Unassociated Document


    
      Exclusive
Option Agreement

      


      This
Exclusive Option Agreement (“this Agreement”) is executed by and
among the Parties below as of July 12, 2010, in the People’s Republic of China
(“China”):

      


      
        	
                Party A:

              	
                Henan Sky
      Fortune Ecological Technology Co., Ltd., a wholly foreign owned
      enterprise duly registered in China, with its address at Floor 4, Building
      23, No. 1 Cuizhu Street, High and New Technology Industrial Development
      Zone, Zhengzhou, Henan Province,
P.R.China;

              


      

      


      
        	
                Party B:

              	
                ___________, a citizen
      of the China with Chinese identification No.: ______________;
      and

              


      

      


      
        	
                Party C:

              	
                Jiaozuo Yida Vegetable Oil Co.,
      Ltd., a
      limited liability company organized and existing under the laws of China,
      with its address at West Fengshou Road,
Jiaozuo.

              


      

      


      In this
Agreement, each of Party A, Party B and Party C shall be referred to as a
“Party” respectively, and they shall be collectively referred to as the
“Parties”.

       

    

    Whereas:

    


    1.       Party
B is a shareholder of Party C and holds certain percentage of the equity
interest in Party C;

    


    2.       Party
B agrees to grant Party A an exclusive right through this Contract, and Party A
agrees to accept such exclusive right to purchase all or part equity interest
held by Party B in Party C.

    


    Now
therefore, upon mutual discussion and negotiation, the Parties have reached the
following agreement:

    


    1.       Sale and Purchase of Equity
Interest

    


    1.1 Option
Granted

    


    In
consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of
which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party
A an irrevocable and exclusive right to purchase, or designate one or more
persons (each, a “Designee”) to purchase the
equity interests in Party C now or then held by Party B (regardless whether
Party B’s capital contribution and/or percentage of shareholding is changed or
not in the future) once or at multiple times at any time in part or in whole at
Party A's sole and absolute discretion to the extent permitted by Chinese laws
and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase
Option”). Except for Party A and the Designee(s), no other person shall
be entitled to the Equity Interest Purchase Option or other rights with respect
to the equity interests of Party B. Party C hereby agrees to the grant by Party
B of the Equity Interest Purchase Option to Party A. The term “person” as used
herein shall refer to individuals, corporations, partnerships, partners,
enterprises, trusts or any other type of economic entity.


    
      
         


      

      
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    1.2               Steps for Exercise of Equity
Interest Purchase Option

    


    Subject
to the provisions of the laws and regulations of China, Party A may exercise the
Equity Interest Purchase Option by issuing a written notice to Party B (the
“Equity Interest Purchase
Option Notice”), specifying: (a) Party A's decision to exercise the
Equity Interest Purchase Option; (b) the portion of equity interests to be
purchased from Party B (the “Optioned Interests”); and (c)
the date for purchasing the Optioned Interests.

    


    1.3               Equity Interest Purchase
Price

    


    Unless an
appraisal is required by the laws of China applicable to the Equity Interest
Purchase Option when exercised by Party A, the purchase price of the Optioned
Interests (the “Equity Interest
Purchase Price”) shall equal the actual capital contributions paid in the
registered capital of Party C by Party B for the Optioned
Interests.

    


    1.4               Transfer of Optioned
Interests

    


    For each
exercise of the Equity Interest Purchase Option:

    


    1.4.1                  Party
B shall cause Party C to promptly convene a shareholders meeting, at which a
resolution shall be adopted approving Party B's transfer of the Optioned
Interests to Party A and/or the Designee(s);

    


    1.4.2                  Party
B shall obtain written statements from the other shareholders of Party C giving
consent to the transfer of the equity interest to Party A and/or the Designee(s)
and waiving any right of first refusal related thereto.

    


    1.4.3                  Party
B shall execute a share transfer contract with respect to each transfer with
Party A and/or each Designee (whichever is applicable), in accordance with the
provisions of this Agreement and the Equity Interest Purchase Option Notice
regarding the Optioned Interests;


    
      
         


      

      
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    1.4.4                  The
relevant Parties shall execute all other necessary contracts, agreements or
documents, obtain all necessary government licenses and permits and take all
necessary actions to transfer valid ownership of the Optioned Interests to Party
A and/or the Designee(s), unencumbered by any security interests, and cause
Party A and/or the Designee(s) to become the registered owner(s) of the Optioned
Interests. For the purpose of this Section and this Agreement, “security
interests” shall include securities, mortgages, third party's rights or
interests, any stock options, acquisition right, right of first refusal, right
to offset, ownership retention or other security arrangements, but shall be
deemed to exclude any security interest created by this Agreement and Party B’s
Equity Interest Pledge Agreement. “Party B’s Equity Interest Pledge Agreement”
as used in this Section and this Agreement shall refer to the Equity Interest
Pledge Agreement executed by and among Party A, Party B and Party C on the date
of this Agreement, whereby Party B pledges all of its equity interests in Party
C to Party A, in order to guarantee Party C's performance of its obligations
under the Exclusive Business Corporation Agreement executed by and between Party
C and Party A.

    


    2.       Covenants

    


    2.1               Covenants regarding Party
C

    


    Party B (as a shareholder of
Party C) and Party C hereby covenant as follows:

    


    2.1.1                  Without
the prior written consent of Party A, they shall not in any manner supplement,
change or amend the articles of association and bylaws of Party C, increase or
decrease its registered capital, or change its structure of registered capital
in other manners;

    


    2.1.2                  They
shall maintain Party C's corporate existence in accordance with good financial
and business standards and practices by prudently and effectively operating its
business and handling its affairs;

    


    2.1.3                  Without
the prior written consent of Party A, they shall not at any time following the
date hereof, sell, transfer, mortgage or dispose of in any manner any assets of
Party C or legal or beneficial interest in the business or revenues of Party C,
or allow the encumbrance thereon of any security interest;

    


    2.1.4                  Without
the prior written consent of Party A, they shall not incur, inherit, guarantee
or suffer the existence of any debt, except for (i) debts incurred in the
ordinary course of business other than through loans; and (ii) debts disclosed
to Party A for which Party A's written consent has been obtained;

    


    2.1.5                  They
shall always operate all of Party C’s businesses during the ordinary course of
business to maintain the asset value of Party C and refrain from any
action/omission that may affect Party C's operating status and asset
value;

    


    2.1.6                  Without
the prior written consent of Party A, they shall not cause Party C to execute
any major contract, except the contracts in the ordinary course of business (for
purpose of this subsection, a contract with a value exceeding RMB 100,000 shall
be deemed a major contract);


    
      
         


      

      
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    2.1.7                  Without
the prior written consent of Party A, they shall not cause Party C to provide
any person with any loan or credit;

    


    2.1.8                  They
shall provide Party A with information on Party C's business operations and
financial condition at Party A's request;

    


    2.1.9                  If
requested by Party A, they shall procure and maintain insurance in respect of
Party C's assets and business from an insurance carrier acceptable to Party A,
at an amount and type of coverage typical for companies that operate similar
businesses;

    


    2.1.10                Without
the prior written consent of Party A, they shall not cause or permit Party C to
merge, consolidate with, acquire or invest in any person;

    


    2.1.11                They
shall immediately notify Party A of the occurrence or possible occurrence of any
litigation, arbitration or administrative proceedings relating to Party C's
assets, business or revenue;

    


    2.1.12                To
maintain the ownership by Party C of all of its assets, they shall execute all
necessary or appropriate documents, take all necessary or appropriate actions
and file all necessary or appropriate complaints or raise necessary and
appropriate defenses against all claims;

    


    2.1.13                Without
the prior written consent of Party A, they shall ensure that Party C shall not
in any manner distribute dividends to its shareholders, provided that upon Party
A’s written request, Party C shall immediately distribute all distributable
profits to its shareholders; and

    


    2.1.14                At
the request of Party A, they shall appoint any persons designated by Party A as
the director and/or executive director of Party C.

