fs12010ex10xx_chinabct.htm


    
       

      Exhibit
10.20

       

      EARN-IN
AGREEMENT

       

      This
EARN-IN AGREEMENT (the “Agreement”)
is amended as of Dec 30, 2009  (the “Effective
Date”), between and among (i) Zhang Xiao Yan, a Hong Kong individual (the
“Seller”);
and (ii) the signatories to this Agreement indicated as “Buyers,”[Tang Hui Tian, Jiang You Ru, Liu Chun Lin, Wei Wen De,
Wang Bang Fu, Zhao Ming An, Zhang Qing Qiu, Yang Xiao Jian, Meng Yuan Gang,
Jiang Qi Feng, He Wen Heng, Liu Gong Chun, Jia Jun Wen, Tan Yu Jing, Li Jing
Hua, Ye Yuan Jian] each an individual citizen of the People’s Republic of
China (collectively, the “Buyers”)
(each of the foregoing, a “Party” and
together, the “Parties”).
Capitalized terms not otherwise defined have the meanings assigned to them in
Appendix A to
this Agreement. As effective of this amendment, all previous earn-in agreements
entered into are automatically ceased being effective.

       

      RECITALS

       

      
        	
                A.

              	
                The
      Seller is the sole shareholder of Ingenious Paragon Global Limited, a
      company organized and existing under the laws of British Virgin Islands
      (“Holdco”).
      Holdco in turn is the sole equity holder of Forever Well Asia Pacific
      Limited, a company organized and existing under the laws of Hong Kong.
      Forever Well Asia Pacific Limited is the sole equity holder of Guangxi
      Liuzhou Baicaotang Medicine Co. Ltd, a wholly foreign-owned company
      existing under the laws of the People’s Republic of China (the “Operating
      Company”). The Buyers are the former equity holders of the
      Operating Company.

              


      

       

      
        	
                B.

              	
                After
      the date of this Agreement, the Seller intends to enter into a share
      exchange agreement (the “Exchange
      Agreement”) with a United States-domiciled public reporting shell
      company whose securities are quoted on the over-the-counter bulletin board
      (the “Shell
      Company”).  Upon consummation of the transactions
      contemplated by the Exchange Agreement (the “Exchange
      Transaction”), the Shell Company will, in exchange for the issuance
      of shares of the common stock of the Shell Company, acquire 100% of the
      issued and outstanding capital stock of Holdco, and, indirectly, sole
      ownership of the Operating Company. The Call Right described in this
      Agreement will relate to shares of the capital stock of Holdco until such
      time as those shares are exchanged for shares of the Shell Company, and
      thereafter pari
      passu to the shares of the Shell Company held by the
      Seller.

              


      

       

      NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficient of which is acknowledged by the Parties, the Parties agree as
follows:

       

      AGREEMENT

       

      The
Parties to this Agreement, intending to be bound thereby, in consideration for
the mutual promises and covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the Parties, agree as follows.

       

      ARTICLE
I

       

      CALL
RIGHT

       

      
        	
                1.1  

              	
                Call
      Right.   The Buyers will have, during the Exercise
      Period, and according to the following schedule, the right and option to
      purchase from the Seller, and upon the exercise of such right and option
      the Seller will have the obligation to sell to the Buyers, a portion of
      the Seller’s Shares identified in the Call Exercise Notice (the “Call
      Right”).  Any Shares not purchased at a point in the
      following schedule may be purchased at any later point in the schedule.
      “Seller’s
      Shares” means those shares of the capital stock of the Holdco or,
      upon and after the Exchange Transaction, those exchanged shares of the
      Shell Company held by the Seller totaled at 22,480,000 shares of the Shell
      Company’s issued and outstanding common shares, as the case may be at the
      time when the Buyer exercises the Call
Right.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (a)  

              	
                One
      year after a date which the $26M 2010 after tax net income is achieved and
      a satisfactory audit report is issued of the result according to US GAAP
      for the 2010 after tax net income guaranteed to the investors in an equity
      financing (the “Equity
      Financing”), but before the Expiration Date (as defined below),
      each Buyer may exercise a Call Right to his or her Proportionate Share (as
      defined below) of 50% of the make-good shares of the Seller’s
      Shares.

