Unassociated Document


    EXHIBIT
      10.2


    


    SERIES
      A CONVERTIBLE PREFERRED STOCK PURCHASE

     

    AGREEMENT

     

    Dated
      as of October 3, 2007

     

    among

     

    VICTORY
      DIVIDE MINING COMPANY

     

    and

     

    THE
      PURCHASERS LISTED ON EXHIBIT A

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              ARTICLE
                I

            	
              Purchase
                and Sale of Preferred Stock

            	
              4

            
	
              Section
                1.1

            	
              Purchase
                and Sale of Stock

            	
              4

            
	
              Section
                1.2

            	
              Warrants

            	
              4

            
	
              Section
                1.3

            	
              Conversion
                Shares

            	
              5

            
	
              Section
                1.4

            	
              Purchase
                Price and Closing

            	
              5

            
	
              Section
                1.5

            	
              Share
                Exchange Transaction

            	
              6

            
	
              Section
                1.6

            	
              Adjustment
                in Per Share Purchase Price

            	
              6

            
	
              ARTICLE
                II

            	
              Representations
                and Warranties

            	
              6

            
	
              Section
                2.1

            	
              Representations
                and Warranties of the Company

            	
              6

            
	
              Section
                2.2

            	
              Representations
                and Warranties of the Purchasers

            	
              18

            
	
              ARTICLE
                III

            	
              Covenants

            	
              21

            
	
              Section
                3.1

            	
              Securities
                Compliance

            	
              21

            
	
              Section
                3.2

            	
              Registration
                and Listing

            	
              21

            
	
              Section
                3.3

            	
              Inspection
                Rights

            	
              21

            
	
              Section
                3.4

            	
              Compliance
                with Laws

            	
              22

            
	
              Section
                3.5

            	
              Keeping
                of Records and Books of Account

            	
              22

            
	
              Section
                3.6

            	
              Reporting
                Requirements

            	
              22

            
	
              Section
                3.7

            	
              Amendments

            	
              22

            
	
              Section
                3.8

            	
              Other
                Agreements

            	
              23

            
	
              Section
                3.9

            	
              Distributions

            	
              23

            
	
              Section
                3.10

            	
              Use
                of Proceeds

            	
              23

            
	
              Section
                3.11

            	
              Reservation
                of Shares

            	
              23

            
	
              Section
                3.12

            	
              Transfer
                Agent Instructions

            	
              23

            
	
              Section
                3.13

            	
              Disposition
                of Assets

            	
              24

            
	
              Section
                3.14

            	
              Reporting
                Status

            	
              24

            


    

    


    
      
        
          
          

        

        
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              Section
                3.15 

            	
              Disclosure
                of Transaction

            	
              24

            
	
              Section
                3.16

            	
              Disclosure
                of Material Information

            	
              24

            
	
              Section
                3.17

            	
              Pledge
                of Securities

            	
              24

            
	
              Section
                3.18

            	
              Form
                SB-2 Eligibility

            	
              25

            
	
              Section
                3.19

            	
              Lock-Up
                Agreement

            	
              25

            
	
              Section
                3.20

            	
              Investor
                and Public Relations Escrow

            	
              25

            
	
              Section
                3.22

            	
              DTC

            	
              26

            
	
              Section
                3.23

            	
              Subsequent
                Financings.

            	
              26

            
	
              Section
                3.24

            	
              Sarbanes-Oxley
                Act

            	
              28

            
	
              Section
                3.25

            	
              Exchange
                Listing

            	
              28

            
	
              Section
                3.26

            	
              No
                Commissions in connection with Conversion of Preferred
                Shares

            	
              29

            
	
              ARTICLE
                IV

            	
              CONDITIONS

            	
              30

            
	
              Section
                4.1

            	
              Conditions
                Precedent to the Obligation of the Company to Sell the
                Shares

            	
              30

            
	
              Section
                4.2

            	
              Conditions
                Precedent to the Obligation of the Purchasers to Purchase the
                Shares

            	
              30

            
	
              ARTICLE
                V

            	
              Stock
                Certificate Legend

            	
              33

            
	
              Section
                5.1

            	
              Legend

            	
              33

            
	
              ARTICLE
                VI

            	
              Indemnification

            	
              35

            
	
              Section
                6.1

            	
              General
                Indemnity

            	
              35

            
	
              Section
                6.2

            	
              Indemnification
                Procedure

            	
              35

            
	
              ARTICLE
                VII

            	
              Miscellaneous

            	
              36

            
	
              Section
                7.1

            	
              Fees
                and Expenses

            	
              36

            
	
              Section
                7.2

            	
              Specific
                Enforcement, Consent to Jurisdiction.

            	
              36

            
	
              Section
                7.3

            	
              Entire
                Agreement; Amendment

            	
              37

            


    

    


    
      
        
          
          

        

        
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              Section
                7.4

            	
              Notices

            	
              37

            
	
              Section
                7.5

            	
              Waivers

            	
              38

            
	
              Section
                7.6

            	
              Headings

            	
              38

            
	
              Section
                7.7

            	
              Successors
                and Assigns

            	
              38

            
	
              Section
                7.8

            	
              No
                Third Party Beneficiaries

            	
              38

            
	
              Section
                7.9

            	
              Governing
                Law

            	
              39

            
	
              Section
                7.10

            	
              Survival

            	
              39

            
	
              Section
                7.11

            	
              Counterparts

            	
              39

            
	
              Section
                7.12

            	
              Publicity

            	
              39

            
	
              Section
                7.13

            	
              Severability

            	
              39

            
	
              Section
                7.14

            	
              Further
                Assurances

            	
              39

            


    

     

    


    


    
      
        
          
          

        

        
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    SERIES
      A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

     

    This
      SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”),
      is
      dated as of October 3, 2007 by and among Victory Divide Mining Company, a Nevada
      corporation (the “Company”),
      and
      each of the Purchasers of shares of Series A Convertible Preferred Stock of
      the
      Company whose names are set forth on Exhibit
      A
      hereto
      (individually, a “Purchaser”
and
      collectively, the “Purchasers”).

     

    The
      parties hereto agree as follows:

     

    ARTICLE
      I

     

    Purchase
      and Sale of Preferred Stock

     

    Section
      1.1 Purchase
      and Sale of Stock.
      Upon
      the following terms and conditions, the Company shall issue and sell to the
      Purchasers and each of the Purchasers shall purchase from the Company, the
      number of shares of the Company’s Series A Convertible Preferred Stock, par
      value $0.001 per share the “Preferred
      Shares”
at
      a
      purchase price of $2.15 per share (subject to adjustment as set forth in Section
      1.6 hereof) convertible into shares of the Company’s common stock, par value
      $0.001 per share (the “Common
      Stock”),
      in
      the amounts set forth opposite such Purchaser’s name on Exhibit
      A
      hereto.
      The designation, rights, preferences and other terms and provisions of the
      Series A Convertible Preferred Stock are set forth in the Series A Certificate
      of Designation of the Relative Rights and Preferences of the Series A
      Convertible Preferred Stock attached hereto as Exhibit
      B
      (the
“Series
      A Certificate of Designation”).
      The
      Company and the Purchasers are executing and delivering this Agreement in
      accordance with and in reliance upon the exemption from securities registration
      afforded by Rule 506 of Regulation D (“Regulation
      D”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“Commission”)
      under
      the Securities Act of 1933, as amended (the “Securities
      Act”)
      or
      Section 4(2) of the Securities Act.

     

    Section
      1.2 Warrants.
      Upon
      the following terms and conditions and for no additional consideration, except
      in the case of the Series J Warrants (as hereinafter defined), (i) each of
      the
      Purchasers shall be issued (x) Series A Warrants, in substantially the form
      attached hereto as Exhibit C-1 (the “Series
      A Warrants”),
      to
      purchase the number of shares of Common Stock equal to one hundred percent
      (100%) of the number of shares of Common Stock issuable upon conversion of
      the
      Preferred Shares purchased by each Purchaser pursuant to the terms of this
      Agreement, as set forth opposite such Purchaser’s name on Exhibit
      A
      hereto,
      (y) Series B Warrants, in substantially the form attached hereto as Exhibit
      C-2 (the “Series
      B Warrants”)
      to
      purchase the number of shares of Common Stock equal to fifty percent (50%)
      of
      the number of shares of Common Stock issuable upon conversion of the Preferred
      Shares purchased by each Purchaser pursuant to the terms of this Agreement,
      as
      set forth opposite such Purchaser’s name on Exhibit
      A
      hereto
      and (ii) each Purchaser who purchases not less than $4,000,000 Preferred Shares,
      shall also be issued (x) a Series J Warrant, in substantially the form attached
      hereto as Exhibit C-3 (the “Series
      J Warrant”),
      to
      purchase such number of Series B Convertible Preferred Shares, par value $0.001
      per share (the “Series
      B Shares”)
      equal
      to the Purchase Price (as defined below) paid by such Purchaser pursuant to
      this
      Agreement as set forth opposite such Purchaser’s name on Exhibit
      A
      hereto
      divided by $2.37 or, if the Purchase Price is reduced, 110% of the adjusted
      per
      share Purchase Price as determined in accordance with Section 1.6 hereof, (y)
      a
      Series C Warrant, in substantially the form attached hereto as Exhibit C-4
      (the
“Series
      C Warrant”)
      to
      purchase the number of shares of Common Stock equal to one hundred percent
      (100%) of the number of Series B Shares purchased by such Purchaser pursuant
      to
      the Series J Warrant, and (z) a Series D Warrant, in substantially the form
      attached hereto as Exhibit C-5 (the “Series
      D Warrant”
and,
      together with the Series B Warrants, the Series A Warrants, the Series J Warrant
      and the Series C Warrant, the “Warrants”)
      to
      purchase the number of shares of Common Stock equal to fifty percent (50%)
      of
      the number of Series B Shares purchased by such Purchasers pursuant to the
      Series J Warrant. The Warrants shall expire five (5) years following the Closing
      Date, except for the Series J Warrant, which shall expire upon eighteen (18)
      months following the Closing Date. Each of the Warrants shall have an exercise
      price per share equal to the Warrant Price (as defined in the applicable
      Warrant).

    


    
      
        
          
          

        

        
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    Section
      1.3 Conversion
      Shares.
      The
      Company has authorized and has reserved and covenants to continue to reserve,
      free of preemptive rights and other similar contractual rights of stockholders,
      a number of shares of Common Stock equal to one hundred fifty percent (150%)
      of
      the number of shares of Common Stock as shall from time to time be sufficient
      to
      effect the conversion of all of the Preferred Shares and exercise of the
      Warrants then outstanding. Any shares of Common Stock issuable upon conversion
      of the Preferred Shares and exercise of the Warrants (and such shares when
      issued) are herein referred to as the “Conversion
      Shares”
and
      the
“Warrant
      Shares”,
      respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares
      are sometimes collectively referred to as the “Shares”.

     

    Section
      1.4 Purchase
      Price and Closing.
      Subject
      to the terms and conditions hereof, the Company agrees to issue and sell to
      the
      Purchasers and, in consideration of and in express reliance upon the
      representations, warranties, covenants, terms and conditions of this Agreement,
      the Purchasers, severally but not jointly, agree to purchase the Preferred
      Shares and the Warrants for an aggregate purchase price of $21,500,000 (the
      “Purchase
      Price”).
      The
      closing of the purchase and sale of the Preferred Shares and the Warrants to
      be
      acquired by the Purchasers from the Company under this Agreement shall take
      place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York
      10154 (the “Closing”)
      at
      10:00 a.m., New York time on such date as the Purchasers and the Company may
      agree upon; provided,
      that
      (i) all of the conditions set forth in Article IV hereof and applicable to
      the
      Closing shall have been fulfilled or waived in accordance herewith and (ii)
      the
      Purchase Price has been deposited in escrow, in accordance the terms of the
      Escrow Agreement (the “Closing
      Date”).
      In no
      event shall the Closing take place until the total Purchase Price has been
      deposited in the escrow account; provided,
      however,
      that if
      the Company receives prior written instructions from Vision to consummate the
      transactions contemplated by this Agreement prior to receipt of the total
      Purchase Price, the Closing shall occur subject to the per share Purchase Price
      adjustments as determined in accordance with Section 1.6 hereof. Subject to
      the
      terms and conditions of this Agreement, at the Closing the Company shall deliver
      or cause to be delivered to each Purchaser (x) a certificate for the number
      of
      Preferred Shares set forth opposite the name of such Purchaser on Exhibit
      A
      hereto,
      (y) its Warrants to purchase such number of shares of Common Stock and Series
      B
      Shares, as the case may be, as is set forth opposite the name of such Purchaser
      on Exhibit
      A
      attached
      hereto and (z) any other documents required to be delivered pursuant to Article
      IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price
      by
      wire transfer to the escrow account pursuant to the Escrow Agreement (as
      hereafter defined). In addition, the parties acknowledge that Five Hundred
      Thousand Dollars ($500,000) of the Purchase Price funded on the Closing Date
      shall be deposited into a separate escrow account pursuant to the Investor
      and
      Public Relations Escrow Agreement (as hereinafter defined) to be used by the
      Company in connection with investor and public relations and securities law
      compliance, in accordance with Section 3.20 hereof.

    


    
      
        
          
          

        

        
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    Section
      1.5 Share
      Exchange Transaction.
      The
      parties acknowledge that immediately prior to the consummation of the
      transactions contemplated by this Agreement, the Company will issue shares
      of
      its Common Stock to Winner State Investments Limited, a company organized in
      the
      British Virgin Islands (“Winner
      State”),
      pursuant to that certain Share Exchange Agreement dated as of the date hereof
      by
      and among the Company and Winner State (the “Share
      Exchange Agreement”),
      and
      upon the consummation of the transactions contemplated by the Share Exchange
      Agreement, Faith Winner Investments Limited, a company organized in the British
      Virgin Islands and a direct wholly-owned subsidiary of Winner State immediately
      prior to the consummation of the transactions contemplated by the Share Exchange
      Agreement, will become a wholly-owned subsidiary of the Company (the
“Share
      Exchange Transaction”).

     

    Section
      1.6 Adjustment
      in Purchase Price. It
      is
      hereby acknowledged and agreed by the Company and each of the Purchasers that
      the pre-money valuation of Yanglin Soybean Group (“Yanglin”) is $43,000,000 (the
“Pre-Money
      Valuation”).
      In
      the event that at the time of the Closing, the aggregate Purchase Price in
      the
      amount of $21,500,000 has not been deposited in the escrow account pursuant
      to
      the Escrow Agreement, the per share Purchase Price of $2.15 shall be reduced
      to
      such number that is the quotient of (x) the sum of (i) the Pre-Money Valuation
      and (ii) the
      amount of the Purchase Price that has been deposited as of the Closing Date,
      divided by (y) 30,000,000, which represents the number of issued and outstanding
      shares of the Company upon consummation of the Share Exchange Transaction and
      the transactions contemplated by this Agreement.

     

    ARTICLE
      II

     

    Representations
      and Warranties

     

    Section
      2.1 Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to the Purchasers, as of the date hereof
      and the Closing Date (except as set forth on the Schedule of Exceptions attached
      hereto with each numbered Schedule corresponding to the section number herein),
      as follows:

     

    (a) Organization,
      Good Standing and Power.
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Nevada and has the requisite corporate
      power to own, lease and operate its properties and assets and to conduct its
      business as it is now being conducted. Prior to the closing under the Share
      Exchange Agreement, the Company did not have any subsidiaries except as set
      forth in the Company’s Form 10-KSB for the year ended December 31, 2006,
      including the accompanying financial statements (the “Form
      10-KSB”),
      or in
      the Quarterly Reports on Form 10-QSB for its fiscal quarters ended March 31,
      2007 and June 30, 2007 (collectively, the “Form
      10-QSBs”).
      Except as set forth on Schedule
      2.1(a),
      the
      Company and each such subsidiary is duly qualified as a foreign corporation
      to
      do business and is in good standing in every jurisdiction in which the nature
      of
      the business conducted or property owned by it makes such qualification
      necessary except for any jurisdiction(s) (alone or in the aggregate) in which
      the failure to be so qualified will not have a Material Adverse Effect (as
      defined in Section 2.1(c) hereof) on the Company’s financial
      condition.

    


    
      
        
          
          

        

        
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    (b) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and
      perform this Agreement, the Registration Rights Agreement in the form attached
      hereto as Exhibit
      D-1(the
      “Registration
      Rights Agreement”),
      the
      Series J Registration Rights Agreement in the form attached hereto as
Exhibit
      D-2
      (the
“Series
      J Registration Rights Agreement”),
      the
      Lock-Up Agreement (as defined in Section 3.19 hereof) in the form attached
      hereto as Exhibit
      E,
      the
      Escrow Agreement by and among the Company, the Purchasers and the escrow agent
      named therein, dated as of the date hereof, substantially in the form of
Exhibit
      F-1
      attached
      hereto (the “
      Escrow Agreement”),
      the
      Investor and Public Relations Escrow Agreement by and among the Company, the
      Purchasers and the escrow agent named therein, dated as of the date hereof,
      substantially in the form of Exhibit
      F-2
      attached
      hereto (the “Investor
      and Public Relations Escrow Agreement”),
      the
      Securities Escrow Agreement by and among the Company, the Purchasers and the
      escrow agent named therein, dated as of the date hereof, substantially in the
      form of Exhibit
      F-3
      attached
      hereto (the “Securities
      Escrow Agreement”
and
      together with the Escrow Agreement and the Investor and Public Relations Escrow
      Agreement the “Escrow
      Agreements”),
      the
      Irrevocable Transfer Agent Instructions (as defined in Section 3.12), the Series
      A Certificate of Designation, and the Warrants (collectively, the “Transaction
      Documents”)
      and to
      issue and sell the Shares and the Warrants in accordance with the terms hereof.
      The execution, delivery and performance of the Transaction Documents by the
      Company and the consummation by it of the transactions contemplated hereby
      and
      thereby have been duly and validly authorized by all necessary corporate action,
      and no further consent or authorization of the Company or its Board of Directors
      or stockholders is required. This Agreement has been duly executed and delivered
      by the Company. The other Transaction Documents will have been duly executed
      and
      delivered by the Company at the Closing. Each of the Transaction Documents
      constitutes, or shall constitute when executed and delivered, a valid and
      binding obligation of the Company enforceable against the Company in accordance
      with its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation,
      conservatorship, receivership or similar laws relating to, or affecting
      generally the enforcement of, creditor’s rights and remedies or by other
      equitable principles of general application.

     

    (c) Capitalization.
      The
      authorized capital stock of the Company and the shares thereof currently issued
      and outstanding as of the date hereof are set forth on Schedule
      2.1(c)
      hereto.
      All of the outstanding shares of the Common Stock and the Preferred Shares
      have
      been duly and validly authorized. Except as contemplated by the Transaction
      Documents or as set forth on Schedule
      2.1(c)
      hereto,
      no shares of Common Stock are entitled to preemptive rights or registration
      rights and there are no outstanding options, warrants, scrip, rights to
      subscribe to, call or commitments of any character whatsoever relating to,
      or
      securities or rights convertible into, any shares of capital stock of the
      Company. Except as contemplated by the Transaction Documents, there are no
      contracts, commitments, understandings, or arrangements by which the Company
      is
      or may become bound to issue additional shares of the capital stock of the
      Company or options, securities or rights convertible into shares of capital
      stock of the Company. Except as contemplated by the Transaction Documents or
      as
      set forth on Schedule
      2.1(c)
      hereto,
      the Company is not a party to any agreement granting registration or
      anti-dilution rights to any person with respect to any of its equity or debt
      securities. Except for the Lock-up Agreement, the Company is not a party to,
      and
      it has no knowledge of, any agreement restricting the voting or transfer of
      any
      shares of the capital stock of the Company. The offer and sale of all capital
      stock, convertible securities, rights, warrants, or options of the Company
      issued prior to the Closing complied with all applicable Federal and state
      securities laws, and no stockholder has a right of rescission or claim for
      damages with respect thereto which would have a Material Adverse Effect (as
      defined below). The (i) 200 for 1 reverse stock split of the Common Stock
      described in the Schedule 14C Information Statement filed with the Securities
      and Exchange Commission the (“SEC”) on March 19, 2007 and (ii) 1 for 100 forward
      stock split of the Common Stock effected on September 14, 2007, 2007, were
      authorized and approved by the Company’s Board of Directors and stockholders, as
      necessary, and complied in all respects with the laws of the State of Nevada
      and
      all applicable Federal and state securities laws, and no stockholder has a
      claim
      for damages with respect thereto. The Company has furnished or made available
      to
      the Purchasers true and correct copies of the Company’s Articles of
      Incorporation as in effect on the date hereof (the “Articles”),
      and
      the Company’s Bylaws as in effect on the date hereof (the “Bylaws”).
      For
      the purposes of this Agreement, “Material
      Adverse Effect”
means
      any material adverse effect on the business, operations, properties, or
      financial condition of the Company and its subsidiaries and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company to perform any of its obligations under this
      Agreement in any material respect.

    


    
      
        
          
          

        

        
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    (d) Issuance
      of Shares.
      The
      Preferred Shares and the Warrants to be issued at the Closing have been duly
      authorized by all necessary corporate action and the Preferred Shares, when
      paid
      for or issued in accordance with the terms hereof, shall be validly issued
      and
      outstanding, fully paid and nonassessable and entitled to the rights and
      preferences set forth in the Series A Certificate of Designation. When the
      Conversion Shares and the Warrant Shares are issued in accordance with the
      terms
      of the Series A Certificate of Designation and the Warrants, respectively,
      such
      shares will be duly authorized by all necessary corporate action and validly
      issued and outstanding, fully paid and nonassessable, and the holders shall
      be
      entitled to all rights accorded to a holder of Common Stock.

     

    (e) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated herein
      and
      therein do not and will not (i) violate any provision of the Company’s Articles
      or Bylaws, (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, mortgage, deed of trust, indenture, note, bond, license, lease
      agreement, instrument or obligation to which the Company is a party or by which
      it or its properties or assets are bound, (iii) create or impose a lien,
      mortgage, security interest, charge or encumbrance of any nature on any property
      of the Company under any agreement or any commitment to which the Company is
      a
      party or by which the Company is bound or by which any of its respective
      properties or assets are bound, or (iv) result in a violation of any federal,
      state, local or foreign statute, rule, regulation, order, judgment or decree
      (including Federal and state securities laws and regulations) applicable to
      the
      Company or any of its subsidiaries or by which any property or asset of the
      Company or any of its subsidiaries are bound or affected, except, in all cases
      other than violations pursuant to clauses (i) and (iv) above, for such
      conflicts, defaults, terminations, amendments, accelerations, cancellations
      and
      violations as would not, individually or in the aggregate, have a Material
      Adverse Effect. The business of the Company and its subsidiaries is not being
      conducted in violation of any laws, ordinances or regulations of any
      governmental entity, except for possible violations which singularly or in
      the
      aggregate do not and will not have a Material Adverse Effect. The Company is
      not
      required under Federal, state or local law, rule or regulation 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 its obligations under the Transaction Documents, or issue and sell the
      Preferred Shares, the Warrants, the Conversion Shares and the Warrant Shares
      in
      accordance with the terms hereof or thereof (other than (x) any consent,
      authorization or order that has been obtained as of the date hereof, (y) any
      filing or registration that has been made as of the date hereof or (z) any
      filings which may be required to be made by the Company with the Commission
      or
      state securities administrators subsequent to the Closing; provided,
      that,
      for purposes of the representation made in this sentence, the Company is
      assuming and relying upon the accuracy of the relevant representations and
      agreements of the Purchasers herein.

    


    
      
        
          
          

        

        
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    (f) Commission
      Documents, Financial Statements.
      The
      Common Stock is currently registered pursuant to Section 12(g) of the Securities
      Exchange Act of 1934, as amended the “Exchange
      Act”),
      and
      the Company has filed all reports, schedules, forms, statements and other
      documents required to be filed by it with the Commission pursuant to the
      reporting requirements of the Exchange Act, including material filed pursuant
      to
      Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including
      filings incorporated by reference therein being referred to herein as the
“Commission
      Documents”).
      At
      the request of such Purchaser, the Company has delivered or made available
      to
      each of the Purchasers true and complete copies of any Commission Documents
      which are not available on the Commission’s website at www.sec.gov. The Company
      has not provided to the Purchasers any material non-public information or other
      information which, according to applicable law, rule or regulation, was required
      to have been disclosed publicly by the Company but which has not been so
      disclosed, other than with respect to the transactions contemplated by this
      Agreement. At the times of their respective filings, the Form 10-KSB and the
      Form 10-QSBs and the current report on Form 8-K that is required to be and shall
      be filed by the Company within four business days after the Closing Date to
      disclose the transactions contemplated hereby and under the other Transaction
      Documents and the transactions contemplated by the Share Exchange Agreement
      and
      the Restructuring Agreements (as defined in Section 2.1(gg) hereof) (the
“Form
      8-K”),
      complied and, in the case of the Form 8-K, will comply in all material respects
      with the requirements of the Exchange Act and the rules and regulations of
      the
      Commission promulgated thereunder and other federal, state and local laws,
      rules
      and regulations applicable to such documents, and, as of respective dates,
      neither the Form 10-KSB nor the Form 10-QSBs contained or, in the case of the
      Form 8-K, will contain any untrue statement of a material fact or omitted 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. The financial statements of the Company included in the
      Commission Documents comply as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the
      Commission or other applicable rules and regulations with respect thereto.
      Such
      financial statements have been prepared in accordance with United States
      generally accepted accounting principles (“GAAP”)
      applied on a consistent basis during the periods involved (except (i) as may
      be
      otherwise indicated in such financial statements or the notes thereto or (ii)
      in
      the case of unaudited interim statements, to the extent they may not include
      footnotes or may be condensed or summary statements), and fairly present in
      all
      material respects the financial position of the Company and its subsidiaries
      as
      of the dates thereof and the results of operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments). The Yanglin Financial Statements (as defined in
      Section 4.2(t) hereof) comply in all material respects with applicable
      accounting requirements and the rules and regulations of the Commission with
      respect thereto as in effect at the time of filing. The Yanglin Financial
      Statements have been prepared in accordance with GAAP applied on a consistent
      basis during the periods involved and fairly present in all material respects,
      the financial condition of Yanglin as defined in Section 4.2(t) hereof and
      its
      subsidiaries as of the dates thereof and the results of operations and cash
      flows for the periods then ended. 

    


    
      
        
          
          

        

        
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    (g) Subsidiaries.
      Schedule
      2.1(g)
      hereto
      sets forth each subsidiary of the Company, showing the jurisdiction of its
      incorporation or organization and showing the percentage of each person’s
      ownership. For the purposes of this Agreement, “subsidiary”
shall
      mean any corporation or other entity of which at least a majority of the
      securities or other ownership interest having ordinary voting power (absolutely
      or contingently) for the election of directors or other persons performing
      similar functions are at the time owned directly or indirectly by the Company
      and/or any of its other subsidiaries. All of the outstanding shares of capital
      stock of each subsidiary have been duly authorized and validly issued, and
      are
      fully paid and nonassessable. Other than as contemplated by the Transaction
      Documents, there are no outstanding preemptive, conversion or other rights,
      options, warrants or agreements granted or issued by or binding upon any
      subsidiary for the purchase or acquisition of any shares of capital stock of
      any
      subsidiary or any other securities convertible into, exchangeable for or
      evidencing the rights to subscribe for any shares of such capital stock. Other
      than as contemplated by the Transaction Documents, neither the Company nor
      any
      subsidiary is subject to any obligation (contingent or otherwise) to repurchase
      or otherwise acquire or retire any shares of the capital stock of any subsidiary
      or any convertible securities, rights, warrants or options of the type described
      in the preceding sentence. Neither the Company nor any subsidiary is party
      to,
      nor has any knowledge of, any agreement restricting the voting or transfer
      of
      any shares of the capital stock of any subsidiary.

     

    (h) No
      Material Adverse Effect.
      Other
      than as disclosed in the Company’s Commission Documents, since June 30, 2007,
      neither the Company nor any of its subsidiaries has experienced or suffered
      any
      Material Adverse Effect. 

     

    (i) No
      Undisclosed Liabilities.
      Except
      as disclosed in the Form 10-KSB, the Form 10-QSBs and the Form 8-K, neither
      the
      Company nor any of its subsidiaries has any liabilities, obligations, claims
      or
      losses (whether liquidated or unliquidated, secured or unsecured, absolute,
      accrued, contingent or otherwise) other than those incurred in the ordinary
      course of the Company’s or its subsidiaries’ respective businesses since June
      30, 2007 and which, individually or in the aggregate, do not or would not have
      a
      Material Adverse Effect on the Company or its subsidiaries.

     

    (j) No
      Undisclosed Events or Circumstances.
      To the
      Company’s knowledge, no event or circumstance has occurred or exists with
      respect to the Company or its subsidiaries or their respective businesses,
      properties, prospects, operations or financial condition, which, under
      applicable law, rule or regulation, requires public disclosure or announcement
      by the Company but which has not been so publicly announced or
      disclosed.

    


    
      
        
          
          

        

        
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    (k) Indebtedness.
      The
      Form 10-KSB and Form 10-QSBs do, and the Form 8-K will set forth all outstanding
      secured and unsecured Indebtedness of the Company or any subsidiary, or for
      which the Company or any subsidiary has commitments. For the purposes of this
      Agreement, “Indebtedness”
shall
      mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000
      (other than trade accounts payable incurred in the ordinary course of business),
      (b) all guaranties, endorsements and other contingent obligations in respect
      of
      Indebtedness of others, whether or not the same are or should be reflected
      in
      the Company’s balance sheet (or the notes thereto), except guaranties by
      endorsement of negotiable instruments for deposit or collection or similar
      transactions in the ordinary course of business; and (c) the present value
      of
      any lease payments in excess of $25,000 due under leases required to be
      capitalized in accordance with GAAP. Neither the Company nor any subsidiary
      is
      in default with respect to any Indebtedness.

     

    (l) Title
      to Assets.
      Each of
      the Company and the subsidiaries has good and marketable title to all of its
      real and personal property reflected in the Form 10-KSB, Form 10-QSBs and in
      the
      Form 8-K free and clear of any mortgages, pledges, charges, liens, security
      interests or other encumbrances, all properties and assets (i) purportedly
      owned
      or used by them as reflected in the Form 10-KSB, Form 10-QSBs, and the Form
      8-K
      or (ii) necessary for the conduct of their business as currently conducted
      except for those disclosed in the Form 10-KSB, Form 10-QSBs and the Form 8-K.
      All leases of the Company and each of its subsidiaries are valid and subsisting
      and in full force and effect.

     

    (m) Actions
      Pending.
      There
      is no action, suit, claim, investigation, arbitration, alternate dispute
      resolution proceeding or any other proceeding pending or, to the knowledge
      of
      the Company, threatened against the Company or any subsidiary which questions
      the validity of this Agreement or any of the other Transaction Documents or
      the
      transactions contemplated hereby or thereby or any action taken or to be taken
      pursuant hereto or thereto. There is no action, suit, claim, investigation,
      arbitration, alternate dispute resolution proceeding or any other proceeding
      pending or, to the knowledge of the Company, threatened, against or involving
      the Company, any subsidiary or any of their respective properties or assets.
      There are no outstanding orders, judgments, injunctions, awards or decrees
      of
      any court, arbitrator or governmental or regulatory body against the Company
      or
      any subsidiary or any executive officers or directors of the Company or
      subsidiary in their capacities as such.

     

    (n) Compliance
      with Law.
      The
      business of the Company and the subsidiaries has been and is presently being
      conducted in material compliance with all applicable federal, state and local
      governmental laws, rules, regulations and ordinances. The Company and each
      of
      its subsidiaries have all franchises, permits, licenses, consents and other
      governmental or regulatory authorizations and approvals necessary for the
      conduct of its business in all material respects as now being conducted by
      it
      unless the failure to possess such franchises, permits, licenses, consents
      and
      other governmental or regulatory authorizations and approvals, individually
      or
      in the aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

    


    
      
        
          
          

        

        
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    (o) Taxes.
      The
      Company and each of the subsidiaries has accurately prepared and filed all
      federal, state and other tax returns required by law to be filed by it, has
      paid
      or made provisions for the payment of all taxes shown to be due and all
      additional assessments, and adequate provisions have been and are reflected
      in
      the financial statements of the Company and the subsidiaries for all current
      taxes and other charges to which the Company or any subsidiary is subject and
      which are not currently due and payable. None of the federal income tax returns
      of the Company or any subsidiary have been audited by the Internal Revenue
      Service. The Company has no knowledge of any additional assessments, adjustments
      or contingent tax liability (whether federal or state) of any nature whatsoever,
      whether pending or threatened against the Company or any subsidiary for any
      period, nor of any basis for any such assessment, adjustment or
      contingency.

     

    (p) Certain
      Fees.
      Except
      as set forth on Schedule
      2.1(p)
      hereto,
      no brokers, finders or financial advisory fees or commissions will be payable
      by
      the Company or any subsidiary with respect to the transactions contemplated
      by
      this Agreement and the other Transaction Documents.

     

    (q) Disclosure.
      Neither
      this Agreement nor the Schedules hereto nor any other documents, certificates
      or
      instruments furnished to the Purchasers by or on behalf of the Company or any
      subsidiary in connection with the transactions contemplated by this Agreement
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements made herein or therein, taken as
      a
      whole and in the light of the circumstances under which they were made herein
      or
      therein, not false or misleading.

     

    (r) Operation
      of Business.
      The
      Company and each of the subsidiaries owns or possesses all patents, trademarks,
      domain names (whether or not registered) and any patentable improvements or
      copyrightable derivative works thereof, websites and intellectual property
      rights relating thereto, service marks, trade names, copyrights, licenses and
      authorizations, and all rights with respect to the foregoing, which are
      necessary for the conduct of its business as now conducted without any conflict
      with the rights of others, except where the failure to so own or possess would
      not have a Material Adverse Effect.

     

    (s) Environmental
      Compliance.
      Since
      their inception, neither the Company, nor any of its subsidiaries have been,
      in
      violation of any applicable law relating to the environment or occupational
      health and safety, where such violation would have a material adverse effect
      on
      the business or financial condition of any of the Company and its Subsidiaries.
      Each of the Company and its Subsidiaries has operated all facilities and
      properties owned, leased or operated by it in material compliance with the
      Environmental Laws. “Environmental
      Laws”
shall
      mean all applicable laws relating to the protection of the environment
      including, without limitation, all requirements pertaining to reporting,
      licensing, permitting, controlling, investigating or remediating emissions,
      discharges, releases or threatened releases of hazardous substances, chemical
      substances, pollutants, contaminants or toxic substances, materials or wastes,
      whether solid, liquid or gaseous in nature, into the air, surface water,
      groundwater or land, or relating to the manufacture, processing, distribution,
      use, treatment, storage, disposal, transport or handling of hazardous
      substances, chemical substances, pollutants, contaminants or toxic substances,
      material or wastes, whether solid, liquid or gaseous in nature. The Company
      has
      all necessary governmental approvals required under all Environmental Laws
      and
      used in its business or in the business of any of its subsidiaries. The Company
      and each of its subsidiaries are also in material compliance with all other
      limitations, restrictions, conditions, standards, requirements, schedules and
      timetables required or imposed under all Environmental Laws. There are no past
      or present events, conditions, circumstances, incidents, actions or omissions
      relating to or in any way affecting the Company or its subsidiaries that violate
      or may violate any Environmental Law after the Closing Date or that may give
      rise to any environmental liability, or otherwise form the basis of any claim,
      action, demand, suit, proceeding, hearing, study or investigation (i) under
      any
      Environmental Law, or (ii) based on or related to the manufacture, processing,
      distribution, use, treatment, storage (including without limitation underground
      storage tanks), disposal, transport or handling, or the emission, discharge,
      release or threatened release of any hazardous substance.

    


    
      
        
          
          

        

        
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    (t) Books
      and Record Internal Accounting Controls.
      Except
      as otherwise disclosed in the Form 10-KSB, the Form 10-QSBs, or the Form 8-K,
      the books and records of the Company and its subsidiaries accurately reflect
      in
      all material respects the information relating to the business of the Company
      and the subsidiaries, the location and collection of their assets, and the
      nature of all transactions giving rise to the obligations or accounts receivable
      of the Company or any subsidiary. The Company and each of its subsidiaries
      maintain a system of internal accounting controls sufficient, in the judgment
      of
      the Company, to provide reasonable assurance that (i) transactions are executed
      in accordance with management’s general or specific authorizations, (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with GAAP and to maintain asset accountability, (iii)
      access to assets is permitted only in accordance with management’s general or
      specific authorization and (iv) the recorded accountability for assets is
      compared with the existing assets at reasonable intervals and appropriate
      actions are taken with respect to any differences.

