Nutrastar International Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

INDEMNIFICATION AGREEMENT 

This Indemnification Agreement (this “Agreement”), dated
as of January 24, 2011 is made by and between Nutrastar International Inc., a
Nevada corporation (the “Company”), and Joshua Kurtzig, an independent
director of the Company (the “Indemnitee”). 

RECITALS 

A. The Company and the Indemnitee recognize that the present
state of the law is too uncertain to provide the Company’s officers and
directors with adequate and reliable advance knowledge or guidance with respect
to the legal risks and potential liabilities to which they may become personally
exposed as a result of performing their duties for the Company; 

B. The Company and the Indemnitee are aware of the substantial
growth in the number of lawsuits filed against corporate officers and directors
in connection with their activities in such capacities and by reason of their
status as such; 

C. The Company and the Indemnitee recognize that the cost of
defending against such lawsuits, whether or not meritorious, is typically beyond
the financial resources of most officers and directors of the Company; 

D. The Company and the Indemnitee recognize that the legal
risks and potential liabilities, and the threat thereof, associated with
proceedings filed against the officers and directors of the Company bear no
reasonable relationship to the amount of compensation received by the Company’s
officers and directors; 

E. The Company, after reasonable investigation prior to the
date hereof, has determined that the liability insurance coverage available to
the Company as of the date hereof is inadequate, unreasonably expensive or both.
The Company believes, therefore, that the interest of the Company and its
current and future stockholders would be best served by a combination of (i)
such insurance as the Company may obtain pursuant to the Company’s obligations
hereunder and (ii) a contract with its officers and directors, including the
Indemnitee, to indemnify them to the fullest extent permitted by law (as in
effect on the date hereof, or, to the extent any amendment may expand such
permitted indemnification, as hereafter in effect) against personal liability
for actions taken in the performance of their duties to the Company; 

F. Section 78.7502 of the Nevada Revised Statutes empowers
Nevada corporations to indemnify their officers and directors and further states
that the indemnification provided by Section 78.7502 shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office; thus, Section 78.7502 does not by itself limit the extent to which the
Company may indemnify persons serving as its officers and directors; 




G. The Company’s Articles of Incorporation and Bylaws authorize
the indemnification of the officers and directors of the Company in excess of
that expressly permitted by Section 78.7502; 

H. The Board of Directors of the Company has concluded that, to
retain and attract talented and experienced individuals to serve as officers and
directors of the Company and to encourage such individuals to take the business
risks necessary for the success of the Company, it is necessary for the Company
to contractually indemnify its officers and directors, and to assume for itself
liability for expenses and damages in connection with claims against such
officers and directors in connection with their service to the Company, and has
further concluded that the failure to provide such contractual indemnification
could result in great harm to the Company and its stockholders; 

I. The Company desires and has requested the Indemnitee to
serve or continue to serve as a director or officer of the Company, free from
undue concern for the risks and potential liabilities associated with such
services to the Company; and 

J. The Indemnitee is willing to serve, or continue to serve,
the Company, provided, and on the expressed condition, that the Indemnitee is
furnished with the indemnification provided for herein. 

AGREEMENT 

NOW, THEREFORE, the Company and Indemnitee agree as follows:


	 	1. 	
      DEFINITIONS.



(a) “EXPENSES” means, for the purposes of this Agreement, all
direct and indirect costs of any type or nature whatsoever (including, without
limitation, any fees and disbursements of Indemnitee’s counsel, accountants and
other experts and other out-of-pocket costs) actually and reasonably incurred by
the Indemnitee in connection with the investigation, preparation, defense or
appeal of a Proceeding; provided, however, that Expenses shall not include
judgments, fines, penalties or amounts paid in settlement of a Proceeding. 

(b) “PROCEEDING” means, for the purposes of this Agreement, any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (including an action brought by or in the right
of the Company) in which Indemnitee may be or may have been involved as a party
or otherwise, by reason of the fact that Indemnitee is or was a director or
officer of the Company, by reason of any action taken by Indemnitee or of any
inaction on his or her part while acting as such director or officer or by
reason of the fact that he or she is or was serving at the request of the
Company as a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a
director or officer of the foreign or domestic corporation which was a
predecessor corporation to the Company or of another enterprise at the request
of such predecessor corporation, whether or not he or she is serving in such
capacity at the time any liability or expense is incurred for which indemnification or
reimbursement can be provided under this Agreement. 

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	 	2. 	
      AGREEMENT TO SERVE.



