SHARE
      EXCHANGE AGREEMENT

    

      GREEN
        AGRICULTURE HOLDING CORPORATION  

       

      FOR
        THE EXCHANGE OF

    

     

    CAPITAL
      STOCK

    


    OF

    

      DISCOVERY
        TECHNOLOGIES, INC.

       

    

    DATED
      DECEMBER 24, 2007

     

    
      
        
        

      

      
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    SHARE
      EXCHANGE AGREEMENT

    


    This
      SHARE EXCHANGE AGREEMENT, dated December 24, 2007 (the “Agreement”) by and among
      Green Agriculture Holding Corporation,
      a
      newly-formed New Jersey corporation (“Green”),
      Discovery Technologies, Inc., a Nevada corporation (“Discovery”)
      and
      the shareholders of Green, whose names are set forth on Exhibit A attached
      hereto (“Green
      Shareholders”).
      

     

    WHEREAS,
      Green Shareholders own 100% of the issued and outstanding shares of Common
      Stock
      of Green (the "Green
      Shares");

     

    WHEREAS,
      Green Shareholders believe it is in their best interests to exchange the Green
      Shares for shares of common stock of Discovery, par value $.001 per share
      (“Discovery
      Shares”),
      and
      Discovery believes it is in its best interests to acquire the Green Shares
      in
      exchange for Discovery Shares, upon the terms and subject to the conditions
      set
      forth in this Agreement; and 

     

    WHEREAS,
      it is the intention of the parties that: (i) Discovery shall acquire 100% of
      the
      Green Shares in exchange solely for the amount of Discovery Shares set forth
      herein; (ii) said exchange of shares shall qualify as a tax-free reorganization
      under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended
      (the“Code”);
      and
      (iii) said exchange shall qualify as a transaction in securities exempt from
      registration or qualification under the Securities Act of 1933, as amended
      and
      in effect on the date of this Agreement (the “Securities
      Act”).

     

    NOW,
      THEREFORE, in consideration of the mutual terms, conditions and other agreements
      set forth herein, the parties hereto hereby agree as follows:


     

    ARTICLE
      I

     

    EXCHANGE
      OF SHARES FOR COMMON STOCK

     

    Section
      1.1 Agreement
      to Exchange Green Shares for Discovery Shares.
      On the
      Closing Date (as hereinafter defined) and subject to the terms and conditions
      set forth in this Agreement, Green Shareholders shall sell, assign, transfer,
      convey and deliver the Green Shares (representing 100% of the issued and
      outstanding Green Shares), to Discovery, and Discovery shall accept the Green
      Shares from the Green Shareholders in exchange for the issuance to the Green
      Shareholders of the number of Discovery Shares set forth opposite the names
      of
      the Green Shareholders on Exhibit A hereto.

    


    Section
      1.2 Capitalization.
      On the
      Closing Date, immediately before the transactions to be consummated pursuant
      to
      this Agreement, Discovery shall have authorized (a) 115,197,165 shares of Common
      Stock, par value $.001 per share, of which 251,386 shares shall be issued and
      outstanding, all of which are duly authorized, validly issued and fully paid;
      and (b) 20,000,000 shares of Preferred Stock, $.001 par value, of which no
      shares are issued or outstanding and the detailed shareholdings of which are
      more particularly set out in Exhibit B hereto. 

     

    
      
        
        

      

      
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    Section
      1.3 Closing.
      The
      closing of the exchange to be made pursuant to this Agreement (the "Closing")
      shall take place at 10:00 a.m. E.S.T. on the day when the conditions to closing
      set forth in Articles V and VI have been satisfied or waived, or at such other
      time and date as the parties hereto shall agree in writing but no later than
      January 15, 2008 (the "Closing Date"), at the offices of Guzov Ofsink, LLC,
      600
      Madison Avenue, 14th
      Floor,
      New York, New York 10022. At the Closing, Green Shareholders shall (i) deliver
      to Discovery the stock certificates representing 100% of the Green Shares,
      duly
      endorsed in blank for transfer or accompanied by appropriate stock powers duly
      executed in blank. In full consideration and exchange for the Green Shares
      and
      payment, Discovery shall issue and exchange with Green Shareholders 10,770,668
      Discovery Shares. 

     

    1.4
       Tax
      Treatment.
      The
      exchange described herein is intended to comply with Section 368(a)(1)(B) of
      the
      Code, and all applicable regulations thereunder. In order to ensure compliance
      with said provisions, the parties agree to take whatever steps may be necessary,
      including, but not limited to, the amendment of this Agreement.

    


    ARTICLE
      II

    


    REPRESENTATIONS
      AND WARRANTIES OF DISCOVERY

    


    Discovery
      hereby, jointly and severally, represents, warrants and agrees as
      follows:

    


    Section
      2.1 Corporate
      Organization

    


    a. Discovery
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of Nevada, and has all requisite corporate power and authority to own
      its
      properties and assets and to conduct its business and is duly qualified to
      do
      business in good standing in each jurisdiction in which the nature of the
      business conducted by Discovery or the ownership or leasing of its properties
      makes such qualification and being in good standing necessary, except where
      the
      failure to be so qualified and in good standing will not have a material adverse
      effect on the business, operations, properties, assets, condition or results
      of
      operation of Discovery (a "Discovery
      Material Adverse Effect");
      

    


    b. Copies
      of
      the Articles of Incorporation and By-laws of Discovery, with all amendments
      thereto to the date hereof, have been furnished to Green and the Green
      Shareholders, and such copies are accurate and complete as of the date hereof.
      The minute books of Discovery are current as required by law, contain the
      minutes of all meetings of the Board of Directors and shareholders of Discovery
      from its date of incorporation to the date of this Agreement, and adequately
      reflect all material actions taken by the Board of Directors and shareholders
      of
      Discovery.