     

    (u) Material
      Agreements.
      Except
      for this Agreement and other Transaction Documents, neither the Company nor
      any
      subsidiary is a party to any written or oral contract, instrument, agreement,
      commitment, obligation, plan or arrangement, a copy of which would be required
      to be filed with the Commission as an exhibit to a registration statement on
      Form SB-2 or Form S-1, as the case may be (collectively, the “Material
      Agreements”)
      if the
      Company or any subsidiary were registering securities under the Securities
      Act,
      or in any report, schedule, form, statement or other document required to be
      filed by it pursuant to the Exchange Act. The Company and each of its
      subsidiaries has in all material respects performed all the obligations required
      to be performed by them to date under the foregoing agreements, have received
      no
      notice of default and are not in default under any Material Agreement now in
      effect the result of which would cause a Material Adverse Effect. Except as
      restricted under applicable laws and regulations, the incorporation documents,
      certificates of designations or the Transaction Documents, no written or oral
      contract, instrument, agreement, commitment, obligation, plan or arrangement
      of
      the Company or of any subsidiary limits or shall limit the payment of dividends
      on the Company’s Preferred Shares, other preferred stock, if any, or its Common
      Stock.

     

    (v) Transactions
      with Affiliates.
      Except
      as set forth in the Commission Documents or the Transaction Documents, there
      are
      no loans, leases, agreements, contracts, royalty agreements, management
      contracts or arrangements or other continuing transactions between (a) the
      Company or any subsidiary on the one hand, and (b) on the other hand, any
      officer, employee, consultant or director of the Company, or any of its
      subsidiaries, or any person owning any capital stock of the Company or any
      subsidiary or any member of the immediate family of such officer, employee,
      consultant, director or stockholder or any corporation or other entity
      controlled by such officer, employee, consultant, director or stockholder,
      or a
      member of the immediate family of such officer, employee, consultant, director
      or stockholder.

    


    
      
        
          
          

        

        
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    (w) Securities
      Act of 1933.
      Based
      in material part upon the representations herein of the Purchasers, the Company
      has complied and will comply with all applicable federal and state securities
      laws in connection with the offer, issuance and sale of the Shares and the
      Warrants hereunder. Neither the Company nor anyone acting on its behalf,
      directly or indirectly, has or will sell, offer to sell or solicit offers to
      buy
      any of the Shares, the Warrants or similar securities to, or solicit offers
      with
      respect thereto from, or enter into any preliminary conversations or
      negotiations relating thereto with, any person, or has taken or will take any
      action so as to bring the issuance and sale of any of the Shares and the
      Warrants in violation of the registration provisions of the Securities Act
      and
      applicable state securities laws, and neither the Company nor any of its
      affiliates, nor any person acting on its or their behalf, has engaged in any
      form of general solicitation or general advertising (within the meaning of
      Regulation D under the Securities Act) in connection with the offer or sale
      of
      any of the Shares and the Warrants.

     

    (x) Governmental
      Approvals.
      Except
      for the filing of any notice prior or subsequent to the Closing Date that may
      be
      required under applicable state and/or Federal securities laws (which if
      required, shall be filed on a timely basis), including the filing of a Form
      D
      and a registration statement or statements (the “Registration
      Statement”)
      pursuant to the Registration Rights Agreement, and the filing of the Series
      A
      Certificate of Designation with the Secretary of State for the State of Nevada,
      no authorization, consent, approval, license, exemption of, filing or
      registration with any court or governmental department, commission, board,
      bureau, agency or instrumentality, domestic or foreign, is or will be necessary
      for, or in connection with, the execution or delivery of the Preferred Shares
      and the Warrants, or for the performance by the Company of its obligations
      under
      the Transaction Documents.

     

    (y) Employees.
      Except
      as disclosed in the Commission Documents or the Form 8-K, neither the Company
      nor any subsidiary has any collective bargaining arrangements or agreements
      covering any of its employees. Except as disclosed in the Commission Documents
      or the Form 8-K, neither the Company nor any subsidiary has any employment
      contract, agreement regarding proprietary information, non-competition
      agreement, non-solicitation agreement, confidentiality agreement, or any other
      similar contract or restrictive covenant, relating to the right of any officer,
      employee or consultant to be employed or engaged by the Company or such
      subsidiary required to be disclosed in the Commission Documents on the Form
      8-K
      that is not so disclosed. Since June 30, 2007, no officer, consultant or key
      employee of the Company or any subsidiary whose termination, either individually
      or in the aggregate, would have a Material Adverse Effect, has terminated or,
      to
      the knowledge of the Company, has any present intention of terminating his
      or
      her employment or engagement with the Company or any subsidiary.

     

    (z) Absence
      of Certain Developments.
      Since
      June 30, 2007, neither the Company nor any subsidiary has:

    


    
      
        
          
          

        

        
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    (i) issued
      any stock, bonds or other corporate securities or any rights, options or
      warrants with respect thereto;

     

    (ii) borrowed
      any amount or incurred or become subject to any liabilities (absolute or
      contingent) except current liabilities incurred in the ordinary course of
      business which are comparable in nature and amount to the current liabilities
      incurred in the ordinary course of business during the comparable portion of
      its
      prior fiscal year, as adjusted to reflect the current nature and volume of
      the
      Company’s or such subsidiary’s business;

     

    (iii) discharged
      or satisfied any lien or encumbrance or paid any obligation or liability
      (absolute or contingent), other than current liabilities paid in the ordinary
      course of business;

     

    (iv) declared
      or made any payment or distribution of cash or other property to stockholders
      with respect to its stock, or purchased or redeemed, or made any agreements
      so
      to purchase or redeem, any shares of its capital stock;

     

    (v) sold,
      assigned or transferred any other tangible assets, or canceled any debts or
      claims, except in the ordinary course of business;

     

    (vi) sold,
      assigned or transferred any patent rights, trademarks, trade names, copyrights,
      trade secrets or other intangible assets or intellectual property rights, or
      disclosed any proprietary confidential information to any person except to
      customers in the ordinary course of business or to the Purchasers or their
      representatives;

     

    (vii) suffered
      any substantial losses or waived any rights of material value, whether or not
      in
      the ordinary course of business, or suffered the loss of any material amount
      of
      prospective business;

     

    (viii) made
      any
      changes in employee compensation except in the ordinary course of business
      and
      consistent with past practices;

     

    (ix) made
      capital expenditures or commitments therefor that aggregate in excess of
      $50,000;

     

    (x) entered
      into any other transaction other than in the ordinary course of business, or
      entered into any other material transaction, whether or not in the ordinary
      course of business;

     

    (xi) made
      charitable contributions or pledges in excess of $10,000;

     

    (xii) suffered
      any material damage, destruction or casualty loss, whether or not covered by
      insurance;

     

    (xiii) experienced
      any material problems with labor or management in connection with the terms
      and
      conditions of their employment;

    


    
      
        
          
          

        

        
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    (xiv) effected
      any two or more events of the foregoing kind which in the aggregate would be
      material to the Company or its subsidiaries; or

     

    (xv) entered
      into an agreement, written or otherwise, to take any of the foregoing
      actions.

     

    (aa) Public
      Utility Holding Company Act and Investment Company Act Status.
      The
      Company is not a “holding company” or a “public utility company” as such terms
      are defined in the Public Utility Holding Company Act of 1935, as amended.
      The
      Company is not, and as a result of and immediately upon the Closing will not
      be,
      an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
      amended.

     

    (bb) ERISA.
      No
      liability to the Pension Benefit Guaranty Corporation has been incurred with
      respect to any Plan (as defined below) by the Company or any of its subsidiaries
      which is or would be materially adverse to the Company and its subsidiaries.
      The
      execution and delivery of this Agreement and the other Transaction Documents
      and
      the issuance and sale of the Preferred Shares and the Warrants will not involve
      any transaction which is subject to the prohibitions of Section 406 of ERISA
      or
      in connection with which a tax could be imposed pursuant to Section 4975 of
      the
      Internal Revenue Code of 1986, as amended, provided, that, if any of the
      Purchasers, or any person or entity that owns a beneficial interest in any
      of
      the Purchasers, is an “employee pension benefit plan” (within the meaning of
      Section 3(2) of ERISA) with respect to which the Company is a “party in
      interest” (within the meaning of Section 3(14) of ERISA), the requirements of
      Sections 407(d)(5) and 408(e) of ERISA, if applicable, are met. As used in
      this
      Section 2.1(ac), the term “Plan”
shall
      mean an “employee pension benefit plan” (as defined in Section 3 of ERISA) which
      is or has been established or maintained, or to which contributions are or
      have
      been made, by the Company or any subsidiary or by any trade or business, whether
      or not incorporated, which, together with the Company or any subsidiary, is
      under common control, as described in Section 414(b) or (c) of the
      Code.

     

    (cc) Dilutive
      Effect.
      The
      Company understands and acknowledges that it has an obligation to issue
      Conversion Shares upon conversion of the Preferred Shares in accordance with
      this Agreement and the Series A Certificate of Designation and to issue the
      Warrant Shares upon the exercise of the Warrants in accordance with this
      Agreement and the Warrants regardless of the dilutive effect that such issuance
      may have on the ownership interest of other stockholders of the
      Company.

     

    (dd) No
      Integrated Offering.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offering of the Shares pursuant to this Agreement to be integrated with
      prior offerings by the Company for purposes of the Securities Act which would
      prevent the Company from selling the Shares pursuant to Rule 506 under the
      Securities Act, or any applicable exchange-related stockholder approval
      provisions, nor will the Company or any of its affiliates or subsidiaries take
      any action or steps that would cause the offering of the Shares to be integrated
      with other offerings. The Company does not have any registration statement
      pending before the Commission or currently under the Commission’s review and
      since March 1, 2007, except as contemplated under the Transaction Documents,
      the
      Company has not offered or sold any of its equity securities or debt securities
      convertible into shares of Common Stock.

    


    
      
        
          
          

        

        
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    (ee) Independent
      Nature of Purchasers.
      The
      Company acknowledges that the obligations of each Purchaser under the
      Transaction Documents are several and not joint with the obligations of any
      other Purchaser, and no Purchaser shall be responsible in any way for the
      performance of the obligations of any other Purchaser under the Transaction
      Documents. The Company acknowledges that the decision of each Purchaser to
      purchase securities pursuant to this Agreement has been made by such Purchaser
      independently of any other purchase and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company or of its Subsidiaries which may have
      made or given by any other Purchaser or by any agent or employee of any other
      Purchaser, and no Purchaser or any of its agents or employees shall have any
      liability to any Purchaser (or any other person) relating to or arising from
      any
      such information, materials, statements or opinions. The Company acknowledges
      that nothing contained herein, or in any Transaction Document, and no action
      taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute
      the Purchasers as a partnership, an association, a joint venture or any other
      kind of entity, or create a presumption that the Purchasers are in any way
      acting in concert or as a group with respect to such obligations or the
      transactions contemplated by the Transaction Documents. The Company acknowledges
      that each Purchaser shall be entitled to independently protect and enforce
      its
      rights, including without limitation, the rights arising out of this Agreement
      or out of the other Transaction Documents, and it shall not be necessary for
      any
      other Purchaser to be joined as an additional party in any proceeding for such
      purpose. The Company acknowledges that for reasons of administrative convenience
      only, the Transaction Documents have been prepared by counsel for one of the
      Purchasers and such counsel does not represent all of the Purchasers but only
      such Purchaser and the other Purchasers have retained their own individual
      counsel with respect to the transactions contemplated hereby. The Company
      acknowledges that it has elected to provide all Purchasers with the same terms
      and Transaction Documents for the convenience of the Company and not because
      it
      was required or requested to do so by the Purchasers.

     

    (ff) Transfer
      Agent.
      The
      name, address, telephone number, fax number, contact person and email address
      of
      the Company’s current transfer agent is set forth on Schedule
      2.1(ff)
      hereto.

     

    (gg) Subject
      to the consummation of the Share Exchange Transaction, the Company represents
      on
      behalf of Faith Winner (Jixian) Agriculture Development Company Limited
      (“WFOE”),
      a
“wholly-owned foreign enterprise” organized under the laws of the People’s
      Republic of China (the “PRC”)
      and,
      upon consummation of the Share Exchange Transaction, an indirect wholly-owned
      subsidiary of the Company:

     

    (i) that
      WFOE
      has the legal right, power and authority (corporate and other) to enter into
      and
      perform its obligations under each of agreements as set forth on Schedule
      2.1(gg)
      (collectively, the “Restructuring
      Agreements”)
      to
      which it is a party and has taken all necessary corporate action to authorize
      the execution, delivery and performance of, and has authorized, executed and
      delivered, each of the Restructuring Agreements to which it is a party; and
      each
      of the Restructuring Agreements to which WFOE is a party constitutes a valid
      and
      legally binding obligation of WFOE, enforceable in accordance with its terms,
      subject, as to enforceability, to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights and to general equity principles.

    


    
      
        
          
          

        

        
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    (ii) that
      WFOE
      does not own or lease properties or conduct any business outside of the PRC
      and
      that WFOE does not need to be duly qualified as a foreign corporation for the
      transaction of business under the laws of any jurisdiction in which it is not
      now so qualified.

     

    (iii) that
      the
      execution and delivery by WFOE of, and the performance by WFOE of its
      obligations under, each of the Restructuring Agreements to which it is a party
      and the consummation by WFOE of the transactions contemplated therein will
      not:
      (A) conflict with or result in a breach or violation of any of the terms or
      provisions of, or constitute a default under, any indenture, mortgage, deed
      of
      trust, loan agreement or other agreement or instrument to which WFOE is a party
      or by which WFOE is bound or to which any of the properties or assets of WFOE
      is
      subject; (B) result in any violation of the provisions of the articles of
      association or business license of WFOE; and (C) will not result in any
      violation of any laws, regulations, rules, orders, decrees, guidelines or
      notices of the PRC, except that, with respect to (A) and (C), such conflict,
      breach or violation would not reasonably be expected to have a Material Adverse
      Effect on WFOE.

     

    (iv) that
      each
      of the Restructuring Agreements is in proper and enforceable legal form under
      the laws of the PRC and to ensure the legality, validity, enforceability or
      admissibility in evidence of each of the Restructuring Agreements in the PRC,
      it
      is not necessary that any such document be filed or recorded with any court
      or
      other authority in the PRC or that any stamp or similar tax be paid on or in
      respect of any of the Restructuring Agreements, except as set forth on
Schedule
      2.1(gg)(iv).

     

    (v) that
      Sun
      Wu Lian Kai Soybean Processing Co. Ltd., is not now and has never been a
      subsidiary of, or otherwise affiliated with Yanglin.

     

    Section
      2.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby makes the following representations and warranties to the
      Company as of the date hereof and Closing Date, with respect solely to itself
      and not with respect to any other Purchaser:

     

    (a) Organization
      and Good Standing of the Purchasers.
      If the
      Purchaser is an entity, such Purchaser is a corporation, partnership or limited
      liability company duly incorporated or organized, validly existing and in good
      standing under the laws of the jurisdiction of its incorporation or
      organization.

     

    (b) Authorization
      and Power.
      Each
      Purchaser has the requisite power and authority to enter into and perform this
      Agreement and each of the other Transaction Documents to which such Purchaser
      is
      a party and to purchase the Preferred Shares and Warrants being sold to it
      hereunder. The execution, delivery and performance of this Agreement and each
      of
      the other Transaction Documents to which such Purchaser is a party by such
      Purchaser and the consummation by it of the transactions contemplated hereby
      and
      thereby have been duly authorized by all necessary corporate or partnership
      action, and no further consent or authorization of such Purchaser or its Board
      of Directors, stockholders, or partners, as the case may be, is required. This
      Agreement and each of the other Transaction Documents to which such Purchaser
      is
      a party has been duly authorized, executed and delivered by such Purchaser
      and
      constitutes, or shall constitute when executed and delivered, a valid and
      binding obligation of such Purchaser enforceable against such Purchaser in
      accordance with the terms thereof.

    


    
      
        
          
          

        

        
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    (c) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and each of the other
      Transaction Documents to which such Purchaser is a party and the consummation
      by
      such Purchaser of the transactions contemplated hereby and thereby or relating
      hereto do not and will not (i) result in a violation of such Purchaser’s charter
      documents, bylaws, operating agreement, partnership agreement or other
      organizational documents 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 or obligation to which
      such Purchaser is a party or by which its properties or assets are bound, 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 such Purchaser or
      its
      properties (except for such conflicts, defaults and violations as would not,
      individually or in the aggregate, have a material adverse effect on such
      Purchaser). Such Purchaser 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 its obligations
      under this Agreement or any other Transaction Document to which such Purchaser
      is a party or to purchase the Preferred Shares or acquire the Warrants in
      accordance with the terms hereof, provided, that for purposes of the
      representation made in this sentence, such Purchaser is assuming and relying
      upon the accuracy of the relevant representations and agreements of the Company
      herein.

     

    (d) Acquisition
      for Investment.
      Each
      Purchaser is acquiring the Preferred Shares and the Warrants solely for its
      own
      account for the purpose of investment and not with a view to or for sale in
      connection with distribution. Each Purchaser does not have a present intention
      to sell the Preferred Shares or the Warrants, nor a present arrangement (whether
      or not legally binding) or intention to effect any distribution of the Shares
      or
      the Warrants to or through any person or entity; provided,
      however,
      that by
      making the representations herein and subject to Section 2.2(h) below, such
      Purchaser does not agree to hold the Shares or the Warrants for any minimum
      or
      other specific term and reserves the right to dispose of the Shares or the
      Warrants at any time in accordance with Federal and state securities laws
      applicable to such disposition. Each Purchaser acknowledges that it is able
      to
      bear the financial risks associated with an investment in the Shares and the
      Warrants and that it has been given full access to such records of the Company
      and the subsidiaries and to the officers of the Company and the subsidiaries
      and
      received such information as it has deemed necessary or appropriate to conduct
      its due diligence investigation and has sufficient knowledge and experience
      in
      investing in companies similar to the Company in terms of the Company’s stage of
      development so as to be able to evaluate the risks and merits of its investment
      in the Company. Each Purchaser further acknowledges that such Purchaser
      understands the risks of investing in companies domiciled and/or which operate
      primarily in the People’s Republic of China and that the purchase of the Shares
      and Warrants involves substantial risks.

    


    
      
        
          
          

        

        
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    (e) Status
      of Purchasers.
      Each
      Purchaser is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act. Such Purchaser is not required to be registered as
      a
      broker-dealer under Section 15 of the Exchange Act and such Purchaser is not
      a
      broker-dealer.

     

    (f) Opportunities
      for Additional Information.
      Each
      Purchaser acknowledges that such Purchaser has had the opportunity to ask
      questions of and receive answers from, or obtain additional information from,
      the executive officers of the Company concerning the financial and other affairs
      of the Company and its subsidiaries. In making the decision to invest in the
      Company and its business, each Purchaser hereby acknowledges that such Purchaser
      has relied solely upon the Yanglin Financial Statements, the Draft Form 8-K
      (defined in Section 4.2(v) hereto) and other written information provided to
      such Purchaser by the Company and Yanglin.

     

    (g) No
      General Solicitation.
      Each
      Purchaser acknowledges that the Preferred Shares and the Warrants were not
      offered to such Purchaser by means of any form of general or public solicitation
      or general advertising, or publicly disseminated advertisements or sales
      literature, including (i) any advertisement, article, notice or other
      communication published in any newspaper, magazine, or similar media, or
      broadcast over television or radio, or (ii) any seminar or meeting to which
      such
      Purchaser was invited by any of the foregoing means of
      communications.

     

    (h) Rule
      144.
      Such
      Purchaser understands that the Shares must be held indefinitely unless such
      Shares are registered under the Securities Act or an exemption from registration
      is available. Such Purchaser acknowledges that such Purchaser is familiar with
      Rule 144 of the rules and regulations of the Commission, as amended, promulgated
      pursuant to the Securities Act (“Rule
      144”),
      and
      that such person has been advised that Rule 144 permits resales only under
      certain circumstances. Such Purchaser understands that to the extent that Rule
      144 is not available, such Purchaser will be unable to sell any Shares without
      either registration under the Securities Act or the existence of another
      exemption from such registration requirement.

     

    (i) General.
      Such
      Purchaser understands that the Shares are being offered and sold in reliance
      on
      a transactional exemption from the registration requirement of Federal and
      state
      securities laws and the Company is relying upon the truth and accuracy of the
      representations, warranties, agreements, acknowledgments and understandings
      of
      such Purchaser set forth herein in order to determine the applicability of
      such
      exemptions and the suitability of such Purchaser to acquire the
      Shares.

     

    (j) Independent
      Investment.
      Except
      as may be disclosed in any filings with the Commission by the Purchasers under
      Section 13 of the Exchange Act, no Purchaser has agreed to act with any other
      Purchaser for the purpose of acquiring, holding, voting or disposing of the
      Shares purchased hereunder for purposes of Section 13(d) under the Exchange
      Act,
      and each Purchaser is acting independently with respect to its investment in
      the
      Shares.

     

    (k) Certain
      Fees.
      Except
      as set forth on Schedule
      2.2(k)
      hereto,
      no brokers, finders or financial advisory fees or commissions will be payable
      by
      any Purchaser with respect to the transactions contemplated by this Agreement
      and the other Transaction Documents.

    


    
      
        
          
          

        

        
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    ARTICLE
      III

     

    Covenants

     

    The
      Company covenants with each of the Purchasers as follows, which covenants are
      for the benefit of the Purchasers and their permitted assignees (as defined
      herein).

     

    Section
      3.1 Securities
      Compliance.
      The
      Company shall notify the Commission in accordance with their rules and
      regulations, of the transactions contemplated by any of the Transaction
      Documents, including filing a Form D with respect to the Preferred Shares,
      Warrants, Conversion Shares and Warrant Shares as required under Regulation
      D
      and applicable “blue sky” laws, and shall take all other necessary action and
      proceedings as may be required and permitted by applicable law, rule and
      regulation, for the legal and valid issuance of the Preferred Shares, the
      Warrants, the Conversion Shares and the Warrant Shares to the Purchasers or
      subsequent holders.

     

    Section
      3.2 Registration
      and Listing.
      The
      Company shall (a) comply in all respects with its reporting and filing
      obligations under the Exchange Act, (b) comply with all requirements related
      to
      any registration statement filed pursuant to this Agreement or the Registration
      Rights Agreement, and (c) 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. Subject to the terms of the Transaction
      Documents, the Company further covenants that it will take such further action
      as the Purchasers may reasonably request, all to the extent required from time
      to time to enable the Purchasers to sell the Shares without registration under
      the Securities Act within the limitation of the exemptions provided by Rule
      144
      promulgated under the Securities Act. Upon the request of the Purchasers, the
      Company shall deliver to the Purchasers a written certification of a duly
      authorized officer as to whether it has complied with such
      requirements.

     

    Section
      3.3 Inspection
      Rights.
      The
      Company shall permit, during normal business hours and upon reasonable request
      and reasonable notice, each Purchaser or any employees, agents or
      representatives thereof, so long as such Purchaser shall be obligated hereunder
      to purchase the Preferred Shares or shall beneficially own any Preferred Shares,
      or shall own Conversion Shares which, in the aggregate, represent more than
      5%
      of the total combined voting power of all voting securities then outstanding,
      for purposes related to such Purchaser’s interests as a stockholder to examine
      and make reasonable copies of and extracts from the records and books of account
      of, and visit and inspect the properties, assets, operations and business of
      the
      Company and any subsidiary, and to discuss the affairs, finances and accounts
      of
      the Company and any subsidiary with any of its officers, consultants, directors,
      and key employees. Such Purchaser agrees that such Purchaser and its employees,
      agents and representatives will keep confidential and will not disclose, divulge
      or use (other than for purposes of monitoring its investment in the Company)
      any
      confidential information which such Purchaser may obtain from the Company
      pursuant to financial statements, reports and other materials submitted by
      the
      Company to such Purchaser pursuant to this Agreement or pursuant to inspection
      rights granted hereunder, unless such information is known to the public through
      no fault of such Purchaser or his or its employees or representatives;
provided,
      however,
      that a
      Purchaser may disclose such information (i) to its attorneys, accountants and
      other professionals in connection with their representation of such Purchaser
      in
      connection with such Purchaser’s investment in the Company, (ii) to any
      prospective permitted transferee of the Preferred Shares, so long as the
      prospective transferee agrees to be bound by the provisions of this Section
      3.3,
      (iii) to any general partner or affiliate of such Purchaser. The Company may
      require each Purchaser to execute a separate confidentiality agreement in form
      and substance reasonably acceptable to the Company as a prerequisite to the
      exercise of such Purchaser’s inspection rights pursuant to this Section
      3.3.

    


    
      
        
          
          

        

        
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    Section
      3.4 Compliance
      with Laws.
      The
      Company shall comply, and cause each subsidiary to comply in all material
      respects, with all applicable laws, rules, regulations and orders.

     

    Section
      3.5 Keeping
      of Records and Books of Account.
      The
      Company shall keep and cause each subsidiary to keep adequate records and books
      of account, in which complete entries will be made in accordance with GAAP
      consistently applied, reflecting all financial transactions of the Company
      and
      its subsidiaries, and in which, for each fiscal year, all proper reserves for
      depreciation, depletion, obsolescence, amortization, taxes, bad debts and other
      purposes in connection with its business shall be made.

     

    Section
      3.6 Reporting
      Requirements.
      If the
      Commission ceases making periodic reports filed under the Exchange Act available
      via the Internet, then at a Purchaser’s request the Company shall furnish the
      following to such Purchaser so long as such Purchaser shall beneficially own
      any
      Shares:

     

    (a) Quarterly
      Reports filed with the Commission on Form 10-QSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission;

     

    (b) Annual
      Reports filed with the Commission on Form 10-KSB as soon as practical after
      the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission; 

     

    (c) Current
      Reports on Form 8-K filed with the Commission as soon as practical after the
      document is filed with the Commission, and in any event within five (5) days
      after the document is filed with the Commission; and

     

    (d) Copies
      of
      all notices and information, including without limitation notices and proxy
      statements in connection with any meetings, that are provided to holders of
      shares of Common Stock, contemporaneously with the delivery of such notices
      or
      information to such holders of Common Stock.

     

    Section
      3.7 Amendments.
      The
      Company shall not amend or waive any provision of the Articles or Bylaws of
      the
      Company in any way that would adversely affect the liquidation preferences,
      dividends rights, conversion rights, voting rights or redemption rights of
      the
      Preferred Shares.

    


    
      
        
          
          

        

        
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    Section
      3.8 Other
      Agreements.
      The
      Company shall not enter into any agreement in which the terms of such agreement
      would restrict or impair the right or ability to perform of the Company or
      any
      subsidiary under any Transaction Document.

     

    Section
      3.9 Distributions.
      So long
      as any Preferred Shares remain outstanding, the Company agrees that it shall
      not
      (i) declare or pay any dividends or make any distributions to any holder(s)
      of
      Common Stock unless such dividends or distributions are also simultaneously
      paid
      or made to the holders of the Preferred Shares on an as-converted basis or
      (ii)
      purchase or otherwise acquire for value, directly or indirectly, any Common
      Stock or other equity security of the Company.

     

    Section
      3.10 Use
      of
      Proceeds.
      The net
      proceeds from the sale of the Shares hereunder shall be used by the Company
      for
      working capital and general corporate purposes and not to redeem any Common
      Stock or securities convertible, exercisable or exchangeable into Common Stock
      or to settle any outstanding litigation.

     

    Section
      3.11 Reservation
      of Shares.
      So long
      as any of the Preferred Shares or Warrants remain outstanding, the Company
      shall
      take all action necessary to at all times have authorized, and reserved for
      the
      purpose of issuance, no less than one hundred fifty percent (150%) of the
      aggregate number of shares of Common Stock needed to provide for the issuance
      of
      the Conversion Shares and the Warrant Shares.

     

    Section
      3.12 Transfer
      Agent Instructions.
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates, registered in the name of
      each
      Purchaser or its respective nominee(s), for the Conversion Shares and the
      Warrant Shares in such amounts as specified from time to time by each Purchaser
      to the Company upon conversion of the Preferred Shares or exercise of the
      Warrants in the form of Exhibit
      G
      attached
      hereto (the “Irrevocable
      Transfer Agent Instructions”).
      Prior
      to registration of the Conversion Shares and the Warrant Shares under the
      Securities Act, all such certificates shall bear the restrictive legend
      specified in Section 5.1 of this Agreement. The Company warrants that no
      instruction other than the Irrevocable Transfer Agent Instructions referred
      to
      in this Section 3.12 will be given by the Company to its transfer agent and
      that
      the Shares shall otherwise be freely transferable on the books and records
      of
      the Company as and to the extent provided in this Agreement and the Registration
      Rights Agreement. If a Purchaser provides the Company with an opinion of
      counsel, in a generally acceptable form, to the effect that a public sale,
      assignment or transfer of the Shares may be made without registration under
      the
      Securities Act or the Purchaser provides the Company with reasonable assurances
      that such Shares can be sold pursuant to Rule 144 without any restriction as
      to
      the number of securities acquired as of a particular date that can then be
      immediately sold, the Company shall permit the transfer, and, in the case of
      the
      Conversion Shares and the Warrant Shares, promptly instruct its transfer agent
      to issue one or more certificates in such name and in such denominations as
      specified by such Purchaser and without any restrictive legend. The Company
      acknowledges that a breach by it of its obligations under this Section 3.12
      will
      cause irreparable harm to the Purchasers by vitiating the intent and purpose
      of
      the transaction contemplated hereby. Accordingly, the Company acknowledges
      that
      the remedy at law for a breach of its obligations under this Section 3.12 will
      be inadequate and agrees, in the event of a breach or threatened breach by
      the
      Company of the provisions of this Section 3.12, that the Purchasers shall be
      entitled, in addition to all other available remedies, to an order and/or
      injunction restraining any breach and requiring immediate issuance and transfer,
      without the necessity of showing economic loss and without any bond or other
      security being required.

    


    
      
        
          
          

        

        
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    Section
      3.13 Disposition
      of Assets.
      So long
      as any Preferred Shares remain outstanding, neither the Company nor any
      Subsidiary shall sell, transfer or otherwise dispose of any of its properties,
      assets and rights to any person except for (i) sales to customers in the
      ordinary course of business (ii) sales or transfers between the Company and
      its
      Subsidiaries or between Subsidiaries of the Company, (iii) sales or transfers
      between the Company, any of its Subsidiaries and Yanglin, or (iv) otherwise
      with
      the prior written consent of the holders of a majority of the Preferred Shares
      then outstanding.

     

    Section
      3.14 Reporting
      Status.
      So long
      as a Purchaser beneficially owns any of the Shares, the Company shall timely
      file all reports required to be filed with the Commission pursuant to the
      Exchange Act, and the Company shall not terminate its status as an issuer
      required to file reports under the Exchange Act even if the Exchange Act or
      the
      rules and regulations thereunder would permit such termination.

     

    Section
      3.15 Disclosure
      of Transaction.
      The
      Company shall issue a press release describing the material terms of the
      transactions contemplated hereby (the “Press
      Release”)
      as
      soon as practicable after the Closing but in no event later than 9:00 A.M.
      Eastern Time on the first Trading Day following the Closing. The Company shall
      also file with the Commission, the Form 8-K describing the material terms of
      the
      transactions contemplated hereby and by the Share Exchange Agreement (and
      attaching as exhibits thereto this Agreement, the Registration Rights Agreement,
      the Series A Certificate of Designation, the Lock-Up Agreement, the Escrow
      Agreement, the Investor and Public Relations Escrow Agreement, forms of each
      of
      the Warrants, the Press Release, the Share Exchange Agreement and each of the
      Restructuring Agreements) as soon as practicable following the Closing Date
      but
      in no event more than four (4) Trading Days following the Closing Date, which
      Press Release and Form 8-K shall be subject to prior review and comment by
      counsel for the Purchasers as set forth in Section 4.2(v). “Trading
      Day”
means
      any day during which the OTC Bulletin Board (or other quotation venue or
      principal exchange on which the Common Stock is traded) shall be open for
      trading.

     

    Section
      3.16 Disclosure
      of Material Information.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf has provided or will provide any Purchaser or its agents or counsel
      with
      any information that the Company believes constitutes material non-public
      information (other than with respect to the transactions contemplated by this
      Agreement), unless prior thereto such Purchaser shall have executed a written
      agreement regarding the confidentiality and use of such information. The Company
      understands and confirms that each Purchaser shall be relying on the foregoing
      representations in effecting transactions in securities of the
      Company.

     

    Section
      3.17 Pledge
      of Securities.
      The
      Company acknowledges and agrees that the Shares may be pledged by a Purchaser
      in
      connection with a bona fide
      margin
      agreement or other loan or financing arrangement that is secured by the Common
      Stock. The pledge of Common Stock shall not be deemed to be a transfer, sale
      or
      assignment of the Common Stock hereunder, and no Purchaser effecting a pledge
      of
      Common Stock shall be required to provide the Company with any notice thereof
      or
      otherwise make any delivery to the Company pursuant to this Agreement or any
      other Transaction Document; provided,
      that a
      Purchaser and its pledgee shall be required to comply with the provisions of
      Article V hereof in order to effect a sale, transfer or assignment of Common
      Stock to such pledgee. At the Purchasers’ expense, the Company hereby agrees to
      execute and deliver such documentation as a pledgee of the Common Stock may
      reasonably request in connection with a pledge of the Common Stock to such
      pledgee by a Purchaser.

    


    
      
        
          
          

        

        
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    Section
      3.18 Form
      SB-2 Eligibility.
      The
      Company currently meets the “registrant eligibility” and transaction
      requirements set forth in the general instructions to Form SB-2 applicable
      to
“resale” registrations on Form SB-2 and the Company shall file all reports
      required to be filed by the Company with the Commission in a timely
      manner.

     

    Section
      3.19 Lock-Up
      Agreement.
      The
      persons listed on Schedule
      3.19
      attached
      hereto shall be subject to the terms and provisions of a lock-up agreement
      in
      substantially the form as Exhibit
      E
      hereto
      (the “Lock-Up
      Agreement”),
      which
      shall provide the manner in which such persons will sell, transfer or dispose
      of
      their shares of Common Stock. Schedule
      3.19
      shall
      set forth opposite such persons’ name, the number of shares beneficially owned
      by such person that are subject to the lock-up.

     

    Section
      3.20 Investor
      and Public Relations Escrow.
      The
      Company shall cause to be deposited pursuant to the terms of the Investor and
      Public Relations Escrow Agreement, Five Hundred Thousand Dollars ($500,000)
      of
      the Purchase Price funded on the Closing Date into a separate escrow account
      to
      be used by the Company in connection with investor and public
      relations.

     

    Section
      3.21 Approval
      of Related Party Transactions.
      On and
      after the Closing, the Company will not, and will not permit any of its
      Subsidiaries, whether directly or indirectly owned, without the unanimous
      written consent of the Company’s Board of Directors (including the consent any
      independent directors) to:

     

    (a) acquire
      any share capital, other securities or interests of Heilongjiang Yanglin Group
      Seed Industrial Co., Ltd., Shuangyashan Tianlin Rice Industrial Co., Ltd. and
      Heilongjiang Yanglin Soybean Group co., Ltd. Hotel, an unincorporated hotel
      (collectively, the “Affiliated
      Companies”)

     

    (b) approve
      transactions or modify the terms of transactions involving the interests of
      the
      Affiliated Companies, including but not limited to make any loans, advances
      or
      other credits to, or guarantee, indemnify, act as surety for, or otherwise
      secure or accept or assume any direct or indirect liability for the liabilities
      of or obligations of any of such companies;

     

    (c) enter
      into any commercial or business contracts with the Affiliated Companies in
      excess of US$5,000;

    


    
      
        
          
          

        

        
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    (d) approve
      or make adjustments or modifications to the terms of transactions involving
      the
      interest of any director or Shareholder of the Company and/or any Subsidiary,
      including but not limited to the making of any loans or advances, whether
      directly or indirectly, or the provision of any guarantee, indemnity or security
      for or in connection with any indebtedness or liabilities of any director or
      Shareholder of the Company and/or any Subsidiary.

     

    Section
      3.22 DTC.
      Not
      later than the effective date of the Registration Statement (as defined in
      the
      Registration Rights Agreement), the Company shall cause its Common Stock to
      be
      eligible for transfer with its transfer agent pursuant to the Depository Trust
      Company Automated Securities Transfer Program.

     

    Section
      3.23 Subsequent
      Financings.
      