              


      

       

      
        	
                (b)  

              	
                One
      year after a date which the $28M 2011 make-good is achieved and a
      satisfactory audit report is issued according to US GAAP for the 2011
      after tax net income , but before the Expiration Date (as defined below),
      each Buyer may exercise a Call Right to his or her Proportionate Share (as
      defined below) of 50% of the make-good shares of the Seller’s
      Shares.

              


      

       

      As used
in this Agreement, “Proportionate
Share” means the percentage set forth next to a Buyer’s name on Exhibit C
to this Agreement.

       

      
        	
                1.2  

              	
                Call
      Period.  The Call Right will be exercisable by the Buyer
      by delivering a Call Exercise Notice at any time during the period (the
      “Exercise
      Period”) commencing on the earliest date on which a Call Right may
      be exercised pursuant to Section 1.1 (the “Initial
      Call Date”) and ending at 6:30 p.m. (New York time) on the fifth
      anniversary of the Initial Call Date (such date or the earlier expiration
      of the Call Right is referred to herein as the “Expiration
      Date”).

              


      

       

      
        	
                1.3  

              	
                Exercise
      Process.   In order to exercise the Call Right
      during the Exercise Period, the Buyer must deliver to the Seller a written
      notice of such exercise substantially in the form attached hereto as Exhibit B (a
      “Call
      Exercise Notice”) to such address or facsimile number set forth
      therein. The Call Exercise Notice will indicate the number of the Seller’s
      Shares as to which the Buyer is then exercising its Call Right and the
      aggregate Call Price. Provided the Call Exercise Notice is delivered in
      accordance with Section 
5.2 to the
      Seller on or prior to 6:30 p.m. (New York time) on a Business Day, the
      date of exercise (the “Exercise
      Date”) of the Call Right will be the date of such delivery of such
      Call Exercise Notice. In the event the Call Exercise Notice is delivered
      after 6:30 p.m. (New York time) on any day or on a date which is not a
      Business Day, the Exercise Date will be deemed to be the first Business
      Day after the date of such delivery of such Call Exercise Notice. The
      delivery of a Call Exercise Notice in accordance herewith will constitute
      a binding obligation (a) on the part of the Buyer to purchase and (b) on
      the part of the Seller to sell, the Seller’s Shares subject to such Call
      Exercise Notice in accordance with the terms of this
      Agreement.

              


      

       

      
        	
                1.4  

              	
                Call
      Price.

              


      

       

      
        	
                (a)  

              	
                With
      respect to any exercise of the Call Right, the per-share “Call
      Price” will be equal to Three Hundred Thousand United State Dollars
      (US$300,000) (the “Aggregate
      Call Price”), divided by[
      22,480,000].

              


      

       

      
        	
                (b)  

              	
                The
      Buyers will pre-pay the aggregate Call Price to the Seller, in the amount
      of Three Hundred Thousand United States Dollars, by wire transfer of
      immediately available funds or by another method notified in writing by
      the Seller to the Buyers before such payment is made, concurrently with
      the investment by the investors in the Equity
  Financing.

              


      

       

      
        	
                (c)  

              	
                Within
      thirty (30) days after the Expiration Date, or upon written termination
      and release by any Buyer of any unexercised Call Rights held by such
      Buyer, Seller will refund to such Buyer the amount of the aggregate Call
      Price corresponding to the Seller’s Shares as to which there is no longer
      a Call Right, without interest.

              


      

       

      
        	
                1.5  

              	
                Delivery of
      the Shares.
    Upon the receipt
      of a Call Exercise Notice and the payment of the Call Price, the Seller
      will deliver, or take all steps necessary to cause to be delivered, the
      Seller’s Shares being purchased pursuant to such Call Exercise
      Notice.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

       

      ARTICLE
II

       

      ENCUMBRANCES;
TRANSFERS, SET-OFF; ESCROW

       

      
        	
                2.1  

              	
                Encumbrances.   Upon
      exercise of the Call Right, the Seller’s Shares being purchased will be
      sold, transferred and delivered to the Buyer free and clear of any claim,
      pledge, charge, lien, preemptive rights, restrictions on transfers (except
      as required by securities laws of the United States), proxies, voting
      agreements and/or any other
Encumbrance.

