SERIES
      B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

    


    BY
      AND AMONG 

    


    ENTECH
      ENVIRONMENTAL TECHNOLOGIES, INC.,

     

    BARRON
      PARTNERS LP

    


    AND

    


    EOS
      HOLDINGS, LLC

     

    DATED

    


    FEBRUARY
      25, 2008

     

    SERIES
      B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

     

    This
      SECURITIES PURCHASE AGREEMENT (the “Agreement”)
      is
      made and entered into as of the 25th day of February, 2008 between Entech
      Environmental Technologies, Inc.,
      a
      Florida
      corporation (the “Company”),
      and
      each of the parties signatory hereto (each an “Investor”,
      and
      collectively, the “Investors”).

     

    RECITALS

     

    WHEREAS,
      the
      Investors wish to purchase from the Company, upon the terms and subject to
      the
      conditions of this Agreement, for the Purchase Price, as hereinafter defined,
      an
      aggregate of (i) 2,833,333
      shares
      of
      the Company’s Series B Convertible Preferred Stock, par value $0.001 per share
      (“Series
      B Preferred Stock”),
      with
      each share of Series B Preferred Stock being initially convertible into one
      (1)
      share of the Company’s common stock, par value $0.001 per share (“Common
      Stock”),
      subject to adjustment, and (ii) common stock purchase warrants to purchase
      Seven
      Million (7,000,000)
      shares
      of Common Stock at Three Dollar ($3.00) per share (collectively, the
“Warrants”).
      

     

    WHEREAS,
      the
      Investors are purchasing Securities in the amounts set forth in Schedule A
      of
      this Agreement;

    


    WHEREAS,
      the
      parties intend to memorialize the terms on which the Company will sell to the
      Investors and the Investors will purchase the Securities;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and premises contained herein, and for
      other good and valuable consideration, the receipt and adequacy of which are
      hereby conclusively acknowledged, the parties hereto, intending to be legally
      bound, agree as follows:

    


    Article
      1

     

    INCORPORATION
      BY REFERENCE AND DEFINITIONS

     

    1.1 Incorporation
      by Reference.
      The
      foregoing recitals and the exhibits and schedules attached hereto and referred
      to herein, are hereby acknowledged to be true and accurate, and are incorporated
      herein by this reference.

     

    1.2 Supersedes
      Other Agreements.
      This
      Agreement, to the extent that it is inconsistent with any other instrument
      or
      understanding among the parties, shall supersede such instrument or
      understanding to the fullest extent permitted by law. A copy of this Agreement
      shall be filed at the Company’s principal office.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.3 Certain
      Definitions.
      For
      purposes of this Agreement, the following capitalized terms shall have the
      following meanings (all capitalized terms used in this Agreement that are not
      defined in this Article 1 shall have the meanings set forth elsewhere in this
      Agreement):

     

    1.3.1 “4.9%
      Limitation”
has
      the
      meaning set forth in Section 2.1.2 of this Agreement.

     

    1.3.2 “1933
      Act”
      means the Securities Act of 1933, as amended.

     

    1.3.3 “1934
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    1.3.4 “Affiliate”
means
      a
      Person or Persons directly or indirectly, through one or more intermediaries,
      controlling, controlled by or under common control with the Person(s) in
      question. The term “control,” as used in the immediately preceding sentence,
      means, with respect to a Person that is a corporation, the right to exercise,
      directly or indirectly, more than 50% of the voting rights attributable to
      the
      shares of such controlled corporation and, with respect to a Person that is
      not
      a corporation, the possession, directly or indirectly, of the power to direct
      or
      cause the direction of the management or policies of such controlled
      Person.

     

    1.3.5 “Articles”
means
      the Articles of Incorporation of the Company, as the same may be amended from
      time to time.

     

    1.3.6 “Authorized
      Stock Proviso”
has
      the
      meaning set forth in Section 4.4.3 of this Agreement. 

     

    1.3.7 “Board
      of Directors”
means
      the Board of Directors of the Company

     

    1.3.8 “Bylaws”
means
      the Bylaws of the Company, as the same may be amended from time to
      time.

     

    1.3.9 “Certificate
      of Designation”
means
      the Certificate of Designations, Preferences and Rights, with respect to the
      Series B Preferred Stock. The Certificate of Designation shall be in
      substantially the form of Exhibit A to this Agreement.

     

    1.3.10 “Closing” means
      the
      consummation of the transactions contemplated by this Agreement, all of which
      transactions shall be consummated simultaneously.

     

    1.3.11 “Closing
      Date”
shall
      have the meaning set forth in Section 3.1 of this Agreement.

     

    1.3.12 “Closing
      Escrow Agreement”
shall
      mean the agreement between the Company, the Investors and the Escrow Agent
      pursuant to which securities are deposited into escrow to be held as provided
      in
      Section 6 of this Agreement. The Closing Escrow Agreement shall be in
      substantially the form of Exhibit
      B
      to this
      Agreement. 

     

    1.3.13 “Common
      Stock”
means
      the Company’s common stock, which is presently designated as the common stock,
      par value $0.001 per share. 

     

    1.3.14 “Company’s
      Governing Documents”
means
      the Articles and Bylaws.

     

    1.3.15 “Escrow
      Agent”
means
      Tri-State Tile and Escrow, LLC, a Virginia limited liability company.


     

    1.3.16 “Escrow
      Agreement”
means
      the Escrow Agreement dated February 7, 2008, among the Company, the Investors
      and the Escrow Agent. The Escrow Agreement shall be in substantially the form
      of
Exhibit
      C
      to this
      Agreement. 

     

    1.3.17 “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers,
      directors and consultants (other than consultants whose services relate to
      the
      raising of funds) of the Company pursuant to any stock or option plan that
      was
      or may be adopted by (i) a majority of independent members of the Board of
      Directors or (ii) a majority of the members of a committee of independent
      directors established for compensatory purposes, (b) securities upon the
      exercise or conversion of any securities issued hereunder or pursuant to other
      Transaction Documents, the Series B Preferred Stock, the Warrants and the
      Certificate of Designation and (c), (d) securities issued pursuant to
      acquisitions, licensing agreements, or other strategic transactions provided,
      with respect to clause (e), any such issuance shall only be to a Person which
      is, itself or through its subsidiaries, an operating company in a business
      which
      the Board of Directors believes is beneficial to the Company and in which the
      Company receives benefits in addition to the investment of funds, but shall
      not
      include a transaction in which the Company is issuing securities primarily
      for
      the purpose of raising capital or to an entity whose primary business is
      investing in securities. 

     

    1.3.18 “Florida
      Law”
shall
      mean the Florida Business Corporation Act, as amended from time to
      time.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.3.19 “Fully
      Diluted Shares Outstanding”
      means all
      shares of Common Stock issuable upon conversion of convertible securities and
      upon exercise of warrants and options (whether or not vested) regardless of
      whether (i) such shares are treated as outstanding for determining diluted
      earnings per share under GAAP, (ii) such securities are “in the money,” or (iii)
      such shares may be issued as a result of the 4.9% Limitation. 

     

    1.3.20 “GAAP”
means
      United States generally accepted accounting principles consistently
      applied.

     

    1.3.21
      “Make
      Good Escrow Stock”
means
      2,000,000 shares of Series B Preferred Stock. 

     

    1.3.22
      “Material
      Adverse Effect”
means
      any adverse effect on the business, operations, properties or financial
      condition of the Company or any of its Subsidiaries that is material and adverse
      to the Company and its Subsidiaries taken as a whole and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company or any Subsidiary to perform any of its material
      obligations under this Agreement, the Registration Rights Agreement or the
      Warrants or to perform its obligations under any other material agreement.
      

     

    1.3.23 “Person”
means
      an individual, partnership, firm, limited liability company, trust, joint
      venture, association, corporation, or any other legal entity.

     

    1.3.24 “Preferred
      Stock”
means
      the Company’s authorized preferred stock, par value $0.001 per share.


     

    1.3.25 “Pre-Tax
      Income”
      means,
      with respect to any complete fiscal year, income before income taxes determined
      in accordance with GAAP plus (a) any cash or non-cash charges relating to the
      transaction contemplated by the Transaction Documents (including, without
      limitation, any charges for derivative instruments), minus (b) the amount,
      if
      any, by which all non-recurring losses or expenses exceed all non-recurring
      items of income or gain.
      Pre-Tax
      Income shall not be adjusted if all non-recurring items of income or gain exceed
      all non-recurring losses or expenses. Items shall be deemed to be non-recurring
      only if they qualify as non-recurring pursuant to GAAP.
      

     

    1.3.26 “Pre-Tax
      Income Per Share”
      means
      with respect to a particular fiscal year, the Pre-Tax Income for such fiscal
      year divided by the Fully Diluted Shares Outstanding at the end of such fiscal
      year.

     

    1.3.27 “Purchase
      Price”
means
      the three million and four hundred thousand dollars ($3,400,000) to be paid
      by
      the Investors to the Company for the Securities.

     

    1.3.28 “Registration
      Rights Agreement”
means
      the registration rights agreement by and among the Investors and the Company
      in
      substantially the form of Exhibit
      D
      to this
      Agreement.

     

    1.3.29 “Registration
      Statement”
means
      the registration statement under the 1933 Act to be filed with the SEC for
      the
      registration of the Shares pursuant to the Registration Rights
      Agreement.

     

    1.3.30 “Required
      Pre-Tax Income Per Share”
      means
      with respect to a particular fiscal year, the applicable Target Number (as
      defined in Section 6.16) for such fiscal year divided by the Fully Diluted
      Shares Outstanding at the end of such fiscal year.

     

    1.3.31 “Restricted
      Stockholders”
shall
      have the meaning set forth in Section 6.17 of this Agreement.

     

    1.3.32 “Restriction
      Termination Date”
shall
      mean the date on which the Investors shall have (a) converted or sold all shares
      of Series B Preferred Stock and exercised or sold all Warrants (other than
      Warrants that shall have expired unexercised) and (b) sold the underlying Shares
      (other than the shares issuable upon exercise of the Warrants that shall have
      expired unexercised) in the public market. 

