CALL
      OPTION AGREEMENT

     

    This
      CALL
      OPTION AGREEMENT (this “Agreement”)
      is
      made and entered into as of December 24, 2007 (the “Effective
      Date”),
      between Tao Li, a resident of the People’s Republic of China (“Purchaser”)
      and
      Yinshing David To, a resident of Hong Kong (“Seller”).
      Purchaser and Seller are also referred to herein together as the “Parties”
and
      individually as a “Party”.

     

    RECITALS

     

    WHEREAS,
      pursuant to a Share Exchange Agreement, dated as of the date hereof, among
      Discovery Technologies, Inc., a Nevada Corporation (the “Company”)
      and
      the shareholders of Green Agriculture Holding Company, a New Jersey Corporation
      (“Green”),
      the
      Company acquired 100% of the issued and outstanding capital stock of Green;
      and

     

    WHEREAS,
      Purchaser has agreed with Seller, as a condition to his continuing to provide
      services to Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“TechTeam”),
      a PRC
      company that is a wholly owned subsidiary of Green, as its Chairman and Chief
      Executive Officer, to enter into this Agreement; and 

     

    WHEREAS,
      Seller is the holder of 6,535,676 shares of the Company’s $0.001 par value per
      share common stock (“Common
      Stock”)
      and
      therefore, has determined that it is in his best interest to, and will receive
      benefits from, Purchaser’s performance as CEO and Chairman of TechTeam and
      entered into the Share Exchange Agreement based on the possibility of such
      benefits; and

     

    WHEREAS,
      Seller desires to grant to Purchaser an option to acquire 6,535,676 shares
      of
      the Common Stock owned by him (“Seller’s
      Shares”)
      pursuant
      to the terms and conditions set forth in this Agreement. 

     

    NOW,
      THEREFORE, the Parties, in consideration of the foregoing premises and the
      terms, covenants and conditions set forth below, and other good and valuable
      consideration, receipt of which is acknowledged, hereby agree as
      follows:

     

    AGREEMENT

     

    1.
       DEFINITIONS;
      INTERPRETATION.

     

    1.1. Terms
      Defined in this Agreement.
      The
      following terms when used in this Agreement shall have the following
      definitions:

     

    “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.

     

    “Business
      Day”
means
      any day on which commercial banks are required to be open in Hong
      Kong.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Call
      Price”
means,
      with respect to any exercise of the Call Right, $0.001 per share of the Seller’s
      Shares subject to any Call Exercise Notice.

     

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

     

    “Condition
      1”
means
      the entry by Purchaser and TechTeam into a binding employment agreement for
      a
      term of not less than five years for Purchaser to serve as TechTeam’s Chief
      Executive Officer and Chairman of its Board of Directors.

     

    “Condition
      2”
means
      the United States Securities and Exchange Commission declaring a registration
      statement filed by the Company under the Securities Act of 1933 effective,
      or,
      investors who purchased Common Stock from the Company pursuant to the Securities
      Purchase Agreement dated as of December 24, 2007 being able to sell their Common
      Stock under Rule 144, as then effective under the U.S. Securities Act of 1933,
      as amended.

     

    “Condition
      3”
means
      TechTeam achieving not less than $7,500,000 in pre-tax profits, as determined
      under United States Generally Accepted Accounting Principles consistently
      applied (“US GAAP”) for the fiscal year ending June 30, 2008.

     

    “Condition
      4”
means
      TechTeam achieving not less than $4,000,000 in pre tax profits, as determined
      under US GAAP for the six months ended December 31, 2008.

     

    “Government
      Authority”
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 authority of any nature (including any governmental division,
      subdivision, department, agency, bureau, branch, office, commission, council,
      board, instrumentality, officer, official, representative, organization, unit,
      body or Person and any court or other tribunal); or (d) individual, Person
      or
      body exercising, or entitled to exercise, any executive, legislative, judicial,
      administrative, regulatory, police, military or taxing authority or power of
      any
      nature.