              


      

       

      
        	
                2.2  

              	
                Lock-up;
      Transfers.   Prior to the Expiration Date, the
      Seller will not transfer to any other Person and will continue to own,
      free and clear of any Encumbrance, except (a) as may be required by the
      Exchange Agreement; and/or (b) as may be required in order to give effect
      to the provisions of Section 2.5, such amount of the Seller’s Shares as
      may be required from time to time to in order for the Buyer to exercise
      its Call Right in full.

              


      

       

      
        	
                2.3  

              	
                Legend.   The
      Seller will cause a notification to be made in the share register of
      Holdco, and, upon and after the Exchange Transaction, will cause to be
      placed on any share certificate representing any of the Seller’s Shares,
      language in substantially the form as
follows:

              


      

       

      “THE
SHARES REGISTERED IN THE NAME OF [ • ] OR REPRESENTED BY THIS CERTIFICATE, AS
THE CASE MAY BE, ARE SUBJECT TO A CALL RIGHT WHICH PROHIBITS THEIR TRANSFER TO
ANY PERSON OTHER THAN THE HOLDER OF THAT RIGHT PRIOR TO THE EXERCISE OF THE
RIGHT OR ITS EXPIRATION. ANY PERSON ACCEPTING ANY INTEREST IN THE SHARES SHALL
BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THE
EARN-IN AGREEMENT IN WHICH THAT CALL RIGHT IS SET FORTH, AND THE SHARES WILL
REMAIN SUBJECT TO THE CALL RIGHT AS PROVIDED THEREIN. A COPY OF THE EARN-IN
AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF
BUSINESS.”

       

      
        	
                2.4  

              	
                Set-off.   The
      Buyer will be absolutely entitled to receive all the Seller’s Shares
      subject to the exercise of a Call Right, and for the purposes of this
      Agreement, the Seller hereby waives, as against the Buyer, all rights of
      set-off or counterclaim that would or might otherwise be available to the
      Seller.

              


      

       

      
        	
                2.5  

              	
                Escrow
      of the Seller’s Shares

              


      

       

      
        	
                (a)  

              	
                Upon
      the Exchange Transaction, the Seller will deliver to [Loeb & Loeb,
      LLP.], as collateral agent (the “Collateral
      Agent”), certificates representing the Seller’s Shares. The
      certificates representing the Seller’s Shares (together with duly executed
      stock powers in blank) will be held by the Collateral
    Agent.

              


      

       

      
        	
                (b)  

              	
                Upon
      receipt of a Call Exercise Notice, the Collateral Agent will promptly
      deliver the Seller’s Shares being purchased pursuant to such Call Exercise
      Notice in accordance with the instructions set forth therein and in
      accordance with any other lock-up, make-good or similar agreement in place
      between the Buyer or the Seller and other third party. In the event that
      the Collateral Agent receives notice from the Parties that the Conditions
      have not been met, the Seller’s Shares will be distributed in accordance
      with their instructions.

              


      

       

      
        	
                (c)  

              	
                After
      the delivery of the documents mentioned in the above paragraph (a),
      neither party may wholly or partially terminate the escrow relationship
      with the Collateral Agent or wholly or partially modify the terms and
      conditions agreed for the escrow of the Seller’s Shares at any time before
      the 35th day subsequent to the
      Expiration Date, except that the Buyers effectively enforced the Call
      Right.

              


      

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
III

       

      REPRESENTATIONS
AND WARRANTIES

       

      
        	
                3.1  

              	
                Representations
      and Warranties of the Seller.    The Seller
      represents and warrants to the Buyer,
that:

              


      

       

      
        	
                (a)  

              	
                Due
      Authorization.  The execution and delivery of this
      Agreement and the consummation of the transactions contemplated hereunder
      to be carried out by it have been duly authorized by all necessary action
      on the part of the Seller. This Agreement, and all agreements and
      documents executed and delivered pursuant to this Agreement, constitute
      valid and binding obligations of the Seller, enforceable against the
      Seller in accordance with its terms, subject to applicable Bankruptcy Laws
      and other laws or equitable principles of general application affecting
      the rights of creditors generally.

