Northport Network Systems, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

EQUITY AGREEMENT


This Equity Agreement (the “Agreement”) is made as June 15,
2010 by the following parties: 

Honglin Qian, a citizen of the China. With his address
at 152 Hongjian Rd. Jingling Town, Tianmen, Hubei 431700, PR China 

And


DALIAN BEIGANG INFORMATION INDUSTRY DEVELOPMENT CO. LTD
(“Dalian Beigang”) is a company duly incorporated under the laws of People’s
Republic of China (the “PRC”) with its principal address at: Unit 512, A
Section, 1 Huo Ju Road, Qi Xian Ling Industrial Base, High-Tech Zone Dalian
116025, Liao Ning Province, PR China. 

After referred to as “the Shareholders”; and collectively, the
“Parties”; or individually, a “Party”.

RECITALS


WHEREAS, the Parties wish to establish a new corporation
to be located in Dalian, China which will have as its business purpose. to
develop and then commercialize in China and elsewhere, unique and proprietary
bio-medical formulations of which the first such product will be designed to
determine the presence or not of the chemical formula commonly called Melamine
in food products. The new corporation will be called DAILIAN BEIGANG BIOTECH
INC. (“the COMPANY”). 

Honglin Qian has developed the formulations necessary to
prepare commercial products designed for Melamine analysis and such products
include both consumable products and hardware devices designed to analyze and
display results of such analyses. Dalian Beigang has the necessary software
design capabilities and also the ability to arrange for office and research
laboratory space to allow the COMPANY to commence business. In addition, Dalian
Beigang has the ability to arrange all necessary manufacturing contractors
necessary to ensure professional production of hardware, software and consumable
products needed by the COMPANY. 

Honglin Qian will own a 10% equity interest in the COMPANY, and
Dalian Beigang will own an 90% equity interest of the COMPANY. 

THEREFORE, the Parties agree as follows:


 




ARTICLE 1

PURCHASE OF EQUITY SHARES


Section 1.1 Purchase


The Parities will each purchase their pro rata share of the
equity shares of the COMPANY by way of the following - Honglin Qian will
transfer all legal ownership of all assets currently owned by him and that are
necessary as the core technology of the COMPANY. Dalian Beigang will provide
cash in the amount of 900,000 yuan which will equal 90% of the registered
capital of the COMPANY. The COMPANY will be registered as a Wholly Foreign Owned
Enterprise (“WFOE”) under the laws of the PR China. 

As an incentive to Honglin Qian to enter into this Agreement,
Dalian Beigang will arrange for the issuance to Honglin Qian of 1,000,000 common
shares of its parent company, Northport Network Systems Inc., a US publicly
traded corporation under the trading symbol NNWS.OB. 

ARTICLE 2 
PRE-CLOSING MATTERS


Section 2.1 Government Approval and Registration 

The formation of the COMPANY under this Agreement shall be
subject to the approval of the Dalian Foreign Trade & Economic Cooperation
Bureau. (the “Approving Authority”) and registered with Dalian Municipal
Administration for Industry and Commerce (the “Registration Authority”). 

For the purpose in the above paragraph, as soon as possible
after the signing of this Agreement, the Parties shall prepare, and procure, all
the documents which may be required by the Approving Authority and submit these
documents to the Approving Authority for approval. After obtaining the approval
from the Approving Authority, the Parties shall register their respective equity
ownership portions in accordance with relevant Chinese law and regulations. 

ARTICLE 3
CLOSING 


For purposes of this Agreement, the term “Closing” means the
time at which the transaction contemplated by this Agreement will be
consummated, which in any event shall be on or before July 1, 2010. 

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES OF HONGLIN QIAN




Section 4.1 Legal, Valid and Binding Obligation 

Honglin Qian possesses full power and authority to enter into
this Agreement and to perform his obligations hereunder; 

Section 4.2 Technology Assets


Honglin Qian has exclusive legal right and title to the
Technology Assets, which are comprised of the following: 

A three-in-one combo rapid test device for early diagnosis of
acute myocardial infarction. Patent No.: 200510018714.6 

A gold immuno-chromatographic testing device for detection of
melamine. Patent Application No.: CN200910060513.0 

and his ownership of such Technology Assets is free from all
security interests, such as liens, charges and other encumbrances, and all
claims of any creditor, whether or not such claims are derived from legally
binding agreements to which he is a party or from legally enforceable court
judgments or arbitration awards, and upon the Transfer, as contemplated herein,
the COMPANY will have full right and title with respect to the Technology
Assets, free from any Security Interest, such as liens, charges and other
encumbrances, and any claims from any creditors. For purpose of this Agreement,
“Security Interest” means any mortgage, deed of trust, pledge and any other
right of arrangement with, any creditor to have its claim satisfied out of any
such Equity Interest. 