     

    1.3.33 “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended or interpreted from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      purpose and effect as such Rule.

     

    1.3.34 “Securities”
means
      the shares of Series B Preferred Stock, the Warrants and the
      Shares.

     

    1.3.35 “SEC”
means
      the Securities and Exchange Commission.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.3.36 “SEC
      Documents”
means,
      at any given time, the Company’s latest Form 10-K or Form 10-KSB, all Forms 10-Q
      or 10-QSB, 8-K and all proxy statements or information statements filed between
      the date the most recent Form 10-K or Form 10-KSB was filed and the date as
      to
      which a determination is being made.

     

    1.3.37 “Series
      B Preferred Stock”
means
      the shares of Series B Preferred Stock having the rights, preferences and
      privileges and subject to the limitations set forth in the Certificate of
      Designation.

     

    1.3.38 “Shares”
means,
      collectively, the shares of Common Stock issued or issuable (i) upon conversion
      of the Series B Preferred Stock and (ii) upon exercise of the
      Warrants.

     

    1.3.39 “Share
      Exchange Agreement”
means
      the share exchange agreement dated February ___, 2008 by and among the Company,
      Terrence Leong, and the shareholders of Pacific Industry Holding Group Co.,
      Ltd.. 

     

    1.3.40 “Subsidiary”
means
      an entity in which the Company and/or one or more other Subsidiaries directly
      or
      indirectly own either 50% of the voting rights or 50% of the equity
      interests.

     

    1.3.41 “Subsequent
      Financing”
means
      any offer and sale of shares of Preferred Stock or debt that is initially
      convertible into shares of Common Stock or otherwise senior or superior to
      the
      Series B Preferred Stock.

     

    1.3.42 “Target
      Number”
with
      respect to any fiscal year, has the meaning set forth in Section 6.16 of this
      Agreement.

     

    1.3.43 “Total
      Shares”
means
      the number of shares of Common Stock issuable upon conversion of the Series
      B
      Preferred Stock and exercise of the Warrants, as adjusted from time to time
      in
      accordance with the Certificate of Designation and the terms of the Warrants.
      

     

    1.3.44 “Transaction
      Documents”
means
      this Agreement, all schedules and exhibits attached hereto, the Share Exchange
      Agreement, the Certificate of Designation, the Warrants, the Registration Rights
      Agreement, the Closing Escrow Agreement, the Escrow Agreement and all other
      documents and instruments to be executed and delivered by the parties in order
      to consummate the transactions contemplated hereby.

     

    1.3.45 “Warrants”
      means the common stock purchase warrants in substantially the form of
Exhibits
      E-1 to
      this Agreement.

     

    1.4 All
      references in this Agreement to “herein” or words of like effect, when referring
      to preamble, recitals, article and section numbers, schedules and exhibits
      shall
      refer to this Agreement unless otherwise stated.

     

    Article
      2

    


    SALE
      AND PURCHASE OF SECURITIES; PURCHASE PRICE

     

    2.1 Sale
      of Securities. 

     

    2.1.1 Upon
      the
      terms and subject to the conditions set forth herein, and in accordance with
      applicable law, the Company agrees to sell to the Investors, and each Investor
      agrees to purchase from the Company, on the Closing Date, the number of
      Securities and for the Purchase Price set forth after such Investor’s name on
Schedule
      A
      attached
      hereto. At or prior to the Closing each Investor shall wire the portion of
      the
      Purchase Price set forth opposite such Investor’s name on Schedule A to the
      Escrow Agent, who shall release the Purchase Price to the Company upon receipt
      of instructions from the Investors and the Company as provided in the Escrow
      Agreement. The Company shall cause the Securities to be issued to the Investors
      upon the release of the Purchase Price to the Company by the Escrow Agent
      pursuant to the terms of the Escrow Agreement.

     

    2.1.2 Except
      as
      expressly provided in the Certificate of Designation,
      the
      Investors shall not be entitled to convert the Series B Preferred
      Stock
      into shares of Common Stock or to exercise the Warrants to the extent that
      such
      conversion or exercise would result in beneficial ownership by the Investors
      and
      their respective Affiliates of more than 4.9% of the then outstanding number
      of
      shares of Common Stock on such date after giving effect to such conversion
      or
      exercise. For the purposes of this Agreement, beneficial ownership shall be
      determined in accordance with Section 13(d) of the 1934 Act, and Regulation
      13d-3 thereunder. The limitation set forth in this Section 2.1.2 is referred
      to
      as the “4.9%
      Limitation.”

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Article
      3

     

    CLOSING
      DATE AND DELIVERIES AT CLOSING

     

    3.1 Closing
      Date.
      The
      Closing of the transactions contemplated by this Agreement, unless expressly
      determined herein, shall be held at the offices of Guzov Ofsink, LLC, 600
      Madison Avenue, New York, New York 10022, at 2:00 P.M. local time, on __________
      or on such other date and at such other place as may be mutually agreed by
      the
      parties, including closing by facsimile with originals to follow (the
“Closing
      Date”).
      

     

    3.2 Deliveries
      by the Company.
      In
      addition to and without limiting any other provision of this Agreement, the
      Company agrees to deliver, or cause to be delivered, to the Escrow Agent under
      the Closing Escrow Agreement, the following: 

     

    (a) At
      or
      prior to Closing, an executed Agreement with all exhibits and schedules attached
      hereto;

     

    (b) At
      the
      Closing, shares of Series B Preferred Stock and Warrants in the name of the
      Investors in the numbers set forth in Schedule A to this Agreement;

     

    (c) The
      executed Registration Rights Agreement;

     

    (d) The
      executed Escrow Agreement and Closing Escrow Agreement;

     

    (e) Copies
      of all SEC correspondence, if any, since the last Form 10-KSB and any
      correspondence which was issued prior to the last Form 10-KSB, if any, which
      has
      not been resolved to the satisfaction of the SEC;

     

    (f) Schedule
      of all amounts owed (cash and stock) to officers, consultants and key employees
      (salary, bonuses, etc.);

     

    (g) Certifications
      in form and substance acceptable to the Company and the Investors from any
      and
      all brokers or agents involved in the transactions contemplated hereby as to
      the
      amount of commission or compensation payable to such broker or agent as a result
      of the consummation of the transactions contemplated hereby and from the Company
      or Investors, as appropriate, to the effect that reasonable reserves for any
      other commissions or compensation that may be claimed by any broker or agent
      have been set aside

     

    (h) Copies
      of
      management letters from the Company’s registered independent accounting firm
      issued in connection with the Company’s most recent audit; 

     

    (i) Evidence
      of approval by the Board of Directors of this Agreement and other Transaction
      Documents and the transactions contemplated hereby and thereby;

     

    (j) Agreements
      from the Restricted Stockholders pursuant to Section 6.17 of this
      Agreement;

     

    (k) Good
      standing certificate from the Secretary of State of the State of
      Florida;

     

    (l) Copy
      of
      the Company’s Articles and the Certificate of Designation, as currently in
      effect, certified by the Secretary of State of the State of
      Florida;

     

    (m) An
      opinion from the Company’s legal counsel, Guzov Ofsink, LLC, concerning this
      Agreement and other Transaction Documents and the transactions contemplated
      hereby and thereby in form and substance reasonably acceptable to the
      Investors;

     

    (n) Executed
      disbursement instructions pursuant to the Escrow Agreement, which shall provide
      that the Escrow Agent continue to hold $100,000 to pay the Company’s anticipated
      obligations to its investor relations company; 

     

    (o) Copies
      of
      (i) all executive employment agreements which have not been disclosed in the
      Company’s Form 10-KSB for the year ended December 31, 2006, (ii) all past and
      present financing documents or other documents where stock could potentially
      be
      issued or issued as payment, (iii) all past and present material litigation
      documents which have not been disclosed in the Company’s Form 10-KSB for the
      year ended December 31, 2006; and

     

    (p) Such
      other documents or certificates as shall be reasonably requested by the
      Investors or their counsel.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3.3 Deliveries
      by the Investors.
      In
      addition to and without limiting any other provision of this Agreement, the
      Investors agree to deliver, or cause to be delivered, to the Escrow Agent under
      the Closing Escrow Agreement, the following: 

     

    (a) The
      Purchase Price;

     

    (b) The
      executed Agreement with all exhibits and schedules attached hereto;

     

    (c) The
      executed Registration Rights Agreement; 

     

    (d) The
      executed Escrow Agreement and the Closing Escrow Agreement;

     

    (e) The
      executed disbursement instructions pursuant to the Escrow Agreement;
      and

     

    (f) Such
      other documents or certificates as shall be reasonably requested by the Company
      or its counsel.

     

    3.4 Delivery
      of Original Documents.
      In the
      event any document provided to the other party in Paragraphs 3.2 and 3.3 herein
      is provided by facsimile, the party shall forward an original document to the
      other party within seven (7) business days.

     

    3.5 Further
      Assurances.
      The
      Company and the Investors shall, upon request, on or after the Closing Date,
      cooperate with one other by furnishing any additional information, executing
      and
      delivering any additional documents and/or other instruments and doing any
      and
      all such things as may be reasonably required by the parties or their counsel
      to
      consummate or otherwise implement the transactions contemplated by this
      Agreement. 

     

    3.6 Waiver.
      The
      Investors may waive any of the requirements of Section 3.2 of this Agreement,
      and the Company may waive any of the provisions of Section 3.3 of this
      Agreement. The Investors may also waive any of the requirements of the Company
      under the
      Escrow Agreement and the Closing Escrow Agreement.

     

    Article
      4

     

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY 

     

    The
      Company represents and warrants to the Investors as of the date hereof and
      as of
      Closing Date (which warranties and representations shall survive the Closing
      regardless of any examinations, inspections, audits and other investigations
      the
      Investors have heretofore made or may hereinafter make with respect to such
      warranties and representations) as set forth below. The Investors are entering
      into this Agreement in reliance on the representations and warranties set forth
      in this Agreement and no reliance is being placed on oral representations,
      if
      any, that may have been made prior to the execution and delivery of this
      Agreement.

