Unassociated Document


    


    Exhibit
      10.2

     

    
      

AMENDED
      AND RESTATED PURCHASE OPTION AGREEMENT

     

    RECITALS

    This
      Amended and Restated Purchase Option Agreement is entered into on May 12, 2006,
      between and among between Sino Olympics Industrial Limited, a British Virgin
      Islands corporation (“Optionor”), Diguang International Development Co. Ltd., a
      Nevada corporation formerly known as Online Processing, Inc.
      (“Optionee”),
      Shenzhen Diguang Electronics Co.,
      Ltd., a
      PRC company (“Shenzhen Diguang”), and Messrs. Song Yi and Song Hong
      (collectively the "Songs”), both residents of the PRC. This agreement shall
      supercede the purchase option agreement entered on April 21, 2006 by the same
      parties. 

    


    WHEREAS,
      in connection with a share exchange between Optionee and Diguang International
      Holdings, Ltd. and its shareholders, including Optionor, the Songs have each
      entered into an employment agreement with Shenzhen Diguang that, among other
      things, prohibits them from engaging in activities that are competitive with
      the
      business of Shenzhen Diguang; and

    


    WHEREAS,
      as a result of the share exchange, Optionee is the ultimate parent of Shenzhen
      Diguang; and

    


    WHEREAS,
      Optionor, which is wholly owned by the Songs, currently
      owns
      a 32.5%
      equity interest
      ("the Equity Interest") in North
      Diamond International Co.,
      Ltd.
      (“North
      Diamond”), a British Virgin Islands corporation, which has established a wholly
      owned company in the PRC, that is about
      to
      begin the production of backlight products, in exchange for a total contribution
      of
      $487,500
      in registered capital; 

    


    WHEREAS,
      Optionor has the right to acquire an additional 32.5% interest in North Diamond
      common stock from another stockholder at an exercise price of $1 per share,
      which is equivalent to a total purchase price of $487,500 plus interest; and
      

    


    WHEREAS,
      the Songs and Optionor wish to grant to Optionee the Option (as defined in
      Section 1 below) in connection with such Equity Interest and the additional
      32.5% interest in North Diamond on the terms and conditions set forth
      herein.

    


     

    NOW,
      THEREFORE, the parties,
      intending to be legally bound,
      agree as
      follows:

    


     

    AGREEMENT

     

    1. Optionor
      hereby
      grants
      to
      Optionee
      the option
      (the
      "Option") to purchase, on or before May 12, 2007, all of
      the
      Equity Interest, including the option to acquire the additional 32.5% ownership
      in North Diamond.
      Optionee
      may exercise the Option after written authorization and approval is obtained
      from a
      majority of the
      independent members of Optionee's board of directors.
      Optionor or the Songs or all of them shall provide those directors with such
      information regarding North Diamond as the directors feel is necessary to make
      an informed decision on whether to exercise the Option, subject to any
      confidentiality requirements as North Diamond may impose. The
      original
      written
      authorization and approval and the original written
      and signed notice of
      Optionee’s
      exercise
of
      the
      Option
      must be
      delivered in person or sent by prepaid first-class certified mail, return
      receipt requested, or recognized commercial courier service to the registered
      address of Optionor ("Exercise Notice").

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2. In
      consideration for Optionor's granting of the Option to Optionee, Shenzhen
      Diguang agrees to allow the Songs to devote such time and attention to the
      business of North
      Diamond
      as they
      deem appropriate, subject to the oversight of the independent members of
      Optionee's board
      regarding their discharge of their obligations to Optionee and Shenzhen
      Diguang.
      Such
      permission shall continue only for as long as the Optionor is in full compliance
      with this Agreement. 

     

    3. The
      purchase price (“Purchase Price”) for the Equity Interest and the additional
      32.5% interest, shall be the amount paid by Optionor for the Equity Interest
      and
      $487,500, plus interest at the rate of 6% per annum which shall apply to both
      the Equity Interest and the additional 32.5% interest, plus the assumption
      of
      any remaining obligation of Optionor to contribute registered capital to North
      Diamond. The interest at the rate of 6% per annum shall commence on the date
      of
      payment made by Optionor towards its registered capital of North Diamond and
      shall end on the date of the Exercise Notice. The Purchase Price shall be
      payable to Optionor as follows. At the closing of the purchase and sale of
      the
Equity
      Interest
      (“Closing”),
      Optionee shall pay the
      Purchase Price
      by wire
      transfer of immediately available funds to Optionor. The Closing
      shall take place at a
      location mutually agreed upon by Optionor and Optionee
      no later
      than thirty
      (30)
      days
      after Optionor's receipt of the Exercise Notice. Each party shall be responsible
      for the costs of its own attorneys’ fees incurred in connection with the
Closing.
      All other costs of the purchase of the Equity
      Interest hereunder
      shall be
      paid by Optionee. Upon receipt of the Purchase Price, the Optionor shall
      transfer the Equity
      Interest
      free and
      clear of any liens, charges, encumbrances or interests of any third party and
      shall execute or cause to be executed any documents required to fully transfer
      the Equity
      Interest. Notwithstanding any delays in the transfer of the Equity Interest
      to
      Optionee under the laws of the PRC or otherwise, but subject to applicable
      laws
      and regulations and provided that such transfer ultimately receives all required
      approvals, Optionee shall, as of the Closing, be deemed the beneficial owner
      of
      the Equity Interest and shall have all right, title and interest to it that
      are
      permitted by all applicable laws and regulations, including, but not limited
      to,
      the right to receive Optionor’s pro rata share of profits from North Diamond.