Indemnitee agrees to serve or continue to serve as a director
or officer of the Company to the best of his or her abilities at the will of the
Company or under separate contract, if such contract exists, for so long as
Indemnitee is duly elected or appointed and qualified or until such time as the
Indemnitee tenders his or her resignation in writing. Nothing contained in this
Agreement is intended to create in Indemnitee any right to continued
employment.

	 	3. 	
      INDEMNIFICATION.



(a) THIRD PARTY PROCEEDINGS. The Company shall indemnify
Indemnitee against Expenses, judgments, fines, penalties or amounts paid in
settlement (if the settlement is approved in advance by the Company) actually
and reasonably incurred by Indemnitee in connection with a Proceeding (other
than a Proceeding by or in the right of the Company) if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests
of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe Indemnitee’s conduct was unlawful. The termination
of any Proceeding by judgment, order, settlement, conviction, or upon a plea of
NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in the best interests of the Company, or, with respect
to any criminal Proceeding, had no reasonable cause to believe that Indemnitee's
conduct was unlawful. 

(b) PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the
fullest extent permitted by law, the Company shall indemnify Indemnitee against
Expenses and amounts paid in settlement, actually and reasonably incurred by
Indemnitee in connection with a Proceeding by or in the right of the Company to
procure a judgment in its favor if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the best interests of the Company
and its stockholders. Notwithstanding the foregoing, no indemnification shall be
made in respect of any claim, issue or matter as to which Indemnitee shall have
been adjudged liable to the Company in the performance of Indemnitee’s duty to
the Company and its stockholders unless and only to the extent that the court in
which such action or Proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for Expenses and then only to the
extent that the court shall determine. 

(c) SCOPE. Notwithstanding any other provision of this
Agreement but subject to Section 14(b), the Company shall indemnify the
Indemnitee to the fullest extent permitted by law, notwithstanding that such
indemnification is not specifically authorized by other provisions of this
Agreement, the Company’s Articles of Incorporation, the Company’s Bylaws or by
statute. 

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	 	4. 	
      LIMITATIONS ON INDEMNIFICATION.



Any other provision herein to the contrary notwithstanding, the
Company shall not be obligated pursuant to the terms of this Agreement:

(a) EXCLUDED ACTS. To indemnify Indemnitee for any acts or
omissions or transactions from which a director may not be relieved of liability
under applicable law; 

(b) EXCLUDED INDEMNIFICATION PAYMENTS. To indemnify or advance
Expenses in violation of any prohibition or limitation on indemnification under
the statutes, regulations or rules promulgated by any state or federal
regulatory agency having jurisdiction over the Company. 

(c) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance
Expenses to Indemnitee with respect to Proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect
to Proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
Section 78.7502 of the Nevada Revised Statutes, but such indemnification or
advancement of Expenses may be provided by the Company in specific cases if the
Board of Directors has approved the initiation or bringing of such suit; 

(d) LACK OF GOOD FAITH. To indemnify Indemnitee for any
Expenses incurred by the Indemnitee with respect to any Proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee in such Proceeding was not made in good faith or was frivolous;

(e) INSURED CLAIMS. To indemnify Indemnitee for Expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, ERISA excise taxes or penalties, and amounts paid in settlement) which
have been paid directly to or on behalf of Indemnitee by an insurance carrier
under a policy of directors’ and officers’ liability insurance maintained by the
Company or any other policy of insurance maintained by the Company or
Indemnitee; or 

(f) CLAIMS UNDER SECTION 16(b). To indemnify Indemnitee for
Expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute.

	 	5. 	
      DETERMINATION OF RIGHT TO
  INDEMNIFICATION.



Upon receipt of a written claim addressed to the Board of
Directors for indemnification pursuant to Section 3, the Company shall determine
by any of the methods set forth in Section 78.751 of the Nevada Revised Statutes
whether Indemnitee has met the applicable standards of conduct which makes it
permissible under applicable law to indemnify Indemnitee. If a claim under Section 3 is not paid in full by the Company within
ninety (90) days after such written claim has been received by the Company, the
Indemnitee may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, unless such action is dismissed by the court
as frivolous or brought in bad faith, the Indemnitee shall be entitled to be
paid also the expense of prosecuting such claim. The court in which such action
is brought shall determine whether Indemnitee or the Company shall have the
burden of proof concerning whether Indemnitee has or has not met the applicable
standard of conduct. 

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	 	6. 	
      ADVANCEMENT AND REPAYMENT OF
EXPENSES.