     

    4.1 Organization
      and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Florida, and has the requisite corporate power
      and authority to own, lease and operate its properties and to carry on its
      business as it is now being conducted and is duly qualified to do business
      in
      any other jurisdiction where the nature of the businesses conducted by it or
      the
      ownership or leasing of its properties requires such qualification, except
      where
      the failure to be so qualified will not have a Material Adverse Effect on the
      business, operations, properties, assets, financial condition or results of
      operation of the Company and its Subsidiaries taken as a whole. 

     

    4.2 Company’s
      Governing Documents.
      Complete and correct copies of the Company’s Governing Documents (a) have been
      provided to the Investors and (b) have been filed with the SEC in accordance
      with the regulations of the SEC and (c) will be in full force and effect on
      the
      Closing Date.

     

    4.3 Capitalization.

     

    4.3.1 The
      authorized and outstanding capital stock of the Company as of the date of this
      Agreement and as adjusted to reflect the issuance and sale of the Securities
      pursuant to this Agreement and the other Transaction Documents is set forth
      in
Schedule
      4.3.l
      to this
      Agreement. Schedule
      4.3.1
      also
      lists all shares issuable pursuant to employment, consulting and other services
      agreements, acquisition agreements, options and equity-based incentive plans,
      debt securities, convertible securities, warrants, financing or business
      relationships as well as each agreement, plan, arrangement or understanding
      pursuant to which any shares of any class of capital stock may be issued (except
      as previously disclosed in the Company’s filings with the SEC and except for
      shares issuable hereunder or under the other Transaction Documents), a copy
      of
      each of which has been provided to the Investors. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.3.2 All
      shares of capital stock to be issued pursuant to this Agreement have been duly
      authorized and when issued, will be validly issued, fully paid and
      non-assessable and free of preemptive rights. 

     

    4.3.3 Except
      pursuant to this Agreement, the other Transaction Documents and as set forth
      in
Schedule
      4.3.1 or
      as
      previously disclosed in the Company’s filings with the SEC, as of the date
      hereof, there are no outstanding options, warrants, rights to subscribe for,
      calls or commitments of any character whatsoever relating to, or securities
      or
      rights convertible into or exchangeable for, shares of any class of capital
      stock of the Company, or agreements, understandings or arrangements to which
      the
      Company is a party, or by which the Company is or may be bound, to issue
      additional shares of its capital stock or options, warrants, scrip or rights
      to
      subscribe for, calls or commitment of any character whatsoever relating to,
      or
      securities or rights convertible into or exchangeable for, any shares of any
      class of its capital stock. The Company agrees to inform the Investors in
      writing of any additional warrants or other awards granted prior to the Closing
      Date.

     

    4.4
      Authority.

     

    4.4.1 The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, the Securities, the Registration Rights Agreement, the Escrow
      Agreement and any other Transaction Documents to which the Company is a party,
      to perform its obligations hereunder and thereunder and to consummate the
      transactions contemplated hereby and thereby. The execution and delivery of
      this
      Agreement, the Securities, the Registration Rights Agreement, the Escrow
      Agreement and any other Transaction Documents to which the Company is a party,
      have been duly authorized by all necessary corporate action and no other
      corporate proceedings on the part of the Company is necessary to authorize
      this
      Agreement or any other Transaction Document or to consummate the transactions
      contemplated hereby and thereby except as disclosed in this Agreement. This
      Agreement has been duly executed and delivered by the Company and constitutes
      the legal, valid and binding obligation of the Company, enforceable against
      the
      Company in accordance with its terms, except as enforceability may be limited
      by
      bankruptcy, insolvency and other laws of general application affecting the
      enforcement of creditors’ rights and except that any granting of equitable
      relief is in the discretion of the court.

     

    4.4.2 The
      Securities, when issued pursuant to this Agreement, constitute the legal, valid,
      and binding obligations of the Company enforceable against the Company in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency and other laws of general application affecting the
      enforcement of creditors’ rights and except that any granting of equitable
      relief is in the discretion of the court. The Certificate of Designation has
      been approved by the Board of Directors. Upon the filing of the Certificate
      of
      Designation, the Series B Preferred Stock, when issued, will be duly and validly
      authorized and issued, fully paid and non-assessable. The Warrants constitute
      the valid and binding obligations of the Company, enforceable against the
      Company in accordance with their terms, except as enforceability may be limited
      by bankruptcy, insolvency and other laws of general application affecting the
      enforcement of creditors’ rights and except that any granting of equitable
      relief is in the discretion of the court. All the Securities, when so issued,
      will be free and clear of all liens, charges, claims, options, pledges,
      restrictions, preemptive rights, rights of first refusal and encumbrances
      whatsoever (other than those, if any, incurred by the Investors). 

     

    4.4.3 Notwithstanding
      any contrary representations and warranties, no representation is made with
      respect to the ability of any Investor to convert the Series B Preferred Stock
      or exercise any Warrant if and to the extent that the conversion price of the
      Series B Preferred Stock, as defined in the Certificate of Designation, or
      the
      number of shares of Common Stock issuable upon exercise of the Warrants would
      result in the issuance of a number of shares of Common Stock which is greater
      than the amount by which the authorized shares of Common Stock exceeds the
      sum
      of the outstanding Common Stock and the shares of Common Stock reserved for
      issuance pursuant to outstanding agreements and outstanding options, warrants,
      rights, convertible securities and other securities upon the exercise or
      conversion of which (or pursuant to the terms of which) additional shares of
      Common Stock may be issuable (the foregoing proviso being referred to as the
      “Authorized
      Stock Proviso”).

     

    4.5
      No
      Conflict; Required Filings and Consents.
      Neither
      the issuance of the Securities, nor the execution and delivery of this Agreement
      and other Transaction Documents by the Company and the performance by the
      Company of its obligations hereunder and thereunder will: (i) conflict with
      or
      violate the Company’s or any Subsidiary’s Governing Instruments; (ii) conflict
      with, breach or violate any federal, state, foreign or local law, statute,
      ordinance, rule, regulation, order, judgment or decree (collectively,
“Laws”)
      in
      effect as of the date of this Agreement and applicable to the Company or any
      Subsidiary; or (iii) result in any breach of, constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, give
      to
      any other entity any right of termination, amendment, acceleration or
      cancellation of, require payment under, or result in the creation of a lien
      or
      encumbrance on any of the properties or assets of the Company or any Subsidiary
      pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
      license, permit, franchise or other instrument or obligation to which the
      Company or any Subsidiary is a party or by which the Company or any Subsidiary
      or any of their respective properties or assets is bound, other than (with
      respect to clauses (i), (ii) and (iii) above) such violations, conflicts,
      breaches, defaults, terminations, accelerations or creations of liens that
      would
      not, in the aggregate, have a Material Adverse Effect and except to the extent
      that stockholder approval may be required as a result of the Authorized Stock
      Proviso, in which event, the Company will seek stockholder approval to effect
      an
      increase in the authorized Common Stock sufficient to enable the Company to
      be
      in compliance with this Section 4.5.

     

    4.6
      Report
      and Financial Statements.
      Set
      forth in Schedule 4.4 attached hereto is Shaanxi Tianren’s audited
      consolidated financial statements, certified by Child, Van Wagoner &
Bradshaw, PLLC (the “Auditor”),
      Shaanxi Tianren’s independent registered accounting firm. Each of the
      consolidated balance sheets contained in Schedule 4.4 fairly presents the
      financial position of the Company, as of its date, and each of the consolidated
      statements of income, stockholders’ equity and cash flows (including any related
      notes and schedules thereto) fairly presents the results of operations, cash
      flows and changes in stockholders’ equity, as the case may be, of Shaanxi
      Tianren for the periods to which they relate, in each case in accordance with
      GAAP consistently applied during the periods involved. The Auditor is
      independent as to Shaanxi Tianren in accordance with the rules and regulations
      of the SEC. The books and records of Shaanxi Tianren and its subsidiaries have
      been, and are being, maintained in all material respects in accordance
      applicable legal and accounting requirements and reflect only actual
      transactions. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.7
      Compliance
      with Applicable Laws.
      Neither
      the Company nor any Subsidiary is in violation of, or, to the knowledge of
      the
      Company is under investigation with respect to, or has been given notice or
      has
      been charged with the violation of, any Law of a governmental agency, except
      for
      violations which individually or in the aggregate do not have a Material Adverse
      Effect. 

     

    4.8
      Brokers.
      No
      broker, finder or investment banker is entitled to any brokerage, finder’s or
      other fee or commission in connection with the transactions contemplated by
      this
      Agreement based upon arrangements made by or on behalf of the
      Company.

     

    4.9
      SEC
      Documents.
      The
      Investors acknowledge that the Company is a publicly held company and has made
      available to the Investors upon request true and complete copies of any
      requested SEC Documents. The Company has registered its Common Stock pursuant
      to
      Section 12(d) of the 1934 Act, and the Common Stock is quoted and traded on
      the
      OTC Bulletin Board of the National Association of Securities Dealers, Inc.
      The
      Company has received no notice, either oral or written, with respect to the
      continued quotation or trading of the Common Stock on the OTC Bulletin Board.
      The Company has not provided to the Investors any information that, according
      to
      applicable law, rule or regulation, should have been disclosed publicly prior
      to
      the date hereof by the Company, but which has not been so disclosed. The SEC
      Documents, taken as a whole, complied in all material respects with the
      requirements of the 1934 Act, and rules and regulations of the SEC promulgated
      thereunder and the SEC Documents did not contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary in order to make the statements therein, in light of the circumstances
      under which they were made, not misleading. 

     

    4.10
      Litigation.
      To the
      knowledge of the Company, no litigation, claim, or other proceeding before
      any
      court or governmental agency is pending or to the knowledge of the Company,
      threatened against the Company, the prosecution or outcome of which may affect
      the validity of this Agreement or the right of the Company to enter into this
      Agreement or to consummate the transactions contemplated hereby.

     

    4.11
      [Intentionally
      Omitted.] 