     

    “Law”
means
      any federal, state, local, municipal, foreign or other law, statute,
      legislation, constitution, principle of common law, resolution, ordinance,
      code,
      order, edict, decree, proclamation, treaty, convention, rule, regulation,
      permit, ruling, directive, pronouncement, requirement (licensing or otherwise),
      specification, determination, decision, opinion or interpretation that is,
      has
      been or may in the future be issued, enacted, adopted, passed, approved,
      promulgated, made, implemented or otherwise put into effect by or under the
      authority of any Government Authority.

     

    “Person”
means
      any individual, firm, company, corporation, limited liability company,
      unincorporated association, partnership, trust, joint venture, governmental
      authority or other entity, and shall include any successor (by merger or
      otherwise) of such entity.

     

    1.2. Interpretation.

     

    (a) Certain
      Terms.
      The
      words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement
      as a whole and not to any particular provision of this Agreement. The term
      “including” is not limited and means “including without
      limitation.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b) Section References;
      Titles and Subtitles.
      Unless
      otherwise noted, all references to Sections herein are to Sections of this
      Agreement. The titles, captions and headings of this Agreement are inserted
      for
      convenience of reference only and are not intended to be a part of or to affect
      the meaning or interpretation of this Agreement.

     

    (c) Reference
      to Entities, Agreements, Statutes.
      Unless
      otherwise expressly provided herein, (i) references to a Person include its
      successors and permitted assigns, (ii) references to agreements (including
      this Agreement) and other contractual instruments shall be deemed to include
      all
      subsequent amendments, restatements and other modifications
      thereto
      or supplements thereof and (iii) references to any statute or regulation
      are to be construed as including all statutory and regulatory provisions
      consolidating, amending, replacing, supplementing or interpreting such statute
      or regulation.

     

    2.
       CALL
      RIGHT.

     

    2.1. Call
      Right.
      Purchaser shall have, during the Exercise Period (as defined below), and when
      a
      Condition is met, the right and option to purchase from the Seller, and upon
      the
      exercise of such right and option the Seller shall have the obligation to sell
      to Purchaser, a portion of the Seller’s Shares identified in the Call Exercise
      Notice (the “Call
      Right”).
      Purchaser shall be permitted to purchase, and Seller shall be obligated to
      sell,
      the following numbers of Seller’s Shares upon the attainment of the following
      Conditions:

    

      
        	
                Condition

              	 	
                Number
                  of Seller’s Shares as to 

                which
                  there is a Call Right

              	 
	 	 	 	 
	
                Condition
                  1

              	 	 	
                3,267,838

              	 
	 	 	 	 	 
	
                Condition
                  2

              	 	 	
                1,089,279

              	 
	 	 	 	 	 
	
                Condition
                  3

              	 	 	
                1,089,279

              	 
	 	 	 	 	 
	
                Condition
                  4

              	 	 	
                1,089,280

              	 


      

    

     

    2.2. Call
      Period.
      The
      Call Right shall be exercisable by Purchaser, by delivering a Call Exercise
      Notice at any time during the period (the “Exercise
      Period”)
      commencing on the date hereof and ending at 6:30 p.m. (New York time) on the
      fifth anniversary date hereof (such date or the earlier expiration of the Call
      Right is referred to herein as the “Expiration
      Date”).
      

     

    2.3. Exercise
      Process.
      In
      order to exercise the Call Right during the Exercise Period, Purchaser shall
      deliver to the applicable Seller, a written notice of such exercise
      substantially in the form attached hereto as Appendix A
      (a
“Call
      Exercise Notice”)
      to
      such address or facsimile number set forth therein. The Call Exercise Notice
      shall indicate the number of Seller’s Shares as to which Purchaser is then
      exercising its Call Right and the aggregate Call Price. Provided the Call
      Exercise Notice is delivered in accordance with Section 6.4 to such 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 shall 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. (Hong Kong
      time)
      on any day or on a date which is not a Business Day, the Exercise Date shall
      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
      shall constitute a binding obligation (a) on the part of Purchaser to purchase,
      and (b) on the part of such Seller to sell, the Seller’s Shares subject to such
      Call Exercise Notice in accordance with the terms of this
      Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2.4. Call
      Price.
      If the
      Call Right is exercised pursuant to this Section 2, as payment for the Seller’s
      Shares being purchased by Purchaser pursuant to the Call Right, Purchaser shall
      pay the aggregate Call Price to the Seller (but no later than fifteen (15)
      Business Days of the Exercise Date).