    


    Section
      2.2 Capitalization
      of Discovery.
      The authorized capital stock of Discovery consists of (a) 115,197,165 shares
      of
      Common Stock, par value $.001 per share, of which 251,386 shares are issued
      and
      outstanding, all of which are duly authorized, validly issued and fully paid
      and
      the detailed shareholdings of which are more particularly set out in Exhibit
      B
      hereto; and (b) 20,000,000 shares of blank check Preferred Stock, $.001 par
      value, of which no shares are issued or outstanding. The parties agree that
      they
      have been informed of the issuances of these Discovery Shares, and that all
      such
      issuances of Discovery Shares pursuant to this Agreement will be in accordance
      with the provisions of this Agreement. All of the Discovery Shares to be issued
      pursuant to this Agreement have been duly authorized and will be validly issued,
      fully paid and non-assessable and no personal liability will attach to the
      ownership thereof and in each instance, have been issued in accordance with
      the
      registration requirements of applicable securities laws or an exemption
      therefrom. As of the date of this Agreement there are no outstanding options,
      warrants, agreements, commitments, conversion rights, preemptive rights or
      other
      rights to subscribe for, purchase or otherwise acquire any shares of capital
      stock or any un-issued or treasury shares of capital stock of Discovery.


     

    
      
        
        

      

      
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    Section
      2.3 Subsidiaries
      and Equity Investments.
      Discovery has no subsidiaries or equity interest in any corporation, partnership
      or joint venture. 

    


    Section
      2.4 Authorization
      and Validity of Agreements.
      Discovery has all corporate power and authority to execute and deliver this
      Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby and upon the execution and delivery by Green
      and the Green Shareholders and the performance of their obligations herein,
      will
      constitute, a legal, valid and binding obligation of Discovery. The execution
      and delivery of this Agreement by Discovery and the consummation by Discovery
      of
      the transactions contemplated hereby have been duly authorized by all necessary
      corporate action of Discovery, and no other corporate proceedings on the part
      of
      Discovery are necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby.

    


    Section 2.5 No
      Conflict or Violation.
      The
      execution, delivery and performance of this Agreement by Discovery do not and
      will not violate or conflict with any provision of its Articles of Incorporation
      or By-laws, and does not and will not violate any provision of law, or any
      order, judgment or decree of any court or other governmental or regulatory
      authority, nor violate or result in a breach of or constitute (with due notice
      or lapse of time or both) a default under, or give to any other entity any
      right
      of termination, amendment, acceleration or cancellation of, any contract, lease,
      loan agreement, mortgage, security agreement, trust indenture or other agreement
      or instrument to which Discovery is a party or by which it is bound or to which
      any of their respective properties or assets is subject, nor will it result
      in
      the creation or imposition of any lien, charge or encumbrance of any kind
      whatsoever upon any of the properties or assets of Discovery, nor will it result
      in the cancellation, modification, revocation or suspension of any of the
      licenses, franchises, permits to which Discovery is bound.

    


    Section
      2.6 Consents
      and Approvals.
      No
      consent, waiver, authorization or approval of any governmental or regulatory
      authority, domestic or foreign, or of any other person, firm or corporation,
      is
      required in connection with the execution and delivery of this Agreement by
      Discovery or the performance by Discovery of its obligations
      hereunder.

     

    
      
        
        

      

      
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    Section
      2.7 Absence
      of Certain Changes or Events.
      Since
      its inception:

    


    a.  
      As of
      the date of this Agreement, Discovery does not know or have reason to know
      of
      any event, condition, circumstance or prospective development which threatens
      or
      may threaten to have a material adverse effect on the assets, properties,
      operations, prospects, net income or financial condition of
      Discovery;

    


    b.  there
      has
      not been any declaration, setting aside or payment of dividends or distributions
      with respect to shares of capital stock of Discovery; and

    


    c.  there
      has
      not been an increase in the compensation payable or to become payable to any
      director or officer of Discovery. 

    


    Section
      2.8 Disclosure.
      This
      Agreement and any certificate attached hereto or delivered in accordance with
      the terms hereby by or on behalf of Discovery in connection with the
      transactions contemplated by this Agreement, when taken together, do not contain
      any untrue statement of a material fact or omit any material fact necessary
      in
      order to make the statements contained herein and/or therein not misleading.
      

    


    Section
      2.9 Litigation.
      There
      is no action, suit, proceeding or investigation pending or threatened against
      the Company or any subsidiary that may affect the validity of this Agreement
      or
      the right of Discovery to enter into this Agreement or to consummate the
      transactions contemplated hereby.

    


    Section
      2.10 Securities
      Laws.
      Discovery has complied in all material respects with applicable federal and
      state securities laws, rules and regulations, including the Sarbanes Oxley
      Act
      of 2002, as such laws, rules and regulations apply to Discovery and its
      securities; and (b) all shares of capital stock of the Company have been issued
      in accordance with applicable federal and state securities laws, rules and
      regulations. There are no stop orders in effect with respect to any of the
      Company’s securities.

    


    Section
      2.11 Tax.
      Discovery has paid all taxes due to date, if any.

    


    Section
      2.12 ’34
      Act Reports.
      None of
      Discovery’s filings with the SEC, contains any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements therein
      not misleading, in light of the circumstances in which they were
      made.

    


    Section
      2.13  Market
      Makers.
      Discovery has at least two (2) market makers in its Common Stock.

    


    Section
      2.14 Survival.
      Each of
      the representations and warranties set forth in this Article II shall be deemed
      represented and made by Discovery at the Closing as if made at such time and
      shall survive the Closing for a period terminating on the second anniversary
      of
      the date of this Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF GREEN AND GREEN SHAREHOLDERS

    


    Green
      and
      each of Green Shareholders, severally, represent, warrant and agree as
      follows:

    


    Section
      3.1 Corporate
      Organization.