              


      

       

      
        	
                (b)  

              	
                No
      Conflicts.   Neither the execution or delivery of
      this Agreement by the Seller nor the fulfillment or compliance by the
      Seller with any of the terms hereof will, with or without the giving of
      notice and/or the passage of time, (i) conflict with, or result in a
      breach of the terms, conditions or provisions of, or constitute a default
      under, (A) the organizational or charter documents of the Seller or (B)
      any contract or any judgment, decree or order to which the Seller is
      subject or by which the Seller is bound, or (ii) require any consent,
      license, permit, authorization, approval or other action by any Person or
      Governmental Body which has not yet been obtained or received. The
      execution, delivery and performance of this Agreement by the Seller or
      compliance with the provisions hereof by the Seller does not, and will
      not, violate any provision of any Law to which the Seller is subject or by
      which it is bound.

              


      

       

      
        	
                (c)  

              	
                No
      Actions.   There are no lawsuits, actions or, to the
      best knowledge of the Seller, investigations, claims or demands or other
      proceedings pending or, to the best of the knowledge of the Seller,
      threatened against the Seller that, if resolved in a manner adverse to the
      Seller, would adversely affect the right or ability of the Seller to carry
      out its obligations set forth in this
Agreement.

              


      

       

      
        	
                (d)  

              	
                Title.  The
      Seller owns the Seller’s Shares free and clear of any Encumbrance
      whatsoever, except as contemplated by this Agreement. The Seller has not
      entered into nor is a party to any agreement that would cause the Seller
      to not own the Seller’s Shares free and clear of any Encumbrance, except
      as contemplated by this Agreement.

              


      

       

      
        	
                3.2  

              	
                Representations
      and Warranties of the Buyers.   Each Buyer
      represents and warrants to the Seller, as to him/herself and not as to any
      other Buyer, that:

              


      

       

      
        	
                (a)  

              	
                Due
      Authorization.  The execution and delivery of this
      Agreement and the consummation of the transactions contemplated hereunder
      to be carried out by it have been duly authorized by all necessary action
      on the part of the Buyer. This Agreement, and all agreements and documents
      executed and delivered pursuant to this Agreement, constitute valid and
      binding obligations of the Buyer, enforceable against the Buyer in
      accordance with its terms, subject to applicable Bankruptcy Laws and other
      laws or equitable principles of general application affecting the rights
      of creditors generally.

              


      

       

      
        	
                (b)  

              	
                No
      Conflicts.  Neither the execution or delivery of this
      Agreement by the Buyer nor the fulfillment or compliance by the Buyer with
      any of the terms hereof will, with or without the giving of notice and/or
      the passage of time, (i) conflict with, or result in a breach of the
      terms, conditions or provisions of, or constitute a default under, (A) the
      organizational or charter documents of the Buyer or (B) any contract or
      any judgment, decree or order to which the Buyer is subject or by which
      the Buyer is bound, or (ii) require any consent, license, permit,
      authorization, approval or other action by any Person or Governmental Body
      which has not yet been obtained or received. The execution, delivery and
      performance of this Agreement by the Buyer or compliance with the
      provisions hereof by the Buyer does not, and will not, violate any
      provision of any Law to which the Buyer is subject or by which it is
      bound.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (c)  

              	
                No
      Actions.  There are no lawsuits, actions or, to the best
      knowledge of the Buyer, investigations, claims or demands or other
      proceedings pending or, to the best knowledge of the Buyer, threatened
      against the Buyer that, if resolved in a manner adverse to the Buyer,
      would adversely affect the right or ability of the Buyer to carry out its
      obligations set forth in this
Agreement.

              


      

       

      ARTICLE
IV

       

      EVENTS
OF DEFAULT AND TERMINATION

       

      
        	
                4.1  

              	
                Events of
      Default. The occurrence at any time with respect to a Party (the
      “Defaulting
      Party”) of any of the following events will constitute an event of
      default (an “Event of
      Default”) with respect to such
party:

              


      

       

      
        	
                (a)  

              	
                Failure to Pay or
      Deliver.  The failure by a Party to make, when due, any
      payment under this Agreement or deliver the Seller’s Shares in accordance
      with this Agreement, if such failure is not remedied on or before the
      third Business Day after notice of such failure is given to the Defaulting
      Party.