     

    4.12
      Exemption
      from Registration.
      Subject
      to the accuracy of each Investor’s representations in Article V of this
      Agreement, except as required pursuant to the Registration Rights Agreement,
      the
      sale of the Series B Preferred Stock and Warrants by the Company to such
      Investor will not require registration under the 1933 Act. When issued upon
      conversion of the Series B Preferred Stock or upon exercise of the Warrants
      in
      accordance with their terms, the shares of Common Stock underlying the Series
      B
      Preferred Stock and the Warrants will be duly and validly authorized and issued,
      fully paid, and non-assessable. The Company is issuing the Series B Preferred
      Stock and the Warrants in accordance with and in reliance upon the exemption
      from registration afforded, inter alia, by Rule 506 under Regulation D as
      promulgated by the SEC under the 1933 Act, and/or Section 4(2) of the 1933
      Act.

     

    4.13
      No
      General Solicitation or Advertising in Regard to this
      Transaction.
      Neither
      the Company nor any of its Affiliates nor, to the knowledge of the Company,
      any
      Person acting on its or their behalf (i) has conducted or will conduct any
      general solicitation (as that term is used in Rule 502(c) of Regulation D as
      promulgated by the SEC under the 1933 Act) or general advertising with respect
      to the sale of the Series B Preferred Stock or Warrants, or (ii) made any offers
      or sales of any security or solicited any offers to buy any security under
      any
      circumstances that would require registration of the Series B Preferred Stock
      or
      Warrants under the 1933 Act, except as required herein and the other Transaction
      Documents.

     

    4.14 No
      Material Adverse Effect.
      Since
      December 31, 2006, no event or circumstance resulting in a Material Adverse
      Effect has occurred or exists with respect to Shaanxi Tianren. No material
      supplier or customer has given notice, oral or written, that it intends to
      cease
      or reduce the volume of its business with Shaanxi Tianren from historical
      levels. Since December 31, 2006, no event or circumstance has occurred or exists
      with respect to Shaanxi Tianren or its businesses, properties, operations or
      financial condition, that, under any applicable law, rule or regulation,
      requires public disclosure or announcement prior to the date hereof by Shaanxi
      Tianren but which has not been so publicly announced or disclosed in writing
      to
      the Investors.

     

    Material
      Non-Public Information.
      The
      Company has not disclosed to the Investors any material non-public information
      that (i) if disclosed, would reasonably be expected to have a material effect
      on
      the price of the Common Stock or (ii) according to applicable law, rule or
      regulation, should have been disclosed publicly by the Company prior to the
      date
      hereof but which has not been so disclosed.
      After
      the Closing Date, the Company shall not communicate with Barron in any way,
      including phone conversations, e-mails, and all other forms of communication,
      any material information which is not already disclosed in previously filed
      SEC
      documents. If after the Closing, the Company provides Barron material non-public
      information, the Company will within 24 hours file a report on Form 8-K or
      on
      another appropriate form of report to disclose that information to the general
      public.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    4.15
      Internal
      Controls And Procedures.
      Shaanxi
      Tianren maintains books and records and internal accounting controls which
      provide reasonable assurance that (i) all transactions to which Shaanxi Tianren
      is a party or by which its properties are bound are executed with management’s
      authorization; (ii) the recorded accounting of the Company’s consolidated assets
      is compared with existing assets at regular intervals; (iii) access to Shaanxi
      Tianren’s consolidated assets is permitted only in accordance with management’s
      authorization; and (iv) all transactions to which Shaanxi Tianren is a party
      or
      by which any of its properties are bound are recorded as necessary to permit
      preparation of the financial statements of the Tianren in accordance with the
      applicable accounting rules, and with respect to any such financial statements
      prepared for the fiscal years 2005 and 2005 and the interim period ended
      September 30, 2007, in accordance with GAAP.

     

    4.16 Full
      Disclosure.
      No
      representation or warranty made by the
      Company in
      this
      Agreement and no certificate or document furnished to the Investors pursuant
      to
      this Agreement contains any untrue statement of a material fact, or omits to
      state a material fact necessary to make the statements contained herein or
      therein, taken as a whole and in the light of the circumstances under which
      they
      were made herein or therein, not misleading.

     

    Article
      5

     

    REPRESENTATIONS
      AND WARRANTIES OF THE INVESTORS

     

    Each
      Investor represents and warrants to the Company as of the date hereof and as
      of
      Closing Date (which warranties and representations shall survive the Closing
      regardless of any examinations, inspections, audits and other investigations
      the
      Company has heretofore made or may hereinafter make with respect to such
      warranties and representations) as set forth below:

     

    5.1 Concerning
      the Investor.
      The
      state in which any offer to purchase shares hereunder was made or accepted
      by
      the Investor is the state shown as the Investor’s address. The Investor was not
      formed for the purpose of investing solely in the Securities.

     

    5.2 Authorization
      and Power.
      The
      Investor has the requisite corporate power and authority to execute and deliver
      this Agreement, the Registration Rights Agreement, the Escrow Agreement and
      any
      other Transaction Documents to which it is a party, to perform its obligations
      hereunder and thereunder and to consummate the transactions contemplated hereby
      and thereby. The execution, delivery and performance of this Agreement by the
      Investor and the consummation by the Investor of the transactions contemplated
      hereby have been duly authorized by all necessary corporate action and no other
      corporate proceedings on the part of the Investor is necessary to authorize
      the
      foregoing agreements or to consummate the transactions contemplated hereby
      or
      thereby. This Agreement, the Registration Rights Agreement, the Escrow
      Agreement, the Closing Escrow Agreement and the other Transaction Documents
      to
      which it is a party have been duly executed and delivered by the Investor and
      at
      the Closing shall constitute legal, valid and binding obligations of the
      Investor enforceable against the Investor in accordance with their terms, except
      as enforceability may be limited by bankruptcy, insolvency and other laws of
      general application affecting the enforcement of creditors’ rights and except
      that any granting of equitable relief is in the discretion of the
      court.

     

    5.3 No
      Conflicts.
      The
      execution, delivery and performance of this Agreement, the Registration Rights
      Agreement, the Escrow Agreement and the other Transaction Documents to which
      the
      Investor is a party, and the consummation by the Investor of the transactions
      contemplated hereby or thereby or relating hereto or thereto do not and will
      not
      (i) result in a violation of the Investor’s charter documents or bylaws where
      appropriate or (ii) conflict with, or constitute a default (or an event which
      with notice or lapse of time or both would become a default) under, or give
      to
      others any rights of termination, amendment, acceleration or cancellation of
      any
      agreement, indenture or instrument to which the Investor is a party, or result
      in a violation of any law, rule, or regulation, or any order, judgment or decree
      of any court or governmental agency applicable to the Investor or its properties
      (except for such conflicts, defaults and violations as would not, individually
      or in the aggregate, have a Material Adverse Effect on the Investor). The
      Investor is not required to obtain any consent, authorization or order of,
      or
      make any filing or registration with, any court or governmental agency in order
      for it to execute, deliver or perform any of the Investor’s obligations under
      this Agreement, the Registration Rights Agreement, the Closing Escrow Agreement,
      the Escrow Agreement and the other Transaction Documents to which the Investor
      is a party, or to purchase the Securities from the Company in accordance with
      the terms hereof. 

     

    5.4 Financial
      Risks.
      The
      Investor acknowledges that the Investor is able to bear the financial risks
      associated with an investment in the Securities being purchased by the Investor
      from the Company and that it has been given full access to such records of
      the
      Company and its Subsidiaries and to the officers of the Company and its
      Subsidiaries as it has deemed necessary or appropriate to conduct its due
      diligence investigation. The Investor is capable of evaluating the risks and
      merits of an investment in the securities being purchased by the Investor from
      the Company by virtue of its experience as an investor and its knowledge,
      experience, and sophistication in financial and business matters and the
      Investor is capable of bearing the entire loss of its investment in the
      securities being purchased by the Investor from the Company.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5.5 Accredited
      Investor.
      The
      Investor is (i) an “accredited investor” as that term is defined in Rule 501 of
      Regulation D promulgated under the 1933 Act by reason of Rule 501(a)(3) and
      (6),
      (ii) experienced in making investments of the kind and under the terms and
      conditions described in this Agreement and the other Transaction Documents,
      (iii) able, by reason of the business and financial experience of its officers
      (if an entity) and professional advisors (who are not affiliated with or
      compensated in any way by the Company or any of its affiliates or selling
      agents), to protect its own interests in connection with the transactions
      described in this Agreement and the other Transaction Documents, (iv) able
      to
      afford the entire loss of its investment in the securities being purchased
      by
      the Investor from the Company. 

     

    5.6 Brokers.
      Except
      as set forth on Schedule 5.6, no broker, finder or investment banker is entitled
      to any brokerage, finder’s or other fee or Commission in connection with the
      transactions contemplated by this Agreement and the other Transaction Documents
      based upon arrangements made by or on behalf of the Investor. 

     

    5.7 Knowledge
      of Company.
      The
      Investor and its advisors, if any, have been, upon request, furnished with
      all
      materials relating to the business, finances and operations of the Company
      and
      materials relating to the offer and sale of the securities being purchased
      by
      the Investor from the Company. The Investor and its advisors, if any, have
      been
      afforded the opportunity to ask questions of the Company and have received
      complete and satisfactory answers to any such inquiries.

     

    5.8 Risk
      Factors.
      The
      Investor understands that the Investor’s investment in the securities being
      purchased by the Investor from the Company involves a high degree of risk.
      The
      Investor understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the securities being purchased by the Investor from the Company.
      The Investor warrants that the Investor is able to bear the complete loss of
      its
      investment in the securities being purchased by the Investor from the
      Company.

     

    5.9 Full
      Disclosure.
      No
      representation or warranty made by the Investor in this Agreement and no
      certificate or document furnished to the Company pursuant to this Agreement
      contains any untrue statement of a material fact, or omits to state a material
      fact necessary to make the statements contained herein or therein not
      misleading. Except as set forth or referred to in this Agreement, the Investor
      does not have any agreement or understanding with any person relating to
      acquiring, holding, voting or disposing of any securities of the
      Company.