Subject to Section 4 hereof, the Expenses incurred by
Indemnitee in defending and investigating any Proceeding shall be paid by the
Company in advance of the final disposition of such Proceeding within 30 days
after receiving from Indemnitee the copies of invoices presented to Indemnitee
for such Expenses, if Indemnitee shall provide an undertaking to the Company to
repay such amount to the extent it is ultimately determined that Indemnitee is
not entitled to indemnification. In determining whether or not to make an
advance hereunder, the ability of Indemnitee to repay shall not be a factor.
Notwithstanding the foregoing, in a proceeding brought by the Company directly,
in its own right (as distinguished from an action bought derivatively or by any
receiver or trustee), the Company shall not be required to make the advances
called for hereby if the Board of Directors determines, in its sole discretion,
that it does not appear that Indemnitee has met the standards of conduct which
make it permissible under applicable law to indemnify Indemnitee and the
advancement of Expenses would not be in the best interests of the Company and
its stockholders. 

	 	7. 	
      PARTIAL INDEMNIFICATION.



If the Indemnitee is entitled under any provision of this
Agreement to indemnification or advancement by the Company of some or a portion
of any Expenses or liabilities of any type whatsoever (including, but not
limited to, judgments, fines, penalties, and amounts paid in settlement)
incurred by him in the investigation, defense, settlement or appeal of a
Proceeding, but is not entitled to indemnification or advancement of the total
amount thereof, the Company shall nevertheless indemnify or pay advancements to
the Indemnitee for the portion of such Expenses or liabilities to which the
Indemnitee is entitled.

	 	8. 	
      NOTICE TO COMPANY BY INDEMNITEE.



Indemnitee shall notify the Company in writing of any matter
with respect to which Indemnitee intends to seek indemnification hereunder as
soon as reasonably practicable following the receipt by Indemnitee of written
notice thereof; provided, however, that any delay in so notifying the Company
shall not constitute a waiver by Indemnitee of her rights hereunder. The written
notification to the Company shall be addressed to the Board of Directors and
shall include a description of the nature of the Proceeding and the facts
underlying the Proceeding and be accompanied by copies of any documents filed
with the court in which the Proceeding is pending. In addition, Indemnitee shall
give the Company such information and cooperation as it may reasonably require
and as shall be within Indemnitee’s power. 

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	 	9. 	
      MAINTENANCE OF LIABILITY
INSURANCE.



(a) Subject to Section 4 hereof, the Company hereby agrees that
so long as Indemnitee shall continue to serve as a director or officer of the
Company and thereafter so long as Indemnitee shall be subject to any possible
Proceeding, the Company, subject to Section 9(b), shall use reasonable
commercial efforts to obtain and maintain in full force and effect directors’
and officers’ liability insurance (“D&O Insurance”) which provides
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’ directors, if Indemnitee is a director; or of the
Company’s officers, if Indemnitee is not a director of the Company but is an
officer. 

(b) Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain D&O Insurance if the Company determines in
good faith that such insurance is not reasonably available, the premium costs
for such insurance are disproportionate to the amount of coverage provided, the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Company. 

(c) If, at the time of the receipt of a notice of a claim
pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the
Company shall give prompt notice of the commencement of such Proceeding to the
insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a
result of such Proceeding in accordance with the terms of such policies.

	 	10. 	
      DEFENSE OF CLAIM.



In the event that the Company shall be obligated under Section
6 hereof to pay the Expenses of any Proceeding against Indemnitee, the Company,
if appropriate, shall be entitled to assume the defense of such Proceeding, with
counsel approved by Indemnitee, which approval shall not be unreasonably
withheld, upon the delivery to Indemnitee of written notice of its election to
do so. After delivery of such notice, approval of such counsel by Indemnitee and
the retention of such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee
shall have the right to employ counsel in any such Proceeding at Indemnitee’s
expense; and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, or (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and the
Indemnitee in the conduct of such defense or (C) the Company shall not, in fact,
have employed counsel to assume the defense of such Proceeding, then the fees
and expenses of Indemnitee’s counsel shall be at the expense of the Company.


	 	11. 	
      ATTORNEYS' FEES.



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In the event that Indemnitee or the Company institutes an
action to enforce or interpret any terms of this Agreement, the Company shall
reimburse Indemnitee for all of the Indemnitee’s reasonable fees and expenses in
bringing and pursuing such action or defense, unless as part of such action or
defense, a court of competent jurisdiction determines that the material
assertions made by Indemnitee as a basis for such action or defense were not
made in good faith or were frivolous. 

	 	12. 	
      CONTINUATION OF OBLIGATIONS.



All agreements and obligations of the Company contained herein
shall continue during the period the Indemnitee is a director or officer of the
Company, or is or was serving at the request of the Company as a director,
officer, fiduciary, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, and shall continue thereafter so long as the
Indemnitee shall be subject to any possible proceeding by reason of the fact
that Indemnitee served in any capacity referred to herein. 