     

    4.  Optionor
      represents and warrants that as of the date of this Agreement: (a) its ownership
      of the Equity Interest is in compliance with all applicable law; (b) is free
      and
      clear of all liens; (c) is fully transferable in the manner contemplated by
      this
      Agreement, both under applicable law and the terms of the relevant joint venture
      agreement without the need for consent from any third party, but provided that
      consent is obtained from the board of directors and shareholders of North
      Diamond; (d) the foregoing representations and warranties will remain true
      through the date of the Closing and, (e) it will inform Optionee that any of
      the
      foregoing representations or warranties is no longer true. 

     

    5. This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. No party to this Agreement may assign the rights
      under this Agreement without the prior written consent of all other parties,
      which consent shall not unreasonably be withheld. Amendment(s) to this Agreement
      shall be effective only if made in a writing signed by all parties.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6. Each
      provision of this Agreement shall be considered severable, and if for any reason
      any provision that is not essential to effectuate the basic purposes of the
      Agreement is determined to be invalid and contrary to any existing or future
      law, such invalidity shall not impair the operation of or affect those
      provisions of this Agreement that are valid.

     

    7. No
      party
      shall have waived any rights under this Agreement unless the waiver is in
      writing and signed by the waiving party. The waiver by any party of any breach
      of this Agreement shall not operate or be construed as a waiver of any
      subsequent breach.

     

    8. This
      Agreement shall be construed and enforced in accordance with the laws of
the
      State
      of California and the federal laws of the United States of America.
      Any
      dispute or claim arising out of or in connection with this Agreement will be
      finally settled by binding arbitration in Hong Kong in accordance with the
      rules
      of the Hong Kong International Arbitration Centre by one arbitrator appointed
      in
      accordance with said rules. The parties shall split the cost of the arbitration
      filing and hearing fees and the cost of the arbitrator. The arbitrator will
      award attorneys fees to the prevailing party. The arbitrator shall apply the
      law
      of the State of California, without reference to rules of conflicts of law
      or
      rules of statutory arbitration, to the resolution of any dispute. Judgement
      on
      the award rendered by the arbitrator may be entered in any court having
      jurisdiction thereof. Notwithstanding the foregoing, the parties may apply
      to
      any court of competent jurisdiction for preliminary or interim equitable relief,
      or to compel arbitration in accordance with this paragraph, without breach
      of
      this arbitration provision.

     

    9.  This
      Agreement shall terminate if (i)
      Optionee
      fails to exercise the
      Option
      pursuant
      to this Agreement
      prior to
      May 12, 2007,
      or
(ii)the
      Closing
      does not occur within 30
      days of
      receipt of the Exercise Notice as described in Section 3 above
      if
      Optionor has taken all measures required of it to close and the failure to
      close
      results solely from the acts or failure to act of the Optionee.

     

    10. This
      Agreement may be executed in counterparts by the parties, and it shall take
      effect upon the mutual exchange of faxed signature pages of the Agreement from
      each party to the other, which exchange will be followed by an exchange of
      executed originals of the Agreement no later than five days after the date
      of
      this Agreement. 

    


     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     


    The
      parties have executed and delivered this Agreement as of the date first written
      above.


    


    


    Diguang
      International Development Co., Ltd.


    


    By: 
      /s/
      Song
      Hong                                                              


    Song
      Hong, Chief Operating Officer

    


     

    Shenzhen
      Diguang Electronics, Co., Ltd.

    


    By: 
      /s/ Song
      Yi                                                                    


    Song
      Yi, Chief Executive Officer

    


     

    Sino
      Olympics Industrial Limited

    


    
      By: 
        /s/ Song
        Yi                                                                    


      Song
        Yi, Chief Executive Officer

    

     

     

    Song
      Yi


    


    /s/
      Song
      Yi                
                                                           


     

     

    Song
      Hong


     

    /s/
      Song Hong