Nutrastar International Inc. - Exhibit 10.9 - Filed by
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Exhibit 10.9 

NUTRASTAR INTERNATIONAL INC.

2009 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED SHARES GRANT 

         
Capitalized but otherwise undefined terms in this Notice of Restricted Shares
Grant and the attached Restricted Shares Grant Agreement shall have the same
defined meanings as in the Nutrastar International Inc. 2009 Equity Incentive
Plan (the “Plan”). 

Grantee Name: Jianbing Zhong                  
Address: _______________________

          You have
been granted Restricted Shares subject to the terms and conditions of the Plan
and the attached Restricted Shares Grant Agreement, as follows: 

	Date of Grant: 	October 5, 2010 
	Vesting Commencement Date: 	October 5, 2010 
	Exercise Price per Share: 	$0 
	Total Number of Shares Granted: 	20,000 
	Total Purchase Price: 	$0 
	Agreement Date 	October 5, 2010 
	Vesting Schedule: 	as follows 


          The
Restricted Share vests under the following schedule:

	Number of Shares 	Vesting Date 
	5,000 	February 15, 2011 
	5,000 	August 15, 2011 
	5,000 	February 15, 2012 
	5,000 	August 15, 2012







NUTRASTAR INTERNATIONAL INC. 
2009 EQUITY INCENTIVE PLAN


RESTRICTED SHARES GRANT AGREEMENT 

         
This RESTRICTED SHARES GRANT AGREEMENT (“Agreement”), dated as of the
Agreement Date specified on the Notice of Restricted Shares Grant is made by and
between NUTRASTAR INTERNATIONAL INC., a Nevada corporation (the “Company”), and
the grantee named in the Notice of Restricted Shares Grant (the
“Grantee,” which term as used herein shall be deemed to include any successor to
Grantee by will or by the laws of descent and distribution, unless the context
shall otherwise require). 

BACKGROUND 

          Pursuant
to the Plan, the Company, acting through the Administrator, approved the
issuance to Grantee, effective as of the date set forth above, of an award of
the number of Restricted Shares as is set forth in the attached Notice of
Restricted Shares Grant (which is expressly incorporated herein and made a part
hereof, the “Notice of Restricted Shares Grant”) at the purchase price per share
of Restricted Shares (the “Purchase Price”), if any, set forth in the attached
Notice of Restricted Shares Grant, upon the terms and conditions hereinafter set
forth. 

          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 the number of
Restricted Shares set forth in the Notice of Restricted Shares Grant, subject to
the payment by Grantee of the total purchase price, if any, set forth in the
Notice of Restricted Shares Grant.

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 set forth in the Plan.

     (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.

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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 THE NUTRASTAR INTERNATIONAL
INC. 2009 EQUITY INCENTIVE PLAN AND IN A RESTRICTED SHARE GRANT AGREEMENT. A
COPY OF SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED FROM NUTRASTAR
INTERNATIONAL INC.” 

  



     (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.


     (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 Plan, and are to be interpreted in
accordance therewith. The Administrator will interpret and construe this
Agreement and the Plan, 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 (or
telecopy number) set forth on the Notice of Restricted Shares Grant; and 

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

         
Nutrastar International
Inc.
          7/F Jinhua
Mansion 
          41 Hanguang
Street
          Nangang
District, Harbin 150080

          People's Republic of
China 

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 

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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. 

11. Specific Performance. Grantee expressly
agrees that the Company will be irreparably damaged if the provisions of this
Agreement and the Plan are not specifically enforced. Upon a breach or
threatened breach of the terms, covenants and/or conditions of this Agreement or
the Plan 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 or the Plan. 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 and the Plan. 

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) and the Plan, 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] 

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

NUTRASTAR INTERNATIONAL INC. 

By: /s/ Lianyun Han                  
 
       Name: Lianyun Han 
       Title: Chief
Executive Officer

GRANTEE: 

/s/ Jianbing Zhong__________
Name: Jianbing Zhong


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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 the Plan 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
Nutrastar International Inc. (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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