     

    (a) For
      a
      period of two (2) years following the effective date of the initial Registration
      Statement (as defined in the Registration Rights Agreement), the Company
      covenants and agrees to promptly notify (in no event later than five (5) days
      after making or receiving an applicable offer) in writing (a “Rights
      Notice”)
      each
      holder of Preferred Shares (each, a “Preferred
      Stockholder”
and
      collectively the “Preferred
      Stockholders”)
      of the
      terms and conditions of any proposed offer or sale to, or exchange with (or
      other type of distribution to) any third party (a “Subsequent
      Financing”),
      of
      Common Stock or any debt or equity securities convertible, exercisable or
      exchangeable into Common Stock; provided,
      however,
      prior
      to delivering to each Preferred Stockholder a Rights Notice, the Company shall
      first deliver to each Preferred Stockholder a written notice of its intention
      to
      effect a Subsequent Financing (“Pre-Notice”)
      within
      three (3) Trading Days of receiving an applicable offer, which Pre-Notice shall
      ask such Preferred Stockholder if it wants to review the details of such
      financing. Upon the request of a Preferred Stockholder, and only upon a request
      by such Preferred Stockholder within three (3) Trading Days of receipt of a
      Pre-Notice, the Company shall promptly, but no later than two (2) Trading Days
      after such request, deliver a Rights Notice to such Preferred Stockholder.
      The
      Rights Notice shall describe, in reasonable detail, the proposed Subsequent
      Financing, the names and investment amounts of all investors participating
      in
      the Subsequent Financing (if known), the proposed closing date of the Subsequent
      Financing, which shall be no earlier than ten (10) Trading Days from the date
      of
      the Rights Notice, and all of the terms and conditions thereof and proposed
      definitive documentation to be entered into in connection therewith. The Rights
      Notice shall provide each Preferred Stockholder an option (the “Rights
      Option”)
      during
      the ten (10) Trading Days following delivery of the Rights Notice (the
“Option
      Period”)
      to
      inform the Company whether such Preferred Stockholder will purchase up to its
      pro rata portion of all or a portion of the securities being offered in such
      Subsequent Financing on the same, absolute terms and conditions as contemplated
      by such Subsequent Financing, provided the amount of such purchase shall not
      exceed the Purchase Price hereunder of the Preferred Shares held by such
      Preferred Stockholder except as allowed by the following sentence. If any
      Preferred Stockholder elects not to participate in such Subsequent Financing,
      the other Preferred Stockholders may participate on a pro-rata basis so long
      as
      such participation in the aggregate does not exceed the total Purchase Price
      hereunder. For purposes of this Section, all references to “pro rata” means, for
      any Preferred Stockholder electing to participate in such Subsequent Financing,
      the percentage obtained by dividing (x) the number of Preferred Shares held
      by
      such Preferred Stockholder at the Closing by (y) the total number of all of
      the
      Preferred Shares issued hereunder. Delivery of any Rights Notice constitutes
      a
      representation and warranty by the Company that there are no other material
      terms and conditions, arrangements, agreements or otherwise except for those
      disclosed in the Rights Notice, to provide additional compensation to any party
      participating in any proposed Subsequent Financing, including, but not limited
      to, additional compensation based on changes in the Purchase Price or any type
      of reset or adjustment of a purchase or conversion price or to issue additional
      securities at any time after the closing date of a Subsequent Financing. If
      the
      Company does not receive notice of exercise of the Rights Option from the
      Preferred Stockholder within the Option Period, the Company shall have the
      right
      to close the Subsequent Financing on the scheduled closing date with a third
      party; provided,
      that
      all of the material terms and conditions of the closing are the same as those
      provided to the Preferred Stockholder in the Rights Notice. If the closing
      of
      the proposed Subsequent Financing does not occur by that date, any closing
      of
      the contemplated Subsequent Financing or any other Subsequent Financing shall
      be
      subject to all of the provisions of this Section 3.21(a), including, without
      limitation, the delivery of a new Rights Notice. The provisions of this Section
      3.21(a) shall not apply to issuances of securities in a Permitted
      Financing.

    


    
      
        
          
          

        

        
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    (b) For
      purposes of this Agreement, a Permitted Financing (as defined hereinafter)
      shall
      not be considered a Subsequent Financing. A “Permitted
      Financing”
shall
      mean (i) securities issued (other than for cash) in connection with a merger,
      acquisition, or consolidation, (ii) securities issued pursuant to the conversion
      or exercise of convertible or exercisable securities issued or outstanding
      on or
      prior to the date of this Agreement or issued pursuant to this Agreement or
      any
      of the other Transaction Documents (so long as the conversion or exercise price
      in such securities are not amended to lower such price and/or adversely affect
      the Purchasers), (iii) securities issued in connection with bona fide strategic
      license agreements or other partnering arrangements so long as such issuances
      are not for the purpose of raising capital, (iv) Common Stock issued or the
      issuance or grants of options to purchase Common Stock pursuant to the Issuer’s
      equity incentive plans outstanding as they exist on the date of this Agreement,
      (v) the issuance or grants of options to purchase Common Stock to employees,
      officers or directors of the Company pursuant to any equity incentive plan
      duly
      adopted by the Board or a committee thereof established for such purpose so
      long
      as such issuances in the aggregate do not exceed 10% of the issued and
      outstanding shares of Common Stock as of the date of this Agreement and the
      specified price at which the options may be exercised is equal to or greater
      than the Per Share Market Value as of the date of such grant, and (vi) any
      warrants issued to the placement agent, financial advisors and their respective
      designees for the transactions contemplated by the Transaction Documents;
provided,
      however
      that with respect to any such Permitted Financing pursuant to (i) and (iii)
      such
      Permitted Financings shall be subject to the prior written approval of Vision
      Opportunity Master Fund, Ltd. (“Vision”).

     

    For
      purposes of this Section 3.23(b)(v), “Per Share Market Value” means on the date
      of grant (a) the last closing price per share of the Common Stock on such date
      on the OTC Bulletin Board or another registered national stock exchange on
      which
      the Common Stock is then listed, or if there is no closing price on such date,
      then the closing bid price on such date, or if there is no closing bid price
      on
      such date, then the closing price on such exchange or quotation system on the
      date nearest preceding such date, or (b) if the Common Stock is not listed
      then
      on the OTC Bulletin Board or any registered national stock exchange, the last
      closing price for a share of Common Stock in the over-the-counter market, as
      reported by the OTC Bulletin Board or in the National Quotation Bureau
      Incorporated or similar organization or agency succeeding to its functions
      of
      reporting prices) at the close of business on such date, or if there is no
      closing price on such date, then the closing bid price on such date, or (c)
      if
      the Common Stock is not then reported by the OTC Bulletin Board or the National
      Quotation Bureau Incorporated (or similar organization or agency succeeding
      to
      its functions of reporting prices), then the average of the “Pink Sheet” quotes
      for the five (5) Trading Days preceding such date of determination, or (d)
      if
      the Common Stock is not then publicly traded the fair market value of a share
      of
      Common Stock as determined by a nationally recognized or major regional
      investment banking firm or firm of independent certified public accountants
      of
      recognized standing that is regularly engaged in the business of appraising
      the
      capital stock or assets of corporations or other entities as going concerns,
      and
      which is not affiliated with either the Company or the Purchasers (the
“Independent
      Appraiser”)
      selected in good faith by the Majority Holders; provided,
      however,
      that
      the Issuer, after receipt of the determination by such Independent Appraiser,
      shall have the right to select an additional Independent Appraiser, in which
      case, the fair market value shall be equal to the average of the determinations
      by each such Independent Appraiser; and provided,
      further,
      that
      all determinations of the Per Share Market Value shall be appropriately adjusted
      for any stock dividends, stock splits or other similar transactions during
      such
      period. The determination of fair market value by an Independent Appraiser
      shall
      be based upon the fair market value of the Issuer determined on a going concern
      basis as between a willing buyer and a willing seller and taking into account
      all relevant factors determinative of value, and shall be final and binding
      on
      all parties. In determining the fair market value of any shares of Common Stock,
      no consideration shall be given to any restrictions on transfer of the Common
      Stock imposed by agreement or by federal or state securities laws, or to the
      existence or absence of, or any limitations on, voting rights.

    


    
      
        
          
          

        

        
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    (c) Nothing
      herein shall prohibit the Company from establishing an employee stock option,
      restricted stock or other form of equity incentive plan for employees, officers
      or directors of the Company, and any awards made under such plan or exercises
      of
      such awards by the recipients thereof shall be deemed to be a Permitted
      Financing, subject to the 10% threshold set forth in (b)(v) above.

     

    Section
      3.24 Sarbanes-Oxley
      Act.
      The
      Company shall use its best efforts to be in compliance with the applicable
      provisions of the Sarbanes-Oxley Act of 2002, and the rules and regulations
      promulgated thereunder, as required under such Act.

     

    Section
      3.25 Exchange
      Listing.
      No
      later than December 31, 2008, the Company shall apply to list and have its
      shares of Common Stock traded on the Nasdaq Capital Market, the Nasdaq Global
      Select Market or the Nasdaq Global Market or any successor market thereto
      (collectively, “Nasdaq”),
      or
      the New York Stock Exchange or any successor market thereto (together with
      Nasdaq, each a “National
      Stock Exchange”).
      In
      the event the shares of Common Stock are not listed and trading on a National
      Stock Exchange by December 31, 2008, each of the stockholders of the Company
      as
      listed on Schedule
      3.25
      (each a
“Principal
      Stockholder”;
      collectively, the “Principal
      Stockholders”)
      shall
      transfer such number of shares of Common Stock held by such Principal
      Stockholder as set forth opposite such Principal Stockholder’s name on
Schedule
      3.25
      (the
“Listing
      Penalty Shares”)
      to the
      Purchasers to be distributed to the Purchasers on a pro rata basis. The number
      of Listing Penalty Shares to be transferred by each Principal Stockholder to
      the
      Purchasers shall be equal to 1,000,000 shares of Common Stock times a fraction,
      the numerator of which is the number of shares of Common Stock held by such
      Principal Stockholder and the denominator of which is the total number of shares
      of Common Stock held by the Principal Stockholders. In connection with the
      foregoing, each Purchaser may elect, at each Purchaser’s sole discretion, to
      receive (i) shares of Common Stock owned by the Principal Stockholders or (ii)
      upon notice to the Company, Escrow Agent and Principal Stockholders (each as
      defined in the Securities Escrow Agreement), a portion of the Escrow Shares
      (as
      defined in the Securities Escrow Agreement) in such amount as set forth in
      the
      preceding sentence. In the event a Purchaser elects to receive shares of Common
      Stock from the Escrow Shares pursuant to the foregoing and if the Escrow Shares
      then remaining are insufficient to satisfy the Principal Stockholders’
obligations under Sections 1.3 and 1.4 of the Securities Escrow Agreement,
      the
      Principal Stockholders shall, on a pro rata basis, deliver to the Escrow Agent
      additional shares of Common Stock owned by them in the amounts released to
      such
      Purchaser within ten (10) business days of the release of such shares from
      escrow.

    


    
      
        
          
          

        

        
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    Section
      3.26 No
      Commissions in connection with Conversion of Preferred Shares.
      In
      connection with the conversion of the Preferred Shares into Conversion Shares,
      neither the Company nor any Person acting on its behalf will take any action
      that would result in the Conversion Shares being exchanged by the Company other
      than with the then existing holders of the Preferred Shares exclusively where
      no
      commission or other remuneration is paid or given directly or indirectly for
      soliciting the exchange in compliance with Section 3(a)(9) of the Securities
      Act.

     

    Section
      3.27 Ownership
      Cap and Exercise Restriction.
      Notwithstanding anything to the contrary set forth in this Purchase Agreement,
      at no time may a Purchaser of Preferred Shares convert their Preferred Shares
      into shares of the Company’s’ Common Stock if the number of shares of Common
      Stock to be issued pursuant to such conversion would exceed, when aggregated
      with all other shares of Common Stock beneficially owned by such Purchaser
      at
      such time, the number of shares of Common Stock which would result in such
      Purchaser beneficially owning (as determined in accordance with Section 13(d)
      of
      the Exchange Act and the rules thereunder) in excess of 4.99% of the then issued
      and outstanding shares of Common Stock; provided,
      however,
      that
      upon a Purchaser providing the Company with sixty-one (61) days notice (pursuant
      to Section 13 hereof) (the “Waiver
      Notice”)
      that
      such Purchaser would like to waive this Section 3.27 with regard to any or
      all
      shares of Common Stock issuable upon conversion of the Preferred Shares, this
      Section 3.27 will be of no force or effect with regard to all or a portion
      of
      the Preferred Shares referenced in the Waiver Notice. 

     

    Section
      3.28 Protection
      of Intellectual Property Rights
      At any
      time on or after the consummation of the transactions contemplated by this
      agreement, the Company becomes aware that of an infringement of the Yanglin
      name, whether in the United States of America, The People’s Republic of China,
      or elsewhere the Company shall take any and all commercially reasonable measures
      to enforce its intellectual property rights to protect the Yanglin name, whether
      under statute or common law, in law or in equity, in accordance with such
      country’s intellectual property laws.

    


    
      
        
          
          

        

        
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    ARTICLE
      IV

      


    CONDITIONS

     

    Section
      4.1 Conditions
      Precedent to the Obligation of the Company to Sell the Shares.
      The
      obligation hereunder of the Company to issue and sell the Preferred Shares
      and
      the Warrants to the Purchasers is subject to the satisfaction or waiver, at
      or
      before the Closing, of each of the conditions set forth below. These conditions
      are for the Company’s sole benefit and may be waived by the Company at any time
      in its sole discretion.

     

    (a) Accuracy
      of Each Purchaser’s Representations and Warranties.
      The
      representations and warranties of each Purchaser in this Agreement and each
      of
      the other Transaction Documents to which such Purchaser is a party shall be
      true
      and correct in all material respects as of the date when made and as of the
      Closing Date as though made at that time, except for representations and
      warranties that are expressly made as of a particular date, which shall be
      true
      and correct in all material respects as of such date.

     

    (b) Performance
      by the Purchasers.
      Each
      Purchaser shall have performed, satisfied and complied in all respects with
      all
      covenants, agreements and conditions required by this Agreement to be performed,
      satisfied or complied with by such Purchaser at or prior to the
      Closing.

     

    (c) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

     

    (d) Delivery
      of Purchase Price.
      The
      Purchase Price for the Preferred Shares and Warrants has been delivered to
      the
      escrow agent pursuant to the Escrow Agreement.

     

    (e) Delivery
      of Transaction Documents.
      The
      Transaction Documents to which the Purchasers are parties have been duly
      executed and delivered by the Purchasers to the Company.

     

    (f) Share
      Exchange Transaction.
      Prior
      to the Closing, the Share Exchange Transaction shall have been
      consummated.

     

    Section
      4.2 Conditions
      Precedent to the Obligation of the Purchasers to Purchase the
      Shares.
      The
      obligation hereunder of each Purchaser to acquire and pay for the Preferred
      Shares and the Warrants is subject to the satisfaction or waiver, at or before
      the Closing, of each of the conditions set forth below. These conditions are
      for
      each Purchaser’s sole benefit and may be waived by such Purchaser at any time in
      its sole discretion.

     

    (a) Accuracy
      of the Company’s Representations and Warranties.
      Each of
      the representations and warranties of the Company in this Agreement and the
      other Transaction Documents shall be true and correct in all respects as of
      the
      date when made and as of the Closing Date as though made at that time (except
      for representations and warranties that are expressly made as of a particular
      date), which shall be true and correct in all respects as of such
      date.

    


    
      
        
          
          

        

        
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    (b) Performance
      by the Company.
      The
      Company shall have performed, satisfied and complied in all respects with all
      covenants, agreements and conditions required by this Agreement to be performed,
      satisfied or complied with by the Company at or prior to the
      Closing.

     

    (c) No
      Suspension, Etc.
      Quotation of the Common Stock shall not have been suspended by the Commission
      or
      the OTC Bulletin Board (except for any suspension of trading of limited duration
      agreed to by the Company, which suspension shall be terminated prior to the
      Closing), and, at any time prior to the Closing Date, trading in securities
      generally as reported by Bloomberg Financial Markets (“Bloomberg”)
      shall
      not have been suspended or limited, or minimum prices shall not have been
      established on securities whose trades are reported by Bloomberg, or on the
      New
      York Stock Exchange, nor shall a banking moratorium have been declared either
      by
      the United States or New York State authorities, nor shall there have occurred
      any material outbreak or escalation of hostilities or other national or
      international calamity or crisis of such magnitude in its effect on, or any
      material adverse change in any financial market which, in each case, in the
      judgment of such Purchaser, makes it impracticable or inadvisable to purchase
      the Preferred Shares.

     

    (d) No
      Injunction.
      No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction which prohibits the consummation of any
      of
      the transactions contemplated by this Agreement.

     

    (e) No
      Proceedings or Litigation.
      No
      action, suit or proceeding before any arbitrator or any governmental authority
      shall have been commenced, and no investigation by any governmental authority
      shall have been threatened, against the Company or any subsidiary, or any of
      the
      officers, directors or affiliates of the Company or any subsidiary seeking
      to
      restrain, prevent or change the transactions contemplated by this Agreement,
      or
      seeking damages in connection with such transactions.

     

    (f) Series
      A and B Certificates of Designation of Rights and Preferences.
      Prior
      to the Closing, the Series A and B Certificates of Designation in the form
      of
Exhibit
      B
      attached
      hereto (the “Certificates
      of Designation”)
      shall
      have been filed with the Secretary of State of Nevada. 

     

    (g) Opinions
      of Counsel, Etc.
      At the
      Closing, the Purchasers shall have received an opinion of counsel to the
      Company, dated the date of the Closing, in substantially the form of
Exhibit
      H-1
      hereto,
      and such other certificates and documents as the Purchasers or its counsel
      shall
      reasonably require incident to the Closing. At the Closing, the Purchasers
      shall
      have received an opinion of PRC counsel to Yanglin, dated the date of the
      Closing with respect to the Restructuring Agreements and such other matters
      as
      the Purchasers may reasonably request, in substantially the form of Exhibit
      H-2
      hereto.


    


    
      
        
          
          

        

        
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    (h) Registration
      Rights Agreement.
      At the
      Closing, the Company shall have executed and delivered the Registration Rights
      Agreement to each Purchaser.

     

    (i) Certificates.
      The
      Company shall have executed and delivered to the Purchasers the certificates
      (in
      such denominations as such Purchaser shall request) for the Preferred Shares
      and
      the Warrants being acquired by such Purchaser at the Closing (in such
      denominations as such Purchaser shall request).

     

    (j) Resolutions.
      The
      Board of Directors of the Company shall have adopted resolutions consistent
      with
      Section 2.1(b) hereof in a form reasonably acceptable to such Purchaser (the
      “Resolutions”).

     

    (k) Reservation
      of Shares.
      As of
      the Closing Date, the Company shall have reserved out of its authorized and
      unissued Common Stock, solely for the purpose of effecting the conversion of
      the
      Preferred Shares and the exercise of the Warrants, a number of shares of Common
      Stock equal to one hundred fifty percent (150%) of the aggregate number of
      Conversion Shares issuable upon conversion of the Preferred Shares issued or
      to
      be issued pursuant to this Agreement and the number of Warrant Shares issuable
      upon exercise of the number of Warrants issued or to be issued pursuant to
      this
      Agreement.

     

    (l) Transfer
      Agent Instructions.
      As of
      the Closing Date, the Irrevocable Transfer Agent Instructions, in the form
      of
Exhibit
      G
      attached
      hereto, shall have been delivered to and acknowledged in writing by the
      Company’s transfer agent.

     

    (m) Lock-Up
      Agreement.
      As of
      the Closing Date, the persons listed on Schedule
      3.19
      hereto
      shall have delivered to the Purchasers a fully executed Lock-Up Agreement in
      the
      form of Exhibit
      E
      attached
      hereto.

     

    (n) Secretary’s
      Certificate.
      The
      Company shall have delivered to each such Purchaser a secretary’s certificate,
      dated as of the Closing Date, as to (i) the Resolutions, (ii) the Articles,
      (iii) the Bylaws, (iv) the Series A Certificate of Designation, each as in
      effect at the Closing, and (iv) the authority and incumbency of the officers
      of
      the Company executing the Transaction Documents and any other documents required
      to be executed or delivered in connection therewith.

     

    (o) Officer’s
      Certificate.
      The
      Company shall have delivered to the Purchasers a certificate of an executive
      officer of the Company, dated as of the Closing Date, confirming the accuracy
      of
      the Company’s representations, warranties and covenants as of the Closing Date
      and confirming the compliance by the Company with the conditions precedent
      set
      forth in this Section 4.2 as of the Closing Date.

     

    (p) Escrow
      Agreements.
      At the
      Closing, the Company and the escrow agent shall have executed and delivered
      the
      Escrow Agreement in the form of Exhibit
      F-1
      attached
      hereto and the Investor and Public Relations Escrow Agreement in the form of
      Exhibit
      F-2
      attached
      hereto to each Purchaser.

     

    (q) Securities
      Escrow Agreement.
      The
      Securities Escrow Agreement shall have been executed by the parties thereto
      and
      the Escrow Shares (as defined in the Securities Escrow Agreement) shall have
      been deposited into the escrow account pursuant to the terms of the Securities
      Escrow Agreement in the form of Exhibit
      F-3
      attached
      hereto.

    


    
      
        
          
          

        

        
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    (r) Material
      Adverse Effect.
      No
      Material Adverse Effect shall have occurred at or before the Closing
      Date.

     

    (s) Share
      Exchange Transaction.
      Prior
      to the Closing, the Share Exchange Transaction shall have been
      consummated.

     

    (t) Financial
      Statements.
      The
      Company has previously delivered to the Purchasers the audited financial
      statements of Yanglin for the fiscal years ended December 31, 2006, 2005 and
      2004 audited by Samuel H. Wong & Co., LLP and the interim financial
      statements for the quarters ended March 31, 2007 and June 30, 2007 (the
“Yanglin
      Financial Statements”),
      which
      Yanglin Financial Statements were acceptable to the Purchasers.

     

    (u) Capitalization
      Table.
      No later
      than the third Business Days prior to the Closing Date, the Company shall have
      delivered to each of the Purchasers a capitalization table setting forth (i)
      its
      capitalization, on a fully diluted basis immediately prior to the Closing and
      (ii) its pro forma capitalization, on a fully diluted basis, giving effect
      to
      the consummation of the transactions contemplated by this Agreement. In each
      case, the table shall list all outstanding options, warrants and other
      securities convertible into equity of the Company. 

     

    (v) Draft
      Form 8-K No
      later
      than three (3) Business Day prior to the Closing Date, the Company shall have
      delivered to each of the Purchasers, a draft of the Form 8-K (the “Draft
      Form 8-K”),
      in
      substantially final form, that it proposes to file with the Securities and
      Exchange Commission, which sections of the Draft Form 8-K shall be reasonably
      acceptable to the Purchasers.

     

    (w) Employment
      Contracts.
      At the
      Closing, the Company shall deliver the employment contracts executed by and
      between Yanglin and each of Shulin Liu, Shaocheng Xu and Zongtai Guo
      (collectively, the “Key
      Employees”)
      and on
      the terms and form as attached to the Share Exchange Agreement.

     

    (x) Confidentiality
      and Non-Competition Agreement
      At the
      Closing, the Company shall deliver the confidentiality and non-competition
      agreements executed by and between Yanglin and each of the Key Employees on
      the
      terms and form as attached to the Share Exchange Agreement.

     

    (y) Non-Compete
      Undertaking Letters.
      At the
      Closing the Company shall deliver the non-compete undertaking letters executed
      by and between Yanglin and each of the Key Employees on the terms and form
      as
      attached to the Share Exchange Agreement.

     

    ARTICLE
      V


     

    Stock
      Certificate Legend

     

    Section
      5.1 Legend.
      Each
      certificate representing the Preferred Shares and the Warrants, and, if
      appropriate, securities issued upon conversion thereof, shall be stamped or
      otherwise imprinted with a legend substantially in the following form (in
      addition to any legend required by applicable state securities or “blue sky”
laws):

    


    
      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

    

    


     

    THESE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
      PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

     

    The
      Company agrees to reissue certificates representing any of the Conversion Shares
      and the Warrant Shares, without the legend set forth above if at such time,
      prior to making any transfer of any such securities, such holder thereof shall
      give written notice to the Company describing the manner and terms of such
      transfer and removal as the Company may reasonably request. Such proposed
      transfer and removal will not be effected until: (a) either (i) the Company
      has
      received an opinion of counsel reasonably satisfactory to the Company, to the
      effect that the registration of the Conversion Shares or the Warrant Shares
      under the Securities Act is not required in connection with such proposed
      transfer, (ii) a registration statement under the Securities Act covering such
      proposed disposition has been filed by the Company with the Commission and
      has
      become effective under the Securities Act, (iii) the Company has received other
      evidence reasonably satisfactory to the Company that such registration and
      qualification under the Securities Act and state securities laws are not
      required, or (iv) the holder provides the Company with reasonable assurances
      that such security can be sold pursuant to Rule 144 under the Securities Act;
      and (b) either (i) the Company has received an opinion of counsel reasonably
      satisfactory to the Company, to the effect that registration or qualification
      under the securities or “blue sky” laws of any state is not required in
      connection with such proposed disposition, or (ii) compliance with applicable
      state securities or “blue sky” laws has been effected or a valid exemption
      exists with respect thereto. The Company will respond to any such notice from
      a
      holder within five (5) business days. In the case of any proposed transfer
      under
      this Section 5.1, the Company will use reasonable efforts to comply with any
      such applicable state securities or “blue sky” laws, but shall in no event be
      required, (x) to qualify to do business in any state where it is not then
      qualified, (y) to take any action that would subject it to tax or to the general
      service of process in any state where it is not then subject, or (z) to comply
      with state securities or “blue sky” laws of any state for which registration by
      coordination is unavailable to the Company. The restrictions on transfer
      contained in this Section 5.1 shall be in addition to, and not by way of
      limitation of, any other restrictions on transfer contained in any other section
      of this Agreement. Whenever a certificate representing the Conversion Shares
      or
      Warrant Shares is required to be issued to a Purchaser without a legend, in
      lieu
      of delivering physical certificates representing the Conversion Shares or
      Warrant Shares (provided that a registration statement under the Securities
      Act
      providing for the resale of the Warrant Shares and Conversion Shares is then
      in
      effect), the Company may cause its transfer agent to electronically transmit
      the
      Conversion Shares or Warrant Shares to a Purchaser by crediting the account
      of
      such Purchaser or such Purchaser’s Prime Broker with the Depository Trust
      Company (“DTC”)
      through its Deposit Withdrawal Agent Commission (“DWAC”)
      system
      (to the extent not inconsistent with any provisions of this
      Agreement).

    


    
      
        
          
          

        

        
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    ARTICLE
      VI

     

    Indemnification

     

    Section
      6.1 General
      Indemnity.
      The
      Company agrees to indemnify and hold harmless the Purchasers (and their
      respective directors, officers, managers, partners, members, shareholders,
      affiliates, agents, successors and assigns) from and against any and all losses,
      liabilities, deficiencies, costs, damages and expenses (including, without
      limitation, reasonable attorneys’ fees, charges and disbursements) incurred by
      the Purchasers as a result of any inaccuracy in or breach of the
      representations, warranties or covenants made by the Company herein. Each
      Purchaser severally but not jointly agrees to indemnify and hold harmless the
      Company and its directors, officers, affiliates, agents, successors and assigns
      from and against any and all losses, liabilities, deficiencies, costs, damages
      and expenses (including, without limitation, reasonable attorneys’ fees, charges
      and disbursements) incurred by the Company as a result of any inaccuracy in
      or
      breach of the representations, warranties or covenants made by such Purchaser
      herein. The maximum aggregate liability of each Purchaser pursuant to its
      indemnification obligations under this Article VII shall not exceed the portion
      of the Purchase Price paid by such Purchaser hereunder.

     

    Section
      6.2 Indemnification
      Procedure.
      Any
      party entitled to indemnification under this Article VI (an “indemnified party”)
      will give written notice to the indemnifying party of any matters giving rise
      to
      a claim for indemnification; provided,
      that
      the failure of any party entitled to indemnification hereunder to give notice
      as
      provided herein shall not relieve the indemnifying party of its obligations
      under this Article VI except to the extent that the indemnifying party is
      actually prejudiced by such failure to give notice. In case any action,
      proceeding or claim is brought against an indemnified party in respect of which
      indemnification is sought hereunder, the indemnifying party shall be entitled
      to
      participate in and, unless in the reasonable judgment of the indemnified party
      a
      conflict of interest between it and the indemnifying party may exist with
      respect of such action, proceeding or claim, to assume the defense thereof
      with
      counsel reasonably satisfactory to the indemnified party. In the event that
      the
      indemnifying party advises an indemnified party that it will contest such a
      claim for indemnification hereunder, or fails, within thirty (30) days of
      receipt of any indemnification notice to notify, in writing, such person of
      its
      election to defend, settle or compromise, at its sole cost and expense, any
      action, proceeding or claim (or discontinues its defense at any time after
      it
      commences such defense), then the indemnified party may, at its option, defend,
      settle or otherwise compromise or pay such action or claim. In any event, unless
      and until the indemnifying party elects in writing to assume and does so assume
      the defense of any such claim, proceeding or action, the indemnified party’s
      costs and expenses arising out of the defense, settlement or compromise of
      any
      such action, claim or proceeding shall be losses subject to indemnification
      hereunder. The indemnified party shall cooperate fully with the indemnifying
      party in connection with any negotiation or defense of any such action or claim
      by the indemnifying party and shall furnish to the indemnifying party all
      information reasonably available to the indemnified party which relates to
      such
      action or claim. The indemnifying party shall keep the indemnified party fully
      apprised at all times as to the status of the defense or any settlement
      negotiations with respect thereto. If the indemnifying party elects to defend
      any such action or claim, then the indemnified party shall be entitled to
      participate in such defense with counsel of its choice at its sole cost and
      expense. The indemnifying party shall not be liable for any settlement of any
      action, claim or proceeding effected without its prior written consent.
      Notwithstanding anything in this Article VI to the contrary, the indemnifying
      party shall not, without the indemnified party’s prior written consent, settle
      or compromise any claim or consent to entry of any judgment in respect thereof
      which imposes any future obligation on the indemnified party or which does
      not
      include, as an unconditional term thereof, the giving by the claimant or the
      plaintiff to the indemnified party of a release from all liability in respect
      of
      such claim. The indemnification required by this Article VI shall be made by
      periodic payments of the amount thereof during the course of investigation
      or
      defense, as and when bills are received or expense, loss, damage or liability
      is
      incurred, so long as the indemnified party irrevocably agrees to refund such
      moneys if it is ultimately determined by a court of competent jurisdiction
      that
      such party was not entitled to indemnification. The indemnity agreements
      contained herein shall be in addition to (a) any cause of action or similar
      rights of the indemnified party against the indemnifying party or others, and
      (b) any liabilities the indemnifying party may be subject to pursuant to the
      law.

    


    
      
        
          
          

        

        
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    ARTICLE
      VII

     

    Miscellaneous

     

    Section
      7.1 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement and the other Transaction Documents,
      each party shall pay the fees and expenses of its advisors, counsel, accountants
      and other experts, if any, and all other expenses, incurred by such party
      incident to the negotiation, preparation, execution, delivery and performance
      of
      this Agreement, provided that the Company shall pay all actual and reasonable
      attorneys’ fees and expenses (including disbursements and out-of-pocket
      expenses) up to a maximum of $40,000 incurred by the Purchasers in connection
      with the preparation, negotiation, execution and delivery of this Agreement
      and
      the other Transaction Documents and the consummation of the transactions and
      the
      review of the Restructuring Agreements. The Company shall also pay to Vision
      in
      connection with due diligence expenses incurred by Vision an aggregate amount
      of
      $100,000, of which $10,000 has been previously paid, and the balance in the
      aggregate amount of $90,000 shall be paid at the Closing. The Company shall
      also
      pay all reasonable fees and expenses incurred by the Purchasers in connection
      with the enforcement of this Agreement or any of the other Transaction
      Documents, including, without limitation, all reasonable attorneys’ fees and
      expenses but only if the Purchasers are successful in any litigation or
      arbitration relating to such enforcement.

     

    Section
      7.2 Specific
      Enforcement, Consent to Jurisdiction.
      

     

    (a) The
      Company and the Purchasers acknowledge and agree that irreparable damage would
      occur in the event that any of the provisions of this Agreement or the other
      Transaction Documents were not performed in accordance with their specific
      terms
      or were otherwise breached. It is accordingly agreed that the parties shall
      be
      entitled to an injunction or injunctions to prevent or cure breaches of the
      provisions of this Agreement or the other Transaction Documents and to enforce
      specifically the terms and provisions hereof or thereof, this being in addition
      to any other remedy to which any of them may be entitled by law or
      equity.

    


    
      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

    


     

    (b) Each
      of
      the Company and the Purchasers (i) hereby irrevocably submits to the
      jurisdiction of the United States District Court sitting in the Southern
      District of New York and the courts of the State of New York located in New
      York
      county for the purposes of any suit, action or proceeding arising out of or
      relating to this Agreement or any of the other Transaction Documents or the
      transactions contemplated hereby or thereby and (ii) hereby waives, and agrees
      not to assert in any such suit, action or proceeding, any claim that it is
      not
      personally subject to the jurisdiction of such court, that the suit, action
      or
      proceeding is brought in an inconvenient forum or that the venue of the suit,
      action or proceeding is improper. Each of the Company and the Purchasers
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices to
      it
      under this Agreement and agrees that such service shall constitute good and
      sufficient service of process and notice thereof. Nothing in this Section 7.2
      shall affect or limit any right to serve process in any other manner permitted
      by law.

     

    Section
      7.3 Entire
      Agreement; Amendment.
      This
      Agreement and the other Transaction Documents contains the entire understanding
      and agreement of the parties with respect to the matters covered hereby and,
      except as specifically set forth herein or in the Transaction Documents, neither
      the Company nor any of the Purchasers makes any representations, warranty,
      covenant or undertaking with respect to such matters and they supersede all
      prior understandings and agreements with respect to said subject matter, all
      of
      which are merged herein. No provision of this Agreement may be waived or amended
      other than by a written instrument signed by the Company and the holders of
      at
      least seventy-five percent (75%) of the Preferred Shares then outstanding,
      and
      no provision hereof may be waived other than by an a written instrument signed
      by the party against whom enforcement of any such amendment or waiver is sought.
      No such amendment shall be effective to the extent that it applies to less
      than
      all of the holders of the Preferred Shares then outstanding. No consideration
      shall be offered or paid to any person to amend or consent to a waiver or
      modification of any provision of any of the Transaction Documents unless the
      same consideration is also offered to all of the parties to the Transaction
      Documents or holders of Preferred Shares, as the case may be.

     

    Section
      7.4 Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telex (with correct answer back received), telecopy or facsimile
      at
      the address or number designated below (if delivered on a business day during
      normal business hours where such notice is to be received), or the first
      business day following such delivery (if delivered other than on a business
      day
      during normal business hours where such notice is to be received) or (b) on
      the
      second business day following the date of mailing by express courier service,
      fully prepaid, addressed to such address, or upon actual receipt of such
      mailing, whichever shall first occur. The addresses for such communications
      shall be:

     

    If
      to the
      Company:  

    


    Victory
      Divide Mining Company

    c/o
      Heilongjiang Yanglin Soybean Group

    No.
      99
      Fanrong Street

    


    


    
      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

    

    


    Jixian
      Town Heilongjiang

    People’s
      Republic of china 155900

    Tel:
       86-469-467-8077

    Fax:
       86-469-469-3000

    Email: kingbodel@163.com

     

    with
      copies to: 

    


    Guzov
      Ofsink, LLC

    600
      Madison Avenue, 14th Floor

    New
      York,
      New York 10022

    Attention:
      Darren Ofsink

    Tel.
      No.:
      (212) 371-8008, ext. 127

    Fax
      No.:
      (212) 688-7273

     

    If
      to any
      Purchaser:           
At
      the
      address of such Purchaser set forth on Exhibit
      A
      to this
      Agreement, with copies to Purchaser’s counsel as set forth on Exhibit
      A
      or as
      specified in writing by such Purchaser with copies to:

     

    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attention:
      Mitchell S. Nussbaum, Esq.

    Tel
      No.:
      (212) 407-4000

    Fax
      No.:
      (212) 407-4990

     

    Any
      party
      hereto may from time to time change its address for notices by giving at least
      ten (10) days written notice of such changed address to the other party
      hereto.

     

    Section
      7.5 Waivers.
      No
      waiver by either party of any default with respect to any provision, condition
      or requirement of this Agreement shall be deemed to be a continuing waiver
      in
      the future or a waiver of any other provisions, condition or requirement hereof,
      nor shall any delay or omission of any party to exercise any right hereunder
      in
      any manner impair the exercise of any such right accruing to it
      thereafter.

     

    Section
      7.6 Headings.
      The
      article, section and subsection headings in this Agreement are for convenience
      only and shall not constitute a part of this Agreement for any other purpose
      and
      shall not be deemed to limit or affect any of the provisions
      hereof.

     

    Section
      7.7 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns.

     

    Section
      7.8 No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

    


    
      
        
          
          

        

        
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    Section
      7.9 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York, without giving effect to any of the conflicts
      of
      law principles which would result in the application of the substantive law
      of
      another jurisdiction. This Agreement shall not be interpreted or construed
      with
      any presumption against the party causing this Agreement to be
      drafted.

     

    Section
      7.10 Survival.
      The
      representations and warranties of the Company and the Purchasers shall survive
      the execution and delivery hereof and the Closings hereunder for a period of
      two
      years following the Closing Date.

     

    Section
      7.11 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other parties
      hereto, it being understood that all parties need not sign the same counterpart.
      In the event that any signature is delivered by facsimile transmission, such
      signature shall create a valid binding obligation of the party executing (or
      on
      whose behalf such signature is executed) the same with the same force and effect
      as if such facsimile signature were the original thereof.

     

    Section
      7.12 Publicity.
      The
      Company agrees that it will not disclose, and will not include in any public
      announcement, the name of the Purchasers without the consent of the Purchasers
      unless and until such disclosure is required by law or applicable regulation,
      and then only to the extent of such requirement.

     

    Section
      7.13 Severability.
      The
      provisions of this Agreement and the Transaction Documents are severable and,
      in
      the event that any court of competent jurisdiction shall determine that any
      one
      or more of the provisions or part of the provisions contained in this Agreement
      or the Transaction Documents shall, for any reason, be held to be invalid,
      illegal or unenforceable in any respect, such invalidity, illegality or
      unenforceability shall not affect any other provision or part of a provision
      of
      this Agreement or the Transaction Documents and such provision shall be reformed
      and construed as if such invalid or illegal or unenforceable provision, or
      part
      of such provision, had never been contained herein, so that such provisions
      would be valid, legal and enforceable to the maximum extent
      possible.

     

    Section
      7.14 Further
      Assurances.
      From
      and after the date of this Agreement, upon the request of any Purchaser or
      the
      Company, each of the Company and the Purchasers shall execute and deliver such
      instrument, documents and other writings as may be reasonably necessary or
      desirable to confirm and carry out and to effectuate fully the intent and
      purposes of this Agreement, the Preferred Shares, the Conversion Shares, the
      Warrants, the Warrant Shares, the Series A Certificate of Designation, the
      Registration Rights Agreement and the other Transaction Documents.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officer as of the date first above
      written.

     

    VICTORY
      DIVIDE MINING COMPANY

     

    By:
       /s/
      Shulin Liu  

    Name:
      Shulin Liu

    Title:
      Chief Executive Officer

     

    PURCHASER

     

    BENEFIT
      GRAND INVESTMENTS LIMITED 

     

    By:
       /s/
      Xiangxu Zhang

    Name:
      Xiangxu Zhang

    Title:
      President

    


    CRESCENT
      INTERNATIONAL LTD.

     

    By:
       /s/
      Bachir Taleb-Ibrahimi

    Name:
      Bachir Taleb-Ibrahimi

    Title:
      Authorized Signatory

    


    GOLDEN
      BRIDGE ASSET MANAGEMENT

     

    By:
       /s/
      James Hahn

    Name:
      James Hahn

    Title:
      Director, authorized signatory

    


     

    By:
       /s/
      Leland C. Ackerley

    Name:
      Leland C. Acerley

    


    NEWBERG
      ROAD PARTNERS, LP

     

    By:
       /s/
      Robert G. Ackerley

    Name:
      Robert G. Ackerley

    Title:
      Manager, RGA Ventures, LLC

    General
      Partner of Newberg Road Partners, LP

    


    PENN
      FOOTWEAR

     

    By:
       /s/
      Jeff Davidowitz

    Name:
      Jeff Davidowitz

    Title:
      President

     

    


    
      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

    

     

    PRECEPT
      CAPITAL MASTER FUND, G.P.


    By:
       /s/
      D.
      Blair Baker

    Name:
      D.
      Blair Baker

    Title:
      Managing Member

     

    SANSAR
      CAPITAL SPECIAL OPPORTUNITY 

    MASTER
      FUND, LP (CAYMAN MASTER)

     

    By:
       /s/
      Sunjay Motwani

    Name:
      Sunjay Motwani

    Title:
      President

    


    VICIS
      CAPITAL MASTER FUND

     

    By:
       /s/
      Keith W. Hughes

    Name:
      Keith W. Hughes

    Title:
      Chief Financial Officer

    


    VISION
      OPPORTUNITY MASTER FUND, LTD.

     

    By:
       /s/
      Adam Benowitz

    Name:
      Adam Benowitz

    Title:
      Director

    


     

    ACKNOWLEDGED
      AND AGREED FOR 

    PURPOSES
      OF SECTION 3.25

      


    WINNER
      STATE INTERNATIONAL LIMITED

     

    By:
       /s/
      Shulin Liu

    
         


    

    Name:
      Shulin Liu

     

    Title:
      Chief Executive Officer

     

    [Signature
      page to Series A Convertible Preferred Share Agreement]

    


    


    
      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

    

    


     

    EXHIBIT
      A TO THE

    SERIES
      A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

    ______________________________________________


    
      	
              Investor

            	 	
              Investment

            	 	
               

               

               

               

               

              Common
                Stock

            	 	
              Series
                A Shares Purchased

            	 	
              Series
                A Warrants

            	 	
              Series
                B Warrants

            	 	
              Series
                J Warrants

            	 	
               

               

               

               

               

              Series
                C 

              Warrants

            	 	
               

               

               

               

               

              Series
                D

              Warrants

            	 
	
              Vision
                Opportunity Master Fund Ltd.

            	 	
              $

            	
              8,000,000

            	 	 	
              525,000

            	 	 	
              3,720,930

            	 	 	
              3,720,930

            	 	 	
              1,860,465

            	 	 	
              3,382,664

            	 	 	
              3,382,664

            	 	 	
              1,691,332

            	 
	
              Sansar
                Capital Special Opportunity Master Fund, LP (Cayman
                Master)

            	 	
              $

            	
              5,950,000

            	 	 	
              
              

              
              

              --

            	 	 	
              
              

              
              

              2,767,442

            	 	 	
              
              

              
              

              2,767,442

            	 	 	
              
              

              
              

              1,383,721

            	 	 	
              
              

              
              

              2,515,856

            	 	 	
              
              

              
              

              2,515,856

            	 	 	
              
              

              
              

              1,257,928

            	 
	
              Vicis
                Capital Master Fund

            	 	
              $

            	
              4,500,000

            	 	 	
              --

            	 	 	
              2,093,023

            	 	 	
              2,093,023

            	 	 	
              1,046,512

            	 	 	
              1,902,748

            	 	 	
              1,902,748

            	 	 	
              951,374

            	 
	
              Precept
                Capital Master Fund, GP

            	 	
              $

            	
              500,000

            	 	 	
              
              

              --

            	 	 	
              
              

              232,558

            	 	 	
              
              

              232,558

            	 	 	
              
              

              116,279

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 
	
              Penn
                Footwear

            	 	
              $

            	
              250,000

            	 	 	
              --

            	 	 	
              116,279

            	 	 	
              116,279

            	 	 	
              58,140

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Crescent
                International Limited

            	 	
              $

            	
              300,000

            	 	 	
              
              

              --

            	 	 	
              
              

              139,353

            	 	 	
              
              

              139,353

            	 	 	
              
              

              69,767

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 	 	
              
              

              --

            	 
	
              Benefit
                Grand Investments

            	 	
              $

            	
              500,000

            	 	 	
              --

            	 	 	
              232,558

            	 	 	
              232,558

            	 	 	
              116,279

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Golden
                Bridge Asset Management

            	 	
              $

            	
              1,000,000

            	 	 	
              --

            	 	 	
              465,116

            	 	 	
              465,116

            	 	 	
              232,558

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Leland
                C Ackerley

            	 	
              $

            	
              250,000

            	 	 	
              --

            	 	 	
              116,279

            	 	 	
              116,279

            	 	 	
              58,140

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 
	
              Newberg
                Road Partners, LP

            	 	
              $

            	
              250,000

            	 	 	
              --

            	 	 	
              116,279

            	 	 	
              116,279

            	 	 	
              58,140

            	 	 	
              --

            	 	 	
              --

            	 	 	
              --

            	 


    

    



    
      
        
          
          

        

        
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    EXHIBIT
      B TO THE 

    SERIES
      A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

    _________________________________________________

     

    FORM
      OF SERIES A AND B CERTIFICATES OF DESIGNATION

     

     

    


    
      
        
          
          

        

        
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        45

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
      A

    


    


    TO
      THE CERTIFICATE OF DESIGNATIONS, 

    PREFERENCES
      AND RIGHTS

    OF
      SERIES A CONVERTIBLE PREFERRED STOCK OF 

    Victory
      Divide Mining Company

    to
      be filed with the Secretary of State 

    of
      the State of Nevada 

    on
      or about September 21, 2007

    


     

    1. Designation
      and Number of Shares.
       Shares
      of
      the series shall be designated and known as the “Series A Convertible Preferred
      Stock” of the Company. The Series A Convertible Preferred Stock (the
“Series
      A”)
      shall
      consist of 10,000,000 shares. Shares of the Series A which are redeemed,
      retired, converted into shares of the Company’s $.001 par value per share Common
      Stock (the “Common
      Stock”),
      purchased or otherwise acquired by the Company shall be cancelled (and
      thereafter shall not be re-issued as shares of Series A) and shall revert to
      the
      status of authorized but unissued preferred stock, undesignated as to series
      and
      subject to reissuance by the Company as shares of preferred stock of any one
      or
      more series as permitted by the Articles of Incorporation. 

    


    2.
       Redemption;
      Liquidation Preference.
      The
      Series A shall, in respect of the right to participate in distributions or
      payments in the event of any liquidation, dissolution or winding up, voluntary
      or involuntary, of the Company (a “Liquidation
      Event”),
      rank
      (a) senior to the Common Stock and to any other class or series of stock issued
      by the Company not designated as ranking senior to or pari
      passu with
      the
      Series A in respect of the right to participate in distributions or payments
      upon a Liquidation Event; and (b) pari
      passu
      with the
      Series B Convertible Preferred Stock (the “Series
      B”),
      any
      other class or series of stock of the Company, the terms of which specifically
      provide that such class or series shall rank pari
      passu
      with the
      Series A in respect of the right to participate in distributions or payments
      upon a Liquidation Event. No shares of Series A may be redeemed by the Company
      without the express written consent of each holder of such shares, provided
      or
      withheld in such holder’s sole discretion. In
      the event of the liquidation, dissolution or winding up of the affairs of the
      Company, whether voluntary or involuntary, the holders of shares of Series
      A
      then outstanding shall be entitled to receive, out of the assets of the Company
      available for distribution to its stockholders, an amount equal to $2.15 per
      share (such amount, the "Liquidation
      Preference Amount")
      before any payment shall be made or any assets distributed to the holders of
      the
      Common Stock or any other stock that ranks junior to the Series A. In
      the
      event of such a liquidation, dissolution or winding up, the Company shall
      provide to each holder of shares of Series A notice of such redemption or
      liquidation, dissolution or winding up, which notice shall (i) be sent at least
      fifteen (15) days prior to the termination of the Conversion Rights (or, if
      the
      Company obtains lesser notice thereof, then as promptly as possible after the
      date that it has obtained notice thereof) and (ii) state the amount per share
      of
      Series A that will be paid or distributed on such liquidation, dissolution
      or
      winding up, as the case may be.

     

    


    


    
      
        
          
          

        

        
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    3.
       Dividends.
      The
      Series A will not be entitled to dividends unless the Company pays dividends,
      in
      cash or other property, to holders of outstanding shares of Common Stock, in
      which event each outstanding share of the Series A will be entitled to receive
      dividends of cash or property, out of any assets legally available therefor,
      in
      an amount or value equal to the amount of dividends, per share of Series A,
      as
      would have been payable on the number of shares of Common Stock into which
      each
      share of Series A would be convertible, if such shares of Series A had been
      converted to Common Stock as of the record date for the determination of holders
      of Common Stock entitled to receive such dividends (the “Dividends”).
      Any
      dividend payable to the Series A will have the same record and payment date
      and
      terms as the dividend payable on the Common Stock. 

    


    4.
       Conversion.
      The
      holders of Series A shall have the following conversion rights (the
      "Conversion
      Rights"):

     

    (a) Right
      to Convert.
      At any
      time on or after the issuance
      of the Series A, each share of Series A will be convertible into 1 share of
      Common Stock, which may be adjusted from time to time pursuant to Section 5
      (the
“Conversion
      Rate”).
      The
      Conversion Rate is calculated by dividing the Liquidation Preference Amount
      per
      share by the Conversion Price (as defined below) per share. The “Conversion
      Price”
means
      $2.15 per share, intially, which may be adjusted from time to time pursuant
      to
      Section 5. At any time on or after the issuance of the Series A, any holder
      of
      Series A may, at such holder's option, subject to the limitation set forth
      in
      Section 7 herein, elect to convert all or any portion of the shares of Series
      A
      held by such person into a number of fully paid and nonassessable shares of
      Common Stock (a "Conversion").
      In
      the event of a liquidation, dissolution or winding up of the Company, the
      Conversion Rights shall terminate at the close of business on the last full
      day
      preceding the date fixed for the payment of any amounts distributable on such
      event to the holders of Series A. 

    


    (b) Mechanics
      of Conversion.
      The
      Conversion of Series A shall be conducted in the following manner:

     

    (a) (i) Holder's
      Delivery Requirements.
      To
      convert Series A into full shares of Common Stock on any date (a "Conversion
      Date"),
      the
      holder thereof shall (A) transmit by facsimile (or otherwise deliver), for
      receipt on or prior to 5:00 p.m., New York time on such date, a copy of a fully
      executed notice of conversion in the form attached hereto as Exhibit
      I
      (the
      "Conversion
      Notice"),
      to
      the Company at +86-469-4693000, Attention: Chief Executive Officer, with a
      copy
      to Guzov Ofsink, LLC at 212-688-7273, Attention: Darren L. Ofsink, Esq., and
      (B)
      surrender to a common carrier for delivery to the Company as soon as practicable
      following such Conversion Date the original certificates representing the shares
      of Series A being converted (or an indemnification undertaking with respect
      to
      such shares in the case of their loss, theft or destruction) (the "Preferred
      Stock Certificates")
      and
      the originally executed Conversion Notice.

    


    


    
      
        
          
          

        

        
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    (b) (ii) Company's
      Response.
      Upon
      receipt by the Company of a facsimile copy of a Conversion Notice, the Company
      shall send, via facsimile, a confirmation of receipt of such Conversion Notice
      to such holder. The Company or its designated transfer agent (the "Transfer
      Agent"),
      as
      applicable, shall, within ten (10) trading days following the date of such
      receipt, issue and deliver to the holder one or more certificates in the name
      of
      the holder or its designees representing the number of shares of Common Stock
      to
      which the holder shall be entitled. 

     

    (c) 

     

    (d) (A)
      Converted
      Common Stock Held in Book-Entry Form.
      If the
      holder specifies in the Conversion Notice that instead of receiving certificates
      representing Common Stock as described above in this Section 4(d)(ii), it
      prefers to receive the shares due to it upon conversion in book-entry form,
      then
      instead of issuing such certificates, the Company or the Transfer Agent shall
      issue and deliver to the Depository Trust Company (“DTC”)
      account on the holder’s behalf, via the Deposit Withdrawal Agent Commission
      System (“DWAC”),
      registered in the name of the holder or its designee, the number of shares
      of
      Common Stock to which the holder shall be entitled, according to instructions
      received in or with the Conversion Notice.
      Notwithstanding the foregoing, the Company or its Transfer Agent shall only
      be
      obligated to issue and deliver shares to DTC on a holder’s behalf via DWAC if a
      registration statement providing for the resale of the shares of Common Stock
      issuable upon conversion of the Series A (a “Registration
      Statement”)
      is
      effective.

    


     

    (e)If
      the
      number of shares of Series A represented by the Preferred Stock Certificate(s)
      submitted by a holder for conversion is greater than the number of shares of
      Series A being converted, then the Company shall, as soon as practicable and
      in
      no event later than ten (10) trading days after receipt of the Preferred Stock
      Certificate(s) and at the Company's expense, issue and deliver to the holder
      a
      new Preferred Stock Certificate representing the number of shares of Series
      A
      not converted.

    


     

    (f) -(iii) Dispute
      Resolution.
      In the
      case of a dispute as to the arithmetic calculation of the number of shares
      of
      Common Stock to be issued upon conversion, the Company shall cause its Transfer
      Agent to promptly issue to the holder the number of shares of Common Stock
      that
      is not disputed and shall submit the arithmetic calculations to the holder
      via
      facsimile as soon as possible, but in no event later than four (4) business
      days
      after receipt of such holder's originally executed Conversion Notice. If such
      holder and the Company are unable to agree upon the arithmetic calculation
      of
      the number of shares of Common Stock to be issued upon such conversion within
      one (1) business day of such disputed arithmetic calculation being submitted
      to
      the holder, then the Company shall within one (1) business day submit via
      facsimile the disputed arithmetic calculation of the number of shares of Common
      Stock to be issued upon such conversion to the Company’s independent, outside
      accountant. The Company shall cause the accountant to perform the calculations
      and notify the Company and the holder of the results no later than seventy-two
      (72) hours from the time the accountant received the disputed calculations.
      Such
      accountant's calculation shall be binding upon all parties absent manifest
      error. The reasonable expenses of such accountant in making such determination
      shall be paid by the Company, in the event the holder's calculation was correct,
      or by the holder, in the event the Company's calculation was correct, or equally
      by the Company and the holder in the event that neither the Company's or the
      holder's calculation was correct. The period of time in which the Company is
      required to effect conversions or redemptions under this Certificate of
      Designations shall be tolled with respect to the subject conversion or
      redemption pending resolution of any dispute by the Company made in good faith
      and in accordance with this Section 4(d)(iii).

    


    
      
        
          
          

        

        
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    (g) (iv) Record
      Holder.
      The
      person or persons entitled to receive the shares of Common Stock issuable upon
      a
      conversion of the Series A shall be treated for all purposes as the record
      holder or holders of such shares of Common Stock on the Conversion
      Date.

     

    (h) (v)
      Company's
      Failure to Timely Convert.
      Subject
      to the terms and conditions of this Certificate of Designations, if within
      three
      (3) trading days of the Company's receipt of the facsimile copy of the executed
      Conversion Notice (the third of such three days, the "Delivery
      Date")
      the
      Company fails (x) to issue and deliver to a holder, in accordance with Section
      4(b)(ii) hereof, the number of shares of Common Stock to which such holder
      is
      entitled upon such holder's conversion of the Series A or (y) to issue a new
      Preferred Stock Certificate representing the number of shares of Series A to
      which such holder is entitled pursuant to Section 4(a) ("Conversion
      Failure"),
      then
      in addition to all other available remedies which such holder may pursue
      hereunder and under the Series A Convertible Preferred Stock Purchase Agreement
      (the "Purchase
      Agreement")
      to be
      entered into among the Company and the initial holders of the Series A
      (including indemnification pursuant to Section 6 thereof), the Company shall
      pay
      additional damages to such holder on each business day after the Delivery Date
      in an amount equal 0.5% of the product of (A) the sum of the number of shares
      of
      Common Stock not issued to the holder on a timely basis pursuant to Section
      4(a)
      to which such holder is entitled and, in the event the Company has failed to
      deliver a Preferred Stock Certificate to the holder on a timely basis pursuant
      to Section 4(b)(ii), the number of shares of Common Stock issuable upon
      conversion of the shares of Series A represented by such Preferred Stock
      Certificate, as of the last possible date which the Company could have issued
      such Preferred Stock Certificate to such holder without violating Section
      4(b)(ii) and (B) the Closing Bid Price (as defined below) of the Common Stock
      on
      the last possible date which the Company could have issued such Common Stock
      or
      such Preferred Stock Certificate, as the case may be, to such holder without
      violating Section 4(b)(ii). The term "Closing
      Bid Price"
      shall
      mean, for any security as of any date, the last closing bid price of such
      security on the OTC Bulletin Board or other principal exchange on which such
      security is traded as reported by Bloomberg, or, if no closing bid price is
      reported for such security by Bloomberg, the last closing trade price of such
      security as reported by Bloomberg, or, if no last closing trade price is
      reported for such security by Bloomberg, the average of the bid prices of any
      market makers for such security as reported in the "pink sheets" by the National
      Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such
      security on any date on any of the foregoing bases, the Closing Bid Price of
      such security on such date shall be the fair market value as mutually determined
      by the Company and the holders of a majority of the outstanding shares of Series
      A. 

    


    


    
      
        
          
          

        

        
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    (i) 
      (vi)Buy-In
      Rights.
      In
      addition to any other rights available to the holders of Series A, if the
      Company fails to issue to a holder, on or before the Delivery Date and in
      accordance with Section 4(b)(ii) hereof, the shares of Common Stock issuable
      upon conversion of the Series A to which such holder is entitled, and if after
      such date the holder is required by its broker to purchase (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by the holder of the shares of Common Stock issuable upon conversion of
      Series A which the holder anticipated receiving upon such conversion (a
“Buy-In”),
      then
      the Company shall either (1) pay in cash to the holder the amount by which
      (x)
      the holder’s total purchase price (including brokerage commissions, if any) for
      the shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of shares of Common Stock issuable upon conversion
      of
      Series A that the Company was required to deliver to the holder in connection
      with the conversion at issue by (B) the price at which the sell order giving
      rise to such purchase obligation was executed, at which point the Company's
      obligation to issue such shares of Common Stock being converted shall terminate,
      or (2) either reinstate the shares of Series A and equivalent number of shares
      of Common Stock for which such conversion was not honored or deliver to the
      holder the number of shares of Common Stock that would have been issued had
      the
      Company timely complied with its conversion and delivery obligations hereunder.
      For example, if the holder purchases Common Stock having a total purchase price
      of $11,000 to cover a Buy-In with respect to an attempted conversion of shares
      of Common Stock with an aggregate sale price giving rise to such purchase
      obligation of $10,000, under clause (1) of the immediately preceding sentence,
      the Company may choose to pay to the holder $1,000, at which point the Company's
      obligation to issue such shares of Common Stock being converted shall terminate.
      The holder shall provide the Company written notice indicating the amounts
      payable to the holder in respect of the Buy-In, together with applicable
      confirmations and other evidence reasonably requested by the Company. Nothing
      herein shall limit a holder’s right to pursue any other remedies available to it
      hereunder, at law or in equity, including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      conversion of the Series A as required pursuant to the terms hereof.


     

    5.
       Adjustments
      to Conversion Price, Conversion Rate and Certain Other
      Adjustments.
      The
      Conversion Rate for the number of shares of Common Stock into which the Series
      A
      shall be converted shall be subject to adjustment from time to time as
      hereinafter set forth, notice of which shall be promptly provided to the Series
      A holders:

     

    (a)
       Stock
      Dividends, Recapitalization, Reclassification, Split-Ups.
      If,
      prior to or on the date of a Conversion, the number of outstanding shares of
      Common Stock is increased by a stock dividend payable in shares of Common Stock
      or any right to acquire Common Stock or by a split-up, recapitalization or
      reclassification of shares of Common Stock or other similar event, then, on
      the
      effective date thereof, the Conversion Rate will be adjusted so that the number
      of shares of Common Stock issuable on such Conversion of the Series A shall
      be
      increased in proportion to such increase in outstanding shares of Common
      Stock. 

     

    (b)
       Aggregation
      of Shares.
      If
      prior to or on the date of a Conversion, the number of outstanding shares of
      Common Stock is decreased by a consolidation, combination or reclassification
      of
      shares of Common Stock or other similar event, then, upon the effective date
      thereof, the number of shares of Common Stock issuable on Conversion of the
      Series A shall be decreased in proportion to such decrease in outstanding shares
      of Common Stock.

    


    
      
        
          
          

        

        
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    (c) Mergers
      or Consolidations.
      If at
      any time or from time to time prior to the date of a Conversion there is a
      merger, consolidation or similar capital reorganization of the Common Stock
      (other than a recapitalization, subdivision, combination, reclassification,
      exchange or substitution of shares provided for in Section 5(a) or 5(b) above)
      (each a “Reorganization”),
      then
      as a part of such capital reorganization, provision shall be made so that each
      holder of outstanding Series A at the time of such reorganization shall
      thereafter be entitled to receive, upon conversion of the Series A, the number
      of shares of stock or other securities or property of the Company to which
      a
      holder of the number of shares of Common Stock deliverable upon conversion
      of
      such holder’s Series A would be entitled on such capital reorganization, subject
      to adjustment in respect of such stock or securities by the terms thereof.
      In
      any such case, the resulting or surviving corporation (if not the Company)
      shall
      expressly assume the obligations to deliver, upon the exercise of the conversion
      privilege, such securities or property as the holders of Series A remaining
      outstanding (or of other convertible preferred stock received by such holders
      in
      place thereof) shall be entitled to receive pursuant to the provisions hereof,
      and to make provisions for the protection of the conversion rights as provided
      above. If this Section 5(c) applies to a Reorganization, Sections 5(a) and
      5(b)
      shall not apply to such Reorganization. In
      addition to all other rights of the holders of Series A contained herein,
      simultaneous with the occurrence of a
      Reorganiation,
      each holder of Series A shall have the right, at such holder's option, to
      require the Company to redeem all or a portion of such holder's shares of Series
      A at a price per share of Series A equal to one hundred ten percent (110%)
      of
      the Liquidation Preference Amount.

     

    (d)
       Successive
      Changes.
      The
      provisions of this Section shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    (j) 

     

    (i) (e)
       Adjustments
      for Issuance of Additional Shares of Common Stock. 

     

    (ii) 

     

    (iii)  (i)
      In
      the event the Company shall, at any time within two (2) years following the
      initial issuance date of the Series A, issue or sell any additional shares
      of
      Common Stock (“Additional
      Shares of Common Stock”)
      at a
      price per share less than $2.15 or without consideration (subject to appropriate
      adjustment in the event of any dividend, stock split, combination or other
      similar recapitalization affecting such shares, other than as part of an “Exempt
      Issuance,” as listed under Section 5(g)), then and in such event, the Conversion
      Price upon each such issuance shall be reduced, concurrently with such issue
      or
      sale, to such lesser price paid for such Additional Shares of Common Stock
      and
      the Conversion Ratio then in effect immediately prior to such adjustment, shall
      be adjusted based on the Conversion Price so adjusted in accordance with the
      foregoing.. 

    


    
      
        
          
          

        

        
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    (ii)
      For
      the period commencing on the two (2) year anniversary of the Original Issue
      Date
      and ending upon the conversion of all of the shares of Series A, in the event
      the Company shall issue any Additional Shares of Common Stock (otherwise than
      as
      provided in the foregoing subsections (a) through (c) of this Section 5), at
      a
      price per share less than $2.15 then in effect or without consideration, then
      the Conversion Price then in effect shall multiplied by a fraction (a) the
      numerator of which shall be equal to the sum of (x) the number of shares of
      outstanding Common Stock immediately prior to the issuance of such Additional
      Shares of Common Stock plus (y) the number of shares of Common Stock (rounded
      to
      the nearest whole share) which the aggregate consideration for the total number
      of such Additional Shares of Common Stock so issued would purchase at a price
      per share equal to the Conversion Price then in effect and (b) the denominator
      of which shall be equal to the number of shares of outstanding Common Stock
      immediately after the issuance of such Additional Shares of Common Stock. For
      purposes of this Section, all shares of Common Stock issuable upon exercise
      of
      options outstanding immediately prior to such issue or upon conversion of
      Convertible Securities outstanding immediately prior to such issue are deemed
      outstanding. No adjustment of the number of shares of Common Stock for which
      this Warrant shall be exercisable shall be made pursuant to this Section
      5(d)(ii) upon the issuance of any Additional Shares of Common Stock which are
      issued pursuant to the exercise of any Common Stock Equivalents, if any such
      adjustment shall previously have been made upon the issuance of such Common
      Stock Equivalents (or upon the issuance of any warrant or other rights therefor)
      pursuant to Section 5(f).

    


     

    (iv) (f) Issuance
      of Common Stock Equivalents.
      If the
      Company, at any time following the initial issuance date of the Series A, shall
      issue any securities convertible into or exchangeable for, directly or
      indirectly, Common Stock ("Convertible Securities"), or (b) any rights or
      warrants or options to purchase any such Common Stock or Convertible Securities
      (collectively, the "Common Stock Equivalents") shall be issued or sold, other
      than an Exempt Issuance. If the price per share for which Additional Shares
      of
      Common Stock may be issuable pursuant to any such Common Stock Equivalent shall
      be less than $2.15, or if, after any such issuance of Common Stock Equivalents,
      the price per share for which Additional Shares of Common Stock may be issuable
      thereafter is amended or adjusted, and such price as so amended or adjusted
      shall be less than $2.15, then the Conversion Price upon each such issuance
      shall be adjusted to the price equal the consideration per share paid for such
      Common Stock Equivalents and the Conversion Rate then in effect immediately
      prior to such adjustment shall be adjusted based on the Conversion Price so
      adjusted in accordance with the foregoing. 

    


    (g)
       Restriction
      on Conversion Rate and Conversion Price Adjustment.
      Notwithstanding anything to the contrary set forth in Sections 5(e) and (f),
      no
      adjustment shall be made to the Conversion Price and/or the Conversion Rate
      with
      regard to (i) securities issued pursuant to a bona fide firm underwritten public
      offering of the Company’s securities, provided such underwritten public offering
      has been approved in advance by the the holders of more than fifty percent
      (50%)
      of the then outstanding shares of Series A (the “Majority Holders”), (ii)
      securities issued (other than for cash) in connection with a strategic merger,
      acquisition, or consolidation provided that the issuance of such securities
      in
      connection with such strategic merger, acquisition or consolidation has been
      approved in advance by the Majority Holders, (iii) securities issued pursuant
      to
      the conversion or exercise of convertible or exercisable securities issued
      or
      outstanding on or prior to the date of the Purchase Agreement or issued pursuant
      to the Purchase Agreement (so long as the conversion or exercise price in such
      securities are not amended to lower such price and/or adversely affect the
      Holders), (iv) securities issued in connection with bona fide strategic license
      agreements or other partnering arrangements so long as such issuances are not
      for the purpose of raising capital and provided that the issuance of such
      securities in connection with such bona fide strategic license, agreements
      or
      other partnering arrangements has been approved in advance by the Majority
      Holders, (v) Common Stock issued or the issuance or grants of options to
      purchase Common Stock pursuant to the Company’s equity incentive plans
      outstanding as they exist on the date of the Purchase Agreement, (vi) the
      issuance or grants of options to purchase Common Stock to employees, officers
      or
      directors of the Company pursuant to any equity incentive plan duly adopted
      by
      the Board or a committee thereof established for such purpose so long as such
      issuances in the aggregate do not exceed ten percent (10)% of the issued and
      outstanding shares of Common Stock as of the Closing Date (as defined in the
      Purchase Agreement) and the specified price at which the options may be
      exercised is equal to or greater than the Closing Bid Price as of the date
      of
      such grant, and (vii) any warrants, shares of Common Stock or other securities
      issued to a placement agent and its designees for the transactions contemplated
      by the Purchase Agreement (the “Exempt Issuance”). 

    


    
      
        
          
          

        

        
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    (k) 

     

    6.
       Voting
      Rights.
      The
      holders of shares of Series A shall be entitled to the following voting
      rights: 

     

    (a)
       Those
      voting rights required by applicable law; 

     

    (b) The
      right
      to vote together with the holders of the Common Stock as a single class, upon
      all matters submitted to holders of Common Stock for a vote, with each
      share of Series A carrying a number of votes equal to the number of shares
      of
      Common Stock issuable upon Conversion of one share of Series A based on the
      then
      applicable Conversion Rate, and each holder of Series A shall be entitled
      to
      notice of any stockholders’ meeting in accordance with the bylaws of the
      Company;
      and

     

    (b)
       Whenever
      holders of Series A are required or permitted to take any action by vote, such
      action may be taken without a meeting on written consent, setting forth the
      action so taken and signed by the holders of the outstanding capital stock
      of
      the Company having not less than the minimum number of votes that would be
      necessary to authorize or take such action at a meeting at which all shares
      entitled to vote thereon were present and voted. Each share of Series A shall
      entitle the holder thereof to the number of votes equal to the number of shares
      of Common Stock issuable upon Conversion of one share of Series A based on
      the
      then applicable Conversion Rate, which is initially 1 share of Common Stock
      for
      each share of Series A.

     

    7.  Conversion
      Restriction.
      Notwithstanding anything to the contrary set forth in this Certificate of
      Designations, at no time may a holder of shares of Series A convert shares
      of
      Series A if the number of shares of Common Stock to be issued pursuant to such
      conversion would cause the number of shares of Common Stock owned by such holder
      at such time to equal or exceed, when aggregated with all other shares of Common
      Stock beneficially owned by such holder at such time, the number of shares
      of
      Common Stock which would result in such holder beneficially owning (as
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, and the rules thereunder) in excess of 4.99% of the then
      issued and outstanding shares of Common Stock outstanding at such time;
provided,
      however,
      that
      upon a holder of Series A providing the Company with sixty-one (61) days notice
      (the "Waiver
      Notice")
      that
      such holder wishes to waive Section 7 of this Certificate of Designation with
      regard to any or all shares of Common Stock issuable upon conversion of such
      holder’s Series A, this Section 7 shall be of no force or effect with regard to
      those shares of Series A referenced in the Waiver Notice.

    


    
      
        
          
          

        

        
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    ARTICLE
      VIII

     

    ARTICLE
      IX8. Inability
      to Fully Convert.

    


     

    Section
      9.1 (a) Holder's
      Option if Company Cannot Fully Convert.
      

     

    Section
      9.2 

     

    Section
      9.3  (A)
      If,
      upon the Company's receipt of a Conversion Notice after the initial issuance
      of
      the Series A, the Company cannot issue shares of Common Stock upon a Conversion
      because the Company (w) does not have a sufficient number of shares of Common
      Stock authorized and available, or (x) is otherwise prohibited by applicable
      law
      or by the rules or regulations of any stock exchange, interdealer quotation
      system or other self-regulatory organization with jurisdiction over the Company
      or its securities from issuing all of the Common Stock which is to be issued
      to
      a holder of Series A pursuant to a Conversion Notice, then the Company shall
      issue as many shares of Common Stock as it is able to issue in accordance with
      such holder's Conversion Notice and, with respect to the unconverted Series
      A,
      the holder, solely at such holder's option, may elect, within five (5) business
      days after receipt of notice from the Company thereof to: (i) require the
      Company to redeem from such holder those Series A for which the Company is
      unable to issue Common Stock in accordance with such holder's Conversion Notice
      (such shares of Series A, the “Nonconvertible
      Shares”;
      such
      redemption right, the "Mandatory
      Redemption")
      at a
      price per share payable in cash equal to (A) one hundred ten percent
      (110%) of
      the Liquidation Preference Amount
      (the
      "Mandatory
      Redemption Price")
      plus
      (B)
      among which (a) the Closing Bid Price on the Conversion Date or, if the Holder
      or its broker has received a firm written bid commitment which shall have been
      provided to the Company along with the Conversion Notice, the per share price
      as
      evidenced by the firm written bid (the “Base
      Price”),
      exceeds (b) the Closing Bid Price on the date the Company has sufficient number
      of shares of Common Stock for the conversion of the Nonconvertible Share had
      the
      Nonconvertible Share been converted; provided that if the Holder or its broker
      has received a firm written bid commitment which shall have been provided to
      the
      Company along with the Conversion Notice, the Base Price for the portion of
      the
      Nonconvertible Shares subject to the firm written bid commitment shall be per
      share price on the firm written bid commitment, or (ii) void its Conversion
      Notice and retain or have returned, as the case may be, the shares of Series
      A
      that were to be converted pursuant to such holder's Conversion Notice (provided
      that a holder's voiding its Conversion Notice shall not affect the Company's
      obligations to make any payments which have accrued prior to the date of such
      notice); or (iii) exercise its Buy-In rights pursuant to and in accordance
      with
      the terms and provisions of Section 4(b)(vi) hereof.

    


    
      
        
          
          

        

        
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    Section
      9.4  (B)
      If,
      upon the Company's receipt of a Conversion Notice after the initial issuance
      of
      the Series A, the Company cannot issue shares of Common Stock upon a Conversion
      because the Company, subsequent to the effective date of a Registration
      Statement, fails to have a sufficient number of shares of Common Stock
      registered for resale under the Registration Statement, then with respect to
      the
      unconverted Series A, the holder, may, within five (5) business days after
      receipt of notice from the Company thereof to require the Company to issue
      restricted shares of Common Stock in accordance with such holder's Conversion
      Notice.


     

    Section
      9.5 (b) Mechanics
      of Fulfilling Holder's Election.
      The
      Company shall immediately send via facsimile to a holder of Series A, upon
      receipt of a facsimile copy of a Conversion Notice from such holder which cannot
      be fully satisfied as described in Section 8(a) above, a notice of the Company's
      inability to fully satisfy such holder's Conversion Notice (the "Inability
      to Fully Convert Notice").
      Such
      Inability to Fully Convert Notice shall indicate (i) the reason why the Company
      is unable to fully satisfy such holder's Conversion Notice, (ii) the number
      of
      shares of Series A that cannot be converted and (iii) the applicable Mandatory
      Redemption Price, if applicable pursuant to Section 8(a)(A) above. If
      applicable, such holder shall notify the Company of its election pursuant to
      Section 8(a)(A) above by delivering written notice via facsimile to the Company
      ("Notice
      in Response to Inability to Convert").


     

    Section
      9.6 (c) Payment
      of Redemption Price.
      If a
      holder shall elect to have its shares redeemed pursuant to Section 8(a)(A)(i)
      above, the Company shall pay the Mandatory Redemption Price to such holder
      within thirty (30) days of the Company's receipt of the holder's Notice in
      Response to Inability to Convert, provided
      that
      prior to the Company's receipt of the holder's Notice in Response to Inability
      to Convert the Company has not delivered a notice to such holder stating, to
      the
      satisfaction of the holder, that the event or condition resulting in the
      Mandatory Redemption has been cured and all shares of Common Stock issuable
      to
      such holder can and will be delivered to the holder in accordance with the
      terms
      of Section 4. Until the full Mandatory Redemption Price is paid to such holder,
      such holder may (i) void the Mandatory Redemption with respect to those shares
      of Series A for which the full Mandatory Redemption Price has not been paid,
      and
      (ii) receive back such shares. 