    


    a. Green
      is
      a newly-formed corporation with no prior business activities. It is duly
      organized, validly existing and in good standing under the laws of the state
      of
      New Jersey and has all requisite corporate power and authority to own its
      properties and assets and to conduct its business as now conducted and is duly
      qualified to do business, is in good standing in each jurisdiction wherein
      the
      nature of the business conducted by Green or the ownership or leasing of its
      properties makes such qualification and being in good standing necessary, except
      where the failure to be so qualified and in good standing will not have a
      material adverse effect on the business, operations, properties, assets,
      condition or results of operation of Green (a “Green
      Material Adverse Effect”).
      As of
      the date of this Agreement, Green owns all of the issued and outstanding equity
      or voting interests in Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd.
      (“Techteam”). Techteam is duly organized, validly existing and in good standing
      under the laws of the Peoples’ Republic of China (“PRC”) and has all requisite
      corporate power and authority to own its properties and assets and to conduct
      its business as now conducted and is duly qualified to do business, is in good
      standing in each jurisdiction wherein the nature of the business conducted
      by
      Techteam or the ownership or leasing of its properties makes such qualification
      and being in good standing necessary, except where the failure to be so
      qualified and in good standing will not have a material adverse effect on the
      business, operations, properties, assets, condition or results of operation
      of
      Techteam (a "Techteam
      Material Adverse Effect")

    


    b. Copies
      of
      the Certificate of Incorporation and By-laws of Green and Techteam, with all
      amendments thereto to the date hereof, have been furnished to Discovery, and
      such copies are accurate and complete as of the date hereof. The minute books
      of
      Green are current as required by law, contain the minutes of all meetings of
      the
      Board of Directors and shareholders of Green, and adequately reflect all
      material actions taken by the Board of Directors, shareholders of
      Green.

    


    Section
      3.2 Capitalization
      of Green; Title to the Green Shares.
      On the
      Closing Date, immediately before the transactions to be consummated pursuant
      to
      this Agreement, Green shall have authorized One Hundred Thousand (100,000)
      Green
      Shares, of which 100 Green Shares will be issued and outstanding. The Green
      Shares are the sole outstanding shares of capital stock of Green, and there
      are
      no outstanding options, warrants, agreements, commitments, conversion rights,
      preemptive rights or other rights to subscribe for, purchase or otherwise
      acquire any shares of capital stock or other equity or voting interest or any
      unissued or treasury shares of capital stock of Green. As of the date hereof
      and
      on the Closing Date, each Green Shareholder owns and will own the Green Shares
      free and clear of any liens, claims or encumbrances and has and will have the
      right to transfer the Green Shares without consent of any other person or
      entity. 

     

    
      
        
        

      

      
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    Section
      3.3 Subsidiaries
      and Equity Investments; Assets.
      As of
      the date hereof and on the Closing Date, Green owns all of the equity or voting
      interests in Techteam. Green does not and will not directly or indirectly,
      own
      any other shares of capital stock or any other equity interest in any entity
      or
      any right to acquire any shares or other equity interest in any entity and
      Green
      does not and will not have any assets or liabilities. As of the date hereof
      and
      on Closing Date, Techteam does not and will not directly or indirectly, own
      any
      shares of capital stock or any other equity interest in any entity or any right
      to acquire any shares or other equity interest in any entity, except as set
      forth on Schedule 3.3. As of the date hereof and on the Closing Date, there
      are
      and will be no outstanding options, warrants, agreements, commitments,
      conversion rights, preemptive rights or other rights to subscribe for, purchase
      or otherwise acquire any shares of capital stock or other equity or voting
      interest in Techteam. 

    


    Section
      3.4 Authorization
      and Validity of Agreements.
      Green
      has all corporate power and authority to execute and deliver this Agreement,
      to
      perform its obligations hereunder and to consummate the transactions
      contemplated hereby. The execution and delivery of this Agreement by Green
      and
      the consummation of the transactions contemplated hereby have been duly
      authorized by all necessary corporate action and no other corporate proceedings
      on the part of Green are necessary to authorize this Agreement or to consummate
      the transactions contemplated hereby. The Green Shareholders have approved
      this
      Agreement on behalf of Green and no other stockholder approvals are required
      to
      consummate the transactions contemplated hereby. Each Green Shareholder is
      competent to execute this Agreement, and has the power to execute and perform
      this Agreement. No other proceedings on the part of Green or any Green
      Shareholder are necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby. 

    


    Section
      3.5 No
      Conflict or Violation.
      The
      execution, delivery and performance of this Agreement by Green or any Green
      Shareholder does not and will not violate or conflict with any provision of
      the
      constituent documents of Green, and does not and will not violate any provision
      of law, or any order, judgment or decree of any court or other governmental
      or
      regulatory authority, nor violate, result in a breach of or constitute (with
      due
      notice or lapse of time or both) a default under or give to any other entity
      any
      right of termination, amendment, acceleration or cancellation of any contract,
      lease, loan agreement, mortgage, security agreement, trust indenture or other
      agreement or instrument to which Green or any Green Shareholder is a party
      or by
      which it is bound or to which any of its respective properties or assets is
      subject, nor result in the creation or imposition of any lien, charge or
      encumbrance of any kind whatsoever upon any of the properties or assets of
      Green
      or any Green Shareholder, nor result in the cancellation, modification,
      revocation or suspension of any of the licenses, franchises, permits to which
      Green or any Green Shareholder is bound.

     

    
      
        
        

      

      
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    Section
      3.6 Investment
      Representations.
      (a) The
      Discovery Shares will be acquired hereunder solely for the account of the Green
      Shareholders, for investment, and not with a view to the resale or distribution
      thereof. Each Green Shareholder understands and is able to bear any economic
      risks associated with such investment in the Discovery Shares. Each Green
      Shareholder has had full access to all the information such shareholder
      considers necessary or appropriate to make an informed investment decision
      with
      respect to the Discovery Shares to be acquired under this Agreement. Each Green
      Shareholder further has had an opportunity to ask questions and receive answers
      from Discovery’s directors regarding Discovery and to obtain additional
      information (to the extent Discovery’s directors possessed such information or
      could acquire it without unreasonable effort or expense) necessary to verify
      any
      information furnished to such shareholder or to which such shareholder had
      access. Each Green Shareholder is at the time of the offer and execution of
      this
      Agreement, either domiciled and resident outside the United States (a
“Non-U.S.
      Shareholder”)
      and or
      is an “accredited investor” (as such term is defined in Rule 501(a) of
      Regulation D promulgated by the Securities and Exchange Commission under the
      Securities Act).