     

    Article
      6 

     

    COVENANTS
      OF THE COMPANY

     

    6.1 Reservation
      of Shares.
      As of
      the date hereof, the Company has reserved and the Company shall continue to
      reserve and keep available at all times, free of preemptive rights, the maximum
      number of Shares for the purpose of enabling the Company to issue the shares
      issuable on conversion of the Series B Preferred Stock and on exercise of the
      Warrants without giving effect to any adjustments. 

     

    6.2 Compliance
      with Laws.
      The
      Company hereby agrees to comply in all material respects with the Company’s
      reporting, filing and other obligations under the securities Laws.

     

    6.3 Exchange
      Act Registration.
      The
      Company will continue its obligation to report to the SEC under Section 12
      of
      the 1934 Act and will use its best efforts to comply in all material respects
      with its reporting and filing obligations under the 1934 Act, and will not
      take
      any action or file any document (whether or not permitted by the 1934 Act or
      the
      rules thereunder) to terminate or suspend any such registration or to terminate
      or suspend its reporting and filing obligations under the 1934 except as
      permitted under the Transaction Documents until the Investors have disposed
      of
      all of their Shares.

     

    6.4 Corporate
      Existence; No Conflicting Agreements.
      The
      Company will take all steps necessary to preserve and continue the corporate
      existence of the Company. The Company shall not enter into any agreement, the
      terms of which agreement would restrict or impair the right or ability of the
      Company to perform any of its obligations under this Agreement or any of the
      other agreements attached as exhibits hereto.

     

    6.5 Listing,
      Securities Exchange Act of 1934 and Rule 144
      Requirements.
      The
      Company shall not take any action or file any document (whether or not permitted
      by the Securities Act or the rules promulgated thereunder) to terminate or
      suspend such registration or to terminate or suspend its reporting and filing
      obligations under the Exchange Act or Securities Act except as permitted under
      the Transaction Documents. The Company will take all action necessary to
      continue the quotation or listing of its Common Stock on the OTC Bulletin Board
      or other exchange or market on which the Common Stock is trading or may be
      traded in the future. If, for any time after the Closing, the Company is no
      longer no longer regulated by the Securities Exchange Act of 1934 or is not
      a
      fully reporting Company, then, subject to the limit set forth in Section
      6.27,
      the Company shall pay to the Investors, pro rata, as liquidated damages and
      not
      as a penalty, an amount equal to fourteen percent (14%)
      of the Purchase Price per annum, payable monthly in cash calculated based on
      the
      number of days that the Company shall not be in compliance with this Section
      6.5. Subject
      to the terms of the Transaction Documents, the Company further covenants that
      it
      will take such further action as the Investors may reasonably request, all
      to
      the extent required from time to time to enable the Investors to sell the Shares
      without registration under the Securities Act within the limitation of the
      exemptions provided by Rule 144. Upon the request of an Investors, the Company
      shall deliver to such Investor a written certification of a duly authorized
      officer as to whether it has complied with such requirements.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    6.6 Preferred
      Stock.
      On
      or
      prior to the Closing Date, the Company will cause to be canceled all preferred
      stock in the Company with the exceptions of Preferred Stock issued to the
      Investors. For a period of three years from the Closing Date, for so long as
      the
      Investors shall continue to beneficially own 20% of the Series B Preferred
      Stock
      issued hereunder, the Company will not issue any preferred stock of the Company
      with the exception of Preferred Stock issued to the Investors.

     

    6.7 Convertible
      Debt.
      On
      or
      prior to the Closing Date, the Company will cause to be cancelled all
      convertible debt in the Company. For a period of three years from the Closing
      Date, for so long as the Investors shall continue to beneficially own 20% of
      the
      Series B Preferred Stock issued hereunder, the Company will not issue any
      convertible debt.

     

    6.8 [Intentionally
      omitted.]

     

    6.9 No
      Outside Interests.
      Until
      the Restriction Termination Date, the Company’s chairman, chief executive
      officer, chief financial officer will not have any business interests or
      activities other than as the Company’s, except that they may devote time which
      shall not be material and which shall not interfere with his duties as the
      Company’s chief executive officer, to personal passive investments and
      charitable and community activities.

     

    6.10 Debt
      Limitation.
      Until
      the expiration of two (2) years from the Closing Date, at any given date, the
      Company’s debt-to- EBITDA ratio shall not exceed 3.5:1 for the most recent
      12-months period. 

     

    6.11 Independent
      Directors.
      No
      later than sixty (60) days after the Closing Date, the Company shall increase
      the size of the Board to five or seven and shall cause the appointment of the
      majority of the Board of Directors to be independent directors, as defined
      by
      the rules of the Nasdaq Stock Market. If, for any time after the Closing, the
      Company is no longer in compliance with this Section 6.11, then, subject to
      the
      limit set forth in Section 6.27, the
      Company shall pay to the Investors, pro rata, as liquidated damages and not
      as a
      penalty, an amount equal to fourteen percent (14%)
      of the Purchase Price per annum, payable monthly in cash as calculated
based
      on the number of days that the Company shall not be in compliance with this
      Section 6.11.

     

    6.12 Independent
      Directors on Audit and Compensation Committees.
      No later
      than sixty (60) days after the Closing Date, the Company shall have an audit
      committee comprised solely of not less than three independent directors and
      a
      compensation committee comprised of not less than three directors, a majority
      of
      whom are independent directors. If, for any time after the Closing, the Company
      is no longer in compliance with this Section 6.12, then, subject to the limit
      set forth in Section 6.27,
      the Company shall pay to the Investors, pro rata, as liquidated damages and
      not
      as a penalty, an amount equal to fourteen percent (14%)
      of the Purchase Price per annum, payable monthly in cash as
      calculated
      based on the number of days that the Company shall not be in compliance with
      this Section 6.12.

     

    6.13 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities, after payment
      of legal fees and other closing costs, for acquisitions, working capital and
      other general corporate purposes.

     

    6.14 Right
      of First Refusal.
      

     

    6.14.1 In
      the
      event that the Company seeks to raise additional funds through a private
      placement of its securities, other than Exempt Issuances and issuances of the
      Company’s securities in a firm underwritten IPO as to which this section does
      not apply (a “Proposed
      Financing”),
      for a
      period of thirty-six months after the Closing provided that the Investors shall
      continue to beneficially own in the aggregate at least 20% of Series B Preferred
      Sock or the Common Stock issued thereunder, the Investors shall have the right
      to participate in such private placement at the offering price so long as such
      participation does not exceed the total Purchase Price hereunder.

     

    6.14.2 The
      terms
      on which the Investors shall purchase securities pursuant to the Proposed
      Financing shall be the same as such securities are purchased by other investors.
      The Company shall give the Investors the opportunity to participate in the
      offering by giving the Investors not less than ten (10) days notice setting
      forth the terms of the Proposed Financing. In the event that the terms of the
      Proposed Financing are changed in a manner which is more favorable to the other
      potential investors, the Company shall provide the Investors, at the same time
      as the notice is provided to the other potential investors, with a new ten
      (10)
      day notice setting forth the revised terms that are provided to the other
      potential investors.

     

    6.14.3 In
      the
      event that the Investors do not exercise its right to participate in the
      Proposed Financing within the time limits set forth in Section 6.14.2 of this
      Agreement, the Company may sell the securities in the Proposed Financing at
      a
      price and on terms which are no more favorable to the other potential investors
      than the terms provided to the Investors. If the Company subsequently changes
      the price or terms so that the price or other terms is more favorable to the
      other potential investors, the Company shall provide the Investors with the
      opportunity to purchase the securities on the revised terms in the manner set
      forth in Section 6.14 of this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    6.15 Price
      Adjustment.
      For
      so
      long as the Investors shall hold at least 20% of the Series B Preferred Stock
      issued hereunder (except for Exempt Issuances not to exceed 5% of the
      outstanding shares of Common Stock for every two year period and other issuances
      as to which this Section 6.15 does not apply pursuant to the Certificate of
      Designations), if the Company closes on the sale or issuance of Common Stock
      at
      a sale price, or warrants, options, convertible debt or equity securities with
      a
      exercise or conversion price per share which is less than the Conversion Price
      (as defined in the Certificate of Designation) then in effect, the Conversion
      Price in effect from and after the date of such transaction shall be adjusted
      in
      accordance with the terms of the Certificate of Designations.

     

    6.16 Deliveries
      from Escrow Based on Pre-Tax Income Per Share.

     

    6.16.1 The
      Company hereby represents to the Investors that (A) the Company’s consolidated
      Pre-Tax Income for the fiscal year ending December 31, 2007 shall be at least
      RMB 67,400,000 (or
      the
      Required Pre-Tax Income Per Share) (the “2007
      Target Number”),
      and
      (B)
      the Company’s consolidated Pre-Tax Income for the fiscal year ending December
      31, 2008 shall be at least RMB 84,924,000 (or
      the
      Required Pre-Tax Income Per Share), (the “2008
      Target Number”),
      (C) the
      Company’s consolidated Pre-Tax Income for the fiscal year ending December 31,
      2009 shall be at least RMB 107,004,240 (or the Required Pre-Tax Income Per
      Share).   As the Investors are relying on such expected profit in making
      its investment hereunder, and in order to attempt to make whole the Investors
      in
      the event these numbers are not met, the
      Company shall deliver to the Escrow Agent at the Closing the Make Good Escrow
      Stock. In
      the
      event the Company’s consolidated Pre-Tax income, on a fully-diluted basis, for
      the year ended December 31, 2007, 2008 or 2009 is less than the Target Numbers
      the percentage shortfall shall be determined by dividing the amount of the
      shortfall by the applicable Target Number. The
      Parties hereby agree that: 

     

    6.16.1.1 If
      the
      Percentage Shortfall the fiscal year 2007is greater than 50%, then the Escrow
      Agent shall deliver to the Investors all of the Make Good Escrow Stock according
      to the Investors’ Ownership Percentages. An Investor’s Ownership Percentage
      Shall be the
      ratio
      of such Investor’s initial Purchase Price to the total purchase price of all
      Shares in this Transaction.  If
      the
      percentage shortfall for 2007 is less than fifty percent (50%), then the
      adjustment percentage shall be determined. The adjustment percentage shall
      mean
      the percentage that the percentage shortfall bears to fifty percent (50%).
      The
      Escrow Agent shall deliver to an Investor according to such Investor’s
      Ownership Percentage
      of such
      number of shares of Series B Preferred Stock as is determined by multiplying
      the
      adjustment percentage by Make Good Escrow Stock and retain the balance. For
      example, if the percentage shortfall is 20%, the adjustment percentage would
      be
      40%, and 40% of the Make Good Escrow Shares would be delivered to the Investors,
      with the balance being retained by the Escrow Agent. 