     

    Section
      9.7 (d) Pro-rata
      Conversion and Redemption.
      In the
      event the Company receives a Conversion Notice from more than one holder of
      Series A on the same day and the Company is able to convert and redeem some,
      but
      not all, of the Series A pursuant to this Section 8, the Company shall convert
      and redeem from each holder of Series A electing to have Series A converted
      and
      redeemed at such time an amount equal to such holder's pro-rata amount (based
      on
      the number shares of Series A held by such holder relative to the number shares
      of Series A outstanding) of all shares of Series A being converted and redeemed
      at such time.

    


    
      
        
          
          

        

        
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    9. No
      Impairment.
      The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, recapitalization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other action, avoid or seek
      to
      avoid the observance or performance of any of the terms to be observed or
      performed hereunder by the Company, but will at all times in good faith assist
      in the carrying out of all the provisions of this Certificate of Designations
      and in the taking of all such action as may be necessary or appropriate in
      order
      to protect the conversion rights of the holders of Series A against
      impairment.

     

    10.
       No
      Fractional Shares and Certificate as to Adjustments.
      No
      fractional shares shall be issued upon the conversion of any share or shares
      of
      the Series A, and the number of shares of Common Stock to be issued shall be
      rounded up to the nearest whole share. The number of shares issuable upon
      conversion shall be determined on the basis of the total number of shares of
      Series A the holder is at the time converting into Common Stock and the number
      of shares of Common Stock issuable upon such aggregate conversion.

     

    11.
       Notices
      of Record Date.
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (other than a cash dividend) or other distribution,
      any
      right to subscribe for, purchase or otherwise acquire any shares of stock of
      any
      class or any other securities or property, or any other right, the Company
      shall
      mail to each holder of Series A, at least ten (10) days prior to the date
      specified therein, a notice specifying the date on which any such record is
      to
      be taken for the purpose of such dividend, distribution or right, and the amount
      and character of such dividend, distribution or right.

     

    12.
       Notices.
      Any
      notice required by the provisions of this Certificate of Designations to be
      given to the holders of shares of Series A shall be deemed given if deposited
      in
      the United States mail, postage prepaid, and addressed to each holder of record
      at his address appearing on the books of the Company.

     

    13.
       Protective
      Provisions.
      Except
      for the designation and issuance of the Company’s Series B, which is being
      designated contemporaneously with the Series A, so long as any shares of Series
      A are outstanding, the Company shall not without first obtaining the approval
      (by vote or written consent, as provided by law) of the holders of at least
      seventy-five percent (75%) of the then outstanding shares of Series A, voting
      as
      a separate class: 

     

    (a)
       in
      any
      manner authorize, issue or create (by reclassification or otherwise) any new
      class or series of shares having rights, preferences or privileges equal or
      senior to the Series A;

     

    (b)
       adversely
      alter or change the rights, preferences, designations or privileges of the
      Series A;

     

    (c)
       amend
      the
      Company’s Articles of Incorporation or By-laws in a manner that adversely
      affects the rights, preferences, designations or privileges of the holders
      of
      the Series A;

    


    
      
        
          
          

        

        
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    (d)
       increase
      or decrease the authorized number of shares of preferred stock of the Company
      or
      otherwise reclassify
      the Company's outstanding securities;
      

     

    (e)
       redeem,
      purchase or otherwise acquire (or pay into or set funds aside for a sinking
      fund
      for such purpose) any share or shares of preferred stock or Common Stock;
provided,
      however, that this restriction shall not apply to the de
      minimus repurchases of
      shares
      of Common Stock from employees, officers, directors, consultants or other
      persons performing services for the Company or any subsidiary pursuant to
      agreements under which the Company has the option to repurchase such shares
      at
      cost upon the occurrence of certain events, such as the termination of
      employment, or through the exercise of any right of first refusal; and
provided
      further
      that this restriction shall not apply to any conversion, redemption or other
      acquisition of shares of Series A pursuant to this Certificate of Designations
      or Series B pursuant to the Certificate of Designations, Preferences and Rights
      of Series B Convertible Preferred Stock of the Company; or

     

    (f) voluntarily
      file for bankruptcy, liquidate the Company’s assets or make an assignment for
      the benefit of the Company’s creditors.

    


    14. No
      Charge for Conversion.
      The
      issuance of certificates for shares of Common Stock upon the conversion of
      shares of Series A shall be made without charge to the converting holders for
      such certificates and without any tax in respect of the issuance of such
      certificates.

    


    15. Reservation
      of Shares.
      On and
      after the initial issuance of the Series A, the Corporation shall at all times
      reserve and keep available out of any stock held as treasury stock or out of
      its
      authorized but unissued Common Stock, or both, solely for the purpose of
      effecting the conversion of the shares of Series A, no less than one hundred
      fifty percent (150%) of the aggregate number of shares of Common Stock then
      issuable upon the conversion of all outstanding shares of Series A. The
      Corporation shall immediately, in accordance with the laws of the State of
      Nevada, increase the authorized amount of its Common Stock if, at any time,
      the
      authorized amount of its Common Stock remaining unissued shall not be sufficient
      to permit the conversion of all shares of Series A.

    


    16.
       Return
      of Status as Authorized Shares.
      Upon a
      Conversion or any other redemption or extinguishment of the Series A, the shares
      converted, redeemed or extinguished will be cancelled (and may not be reissued
      as shares of Series A) and automatically returned to the status of authorized
      and unissued shares of preferred stock, available for future designation and
      issuance pursuant to the terms of the Articles of Incorporation.

     

    17.
       Amendment.
       This
      Certificate of Designations constitutes an agreement between the Company and
      the
      holders of the Series A. For as long as any shares of Series A are outstanding,
      the terms hereof may be amended, modified, repealed or waived only by the
      affirmative vote or written consent of holders of seventy five percent (75%)
      of
      the then outstanding shares of Series A, voting together as a class and series.
      

    


    


    
      
        
          
          

        

        
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    Exhibit
      I
      to Exhibit A 

    


    Victory
      Divide Mining Company 

    CONVERSION
      NOTICE

    


    Reference
      is made to the Certificate of Designations Preferences and Rights of the Series
      A Convertible Preferred Stock of Victory Divide Mining Company (the "Certificate
      of Designations"). In accordance with and pursuant to the Certificate of
      Designations, the undersigned hereby elects to convert the number of shares
      of
      Series A Preferred Stock, par value $0.001 per share (the "Preferred Shares"),
      of Victory Divide Mining Company, a Nevada corporation (the "Company"),
      indicated below into shares of Common Stock, par value $0.001 per share (the
      "Common Stock"), of the Company, by tendering the stock certificate(s)
      representing the share(s) of the Preferred Stock specified below as of the
      date
      specified below.

    


    Date
      of
      Conversion:                    

    


    Number
      of
      Preferred Shares to be converted:                    

    


    Stock
      certificate no(s). of Preferred Shares to be
      converted:                    

    


    The
      Common Stock have been sold pursuant to the Registration Statement: YES ____
      NO____

    


    Please
      confirm the following information:

    


    Number
      of
      shares of Common Stock

    to
      be
      issued:                                        

    


    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the Date of Conversion: _________________________

    


    Please
      issue the Common Stock into which the Preferred Shares are being converted
      and,
      if applicable, any check drawn on an account of the Company in the following
      name and to the following address:

    


    Issue
      to:                    

                        

    


    Facsimile
      Number:                    

    


    Authorization:                    

     

    By:                    

    Title:                    

    


    Dated:

     

     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    


    TO
      THE CERTIFICATE OF DESIGNATIONS, 

    PREFERENCES
      AND RIGHTS

    OF
      SERIES B CONVERTIBLE PREFERRED STOCK OF 

    Victory
      Divide Mining Company

    to
      be filed with the Secretary of State 

    of
      the State of Nevada 

    on
      or about September 21, 2007

    


     

    1. Designation
      and Number of Shares.
       Shares
      of
      the series shall be designated and known as the “Series B Convertible Preferred
      Stock” of the Company. The Series B Convertible Preferred Stock (the
“Series
      B”)
      shall
      consist of 10,000,000 shares. Shares of the Series B which are redeemed,
      retired, converted into shares of the Company’s $.001 par value per share Common
      Stock (the “Common
      Stock”),
      purchased or otherwise acquired by the Company shall be cancelled (and
      thereafter shall not be re-issued as shares of Series B) and shall revert to
      the
      status of authorized but unissued preferred stock, undesignated as to series
      and
      subject to reissuance by the Company as shares of preferred stock of any one
      or
      more series as permitted by the Articles of Incorporation. 

    


    2.
       Redemption;
      Liquidation Preference.
      The
      Series B shall, in respect of the right to participate in distributions or
      payments in the event of any liquidation, dissolution or winding up, voluntary
      or involuntary, of the Company (a “Liquidation
      Event”),
      rank
      (a) senior to the Common Stock and to any other class or series of stock issued
      by the Company not designated as ranking senior to or pari
      passu with
      the
      Series B in respect of the right to participate in distributions or payments
      upon a Liquidation Event; and (b) pari
      passu
      with the
      Series A Convertible Preferred Stock (the “Series
      A”),
      any
      other class or series of stock of the Company, the terms of which specifically
      provide that such class or series shall rank pari
      passu
      with the
      Series B in respect of the right to participate in distributions or payments
      upon a Liquidation Event. No shares of Series B may be redeemed by the Company
      without the express written consent of each holder of such shares, provided
      or
      withheld in such holder’s sole discretion. In
      the event of the liquidation, dissolution or winding up of the affairs of the
      Company, whether voluntary or involuntary, the holders of shares of Series
      B
      then outstanding shall be entitled to receive, out of the assets of the Company
      available for distribution to its stockholders, an amount equal to $2.37 per
      share (such amount, the "Liquidation
      Preference Amount")
      before any payment shall be made or any assets distributed to the holders of
      the
      Common Stock or any other stock that ranks junior to the Series B. In
      the
      event of such a liquidation, dissolution or winding up, the Company shall
      provide to each holder of shares of Series B notice of such redemption or
      liquidation, dissolution or winding up, which notice shall (i) be sent at least
      fifteen (15) days prior to the termination of the Conversion Rights (or, if
      the
      Company obtains lesser notice thereof, then as promptly as possible after the
      date that it has obtained notice thereof) and (ii) state the amount per share
      of
      Series B that will be paid or distributed on such liquidation, dissolution
      or
      winding up, as the case may be.

     

    


    


    
      
        
          
          

        

        
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    3.
       Dividends.
      The
      Series B will not be entitled to dividends unless the Company pays dividends,
      in
      cash or other property, to holders of outstanding shares of Common Stock, in
      which event each outstanding share of the Series B will be entitled to receive
      dividends of cash or property, out of any assets legally available therefor,
      in
      an amount or value equal to the amount of dividends, per share of Series B,
      as
      would have been payable on the number of shares of Common Stock into which
      each
      share of Series B would be convertible, if such shares of Series B had been
      converted to Common Stock as of the record date for the determination of holders
      of Common Stock entitled to receive such dividends (the “Dividends”).
      Any
      dividend payable to the Series B will have the same record and payment date
      and
      terms as the dividend payable on the Common Stock. 

    


    4.
       Conversion.
      The
      holders of Series B shall have the following conversion rights (the
      "Conversion
      Rights"):

     

    (c) Right
      to Convert.
      At any
      time on or after the issuance of the Series B, each share of Series B will
      be
      convertible into 1 share of Common Stock, which may be adjusted from time to
      time pursuant to Section 5 (the “Conversion
      Rate”).
      The
      Conversion Rate is calculated by dividing the Liquidation Preference Amount
      per
      share by the Conversion Price (as defined below) per share. The “Conversion
      Price”
means
      $2.37 per share, intially, which may be adjusted from time to time pursuant
      to
      Section 5. At any time on or after the issuance of the Series B, any holder
      of
      Series B may, at such holder's option, subject to the limitation set forth
      in
      Section 7 herein, elect to convert all or any portion of the shares of Series
      B
      held by such person into a number of fully paid and nonassessable shares of
      Common Stock (a "Conversion").
      In
      the event of a liquidation, dissolution or winding up of the Company, the
      Conversion Rights shall terminate at the close of business on the last full
      day
      preceding the date fixed for the payment of any amounts distributable on such
      event to the holders of Series B. 

    


    (d) Mechanics
      of Conversion.
      The
      Conversion of Series B shall be conducted in the following
      manner:


     

    (a) (i) Holder's
      Delivery Requirements.
      To
      convert Series B into full shares of Common Stock on any date (a "Conversion
      Date"),
      the
      holder thereof shall (A) transmit by facsimile (or otherwise deliver), for
      receipt on or prior to 5:00 p.m., New York time on such date, a copy of a fully
      executed notice of conversion in the form attached hereto as Exhibit
      I
      (the
      "Conversion
      Notice"),
      to
      the Company at +86-469-4693000, Attention: Chief Executive Officer, with a
      copy
      to Guzov Ofsink, LLC at 212-688-7273, Attention: Darren L. Ofsink, Esq., and
      (B)
      surrender to a common carrier for delivery to the Company as soon as practicable
      following such Conversion Date the original certificates representing the shares
      of Series B being converted (or an indemnification undertaking with respect
      to
      such shares in the case of their loss, theft or destruction) (the "Preferred
      Stock Certificates")
      and
      the originally executed Conversion Notice.

    


    


    
      
        
          
          

        

        
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    (b) (ii) Company's
      Response.
      Upon
      receipt by the Company of a facsimile copy of a Conversion Notice, the Company
      shall send, via facsimile, a confirmation of receipt of such Conversion Notice
      to such holder. The Company or its designated transfer agent (the "Transfer
      Agent"),
      as
      applicable, shall, within ten (10) trading days following the date of such
      receipt, issue and deliver to the holder one or more certificates in the name
      of
      the holder or its designees representing the number of shares of Common Stock
      to
      which the holder shall be entitled. 

     

    (c) 

     

    (d) (A)
      Converted
      Common Stock Held in Book-Entry Form.
      If the
      holder specifies in the Conversion Notice that instead of receiving certificates
      representing Common Stock as described above in this Section 4(d)(ii), it
      prefers to receive the shares due to it upon conversion in book-entry form,
      then
      instead of issuing such certificates, the Company or the Transfer Agent shall
      issue and deliver to the Depository Trust Company (“DTC”)
      account on the holder’s behalf, via the Deposit Withdrawal Agent Commission
      System (“DWAC”),
      registered in the name of the holder or its designee, the number of shares
      of
      Common Stock to which the holder shall be entitled, according to instructions
      received in or with the Conversion Notice.
      Notwithstanding the foregoing, the Company or its Transfer Agent shall only
      be
      obligated to issue and deliver shares to DTC on a holder’s behalf via DWAC if a
      registration statement providing for the resale of the shares of Common Stock
      issuable upon conversion of the Series B (a “Registration
      Statement”)
      is
      effective.

    


     

    (e)If
      the
      number of shares of Series B represented by the Preferred Stock Certificate(s)
      submitted by a holder for conversion is greater than the number of shares of
      Series B being converted, then the Company shall, as soon as practicable and
      in
      no event later than ten (10) trading days after receipt of the Preferred Stock
      Certificate(s) and at the Company's expense, issue and deliver to the holder
      a
      new Preferred Stock Certificate representing the number of shares of Series
      B
      not converted.

    


     

    (f) (iii) Dispute
      Resolution.
      In the
      case of a dispute as to the arithmetic calculation of the number of shares
      of
      Common Stock to be issued upon conversion, the Company shall cause its Transfer
      Agent to promptly issue to the holder the number of shares of Common Stock
      that
      is not disputed and shall submit the arithmetic calculations to the holder
      via
      facsimile as soon as possible, but in no event later than four (4) business
      days
      after receipt of such holder's originally executed Conversion Notice. If such
      holder and the Company are unable to agree upon the arithmetic calculation
      of
      the number of shares of Common Stock to be issued upon such conversion within
      one (1) business day of such disputed arithmetic calculation being submitted
      to
      the holder, then the Company shall within one (1) business day submit via
      facsimile the disputed arithmetic calculation of the number of shares of Common
      Stock to be issued upon such conversion to the Company’s independent, outside
      accountant. The Company shall cause the accountant to perform the calculations
      and notify the Company and the holder of the results no later than seventy-two
      (72) hours from the time the accountant received the disputed calculations.
      Such
      accountant's calculation shall be binding upon all parties absent manifest
      error. The reasonable expenses of such accountant in making such determination
      shall be paid by the Company, in the event the holder's calculation was correct,
      or by the holder, in the event the Company's calculation was correct, or equally
      by the Company and the holder in the event that neither the Company's or the
      holder's calculation was correct. The period of time in which the Company is
      required to effect conversions or redemptions under this Certificate of
      Designations shall be tolled with respect to the subject conversion or
      redemption pending resolution of any dispute by the Company made in good faith
      and in accordance with this Section 4(d)(iii).

    


    
      
        
          
          

        

        
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    (g) (iv) Record
      Holder.
      The
      person or persons entitled to receive the shares of Common Stock issuable upon
      a
      conversion of the Series B shall be treated for all purposes as the record
      holder or holders of such shares of Common Stock on the Conversion
      Date.

     

    (h) (v)
      Company's
      Failure to Timely Convert.
      Subject
      to the terms and conditions of this Certificate of Designations, if within
      three
      (3) trading days of the Company's receipt of the facsimile copy of the executed
      Conversion Notice (the third of such three days, the "Delivery
      Date")
      the
      Company fails (x) to issue and deliver to a holder, in accordance with Section
      4(b)(ii) hereof, the number of shares of Common Stock to which such holder
      is
      entitled upon such holder's conversion of the Series B or (y) to issue a new
      Preferred Stock Certificate representing the number of shares of Series B to
      which such holder is entitled pursuant to Section 4(a) ("Conversion
      Failure"),
      then
      in addition to all other available remedies which such holder may pursue
      hereunder and under the Series B Convertible Preferred Stock Purchase Agreement
      (the "Purchase
      Agreement")
      to be
      entered into among the Company and the initial holders of the Series B
      (including indemnification pursuant to Section 6 thereof), the Company shall
      pay
      additional damages to such holder on each business day after the Delivery Date
      in an amount equal 0.5% of the product of (A) the sum of the number of shares
      of
      Common Stock not issued to the holder on a timely basis pursuant to Section
      4(a)
      to which such holder is entitled and, in the event the Company has failed to
      deliver a Preferred Stock Certificate to the holder on a timely basis pursuant
      to Section 4(b)(ii), the number of shares of Common Stock issuable upon
      conversion of the shares of Series B represented by such Preferred Stock
      Certificate, as of the last possible date which the Company could have issued
      such Preferred Stock Certificate to such holder without violating Section
      4(b)(ii) and (B) the Closing Bid Price (as defined below) of the Common Stock
      on
      the last possible date which the Company could have issued such Common Stock
      or
      such Preferred Stock Certificate, as the case may be, to such holder without
      violating Section 4(b)(ii). The term "Closing
      Bid Price"
      shall
      mean, for any security as of any date, the last closing bid price of such
      security on the OTC Bulletin Board or other principal exchange on which such
      security is traded as reported by Bloomberg, or, if no closing bid price is
      reported for such security by Bloomberg, the last closing trade price of such
      security as reported by Bloomberg, or, if no last closing trade price is
      reported for such security by Bloomberg, the average of the bid prices of any
      market makers for such security as reported in the "pink sheets" by the National
      Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such
      security on any date on any of the foregoing bases, the Closing Bid Price of
      such security on such date shall be the fair market value as mutually determined
      by the Company and the holders of a majority of the outstanding shares of Series
      B. 

    


    


    
      
        
          
          

        

        
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    (i)(vi)Buy-In
      Rights.
      In
      addition to any other rights available to the holders of Series B, if the
      Company fails to issue to a holder, on or before the Delivery Date and in
      accordance with Section 4(b)(ii) hereof, the shares of Common Stock issuable
      upon conversion of the Series B to which such holder is entitled, and if after
      such date the holder is required by its broker to purchase (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by the holder of the shares of Common Stock issuable upon conversion of
      Series B which the holder anticipated receiving upon such conversion (a
“Buy-In”),
      then
      the Company shall either (1) pay in cash to the holder the amount by which
      (x)
      the holder’s total purchase price (including brokerage commissions, if any) for
      the shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of shares of Common Stock issuable upon conversion
      of
      Series B that the Company was required to deliver to the holder in connection
      with the conversion at issue by (B) the price at which the sell order giving
      rise to such purchase obligation was executed, at which point the Company's
      obligation to issue such shares of Common Stock being converted shall terminate,
      or (2) either reinstate the shares of Series B and equivalent number of shares
      of Common Stock for which such conversion was not honored or deliver to the
      holder the number of shares of Common Stock that would have been issued had
      the
      Company timely complied with its conversion and delivery obligations hereunder.
      For example, if the holder purchases Common Stock having a total purchase price
      of $11,000 to cover a Buy-In with respect to an attempted conversion of shares
      of Common Stock with an aggregate sale price giving rise to such purchase
      obligation of $10,000, under clause (1) of the immediately preceding sentence,
      the Company may choose to pay to the holder $1,000, at which point the Company's
      obligation to issue such shares of Common Stock being converted shall terminate.
      The holder shall provide the Company written notice indicating the amounts
      payable to the holder in respect of the Buy-In, together with applicable
      confirmations and other evidence reasonably requested by the Company. Nothing
      herein shall limit a holder’s right to pursue any other remedies available to it
      hereunder, at law or in equity, including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      conversion of the Series B as required pursuant to the terms hereof.


     

    5.
       Adjustments
      to Conversion Price, Conversion Rate and Certain Other
      Adjustments.
      The
      Conversion Rate for the number of shares of Common Stock into which the Series
      B
      shall be converted shall be subject to adjustment from time to time as
      hereinafter set forth, notice of which shall be promptly provided to the Series
      B holders:

     

    (a)
       Stock
      Dividends, Recapitalization, Reclassification, Split-Ups.
      If,
      prior to or on the date of a Conversion, the number of outstanding shares of
      Common Stock is increased by a stock dividend payable in shares of Common Stock
      or any right to acquire Common Stock or by a split-up, recapitalization or
      reclassification of shares of Common Stock or other similar event, then, on
      the
      effective date thereof, the Conversion Rate will be adjusted so that the number
      of shares of Common Stock issuable on such Conversion of the Series B shall
      be
      increased in proportion to such increase in outstanding shares of Common
      Stock. 

     

    (b)
       Aggregation
      of Shares.
      If
      prior to or on the date of a Conversion, the number of outstanding shares of
      Common Stock is decreased by a consolidation, combination or reclassification
      of
      shares of Common Stock or other similar event, then, upon the effective date
      thereof, the number of shares of Common Stock issuable on Conversion of the
      Series B shall be decreased in proportion to such decrease in outstanding shares
      of Common Stock.

    


    
      
        
          
          

        

        
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    (c) Mergers
      or Consolidations.
      If at
      any time or from time to time prior to the date of a Conversion there is a
      merger, consolidation or similar capital reorganization of the Common Stock
      (other than a recapitalization, subdivision, combination, reclassification,
      exchange or substitution of shares provided for in Section 5(a) or 5(b) above)
      (each a “Reorganization”),
      then
      as a part of such capital reorganization, provision shall be made so that each
      holder of outstanding Series B at the time of such reorganization shall
      thereafter be entitled to receive, upon conversion of the Series B, the number
      of shares of stock or other securities or property of the Company to which
      a
      holder of the number of shares of Common Stock deliverable upon conversion
      of
      such holder’s Series B would be entitled on such capital reorganization, subject
      to adjustment in respect of such stock or securities by the terms thereof.
      In
      any such case, the resulting or surviving corporation (if not the Company)
      shall
      expressly assume the obligations to deliver, upon the exercise of the conversion
      privilege, such securities or property as the holders of Series B remaining
      outstanding (or of other convertible preferred stock received by such holders
      in
      place thereof) shall be entitled to receive pursuant to the provisions hereof,
      and to make provisions for the protection of the conversion rights as provided
      above. If this Section 5(c) applies to a Reorganization, Sections 5(a) and
      5(b)
      shall not apply to such Reorganization. In
      addition to all other rights of the holders of Series B contained herein,
      simultaneous with the occurrence of a
      Reorganiation,
      each holder of Series B shall have the right, at such holder's option, to
      require the Company to redeem all or a portion of such holder's shares of Series
      B at a price per share of Series B equal to one hundred ten percent (110%)
      of
      the Liquidation Preference Amount.

     

    (d)
       Successive
      Changes.
      The
      provisions of this Section shall similarly apply to successive
      reclassifications, reorganizations, mergers or consolidations, sales or other
      transfers.

     

    (j) 

     

    (i) (e)
       Adjustments
      for Issuance of Additional Shares of Common Stock. 

     

    (ii) 

     

    (iii)  (i)
      In
      the event the Company shall, at any time within two (2) years following the
      initial issuance date of the Series B, issue or sell any additional shares
      of
      Common Stock (“Additional
      Shares of Common Stock”)
      at a
      price per share less than $2.37 or without consideration (subject to appropriate
      adjustment in the event of any dividend, stock split, combination or other
      similar recapitalization affecting such shares, other than as part of an “Exempt
      Issuance,” as listed under Section 5(g)), then and in such event, the Conversion
      Price upon each such issuance shall be reduced, concurrently with such issue
      or
      sale, to such lesser price paid for such Additional Shares of Common Stock
      and
      the Conversion Ratio then in effect immediately prior to such adjustment, shall
      be adjusted based on the Conversion Price so adjusted in accordance with the
      foregoing.. 

    


    
      
        
          
          

        

        
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    (ii)
      For
      the period commencing on the two (2) year anniversary of the Original Issue
      Date
      and ending upon the conversion of all of the shares of Series B, in the event
      the Company shall issue any Additional Shares of Common Stock (otherwise than
      as
      provided in the foregoing subsections (a) through (c) of this Section 5), at
      a
      price per share less than $2.37 then in effect or without consideration, then
      the Conversion Price then in effect shall multiplied by a fraction (a) the
      numerator of which shall be equal to the sum of (x) the number of shares of
      outstanding Common Stock immediately prior to the issuance of such Additional
      Shares of Common Stock plus (y) the number of shares of Common Stock (rounded
      to
      the nearest whole share) which the aggregate consideration for the total number
      of such Additional Shares of Common Stock so issued would purchase at a price
      per share equal to the Conversion Price then in effect and (b) the denominator
      of which shall be equal to the number of shares of outstanding Common Stock
      immediately after the issuance of such Additional Shares of Common Stock. For
      purposes of this Section, all shares of Common Stock issuable upon exercise
      of
      options outstanding immediately prior to such issue or upon conversion of
      Convertible Securities outstanding immediately prior to such issue are deemed
      outstanding. No adjustment of the number of shares of Common Stock for which
      this Warrant shall be exercisable shall be made pursuant to this Section
      5(d)(ii) upon the issuance of any Additional Shares of Common Stock which are
      issued pursuant to the exercise of any Common Stock Equivalents, if any such
      adjustment shall previously have been made upon the issuance of such Common
      Stock Equivalents (or upon the issuance of any warrant or other rights therefor)
      pursuant to Section 5(f).

    


     

    (iv) (f) Issuance
      of Common Stock Equivalents.
      If the
      Company, at any time following the initial issuance date of the Series B, shall
      issue any securities convertible into or exchangeable for, directly or
      indirectly, Common Stock ("Convertible Securities"), or (b) any rights or
      warrants or options to purchase any such Common Stock or Convertible Securities
      (collectively, the "Common Stock Equivalents") shall be issued or sold, other
      than an Exempt Issuance. If the price per share for which Additional Shares
      of
      Common Stock may be issuable pursuant to any such Common Stock Equivalent shall
      be less than $2.37, or if, after any such issuance of Common Stock Equivalents,
      the price per share for which Additional Shares of Common Stock may be issuable
      thereafter is amended or adjusted, and such price as so amended or adjusted
      shall be less than $2.37, then the Conversion Price upon each such issuance
      shall be adjusted to the price equal the consideration per share paid for such
      Common Stock Equivalents and the Conversion Rate then in effect immediately
      prior to such adjustment shall be adjusted based on the Conversion Price so
      adjusted in accordance with the foregoing. 

    


    (g)
       Restriction
      on Conversion Rate and Conversion Price Adjustment.
      Notwithstanding anything to the contrary set forth in Sections 5(e) and (f),
      no
      adjustment shall be made to the Conversion Price and/or the Conversion Rate
      with
      regard to (i) securities issued pursuant to a bona fide firm underwritten public
      offering of the Company’s securities, provided such underwritten public offering
      has been approved in advance by the the holders of more than fifty percent
      (50%)
      of the then outstanding shares of Series B (the “Majority Holders”), (ii)
      securities issued (other than for cash) in connection with a strategic merger,
      acquisition, or consolidation provided that the issuance of such securities
      in
      connection with such strategic merger, acquisition or consolidation has been
      approved in advance by the Majority Holders, (iii) securities issued pursuant
      to
      the conversion or exercise of convertible or exercisable securities issued
      or
      outstanding on or prior to the date of the Purchase Agreement or issued pursuant
      to the Purchase Agreement (so long as the conversion or exercise price in such
      securities are not amended to lower such price and/or adversely affect the
      Holders), (iv) securities issued in connection with bona fide strategic license
      agreements or other partnering arrangements so long as such issuances are not
      for the purpose of raising capital and provided that the issuance of such
      securities in connection with such bona fide strategic license, agreements
      or
      other partnering arrangements has been approved in advance by the Majority
      Holders, (v) Common Stock issued or the issuance or grants of options to
      purchase Common Stock pursuant to the Company’s equity incentive plans
      outstanding as they exist on the date of the Purchase Agreement, (vi) the
      issuance or grants of options to purchase Common Stock to employees, officers
      or
      directors of the Company pursuant to any equity incentive plan duly adopted
      by
      the Board or a committee thereof established for such purpose so long as such
      issuances in the aggregate do not exceed ten percent (10)% of the issued and
      outstanding shares of Common Stock as of the Closing Date (as defined in the
      Purchase Agreement) and the specified price at which the options may be
      exercised is equal to or greater than the Closing Bid Price as of the date
      of
      such grant, and (vii) any warrants, shares of Common Stock or other securities
      issued to a placement agent and its designees for the transactions contemplated
      by the Purchase Agreement (the “Exempt Issuance”). 

    


    
      
        
          
          

        

        
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    (k) 

     

    6.
       Voting
      Rights.
      The
      holders of shares of Series B shall be entitled to the following voting rights:
      

     

    (a)
       Those
      voting rights required by applicable law; 

     

    (b) The
      right
      to vote together with the holders of the Common Stock as a single class, upon
      all matters submitted to holders of Common Stock for a vote, with each share
      of
      Series B carrying a number of votes equal to the number of shares of Common
      Stock issuable upon Conversion of one share of Series B based on the then
      applicable Conversion Rate, and each holder of Series B shall be entitled
      to
      notice of any stockholders’ meeting in accordance with the bylaws of the
      Company; and

     

    (b)
       Whenever
      holders of Series B are required or permitted to take any action by vote, such
      action may be taken without a meeting on written consent, setting forth the
      action so taken and signed by the holders of the outstanding capital stock
      of
      the Company having not less than the minimum number of votes that would be
      necessary to authorize or take such action at a meeting at which all shares
      entitled to vote thereon were present and voted. Each share of Series B shall
      entitle the holder thereof to the number of votes equal to the number of shares
      of Common Stock issuable upon Conversion of one share of Series B based on
      the
      then applicable Conversion Rate, which is initially 1 share of Common Stock
      for
      each share of Series B.

     

    7.  Conversion
      Restriction.
      Notwithstanding anything to the contrary set forth in this Certificate of
      Designations, at no time may a holder of shares of Series B convert shares
      of
      Series B if the number of shares of Common Stock to be issued pursuant to such
      conversion would cause the number of shares of Common Stock owned by such holder
      at such time to equal or exceed, when aggregated with all other shares of Common
      Stock beneficially owned by such holder at such time, the number of shares
      of
      Common Stock which would result in such holder beneficially owning (as
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, and the rules thereunder) in excess of 4.99% of the then
      issued and outstanding shares of Common Stock outstanding at such time;
provided,
      however,
      that
      upon a holder of Series B providing the Company with sixty-one (61) days notice
      (the "Waiver
      Notice")
      that
      such holder wishes to waive Section 7 of this Certificate of Designation with
      regard to any or all shares of Common Stock issuable upon conversion of such
      holder’s Series B, this Section 7 shall be of no force or effect with regard to
      those shares of Series B referenced in the Waiver Notice.

    


    
      
        
          
          

        

        
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    ARTICLE
      X

     

    ARTICLE
      XI8. Inability
      to Fully Convert.

    


     

    Section
      11.1 (a) Holder's
      Option if Company Cannot Fully Convert.
      

     

    Section
      11.2 

     

    Section
      11.3  (A)
      If,
      upon the Company's receipt of a Conversion Notice after the initial issuance
      of
      the Series B, the Company cannot issue shares of Common Stock upon a Conversion
      because the Company (w) does not have a sufficient number of shares of Common
      Stock authorized and available, or (x) is otherwise prohibited by applicable
      law
      or by the rules or regulations of any stock exchange, interdealer quotation
      system or other self-regulatory organization with jurisdiction over the Company
      or its securities from issuing all of the Common Stock which is to be issued
      to
      a holder of Series B pursuant to a Conversion Notice, then the Company shall
      issue as many shares of Common Stock as it is able to issue in accordance with
      such holder's Conversion Notice and, with respect to the unconverted Series
      B,
      the holder, solely at such holder's option, may elect, within five (5) business
      days after receipt of notice from the Company thereof to: (i) require the
      Company to redeem from such holder those Series B for which the Company is
      unable to issue Common Stock in accordance with such holder's Conversion Notice
      (such shares of Series B, the “Nonconvertible
      Shares”;
      such
      redemption right, the "Mandatory
      Redemption")
      at a
      price per share payable in cash equal to (A) one hundred ten percent
      (110%) of
      the Liquidation Preference Amount
      (the
      "Mandatory
      Redemption Price")
      plus
      (B)
      among which (a) the Closing Bid Price on the Conversion Date or, if the Holder
      or its broker has received a firm written bid commitment which shall have been
      provided to the Company along with the Conversion Notice, the per share price
      as
      evidenced by the firm written bid (the “Base
      Price”),
      exceeds (b) the Closing Bid Price on the date the Company has sufficient number
      of shares of Common Stock for the conversion of the Nonconvertible Share had
      the
      Nonconvertible Share been converted; provided that if the Holder or its broker
      has received a firm written bid commitment which shall have been provided to
      the
      Company along with the Conversion Notice, the Base Price for the portion of
      the
      Nonconvertible Shares subject to the firm written bid commitment shall be per
      share price on the firm written bid commitment, or (ii) void its Conversion
      Notice and retain or have returned, as the case may be, the shares of Series
      B
      that were to be converted pursuant to such holder's Conversion Notice (provided
      that a holder's voiding its Conversion Notice shall not affect the Company's
      obligations to make any payments which have accrued prior to the date of such
      notice); or (iii) exercise its Buy-In rights pursuant to and in accordance
      with
      the terms and provisions of Section 4(b)(vi) hereof.

    


    
      
        
          
          

        

        
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    Section
      11.4  (B)
      If,
      upon the Company's receipt of a Conversion Notice after the initial issuance
      of
      the Series B, the Company cannot issue shares of Common Stock upon a Conversion
      because the Company, subsequent to the effective date of a Registration
      Statement, fails to have a sufficient number of shares of Common Stock
      registered for resale under the Registration Statement, then with respect to
      the
      unconverted Series B, the holder, may, within five (5) business days after
      receipt of notice from the Company thereof to require the Company to issue
      restricted shares of Common Stock in accordance with such holder's Conversion
      Notice.

    


     

    Section
      11.5 (b) Mechanics
      of Fulfilling Holder's Election.
      The
      Company shall immediately send via facsimile to a holder of Series B, upon
      receipt of a facsimile copy of a Conversion Notice from such holder which cannot
      be fully satisfied as described in Section 8(a) above, a notice of the Company's
      inability to fully satisfy such holder's Conversion Notice (the "Inability
      to Fully Convert Notice").
      Such
      Inability to Fully Convert Notice shall indicate (i) the reason why the Company
      is unable to fully satisfy such holder's Conversion Notice, (ii) the number
      of
      shares of Series B that cannot be converted and (iii) the applicable Mandatory
      Redemption Price, if applicable pursuant to Section 8(a)(A) above. If
      applicable, such holder shall notify the Company of its election pursuant to
      Section 8(a)(A) above by delivering written notice via facsimile to the Company
      ("Notice
      in Response to Inability to Convert").

    


     

    Section
      11.6 (c) Payment
      of Redemption Price.
      If a
      holder shall elect to have its shares redeemed pursuant to Section 8(a)(A)(i)
      above, the Company shall pay the Mandatory Redemption Price to such holder
      within thirty (30) days of the Company's receipt of the holder's Notice in
      Response to Inability to Convert, provided
      that
      prior to the Company's receipt of the holder's Notice in Response to Inability
      to Convert the Company has not delivered a notice to such holder stating, to
      the
      satisfaction of the holder, that the event or condition resulting in the
      Mandatory Redemption has been cured and all shares of Common Stock issuable
      to
      such holder can and will be delivered to the holder in accordance with the
      terms
      of Section 4. Until the full Mandatory Redemption Price is paid to such holder,
      such holder may (i) void the Mandatory Redemption with respect to those shares
      of Series B for which the full Mandatory Redemption Price has not been paid,
      and
      (ii) receive back such shares. 