    


    (b)
      No
      Non-U.S. Shareholder, nor any affiliate of any Non-U.S. Shareholder, nor any
      person acting on behalf of any Non-U.S. Shareholder or any behalf of any such
      affiliate, has engaged or will engage in any activity undertaken for the purpose
      of, or that reasonably could be expected to have the effect of, conditioning
      the
      markets in the United States for the Discovery Shares, including, but not
      limited to, effecting any sale or short sale of securities through any Non-U.S.
      Shareholder or any of affiliate of any Non-U.S. Shareholder prior to the
      expiration of any restricted period contained in Regulation S promulgated under
      the Securities Act (any such activity being defined herein as a “Directed
      Selling Effort”). To the best knowledge of the Non-U.S. Shareholders, this
      Agreement and the transactions contemplated herein are not part of a plan or
      scheme to evade the registration provisions of the Securities Act, and the
      Discovery Shares are being acquired for investment purposes by the Non-U.S.
      Shareholders. The Non-U.S. Shareholder agrees that all offers and sales of
      Discovery Shares from the date hereof and through the expiration of the any
      restricted period set forth in Rule 903 of Regulation S (as the same may be
      amended from time to time hereafter) shall not be made to U.S. Persons or for
      the account or benefit of U.S. Persons and shall otherwise be made in compliance
      with the provisions of Regulation S and any other applicable provisions of
      the
      Securities Act. Neither any Non-U.S. Shareholder nor the representatives of
      any
      Non-U.S. Shareholder have conducted any Directed Selling Effort as that term
      is
      used and defined in Rule 902 of Regulation S and no Non-U.S. Shareholder nor
      any
      representative of any Non-U.S. Shareholder will engage in any such Directed
      Selling Effort within the United States through the expiration of any restricted
      period set forth in Rule 903 of Regulation S.

    


    Section
      3.7 Brokers’
      Fees. No
      Green
      Shareholder has any liability to pay any fees or commissions or other
      consideration to any broker, finder, or agent with respect to the transactions
      contemplated by this Agreement. 

    


    Section
      3.8 Disclosure.
      This
      Agreement, the schedules hereto and any certificate attached hereto or delivered
      in accordance with the terms hereby by or on behalf of Green or the Green
      Shareholders in connection with the transactions contemplated by this Agreement,
      when taken together, do not contain any untrue statement of a material fact
      or
      omit any material fact necessary in order to make the statements contained
      herein and/or therein not misleading. 

     

    
      
        
        

      

      
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    Section
      3.9 Survival.
      Each of
      the representations and warranties set forth in this Article III shall be deemed
      represented and made by Green and the Green Shareholders at the Closing as
      if
      made at such time and shall survive the Closing for a period terminating on
      the
      second anniversary of the date of this Agreement.


    


    ARTICLE
      IV

    


    COVENANTS

    


    Section
      4.1 Certain
      Changes and Conduct of Business.

    


    a. From
      and
      after the date of this Agreement and until the Closing Date, Discovery shall
      conduct its business solely in the ordinary course consistent with past
      practices and, in a manner consistent with all representations, warranties
      or
      covenants of Discovery, and without the prior written consent of Green will
      not,
      except as required or permitted pursuant to the terms hereof:

    


    
      	i.  	
              make
                any material change in the conduct of its businesses and/or operations
                or
                enter into any transaction other than in the ordinary course of business
                consistent with past practices;

            


    

    


    
      	ii.  	
              make
                any change in its Articles of Incorporation or By-laws; issue any
                additional shares of capital stock or equity securities or grant
                any
                option, warrant or right to acquire any capital stock or equity securities
                or issue any security convertible into or exchangeable for its capital
                stock or alter in any material term of any of its outstanding securities
                or make any change in its outstanding shares of capital stock or
                its
                capitalization, whether by reason of a reclassification, recapitalization,
                stock split or combination, exchange or readjustment of shares, stock
                dividend or otherwise;

            


    

    


    
      
        
          
            	
                  	iii.	
                    A.     
                      incur,
                      assume or guarantee any indebtedness for borrowed money, issue
                      any notes,
                      bonds, debentures or other corporate securities or grant any
                      option,
                      warrant or right to purchase any thereof, except pursuant to
                      transactions
                      in the ordinary course of business consistent with past practices;
                      or

                  


          

        

      

    

    


    
      	
            	
              B.

            	
              issue
                any securities convertible or exchangeable for debt or equity securities
                of Discovery;

            


    

    


    
      	iv.  	
              make
                any sale, assignment, transfer, abandonment or other conveyance of
                any of
                its assets or any part thereof, except pursuant to transactions in
                the
                ordinary course of business consistent with past
                practice;

            


    

     

    
      
        
        

      

      
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      	v.  	
              subject
                any of its assets, or any part thereof, to any lien or suffer such
                to be
                imposed other than such liens as may arise in the ordinary course
                of
                business consistent with past practices by operation of law which
                will not
                have a Discovery Material Adverse
                Effect;

            


    

    


    
      	vi.  	
              acquire
                any assets, raw materials or properties, or enter into any other
                transaction, other than in the ordinary course of business consistent
                with
                past practices;

            


    

    


    
      	vii.  	
              enter
                into any new (or amend any existing) employee benefit plan, program
                or
                arrangement or any new (or amend any existing) employment, severance
                or
                consulting agreement, grant any general increase in the compensation
                of
                officers or employees (including any such increase pursuant to any
                bonus,
                pension, profit-sharing or other plan or commitment) or grant any
                increase
                in the compensation payable or to become payable to any employee,
                except
                in accordance with pre-existing contractual provisions or consistent
                with
                past practices;

            


    

    


    
      	viii.  	
              make
                or commit to make any material capital
                expenditures;

            


    

    


    
      	ix.  	
              pay,
                loan or advance any amount to, or sell, transfer or lease any properties
                or assets to, or enter into any agreement or arrangement with, any
                of its
                affiliates;

            


    

    


    
      	x.  	
              guarantee
                any indebtedness for borrowed money or any other obligation of any
                other
                person;

            


    

    


    
      	xi.  	
              fail
                to keep in full force and effect insurance comparable in amount and
                scope
                to coverage maintained by it (or on behalf of it) on the date
                hereof;

            


    

    


    
      	xii.  	
              take
                any other action that would cause any of the representations and
                warranties made by it in this Agreement not to remain true and correct
                in
                all material aspect;

            


    

    


    
      	xiii.  	
              make
                any material loan, advance or capital contribution to or investment
                in any
                person;

            


    

    


    
      	xiv.  	
              make
                any material change in any method of accounting or accounting principle,
                method, estimate or practice;

            


    

     

    
      
        
        

      

      
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      	xv.  	
              settle,
                release or forgive any claim or litigation or waive any
                right;

            


    

    


    
      	xvi.  	
              commit
                itself to do any of the foregoing.