    


    2.2              
Covenants of Party B
and Party C

    


    Party B
hereby covenants as follows:

    


    2.2.1                  Without
the prior written consent of Party A, Party B shall not sell, transfer, mortgage
or dispose of in any other manner any legal or beneficial interest in the equity
interests in Party C held by Party B, or allow the encumbrance thereon of any
security interest, except for the pledge placed on these equity interests in
accordance with Party B's Equity Interest Pledge Agreement;


    
      
         


      

      
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    2.2.2                  Party
B shall cause the shareholders' meeting and/or the board of directors and/or
executive director of Party C not to approve the sale, transfer, mortgage or
disposition in any other manner of any legal or beneficial interest in the
equity interests in Party C held by Party B, or allow the encumbrance thereon of
any security interest, without the prior written consent of Party A, except for
the pledge placed on these equity interests in accordance with Party B's Equity
Interest Pledge Agreement;

    


    2.2.3                  Party
B shall cause the shareholders' meeting or the board of directors and/or
executive director of Party C not to approve the merger or consolidation with
any person, or the acquisition of or investment in any person, without the prior
written consent of Party A;

    


    2.2.4                  Party
B shall immediately notify Party A of the occurrence or possible occurrence of
any litigation, arbitration or administrative proceedings relating to the equity
interests in Party C held by Party B;

    


    2.2.5                  Party
B shall cause the shareholders' meeting or the board of directors and/or
executive director of Party C to vote their approval of the transfer of the
Optioned Interests as set forth in this Agreement and to take any and all other
actions that may be requested by Party A;

    


    2.2.6                  To
the extent necessary to maintain Party B's ownership in Party C, Party B shall
execute all necessary or appropriate documents, take all necessary or
appropriate actions and file all necessary or appropriate complaints or raise
necessary and appropriate defenses against all claims;

    


    2.2.7                  Party
B shall appoint any designee of Party A as the director and/or executive
director of Party C, at the request of Party A;

    


    2.2.8                  At
the request of Party A at any time, Party B shall promptly and unconditionally
transfer its equity interests in Party C to Party A's Designee(s) in accordance
with the Equity Interest Purchase Option under this Agreement, and Party B
hereby waives its right of first refusal (if any) to the share transfer by the
other existing shareholder of Party C (if any); and

    


    2.2.9                  Party
B shall strictly abide by the provisions of this Agreement and other contracts
jointly or separately executed by and among Party B, Party C and Party A,
perform the obligations hereunder and thereunder, and refrain from any
action/omission that may affect the effectiveness and enforceability thereof. To
the extent that Party B has any remaining rights with respect to the equity
interests subject to this Agreement hereunder or under Party B's Equity Interest
Pledge Agreement or under the Power of Attorney granted in favor of Party A,
Party B shall not exercise such rights except in accordance with the written
instructions of Party A.


    
      
         


      

      
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    3.        Representations and
Warranties

    


    Party B
and Party C hereby represent and warrant to Party A, jointly and severally, as
of the date of this Agreement and each date of transfer of the Optioned
Interests, that:

    


    3.1               They
have the authority to execute and deliver this Agreement and any share transfer
contracts to which they are a party concerning the Optioned Interests to be
transferred thereunder (each, a “Transfer Contracts”), and to
perform their obligations under this Agreement and any Transfer Contracts. Party
B and Party C agree to enter into Transfer Contracts consistent with the terms
of this Agreement upon Party A’s exercise of the Equity Interest Purchase
Option. This Agreement and the Transfer Contracts to which Party B and Party C
are a party constitute or will constitute their legal, valid and binding
obligations and shall be enforceable against them in accordance with the
provisions thereof;

    


    3.2               The
execution and delivery of this Agreement or any Transfer Contracts and the
obligations under this Agreement or any Transfer Contracts shall not: (i) be
inconsistent with the articles of association, bylaws or other organizational
documents of Party C; (ii) cause the violation of any contracts or instruments
to which they are a party or which are binding on them, or constitute any breach
under any contracts or instruments to which they are a party or which are
binding on them; (iii) cause any violation of any condition for the grant and/or
continued effectiveness of any licenses or permits issued to either of them; or
(iv) cause the suspension or revocation of or imposition of additional
conditions to any licenses or permits issued to either of them;

    