              


      

       

      
        	
                (b)  

              	
                Breach of
      Agreement.  The failure by a Party to comply with or
      perform any agreement, covenant or obligation (other than a failure
      described in Section 
4.1(a), which
      will be governed by Section 
4.1(a)) to be
      complied with or performed by such Party in accordance with this Agreement
      if such failure is not remedied on or before the tenth Business Day after
      notice of such failure is given to the Defaulting
  Party.

              


      

       

      
        	
                (c)  

              	
                Bankruptcy.  A
      Party (1) is dissolved (other than pursuant to a consolidation,
      amalgamation or merger); (2) becomes insolvent or is unable to pay its
      debts or fails or admits in writing its inability generally to pay its
      debts as they become due; (3) makes a general assignment, arrangement or
      composition with or for the benefit of its creditors; (4) institutes or
      has instituted against it a proceeding seeking a judgment of insolvency or
      bankruptcy or any relief under any Bankruptcy Law, or a petition is
      presented for its winding-up or liquidation, and in the case of any such
      proceeding or petition instituted or presented against it, such proceeding
      or petition (A) results in a judgment of insolvency or bankruptcy or the
      entry of an order for relief or the making of an order for its winding-up
      or liquidation or (B) is not dismissed, discharged, stayed or restrained
      in each case within 30 days of the institution or presentation thereof;
      (5) has a resolution passed for its winding-up, official management or
      liquidation (other than pursuant to a consolidation, amalgamation or
      merger); (6) seeks or becomes subject to the appointment of an
      administrator, provisional liquidator, conservator, receiver, trustee,
      custodian or other similar official for it or for all or substantially all
      of its assets; (7) has a secured party take possession of all or
      substantially all of its assets or has a distress, execution, attachment,
      sequestration or other legal process levied, enforced or sued on or
      against all or substantially all of its assets and such secured party
      maintains possession, or any such process is not dismissed, discharged,
      stayed or rescinded, in each case within 30 days thereafter; (8) causes or
      is subject to any event with respect to it that, under applicable Law, has
      an analogous effect to any of the events described in clauses (1) through
      (7); or (9) takes any action in furtherance of, or indicating its consent
      to, approval of, or acquiescence in, any of the foregoing
      acts.

              


      

       

      
        	
                4.2  

              	
                Liquidated
      Damages.   If
      at any time an Event of Default with respect to a Party has occurred and
      is continuing, the other party may claim a liquidated damage up to [·]% of
      the Call Price. The Event of Default will not affect the effectiveness and
      performance of this Agreement.

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      ARTICLE
V

       

      MISCELLANEOUS
PROVISIONS

       

      
        	
                5.1  

              	
                Further
      Assurances.
      Each Party will execute and/or cause to be delivered to each other Party
      such instruments and other documents, and will take such other actions, as
      such other Party may reasonably request (prior to, at or after the
      Closing) for the purpose of carrying out or evidencing any of the
      transactions contemplated by this
Agreement.

              


      

       

      
        	
                5.2  

              	
                Notices.   Any
      notice or other communication required or permitted to be delivered to any
      Party will be in writing and will be deemed properly delivered, given and
      received upon dispatch by hand, courier or express delivery service with
      receipt confirmed by signature of the addressee, to the address set forth
      beneath the name of such Party below (or to such other address as such
      Party may specify in a written notice given to the other
      Parties):

              


      

       

      
        	
                If
      to the Seller:

                 

              	
                [ Flat E, 11/F, Block
      I, Venice Garden, No. 1 Po Wing Road, Sheungshui, N.T., Hong Kong
      ]

                [ •
      ]

                 

              
	
                With
      Copies to:

                 

              	
                [ Loeb & Loeb,
      LLP., 345 Park Avenue

                New York, New York
      10154]

                 

              
	
                If
      to the Buyers:

                 

              	
                [  NO. 102
      Chengzhan Road, Liuzhou City,

                Guangxi Province, PRC
      ]

                [ •
      ]

                 

              
	
                With
      Copies to:

              	
                [[ Loeb & Loeb,
      LLP., 345 Park Avenue

                New York, New York
      10154]

              


      

      


       

      
        	
                5.3  

              	
                Time of The
      Essence.   Time
      is of the essence of this
Agreement.