     

    6.16.1.2 If
      the
      percentage shortfall for 2008 is equal to or greater than fifty percent (50%),
      then the Escrow Agent shall deliver all of the remaining Make Good Escrow Stock
      then held by the Escrow Agent to the Investors according to the each
Investor’s
      Ownership Percentage.
      If the
      percentage shortfall for 2008 is less than fifty percent (50%), then the
      adjustment percentage for 2008 shall be determined. The adjustment percentage
      shall mean the percentage that the percentage shortfall bears to fifty percent
      (50%). The maximum number of shares to be delivered shall be determined by
      multiplying the initial Make Good Escrow Shares. The number of shares to be
      delivered to the Investors shall be the lesser of the number of shares of Make
      Good Escrow Stock then held by the Escrow Agent or the number of shares
      determined by the preceding sentence. The Escrow Agent shall deliver to the
      Investors the number of shares of Make Good Escrow Stock as is determined
      pursuant to this Section 6.16.1.2 according to the Investor’s
      Ownership Percentage.
      

     

    6.16.1.3 If
      the
      percentage shortfall for 2009 is equal to or greater than fifty percent (50%),
      then the Escrow Agent shall deliver all of the remaining Make Good Escrow Stock
      then held by the Escrow Agent to the Investors according to each Investor’s
      Ownership Percentage.
      If the
      percentage shortfall for 2009 is less than fifty percent (50%), then the
      adjustment percentage for 2009 shall be determined. The adjustment percentage
      shall mean the percentage that the percentage shortfall bears to fifty percent
      (50%). The maximum number of shares to be delivered shall be determined by
      multiplying the adjustment percentage by initial Make Good Escrow Shares. The
      number of shares to be delivered to the Investors shall be the lesser of the
      number of shares of Make Good Escrow Stock then held by the Escrow Agent or
      the
      number of shares determined by the preceding sentence. The Escrow Agent shall
      deliver to the Investors the number of shares of Make Good Escrow Stock as
      is
      determined pursuant to this Section 6.16.1.3 according to each Investor’s
      Ownership Percentage.

     

    6.16.1.4 Notwithstanding
      anything to the contrary set forth herein, an Investor is only entitled to
      Make
      Good Escrow Stock if the Investor owns shares of Series B Preferred acquired
      under the Purchase Agreement and remains shareholders of the Company at the
      time
      that any Make Good Escrow Stock becomes deliverable hereunder.

     

    6.16.2 The
      distribution of shares of Common Stock pursuant to this Section 6.16 shall
      be
      made within seven (7) business days after the date the Company is required
      to
      file its Form 10-KSB for the applicable fiscal year with the SEC. In the event
      that the Company does not file its Form 10-KSB for the year ended December
      31,
      2007 or 2008 with the SEC within thirty (30) days after the date that filing
      was
      required, after giving effect to any extension pursuant to Rule 12b-25 of the
      Exchange Act, all of the remaining shares Make Good Escrow Stock shall be
      delivered to the Investors.

     

    6.16.3 The
      parties understand that, pursuant to the Escrow Agreement, the Escrow Agent
      will
      not make any deliveries of shares without the signed written instructions from
      the Company and the Investors. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6.17 Insider
      Selling.
      No
      Restricted Stockholders (as defined below) may sell any shares of Common Stock
      in the public market prior to the earlier of thirty six (36) months from date
      the Registration Statement is deemed effective;. “Restricted
      Stockholders”
shall
      mean any Person who is an officer, director or Affiliate of the Company on
      the
      date hereof or who becomes an officer or director of the Company subsequent
      to
      the Closing Date. The Company shall require any newly elected officer or
      director to agree to the restriction set forth in this Section 6.17. Andrew
      Barron Worden and the Investors shall not be considered “Restricted
      Stockholders”. 

     

    6.18 Non
      Compete.
      The
      Company and any affiliated or related entities, and any all of the officers
      and
      directors of the Company may not be involved in any business or ventures which
      in any way may be deemed to be competitive or have a similar nature in any
      way
      to the business of the Company unless such activity is fully within the
      Company.

     

    6.19 Chief
      Financial Officer.
      No
      later
      than thirty (30) days after the Closing Date,
      the Company shall hire a chief financial officer who speaks and understands
      both
      English and Chinese and is familiar with GAAP (a “qualified CFO”). If,
      for
      any time after the Closing, the Company is no longer in compliance with this
      Section 6.19
      the Company shall pay to the Investors, pro rata, as liquidated damages and
      not
      as a penalty, an amount equal to fourteen
      percent (14%)
      of the Purchase Price per annum, payable monthly in cash or Series B Preferred
      Stock at the option of the Investors,
      such payment shall be based on the number of days that such condition
      exists.
      Notwithstanding the foregoing, the Company shall, by Closing, engage an
      accounting consultant, which may be an accounting firm, that has experience
      in
      preparing financial statements for public companies and in advising public
      companies on the implementation of internal controls as required by the 1934
      Act, and shall continue to engage such firm as a consultant until not earlier
      than the date on which the Company shall have both (i) filed two consecutive
      annual reports with the SEC on time and without requesting an extension, and
      (ii) filed a registration statement pursuant to the Registration Rights
      Agreement and shall have responded to all accounting comments raised by the
      staff of the SEC to the satisfaction of the accounting examiner at the
      SEC.

     

    6.20 Employment
      and Consulting Contracts.
      For
      three
      years after the Closing, the Company shall obtain approval from the majority
      of
      the independent directors of the Board of Directors that any awards other than
      salary are customary, appropriate and reasonable for any officer, director
      or
      consultants whose compensation is more than $100,000 per annum. This Section
      6.20 does not apply to attorneys, accountants and other persons who provide
      professional services to the Company. This section shall only apply for so
      long
      as that the Investors shall continue to beneficially own in the aggregate at
      least 20% of Series B Preferred Sock issued hereunder.

     

    6.21 Subsequent
      Transactions.
      From
      the
      date hereof until such time as no Purchaser holds any of the Securities, the
      Company shall be prohibited from effecting or entering into an agreement to
      effect any transaction involving a “Variable
      Rate Transaction”
or
      an
“MFN
      Transaction”
(each
      as defined below). The term “Variable
      Rate Transaction”
shall
      mean a transaction in which the Company issues or sells (i) any debt or equity
      securities that are convertible into, exchangeable or exercisable for, or
      include the right to receive additional shares of Common Stock either (A) at
      a
      conversion, exercise or exchange rate or other price that is based upon and/or
      varies with the trading prices of or quotations for the shares of Common Stock
      at any time after the initial issuance of such debt or equity securities, or
      (B)
      with a conversion, exercise or exchange price that is subject to being reset
      at
      some future date after the initial issuance of such debt or equity security
      or
      upon the occurrence of specified or contingent events directly or indirectly
      related to the business of the Company or the market for the Common Stock.
      The
      term “MFN
      Transaction”
shall
      mean a transaction in which the Company issues or sells any securities in a
      capital raising transaction or series of related transactions which grants
      to an
      investor the right to receive additional shares based upon future transactions
      of the Company on terms more favorable than those granted to such investor
      in
      such offering. The Investors shall be entitled to obtain injunctive relief
      against the Company to preclude any such issuance, which remedy shall be in
      addition to any right to collect damages. Notwithstanding the foregoing, this
      Section 6.21 shall not apply in respect of an Exempt Issuance, except that
      no
      Variable Rate Transaction or MFN Transaction shall be an Exempt
      Issuance.

     

    6.22 Certificate
      of Designation. The
      Board
      of Directors has approved the Certificate of Designation. The Company shall
      file
      the Certificate of Designation with the Secretary of State of the State of
      Florida prior to the Closing.

     

    6.23 Amendment
      to Certificate of Incorporation. At
      or
      before the next annual meeting of the stockholders of the Company, the Board
      of
      Directors shall propose and submit to the holders of the Common Stock for
      approval, an amendment to the Certificate of Incorporation that provides
      substantially as follows: 

     

    “Subject
      to the applicable laws of Florida, the terms and conditions of any rights,
      options and warrants approved by the Board of Directors may provide that any
      or
      all of such terms and conditions may be waived or amended only with the consent
      of the holders of a designated percentage of a designated class or classes
      of
      capital stock of the Corporation (or a designated group or groups of holders
      within such class or classes, including but not limited to disinterested
      holders), and the applicable terms and conditions of any such rights, options
      or
      warrants so conditioned may not be waived or amended absent such
      consent.”.

     

    6.24 Stock
      Splits.
      Except
      as permitted or required under the Transaction Documents, all forward and
      reverse stock splits shall effect all equity and derivative holders
      proportionately.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    6.25 Retention
      of Investor Relations Firm.
      The
      Company shall instruct the Escrow Agent to retain $100,000 of the proceeds
      of
      the sale of the Securities hereunder to be utilized for payment to investor
      relations firms in approximately equal quarterly installments. The Company
      shall
      retain an investor relations firm within 30 days after the Closing Date. If
      at
      any time after 30 days from the Closing, the Company shall not have retained
      an
      investor relations and public relations firm, the Company shall pay to the
      Investors, pro rata, as liquidated damages and not as a penalty, an amount
      equal
      to fourteen percent (14%) per annum of the Purchase Price for the
      Shares
      payable monthly in cash or Series B Preferred Stock at the option of the
      Investors,
      such payment shall be based on the number of days that such condition
      exists.
      