            


    

    


    b. From
      and
      after the date of this Agreement, Green will and Green will cause Techteam
      to:


    


    
      	1.  	
              continue
                to maintain, in all material respects, its properties in accordance
                with
                present practices in a condition suitable for its current
                use;

            


    

    


    
      	2.  	
              file,
                when due or required, federal, state, foreign and other tax returns
                and
                other reports required to be filed and pay when due all taxes,
                assessments, fees and other charges lawfully levied or assessed against
                it, unless the validity thereof is contested in good faith and by
                appropriate proceedings diligently
                conducted;

            


    

    


    
      	3.  	
              continue
                to conduct its business in the ordinary course consistent with past
                practices;

            


    

    


    
      	4.  	
              keep
                its books of account, records and files in the ordinary course and
                in
                accordance with existing practices;
                and

            


    

    


    
      	
            	5. 
              	
              continue
                to maintain existing business relationships with suppliers.
                

            


    

    


    c. From
      and
      after the date of this Agreement, Green will not and will ensure that Techteam
      does not:

    


    
      	xvii.  	
              make
                any material change in the conduct of its businesses and/or operations
                or
                enter into any transaction other than in the ordinary course of business
                consistent with past practices;

            


    

    


    
      	xviii.  	
              make
                any change in its Business License, Bylaws or other governing documents;
                issue any additional shares of capital stock or equity securities
                or grant
                any option, warrant or right to acquire any capital stock or equity
                securities or issue any security convertible into or exchangeable
                for its
                capital stock or alter in any material term of any of its outstanding
                securities or make any change in its outstanding shares of capital
                stock
                or its capitalization, whether by reason of a reclassification,
                recapitalization, stock split or combination, exchange or readjustment
                of
                shares, stock dividend or
                otherwise;

            


    

    


    
      	
            	xix.	
              A.       
                incur,
                assume or guarantee any indebtedness for borrowed money, issue any
                notes,
                bonds, debentures or other corporate securities or grant any option,
                warrant or right to purchase any thereof, except pursuant to transactions
                in the ordinary course of business consistent with past practices;
                or

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              issue
                any securities convertible or exchangeable for debt or equity securities
                of Green or Techteam;

            


    

    


    
      	xx.  	
              make
                any sale, assignment, transfer, abandonment or other conveyance of
                any of
                its assets or any part thereof, except pursuant to transactions in
                the
                ordinary course of business consistent with past
                practice;

            


    

    


    
      	xxi.  	
              subject
                any of its assets, or any part thereof, to any lien or suffer such
                to be
                imposed other than such liens as may arise in the ordinary course
                of
                business consistent with past practices by operation of law which
                will not
                have a Green Material Adverse
                Effect;

            


    

    


    
      	xxii.  	
              acquire
                any assets, raw materials or properties, or enter into any other
                transaction, other than in the ordinary course of business consistent
                with
                past practices;

            


    

    


    
      	xxiii.  	
              enter
                into any new (or amend any existing) employee benefit plan, program
                or
                arrangement or any new (or amend any existing) employment, severance
                or
                consulting agreement, grant any general increase in the compensation
                of
                officers or employees (including any such increase pursuant to any
                bonus,
                pension, profit-sharing or other plan or commitment) or grant any
                increase
                in the compensation payable or to become payable to any employee,
                except
                in accordance with pre-existing contractual provisions or consistent
                with
                past practices;

            


    

    


    
      	xxiv.  	
              make
                or commit to make any material capital
                expenditures;

            


    

    


    
      	xxv.  	
              pay,
                loan or advance any amount to, or sell, transfer or lease any properties
                or assets to, or enter into any agreement or arrangement with, any
                of its
                affiliates;

            


    

    


    
      	xxvi.  	
              guarantee
                any indebtedness for borrowed money or any other obligation of any
                other
                person;

            


    

    


    
      	xxvii.  	
              fail
                to keep in full force and effect insurance comparable in amount and
                scope
                to coverage maintained by it (or on behalf of it) on the date
                hereof;

            


    

    


    
      	xxviii.  	
              take
                any other action that would cause any of the representations and
                warranties made by it in this Agreement not to remain true and correct
                in
                all material aspect;

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	xxix.  	
              make
                any material loan, advance or capital contribution to or investment
                in any
                person;

            


    

    


    
      	xxx.  	
              make
                any material change in any method of accounting or accounting principle,
                method, estimate or practice;

            


    

    


    
      	xxxi.  	
              settle,
                release or forgive any claim or litigation or waive any
                right;

            


    

    


    
      	xxxii.  	
              commit
                itself to do any of the foregoing.

            


    

     

    Section
      4.2 Access
      to Properties and Records.
      Green
      shall afford Discovery’s accountants, counsel and authorized representatives,
      and Discovery shall afford to Green's accountants, counsel and authorized
      representatives full access during normal business hours throughout the period
      prior to the Closing Date (or the earlier termination of this Agreement) to
      all
      of such parties’ properties, books, contracts, commitments and records and,
      during such period, shall furnish promptly to the requesting party all other
      information concerning the other party's business, properties and personnel
      as
      the requesting party may reasonably request, provided that no investigation
      or
      receipt of information pursuant to this Section 4.2 shall affect any
      representation or warranty of or the conditions to the obligations of any party.
      