              


      

       

      
        	
                5.4  

              	
                Headings,
      Gender and Usage.   The headings contained in this
      Agreement are for convenience of reference only, will not be deemed to be
      a part of this Agreement and will not be referred to in connection with
      the construction or interpretation of this Agreement. For purposes of this
      Agreement: (a) the words “include” and “including” will be taken to
      include the words, “without limitation;” and (b) whenever the context
      requires, the singular number will include the plural, and vice versa; and
      each of the masculine, feminine and neuter genders will refer to the
      others.

              


      

       

      
        	
                5.5  

              	
                Governing
      Law and Language.   This Agreement, including all
      matters of construction, validity and performance, will in all respects be
      governed by, and construed in accordance with, the laws of Hong Kong
      (without giving effect to principles relating to conflict of
      laws).  This Agreement is written in English and the English
      language will govern any interpretation of this
  Agreement.

              


      

       

      
        	
                5.6  

              	
                Venue and
      Jurisdiction.   If any legal proceeding or other
      legal action relating to this Agreement is brought or otherwise initiated,
      the venue therefore will be in Hong Kong, which will be deemed to be a
      convenient forum.  Each of the Parties hereby expressly and
      irrevocably consents and submits to the jurisdiction of the courts in Hong
      Kong.

              


      

       

      
        	
                5.7  

              	
                Interpretation.  Each
      Party acknowledges that it has participated in the drafting of this
      Agreement, and any applicable rule of construction to the effect that
      ambiguities are to be resolved against the drafting party may not be
      applied in connection with the construction or interpretation of this
      Agreement.

              


      

       

      
        	
                5.8  

              	
                Successors
      and Assigns.  Each of the Parties will not assign this
      Agreement or any rights or obligations hereunder without the prior written
      consent of the other Party. The provisions hereof will inure to the
      benefit of, and be binding upon, the successors and permitted assigns of
      the Parties. This Agreement is binding upon, inures to the benefit of and
      is enforceable by Buyers, Seller and their respective successors and
      assigns.

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                5.9  

              	
                Waiver.

              


      

       

      
        	
                (a)  

              	
                No
      failure on the part of any Person to exercise any power, right, privilege
      or remedy under this Agreement, and no delay on the part of any Person in
      exercising any power, right, privilege or remedy under this Agreement,
      will operate as a waiver of such power, right, privilege or remedy; and no
      single or partial exercise of any such power, right, privilege or remedy
      will preclude any other or further exercise thereof or of any other power,
      right, privilege or remedy.

              


      

       

      
        	
                (b)  

              	
                No
      Person will be deemed to have waived any claim arising out of this
      Agreement, or any power, right, privilege or remedy under this Agreement,
      unless the waiver of such claim, power, right, privilege or remedy is
      expressly set forth in a written instrument duly executed and delivered on
      behalf of such Person; and any such waiver will not be applicable or have
      any effect except in the specific instance in which it is
      given.

              


      

       

      
        	
                5.10  

              	
                Entire
      Agreement; Amendment.  This Agreement constitutes the
      full and entire understanding and agreement between the Parties with
      regard to the subject matter hereof. Any term of this Agreement may be
      amended only with the written consent of each
  Party.

              


      

       

      
        	
                5.11  

              	
                Severability.  In the event that
      any provision of this Agreement, or the application of any such provision
      to any Person or set of circumstances, will be determined to be invalid,
      unlawful, void or unenforceable to any extent, the remainder of this
      Agreement, and the application of such provision to Persons or
      circumstances other than those as to which it is determined to be invalid,
      unlawful, void or unenforceable, will not be impaired or otherwise
      affected and will continue to be valid and enforceable to the fullest
      extent permitted by law.

              


      

       

      
        	
                5.12  

              	
                Entire
      Agreement.   This Agreement sets forth the entire
      understanding of the Parties relating to the subject matter hereof and
      supersedes all prior agreements and understandings among or between any of
      the parties relating to the subject matter
  thereof.