ARTICLE 5 

REPRESENTATIONS AND WARRANTIES OF DALIAN BEIGANG

Dalian Beigang hereby represents, warrants and agrees as
follows:

Section 5.1 Legal, Valid and Binding Obligation 

Dalian Beigang:


	 	1) 	
      is a duly organized and validly existing independent
      legal entity in the PRC and has the full power and right to conduct its
      business in accordance with its business license, articles of
      incorporation, articles of association or similar organizational
      documents;

	 	 	 
	 	2) 	
      possesses full power and authority to enter into this
      Agreement and to perform its obligations
hereunder;








	 	3) 	
      has fully authorized its representative whose signature
      and the relevant power of attorney are affixed hereto sign this Agreement
      and to bind it thereby;



Sections 5.2 No Conflicts


The execution, delivery and performance of this Agreement and
any related agreements by Dalian Beigang will not violate the provisions of, or
constitute a breach of default whether upon lapse of time and/or the occurrence
of any act or event or otherwise under (a) the constituent documents, (b) any
law to which Dalian Beigang is subject, or (c) any contract to which Dalian
Beigang is a party that is material to the financial condition, results of
operations or conduct of the business of Dalian Beigang. 

Section 5.3 Sufficient Authorized Common Share Capital


Dalian Beigang warrants that it and its parent company,
Northport Network Systems Inc. has sufficient unallocated authorize common
shares to meet its share payment obligations to Honglin Qian in accordance with
the provisions of Sections 1.1 of this Agreement. 

Section 5.4 Board Resolution


Dalian Beigang’s board of directors has passed a resolution
approving the acquisition of the Equity Interest in accordance with the terms
and conditions of this Agreement. 

ARTICLE 6 
FORCE MAJEURE


Section 6.1 Event of Force Majeure


“Force Majeure” shall mean all events, which were unforeseeable
at the time this Agreement is signed, the occurrence and consequences of which
cannot be avoided or overcome, and which arise after this Agreement is signed
and prevent total or partial performance by any Party. Such events shall include
earthquakes, typhoons, flood, fire, war, failures of international or domestic
transportation, acts of government or public agencies, epidemics, civil
disturbances, strikes and any other instances which cannot be foreseen, avoided
or overcome. 

Section 6.2 Suspension of Performance


If an event of Force Majeure occurs, a Party’s obligations
under this Agreement affected by such an event shall be suspended during the
period of delay caused by the Force Majeure and shall be automatically extended,
without assuming the liability of breach of this Agreement. 

ARTICLE 7 
APPLICABLE LAW





Section 7.1 Applicable Law


The formation, validity, interpretation, execution, amendment,
and termination of and settlement of disputes under this Agreement shall be
governed by the laws of the PRC, without regard to principles of conflicts of
laws hereunder. 

ARTICLE 8 
CONSULTATION AND ARBITRATION


Any dispute, controversy or claim arising out of or relating to
this Agreement, or the interpretation, breach, termination or validity hereof (a
“Dispute”), shall be resolved through friendly negotiation. Such negotiation
shall begin immediately after one party has delivered to the other parties a
written request for such consultation. If within thirty (30) days following the
date on which such notice is given the Dispute cannot be resolved, the Dispute
shall be submitted to arbitration upon the request of any party with notice to
the other parties. Any Dispute submitted by the parties to arbitration shall be
decided by the arbitrators strictly in accordance with the PRC substantive law
and shall not apply any other substantive law. 

The arbitration shall be conducted in Beijing by the China
International Economic and Trade Arbitration Commission in accordance with its
arbitration rules then in effect. The arbitration proceedings shall be conducted
in English. The arbitral award shall be final and binding upon the parties, and
any party may apply to a court of competent jurisdiction for enforcement of such
award. 

During the period when a Dispute is being resolved, except for
the matter being disputed, the parties shall in all other respects continue
their implementation of this Agreement. 

ARTICLE 9 
MISCELLANEOUS


Section 9.1 Severability


The invalidity of any provision of this Agreement shall not
affect the validity of any other provision of this Agreement. 

Section 9.2 Costs, Expenses and Taxes


The Parties agree that each party shall bear its own costs,
expenses and taxes incurred by of imposed on each Party in connection with the
preparation, negotiation, execution and delivery of this Agreement shall be
borne by the Parties respectively. 




IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be executed by its duly authorized officers as of the day and year
first above written. 

	
    HONGLIN QIAN	 
	 	 
	
    /s/ honglin qian
	 


DALIAN BEIGANG INFORMATION INDUSTRY DEVELOPMENT CO
LTD.

	
    Authorized Representative: 
	
    /s/ zhao yan 

	
    Name: 
	
    Zhao, Yan 

	
    Title: 
	
    President