     

    2.5 Cashless
      Exercise.
      In lieu
      of delivery of the Call Price, Purchaser shall have the right, at its option,
      from time to time or times during the Exercise Period, Purchaser
      may satisfy its obligation to pay the Call Price through a “cashless exercise,”
in which Purchaser shall be entitled to purchase the Seller’s Shares as
      determined as follows:

     

    
      	 	
              X
                =
                Y [(A-B)/A]

            
	
              where:

            	 
	 	
              X
                =
                the number of Seller’s Shares to be sold to Purchaser.

            
	 	 
	 	
              Y
                =
                the number of Seller’s Shares with respect to which the Call Right is
                being exercised.

            
	 	 
	 	
              A
                =
                the arithmetic average of the Closing Prices for the five Trading
                Days
                immediately prior to (but not including) the Exercise
                Date.

            
	 	 
	 	
              B
                =
                the Call Price.

            


    

     

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

     

    3.
       ENCUMBRANCES;
      TRANSFERS, SET-OFF AND WITHHOLDINGS.

     

    3.1.
       Encumbrances.
      Upon
      exercise of the Call Right, such Seller’s Shares being purchased shall be sold,
      transferred and delivered to Purchaser 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 any
      other encumbrance whatsoever. 

     

    3.2 Transfers.
      Prior
      to the Expiration Date, Seller shall continue to own, free and clear of any
      hypothecation, pledge, mortgage or other encumbrance, except pursuant to this
      Agreement and except in favor of the Collateral Agent (as defined below) for
      the
      benefit of the Purchaser, such amount of the Seller’s Shares as may be required
      from time to time to in order for Purchaser to exercise its Call Right in full.
      

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3.3.
       Set-off.
      Purchaser shall be absolutely entitled to receive all Seller’s Shares subject to
      the exercise of a Call Right, and for the purposes of this Agreement, Seller
      hereby waives, as against Purchaser, all rights of set-off or counterclaim
      that
      would or might otherwise be available to such Seller.

     

    3.4 Escrow
      of Seller’s Shares.
      

     

    (a) Upon
      execution of this Agreement, Seller shall deliver to Guzov Ofsink, LLC, as
      Collateral Agent (the “Collateral
      Agent”),
      certificates representing Seller’s Shares. The certificates representing the
      Seller’s Shares (together with duly executed stock powers in blank) shall be
      held by the Collateral Agent. 

     

    (b) Upon
      receipt of a Call Exercise Notice, the Collateral Agent shall promptly deliver
      the Seller’s Shares being purchased pursuant to such Call Exercise Notice in
      accordance with the instructions set forth therein. In the event that the
      Collateral Agent shall receive notice from the Parties that the Conditions
      have
      not been met, the Seller’s Shares shall be distributed in accordance with their
      instructions. 

     

    4.
       REPRESENTATIONS
      AND WARRANTIES.

     

    4.1. Representations
      and Warranties by Seller.
      Seller
      represents and warrants to Purchaser, 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 Seller. This Agreement, and
      all agreements and documents executed and delivered pursuant to this Agreement,
      constitute valid and binding obligations of such Seller, enforceable against
      such 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.
      The
      execution or delivery of this Agreement by such Seller nor the fulfillment
      or
      compliance by such Seller with any of the terms hereof shall, 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 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 Government Authority
      which has not yet been obtained or received. The execution, delivery and
      performance of this Agreement by such Seller or compliance with the provisions
      hereof by the Seller does not, and shall 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 such Seller,
      investigations), claims or demands or other proceedings pending or, to the
      best
      of the knowledge of such Seller, threatened against the Seller which, 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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (d) Title.
      Seller
      owns the Seller’s Shares free and clear of any claim, pledge, charge, lien,
      preemptive rights, restrictions on transfers, proxies, voting agreements and
      any
      other encumbrance whatsoever, except as contemplated by this Agreement. The
      Seller has not entered into or is a party to any agreement that would cause
      the
      Seller to not own such Seller’s Shares free an clean of any encumbrance, except
      as contemplated by this Agreement.

