Unassociated Document


    

      Promissory
Note

      
        	
                $6,980,000.00 

              	
                February
      12, 2009

              


      

       

      For
Value Received, on or before December 31, 2009 (“Maturity Date”),
Tailong
Holding Company Limited, a company organized under the laws of Hong Kong
(“Buyer”),
promises to pay to the order of Yinlong
Industrial Co. Ltd., a company organized under the laws of the PRC
(“Seller”), at
an office of K&L Gates LLP or such other time and place as Buyer and Seller
may agree in writing, the principal amount of Six
Million Nine Hundred and Eighty Thousand Dollars ($6,980,000.00) (“Total Principal
Amount”), under this Promissory Note (“Note”).

       

      The
outstanding principal balance of this Note shall be due and payable on the
Maturity Date.

       

      Payment.

       

      Buyer may
from time to time prepay all or any portion of the principal of this Note
without premium or penalty.  Unless otherwise agreed to in writing, or
otherwise required by applicable law, payments will be applied first to
principal, and then to any remaining amount for any unpaid collection costs,
delinquency charges and other charges; provided, however, upon delinquency or
other Event of Default (as hereinafter defined), Seller reserves the right to
apply payments among principal, delinquency charges, collection costs and other
charges, at its discretion.  All prepayments shall be applied to the
indebtedness owing in such order and manner as Seller may from time to time
determine in its sole discretion.  All payments and prepayments of
principal on this Note shall be made in lawful money of the United States of
America in immediately available funds, at such other place as the holder of
this Note shall designate in writing to Buyer.  If any payment of
principal on this Note shall become due on a day which is not a Business Day (as
hereinafter defined), such payment shall be made on the next succeeding Business
Day.  As used herein, the term “Business Day” shall
mean any day other than a Saturday, Sunday or any other day on which national
banking associations are authorized to be closed.  The books and
records of Seller shall be prima facie evidence of all
outstanding principal on this Note.

       

      Documents.

       

      This Note
has been executed and delivered pursuant to that certain Supplemental Share
Purchase Agreement, dated February 12, 2009 (the “Agreement”), by and
among Buyer, Seller, Pacific
Dragon Fertilizer Co. Ltd., a company organized under the laws of the
PRC, Yu
Chang, an individual residing in the PRC and Xiao
Rong Teng, an individual residing in the PRC.

       

      This
Note, the Agreement and all other documents evidencing, securing, governing,
guaranteeing and/or pertaining to this Note, including but not limited to those
documents described above, are hereinafter collectively referred to as the
“Documents.”  The
holder of this Note is entitled to the benefits and security provided in the
Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Event of
Default.

       

      Buyer
agrees that upon the occurrence of any one or more of the following events of
default (“Event of
Default”):

       

      (a)      failure
of Buyer to pay the principal on this Note or on any other indebtedness of Buyer
to Seller when due; or

       

      (b)      the
occurrence of any event of default specified in any of the other Documents;
or

       

      (c)      the
bankruptcy or insolvency of, the assignment for the benefit of creditors by, or
the appointment of a receiver for any of the property of, or the liquidation,
termination, dissolution or death or legal incapacity of, any party liable for
the payment of this Note, whether as maker, endorser, guarantor, surety or
otherwise;

       

      The
holder of this Note may, at its option, without further notice or demand, (i)
declare the outstanding principal balance on this Note at once due and payable,
(ii) foreclose all liens securing payment hereof, (iii) pursue any and all other
rights, remedies and recourses available to the holder hereof, including but not
limited to any such rights, remedies or recourses under the Documents, at law or
in equity, or (iv) pursue any combination of the foregoing.

       

      The
failure to exercise the option to accelerate the maturity of this Note or any
other right, remedy or recourse available to the holder hereof upon the
occurrence of an Event of Default hereunder shall not constitute a waiver of the
right of the holder of this Note to exercise the same at that time or at any
subsequent time with respect to such Event of Default or any other Event of
Default.  The rights, remedies and recourses of the holder hereof, as
provided in this Note and in any of the other Documents, shall be cumulative and
concurrent and may be pursued separately, successively or together as often as
occasion therefore shall arise, at the sole discretion of the holder
hereof.  The acceptance by the holder hereof of any payment under this
Note which is less than the payment in full of all amounts due and payable at
the time of such payment shall not (i) constitute a waiver of or impair, reduce,
release or extinguish any right, remedy or recourse of the holder hereof, or
nullify any prior exercise of any such right, remedy or recourse, or (ii)
impair, reduce, release or extinguish the obligations of any party liable under
any of the Documents as originally provided herein or therein.

       

      Miscellaneous.

       

      This Note
and all of the other Documents are intended to be performed in accordance with,
and only to the extent permitted by, all applicable laws.  If any
provision hereof or of any of the other Documents or the application thereof to
any person or circumstance shall, for any reason and to any extent, be invalid
or unenforceable, neither the application of such provision to any other person
or circumstance nor the remainder of the instrument in which such provision is
contained shall be affected thereby and shall be enforced to the greatest extent
permitted by law.  It is expressly stipulated and agreed to be the
intent of the holder hereof to at all times comply with applicable laws now or
hereafter governing the indebtedness evidenced by this Note.

       

      If this
Note is placed in the hands of an attorney for collection, or is collected in
whole or in part by suit or through probate, bankruptcy or other legal
proceedings of any kind, Buyer agrees to pay, in addition to all other sums
payable hereunder, all costs and expenses of collection, including but not
limited to reasonable attorneys’ fees.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Buyer and
any and all endorsers and guarantors of this Note severally waive presentment
for payment, notice of nonpayment, protest, demand, notice of protest, notice of
intent to accelerate, notice of acceleration and dishonor, diligence in
enforcement and indulgences of every kind and without further notice hereby
agree to renewals, extensions, exchanges or releases of collateral, taking of
additional collateral, indulgences or partial payments, either before or after
maturity.

       

      This
Note has been executed under, and shall be construed and enforced in accordance
with, the laws of the State of New York.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Buyer:

                                
	 	 
	 
      	
                                  Tailong
      Holding Company Limited

                                
	 	 	 
	 
      	
                                  By:

                                	 
      
	 
      	
                                  Name:

                                	 
      
	 
      	
                                  Title: