiction, and (iii) the invalidity, illegality or unenforceability of such
provision will not affect the validity, legality or enforceability of the
remainder of such provision or the validity, legality or enforceability of any
other provision of this Agreement. The Subject Parties and the Covered Parties
will substitute for any invalid, illegal or unenforceable provision a suitable
and equitable provision that carries out, so far as may be valid, legal and
enforceable, the intent and purpose of such invalid, illegal or unenforceable
provision. Without limiting the foregoing, if any court of competent
jurisdiction determines that any part hereof is unenforceable because of the
duration, geographic area covered, scope of such provision, or otherwise, such
court will have the power to reduce the duration, geographic area covered or
scope of such provision, as the case may be, and, in its reduced form, such
provision will then be enforceable. Each Subject Party will, at a Covered
Party’s request, join such Covered Party in requesting that such court take such
action. 

                                 (d)
Amendment; Waiver. This Agreement may not be amended or modified in any
respect, except by a written agreement executed by the Subject Parties,
Purchaser and the Company (or their respective permitted successors or assigns).
No waiver will be effective unless it is expressly set forth in a written
instrument executed by the waiving party and any such waiver will have no effect
except in the specific instance in which it is given. Any delay or omission by a
party in exercising its rights under this Agreement, or failure to insist upon
strict compliance with any term, covenant, or condition of this Agreement will
not be deemed a waiver of such term, covenant, condition or right, nor will any
waiver or relinquishment of any right or power under this Agreement at any time
or times be deemed a waiver or relinquishment of such right or power at any
other time or times. 

                                 (e)
Dispute Resolution. Any dispute, difference, controversy or claim arising
in connection with or related or incidental to, or question occurring under,
this Agreement or the subject matter hereof (other than applications for a
temporary restraining order, preliminary injunction, permanent injunction or
other equitable relief or application for enforcement of a resolution under this
Section 7(e)) (a “Dispute”) shall be governed by this
Section 7(e). A party must, in the first instance, provide written notice
of any Disputes to the other parties subject to such Dispute, which notice must
provide a reasonably detailed description of the matters subject to the Dispute.
Any Dispute that is not resolved may at any time after the delivery of such
notice immediately be referred to and finally resolved by arbitration pursuant
to the then-existing Expedited Procedures of the Commercial Arbitration Rules
(the “AAA Procedures”) of the American Arbitration Association
(the “AAA”). Any party involved in such Dispute may submit the
Dispute to the AAA to commence the proceedings after the Resolution Period. To
the extent that the AAA Procedures and this Agreement are in conflict, the terms
of this Agreement shall control. The arbitration shall be conducted by one
arbitrator nominated by the AAA promptly (but in any event within five (5)
Business Days) after the submission of the Dispute to the AAA and reasonably
acceptable to each party subject to the Dispute, which arbitrator shall be a
commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall
accept his or her appointment and begin the arbitration process promptly (but in
any event within five (5) Business Days) after his or her nomination and
acceptance by the parties subject to the Dispute. The proceedings shall be
streamlined and efficient. The arbitrator shall decide the Dispute in accordance
with the substantive law of the State of New York. Time is of the essence. Each
party shall submit a proposal for resolution of the Dispute to the arbitrator
within twenty (20) days after confirmation of the appointment of the arbitrator.
The arbitrator shall have the power to order any party to do, or to refrain from
doing, anything consistent with this Agreement, the Ancillary Documents and
applicable Law, including to perform its contractual obligation(s);
provided, that the arbitrator shall be limited to ordering pursuant to
the foregoing power (and, for the avoidance of doubt, shall order) the relevant
party (or parties, as applicable) to comply with only one or the other of the
proposals. The arbitrator's award shall be in writing and shall include a
reasonable explanation of the arbitrator's reason(s) for selecting one or the
other proposal. The seat of arbitration shall be in New York County, State of
New York. The language of the arbitration shall be English. 




                                 (f)
Governing Law; Jurisdiction. This Agreement shall be governed by,
construed and enforced in accordance with the Laws of the State of New York
without regard to the conflict of laws principles thereof. Subject to Section
7(e), all Actions arising out of or relating to this Agreement shall be
heard and determined exclusively in any state or federal court located in New
York, New York (or in any court in which appeal from such courts may be taken)
(the “Specified Courts”). Subject to Section 7(e), each
party hereto hereby (a) submits to the exclusive jurisdiction of any Specified
Court for the purpose of any Action arising out of or relating to this Agreement
brought by any party hereto, (b) irrevocably waives, and agrees not to assert by
way of motion, defense or otherwise, in any such Action, any claim that it is
not subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or
that this Agreement or the transactions contemplated hereby may not be enforced
in or by any Specified Court and (c) waives any bond, surety or other security
that might be required of any other party with respect thereto. Each party
agrees that a final judgment in any Action shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by Law or in equity. Each party irrevocably consents to the service of
the summons and complaint and any other process in any other action or
proceeding relating to the transactions contemplated by this Agreement, on
behalf of itself, or its property, by personal delivery of copies of such
process to such party at the applicable address set forth in Section
7(a). Nothing in this Section 7(f) shall affect the right of any
party to serve legal process in any other manner permitted by Law. 