     

    6.26 Payment
      of Due Diligence Expenses.
      At
      Closing the Escrow Agent shall disperse to Barron Partners, LLC the sum of
      seventy five thousand dollars ($75,000.00) for its due diligence expenses.
      

     

    6.27 Shares
      Issued as Liquidated Damages.
      Notwithstanding anything provided in this Agreement, the Warrants and the
      Registration Rights Statement to the contrary, in no event, shall the aggregate
      liquidated damages payable by the Company under this Agreement, the Warrant
      and
      the Registration Rights Agreement exceed eighteen (18%) of the total Purchase
      Price. If, pursuant to any Section of this Agreement and the Registration Rights
      Agreement, liquidated damages are incurred by the Company and are payable by
      the
      Company to the Investors in cash and the Company shall have failed to pay the
      Investors within 15 days following the end of the month when such cash
      liquidated damages shall have become due, then, at the election of the
      Investors, shares of Series B Preferred Stock are to be delivered as liquidating
      damages to the Investors pro rata based on the percentage that the number of
      Series B Preferred Stock beneficially owned by such Investor bears to the total
      number of Series B Preferred Stock outstanding at the time when the cash
      liquidated damages are due. The number of shares due will be calculated by
      taking amount of liquidating damages due in dollars and divide it by $1.2 per
      share and further divide it by the Conversion Ratio, as set forth in the
      Certificate of Designation, which initially shall be 1 for 1. For example if
      $12,000 worth of liquidating damages are due, each share of Preferred B Stock
      is
      convertible into 1 share of Common Stock, then the number of Preferred B Stock
      received shall be 10,000 shares.

     

    6.28 Management
      Agreements and Consolidation of Financials.
      Within
      30 days following the Closing Date, the Company shall cause Shaanxi Tianren
      Food
      Company, Ltd., its indirect subsidiary in the People’s Republic of China
      (“Tianren
      Food”),
      to
      (i) extend the term of its current management agreement with HuLuDao WanJia
      Factory (the “HuLuDao
      WanJia Agreement”)
      to 20
      years under the terms and conditions similar to those in the current management
      agreement, and (ii) enter into a management agreement with YinKou Trusty Factory
      under the terms and conditions similar to those in the HuLuDao WanJia Agreement.
      When it becomes legally and financially feasible, the Company shall cause
      Shaanxi Tianren to make arrangements, including without limitation, acquisition
      arrangements, with HuLuDao WanJia Factory and YinKou Trusty Factory so that
      after giving effect to such arrangements, the financials of HuLuDao WanJia
      Factory and YinKou Trusty Factory can be consolidated into the Company’s
      financials in accordance with the principles of the US GAAP. 

     

    6.29 Amendment
      of Articles of Incorporation. The
      Company agrees that it shall, in good faith, promptly take any and all such
      action as may, in the opinion of its counsel, be necessary to effect the Reverse
      Split (as defined in the Certificate of Designations of the Series B Preferred
      Stock). In the event the Reverse Split is not effected within 120 days following
      the Closing Date, then, subject to the limit set forth in Section 6.27, the
      Company shall pay to the Investors, pro rata, as liquidated damages and not
      as a
      penalty, an amount equal to one (1%) of the Purchase Price per month, payable
      monthly in cash as calculated based on the number of days that the Company
      shall
      not be in compliance with this Section 6.29.

     

    Article
      7 

     

    COVENANTS
      OF THE INVESTORS

     

    Each
      Investor covenants and agrees with the Company as follows:

     

    7.2 Compliance
      with Law.
      The
      Investor’s trading activities with respect to Company’s Common Stock will be in
      compliance with all applicable state and federal securities laws, rules and
      regulations and rules and regulations of any public market on which the Common
      Stock is listed.

     

    7.3 Limitation
      on Short Sales.
      The
      Investor and its Affiliates shall not engage in short sales of the Company's
      Common Stock.

     

    7.4 Transfer
      Restrictions. The
      Investor acknowledges that (a) the Securities have not been registered under
      the
      provisions of the 1933 Act, and may not be transferred unless (i) subsequently
      registered thereunder or (ii) the Investor shall have delivered to the Company
      an opinion of counsel, reasonably satisfactory in form, scope and substance
      to
      the Company, to the effect that the Securities to be sold or transferred may
      be
      sold or transferred pursuant to an exemption from such registration; and (b)
      any
      sale of the Securities made in reliance on Rule 144 may be made only in
      accordance with the terms of said rule and further, if said rule is not
      applicable, any resale of such securities under circumstances in which the
      seller, or the person through whom the sale is made, may be deemed to be an
      underwriter, as that term is used in the 1933 Act, may require compliance with
      some other exemption under the 1933 Act or the rules and regulations of the
      SEC
      thereunder.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    7.5 Restrictive
      Legend. The
      Investor acknowledges and agrees that the Securities shall bear a restrictive
      legend and a stop-transfer order may be placed against transfer of any such
      Securities except that the requirement for a restrictive legend shall not apply
      to Shares sold pursuant to a current and effective registration statement or
      a
      sale pursuant Rule 144.

     

    Article
      8 

     

    CONDITIONS
      PRECEDENT TO THE COMPANY’S OBLIGATIONS

     

    The
      obligation of the Company to consummate the transactions contemplated hereby
      shall be subject to the fulfillment, on or prior to Closing Date, of the
      following conditions:

     

    8.1 No
      Termination.
      This
      Agreement shall not have been terminated pursuant to Article 10
      hereof.

     

    8.2 Representations
      True and Correct.
      The
      representations and warranties of the Investor contained in this Agreement
      shall
      be true and correct in all material respects on and as of the Closing Date
      with
      the same force and effect as if made on as of the Closing Date.

     

    8.3 Compliance
      with Covenants.
      The
      Investor shall have performed and complied in all material respects with all
      covenants, agreements, and conditions required by this Agreement to be performed
      or complied by them prior to or at the Closing Date.

     

    8.4 No
      Adverse Proceedings.
      On the
      Closing Date, no action or proceeding shall be pending by any public authority
      or individual or entity before any court or administrative body to restrain,
      enjoin, or otherwise prevent the consummation of this Agreement or any
      Transaction Documents or the transactions contemplated hereby or thereby or
      to
      recover any damages or obtain other relief as a result of the transactions
      proposed hereby or thereby. 

     

    8.5 Shareholder
      Consent.
      On the
      Closing Date, shareholders of the Company holding at least a majority of shares
      of the Company’s Common Stock immediately prior to the Closing shall have
      consented to the Reverse Split (as defined in the Certificate of Designations
      of
      the Series B Preferred Stock). 

     

    Article
      9 

     

    CONDITIONS
      PRECEDENT TO INVESTORS’ OBLIGATIONS

     

    The
      obligation of the Investors to consummate the transactions contemplated hereby
      shall be subject to the fulfillment, on or prior to Closing Date unless
      specified otherwise, of the following conditions:

     

    9.1 No
      Termination.
      This
      Agreement shall not have been terminated pursuant to Article 10
      hereof.

     

    9.2 Representations
      True and Correct.
      The
      representations and warranties of the Company contained in this Agreement shall
      be true and correct in all material respects on and as of the Closing Date
      with
      the same force and effect as if made on as of the Closing Date.

     

    9.3 Compliance
      with Covenants.
      The
      Company shall have performed and complied in all material respects with all
      covenants, agreements, and conditions required by this Agreement to be performed
      or complied by it prior to or at the Closing Date.

     

    9.4 No
      Adverse Proceedings.
      On the
      Closing Date, no action or proceeding shall be pending by any public authority
      or individual or entity before any court or administrative body to restrain,
      enjoin, or otherwise prevent the consummation of this Agreement or any
      Transaction Document or the transactions contemplated hereby or thereby to
      recover any damages or obtain other relief as a result of the transactions
      proposed hereby or thereby.

     

    9.5 Shareholder
      Consent.
      On the
      Closing Date, shareholders of the Company holding at least a majority of shares
      of the Company’s Common Stock immediately prior to the Closing shall have
      consented to the Reverse Split (as defined in the Certificate of Designations
      of
      the Series B Preferred Stock). 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Article
      10  

     

    TERMINATION,
      AMENDMENT AND WAIVER

     

    10.1 Termination.
      This
      Agreement may be terminated at any time prior to the Closing Date. 

     

    10.1.1 by
      mutual
      written consent of the Investors and the Company;

     

    10.1.2 by
      the
      Company upon a material breach of any representation, warranty, covenant or
      agreement on the part of the Investors set forth in this Agreement, or by the
      Investors upon a material breach of any representation, warranty, covenant
      or
      agreement on the part of the Company set forth in this Agreement, or if any
      representation or warranty of the Company or the Investors, respectively, shall
      have become untrue, in either case such that any of the conditions set forth
      in
      Article 8 or Article 9 hereof would not be satisfied (a “Terminating
      Breach”),
      and
      such breach shall, if capable of cure, not have been cured within ten (10)
      business 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.

     

    10.2 Effect
      of Termination.
      Except
      as otherwise provided herein, in the event of the termination of this Agreement
      pursuant to Section 10.1 hereof, there shall be no liability on the part of
      the
      Company or the Investors or any of their respective officers, directors, agents
      or other representatives and all rights and obligations of any party hereto
      shall cease, provided that in the event of a Terminating Breach, the breaching
      party shall be liable to the non-breaching party for all costs and expenses
      incurred by the non-breaching party not to exceed $50,000.00.

     

    10.3 Amendment.
      This
      Agreement may be amended by the parties hereto any time prior to the Closing
      Date by an instrument in writing signed by the parties hereto; provided,
      however
      that
      the
      4.9% Limitation may not be amended or waived.

     

    10.4 Waiver.
      At any
      time prior to the Closing Date, the Company or the Investors, as appropriate,
      may: (a) extend the time for the performance of any of the obligations or other
      acts of the other party or; (b) waive any inaccuracies in the representations
      and warranties contained herein or in any document delivered pursuant hereto
      which have been made to it or them; or (c) waive compliance with any of the
      agreements or conditions contained herein for its or their benefit other than
      the 4.9% Limitation which may not be waived. Any such extension or waiver shall
      be valid only if set forth in an instrument in writing signed by the party
      or
      parties to be bound thereby.