	 	13. 	
      SUCCESSORS AND ASSIGNS.



This Agreement establishes contract rights that shall be
binding upon, and shall inure to the benefit of, the successors, assigns, heirs
and legal representatives of the parties hereto. 

	 	14. 	
      NON-EXCLUSIVITY.



(a) The provisions for indemnification and advancement of
expenses set forth in this Agreement shall not be deemed to be exclusive of any
other rights that the Indemnitee may have under any provision of law, the
Company’s Articles of Incorporation or Bylaws, the vote of the Company’s
stockholders or disinterested directors, other agreements or otherwise, both as
to action in the Indemnitee’s official capacity and action in another capacity
while occupying the Indemnitee’s position as a director or officer of the
Company. 

(b) In the event of any changes, after the date of this
Agreement, in any applicable law, statute, or rule which expand the right of a
Nevada corporation to indemnify its officers and directors, the Indemnitee's
rights and the Company’s obligations under this Agreement shall be expanded to
the full extent permitted by such changes. In the event of any changes in any
applicable law, statute or rule, which narrow the right of a Nevada corporation
to indemnify a director or officer, such changes, to the extent not otherwise
required by such law, statute or rule to be applied to this Agreement, shall
have no effect on this Agreement or the parties’ rights and obligations
hereunder. 

	 	15. 	
      EFFECTIVENESS OF AGREEMENT.



To the extent that the indemnification permitted under the
terms of certain provisions of this Agreement exceeds the scope of the
indemnification provided for in the Nevada Revised Statutes, such provisions
shall not be effective unless and until the Company’s Articles of Incorporation
authorize such additional rights of indemnification. In all other respects, the balance of this Agreement shall be effective as of the date set
forth on the first page and may apply to acts of omissions of Indemnitee which
occurred prior to such date if Indemnitee was an officer, director, employee or
other agent of the Company, or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, at the time such act or omission occurred.


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	 	16. 	
      SEVERABILITY.



Nothing in this Agreement is intended to require or shall be
construed as requiring the Company to do or fail to do any act in violation of
applicable law. The Company’s inability, pursuant to court order, to perform its
obligations under this Agreement shall not constitute a breach of this
Agreement. The provisions of this Agreement shall be severable as provided in
this Section 16. If this Agreement or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its
terms. 

	 	17. 	
      GOVERNING LAW.



This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Nevada, without reference to its conflict of law
principals. To the extent permitted by applicable law, the parties hereby waive
any provisions of law which render any provision of this Agreement unenforceable
in any respect.

	 	18. 	
      NOTICE.



All notices, requests, demands and other communications under
this Agreement shall be in writing and shall be deemed duly given (i) if
delivered by hand and receipted for by the party addressee or (ii) if mailed by
certified or registered mail with postage prepaid, on the third business day
after the mailing date. Addresses for notice to either party are as shown on the
signature page of this Agreement, or as subsequently modified by written notice.


	 	19. 	
      MUTUAL ACKNOWLEDGMENT.



Both the Company and Indemnitee acknowledge that in certain
instances, federal law or applicable public policy may prohibit the Company from
indemnifying its directors and officers under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company has undertaken or may
be required in the future to undertake with the appropriate state or federal
regulatory agency to submit for approval any request for indemnification, and
has undertaken or may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in
certain circumstances for a determination of the Company’s right under public
policy to indemnify Indemnitee. 

	 	20. 	
      COUNTERPARTS.



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This Agreement may be executed in one or more counterparts,
each of which shall constitute an original. 

	 	21. 	
      AMENDMENT AND TERMINATION.



No amendment, modification, termination or cancellation of this
Agreement shall be effective unless in writing signed by both parties hereto.


[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year set forth above. 

	
    COMPANY: 
	
    INDEMNITEE: 

	
     
	
      

	
    Nutrastar International Inc. 
	
      

	
     
	
      

	
     
	
      

	
    By: /s/ Lianyun
      Han                           
       
	
    By: /s/ Joshua
      Kurtzig                    
       

	
           Name: Lianyun Han 
	
               Joshua
      Kurtzig 

	
           Title: Chief Executive
      Officer 
	
      

	
     
	
    Address: 

	
    Address: 
	
      

	
    7/F Jinhua Mansion 
	
      

	
    41 Hanguang Street 
	
      

	
    Nangang District, Harbin, 150080 
	
      

	
    People’s Republic of China