    


    Section
      4.3 Negotiations.
      From
      and after the date hereof until the earlier of the Closing or the termination
      of
      this Agreement, no party to this Agreement nor its officers or directors
      (subject to such director's fiduciary duties) nor anyone acting on behalf of
      any
      party or other persons shall, directly or indirectly, encourage, solicit, engage
      in discussions or negotiations with, or provide any information to, any person,
      firm, or other entity or group concerning any merger, sale of substantial
      assets, purchase or sale of shares of capital stock or similar transaction
      involving any party. A party shall promptly communicate to any other party
      any
      inquiries or communications concerning any such transaction which they may
      receive or of which they may become aware of.

    


    Section
      4.4 Consents
      and Approvals.
      The
      parties shall:

    


    
      	i.  	
              use
                their reasonable commercial efforts to obtain all necessary consents,
                waivers, authorizations and approvals of all governmental and regulatory
                authorities, domestic and foreign, and of all other persons, firms
                or
                corporations required in connection with the execution, delivery
                and
                performance by them of this Agreement; and


            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	ii.  	
              diligently
                assist and cooperate with each party in preparing and filing all
                documents
                required to be submitted by a party to any governmental or regulatory
                authority, domestic or foreign, in connection with such transactions
                and
                in obtaining any governmental consents, waivers, authorizations or
                approvals which may be required to be obtained connection in with
                such
                transactions.

            


    

    


    Section
      4.5 Public
      Announcement.
      Unless
      otherwise required by applicable law, the parties hereto shall consult with
      each
      other before issuing any press release or otherwise making any public statements
      with respect to this Agreement and shall not issue any such press release or
      make any such public statement prior to such consultation.

    


    Section
      4.6 Stock
      Issuance.
      From
      and after the date of this Agreement until the Closing Date, none of Discovery,
      Green nor Techteam shall issue any additional shares of its capital stock.
      

    


    Section
      4.7 Notwithstanding
      anything to the contrary contained herein, it is herewith understood and agreed
      that both Green and Discovery may enter into and conclude agreements and/or
      financing transactions as same relate to and/or are contemplated by any separate
      written agreements either: (a) annexed hereto as exhibits; or (b) entered into
      by Discovery with Green executed by both parties subsequent to the date hereof.
      These Agreements shall become, immediately upon execution, part of this
      Agreement and subject to all warranties, representations and conditions
      contained herein.


    


    ARTICLE
      V

    


    CONDITIONS
      TO OBLIGATIONS OF GREEN AND GREEN SHAREHOLDERS

    


    The
      obligations of Green and the Green Shareholders to consummate the transactions
      contemplated by this Agreement are subject to the fulfillment, at or before
      the
      Closing Date, of the following conditions, any one or more of which may be
      waived by both Green and the Green Shareholders in their sole
      discretion:

    


    Section
      5.1 Representations
      and Warranties of Discovery.
      All
      representations and warranties made by Discovery in this Agreement shall be
      true
      and correct on and as of the Closing Date as if again made by Discovery as
      of
      such date. 

    


    Section
      5.2 Agreements
      and Covenants.
      Discovery shall have performed and complied in all material respects to all
      agreements and covenants required by this Agreement to be performed or complied
      with by it on or prior to the Closing Date. 

    


    Section
      5.3 Consents
      and Approvals.
      Consents, waivers, authorizations and approvals of any governmental or
      regulatory authority, domestic or foreign, and of any other person, firm or
      corporation, required in connection with the execution, delivery and performance
      of this Agreement shall be in full force and effect on the Closing
      Date.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    Section
      5.4 No
      Violation of Orders.
      No
      preliminary or permanent injunction or other order issued by any court or
      governmental or regulatory authority, domestic or foreign, nor any statute,
      rule, regulation, decree or executive order promulgated or enacted by any
      government or governmental or regulatory authority, which declares this
      Agreement invalid in any respect or prevents the consummation of the
      transactions contemplated hereby, or which materially and adversely affects
      the
      assets, properties, operations, prospects, net income or financial condition
      of
      Discovery shall be in effect; and no action or proceeding before any court
      or
      governmental or regulatory authority, domestic or foreign, shall have been
      instituted or threatened by any government or governmental or regulatory
      authority, domestic or foreign, or by any other person, or entity which seeks
      to
      prevent or delay the consummation of the transactions contemplated by this
      Agreement or which challenges the validity or enforceability of this
      Agreement.

    


    Section
      5.5 Other
      Closing Documents.
      Green
      shall have received such other certificates, instruments and documents in
      confirmation of the representations and warranties of Discovery or in
      furtherance of the transactions contemplated by this Agreement as Green or
      its
      counsel may reasonably request.

    


    Section
      5.6 Additional
      Funding.
      Green
      shall have obtained written commitments to invest a minimum of $26,000,000
      in
      the aggregate from third party investor(s) to further the business objectives
      of
      Techteam, which commitment may close either before or after Closing Date.



    


    ARTICLE
      VI

     

    CONDITIONS
      TO OBLIGATIONS OF DISCOVERY

    


    The
      obligations of Discovery to consummate the transactions contemplated by this
      Agreement are subject to the fulfillment, at or before the Closing Date, of
      the
      following conditions, any one or more of which may be waived by Discovery in
      its
      sole discretion:

    


    Section
      6.1 Representations
      and Warranties of Green and Green Shareholders.
      All
      representations and warranties made by Green and Green Shareholders in this
      Agreement shall be true and correct on and as of the Closing Date as if again
      made by them on and as of such date. 

    


    Section
      6.2 Agreements
      and Covenants.
      Green
      and Green Shareholders shall have performed and complied in all material
      respects to all agreements and covenants required by this Agreement to be
      performed or complied with by it on or prior to the Closing Date. 