     

    Article
      11 

     

    GENERAL
      PROVISIONS

     

    11.1 Transaction
      Costs
      Except
      as otherwise provided herein, each of the parties shall pay all of his or its
      costs and expenses (including attorney fees and other legal costs and expenses
      and accountants’ fees and other accounting costs and expenses) incurred by that
      party in connection with this Agreement; provided, the Company shall pay Barron
      Partners, LLC the due diligence expenses as described in Section
      6.26.

     

    11.2 Indemnification.
      

     

    11.2.1
      The Investors agree to jointly and severally indemnify, defend and hold the
      Company (following the Closing Date) and its officers, directors,
      representatives and agents harmless against and in respect of any and all
      claims, demands, losses, costs, expenses, obligations, liabilities or damages,
      including interest, penalties and reasonable attorney’s fees, that any of them
      shall incur or suffer, which arise out of or result from any breach of this
      Agreement by the Investors or failure by the Investors to perform with respect
      to the representations, warranties or covenants contained in this Agreement
      or
      in any exhibit or other instrument furnished or to be furnished under this
      Agreement. 

     

    11.2.2
      The Company agrees to indemnify, defend and hold the Investors (following the
      Closing Date) harmless against and in respect of any and all claims, demands,
      losses, costs, expenses, obligations, liabilities or damages, including
      interest, penalties and reasonable attorney’s fees, that it shall incur or
      suffer, which arise out of, result from or relate to any breach of this
      Agreement or failure by the Company to perform with respect to the
      representations, warranties or covenants contained in this Agreement or in
      any
      exhibit or other instrument furnished or to be furnished under this
      Agreement.

     

    In
      no
      event shall the Company or the Investors be entitled to recover consequential
      or
      punitive damages resulting from a breach or violation of this Agreement nor
      shall any party have any liability hereunder in the event of gross negligence
      or
      willful misconduct of the indemnified party. The indemnification by the
      Investors shall be limited to $50,000.00.

     

    11.3 Headings.
      The
      table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    11.4 Entire
      Agreement.
      This
      Agreement (together with the schedule, exhibits, and agreements and documents
      referred to herein) constitute the entire agreement of the parties and
      supersedes all prior agreements and undertakings, both written and oral, between
      the parties, or any of them, with respect to the subject matter hereof.


     

    11.5 Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given (i) on the date they are delivered if delivered in
      person; (ii) on the date initially received if delivered by facsimile
      transmission or electronic mail followed by registered or certified mail
      confirmation; (iii) on the date delivered by an overnight courier service;
      or
      (iv) on the third business day after it is mailed by registered or certified
      mail, return receipt requested with postage and other fees prepaid as
      follows:

     

    If
      to
      the Company:

     

    Entech
      Environmental Technologies, Inc.

    c/o
      Shaanxi Tianren Food Company, Ltd. 

    Attn:
      Mr.
      Yongke Xue

    A-4/F
      Tongxinge, Xietong Building, No.12,

    Gaoxin
      2nd Road, Hi&Tech Zone, 

    Xi'an,
      Shaanxi,710065 

    Email:
      xyk666@163.com 

    Fax:
      88386656-86

     

    With
      a
      copy to, which
      copy shall not constitute a notice to the Company

    


    Guzov
      Ofsink, LLC

    600
      Madison

    New
      York,
      New York 10022

    Attention:
      Darren Ofsink

    E-mail:
      dofsink@golawintl.com

    Fax:
      (212) 688-7273

     

    If
      to
      Barron:

     

    Barron
      Partners L.P.

    c/o
      Barron Capital Advisors, LLC

    730
      Fifth
      Avenue, 25th
      Floor

    New
      York,
      New York 10019

    Attn:
      Andrew Barron Worden

    E-mail:
      abw@barronpartners.com and onf@barronpartners.com 

    Fax:
      (212)
      359-0222

     

    If
      to EOS Holdings LLC

     

    Eos
      Holdings LLC:

    2560
      Highvale Dr

    Las
      Vegas, NV 89134

    Attn:
      Jon
      R. Carnes

    E-mail:
      jcarnes@eosfunds.com

    


    11.6 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any such term or other provision is invalid, illegal or
      incapable of being enforced, the parties hereto shall negotiate in good faith
      to
      modify this Agreement so as to effect the original intent of the parties as
      closely as possible in an acceptable manner to the end that the transactions
      contemplated hereby are fulfilled to the extent possible.

     

    11.7 Binding
      Effect.
      All the
      terms and provisions of this Agreement whether so expressed or not, shall be
      binding upon, inure to the benefit of, and be enforceable by the parties and
      their respective administrators, executors, legal representatives, heirs,
      successors and assignees. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    11.8 Preparation
      of Agreement.
      This
      Agreement shall not be construed more strongly against any party regardless
      of
      who is responsible for its preparation. The parties acknowledge each contributed
      to and is equally responsible for its preparation. In

     

    11.9 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without giving effect to applicable principles of
      conflicts of law.

     

    11.10 Jurisdiction;
      Waiver of Jury Trial. If
      any action is brought among the parties with respect to this Agreement or
      otherwise, by way of a claim or counterclaim, the parties agree that in any
      such
      action, and on all issues, the parties irrevocably waive their right to a trial
      by jury.
      Exclusive jurisdiction and venue for any such action shall be the federal and
      state courts situated in the City, County and State of New York. In the event
      suit or action is brought by any party under this Agreement to enforce any
      of
      its terms, or in any appeal therefrom, it is agreed that the prevailing party
      shall be entitled to reasonable attorneys fees to be fixed by the arbitrator,
      trial court, and/or appellate court if such party prevails on substantially
      all
      issues in dispute.

     

    11.11 Preparation
      and Filing of Securities and Exchange Commission
      filings.
      The
      Investors shall reasonably assist and cooperate with the Company in the
      preparation of all filings with the SEC after the Closing Date due after the
      Closing Date. 

     

    11.12 Further
      Assurances, Cooperation.
      Each
      party shall, upon reasonable request by the other party, execute and deliver
      any
      additional documents necessary or desirable to complete the transactions herein
      pursuant to and in the manner contemplated by this Agreement. The parties hereto
      agree to cooperate and use their respective best efforts to consummate the
      transactions contemplated by this Agreement.

     

    11.13 Survival.
      The
      representations, warranties, covenants and agreements made herein shall survive
      the Closing of the transaction contemplated hereby. 

     

    11.14 Third
      Parties.
      Except
      as disclosed in this Agreement, nothing in this Agreement, whether express
      or
      implied, is intended to confer any rights or remedies under or by reason of
      this
      Agreement on any persons other than the parties hereto and their respective
      administrators, executors, legal representatives, heirs, successors and
      assignees. Nothing in this Agreement is intended to relieve or discharge the
      obligation or liability of any third persons to any party to this Agreement,
      nor
      shall any provision give any third persons any right of subrogation or action
      over or against any party to this Agreement.

     

    11.15 Failure
      or Indulgence Not Waiver; Remedies Cumulative.
      No
      failure or delay on the part of any party hereto in the exercise of any right
      hereunder shall impair such right or be construed to be a waiver of, or
      acquiescence in, any breach of any representation, warranty, covenant or
      agreement herein, nor shall nay single or partial exercise of any such right
      preclude other or further exercise thereof or of any other right. All rights
      and
      remedies existing under this Agreement are cumulative to, and not exclusive
      of,
      any rights or remedies otherwise available.

     

    Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original, but all of which taken together shall constitute
      one
      and the same agreement. A facsimile transmission or transmission via electronic
      mail of a PDF version of this signed Agreement shall be legal and binding on
      all
      parties hereto. 

     

    [SIGNATURES
      ON FOLLOWING PAGE]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

       

      
        	
                THE
                  COMPANY:

              
	 	 
	
                ENTECH
                  ENVIRONMENTAL TECHNOLOGIES, INC.

              
	 	 
	
                By: 

              	
                /s/
                  Joseph I. Emas

              
	
                Name: 

              	
                Joseph
                  I. Emas

              
	
                Title:
                  

              	
                Director

              


      

      


      
        	
                INVESTORS:

              
	 
	
                BARRON
                  PARTNERS LP

              
	 
	
                By:
                  Barron Capital Advisors, LLC, its General Partner

              
	 
	
                /s/
                  Andrew Barron Worden

              
	
                Andrew
                  Barron Worden, President

              


      

       

      
        	
                EOS
                  HOLDINGS, LLC

              
	 	 
	
                By:
                  

              	
                /s/
                  Jon Carnes

              
	
                Name: 

              	
                Jon
                  Carnes

              
	
                Title: 

              	
                President

              


      

      

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

      

       

    

    Schedule
      A

     

    
      	
              Name
                and Address

            	 	
              Amount
                of Investment

            	 	
              Number
                of Shares 

              of
                Series B Preferred Stock 

            	 	
              Number
                of 

              Shares
                Underlying Series B Preferred Stock 

            	 	
              Number
                of Shares

              Underlying
                $3.00 Warrants

            	 
	 	 	 	 	 	 	 	 	 	 
	
              Barron
                Partners LP

              730
                Fifth Avenue, 25th
                Floor

              New
                York, New York 10019

              Attn:
                Andrew Barron Worden

            	 	
              $

            	
              3,300,000

            	 	 	
              2,750,000

            	 	 	
              2,750,000

            	 	 	
              6,794,118

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              EOS
                Holdings, LLC

            	 	
              $

            	
              100,000

            	 	 	
              83,333

            	 	 	
              83,333

            	 	 	
              205,882

            	 


    

    

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      A

     

    Form
      of Certificate of Designation of Preferences, Rights and
      Limitations


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    Closing
      Escrow Agreement 

    

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      C

    


    Escrow
      Agreement 

    

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

    

     

    Exhibit
      D

    


    Registration
      Rights Agreement


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    Exhibit
      E-1

    


    $3.00
      Warrants

    


    
      
        
        

      

      
        25