     

    4.2 Representations
      and Warranties by Purchaser.
      Purchaser represents and warrants to the Sellers, 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 Purchaser. This Agreement,
      and
      all agreements and documents executed and delivered pursuant to this Agreement,
      constitute valid and binding obligations of Purchaser, enforceable against
      Purchaser 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.
      The
      execution or delivery of this Agreement by Purchaser nor the fulfillment or
      compliance by Purchaser with any of the terms hereof shall, 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 Purchaser or (B) any contract
      or
      any judgment, decree or order to which Purchaser is subject or by which
      Purchaser is bound, or (ii) require any consent, license, permit, authorization,
      approval or other action by any Person or Government Authority which has not
      yet
      been obtained or received. The execution, delivery and performance of this
      Agreement by Purchaser or compliance with the provisions hereof by Purchaser
      does not, and shall not, violate any provision of any Law to which Purchaser
      is
      subject or by which it is bound.

     

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

     

    5. EVENTS
      OF
      DEFAULT AND TERMINATION

     

    5.1 Events
      of Default.
      The
      occurrence at any time with respect to a Party (the “Defaulting
      Party”)
      of any
      of the following events shall 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 5.1(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; or

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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 it assets; (7) has a secured party take
      possession of all or substantially all its assets or has a distress, execution,
      attachment, sequestration or other legal process levied, enforced or sued on
      or
      against all or substantially all 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 which, under the 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.

     

    5.2 Termination.
      If at
      any time an Event of Default with respect to a Party has occurred and is
      continuing, the other party may terminate this Agreement and deem the Expiration
      Date to have occurred by giving written notice to the Defaulting Party
      specifying the relevant Event of Default.

     

    6.
       MISCELLANEOUS.

     

    6.1. Governing
      Law; Jurisdiction.
      This
      Agreement shall be construed according to, and the rights of the Parties shall
      be governed by, the laws of the State of New York, without reference to any
      conflict of laws principle that would cause the application of the laws of
      any
      jurisdiction other than New York. Each Party hereby irrevocably submits to
      the
      exclusive jurisdiction of the federal and state courts sitting in the City
      of
      New York, Borough of Manhattan, for the adjudication of any dispute hereunder
      or
      in connection herewith, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such court, that such, suit, action or proceeding is brought in an inconvenient
      forum, or that the venue of such suit, action or proceeding is
      improper.

     

    6.2. Successors
      and Assigns.
      Each of
      the Parties shall not assign this Agreement or any rights or obligations
      hereunder without the prior written consent of the other Party. The provisions
      hereof shall inure to the benefit of, and be binding upon, the successors and
      permitted assigns of the Parties.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.3. 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.

     

    6.4. Notices
      and Other Communications.
      Any and
      all notices, requests, demands and other communications required or otherwise
      contemplated to be made under this Agreement shall be in writing and shall
      be
      provided by one or more of the following means and shall be deemed to have
      been
      duly given (a) if delivered personally, when received, (b) if
      transmitted by facsimile, on the date of transmission with receipt of a
      transmittal confirmation, or (c) if by an internationally recognized
      overnight courier service, one Business Day after deposit with such courier
      service. All such notices, requests, demands and other communications shall
      be
      addressed as follows:

     

    To
      Purchaser at: 

    3rd
      Floor,
      Borough A

    Block
      A.
      No.181, South Taibai Road

    Xian,
      Shaanxi Province, 

    People’s
      Republic of China 710065

    Tel:
      (011)-86-29-88266386 

    


    To
      Seller
      at: 

    Green
      Agriculture Holding Corporation.

    45
      Old
      Millstone Drive, Unit 6,

    East
      Windsor, NJ 08520

    Attn:
      Mr.
      Yinshing David To

     

    or
      to
      such other address or facsimile number as a party may have specified to the
      other parties in writing delivered in accordance with this Section
      6.4.