              


      

       

      
        	
                5.13  

              	
                Counterparts. This Agreement may be
      executed in several counterparts, each of which will constitute an
      original and all of which, when taken together, will constitute one
      agreement.

              


      

       

       [Remainder of Page
Intentionally Left Blank]

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

       

      In Witness Whereof, the
Parties have caused this Agreement to be executed and delivered as of the date
first set forth above.

       

       

      
        	
                “SELLER”

                Zhang
      Xiao Yan,
      a Hong Kong individual

                 

                 

                 

                By:
      ____________________________

                Name:
      Zhang Xiao Yan

                Title:

                 

                 

              	
                Acknowledged
      and Agreed To:

                “COLLATERAL
      AGENT”

                [●]  a
      company formed and existing under the laws of

                [●]

                 

                By:
      ____________________________

                Name:

                Title:

                 

              
	
                “BUYER”

                [Tang Hui Tian], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Tang Hui
    Tian

              	
                “BUYER”

                [Wei Wen De], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Wei Wen De

                 

                 

              
	
                “BUYER”

                [Jiang You Ru], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Jiang You Ru

                 

              	
                “BUYER”

                [Wang Bang Fu], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Wang Bang Fu

                 

                 

              
	
                “BUYER”

                [Liu Chun Lin], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Liu Chun Lin

                 

              	
                “BUYER”

                [Zhao Ming An], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Zhao Ming An

                 

                 

              
	
                “BUYER”

                [Zhang Qing Qiu], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Zhang Qing
      Qiu

                 

              	
                “BUYER”

                [Yang Xiao Jian], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Yang Xiao
      Jian

                 

              


         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

         

         

        	
                “BUYER”

                [Meng Yuan Gang], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Meng Yuan
      Gang

                 

              	
                “BUYER”

                [Jiang Qi Feng], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Jiang Qi
Feng

                 

                 

              
	
                “BUYER”

                [He Wen Heng], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: He Wen Heng

                 

              	
                “BUYER”

                [Liu Gong Chun], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Liu Gong
Chun

                 

                 

              
	
                “BUYER”

                [Jia Jun Wen], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Jia Jun Wen

                 

              	
                “BUYER”

                [Tan Yu Jing], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Tan Yu Jing

                 

                 

              
	
                “BUYER”

                [Li Jing Hua], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Li Jing Hua

                 

              	
                “BUYER”

                [Ye Yuan Jian], an individual
      citizen of the People’s Republic of China

                 

                 

                By:
      ____________________________

                Name: Ye Yuan Jian

                 

              


      

      


       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


       

      Attachments:

       

      Exhibit A
Certain Definitions

      Exhibit
B  Form of Call Exercise Notice

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
A

       

      CERTAIN
DEFINITIONS

       

      For
purposes of this Agreement (including this Exhibit A):

       

      “Bankruptcy
Law” means any Law of any jurisdiction relating to bankruptcy,
insolvency, corporate reorganization, company arrangement, civil rehabilitation,
special liquidation, moratorium, readjustment of debt, appointment of a
conservator, trustee or receiver, or similar debtor relief.

       

      “Call Exercise
Notice” is defined in Section 
1.3.

       

      “Call
Price” is defined in Section 
1.4(a).

       

      “Call
Right” is defined in Section 
1.1.

       

      “Collateral
Agent” is defined in Section 
2.5(a).

       

      “Conditions”
means Conditions 1 through 4, in the aggregate.

       

      “Effective
Date” is defined in the Preamble.

       

      “Encumbrance”
means any lien, pledge, hypothecation, charge, mortgage, security
interest, encumbrance, equity, trust, equitable interest, claim, preference,
right of possession, lease, tenancy, license, encroachment, covenant,
infringement, interference, Order, proxy, option, right of first refusal,
preemptive right, community property interest, legend, defect, impediment,
exception, reservation, limitation, impairment, imperfection of title, condition
or restriction of any nature (including any restriction on the transfer of any
asset, any restriction on the receipt of any income derived from any asset, any
restriction on the use of any asset and any restriction on the possession,
exercise or transfer of any other attribute of ownership of any
asset).