    


    Section
      6.3 Consents
      and Approvals.
      All
      consents, waivers, authorizations and approvals of any governmental or
      regulatory authority, domestic or foreign, and of any other person, firm or
      corporation, required in connection with the execution, delivery and performance
      of this Agreement, shall have been duly obtained and shall be in full force
      and
      effect on the Closing Date. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    Section
      6.4 No
      Violation of Orders.
      No
      preliminary or permanent injunction or other order issued by any court or other
      governmental or regulatory authority, domestic or foreign, nor any statute,
      rule, regulation, decree or executive order promulgated or enacted by any
      government or governmental or regulatory authority, domestic or foreign, that
      declares this Agreement invalid or unenforceable in any respect or which
      prevents the consummation of the transactions contemplated hereby, or which
      materially and adversely affects the assets, properties, operations, prospects,
      net income or financial condition of Green or Techteam, taken as a whole, shall
      be in effect; and no action or proceeding before any court or government or
      regulatory authority, domestic or foreign, shall have been instituted or
      threatened by any government or governmental or regulatory authority, domestic
      or foreign, or by any other person, or entity which seeks to prevent or delay
      the consummation of the transactions contemplated by this Agreement or which
      challenges the validity or enforceability of this Agreement.

    


    Section
      6.5. Other
      Closing Documents.
      Discovery shall have received such other certificates, instruments and documents
      in confirmation of the representations and warranties of Green or in furtherance
      of the transactions contemplated by this Agreement as Discovery or its counsel
      may reasonably request.


    


    ARTICLE
      VII

    


    TERMINATION
      AND ABANDONMENT

    


    SECTION
      7.1 Methods
      of Termination.
      This
      Agreement may be terminated and the transactions contemplated hereby may be
      abandoned at any time before the Closing:

    


    a. By
      the
      mutual written consent of Green, Green Shareholders, and Discovery;

    


    b.  By
      Discovery, upon a material breach of any representation, warranty, covenant
      or
      agreement on the part of Green or Green Shareholders set forth in this
      Agreement, or if any representation or warranty of Green or the Green
      Shareholders shall become untrue, in either case such that any of the conditions
      set forth in Article VI hereof would not be satisfied (a "Green
      Breach"),
      and
      such breach shall, if capable of cure, has not been cured within ten (10) days
      after receipt by the party in breach of a notice from the non-breaching party
      setting forth in detail the nature of such breach;

    


    c.  By
      Green,
      upon a material breach of any representation, warranty, covenant or agreement
      on
      the part of Discovery set forth in this Agreement, or, if any representation
      or
      warranty of Discovery shall become untrue, in either case such that any of
      the
      conditions set forth in Article V hereof would not be satisfied (a "Discovery
      Breach"),
      and
      such breach shall, if capable of cure, not have been cured within ten (10)
      days
      after receipt by the party in breach of a written notice from the non-breaching
      party setting forth in detail the nature of such breach.;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    d.  By
      either
      Discovery or Green, if the Closing shall not have consummated before ninety
      (90)
      days after the date hereof; provided, however, that this Agreement may be
      extended by written notice of either Green or Discovery, if the Closing shall
      not have been consummated as a result of Discovery or Green having failed to
      receive all required regulatory approvals or consents with respect to this
      transaction or as the result of the entering of an order as described in this
      Agreement; and further provided, however, that the right to terminate this
      Agreement under this Section 7.1(d) shall not be available to any party whose
      failure to fulfill any obligations under this Agreement has been the cause
      of,
      or resulted in, the failure of the Closing to occur on or before this
      date.

    


    e.  By
      either
      Green or Discovery if a court of competent jurisdiction or governmental,
      regulatory or administrative agency or commission shall have issued an order,
      decree or ruling or taken any other action (which order, decree or ruling the
      parties hereto shall use its best efforts to lift), which permanently restrains,
      enjoins or otherwise prohibits the transactions contemplated by this
      Agreement.

    


    Section
      7.2 Procedure
      Upon Termination.
      In the
      event of termination and abandonment of this Agreement by Green or Discovery
      pursuant to Section 7.1, written notice thereof shall forthwith be given to
      the
      other parties and this Agreement shall terminate and the transactions
      contemplated hereby shall be abandoned, without further action. If this
      Agreement is terminated as provided herein, no party to this Agreement shall
      have any liability or further obligation to any other party to this Agreement;
      provided, however, that no termination of this Agreement pursuant to this
      Article VII shall relieve any party of liability for a breach of any provision
      of this Agreement occurring before such termination.

     

    ARTICLE
      VIII

    


    POST-CLOSING
      AGREEMENTS

    


    Section
      8.1 Consistency
      in Reporting.
      Each
      party hereto agrees that if the characterization of any transaction contemplated
      in this agreement or any ancillary or collateral transaction is challenged,
      each
      party hereto will testify, affirm and ratify that the characterization
      contemplated in such agreement was the characterization intended by the party;
      provided, however, that nothing herein shall be construed as giving rise to
      any
      obligation if the reporting position is determined to be incorrect by final
      decision of a court of competent jurisdiction. 

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      IX

    


    MISCELLANEOUS
      PROVISIONS

    


    Section
      9.1 Survival
      of Provisions.
      The
      respective representations, warranties, covenants and agreements of each of
      the
      parties to this Agreement (except covenants and agreements which are expressly
      required to be performed and are performed in full on or before the Closing
      Date) shall survive the Closing Date and the consummation of the transactions
      contemplated by this Agreement, subject to Sections 2.14, 3.9 and 9.1. In the
      event of a breach of any of such representations, warranties or covenants,
      the
      party to whom such representations, warranties or covenants have been made
      shall
      have all rights and remedies for such breach available to it under the
      provisions of this Agreement or otherwise, whether at law or in equity,
      regardless of any disclosure to, or investigation made by or on behalf of such
      party on or before the Closing Date. 

    


    Section
      9.2 Publicity.
      No
      party shall cause the publication of any press release or other announcement
      with respect to this Agreement or the transactions contemplated hereby without
      the consent of the other parties, unless a press release or announcement is
      required by law. If any such announcement or other disclosure is required by
      law, the disclosing party agrees to give the non-disclosing parties prior notice
      and an opportunity to comment on the proposed disclosure.

    


    Section
      9.3 Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective successors and assigns; provided, however, that no party
      shall assign or delegate any of the obligations created under this Agreement
      without the prior written consent of the other parties. 