    


     

    Section
      11.7 (d) Pro-rata
      Conversion and Redemption.
      In the
      event the Company receives a Conversion Notice from more than one holder of
      Series B on the same day and the Company is able to convert and redeem some,
      but
      not all, of the Series B pursuant to this Section 8, the Company shall convert
      and redeem from each holder of Series B electing to have Series B converted
      and
      redeemed at such time an amount equal to such holder's pro-rata amount (based
      on
      the number shares of Series B held by such holder relative to the number shares
      of Series B outstanding) of all shares of Series B being converted and redeemed
      at such time.

    


    
      
        
          
          

        

        
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    9. No
      Impairment.
      The
      Company will not, by amendment of its Articles of Incorporation or through
      any
      reorganization, recapitalization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other action, avoid or seek
      to
      avoid the observance or performance of any of the terms to be observed or
      performed hereunder by the Company, but will at all times in good faith assist
      in the carrying out of all the provisions of this Certificate of Designations
      and in the taking of all such action as may be necessary or appropriate in
      order
      to protect the conversion rights of the holders of Series B against
      impairment.

     

    10.
       No
      Fractional Shares and Certificate as to Adjustments.
      No
      fractional shares shall be issued upon the conversion of any share or shares
      of
      the Series B, and the number of shares of Common Stock to be issued shall be
      rounded up to the nearest whole share. The number of shares issuable upon
      conversion shall be determined on the basis of the total number of shares of
      Series B the holder is at the time converting into Common Stock and the number
      of shares of Common Stock issuable upon such aggregate conversion.

     

    11.
       Notices
      of Record Date.
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (other than a cash dividend) or other distribution,
      any
      right to subscribe for, purchase or otherwise acquire any shares of stock of
      any
      class or any other securities or property, or any other right, the Company
      shall
      mail to each holder of Series B, at least ten (10) days prior to the date
      specified therein, a notice specifying the date on which any such record is
      to
      be taken for the purpose of such dividend, distribution or right, and the amount
      and character of such dividend, distribution or right.

     

    12.
       Notices.
      Any
      notice required by the provisions of this Certificate of Designations to be
      given to the holders of shares of Series B shall be deemed given if deposited
      in
      the United States mail, postage prepaid, and addressed to each holder of record
      at his address appearing on the books of the Company.

     

    13.
       Protective
      Provisions.
      Except
      for the designation and issuance of the Company’s Series A, which is being
      designated contemporaneously with the Series B, so long as any shares of Series
      B are outstanding, the Company shall not without first obtaining the approval
      (by vote or written consent, as provided by law) of the holders of at least
      seventy-five percent (75%) of the then outstanding shares of Series B, voting
      as
      a separate class: 

     

    (a)
       in
      any
      manner authorize, issue or create (by reclassification or otherwise) any new
      class or series of shares having rights, preferences or privileges equal or
      senior to the Series B;

     

    (b)
       adversely
      alter or change the rights, preferences, designations or privileges of the
      Series B;

     

    (c)
       amend
      the
      Company’s Articles of Incorporation or By-laws in a manner that adversely
      affects the rights, preferences, designations or privileges of the holders
      of
      the Series B;

    


    
      
        
          
          

        

        
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    (d)
       increase
      or decrease the authorized number of shares of preferred stock of the Company
      or
      otherwise reclassify
      the Company's outstanding securities;
      

     

    (e)
       redeem,
      purchase or otherwise acquire (or pay into or set funds aside for a sinking
      fund
      for such purpose) any share or shares of preferred stock or Common Stock;
provided,
      however, that this restriction shall not apply to the de
      minimus repurchases of
      shares
      of Common Stock from employees, officers, directors, consultants or other
      persons performing services for the Company or any subsidiary pursuant to
      agreements under which the Company has the option to repurchase such shares
      at
      cost upon the occurrence of certain events, such as the termination of
      employment, or through the exercise of any right of first refusal; and
provided
      further
      that this restriction shall not apply to any conversion, redemption or other
      acquisition of shares of Series B pursuant to this Certificate of Designations
      or Series A pursuant to the Certificate of Designations, Preferences and Rights
      of Series A Convertible Preferred Stock of the Company; or

     

    (f) voluntarily
      file for bankruptcy, liquidate the Company’s assets or make an assignment for
      the benefit of the Company’s creditors.

    


    14. No
      Charge for Conversion.
      The
      issuance of certificates for shares of Common Stock upon the conversion of
      shares of Series B shall be made without charge to the converting holders for
      such certificates and without any tax in respect of the issuance of such
      certificates.

    


    15. Reservation
      of Shares.
      On and
      after the initial issuance of the Series B, the Corporation shall at all times
      reserve and keep available out of any stock held as treasury stock or out of
      its
      authorized but unissued Common Stock, or both, solely for the purpose of
      effecting the conversion of the shares of Series B, no less than one hundred
      fifty percent (150%) of the aggregate number of shares of Common Stock then
      issuable upon the conversion of all outstanding shares of Series B. The
      Corporation shall immediately, in accordance with the laws of the State of
      Nevada, increase the authorized amount of its Common Stock if, at any time,
      the
      authorized amount of its Common Stock remaining unissued shall not be sufficient
      to permit the conversion of all shares of Series B.

    


    16.
       Return
      of Status as Authorized Shares.
      Upon a
      Conversion or any other redemption or extinguishment of the Series B, the shares
      converted, redeemed or extinguished will be cancelled (and may not be reissued
      as shares of Series B) and automatically returned to the status of authorized
      and unissued shares of preferred stock, available for future designation and
      issuance pursuant to the terms of the Articles of Incorporation.

     

    17.
       Amendment.
       This
      Certificate of Designations constitutes an agreement between the Company and
      the
      holders of the Series B. For as long as any shares of Series B are outstanding,
      the terms hereof may be amended, modified, repealed or waived only by the
      affirmative vote or written consent of holders of seventy five percent (75%)
      of
      the then outstanding shares of Series B, voting together as a class and series.
      

    


    


    
      
        
          
          

        

        
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    Exhibit
      I
      to Exhibit A 

    


    Victory
      Divide Mining Company 

    CONVERSION
      NOTICE

    


    Reference
      is made to the Certificate of Designations Preferences and Rights of the Series
      B Convertible Preferred Stock of Victory Divide Mining Company (the "Certificate
      of Designations"). In accordance with and pursuant to the Certificate of
      Designations, the undersigned hereby elects to convert the number of shares
      of
      Series B Preferred Stock, par value $0.001 per share (the "Preferred Shares"),
      of Victory Divide Mining Company, a Nevada corporation (the "Company"),
      indicated below into shares of Common Stock, par value $0.001 per share (the
      "Common Stock"), of the Company, by tendering the stock certificate(s)
      representing the share(s) of the Preferred Stock specified below as of the
      date
      specified below.

    


    Date
      of
      Conversion:                    

    


    Number
      of
      Preferred Shares to be converted:                    

    


    Stock
      certificate no(s). of Preferred Shares to be
      converted:                    

    


    The
      Common Stock have been sold pursuant to the Registration Statement: YES ____
      NO____

    


    Please
      confirm the following information:

    


    Number
      of
      shares of Common Stock

    to
      be
      issued:                                            

    


    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the Date of Conversion: _________________________

    


    Please
      issue the Common Stock into which the Preferred Shares are being converted
      and,
      if applicable, any check drawn on an account of the Company in the following
      name and to the following address:

    


    Issue
      to:                    

                        

       


    Facsimile
      Number:                    

    


    Authorization:                    

     

    By:                    

    Title:                    

    


    Dated:

     

    


     

    


    


    
      
        
          
          

        

        
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    EXHIBIT
      C-1 TO THE

    SERIES
      A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

    _______________________________________________

     

    FORM
      OF SERIES A WARRANT

    


     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
      UNDER
      THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS
      IS NOT REQUIRED.

     

    SERIES
      A
      WARRANT TO PURCHASE

     

    SHARES
      OF
      COMMON STOCK

     

    OF

     

    VICTORY
      DIVIDE MINING COMPANY

     

    Expires
      on October 2, 2012

    


    
      	
              No.:
                W-A-07- 

            	
              Number
                of Shares: Up to ________

            
	
              Date
                of Issuance: October 3, 2007

            	 


    

    
         


      FOR
        VALUE RECEIVED, the undersigned, Victory Divide Mining
        Company, a Nevada corporation (together with its successors and assigns,
        the
“Issuer”),
        hereby certifies that ____________
        or
        its
        registered assigns (the “Holder”)
        is
        entitled to subscribe for and purchase, during the Term (as hereinafter
        defined), up to ____________
        shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price per share equal to the Warrant Price then in effect, subject, however,
        to
        the provisions and upon the terms and conditions hereinafter set forth.


       

      ARTICLE
        XIITerm.
        The term of this Warrant shall commence on October 3, 2007 and shall expire
        at
        6:00 p.m., Eastern Time, on October 2, 2012 (such period being the
“Term”
        and such date, the “Termination
        Date”).

       

      ARTICLE
        XIIIMethod
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange.


      
        
          
          

        

        
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      Section
        13.1 Time
        of Exercise.
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term for such number of shares of Common Stock set forth above,
        which
        number is equal to one hundred percent (100%) of the number of shares of
        Common
        Stock into which the Series A Convertible Preferred Stock issued by the Issuer
        to the Holder on the Original Issue Date pursuant to the Purchase Agreement
        may
        be converted.

       

      Section
        13.2 Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefor equal to the Warrant Price in effect on the date of
        such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder’s election
        (i) by certified or official bank check or by wire transfer to an account
        designated by the Issuer, (ii) by “cashless exercise” in accordance with Section
        2(c), but only when a registration statement under the Securities Act providing
        for the resale of the Warrant Stock is not then in effect, or (iii) by a
        combination of the foregoing methods of payment selected by the Holder of
        this
        Warrant.

       

      Section
        13.3 Cashless
        Exercise.
        Notwithstanding any provision herein to the contrary, and (i) the volume
        weighted average price of one share of Common Stock on the OTC Bulletin Board
        or
        such other securities exchange on which the Common Stock is then traded or
        included for quotation, for any ten (10) consecutive Trading Days is greater
        than the Warrant Price (at or prior to the date of calculation as set forth
        below) and (ii) commencing eighteen (18) months following the Original Issue
        Date if a registration statement under the Securities Act providing for the
        resale of the Warrant Stock (A) has not been declared effective by the
        Securities and Exchange Commission by the date such registration statement
        is
        required to be effective pursuant to the Registration Rights Agreement (as
        defined in Section 8), or (B) is not effective at the time of exercise of
        this
        Warrant, unless the registration statement is not effective as a result of
        the
        Issuer exercising its rights under Section 3(n) of the Registration Rights
        Agreement, in lieu of exercising this Warrant by payment of cash, the Holder
        may
        exercise this Warrant by a cashless exercise and shall receive the number
        of
        shares of Common Stock equal to an amount (as determined below) by surrender
        of
        this Warrant at the principal office of the Issuer together with the properly
        endorsed Notice of Exercise in which event the Issuer shall issue to the
        Holder
        a number of shares of Common Stock computed using the following
        formula:

      
        	 	 
	 	
                X
                  =
                  Y - (A)(Y)

              
	 	
                B

              
	 	 	 
	
                Where
                  

              	
                X
                  =
                  

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder.

              
	 	 	 
	 	
                Y
                  =
                  

              	
                the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being exercised.

              
	 	 	 
	 	
                A
                  =
                  

              	
                the
                  Warrant Price.

              
	 	 	 
	 	
                B
                  =
                  

              	
                the
                  Per Share Market Value of one share of Common
                  Stock.

              


      

       

      



      
        
          
          

        

        
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      Section
        13.4 Issuance
        of Stock Certificates.
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of such exercise and delivered to the Holder
        hereof within a reasonable time, not exceeding three (3) Trading Days after
        such
        exercise (the “Delivery
        Date”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect
        or that the shares of Warrant Stock are otherwise exempt from registration),
        issued and delivered to the Depository Trust Company (“DTC”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“DWAC”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise.
        Notwithstanding the foregoing to the contrary, the Issuer or its transfer
        agent
        shall only be obligated to issue and deliver the shares to the DTC on a holder’s
        behalf via DWAC if such exercise is in connection with a sale or other exemption
        from registration by which the shares may be issued without a restrictive
        legend
        and the Issuer and its transfer agent are participating in DTC through the
        DWAC
        system. The Holder shall deliver this original Warrant, or an indemnification
        undertaking with respect to such Warrant in the case of its loss, theft or
        destruction, at such time that this Warrant is fully exercised. With respect
        to
        partial exercises of this Warrant, the Issuer shall keep written records
        for the
        Holder of the number of shares of Warrant Stock exercised as of each date
        of
        exercise.

       

      Section
        13.5 Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the Delivery
        Date, and if after such date the Holder is required by its broker to purchase
        (in an open market transaction or otherwise) shares of Common Stock to deliver
        in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
        anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of shares of Warrant Stock that the Issuer was
        required to deliver to the Holder in connection with the exercise at issue
        times
        (B) the price at which the sell order giving rise to such purchase obligation
        was executed, and (2) at the option of the Holder, either reinstate the portion
        of the Warrant and equivalent number of shares of Warrant Stock for which
        such
        exercise was not honored or deliver to the Holder the number of shares of
        Common
        Stock that would have been issued had the Issuer timely complied with its
        exercise and delivery obligations hereunder. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a
        Buy-In with respect to an attempted exercise of shares of Common Stock with
        an
        aggregate sale price giving rise to such purchase obligation of $10,000,
        under
        clause (1) of the immediately preceding sentence the Issuer shall be required
        to
        pay the Holder $1,000. The Holder shall provide the Issuer written notice
        indicating the amounts payable to the Holder in respect of the Buy-In, together
        with applicable confirmations and other evidence reasonably requested by
        the
        Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies
        available to it hereunder, at law or in equity including, without limitation,
        a
        decree of specific performance and/or injunctive relief with respect to the
        Issuer’s failure to timely deliver certificates representing shares of Common
        Stock upon exercise of this Warrant as required pursuant to the terms
        hereof.


      
        
          
          

        

        
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      Section
        13.6 Transferability
        of Warrant.
        Subject
        to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole
        or
        in part, without the consent of the Issuer. If transferred pursuant to this
        paragraph, this Warrant may be transferred on the books of the Issuer by
        the
        Holder hereof in person or by duly authorized attorney, upon surrender of
        this
        Warrant at the principal office of the Issuer, properly endorsed (by the
        Holder
        executing an assignment in the form attached hereto) and upon payment of
        any
        necessary transfer tax or other governmental charge imposed upon such transfer.
        This Warrant is exchangeable at the principal office of the Issuer for Warrants
        to purchase the same aggregate number of shares of Warrant Stock, each new
        Warrant to represent the right to purchase such number of shares of Warrant
        Stock as the Holder hereof shall designate at the time of such exchange.
        All
        Warrants issued on transfers or exchanges shall be dated the Original Issue
        Date
        and shall be identical with this Warrant except as to the number of shares
        of
        Warrant Stock issuable pursuant thereto.

       

      Section
        13.7 Continuing
        Rights of Holder.
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided that if any such Holder shall fail to
        make
        any such request, the failure shall not affect the continuing obligation
        of the
        Issuer to afford such rights to such Holder.

       

      Section
        13.8 Compliance
        with Securities Laws.

       

      (i) The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder’s own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.

       

      (ii) Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.


      
        
          
          

        

        
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      (iii) The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer. Such proposed
        transfer will not be effected until: (a) either (i) the Issuer has received
        an
        opinion of counsel reasonably satisfactory to the Issuer, to the effect that
        the
        registration of such securities under the Securities Act is not required
        in
        connection with such proposed transfer, (ii) a registration statement under
        the
        Securities Act covering such proposed disposition has been filed by the Issuer
        with the Securities and Exchange Commission and has become effective under
        the
        Securities Act, (iii) the Issuer has received other evidence reasonably
        satisfactory to the Issuer that such registration and qualification under
        the
        Securities Act and state securities laws are not required, or (iv) the Holder
        provides the Issuer with reasonable assurances that such security can be
        sold
        pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
        or (ii) compliance with applicable state securities or “blue sky” laws has been
        effected or a valid exemption exists with respect thereto. The Issuer will
        respond to any such notice from a holder within three (3) Trading Days. In
        the
        case of any proposed transfer under this Section 2(h), the Issuer will use
        reasonable efforts to comply with any such applicable state securities or
“blue
        sky” laws, but shall in no event be required, (x) to qualify to do business in
        any state where it is not then qualified, (y) to take any action that would
        subject it to tax or to the general service of process in any state where
        it is
        not then subject, or (z) to comply with state securities or “blue sky” laws of
        any state for which registration by coordination is unavailable to the Issuer.
        The restrictions on transfer contained in this Section 2(h) shall be in addition
        to, and not by way of limitation of, any other restrictions on transfer
        contained in any other section of this Warrant. Whenever a certificate
        representing the Warrant Stock is required to be issued to the Holder without
        a
        legend, in lieu of delivering physical certificates representing the Warrant
        Stock, the Issuer shall cause its transfer agent to electronically transmit
        the
        Warrant Stock to the Holder by crediting the account of the Holder or Holder’s
        Prime Broker with DTC through its DWAC system (to the extent not inconsistent
        with any provisions of this Warrant or the Purchase Agreement).

       

      Section
        13.9 Accredited
        Investor Status.
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities
        Act.

       

      ARTICLE
        XIVStock
        Fully Paid; Reservation and Listing of Shares;
        Covenants.

       

      Section
        14.1 Stock
        Fully Paid.
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and non-assessable and free from
        all
        taxes, liens and charges created by or through the Issuer. The Issuer further
        covenants and agrees that during the period within which this Warrant may
        be
        exercised, the Issuer will at all times have authorized and reserved for
        the
        purpose of the issuance upon exercise of this Warrant a number of authorized
        but
        unissued shares of Common Stock equal to at least one hundred percent (100%)
        of
        the number of shares of Common Stock issuable upon exercise of this Warrant
        without regard to any limitations on exercise.


      
        
          
          

        

        
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      Section
        14.2 Reservation.
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, and maintain and increase when necessary such listing, of, all shares
        of Warrant Stock from time to time issued upon exercise of this Warrant or
        as
        otherwise provided hereunder (provided that such Warrant Stock has been
        registered pursuant to a registration statement under the Securities Act
        then in
        effect), and, to the extent permissible under the applicable securities exchange
        rules, all unissued shares of Warrant Stock which are at any time issuable
        hereunder, so long as any shares of Common Stock shall be so listed. The
        Issuer
        will also so list on each securities exchange or market, and will maintain
        such
        listing of, any other securities which the Holder of this Warrant shall be
        entitled to receive upon the exercise of this Warrant if at the time any
        securities of the same class shall be listed on such securities exchange
        or
        market by the Issuer.

       

      Section
        14.3 Covenants.
        The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the Articles
        of Incorporation or by-laws of the Issuer in any manner that would adversely
        affect the rights of the Holders of the Warrants, (iii) take all such action
        as
        may be reasonably necessary in order that the Issuer may validly and legally
        issue fully paid and nonassessable shares of Common Stock, free and clear
        of any
        liens, claims, encumbrances and restrictions (other than as provided herein)
        upon the exercise of this Warrant, and (iv) use its best efforts to obtain
        all
        such authorizations, exemptions or consents from any public regulatory body
        having jurisdiction thereof as may be reasonably necessary to enable the
        Issuer
        to perform its obligations under this Warrant.

       

      Section
        14.4 Loss,
        Theft, Destruction of Warrants.
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.


      
        
          
          

        

        
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      Section
        14.5 Payment
        of Taxes.
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided,
        however,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.

       

      ARTICLE
        XVAdjustment
        of Warrant Price.
        The price at which such shares of Warrant Stock may be purchased upon exercise
        of this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.

       

      Section
        15.1 Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale.

       

      (i) In
        case
        the Issuer after the Original Issue Date shall do any of the following (each,
        a
“Triggering
        Event”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made to the Warrant Price and the number of shares of
        Warrant
        Stock that may be purchased upon exercise of this Warrant so that, upon the
        basis and the terms and in the manner provided in this Warrant, the Holder
        of
        this Warrant shall be entitled upon the exercise hereof at any time after
        the
        consummation of such Triggering Event, to the extent this Warrant is not
        exercised prior to such Triggering Event, to receive at the Warrant Price
        in
        effect at the time immediately prior to the consummation of such Triggering
        Event, in lieu of the Common Stock issuable upon such exercise of this Warrant
        prior to such Triggering Event, the Securities, cash and property to which
        such
        Holder would have been entitled upon the consummation of such Triggering
        Event
        if such Holder had exercised the rights represented by this Warrant immediately
        prior thereto (including the right of a shareholder to elect the type of
        consideration it will receive upon a Triggering Event), subject to adjustments
        (subsequent to such corporate action) as nearly equivalent as possible to
        the
        adjustments provided for elsewhere in this Section 4; provided,
        however,
        the
        Holder at its option may elect to receive an amount in unregistered shares
        of
        the common stock of the surviving entity equal to the value of this Warrant
        calculated in accordance with the Black-Scholes formula; provided,
        further,
        such
        shares of Common Stock shall be valued at a twenty percent (20%) discount
        to the
        VWAP of the Common Stock for the twenty (20) Trading Days immediately prior
        to
        the Triggering Event. Immediately upon the occurrence of a Triggering Event,
        the
        Issuer shall notify the Holder in writing of such Triggering Event and provide
        the calculations in determining the number of shares of Warrant Stock issuable
        upon exercise of the new warrant and the adjusted Warrant Price. Upon the
        Holder’s request, the continuing or surviving corporation as a result of such
        Triggering Event shall issue to the Holder a new warrant of like tenor
        evidencing the right to purchase the adjusted number of shares of Warrant
        Stock
        and the adjusted Warrant Price pursuant to the terms and provisions of this
        Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section
        4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering
        Event is a company that has a class of equity securities registered pursuant
        to
        the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”),
        and
        its common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is registered pursuant to the Exchange Act or its common stock is not
        listed or quoted on a national securities exchange, national automated quotation
        system or the OTC Bulletin Board, then the Holder shall have the right to
        demand
        that the Issuer pay to the Holder an amount in cash equal to the value of
        this
        Warrant calculated in accordance with the Black-Scholes
        formula.


      
        
          
          

        

        
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      (ii) In
        the
        event that the Holder has elected not to exercise this Warrant prior to the
        consummation of a Triggering Event and has also elected not to receive an
        amount
        in cash equal to the value of this Warrant calculated in accordance with
        the
        Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above,
        so
        long as the surviving entity pursuant to any Triggering Event is a company
        that
        has a class of equity securities registered pursuant to the Exchange Act
        and its
        common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board, the surviving entity
        and/or each Person (other than the Issuer) which may be required to deliver
        any
        Securities, cash or property upon the exercise of this Warrant as provided
        herein shall assume, by written instrument delivered to, and reasonably
        satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
        under this Warrant (and if the Issuer shall survive the consummation of such
        Triggering Event, such assumption shall be in addition to, and shall not
        release
        the Issuer from, any continuing obligations of the Issuer under this Warrant)
        and (B) the obligation to deliver to such Holder such Securities, cash or
        property as, in accordance with the foregoing provisions of this subsection
        (a),
        such Holder shall be entitled to receive, and the surviving entity and/or
        each
        such Person shall have similarly delivered to such Holder an opinion of counsel
        for the surviving entity and/or each such Person, which counsel shall be
        reasonably satisfactory to such Holder, or in the alternative, a written
        acknowledgement executed by the President or Chief Financial Officer of the
        Issuer, stating that this Warrant shall thereafter continue in full force
        and
        effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which the surviving entity and/or each such Person may be required
        to deliver upon any exercise of this Warrant or the exercise of any rights
        pursuant hereto.

       

      Section
        15.2 Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time the Issuer shall:


      
        
          
          

        

        
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      (a) make
        or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive a dividend payable in, or other distribution
        of,
        shares of Common Stock,

       

      (b) subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

       

      (c) combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

       

      Section
        15.3 Certain
        Other Distributions.
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Common Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:

       

      (a) cash,

       

      (b) any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or

       

      (c) any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm mutually
        agreed upon by the Issuer and the Holder) of any and all such evidences of
        indebtedness, shares of stock, other securities or property or warrants or
        other
        subscription or purchase rights so distributable, and (2) the Warrant Price
        then
        in effect shall be adjusted to equal (A) the Warrant Price then in effect
        multiplied by the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately prior to the adjustment divided by (B) the number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        after
        such adjustment. A reclassification of the Common Stock (other than a change
        in
        par value, or from par value to no par value or from no par value to par
        value)
        into shares of Common Stock and shares of any other class of stock shall
        be
        deemed a distribution by the Issuer to the holders of its Common Stock of
        such
        shares of such other class of stock within the meaning of this Section 4(c)
        and,
        if the outstanding shares of Common Stock shall be changed into a larger
        or
        smaller number of shares of Common Stock as a part of such reclassification,
        such change shall be deemed a subdivision or combination, as the case may
        be, of
        the outstanding shares of Common Stock within the meaning of Section
        4(b).


      
        
          
          

        

        
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      Section
        15.4 Issuance
        of Additional Shares of Common Stock.
        

       

      (a) For
        the
        period commencing on the Original Issue Date and ending on the two (2) year
        anniversary of the Original Issue Date, in the event the Issuer shall issue
        any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price upon each such issuance shall be adjusted to the price equal to the
        consideration per share paid for such Additional Shares of Common
        Stock.

       

      (b) For
        the
        period commencing on the two (2) year anniversary of the Original Issue Date
        and
        ending on the Termination Date, in the event the Issuer shall issue any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price then in effect shall multiplied by a fraction (a) the numerator of
        which
        shall be equal to the sum of (x) the number of shares of outstanding Common
        Stock immediately prior to the issuance of such Additional Shares of Common
        Stock plus (y) the number of shares of Common Stock (rounded to the nearest
        whole share) which the aggregate consideration for the total number of such
        Additional Shares of Common Stock so issued would purchase at a price per
        share
        equal to the Warrant Price then in effect and (b) the denominator of which
        shall
        be equal to the number of shares of outstanding Common Stock immediately
        after
        the issuance of such Additional Shares of Common Stock. For purposes of this
        Section, all shares of Common Stock issuable upon exercise of options
        outstanding immediately prior to such issue or upon conversion of Convertible
        Securities (as defined below) (including Series A Convertible Preferred Stock
        of
        the Company, par value $.001 per share) outstanding immediately prior to
        such
        issue are deemed outstanding. No adjustment of the number of shares of Common
        Stock for which this Warrant shall be exercisable shall be made pursuant
        to this
        Section 4(d)(ii) upon the issuance of any Additional Shares of Common Stock
        which are issued pursuant to the exercise of any Common Stock Equivalents,
        if
        any such adjustment shall previously have been made upon the issuance of
        such
        Common Stock Equivalents (or upon the issuance of any warrant or other rights
        therefor) pursuant to Section 4(e).

       

      Section
        15.5 Issuance
        of Common Stock Equivalents.
        In the
        event the Issuer shall take a record of the holders of its Common Stock for
        the
        purpose of entitling them to receive a distribution of, or shall in any manner
        (whether directly or by assumption in a merger in which the Issuer is the
        surviving corporation) issue or sell, any Common Stock Equivalents, whether
        or
        not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Common Stock is issuable upon such conversion
        or exchange shall be less than the Warrant Price in effect immediately prior
        to
        the time of such issue or sale, or if, after any such issuance of Common
        Stock
        Equivalents, the price per share for which Additional Shares of Common Stock
        may
        be issuable thereafter is amended or adjusted, and such price as so amended
        shall be less than the Warrant Price in effect at the time of such amendment
        or
        adjustment, then the Warrant Price then in effect shall be adjusted as provided
        in Section 4(d)(i) or (ii), as applicable. No further adjustments of the
        number
        of shares of Common Stock for which this Warrant is exercisable and the Warrant
        Price then in effect shall be made upon the actual issue of such Common Stock
        upon conversion or exchange of such Common Stock Equivalents.


      
        
          
          

        

        
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      Section
        15.6 Other
        Provisions Applicable to Adjustments under this Section.
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section 4:

       

      (i) Computation
        of Consideration.
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving corporation
        (other
        than any consolidation or merger in which the previously outstanding shares
        of
        Common Stock of the Issuer shall be changed to or exchanged for the stock
        or
        other securities of another corporation), the amount of consideration therefore
        shall be, deemed to be the fair value, as determined reasonably and in good
        faith by the Board, and acceptable to the Holder, of such portion of the
        assets
        and business of the nonsurviving corporation as the Board may determine to
        be
        attributable to such shares of Common Stock or Common Stock Equivalents,
        as the
        case may be. The consideration for any Additional Shares of Common Stock
        issuable pursuant to any warrants or other rights to subscribe for or purchase
        the same shall be the consideration received by the Issuer for issuing such
        warrants or other rights plus the additional consideration payable to the
        Issuer
        upon exercise of such warrants or other rights. The consideration for any
        Additional Shares of Common Stock issuable pursuant to the terms of any Common
        Stock Equivalents shall be the consideration received by the Issuer for issuing
        warrants or other rights to subscribe for or purchase such Common Stock
        Equivalents, plus the consideration paid or payable to the Issuer in respect
        of
        the subscription for or purchase of such Common Stock Equivalents, plus the
        additional consideration, if any, payable to the Issuer upon the exercise
        of the
        right of conversion or exchange in such Common Stock Equivalents. In the
        event
        of any consolidation or merger of the Issuer in which the Issuer is not the
        surviving corporation or in which the previously outstanding shares of Common
        Stock of the Issuer shall be changed into or exchanged for the stock or other
        securities of another corporation, or in the event of any sale of all or
        substantially all of the assets of the Issuer for stock or other securities
        of
        any corporation, the Issuer shall be deemed to have issued a number of shares
        of
        its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. In the event any consideration received
        by
        the Issuer for any securities consists of property other than cash, the fair
        market value thereof at the time of issuance or as otherwise applicable shall
        be
        as determined in good faith by the Board. In the event Common Stock is issued
        with other shares or securities or other assets of the Issuer for consideration
        which covers both, the consideration computed as provided in this Section
        4(g)(i) shall be allocated among such securities and assets as determined
        in
        good faith by the Board.


      
        
          
          

        

        
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      (b) When
        Adjustments to Be Made.
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Common Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Common Stock, as provided
        for in Section 4(b)) up to, but not beyond the date of exercise if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Common Stock for
        which
        this Warrant is exercisable immediately prior to the making of such adjustment.
        Any adjustment representing a change of less than such minimum amount (except
        as
        aforesaid) which is postponed shall be carried forward and made as soon as
        such
        adjustment, together with other adjustments required by this Section 4 and
        not
        previously made, would result in a minimum adjustment or on the date of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.

       

      (c) Fractional
        Interests.
        In
        computing adjustments under this Section 4, fractional interests in Common
        Stock
        shall be taken into account to the nearest one one-hundredth (1/100th) of
        a
        share.

       

      (d) When
        Adjustment Not Required.
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.

       

      Section
        15.7 Form
        of Warrant after Adjustments.
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.


      
        
          
          

        

        
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      Section
        15.8 Escrow
        of Warrant Stock.
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Common Stock, but prior to the
        occurrence of the event for which such record is taken, and the Holder exercises
        this Warrant, any shares of Common Stock issuable upon exercise by reason
        of
        such adjustment shall be deemed the last shares of Common Stock for which
        this
        Warrant is exercised (notwithstanding any other provision to the contrary
        herein) and such shares or other property shall be held in escrow for the
        Holder
        by the Issuer to be issued to the Holder upon and to the extent that the
        event
        actually takes place, upon payment of the current Warrant Price. Notwithstanding
        any other provision to the contrary herein, if the event for which such record
        was taken fails to occur or is rescinded, then such escrowed shares shall
        be
        cancelled by the Issuer and escrowed property returned.

       

      ARTICLE
        XVINotice
        of Adjustments.
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
        the Issuer shall cause its Chief Financial Officer to prepare and execute
        a
        certificate setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to a national or regional accounting firm reasonably
        acceptable to the Issuer and the Holder (the “Independent
        Appraiser”),
        provided
        that the Issuer shall have ten (10) days after receipt of notice from such
        Holder of its selection of such firm to object thereto, in which case such
        Holder shall select another such firm and the Issuer shall have no such right
        of
        objection. The Independent Appraiser selected by the Holder of this Warrant
        as
        provided in the preceding sentence shall be instructed to deliver a written
        opinion as to such matters to the Issuer and such Holder within thirty (30)
        days
        after submission to it of such dispute. Such opinion shall be final and binding
        on the parties hereto. The reasonable expenses of the Independent Appraiser
        in
        making such determination shall be paid by the Issuer, in the event the Holder's
        calculation was correct, or by the Holder, in the event the Issuer’s calculation
        was correct, or equally by the Issuer and the Holder in the event that neither
        the Issuer's or the Holder's calculation was correct.

       

      ARTICLE
        XVIIFractional
        Shares.
        No fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        round
        the number of shares to be issued upon exercise up to the nearest whole number
        of shares.

       

      ARTICLE
        XVIIIOwnership
        Cap and Exercise Restriction.
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Common Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Common Stock beneficially owned by such
        Holder at such time, the number of shares of Common Stock which would result
        in
        such Holder beneficially owning (as determined in accordance with Section
        13(d)
        of the Exchange Act and the rules thereunder) in excess of 4.99% of the then
        issued and outstanding shares of Common Stock; provided,
        however,
        that upon a holder of this Warrant providing the Issuer with sixty-one (61)
        days
        notice (pursuant to Section 13 hereof) (the “Waiver
        Notice”)
        that such Holder would like to waive this Section 7 with regard to any or
        all
        shares of Common Stock issuable upon exercise of this Warrant, this Section
        7
        will be of no force or effect with regard to all or a portion of the Warrant
        referenced in the Waiver Notice; provided,
        further,
        that this provision shall be of no further force or effect during the sixty-one
        (61) days immediately preceding the expiration of the term of this
        Warrant.


      
        
          
          

        

        
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      ARTICLE
        XIXRegistration
        Rights.
        The Holder of this Warrant is entitled to the benefit of certain registration
        rights with respect to the shares of Warrant Stock issuable upon the exercise
        of
        this Warrant pursuant to that certain Registration Rights Agreement, of even
        date herewith, by and among the Company and Persons listed on Schedule I
        thereto
        (the “Registration
        Rights Agreement”)
        and the registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant by any subsequent Holder may only be assigned
        in accordance with the terms and provisions of the Registrations Rights
        Agreement.

       

      ARTICLE
        XXDefinitions.
        For the purposes of this Warrant, the following terms have the following
        meanings:

       

      “Additional
        Shares of Common Stock”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued pursuant to a bona fide firm
        underwritten public offering of the Company’s securities, provided such
        underwritten public offering has been approved in advance by the holders
        of more
        than fifty percent (50%) of the then outstanding shares of Series A (the
        “Majority
        Holders”),
        (ii)
        securities issued (other than for cash) in connection with a strategic merger,
        acquisition, or consolidation, provided that the issuance of such securities
        in
        connection with such strategic merger, acquisition, or consolidation has
        been
        approved in advance by the Majority Holders, (iii) securities issued pursuant
        to
        the conversion or exercise of convertible or exercisable securities issued
        or
        outstanding on or prior to the date of the Purchase Agreement or issued pursuant
        to the Purchase Agreement (so long as the conversion or exercise price in
        such
        securities are not amended to lower such price and/or adversely affect the
        Holders), (iv) the Warrant Stock, (v) securities issued in connection with
        bona
        fide strategic license agreements or other partnering arrangements so long
        as
        such issuances are not for the purpose of raising capital and provided that
        the
        issuance of such securities in connection with such bona fide strategic license
        agreements or other partnering arrangements has been approved in advance
        by the
        Majority Holders, (vi) Common Stock issued or the issuance or grants of options
        to purchase Common Stock pursuant to the Issuer’s equity incentive plans
        outstanding as they exist on the date of the Purchase Agreement, (vii) the
        issuance or grants of options to purchase Common Stock to employees, officers
        or
        directors of the Issuer pursuant to any equity incentive plan duly adopted
        by
        the Board or a committee thereof established for such purpose so long as
        such
        issuances in the aggregate do not exceed ten percent (10)% of the issued
        and
        outstanding shares of Common Stock as of the Original Issue Date and the
        specified price at which the options may be exercised is equal to or greater
        than the Per Share Market Value as of the date of such grant, and (viii)
        any
        warrants, shares of Common Stock or other securities issued to a placement
        agent
        and its designees for the transactions contemplated by the Purchase Agreement
        or
        in any other sales of the Issuer’s securities and any securities issued in
        connection with any financial advisory agreements of the Issuer and the shares
        of Common Stock issued upon exercise of any such warrants or conversions
        of any
        such other securities.


      
        
          
          

        

        
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      “Articles
        of Incorporation”
means
        the Articles of Incorporation of the Issuer as in effect on the Original
        Issue
        Date, and as hereafter from time to time amended, modified, supplemented
        or
        restated in accordance with the terms hereof and thereof and pursuant to
        applicable law.