                                 (g)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY
OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY. 

                                 (h)
Successors and Assigns; Third Party Beneficiaries. This Agreement will be
binding upon each Subject Party and each Subject Party’s estate, successors and
assigns, and will inure to the benefit of the Covered Parties, and their
respective successors and assigns. Each Covered Party may freely assign any or
all of its rights under this Agreement, at any time, in whole or in part, to any
Person which acquires, in one or more transactions, at least a majority of the
equity securities (whether by equity sale, merger or otherwise) of such Covered
Party or all or substantially all of the assets of such Covered Party and its
Subsidiaries, taken as a whole, without obtaining the consent or approval of
either Subject Party. Each Subject Party agrees that the obligations of such
Subject Party under this Agreement are personal and will not be assigned by such
Subject Party. Each of the Covered Parties are express third party beneficiaries
of this Agreement and will be considered parties under and for purposes of this
Agreement. 




                                 (i)
Construction. Each Subject Party acknowledges that such Subject Party has
been represented by counsel, or had the opportunity to be represented by counsel
of such Subject Party’s choice. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party will not be applied in
the construction or interpretation of this Agreement. Neither the drafting
history nor the negotiating history of this Agreement will be used or referred
to in connection with the construction or interpretation of this Agreement. The
headings and subheadings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. In this Agreement: (i) the words “include,” “includes” and
“including” when used herein shall be deemed in each case to be followed by the
words “without limitation”; (ii) the definitions contained herein are applicable
to the singular as well as the plural forms of such terms; (iii) whenever
required by the context, any pronoun shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa; (iv) the words “herein,” “hereto,” and
“hereby” and other words of similar import shall be deemed in each case to refer
to this Agreement as a whole and not to any particular Section or other
subdivision of this Agreement; (v) the word “if” and other words of similar
import when used herein shall be deemed in each case to be followed by the
phrase “and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement
or instrument defined or referred to herein or in any agreement or instrument
that is referred to herein means such agreement or instrument as from time to
time amended, modified or supplemented, including by waiver or consent and
references to all attachments thereto and instruments incorporated therein. 

                                 (j)
Counterparts. This Agreement may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. A photocopy, faxed, scanned and/or
emailed copy of this Agreement or any signature page to this Agreement, shall
have the same validity and enforceability as an originally signed copy. 

                                 (k)
Effectiveness. This Agreement shall be binding upon each Subject Party
upon such Subject Party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the consummation of the Transactions.
In the event that the Share Exchange Agreement is validly terminated in
accordance with its terms prior to the consummation of the Transactions, this
Agreement shall automatically terminate and become null and void, and the
parties shall have no obligations hereunder. 

[Remainder of Page Intentionally Left Blank; Signature
Page Follows] 




      
     IN WITNESS WHEREOF, the undersigned has duly
executed and delivered this Non-Competition and Non-Solicitation Agreement as of
the date first written above. 

	 	Seller: 
	 	                                                    
	 	 
	 	By:                        _____________________________________________
	 	Name:                  
      _____________________________________________
	 	Title:                    
      _____________________________________________
	 	 
	 	Address for Notice: 
	 	 
	 	Address:            
      _____________________________________________
	 	__________________________________________________________
	 	__________________________________________________________
	 	  
	 	Facsimile No.:    
      _____________________________________________
	 	Telephone No.: 
      _____________________________________________
	 	Email:                   _____________________________________________
	 	 
	 	Manager: 
	 	  
	 	__________________________________________________________
	 	Name: 
	 	 
	 	Address for Notice: 
	 	 
	 	Address:             
      _____________________________________________
	 	__________________________________________________________ 
	 	__________________________________________________________
	 	  
	 	Facsimile No.:    
      _____________________________________________
	 	Telephone No.: 
      _____________________________________________
	 	Email:                  
      _____________________________________________


Acknowledged and accepted as of the date first written
above: 

AMERICAN LORAIN CORPORATION

	By:                        _____________________________________________
	Name:                  
      _____________________________________________
	Title:                     _____________________________________________


SHENGRONG ENVIRONMENTAL PROTECTION HOLDING COMPANY LIMITED


	By:                        _____________________________________________
	Name:                  
      _____________________________________________
	Title:                     _____________________________________________


[Signature Page to Non-Competition Agreement]