ex10-19.htm


     

    
      

      

    

     

    SECOND
AMENDMENT TO ACQUISITION AGREEMENT

    


    THIS
SECOND AMENDMENT (the “Second Amendment”) is made effective as of November 18,
2008 by and between  QuFu Natural Green Engineering Co., Ltd., a
limited liability company organized under the laws of the Peoples Republic of
China (“Qufu Natural Green”), and Qufu Shengwang Stevia Biology and Science Co.,
Ltd., a limited liability company organized under the laws of the Peoples
Republic of China (the “Company” or “Qufu Shengwang”), and Shandong Shengwang
Group, Co., Ltd., a limited liability company organized under the laws of the
Peoples Republic of China, an owner of an interest in Qufu Shengwang (“Shandong
Shengwang”).  Qufu Natural Green, Qufu Shengwang and Shandong
Shengwang may collectively be referred to as the “Parties”.

     

    BACKGROUND

     

    A. Qufu
Natural Green, Qufu Shengwang and Shandong Shengwang are the parties to that
certain Acquisition Agreement dated as of June 30, 2008 (the
"Agreement");

     

    B. The
Agreement was amended as of September 2, 2008 (the “Amendment”) to adjust the
Purchase Price of the Qufu Shengwang Interest to reflect a reduction in the net
tangible assets of Qufu Shengwang from $11,693,666 to $10,334,022 as a result of
the application of generally accepted accounting principles in the United States
(“US GAAP”) required to eliminate the difference between the fair market value
and cost basis of the land use rights that were recorded by Qufu Shengwang in
its financial statements prior to completion of an audit to its financial
statements as of April 30, 2008;

     

        C.  Subsequent
to the Amendment, Qufu Shengwang adjusted its balance sheet to eliminate certain
inventory in the amount of $698,115 and a patent that was included in its
intangible assets valued at $2,924,489 (the “Balance Sheet Adjustments”)
resulting in net tangible assets in Qufu Shengwang of $6,711,418 as of April 30,
2008; and

     

    D.  As
a result of the Balance Sheet Adjustments and to clarify that the reference to
"net tangible assets" in the Agreement and the Amendment was intended to refer
to "net assets", the parties agreed to amend certain parts of the Agreement and
the Amendment as set forth below.

     

    NOW, THEREFORE, in consideration of the
execution and delivery of the Agreement, the Amendment and the Second Amendment
and other good and valuable considera­tion, the receipt and sufficiency of
which are hereby acknowl­edged, the parties hereby agree as
follows:

     

    
      	
              1.  

            	
              Section
      1 of the Amendment is hereby deleted in its entirety and replaced with the
      following:

            


    

     

    1.              CONSIDERATION

     

    Subject
to the terms and conditions of this Agreement, Qufu Natural Green shall acquire
the Qufu Shengwang Interest for a total consideration of $4,026,851 in cash,
which amount represents 60% of the value of the net assets of Qufu Shengwang of
$6,711,418 as of April 30, 2008 after giving effect to the Balance Sheet
Adjustments and as determined by an independent audit prepared in accordance
with generally accepted accounting principles in the United States (the “Revised
Purchase Price”).  Within 20 days from the date of the Second
Amendment, Shandong Shengwang agrees to refund to Qufu Natural Green the sum of
$2,173,562 which represents the difference between $6,200,413 (the Purchase
Price set forth in the Amendment) and $4,026,851 (the Revised Purchase Price set
forth in the Second Amendment).

    


    
      	
              2.  

            	
              This
      Amendment shall be deemed part of, but shall take precedence over and
      supersede any provisions to the contrary contained in the Agreement. All
      initial capitalized terms used in this Amendment shall have the same
      meaning as set forth in the Agreement unless otherwise
      provided.  Except as specifically modified hereby, all of the
      provisions of the Agreement which are not in conflict with the terms of
      this Amendment shall remain in full force and
  effect.

            


    

     

    SIGNATURE
PAGE FOLLOWS

     

    
      
        
        

      

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

     

    
      
      

    

     

    
      
        
          
            
              
                
                  	 Qufu
      Natural Green Engineering Co., Ltd.	 	 	 	 
	 	 	 	 	 
	
                          /s/
      Chengxiang Yan

                        	 	
                           

                        	 	
                           

                        
	
                          Name:
      Chengxiang Yan

                        	 	 	 	 
	 Title:
      General Manger	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                

              

            

          

        

      

    

    
      
        	
                 Qufu
      Shengwang Stevia Biology and Science Co., Ltd.

                 

              	 	 	 Shandong
      Shengwang Group, Co., Ltd.	 
	
                /s/
      Xia Li

              	 	 	
                /s/
      Dongdong Lin

              	 
	
                Name:
      Xia Li

              	 	 	
                Name: Dongdong
      Lin

              	 
	
                Title: General
      Manager

              	 	 	
                Title:
      CEO

              	 


      



    
      
      

    

     

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