       

      “Exchange
Agreement” is defined in the Recitals.

       

      “Exchange
Transaction” is defined in the Recitals.

       

      “Exercise
Date” is defined in Section 
1.3.

       

      “Exercise
Period” is defined in Section 
1.2.

       

      “Expiration
Date” is defined in Section 
1.2.

       

      “GAAP”
means generally accepted accounting principles consistently applied
during the relevant period.

       

      “Governmental
Body” means any: (a) nation, principality, state, commonwealth, province,
territory, county, municipality, district or other jurisdiction of any nature;
(b) federal, state, local, municipal, foreign or other government; (c)
governmental or quasi-Governmental Body of any nature (including any
governmental division, subdivision, department, agency, bureau, branch, office,
commission, council, board, instrumentality, officer, official, representative,
organization, unit, body or Entity and any court or other tribunal); (d)
multi-national organization or body; or (e) individual, Entity or body
exercising, or entitled to exercise, any executive, legislative, judicial,
administrative, regulatory, police, military or taxing authority or power of any
nature.

       

      “Holdco”
is defined in the Recitals.

       

      “Initial Call
Date” is defined in Section 
1.2.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

      “Law”
means any national, federal, state, local, municipal, foreign or other law,
statute, legislation, constitution, principle of common law, resolution,
ordinance, code, edict, decree, proclamation, treaty, convention, rule,
regulation, ruling, directive, pronouncement, requirement, specification,
determination, decision, opinion or interpretation issued, enacted, adopted,
passed, approved, promulgated, made, implemented or otherwise put into effect by
or under the authority of any Governmental Body.

       

      “Operating
Company” is defined in the Recitals.

       

      “Party” and
“Parties” are defined in the Preamble to this Agreement.

       

      “Person”
means an individual, a corporation, a partnership, an association, a trust or
other entity or organization, including a government or political subdivision or
an agency or instrumentality thereof.

       

      “Seller’s
Shares” is defined in Section 
1.1.

       

      “Shell
Company” is defined in the Recitals.

       

      “US GAAP”
means United States Generally Accepted Accounting Principles consistently
applied.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

       

       

      EXHIBIT
B

       

      FORM
OF CALL EXERCISE NOTICE

       

       

       

      [Date]

       

      [__ZHANG
XIAO YAN_ ] (the “Seller”)

       

      [________________]

       

      [________________]

       

      Attention:
[ Loeb & Loeb, LLP._]

       

       

      
        	 
      	
                Re:

              	
                Earn-In
      Agreement dated [ Dec 30, 2009 ] (the “Earn-In Agreement”), between [Tang Hui Tian, Jiang You Ru, Liu Chun Lin, Wei
      Wen De, Wang Bang Fu, Zhao Ming An, Zhang Qing Qiu, Yang Xiao Jian, Meng
      Yuan Gang, Jiang Qi Feng, He Wen Heng, Liu Gong Chun, Jia Jun Wen, Tan Yu
      Jing, Li Jing Hua, Ye Yuan Jian] (the “Buyer”) and [ZHANG XIAO YAN]
      (the “Seller”)

              


      

      


       

      Dear
Sir:

       

      In
accordance with Section 

1.3 of the
Earn-In Agreement, the Buyer hereby provides this notice of exercise of the Call
Right in the manner specified below:

       

      
        	 
      	
                (a)

              	
                The
      Buyer hereby exercises its Call Right with respect to the Seller’s Shares
      pursuant to the Earn-In Agreement.

              


      

       

      
        	 
      	
                (b)

              	
                The
      Buyer will pay the sum of $_300,000___ to the
  Seller.

              


      

       

      
        	 
      	
                (d)

              	
                Pursuant
      to this exercise, the Seller will deliver to _Loeb & Loeb, LLP.___ the
      Seller’s Shares in accordance with the instructions attached
      hereto.

              


      

      


       

       

      
        	
                Dated:
      __Dec 30,  2009

              	 
      
	 
      	 
      
	 
      	
                
                

                [ZHANG
      XIAO YAN]

              


      

      


       

      


       

       13