       

      “Board”
shall
        mean the Board of Directors of the Issuer.

       

      “Capital
        Stock”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

       

      “Common
        Stock”
means
        the Common Stock, $0.001 par value per share, of the Issuer and any other
        Capital Stock into which such stock may hereafter be changed.

       

      “Common
        Stock Equivalent”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.

       

      “Convertible
        Securities”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term “Convertible Security” means one of the Convertible
        Securities.

       

      “Governmental
        Authority”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.

       

      “Holders”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.

       

      “Independent
        Appraiser”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.


      
        
          
          

        

        
          88

          
            

          

        

        
          
          

        

      


       

      “Issuer”
means
        Victory Divide Mining Company, a Nevada corporation, and its
        successors.

       

      “Majority
        Holders”
means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding.

       

      “Original
        Issue Date”
means
        October 3, 2007.

       

      “OTC
        Bulletin Board”
means
        the over-the-counter electronic bulletin board.

       

      “Other
        Common”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.

       

      “Outstanding
        Common Stock”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.

       

      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.

       

      “Per
        Share Market Value”
means
        on any particular date (a) the last closing price per share of the Common
        Stock
        on such date on the OTC Bulletin Board or another registered national stock
        exchange on which the Common Stock is then listed, or if there is no closing
        price on such date, then the closing bid price on such date, or if there
        is no
        closing bid price on such date, then the closing price on such exchange or
        quotation system on the date nearest preceding such date, or (b) if the Common
        Stock is not listed then on the OTC Bulletin Board or any registered national
        stock exchange, the last closing price for a share of Common Stock in the
        over-the-counter market, as reported by the OTC Bulletin Board or in the
        National Quotation Bureau Incorporated or similar organization or agency
        succeeding to its functions of reporting prices) at the close of business
        on
        such date, or if there is no closing price on such date, then the closing
        bid
        price on such date, or (c) if the Common Stock is not then reported by the
        OTC
        Bulletin Board or the National Quotation Bureau Incorporated (or similar
        organization or agency succeeding to its functions of reporting prices),
        then
        the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
        such date of determination, or (d) if the Common Stock is not then publicly
        traded the fair market value of a share of Common Stock as determined by
        an
        Independent Appraiser selected in good faith by the Majority Holders;
provided,
        however,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided,
        further,
        that
        all determinations of the Per Share Market Value shall be appropriately adjusted
        for any stock dividends, stock splits or other similar transactions during
        such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.


      
        
          
          

        

        
          89

          
            

          

        

        
          
          

        

      


       

      “Purchase
        Agreement”
means
        the Series A Convertible Preferred Stock Purchase Agreement dated as of October
        3, 2007, among the Issuer and the Purchasers.

       

      “Purchasers”
means
        the purchasers of the Series A Convertible Preferred Stock and the Warrants
        issued by the Issuer pursuant to the Purchase Agreement.

       

      “Securities”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.

       

      “Subsidiary”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

       

      “Term”
has
        the
        meaning specified in Section 1 hereof.

       

      “Trading
        Day”
means
        (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
        or (b)
        if the Common Stock is not traded on the OTC Bulletin Board, a day on which
        the
        Common Stock is quoted in the over-the-counter market as reported by the
        National Quotation Bureau Incorporated (or any similar organization or agency
        succeeding its functions of reporting prices); provided,
        however,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
        any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.

       

      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: the Nasdaq Capital Market, the Nasdaq
        Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
        or
        the OTC Bulletin Board.

       

      “Voting
        Stock”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.


      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      


       

      “VWAP”
means,
        for any date, the price determined by the first of the following clauses
        that
        applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
        the daily volume weighted average price of the Common Stock for such date
        (or
        the nearest preceding date) on the Trading Market on which the Common Stock
        is
        then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
        from
        9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the
        OTC
        Bulletin Board is not a Trading Market, the volume weighted average price
        of the
        Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
        Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
        Board and if prices for the Common Stock are then reported in the "Pink Sheets"
        published by Pink Sheets, LLC (or a similar organization or agency succeeding
        to
        its functions of reporting prices), the most recent bid price per share of
        the
        Common Stock so reported; or (d) in all other cases, the fair market value
        of a
        share of Common Stock as determined by an independent appraiser selected
        in good
        faith by the Holders of a majority in interest of the Warrants then outstanding
        and reasonably acceptable to the Company, the fees and expenses of which
        shall
        be paid by the Company.

       

      “Warrants”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of Section
        2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

       

      “Warrant
        Price”
        initially means $2.75, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

       

      “Warrant
        Share Number”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.

       

      “Warrant
        Stock”
means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.

       

      ARTICLE
        XXIOther
        Notices.
        In case at any time:

       

      Section
        21.1 the
        Issuer shall make any distributions to the holders of Common Stock;
        or

       

      Section
        21.2 the
        Issuer shall authorize the granting to all holders of its Common Stock of
        rights
        to subscribe for or purchase any shares of Capital Stock of any class or
        other
        rights; or

       

      Section
        21.3 there
        shall be any reclassification of the Capital Stock of the Issuer;
        or

       

      Section
        21.4 there
        shall be any capital reorganization by the Issuer; or


      
        
          
          

        

        
          91

          
            

          

        

        
          
          

        

      


       

      Section
        21.5 there
        shall be any (i) consolidation or merger involving the Issuer or (ii) sale,
        transfer or other disposition of all or substantially all of the Issuer’s
        property, assets or business (except a merger or other reorganization in
        which
        the Issuer shall be the surviving corporation and its shares of Capital Stock
        shall continue to be outstanding and unchanged and except a consolidation,
        merger, sale, transfer or other disposition involving a wholly-owned
        Subsidiary); or

       

      Section
        21.6 there
        shall be a voluntary or involuntary dissolution, liquidation or winding-up
        of
        the Issuer or any partial liquidation of the Issuer or distribution to holders
        of Common Stock;

       

      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer’s transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.

       

      ARTICLE
        XXIIAmendment
        and Waiver.
        Any term, covenant, agreement or condition in this Warrant may be amended,
        or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders;
provided,
        however,
        that no such amendment or waiver shall reduce the Warrant Share Number, increase
        the Warrant Price, shorten the period during which this Warrant may be exercised
        or modify any provision of this Section 11 without the consent of the Holder
        of
        this Warrant. No consideration shall be offered or paid to any person to
        amend
        or consent to a waiver or modification of any provision of this Warrant unless
        the same consideration is also offered to all holders of the
        Warrants.

       

      ARTICLE
        XXIIIGoverning
        Law; Jurisdiction.
        This Warrant shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise forum non conveniens
        or any other argument that New York is not the proper venue. The Issuer and
        the
        Holder irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Issuer and the Holder consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        to
        such party at the address in effect for notices to it under this Warrant
        and
        agree that such service shall constitute good and sufficient service of process
        and notice thereof. Nothing in this Section 12 shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Issuer and the
        Holder
        hereby agree that the prevailing party in any suit, action or proceeding
        arising
        out of or relating to this Warrant or the Purchase Agreement, shall be entitled
        to reimbursement for reasonable legal fees from the non-prevailing party.
        The
        parties hereby waive all rights to a trial by jury.


      
        
          
          

        

        
          92

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        XXIVNotices.
        All notices, demands, consents, requests, instructions and other communications
        to be given or delivered or permitted under or by reason of the provisions
        of
        this Agreement or in connection with the transactions contemplated hereby
        shall
        be in writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 13), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.

       

      


      
        	
                If
                  to the Issuer: 

                 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900  

                Tel:
                  86-469-467-8077

                Fax:
                  86-469-469-3000 

                Email:kingbode1@163.com

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

              
	 	 


      


      
        
          
          

        

        
          93

          
            

          

        

        
          
          

        

      


      


      
        	
                If
                  to any Holder:

              	
                At
                  the address of such Holder set forth on Exhibit A to this Agreement,
                  with
                  copies to Holder’s counsel as set forth on Exhibit A or as specified in
                  writing by such Holder with copies to:

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

       

      ARTICLE
        XXVWarrant
        Agent.
        The Issuer may, by written notice to the Holder of this Warrant, appoint
        an
        agent having an office in New York, New York for the purpose of issuing shares
        of Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.

       

      ARTICLE
        XXVIRemedies.
        The Issuer stipulates that the remedies at law of the Holder of this Warrant
        in
        the event of any default or threatened default by the Issuer in the performance
        of or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

       

      ARTICLE
        XXVIISuccessors
        and Assigns.
        This Warrant and the rights evidenced hereby shall inure to the benefit of
        and
        be binding upon the successors and assigns of the Issuer, the Holder hereof
        and
        (to the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto, and shall be enforceable by any such Holder or Holder of Warrant
        Stock.

       

      ARTICLE
        XXVIIIModification
        and Severability.
        If, in any action before any court or agency legally empowered to enforce
        any
        provision contained herein, any provision hereof is found to be unenforceable,
        then such provision shall be deemed modified to the extent necessary to make
        it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.


      
        
          
          

        

        
          94

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        XXIXHeadings.
        The headings of the Sections of this Warrant are for convenience of reference
        only and shall not, for any purpose, be deemed a part of this
        Warrant.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          95

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the Issuer has executed this Series A Warrant as of the
        day and
        year first above written.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
        __/s/_Shulin
        Liu________

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer 

       

      


       

      



      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      


       

      EXERCISE
        FORM

       

      SERIES
        A
        WARRANT

       

      VICTORY
        DIVIDE MINING COMPANY

       

      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of
        ________________________________ covered by the within Warrant.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________

       

      The
        undersigned is an “accredited investor” as defined in Regulation D under the
        Securities Act of 1933, as amended.

       

      The
        undersigned intends that payment of the Warrant Price shall be made as (check
        one):

       

      Cash
        Exercise_______

       

      Cashless
        Exercise_______

       

      If
        the
        Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
        by
        certified or official bank check (or via wire transfer) to the Issuer in
        accordance with the terms of the Warrant.

       

      If
        the
        Holder has elected a Cashless Exercise, a certificate shall be issued to
        the
        Holder for the number of shares equal to the whole number portion of the
        product
        of the calculation set forth below, which is ___________. The Company shall
        pay
        a cash adjustment in respect of the fractional portion of the product of
        the
        calculation set forth below in an amount equal to the product of the fractional
        portion of such product and the Per Share Market Value on the date of exercise,
        which product is ____________.

       

      X
        = Y -
(A)(Y)

      B

       

      Where:

       

      The
        number of shares of Common Stock to be issued to the Holder
        __________________(“X”).


      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      


       

      The
        number of shares of Common Stock purchasable upon exercise of all of the
        Warrant
        or, if only a portion of the Warrant is being exercised, the portion of the
        Warrant being exercised ___________________________ (“Y”).

       

      The
        Warrant Price ______________ (“A”).

       

      The
        Per
        Share Market Value of one share of Common Stock _______________________
        (“B”).

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.

      
        

          
            	
                    Dated:

                  	
                           

                  	
                          

                  	
                    Signature

                  	
                          

                  
	 	 	 	 	 
	 	 	 	
                    Address

                  	
                          

                  
	 	 	 	 	
                          

                  
	 	 	 	 	 


          

        

      

      PARTIAL
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

      
        

          
            	
                    Dated:

                  	
                           

                  	
                          

                  	
                    Signature

                  	
                          

                  
	 	 	 	 	 
	 	 	 	
                    Address

                  	
                          

                  
	 	 	 	 	
                          

                  
	 	 	 	 	 


          

        

      

      FOR
        USE
        BY THE ISSUER ONLY:

       

      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.

       

      



      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        C-2 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT 

      _____________________________________________

       

      FORM
        OF SERIES B WARRANT


       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

       

      SERIES
        B
        WARRANT TO PURCHASE

       

      SHARES
        OF
        COMMON STOCK

       

      OF

       

      VICTORY
        DIVIDE MINING COMPANY 

       

      Expires
        on October 2, 2012

      

        
          	
                  No.:
                    W-B-07- 

                	
                  Number
                    of Shares: Up to _________

                
	
                  Date
                    of Issuance: October 3, 2007

                	 
	 	 


        

      

      FOR
        VALUE
        RECEIVED, the undersigned, Victory Divide Mining Company, a Nevada corporation
        (together with its successors and assigns, the “Issuer”),
        hereby certifies that ______________
        or
        its
        registered assigns (the “Holder”)
        is
        entitled to subscribe for and purchase, during the Term (as hereinafter
        defined), up to __________
        shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price per share equal to the Warrant Price then in effect, subject, however,
        to
        the provisions and upon the terms and conditions hereinafter set forth.


       

      ARTICLE
        XXXTerm.
        The term of this Warrant shall commence on October 3, 2007 and shall expire
        at
        6:00 p.m., Eastern Time, on October 2, 2012 (such period being the
“Term”
        and such date, the “Termination
        Date”).

       

      ARTICLE
        XXXIMethod
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange.


      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      


       

      Section
        31.1 Time
        of Exercise.
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term for such number of shares of Common Stock set forth above,
        which
        number is equal to one hundred percent (100%) of the number of shares of
        Common
        Stock into which the Series A Convertible Preferred Stock issued by the Issuer
        to the Holder on the Original Issue Date pursuant to the Purchase Agreement
        may
        be converted.

       

      Section
        31.2 Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefor equal to the Warrant Price in effect on the date of
        such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder’s election
        (i) by certified or official bank check or by wire transfer to an account
        designated by the Issuer, (ii) by “cashless exercise” in accordance with Section
        2(c), but only when a registration statement under the Securities Act providing
        for the resale of the Warrant Stock is not then in effect, or (iii) by a
        combination of the foregoing methods of payment selected by the Holder of
        this
        Warrant.

       

      Section
        31.3 Cashless
        Exercise.
        Notwithstanding any provision herein to the contrary, and (i) the volume
        weighted average price of one share of Common Stock on the OTC Bulletin Board
        or
        such other securities exchange on which the Common Stock is then traded or
        included for quotation, for any ten (10) consecutive Trading Days is greater
        than the Warrant Price (at or prior to the date of calculation as set forth
        below) and (ii) commencing eighteen (18) months following the Original Issue
        Date if a registration statement under the Securities Act providing for the
        resale of the Warrant Stock (A) has not been declared effective by the
        Securities and Exchange Commission by the date such registration statement
        is
        required to be effective pursuant to the Registration Rights Agreement (as
        defined in Section 8), or (B) is not effective at the time of exercise of
        this
        Warrant, unless the registration statement is not effective as a result of
        the
        Issuer exercising its rights under Section 3(n) of the Registration Rights
        Agreement, in lieu of exercising this Warrant by payment of cash, the Holder
        may
        exercise this Warrant by a cashless exercise and shall receive the number
        of
        shares of Common Stock equal to an amount (as determined below) by surrender
        of
        this Warrant at the principal office of the Issuer together with the properly
        endorsed Notice of Exercise in which event the Issuer shall issue to the
        Holder
        a number of shares of Common Stock computed using the following
        formula:

      
        	 	 
	 	
                X
                  =
                  Y - (A)(Y)

              
	 	
                B

              
	 	 	 
	
                Where
                  

              	
                X
                  =
                  

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder.

              
	 	 	 
	 	
                Y
                  =
                  

              	
                the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being exercised.

              
	 	 	 
	 	
                A
                  =
                  

              	
                the
                  Warrant Price.

              
	 	 	 
	 	
                B
                  =
                  

              	
                the
                  Per Share Market Value of one share of Common
                  Stock.

              


      

       

      



      
        
          
          

        

        
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      Section
        31.4 Issuance
        of Stock Certificates.
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of such exercise and delivered to the Holder
        hereof within a reasonable time, not exceeding three (3) Trading Days after
        such
        exercise (the “Delivery
        Date”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect
        or that the shares of Warrant Stock are otherwise exempt from registration),
        issued and delivered to the Depository Trust Company (“DTC”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“DWAC”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise.
        Notwithstanding the foregoing to the contrary, the Issuer or its transfer
        agent
        shall only be obligated to issue and deliver the shares to the DTC on a holder’s
        behalf via DWAC if such exercise is in connection with a sale or other exemption
        from registration by which the shares may be issued without a restrictive
        legend
        and the Issuer and its transfer agent are participating in DTC through the
        DWAC
        system. The Holder shall deliver this original Warrant, or an indemnification
        undertaking with respect to such Warrant in the case of its loss, theft or
        destruction, at such time that this Warrant is fully exercised. With respect
        to
        partial exercises of this Warrant, the Issuer shall keep written records
        for the
        Holder of the number of shares of Warrant Stock exercised as of each date
        of
        exercise.

       

      Section
        31.5 Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the Delivery
        Date, and if after such date the Holder is required by its broker to purchase
        (in an open market transaction or otherwise) shares of Common Stock to deliver
        in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
        anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of shares of Warrant Stock that the Issuer was
        required to deliver to the Holder in connection with the exercise at issue
        times
        (B) the price at which the sell order giving rise to such purchase obligation
        was executed, and (2) at the option of the Holder, either reinstate the portion
        of the Warrant and equivalent number of shares of Warrant Stock for which
        such
        exercise was not honored or deliver to the Holder the number of shares of
        Common
        Stock that would have been issued had the Issuer timely complied with its
        exercise and delivery obligations hereunder. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a
        Buy-In with respect to an attempted exercise of shares of Common Stock with
        an
        aggregate sale price giving rise to such purchase obligation of $10,000,
        under
        clause (1) of the immediately preceding sentence the Issuer shall be required
        to
        pay the Holder $1,000. The Holder shall provide the Issuer written notice
        indicating the amounts payable to the Holder in respect of the Buy-In, together
        with applicable confirmations and other evidence reasonably requested by
        the
        Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies
        available to it hereunder, at law or in equity including, without limitation,
        a
        decree of specific performance and/or injunctive relief with respect to the
        Issuer’s failure to timely deliver certificates representing shares of Common
        Stock upon exercise of this Warrant as required pursuant to the terms
        hereof.


      
        
          
          

        

        
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      Section
        31.6 Transferability
        of Warrant.
        Subject
        to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole
        or
        in part, without the consent of the Issuer. If transferred pursuant to this
        paragraph, this Warrant may be transferred on the books of the Issuer by
        the
        Holder hereof in person or by duly authorized attorney, upon surrender of
        this
        Warrant at the principal office of the Issuer, properly endorsed (by the
        Holder
        executing an assignment in the form attached hereto) and upon payment of
        any
        necessary transfer tax or other governmental charge imposed upon such transfer.
        This Warrant is exchangeable at the principal office of the Issuer for Warrants
        to purchase the same aggregate number of shares of Warrant Stock, each new
        Warrant to represent the right to purchase such number of shares of Warrant
        Stock as the Holder hereof shall designate at the time of such exchange.
        All
        Warrants issued on transfers or exchanges shall be dated the Original Issue
        Date
        and shall be identical with this Warrant except as to the number of shares
        of
        Warrant Stock issuable pursuant thereto.

       

      Section
        31.7 Continuing
        Rights of Holder.
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided that if any such Holder shall fail to
        make
        any such request, the failure shall not affect the continuing obligation
        of the
        Issuer to afford such rights to such Holder.

       

      Section
        31.8 Compliance
        with Securities Laws.

       

      (i) The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder’s own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.

       

      (ii) Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.


      
        
          
          

        

        
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      (iii) The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer. Such proposed
        transfer will not be effected until: (a) either (i) the Issuer has received
        an
        opinion of counsel reasonably satisfactory to the Issuer, to the effect that
        the
        registration of such securities under the Securities Act is not required
        in
        connection with such proposed transfer, (ii) a registration statement under
        the
        Securities Act covering such proposed disposition has been filed by the Issuer
        with the Securities and Exchange Commission and has become effective under
        the
        Securities Act, (iii) the Issuer has received other evidence reasonably
        satisfactory to the Issuer that such registration and qualification under
        the
        Securities Act and state securities laws are not required, or (iv) the Holder
        provides the Issuer with reasonable assurances that such security can be
        sold
        pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
        or (ii) compliance with applicable state securities or “blue sky” laws has been
        effected or a valid exemption exists with respect thereto. The Issuer will
        respond to any such notice from a holder within three (3) Trading Days. In
        the
        case of any proposed transfer under this Section 2(h), the Issuer will use
        reasonable efforts to comply with any such applicable state securities or
“blue
        sky” laws, but shall in no event be required, (x) to qualify to do business in
        any state where it is not then qualified, (y) to take any action that would
        subject it to tax or to the general service of process in any state where
        it is
        not then subject, or (z) to comply with state securities or “blue sky” laws of
        any state for which registration by coordination is unavailable to the Issuer.
        The restrictions on transfer contained in this Section 2(h) shall be in addition
        to, and not by way of limitation of, any other restrictions on transfer
        contained in any other section of this Warrant. Whenever a certificate
        representing the Warrant Stock is required to be issued to the Holder without
        a
        legend, in lieu of delivering physical certificates representing the Warrant
        Stock, the Issuer shall cause its transfer agent to electronically transmit
        the
        Warrant Stock to the Holder by crediting the account of the Holder or Holder’s
        Prime Broker with DTC through its DWAC system (to the extent not inconsistent
        with any provisions of this Warrant or the Purchase Agreement).

       

      Section
        31.9 Accredited
        Investor Status.
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities
        Act.

       

      ARTICLE
        XXXIIStock
        Fully Paid; Reservation and Listing of Shares;
        Covenants.

       

      Section
        32.1 Stock
        Fully Paid.
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and non-assessable and free from
        all
        taxes, liens and charges created by or through the Issuer. The Issuer further
        covenants and agrees that during the period within which this Warrant may
        be
        exercised, the Issuer will at all times have authorized and reserved for
        the
        purpose of the issuance upon exercise of this Warrant a number of authorized
        but
        unissued shares of Common Stock equal to at least one hundred percent (100%)
        of
        the number of shares of Common Stock issuable upon exercise of this Warrant
        without regard to any limitations on exercise.


      
        
          
          

        

        
          103

          
            

          

        

        
          
          

        

      


       

      Section
        32.2 Reservation.
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, and maintain and increase when necessary such listing, of, all shares
        of Warrant Stock from time to time issued upon exercise of this Warrant or
        as
        otherwise provided hereunder (provided that such Warrant Stock has been
        registered pursuant to a registration statement under the Securities Act
        then in
        effect), and, to the extent permissible under the applicable securities exchange
        rules, all unissued shares of Warrant Stock which are at any time issuable
        hereunder, so long as any shares of Common Stock shall be so listed. The
        Issuer
        will also so list on each securities exchange or market, and will maintain
        such
        listing of, any other securities which the Holder of this Warrant shall be
        entitled to receive upon the exercise of this Warrant if at the time any
        securities of the same class shall be listed on such securities exchange
        or
        market by the Issuer.

       

      Section
        32.3 Covenants.
        The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the Articles
        of Incorporation or by-laws of the Issuer in any manner that would adversely
        affect the rights of the Holders of the Warrants, (iii) take all such action
        as
        may be reasonably necessary in order that the Issuer may validly and legally
        issue fully paid and nonassessable shares of Common Stock, free and clear
        of any
        liens, claims, encumbrances and restrictions (other than as provided herein)
        upon the exercise of this Warrant, and (iv) use its best efforts to obtain
        all
        such authorizations, exemptions or consents from any public regulatory body
        having jurisdiction thereof as may be reasonably necessary to enable the
        Issuer
        to perform its obligations under this Warrant.

       

      Section
        32.4 Loss,
        Theft, Destruction of Warrants.
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.


      
        
          
          

        

        
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      Section
        32.5 Payment
        of Taxes.
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided,
        however,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.

       

      ARTICLE
        XXXIIIAdjustment
        of Warrant Price.
        The price at which such shares of Warrant Stock may be purchased upon exercise
        of this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.

       

      Section
        33.1 Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale.

       

      (i) In
        case
        the Issuer after the Original Issue Date shall do any of the following (each,
        a
“Triggering
        Event”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made to the Warrant Price and the number of shares of
        Warrant
        Stock that may be purchased upon exercise of this Warrant so that, upon the
        basis and the terms and in the manner provided in this Warrant, the Holder
        of
        this Warrant shall be entitled upon the exercise hereof at any time after
        the
        consummation of such Triggering Event, to the extent this Warrant is not
        exercised prior to such Triggering Event, to receive at the Warrant Price
        in
        effect at the time immediately prior to the consummation of such Triggering
        Event, in lieu of the Common Stock issuable upon such exercise of this Warrant
        prior to such Triggering Event, the Securities, cash and property to which
        such
        Holder would have been entitled upon the consummation of such Triggering
        Event
        if such Holder had exercised the rights represented by this Warrant immediately
        prior thereto (including the right of a shareholder to elect the type of
        consideration it will receive upon a Triggering Event), subject to adjustments
        (subsequent to such corporate action) as nearly equivalent as possible to
        the
        adjustments provided for elsewhere in this Section 4; provided,
        however,
        the
        Holder at its option may elect to receive an amount in unregistered shares
        of
        the common stock of the surviving entity equal to the value of this Warrant
        calculated in accordance with the Black-Scholes formula; provided,
        further,
        such
        shares of Common Stock shall be valued at a twenty percent (20%) discount
        to the
        VWAP of the Common Stock for the twenty (20) Trading Days immediately prior
        to
        the Triggering Event. Immediately upon the occurrence of a Triggering Event,
        the
        Issuer shall notify the Holder in writing of such Triggering Event and provide
        the calculations in determining the number of shares of Warrant Stock issuable
        upon exercise of the new warrant and the adjusted Warrant Price. Upon the
        Holder’s request, the continuing or surviving corporation as a result of such
        Triggering Event shall issue to the Holder a new warrant of like tenor
        evidencing the right to purchase the adjusted number of shares of Warrant
        Stock
        and the adjusted Warrant Price pursuant to the terms and provisions of this
        Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section
        4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering
        Event is a company that has a class of equity securities registered pursuant
        to
        the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”),
        and
        its common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is registered pursuant to the Exchange Act or its common stock is not
        listed or quoted on a national securities exchange, national automated quotation
        system or the OTC Bulletin Board, then the Holder shall have the right to
        demand
        that the Issuer pay to the Holder an amount in cash equal to the value of
        this
        Warrant calculated in accordance with the Black-Scholes
        formula.


      
        
          
          

        

        
          105

          
            

          

        

        
          
          

        

      


       

      (ii) In
        the
        event that the Holder has elected not to exercise this Warrant prior to the
        consummation of a Triggering Event and has also elected not to receive an
        amount
        in cash equal to the value of this Warrant calculated in accordance with
        the
        Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above,
        so
        long as the surviving entity pursuant to any Triggering Event is a company
        that
        has a class of equity securities registered pursuant to the Exchange Act
        and its
        common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board, the surviving entity
        and/or each Person (other than the Issuer) which may be required to deliver
        any
        Securities, cash or property upon the exercise of this Warrant as provided
        herein shall assume, by written instrument delivered to, and reasonably
        satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
        under this Warrant (and if the Issuer shall survive the consummation of such
        Triggering Event, such assumption shall be in addition to, and shall not
        release
        the Issuer from, any continuing obligations of the Issuer under this Warrant)
        and (B) the obligation to deliver to such Holder such Securities, cash or
        property as, in accordance with the foregoing provisions of this subsection
        (a),
        such Holder shall be entitled to receive, and the surviving entity and/or
        each
        such Person shall have similarly delivered to such Holder an opinion of counsel
        for the surviving entity and/or each such Person, which counsel shall be
        reasonably satisfactory to such Holder, or in the alternative, a written
        acknowledgement executed by the President or Chief Financial Officer of the
        Issuer, stating that this Warrant shall thereafter continue in full force
        and
        effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which the surviving entity and/or each such Person may be required
        to deliver upon any exercise of this Warrant or the exercise of any rights
        pursuant hereto.

       

      Section
        33.2 Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time the Issuer shall:


      
        
          
          

        

        
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      (a) make
        or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive a dividend payable in, or other distribution
        of,
        shares of Common Stock,

       

      (b) subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

       

      (c) combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

       

      Section
        33.3 Certain
        Other Distributions.
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Common Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:

       

      (a) cash,

       

      (b) any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or

       

      (c) any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm mutually
        agreed upon by the Issuer and the Holder) of any and all such evidences of
        indebtedness, shares of stock, other securities or property or warrants or
        other
        subscription or purchase rights so distributable, and (2) the Warrant Price
        then
        in effect shall be adjusted to equal (A) the Warrant Price then in effect
        multiplied by the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately prior to the adjustment divided by (B) the number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        after
        such adjustment. A reclassification of the Common Stock (other than a change
        in
        par value, or from par value to no par value or from no par value to par
        value)
        into shares of Common Stock and shares of any other class of stock shall
        be
        deemed a distribution by the Issuer to the holders of its Common Stock of
        such
        shares of such other class of stock within the meaning of this Section 4(c)
        and,
        if the outstanding shares of Common Stock shall be changed into a larger
        or
        smaller number of shares of Common Stock as a part of such reclassification,
        such change shall be deemed a subdivision or combination, as the case may
        be, of
        the outstanding shares of Common Stock within the meaning of Section
        4(b).


      
        
          
          

        

        
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      Section
        33.4 Issuance
        of Additional Shares of Common Stock.
        

       

      (a) For
        the
        period commencing on the Original Issue Date and ending on the two (2) year
        anniversary of the Original Issue Date, in the event the Issuer shall issue
        any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price upon each such issuance shall be adjusted to the price equal to the
        consideration per share paid for such Additional Shares of Common
        Stock.

       

      (b) For
        the
        period commencing on the two (2) year anniversary of the Original Issue Date
        and
        ending on the Termination Date, in the event the Issuer shall issue any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price then in effect shall multiplied by a fraction (a) the numerator of
        which
        shall be equal to the sum of (x) the number of shares of outstanding Common
        Stock immediately prior to the issuance of such Additional Shares of Common
        Stock plus (y) the number of shares of Common Stock (rounded to the nearest
        whole share) which the aggregate consideration for the total number of such
        Additional Shares of Common Stock so issued would purchase at a price per
        share
        equal to the Warrant Price then in effect and (b) the denominator of which
        shall
        be equal to the number of shares of outstanding Common Stock immediately
        after
        the issuance of such Additional Shares of Common Stock. For purposes of this
        Section, all shares of Common Stock issuable upon exercise of options
        outstanding immediately prior to such issue or upon conversion of Convertible
        Securities (as defined below) (including Series A Convertible Preferred Stock
        of
        the Company, par value $.001 per share) outstanding immediately prior to
        such
        issue are deemed outstanding. No adjustment of the number of shares of Common
        Stock for which this Warrant shall be exercisable shall be made pursuant
        to this
        Section 4(d)(ii) upon the issuance of any Additional Shares of Common Stock
        which are issued pursuant to the exercise of any Common Stock Equivalents,
        if
        any such adjustment shall previously have been made upon the issuance of
        such
        Common Stock Equivalents (or upon the issuance of any warrant or other rights
        therefor) pursuant to Section 4(e).

       

      Section
        33.5 Issuance
        of Common Stock Equivalents.
        In the
        event the Issuer shall take a record of the holders of its Common Stock for
        the
        purpose of entitling them to receive a distribution of, or shall in any manner
        (whether directly or by assumption in a merger in which the Issuer is the
        surviving corporation) issue or sell, any Common Stock Equivalents, whether
        or
        not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Common Stock is issuable upon such conversion
        or exchange shall be less than the Warrant Price in effect immediately prior
        to
        the time of such issue or sale, or if, after any such issuance of Common
        Stock
        Equivalents, the price per share for which Additional Shares of Common Stock
        may
        be issuable thereafter is amended or adjusted, and such price as so amended
        shall be less than the Warrant Price in effect at the time of such amendment
        or
        adjustment, then the Warrant Price then in effect shall be adjusted as provided
        in Section 4(d)(i) or (ii), as applicable. No further adjustments of the
        number
        of shares of Common Stock for which this Warrant is exercisable and the Warrant
        Price then in effect shall be made upon the actual issue of such Common Stock
        upon conversion or exchange of such Common Stock Equivalents.


      
        
          
          

        

        
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      Section
        33.6 Other
        Provisions Applicable to Adjustments under this Section.
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section 4:

       

      (i) Computation
        of Consideration.
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving corporation
        (other
        than any consolidation or merger in which the previously outstanding shares
        of
        Common Stock of the Issuer shall be changed to or exchanged for the stock
        or
        other securities of another corporation), the amount of consideration therefore
        shall be, deemed to be the fair value, as determined reasonably and in good
        faith by the Board, and acceptable to the Holder, of such portion of the
        assets
        and business of the nonsurviving corporation as the Board may determine to
        be
        attributable to such shares of Common Stock or Common Stock Equivalents,
        as the
        case may be. The consideration for any Additional Shares of Common Stock
        issuable pursuant to any warrants or other rights to subscribe for or purchase
        the same shall be the consideration received by the Issuer for issuing such
        warrants or other rights plus the additional consideration payable to the
        Issuer
        upon exercise of such warrants or other rights. The consideration for any
        Additional Shares of Common Stock issuable pursuant to the terms of any Common
        Stock Equivalents shall be the consideration received by the Issuer for issuing
        warrants or other rights to subscribe for or purchase such Common Stock
        Equivalents, plus the consideration paid or payable to the Issuer in respect
        of
        the subscription for or purchase of such Common Stock Equivalents, plus the
        additional consideration, if any, payable to the Issuer upon the exercise
        of the
        right of conversion or exchange in such Common Stock Equivalents. In the
        event
        of any consolidation or merger of the Issuer in which the Issuer is not the
        surviving corporation or in which the previously outstanding shares of Common
        Stock of the Issuer shall be changed into or exchanged for the stock or other
        securities of another corporation, or in the event of any sale of all or
        substantially all of the assets of the Issuer for stock or other securities
        of
        any corporation, the Issuer shall be deemed to have issued a number of shares
        of
        its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. In the event any consideration received
        by
        the Issuer for any securities consists of property other than cash, the fair
        market value thereof at the time of issuance or as otherwise applicable shall
        be
        as determined in good faith by the Board. In the event Common Stock is issued
        with other shares or securities or other assets of the Issuer for consideration
        which covers both, the consideration computed as provided in this Section
        4(g)(i) shall be allocated among such securities and assets as determined
        in
        good faith by the Board.


      
        
          
          

        

        
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      (b) When
        Adjustments to Be Made.
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Common Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Common Stock, as provided
        for in Section 4(b)) up to, but not beyond the date of exercise if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Common Stock for
        which
        this Warrant is exercisable immediately prior to the making of such adjustment.
        Any adjustment representing a change of less than such minimum amount (except
        as
        aforesaid) which is postponed shall be carried forward and made as soon as
        such
        adjustment, together with other adjustments required by this Section 4 and
        not
        previously made, would result in a minimum adjustment or on the date of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.

       

      (c) Fractional
        Interests.
        In
        computing adjustments under this Section 4, fractional interests in Common
        Stock
        shall be taken into account to the nearest one one-hundredth (1/100th) of
        a
        share.

       

      (d) When
        Adjustment Not Required.
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.

       

      Section
        33.7 Form
        of Warrant after Adjustments.
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.


      
        
          
          

        

        
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      Section
        33.8 Escrow
        of Warrant Stock.
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Common Stock, but prior to the
        occurrence of the event for which such record is taken, and the Holder exercises
        this Warrant, any shares of Common Stock issuable upon exercise by reason
        of
        such adjustment shall be deemed the last shares of Common Stock for which
        this
        Warrant is exercised (notwithstanding any other provision to the contrary
        herein) and such shares or other property shall be held in escrow for the
        Holder
        by the Issuer to be issued to the Holder upon and to the extent that the
        event
        actually takes place, upon payment of the current Warrant Price. Notwithstanding
        any other provision to the contrary herein, if the event for which such record
        was taken fails to occur or is rescinded, then such escrowed shares shall
        be
        cancelled by the Issuer and escrowed property returned.

       

      ARTICLE
        XXXIVNotice
        of Adjustments.
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
        the Issuer shall cause its Chief Financial Officer to prepare and execute
        a
        certificate setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to a national or regional accounting firm reasonably
        acceptable to the Issuer and the Holder (the “Independent
        Appraiser”),
        provided
        that the Issuer shall have ten (10) days after receipt of notice from such
        Holder of its selection of such firm to object thereto, in which case such
        Holder shall select another such firm and the Issuer shall have no such right
        of
        objection. The Independent Appraiser selected by the Holder of this Warrant
        as
        provided in the preceding sentence shall be instructed to deliver a written
        opinion as to such matters to the Issuer and such Holder within thirty (30)
        days
        after submission to it of such dispute. Such opinion shall be final and binding
        on the parties hereto. The reasonable expenses of the Independent Appraiser
        in
        making such determination shall be paid by the Issuer, in the event the Holder's
        calculation was correct, or by the Holder, in the event the Issuer’s calculation
        was correct, or equally by the Issuer and the Holder in the event that neither
        the Issuer's or the Holder's calculation was correct.

       

      ARTICLE
        XXXVFractional
        Shares.
        No fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        round
        the number of shares to be issued upon exercise up to the nearest whole number
        of shares.