    


    Section
      9.4 Fees
      and Expenses.
      Except
      as otherwise expressly provided in this Agreement, all legal and other fees,
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      fees,
      costs or expenses. 

    


    Section
      9.5 Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed to have been given or made if in writing and
      delivered personally or sent by registered or certified mail (postage prepaid,
      return receipt requested) to the parties at the following addresses:


    


    If
      to
      Green or the Green Shareholders, to:

    


    Green
      Agriculture Holding Corporation.

    45
      Old
      Millstone Drive, Unit 6,

    East
      Windsor, NJ 08520

    Attn:
      Mr.
      Yinshing David To

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    with
      a
      copy to:

    


    Guzov
      Ofsink, LLC

    600
      Madison Avenue, 14th
      Floor

    New
      York,
      New York 10022

    Attn:
      Darren Ofsink, Esq.

    Fax:
      212-688-7273

    


    If
      to
      Discovery, to:

    


    45
      Old
      Millstone Drive, Unit 6,

    East
      Windsor, NJ 08520

    Attn:
       
      Mr.
      Yinshing David To

    


    or
      to
      such other persons or at such other addresses as shall be furnished by any
      party
      by like notice to the others, and such notice or communication shall be deemed
      to have been given or made as of the date so delivered or mailed. No change
      in
      any of such addresses shall be effective insofar as notices under this Section
      9.5 are concerned unless such changed address is located in the United States
      of
      America and notice of such change shall have been given to such other party
      hereto as provided in this Section 9.5

    


    Section
      9.6 Entire
      Agreement.
      This
      Agreement, together with the exhibits hereto, represents the entire agreement
      and understanding of the parties with reference to the transactions set forth
      herein and no representations or warranties have been made in connection with
      this Agreement other than those expressly set forth herein or in the exhibits,
      certificates and other documents delivered in accordance herewith. This
      Agreement supersedes all prior negotiations, discussions, correspondence,
      communications, understandings and agreements between the parties relating
      to
      the subject matter of this Agreement and all prior drafts of this Agreement,
      all
      of which are merged into this Agreement. No prior drafts of this Agreement
      and
      no words or phrases from any such prior drafts shall be admissible into evidence
      in any action or suit involving this Agreement.

    


    Section
      9.7 Severability.
      This
      Agreement shall be deemed severable, and the invalidity or unenforceability
      of
      any term or provision hereof shall not affect the validity or enforceability
      of
      this Agreement or of any other term or provision hereof. Furthermore, in lieu
      of
      any such invalid or unenforceable term or provision, the parties hereto intend
      that there shall be added as a part of this Agreement a provision as similar
      in
      terms to such invalid or unenforceable provision as may be possible so as to
      be
      valid and enforceable.

    


    Section
      9.8 Titles
      and Headings.
      The
      Article and Section headings contained in this Agreement are solely for
      convenience of reference and shall not affect the meaning or interpretation
      of
      this Agreement or of any term or provision hereof.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    Section
      9.9 Counterparts. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall be considered one and the
      same agreement.

    


    Section
      9.10 Convenience
      of Forum; Consent to Jurisdiction.
      The
      parties to this Agreement, acting for themselves and for their respective
      successors and assigns, without regard to domicile, citizenship or residence,
      hereby expressly and irrevocably elect as the sole judicial forum for the
      adjudication of any matters arising under or in connection with this Agreement,
      and consent and subject themselves to the jurisdiction of, the courts of the
      State of New York located in County of New York, and/or the United States
      District Court for the Southern District of New York, in respect of any matter
      arising under this Agreement. Service of process, notices and demands of such
      courts may be made upon any party to this Agreement by personal service at
      any
      place where it may be found or giving notice to such party as provided in
      Section 9.5.

    


    Section
      9.11 Enforcement
      of the Agreement.
      The
      parties hereto agree that irreparable damage would occur if any of the
      provisions of this Agreement were not performed in accordance with their
      specific terms or were otherwise breached. It is accordingly agreed that the
      parties shall be entitled to an injunction or injunctions to prevent breaches
      of
      this Agreement and to enforce specifically the terms and provisions hereto,
      this
      being in addition to any other remedy to which they are entitled at law or
      in
      equity.

    


    Section
      9.12 Governing
      Law.
      This
      Agreement shall be governed by and interpreted and enforced in accordance with
      the laws of the State of New York without giving effect to the choice of law
      provisions thereof.

    


    Section
      9.13 Amendments
      and Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by all of the parties hereto. No waiver by any
      party of any default, misrepresentation, or breach of warranty or covenant
      hereunder, whether intentional or not, shall be deemed to extend to any prior
      or
      subsequent default, misrepresentation, or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

     

    Green
      Agriculture Holding Corporation

    


    By:
       /s/
      Yinshing David To  

    
      

    

    Yinshing
      David To

    


    Title:
      Director

     

    Discovery
      Technologies, Inc.    

    


    By: /s/ Tao
      Li

    
      
Tao
      Li

    


    Title: Chairman,
      

    Chief
      Executive Officer 

    and
      President

     

    


    GREEN
      SHAREHOLDERS:

     

    /s/ Yinshing
      David To 

    
      
Yinshing
      David To

    


    


    /s/
      Paul
      Hickey

    
      
 Paul
      Hickey

    


    


    /s/
      Greg
      Freihofner

    
      

    

    Greg
      Freihofner

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    
      	
              Name
                of Green Shareholders

            	 	
              Number
                of Green Shares 

              Being
                Exchanged

            	
               

            	
              Number
                o Discovery 

              Shares
                to be Received

            	 
	
              Yinshing
                David To

            	 	 	
              95.09

            	 	 	
              10,241,893

            	 
	
              Paul
                Hickey

            	 	 	
              2.45

            	 	 	
              264,388

            	 
	
              Greg
                Freihofner

            	 	 	
              2.45

            	 	 	
              264,388

            	 
	
              Total

            	 	 	
              100

            	 	 	
              10,770,668

            	 


    

    


    
      
        
        

      

      
        22