     

    6.5. Delays
      or Omissions.
      No
      delay or omission to exercise any right, power or remedy accruing to any Person
      hereunder, upon any breach or default under this Agreement, shall impair any
      such right, power or remedy nor shall it be construed to be a waiver of any
      such
      breach or default, or an acquiescence therein, or of or in any similar breach
      or
      default thereafter occurring; nor shall any waiver of any single breach or
      default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any Person hereunder of any breach or default under
      this Agreement, or any waiver on the part of any Person of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing and signed by the waiving
      or
      consenting Person.

     

    6.6. Severability.
      If any
      provision of this Agreement is found to be invalid or unenforceable, then such
      provision shall be construed, to the extent feasible, so as to render the
      provision enforceable and to provide for the consummation of the transactions
      contemplated hereby on substantially the same terms as originally set forth
      herein, and if no feasible interpretation would save such provision, it shall
      be
      severed from the remainder of this Agreement, which shall remain in full force
      and effect unless the severed provision is essential to the rights or benefits
      intended by the Parties. In such event, the Parties shall use best efforts
      to
      negotiate, in good faith, a substitute, valid and enforceable provision or
      agreement which most nearly affects the Parties’ intent in entering into this
      Agreement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.7 Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      Parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any Party.

     

    6.8. Further
      Assurances.
      The
      Parties shall perform such acts, execute and deliver such instruments and
      documents and do all other such things as may be reasonably necessary to effect
      the transactions contemplated hereby. 

     

    6.9. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one instrument.
      Execution and delivery of this Agreement by exchange of facsimile copies bearing
      the facsimile signature of a Party shall constitute a valid and binding
      execution and delivery of this Agreement by such Party.

     

    [remainder
      of page intentionally blank]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
      written above.

    
      	 	 	 
	 	 	
              Purchaser:

            
	 
 	 
 	 
 
	
            	
            	/s/
              Tao
              Li
	 	
              

              Tao
                Li

            


    

     

    
      	 	 	 
	 	 	
              Seller:

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Yinshing David To

            
	 	
              

              Yinshing
                David To

            



      Acknowledged
        and agreed to:

       

      
        	
                Collateral
                  Agent:

                
                  GUZOV
                    OFSINK, LLC, as Collateral Agent

                

              	 	 	 
	 	 	 	 
	 	 	 	 
	By:
 /s/
                Darren Ofsink	 	 	
              
	
                
                  

                

                Name:
                  Darren Ofsink

                Title:
                  Partner

              	 	 	
              


      

       

      
        
          
          

        

        
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    APPENDIX
      A

    Form
      of Exercise Notice

     

    [Date]

    [________________]
      (the “Seller”)

    [________________]

    [________________]

    Attention:
      [_______]

    


    
      	 	
              Re:

            	
              Call
                Option Agreement dated December
                24, 2007 (the “Call
                Option Agreement”),
                between Tao Li (“Purchaser”)
                and Yinshing David To (“Seller”).

            


    

    


    Dear
      Sir:

    


    In
      accordance with Section 2.3 of the Call Option Agreement, Purchaser hereby
      provides this notice of exercise of the Call Right in the manner specified
      below:

    


    
      	
            	(a)	
              The
                Purchaser hereby exercises its Call Rights with respect to Seller’s Shares
                pursuant to the Call Option
                Agreement.

            


    

     

    
      	
            	(c)	
              The
                Purchaser intends that payment of the Call Exercise Price shall be
                made as
                (check one):

            


    

     

    _______
      “Cash Exercise” 

     

    _______
      “Cashless Exercise” 

     

    
      	
            	(d)	
              If
                the Purchaser has elected a Cash Exercise, the Purchaser shall pay
                the sum
                of $____________ to the Seller.

            


    

     

    
      	
            	(e)	
              Pursuant
                to this exercise, the Seller shall deliver to _______________ Seller’s
                Shares in accordance with the instructions attached
                hereto.

            


    

     

    
      	
              Dated:
                _______________, ______

            	 
	 	 
	 	
              

              Tao
                Li

            


    

    


    
      
        
        

      

      
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