    3.3               Party
B has a good and merchantable title to the equity interests in Party C he holds.
Except for Party B's Equity Interest Pledge Agreement, Party B has not placed
any security interest on such equity interests;

    


    3.4               Party
C has a good and merchantable title to all of its assets, and has not placed any
security interest on the aforementioned assets;

    


    3.5               Party
C does not have any outstanding debts, except for (i) debt incurred in the
ordinary course of business; and (ii) debts disclosed to Party A for which Party
A's written consent has been obtained;

    


    3.6               Party
C has complied with all laws and regulations of China applicable to asset
acquisitions; and

    


    3.7               There
are no pending or threatened litigation, arbitration or administrative
proceedings relating to the equity interests in Party C, assets of Party C or
Party C.


    
      
         


      

      
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    4.       Effective
Date

    


    
      This
Agreement shall become effective upon the date hereof, and remain effective for
a term of 10 years, and may be renewed for an additional 10 years at Party A's
election.

    

    


    5.       Governing Law and Resolution
of Disputes

    


    5.1          Governing
law

     

    The
execution, effectiveness, construction, performance, amendment and termination
of this Agreement and the resolution of disputes hereunder shall be governed by
the formally published and publicly available laws of China. Matters not covered
by formally published and publicly available laws of China shall be governed by
international legal principles and practices.

    


    5.2          Methods of Resolution of
Disputes

    


    In the
event of any dispute with respect to the construction and performance of this
Agreement, the Parties shall first resolve the dispute through friendly
negotiations. In the event the Parties fail to reach an agreement on the dispute
within 30 days after either Party's request to the other Parties for resolution
of the dispute through negotiations, either Party may submit the relevant
dispute to the Zhengzhou Arbitration Commission for arbitration, in accordance
with its then effective arbitration rules. The arbitration shall be conducted in
Zhengzhou, and the language used in arbitration shall be Chinese. The
arbitration award shall be final and binding on all Parties.

    


    6.       Taxes and
Fees

    


    Each
Party shall pay any and all transfer and registration tax, expenses and fees
incurred thereby or levied thereon in accordance with the laws of China in
connection with the preparation and execution of this Agreement and the Transfer
Contracts, as well as the consummation of the transactions contemplated under
this Agreement and the Transfer Contracts.

    


    7.       Notices

    


    7.1              All
notices and other communications required or permitted to be given pursuant to
this Agreement shall be delivered personally or sent by registered mail, postage
prepaid, by a commercial courier service or by facsimile transmission to the
address of such Party set forth below.  A confirmation copy of each
notice shall also be sent by email.  The dates on which notices shall
be deemed to have been effectively given shall be determined as
follows:


    
      
         


      

      
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    7.1.1                    Notices
given by personal delivery, by courier service or by registered mail, postage
prepaid, shall be deemed effectively given on the date of delivery or refusal at
the address specified for notices.

    


    7.1.2                    Notices
given by facsimile transmission shall be deemed effectively given on the date of
successful transmission (as evidenced by an automatically generated confirmation
of transmission).

    


    7.2               For
the purpose of notices, the addresses of the Parties are as
follows:

    


    
      Party
A:   Henan Sky
Fortune Ecological Technology Co., Ltd.

    

    
      Address:  Floor
4, Building 23, No. 1 Cuizhu Street, High and New

      Technology
Industrial Development Zone, Zhengzhou, Henan

      Province,
P.R.China

    

    
      Attn:

    

    
      Phone:

    

    
      Facsimile:

    

    E-mail:

    


    
      Party
B:    _________

    

    


    
      Address:

    

    Phone:                   

    Facsimile:

    
      E-mail:

    

    


    
      Party
C:    Jiaozuo Yida Vegetable Oil Co.,
Ltd.

    

    
      Address:    West
Fengshou Road, Jiaozuo

    

    
      Attn:

    

    
      Phone:

    

    
      Facsimile:

    

    E-mail:

    


    7.3               Any
Party may at any time change its address for notices by a notice delivered to
the other Parties in accordance with the terms hereof.


    
      
         


      

      
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    8.        Confidentiality

    


    
      The
Parties acknowledge that any oral or written information exchanged among them
with respect to this Agreement is confidential information. Each Party shall
maintain the confidentiality of all such information, and without obtaining the
written consent of other Parties, it shall not disclose any relevant information
to any third parties, except in the following circumstances: (a) such
information is or will be in the public domain (provided that this is not the
result of a public disclosure by the receiving party); (b) information disclosed
as required by applicable laws or rules or regulations of any stock exchange; or
(c) information required to be disclosed by any Party to its legal counsel or
financial advisor regarding the transaction contemplated hereunder, and such
legal counsel or financial advisor are also bound by confidentiality duties
similar to the duties in this section. Disclosure of any confidential
information by the staff members or agency hired by any Party shall be deemed
disclosure of such confidential information by such Party, which Party shall be
held liable for breach of this Agreement. This Section shall survive the
termination of this Agreement for any reason.

    

    


    9.        Further
Warranties

    


    The
Parties agree to promptly execute documents that are reasonably required for or
are conducive to the implementation of the provisions and purposes of this
Agreement and take further actions that are reasonably required for or are
conducive to the implementation of the provisions and purposes of this
Agreement.

    


    10.      Miscellaneous

    


    10.1         Amendment, change and
supplement

    


    Any
amendment, change and supplement to this Agreement shall require the execution
of a written agreement by all of the Parties.

    


    10.2         Entire
agreement

    


    Except
for the amendments, supplements or changes in writing executed after the
execution of this Agreement, this Agreement shall constitute the entire
agreement reached by and among the Parties hereto with respect to the subject
matter hereof, and shall supercede all prior oral and written consultations,
representations and contracts reached with respect to the subject matter of this
Agreement.

    


    10.3         Headings

    


    The
headings of this Agreement are for convenience only, and shall not be used to
interpret, explain or otherwise affect the meanings of the provisions of this
Agreement.

    


    10.4         Language

    


    This
Agreement is written in both Chinese and English language in three copies, each
Party having one copy with equal legal validity; in case there is any conflict
between the Chinese version and the English version, the Chinese version shall
prevail.


    
      
         


      

      
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    10.5         Severability

    


    In the
event that one or several of the provisions of this Agreement are found to be
invalid, illegal or unenforceable in any aspect in accordance with any laws or
regulations, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not be affected or compromised in any
respect. The Parties shall strive in good faith to replace such invalid, illegal
or unenforceable provisions with effective provisions that accomplish to the
greatest extent permitted by law and the intentions of the Parties, and the
economic effect of such effective provisions shall be as close as possible to
the economic effect of those invalid, illegal or unenforceable
provisions.

    


    10.6         Successors

    


    This
Agreement shall be binding on and shall inure to the interest of the respective
successors of the Parties and the permitted assigns of such
Parties.

    


    10.           Survival

    


    10.7.1            Any
obligations that occur or that are due as a result of this Agreement upon the
expiration or early termination of this Agreement shall survive the expiration
or early termination thereof.

    


    10.7.2            The
provisions of Sections 5, 7, 8 and this Section 10.7 shall survive the
termination of this Agreement.

    


    10.8         Waivers

    


    Any Party
may waive the terms and conditions of this Agreement, provided that such a
waiver must be provided in writing and shall require the signatures of the
Parties. No waiver by any Party in certain circumstances with respect to a
breach by other Parties shall operate as a waiver by such a Party with respect
to any similar breach in other circumstances.

    


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    IN
WITNESS WHEREOF, the Parties have executed, or caused their respective duly
authorized representatives to execute, this Exclusive Option Agreement as of the
date first above written.

    
 

    
      
        
          	
                  Party
      A: Henan Sky Fortune
      Ecological Technology Co., Ltd.

                
	 
      
	
                  By:

                	 
      
	
                  Name:
      Feng Hexi

                
	
                  Title:Legal
      Representative

                
	 
      
	
                  Party
  B:

                
	 
      
	
                  By:

                	 
      
	 
      
	
                  Party C: Jiaozuo Yida Vegetable Oil Co.,
      Ltd.

                
	 
      
	
                  By:

                	 
      
	
                  Name:
      Feng Hexi

                
	
                  Title:Legal
      Representative

                


        

      

    


    
      
         


      

      
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