       

      ARTICLE
        XXXVIOwnership
        Cap and Exercise Restriction.
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Common Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Common Stock beneficially owned by such
        Holder at such time, the number of shares of Common Stock which would result
        in
        such Holder beneficially owning (as determined in accordance with Section
        13(d)
        of the Exchange Act and the rules thereunder) in excess of 4.99% of the then
        issued and outstanding shares of Common Stock; provided,
        however,
        that upon a holder of this Warrant providing the Issuer with sixty-one (61)
        days
        notice (pursuant to Section 13 hereof) (the “Waiver
        Notice”)
        that such Holder would like to waive this Section 7 with regard to any or
        all
        shares of Common Stock issuable upon exercise of this Warrant, this Section
        7
        will be of no force or effect with regard to all or a portion of the Warrant
        referenced in the Waiver Notice; provided,
        further,
        that this provision shall be of no further force or effect during the sixty-one
        (61) days immediately preceding the expiration of the term of this
        Warrant.


      
        
          
          

        

        
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      ARTICLE
        XXXVIIRegistration
        Rights.
        The Holder of this Warrant is entitled to the benefit of certain registration
        rights with respect to the shares of Warrant Stock issuable upon the exercise
        of
        this Warrant pursuant to that certain Registration Rights Agreement, of even
        date herewith, by and among the Company and Persons listed on Schedule I
        thereto
        (the “Registration
        Rights Agreement”)
        and the registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant by any subsequent Holder may only be assigned
        in accordance with the terms and provisions of the Registrations Rights
        Agreement.

       

      ARTICLE
        XXXVIIIDefinitions.
        For the purposes of this Warrant, the following terms have the following
        meanings:

       

      “Additional
        Shares of Common Stock”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued pursuant to a bona fide firm
        underwritten public offering of the Company’s securities, provided such
        underwritten public offering has been approved in advance by the holders
        of more
        than fifty percent (50%) of the then outstanding shares of Series A (the
        “Majority
        Holders”),
        (ii)
        securities issued (other than for cash) in connection with a strategic merger,
        acquisition, or consolidation, provided that the issuance of such securities
        in
        connection with such strategic merger, acquisition, or consolidation has
        been
        approved in advance by the Majority Holders, (iii) securities issued pursuant
        to
        the conversion or exercise of convertible or exercisable securities issued
        or
        outstanding on or prior to the date of the Purchase Agreement or issued pursuant
        to the Purchase Agreement (so long as the conversion or exercise price in
        such
        securities are not amended to lower such price and/or adversely affect the
        Holders), (iv) the Warrant Stock, (v) securities issued in connection with
        bona
        fide strategic license agreements or other partnering arrangements so long
        as
        such issuances are not for the purpose of raising capital and provided that
        the
        issuance of such securities in connection with such bona fide strategic license
        agreements or other partnering arrangements has been approved in advance
        by the
        Majority Holders, (vi) Common Stock issued or the issuance or grants of options
        to purchase Common Stock pursuant to the Issuer’s equity incentive plans
        outstanding as they exist on the date of the Purchase Agreement, (vii) the
        issuance or grants of options to purchase Common Stock to employees, officers
        or
        directors of the Issuer pursuant to any equity incentive plan duly adopted
        by
        the Board or a committee thereof established for such purpose so long as
        such
        issuances in the aggregate do not exceed ten percent (10)% of the issued
        and
        outstanding shares of Common Stock as of the Original Issue Date and the
        specified price at which the options may be exercised is equal to or greater
        than the Per Share Market Value as of the date of such grant, and (viii)
        any
        warrants, shares of Common Stock or other securities issued to a placement
        agent
        and its designees for the transactions contemplated by the Purchase Agreement
        or
        in any other sales of the Issuer’s securities and any securities issued in
        connection with any financial advisory agreements of the Issuer and the shares
        of Common Stock issued upon exercise of any such warrants or conversions
        of any
        such other securities.


      
        
          
          

        

        
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      “Articles
        of Incorporation”
means
        the Articles of Incorporation of the Issuer as in effect on the Original
        Issue
        Date, and as hereafter from time to time amended, modified, supplemented
        or
        restated in accordance with the terms hereof and thereof and pursuant to
        applicable law.

       

      “Board”
shall
        mean the Board of Directors of the Issuer.

       

      “Capital
        Stock”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

       

      “Common
        Stock”
means
        the Common Stock, $0.001 par value per share, of the Issuer and any other
        Capital Stock into which such stock may hereafter be changed.

       

      “Common
        Stock Equivalent”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.

       

      “Convertible
        Securities”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term “Convertible Security” means one of the Convertible
        Securities.

       

      “Governmental
        Authority”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.

       

      “Holders”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.

       

      “Independent
        Appraiser”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.


      
        
          
          

        

        
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      “Issuer”
means
        Victory Divide Mining Company, a Nevada corporation, and its
        successors.

       

      “Majority
        Holders”
means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding.

       

      “Original
        Issue Date”
means
        October 3, 2007.

       

      “OTC
        Bulletin Board”
means
        the over-the-counter electronic bulletin board.

       

      “Other
        Common”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.

       

      “Outstanding
        Common Stock”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.

       

      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.

       

      “Per
        Share Market Value”
means
        on any particular date (a) the last closing price per share of the Common
        Stock
        on such date on the OTC Bulletin Board or another registered national stock
        exchange on which the Common Stock is then listed, or if there is no closing
        price on such date, then the closing bid price on such date, or if there
        is no
        closing bid price on such date, then the closing price on such exchange or
        quotation system on the date nearest preceding such date, or (b) if the Common
        Stock is not listed then on the OTC Bulletin Board or any registered national
        stock exchange, the last closing price for a share of Common Stock in the
        over-the-counter market, as reported by the OTC Bulletin Board or in the
        National Quotation Bureau Incorporated or similar organization or agency
        succeeding to its functions of reporting prices) at the close of business
        on
        such date, or if there is no closing price on such date, then the closing
        bid
        price on such date, or (c) if the Common Stock is not then reported by the
        OTC
        Bulletin Board or the National Quotation Bureau Incorporated (or similar
        organization or agency succeeding to its functions of reporting prices),
        then
        the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
        such date of determination, or (d) if the Common Stock is not then publicly
        traded the fair market value of a share of Common Stock as determined by
        an
        Independent Appraiser selected in good faith by the Majority Holders;
provided,
        however,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided,
        further,
        that
        all determinations of the Per Share Market Value shall be appropriately adjusted
        for any stock dividends, stock splits or other similar transactions during
        such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.


      
        
          
          

        

        
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      “Purchase
        Agreement”
means
        the Series A Convertible Preferred Stock Purchase Agreement dated as of October
        3, 2007, among the Issuer and the Purchasers.

       

      “Purchasers”
means
        the purchasers of the Series A Convertible Preferred Stock and the Warrants
        issued by the Issuer pursuant to the Purchase Agreement.

       

      “Securities”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.

       

      “Subsidiary”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

       

      “Term”
has
        the
        meaning specified in Section 1 hereof.

       

      “Trading
        Day”
means
        (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
        or (b)
        if the Common Stock is not traded on the OTC Bulletin Board, a day on which
        the
        Common Stock is quoted in the over-the-counter market as reported by the
        National Quotation Bureau Incorporated (or any similar organization or agency
        succeeding its functions of reporting prices); provided,
        however,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
        any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.

       

      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: the Nasdaq Capital Market, the Nasdaq
        Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
        or
        the OTC Bulletin Board.

       

      “Voting
        Stock”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.


      
        
          
          

        

        
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      “VWAP”
means,
        for any date, the price determined by the first of the following clauses
        that
        applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
        the daily volume weighted average price of the Common Stock for such date
        (or
        the nearest preceding date) on the Trading Market on which the Common Stock
        is
        then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
        from
        9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the
        OTC
        Bulletin Board is not a Trading Market, the volume weighted average price
        of the
        Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
        Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
        Board and if prices for the Common Stock are then reported in the "Pink Sheets"
        published by Pink Sheets, LLC (or a similar organization or agency succeeding
        to
        its functions of reporting prices), the most recent bid price per share of
        the
        Common Stock so reported; or (d) in all other cases, the fair market value
        of a
        share of Common Stock as determined by an independent appraiser selected
        in good
        faith by the Holders of a majority in interest of the Warrants then outstanding
        and reasonably acceptable to the Company, the fees and expenses of which
        shall
        be paid by the Company.

       

      “Warrants”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of Section
        2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

       

      “Warrant
        Price”
        initially means $3.50, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

       

      “Warrant
        Share Number”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.

       

      “Warrant
        Stock”
means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.

       

      ARTICLE
        XXXIXOther
        Notices.
        In case at any time:

       

      Section
        39.1 the
        Issuer shall make any distributions to the holders of Common Stock;
        or

       

      Section
        39.2 the
        Issuer shall authorize the granting to all holders of its Common Stock of
        rights
        to subscribe for or purchase any shares of Capital Stock of any class or
        other
        rights; or

       

      Section
        39.3 there
        shall be any reclassification of the Capital Stock of the Issuer;
        or

       

      Section
        39.4 there
        shall be any capital reorganization by the Issuer; or


      
        
          
          

        

        
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      Section
        39.5 there
        shall be any (i) consolidation or merger involving the Issuer or (ii) sale,
        transfer or other disposition of all or substantially all of the Issuer’s
        property, assets or business (except a merger or other reorganization in
        which
        the Issuer shall be the surviving corporation and its shares of Capital Stock
        shall continue to be outstanding and unchanged and except a consolidation,
        merger, sale, transfer or other disposition involving a wholly-owned
        Subsidiary); or

       

      Section
        39.6 there
        shall be a voluntary or involuntary dissolution, liquidation or winding-up
        of
        the Issuer or any partial liquidation of the Issuer or distribution to holders
        of Common Stock;

       

      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer’s transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.

       

      ARTICLE
        XLAmendment
        and Waiver.
        Any term, covenant, agreement or condition in this Warrant may be amended,
        or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders;
provided,
        however,
        that no such amendment or waiver shall reduce the Warrant Share Number, increase
        the Warrant Price, shorten the period during which this Warrant may be exercised
        or modify any provision of this Section 11 without the consent of the Holder
        of
        this Warrant. No consideration shall be offered or paid to any person to
        amend
        or consent to a waiver or modification of any provision of this Warrant unless
        the same consideration is also offered to all holders of the
        Warrants.

       

      ARTICLE
        XLIGoverning
        Law; Jurisdiction.
        This Warrant shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise forum non conveniens
        or any other argument that New York is not the proper venue. The Issuer and
        the
        Holder irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Issuer and the Holder consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        to
        such party at the address in effect for notices to it under this Warrant
        and
        agree that such service shall constitute good and sufficient service of process
        and notice thereof. Nothing in this Section 12 shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Issuer and the
        Holder
        hereby agree that the prevailing party in any suit, action or proceeding
        arising
        out of or relating to this Warrant or the Purchase Agreement, shall be entitled
        to reimbursement for reasonable legal fees from the non-prevailing party.
        The
        parties hereby waive all rights to a trial by jury.


      
        
          
          

        

        
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      ARTICLE
        XLIINotices.
        All notices, demands, consents, requests, instructions and other communications
        to be given or delivered or permitted under or by reason of the provisions
        of
        this Agreement or in connection with the transactions contemplated hereby
        shall
        be in writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 13), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.

       

      


      
        	
                If
                  to the Issuer: 

                 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900  

                Tel:
                  86-469-467-8077

                Fax:
                  86-469-469-3000 

                Email:kingbode1@163.com

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

              
	 	 


      


      
        
          
          

        

        
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                If
                  to any Holder:

              	
                At
                  the address of such Holder set forth on Exhibit A to this Agreement,
                  with
                  copies to Holder’s counsel as set forth on Exhibit A or as specified in
                  writing by such Holder with copies to:

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

       

      ARTICLE
        XLIIIWarrant
        Agent.
        The Issuer may, by written notice to the Holder of this Warrant, appoint
        an
        agent having an office in New York, New York for the purpose of issuing shares
        of Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.

       

      ARTICLE
        XLIVRemedies.
        The Issuer stipulates that the remedies at law of the Holder of this Warrant
        in
        the event of any default or threatened default by the Issuer in the performance
        of or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

       

      ARTICLE
        XLVSuccessors
        and Assigns.
        This Warrant and the rights evidenced hereby shall inure to the benefit of
        and
        be binding upon the successors and assigns of the Issuer, the Holder hereof
        and
        (to the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto, and shall be enforceable by any such Holder or Holder of Warrant
        Stock.

       

      ARTICLE
        XLVIModification
        and Severability.
        If, in any action before any court or agency legally empowered to enforce
        any
        provision contained herein, any provision hereof is found to be unenforceable,
        then such provision shall be deemed modified to the extent necessary to make
        it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.


      
        
          
          

        

        
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      ARTICLE
        XLVIIHeadings.
        The headings of the Sections of this Warrant are for convenience of reference
        only and shall not, for any purpose, be deemed a part of this
        Warrant.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Issuer has executed this Series B Warrant as of the
        day and
        year first above written.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
        ___/s/
        Shulin Liu____

      Name:
        Shulin Liu 

      Title:
        Chief Executive Officer


      
        
          
          

        

        
          121

          
            

          

        

        
          
          

        

      


       

      EXERCISE
        FORM

       

      SERIES
        B
        WARRANT

       

      VICTORY
        DIVIDE MINING COMPANY

       

      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of
        ________________________________ covered by the within Warrant.

      
        
          

            
              	
                      Dated:

                    	
                             

                    	
                            

                    	
                      Signature

                    	
                            

                    
	 	 	 	 	 
	 	 	 	
                      Address

                    	
                            

                    
	 	 	 	 	
                            

                    
	 	 	 	 	 


            

          

        

      

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________

       

      The
        undersigned is an “accredited investor” as defined in Regulation D under the
        Securities Act of 1933, as amended.

       

      The
        undersigned intends that payment of the Warrant Price shall be made as (check
        one):

       

      Cash
        Exercise_______

       

      Cashless
        Exercise_______

       

      If
        the
        Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
        by
        certified or official bank check (or via wire transfer) to the Issuer in
        accordance with the terms of the Warrant.

       

      If
        the
        Holder has elected a Cashless Exercise, a certificate shall be issued to
        the
        Holder for the number of shares equal to the whole number portion of the
        product
        of the calculation set forth below, which is ___________. The Company shall
        pay
        a cash adjustment in respect of the fractional portion of the product of
        the
        calculation set forth below in an amount equal to the product of the fractional
        portion of such product and the Per Share Market Value on the date of exercise,
        which product is ____________.

       

      X
        = Y -
(A)(Y)

      B

       

      Where:

       

      The
        number of shares of Common Stock to be issued to the Holder
        __________________(“X”).


      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      


       

      The
        number of shares of Common Stock purchasable upon exercise of all of the
        Warrant
        or, if only a portion of the Warrant is being exercised, the portion of the
        Warrant being exercised ___________________________ (“Y”).

       

      The
        Warrant Price ______________ (“A”).

       

      The
        Per
        Share Market Value of one share of Common Stock _______________________
        (“B”).

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.

      
        
          

            
              	
                      Dated:

                    	
                             

                    	
                            

                    	
                      Signature

                    	
                            

                    
	 	 	 	 	 
	 	 	 	
                      Address

                    	
                            

                    
	 	 	 	 	
                            

                    
	 	 	 	 	 


            

          

        

      

      PARTIAL
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      FOR
        USE
        BY THE ISSUER ONLY:

       

      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.

       

      




      
        
          
          

        

        
          123

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        C-3 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT 

      ____________________________________________________

      FORM
        OF SERIES J WARRANT

       

      THIS
        WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
        OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

       

      SERIES
        J
        WARRANT TO PURCHASE

       

      SHARES
        OF
        SERIES B CONVERTIBLE PREFERRED STOCK

       

      OF

       

      VICTORY
        DIVIDE MINING COMPANY

       

      Expires
        on April 2, 2009

       

      No.:
        W-J-07-                                     Number
        of Shares: Up
        to _________

      Date
        of
        Issuance: October 3, 2007

       

      FOR
        VALUE
        RECEIVED, the undersigned, Victory Divide Mining Company., a Nevada corporation
        (together with its successors and assigns, the “Issuer”),
        hereby certifies that __________
        or its
        registered assigns (the “Holder”)
        is
        entitled to subscribe for and purchase, during the Term (as hereinafter
        defined), up to ___________
        shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable Series B Convertible Preferred Stock
        (the
“Series
        B Stock”)
        of the
        Issuer, at an exercise price per share equal to the Warrant Price then in
        effect, subject, however, to the provisions and upon the terms and conditions
        hereinafter set forth. Capitalized terms used in this Warrant and not otherwise
        defined herein shall have the respective meanings specified in Section 9
        hereof.

       

      ARTICLE
        XLVIIITerm.
        The term of this Warrant shall commence on October 3, 2007 and shall expire
        at
        6:00 p.m., Eastern Time, on April 2, 2009 (such period being the
“Term”
        and such date, the “Termination
        Date”).


      
        
          
          

        

        
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      ARTICLE
        XLIXMethod
        of Exercise; Payment; Issuance of New Warrant; Transfer and Exchange.


       

      Section
        49.1 Time
        of Exercise.
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term for such number of shares of Series B Stock set forth above,
        which number is equal to one hundred percent (100%) of the number of shares
        of
        Series B Stock issued by the Issuer to the Holder on the Original Issue Date
        pursuant to the Purchase Agreement.

       

      Section
        49.2 Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefore equal to the Warrant Price in effect on the date
        of such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder’s election by
        certified or official bank check or by wire transfer to an account designated
        by
        the Issuer.

       

      Section
        49.3 Issuance
        of Stock Certificates.
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of such exercise and delivered to the Holder
        hereof within a reasonable time, not exceeding three (3) Trading Days after
        such
        exercise (the “Delivery
        Date”),
        the
        Holder hereof shall be deemed for all purposes to be the holder of the shares
        Warrant Stock so purchased as of the date of such exercise. Upon the conversion
        by the Holder of the Warrant Stock into shares of Common Stock of the Issuer
        (the “Underlying
        Common Stock”),
        the
        Holder may request (provided that a registration statement under the Securities
        Act providing for the resale of the Underlying Common Stock is then in effect
        or
        that the shares of Underlying Common Stock are otherwise exempt from
        registration), that such shares be issued and delivered to the Depository
        Trust
        Company (“DTC”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“DWAC”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Underlying Common Stock as of the date of such conversion.
        Notwithstanding the foregoing to the contrary, the Issuer or its transfer
        agent
        shall only be obligated to issue and deliver the shares to the DTC on a holder’s
        behalf via DWAC if such conversion is in connection with a sale or other
        exemption from registration by which the shares of Underlying Common Stock
        may
        be issued without a restrictive legend and the Issuer and its transfer agent
        are
        participating in DTC through the DWAC system. The Holder shall deliver this
        original Warrant, or an indemnification undertaking with respect to such
        Warrant
        in the case of its loss, theft or destruction, at such time that this Warrant
        is
        fully exercised. With respect to partial exercises of this Warrant, the Issuer
        shall keep written records for the Holder of the number of shares of Warrant
        Stock exercised as of each date of exercise.

       

      Section
        49.4 Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if upon conversion
        of the
        Warrant Stock, the Issuer fails to cause its transfer agent to transmit to
        the
        Holder a certificate or certificates representing the shares of Underlying
        Common Stock pursuant to such conversionon or before the Delivery Date, and
        if
        after such date the Holder is required by its broker to purchase (in an open
        market transaction or otherwise) shares of Common Stock to deliver in
        satisfaction of a sale by the Holder of the shares of Underlying Common Stock
        which the Holder anticipated receiving upon such conversion (a “Buy-In”),
        then
        the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of shares of Underlying Common Stock that the
        Issuer
        was required to deliver to the Holder in connection with the conversion at
        issue, times (B) the price at which the sell order giving rise to such purchase
        obligation was executed, and (2) at the option of the Holder, either reinstate
        the Warrant and equivalent number of shares of Warrant Stock for which such
        conversion was not honored or deliver to the Holder the number of shares
        of
        Underlying Common Stock that would have been issued had the Issuer timely
        complied with its exercise and delivery obligations hereunder. For example,
        if
        the Holder purchases Common Stock having a total purchase price of $11,000
        to
        cover a Buy-In with respect to an attempted conversion of shares of Underlying
        Common Stock with an aggregate sale price giving rise to such purchase
        obligation of $10,000, under clause (1) of the immediately preceding sentence
        the Issuer shall be required to pay the Holder $1,000. The Holder shall provide
        the Issuer written notice indicating the amounts payable to the Holder in
        respect of the Buy-In, together with applicable confirmations and other evidence
        reasonably requested by the Issuer. Nothing herein shall limit a Holder’s right
        to pursue any other remedies available to it hereunder, at law or in equity
        including, without limitation, a decree of specific performance and/or
        injunctive relief with respect to the Issuer’s failure to timely deliver
        certificates representing shares of Underlying Common Stock upon conversion
        of
        the Warrant Stock exercised in this Warrant as required pursuant to the terms
        hereof.


      
        
          
          

        

        
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      Section
        49.5 Transferability
        of Warrant.
        Subject
        to Section 2(g) hereof, this Warrant may be transferred by a Holder, in whole
        or
        in part, without the consent of the Issuer. If transferred pursuant to this
        paragraph, this Warrant may be transferred on the books of the Issuer by
        the
        Holder hereof in person or by duly authorized attorney, upon surrender of
        this
        Warrant at the principal office of the Issuer, properly endorsed (by the
        Holder
        executing an assignment in the form attached hereto) and upon payment of
        any
        necessary transfer tax or other governmental charge imposed upon such transfer.
        This Warrant is exchangeable at the principal office of the Issuer for Warrants
        to purchase the same aggregate number of shares of Warrant Stock, each new
        Warrant to represent the right to purchase such number of shares of Warrant
        Stock as the Holder hereof shall designate at the time of such exchange.
        All
        Warrants issued on transfers or exchanges shall be dated the Original Issue
        Date
        and shall be identical with this Warrant except as to the number of shares
        of
        Warrant Stock issuable pursuant thereto.

       

      Section
        49.6 Continuing
        Rights of Holder.
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided that if any such Holder shall fail to
        make
        any such request, the failure shall not affect the continuing obligation
        of the
        Issuer to afford such rights to such Holder.

       

      Section
        49.7 Compliance
        with Securities Laws. 


      
        
          
          

        

        
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      (a) The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock and Underlying Common Stock issuable hereunder
        are
        being acquired solely for the Holder’s own account and not as a nominee for any
        other party, and for investment, and that the Holder will not offer, sell
        or
        otherwise dispose of this Warrant or any shares of Warrant Stock or Underlying
        Common Stock to be issued upon exercise hereof except pursuant to an effective
        registration statement, or an exemption from registration, under the Securities
        Act and any applicable state securities laws.

       

      (b) Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof and, if
        appropriate, the Underlying Common Stock issued upon conversion of the Warrant
        Stock, shall be stamped or imprinted with a legend in substantially the
        following form:

       

      THIS
        WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
        OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

       

      (c) The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock and Underlying Common Stock, without the legend set forth above
        if
        at such time, prior to making any transfer of any such securities, the Holder
        shall give written notice to the Issuer describing the manner and terms of
        such
        transfer. Such proposed transfer will not be effected until: (a) either (i)
        the
        Issuer has received an opinion of counsel reasonably satisfactory to the
        Issuer,
        to the effect that the registration of such securities under the Securities
        Act
        is not required in connection with such proposed transfer, (ii) a registration
        statement under the Securities Act covering such proposed disposition has
        been
        filed by the Issuer with the Securities and Exchange Commission and has become
        effective under the Securities Act, (iii) the Issuer has received other evidence
        reasonably satisfactory to the Issuer that such registration and qualification
        under the Securities Act and state securities laws are not required, or (iv)
        the
        Holder provides the Issuer with reasonable assurances that such security
        can be
        sold pursuant to Rule 144 under the Securities Act; and (b) either (i) the
        Issuer has received an opinion of counsel reasonably satisfactory to the
        Issuer,
        to the effect that registration or qualification under the securities or
“blue
        sky” laws of any state is not required in connection with such proposed
        disposition, or (ii) compliance with applicable state securities or “blue sky”
laws has been effected or a valid exemption exists with respect thereto.
        The
        Issuer will respond to any such notice from a holder within three (3) Trading
        Days. In the case of any proposed transfer under this Section 2(h), the Issuer
        will use reasonable efforts to comply with any such applicable state securities
        or “blue sky” laws, but shall in no event be required, (x) to qualify to do
        business in any state where it is not then qualified, (y) to take any action
        that would subject it to tax or to the general service of process in any
        state
        where it is not then subject, or (z) to comply with state securities or “blue
        sky” laws of any state for which registration by coordination is unavailable to
        the Issuer. The restrictions on transfer contained in this Section 2(g) shall
        be
        in addition to, and not by way of limitation of, any other restrictions on
        transfer contained in any other section of this Warrant. Whenever a certificate
        representing the Warrant Stock is required to be issued to the Holder without
        a
        legend, in lieu of delivering physical certificates representing the Warrant
        Stock, the Issuer shall cause its transfer agent to electronically transmit
        the
        Warrant Stock to the Holder by crediting the account of the Holder or Holder’s
        Prime Broker with DTC through its DWAC system (to the extent not inconsistent
        with any provisions of this Warrant or the Purchase Agreement).


      
        
          
          

        

        
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      Section
        49.8 Accredited
        Investor Status.
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities
        Act.

       

      ARTICLE
        LStock
        Fully Paid; Reservation and Listing of Shares; Covenants.


       

      Section
        50.1 Stock
        Fully Paid.
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder, and all shares of Underlying Common Stock which may be issued
        upon
        the conversion of the Warrant Stock or otherwise hereunder will, when issued
        in
        accordance with the terms of this Warrant, be duly authorized, validly issued,
        fully paid and non-assessable and free from all taxes, liens and charges
        created
        by or through the Issuer. The Issuer further covenants and agrees that during
        the period within which this Warrant may be exercised, the Issuer will at
        all
        times have authorized and reserved for the purpose of the issuance upon exercise
        of this Warrant a number of authorized but unissued shares of Preferred Stock
        equal to at least one hundred percent (100%) of the number of shares of Series
        B
        Stock issuable upon exercise of this Warrant without regard to any limitations
        on exercise, and a number of authorized but unissued shares of Common Stock
        equal to at least one hundred percent (100%) of the number of shares of
        Underlying Common stock issuable upon conversion of the Warrant
        Stock.

       

      Section
        50.2 Reservation.
        If any
        shares of Series B Stock or Common Stock required to be reserved for issuance
        upon exercise of this Warrant or as otherwise provided hereunder require
        registration or qualification with any Governmental Authority under any federal
        or state law before such shares may be so issued, the Issuer will in good
        faith
        use its best efforts as expeditiously as possible at its expense to cause
        such
        shares to be duly registered or qualified. If the Issuer shall list any shares
        of Common Stock on any securities exchange or market it will, at its expense,
        list thereon, and maintain and increase when necessary such listing, of,
        all
        shares of Underlying Common Stock from time to time issued upon conversion
        of
        the Warrant Stock or as otherwise provided hereunder (provided that such
        Underlying Common Stock has been registered pursuant to a registration statement
        under the Securities Act then in effect), and, to the extent permissible
        under
        the applicable securities exchange rules, all unissued shares of Underlying
        Common Stock which are at any time issuable upon conversion of the Warrant
        Stock
        hereunder, so long as any shares of Common Stock shall be so listed. The
        Issuer
        will also so list on each securities exchange or market, and will maintain
        such
        listing of, any other securities which the Holder of this Warrant shall be
        entitled to receive upon the exercise of this Warrant if at the time any
        securities of the same class shall be listed on such securities exchange
        or
        market by the Issuer.


      
        
          
          

        

        
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      Section
        50.3 Covenants.
        The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the Articles
        of Incorporation or by-laws of the Issuer in any manner that would adversely
        affect the rights of the Holder of the Warrants, (iii) take all such action
        as
        may be reasonably necessary in order that the Issuer may validly and legally
        issue fully paid and nonassessable shares of Preferred Stock, upon exercise
        of
        this Warrant and Common Stock upon conversion of the Warrant Stock, free
        and
        clear of any liens, claims, encumbrances and restrictions (other than as
        provided herein), and (iv) use its best efforts to obtain all such
        authorizations, exemptions or consents from any public regulatory body having
        jurisdiction thereof as may be reasonably necessary to enable the Issuer
        to
        perform its obligations under this Warrant.

       

      Section
        50.4 Loss,
        Theft, Destruction of Warrants.
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.

       

      Section
        50.5 Payment
        of Taxes.
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided,
        however,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.

       

      ARTICLE
        LIAdjustment
        of Warrant Price.
        The price at which such shares of Warrant Stock may be purchased upon exercise
        of this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.

       

      Section
        51.1 Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale.



      
        
          
          

        

        
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      (a) In
        case
        the Issuer after the Original Issue Date shall do any of the following (each,
        a
“Triggering
        Event”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made to the Warrant Price and the number of shares of
        Warrant
        Stock that may be purchased upon exercise of this Warrant so that, upon the
        basis and the terms and in the manner provided in this Warrant, the Holder
        of
        this Warrant shall be entitled upon the exercise hereof at any time after
        the
        consummation of such Triggering Event, to the extent this Warrant is not
        exercised prior to such Triggering Event, to receive at the Warrant Price
        in
        effect at the time immediately prior to the consummation of such Triggering
        Event, in lieu of the Series B issuable upon such exercise of this Warrant
        prior
        to such Triggering Event, the Securities, cash and property to which such
        Holder
        would have been entitled upon the consummation of such Triggering Event if
        such
        Holder had exercised the rights represented by this Warrant immediately prior
        thereto (including the right of a shareholder to elect the type of consideration
        it will receive upon a Triggering Event), subject to adjustments (subsequent
        to
        such corporate action) as nearly equivalent as possible to the adjustments
        provided for elsewhere in this Section 4; provided,
        however,
        the
        Holder at its option may elect to receive an amount in unregistered shares
        of
        the common stock of the surviving entity equal to the value of this Warrant
        calculated in accordance with the Black-Scholes formula; provided,
        further,
        such
        shares of Common Stock shall be valued at a twenty percent (20%) discount
        to the
        VWAP of the Common Stock for the twenty (20) Trading Days immediately prior
        to
        the Triggering Event. Immediately upon the occurrence of a Triggering Event,
        the
        Issuer shall notify the Holder in writing of such Triggering Event and provide
        the calculations in determining the number of shares of Warrant Stock issuable
        upon exercise of the new warrant and the adjusted Warrant Price. Upon the
        Holder’s request, the continuing or surviving corporation as a result of such
        Triggering Event shall issue to the Holder a new warrant of like tenor
        evidencing the right to purchase the adjusted number of shares of Warrant
        Stock
        and the adjusted Warrant Price pursuant to the terms and provisions of this
        Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section
        4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering
        Event is a company that has a class of equity securities registered pursuant
        to
        the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”),
        and
        its common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is registered pursuant to the Exchange Act or its common stock is not
        listed or quoted on a national securities exchange, national automated quotation
        system or the OTC Bulletin Board, then the Holder shall have the right to
        demand
        that the Issuer pay to the Holder an amount in cash equal to the value of
        this
        Warrant calculated in accordance with the Black-Scholes
        formula.


      
        
          
          

        

        
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      (b) In
        the
        event that the Holder has elected not to exercise this Warrant prior to the
        consummation of a Triggering Event and has also elected not to receive an
        amount
        in cash equal to the value of this Warrant calculated in accordance with
        the
        Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above,
        so
        long as the surviving entity pursuant to any Triggering Event is a company
        that
        has a class of equity securities registered pursuant to the Exchange Act
        and its
        common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board, the surviving entity
        and/or each Person (other than the Issuer) which may be required to deliver
        any
        Securities, cash or property upon the exercise of this Warrant as provided
        herein shall assume, by written instrument delivered to, and reasonably
        satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
        under this Warrant (and if the Issuer shall survive the consummation of such
        Triggering Event, such assumption shall be in addition to, and shall not
        release
        the Issuer from, any continuing obligations of the Issuer under this Warrant)
        and (B) the obligation to deliver to such Holder such Securities, cash or
        property as, in accordance with the foregoing provisions of this subsection
        (a),
        such Holder shall be entitled to receive, and the surviving entity and/or
        each
        such Person shall have similarly delivered to such Holder an opinion of counsel
        for the surviving entity and/or each such Person, which counsel shall be
        reasonably satisfactory to such Holder, or in the alternative, a written
        acknowledgement executed by the President or Chief Financial Officer of the
        Issuer, stating that this Warrant shall thereafter continue in full force
        and
        effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which the surviving entity and/or each such Person may be required
        to deliver upon any exercise of this Warrant or the exercise of any rights
        pursuant hereto.

       

      Section
        51.2 Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time the Issuer shall:

       

      (a) make
        or
        issue or set a record date for the holders of any Preferred Stock for the
        purpose of entitling them to receive a dividend payable in, or other
        distribution of, shares of Preferred Stock ,

       

      (b) subdivide
        its outstanding shares of Series B Stock into a larger number of shares of
        Preferred Stock , or

       

      (c) combine
        its outstanding shares of Series B Stock into a smaller number of shares
        of
        Series B Stock

       

      then
        (1)
        the number of shares of Series B Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Series B Stock which a record holder of the same
        number
        of shares of Preferred Stock for which this Warrant is exercisable immediately
        prior to the occurrence of such event would own or be entitled to receive
        after
        the happening of such event, and (2) the Warrant Price then in effect shall
        be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Series B Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Series B Stock
        for which this Warrant is exercisable immediately after such
        adjustment.


      
        
          
          

        

        
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      Section
        51.3 Certain
        Other Distributions.
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Preferred Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:

       

      (a) cash,

       

      (b) any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Preferred
        Stock Equivalents or Additional Shares of Preferred Stock), or

       

      (c) any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Preferred Stock Equivalents
        or Additional Shares of Preferred Stock),

       

      then
        (1)
        the number of shares of Series B Stock for which this Warrant is exercisable
        shall be adjusted to equal the product of the number of shares of Series
        B Stock
        for which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of the Underlying Common Stock at the date of taking such record
        and (B) the denominator of which shall be such Per Share Market Value of
        the
        Underlying Common Stock minus the amount allocable to one share of Underlying
        Common Stock of any such cash so distributable and of the fair value (as
        determined by an Independent Appraiser mutually agreed upon by the Issuer
        and
        the Holder) of any and all such evidences of indebtedness, shares of stock,
        other securities or property or warrants or other subscription or purchase
        rights so distributable , and (2) the Warrant Price then in effect shall
        be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Preferred Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Series B Stock
        for which this Warrant is exercisable immediately after such adjustment.
        A
        reclassification of the Preferred Stock (other than a change in par value,
        or
        from par value to no par value or from no par value to par value) into shares
        of
        Preferred Stock and shares of any other class of stock shall be deemed a
        distribution by the Issuer to the holders of its Preferred Stock of such
        shares
        of such other class of stock within the meaning of this Section 4(c) and,
        if the
        outstanding shares of Preferred Stock shall be changed into a larger or smaller
        number of shares of Preferred Stock as a part of such reclassification, such
        change shall be deemed a subdivision or combination, as the case may be,
        of the
        outstanding shares of Preferred Stock within the meaning of Section
        4(b).

       

      Section
        51.4 Issuance
        of Additional Shares of Preferred Stock.
        In the
        event the Issuer shall issue any Additional Shares of Preferred Stock (otherwise
        than as provided in the foregoing subsections (a) through (c) of this Section
        4), at a price per share less than the Warrant Price then in effect or without
        consideration, then the Warrant Price upon each such issuance shall be adjusted
        to the price equal to the consideration per share paid for such Additional
        Shares of Preferred Stock.


      
        
          
          

        

        
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      Section
        51.5 Issuance
        of Preferred Stock Equivalents.
        In the
        event the Issuer shall take a record of the holders of its Preferred Stock
        for
        the purpose of entitling them to receive a distribution of, or shall in any
        manner (whether directly or by assumption in a merger in which the Issuer
        is the
        surviving corporation) issue or sell, any Preferred Stock Equivalents, whether
        or not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Preferred Stock is issuable upon such
        conversion or exchange shall be less than the Warrant Price in effect
        immediately prior to the time of such issue or sale, or if, after any such
        issuance of Preferred Stock Equivalents, the price per share for which
        Additional Shares of Preferred Stock may be issuable thereafter is amended
        or
        adjusted, and such price as so amended shall be less than the Warrant Price
        in
        effect at the time of such amendment or adjustment, then the Warrant Price
        then
        in effect shall be adjusted as provided in Section 4(d). No further adjustments
        of the number of shares of Preferred Stock for which this Warrant is exercisable
        and the Warrant Price then in effect shall be made upon the actual issue
        of such
        Preferred Stock upon conversion or exchange of such Preferred Stock
        Equivalents.

       

      Section
        51.6 Other
        Provisions Applicable to Adjustments under this Section.
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Series B Stock for which this Warrant is exercisable
        and the
        Warrant Price then in effect provided for in this Section 4:

       

      (a) Computation
        of Consideration.
        To the
        extent that any Additional Shares of Preferred Stock or any Preferred Stock
        Equivalents (or any warrants or other rights therefore) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefore shall be
        the
        amount of the cash received by the Issuer therefore, or, if such Additional
        Shares of Preferred Stock or Preferred Stock Equivalents are offered by the
        Issuer for subscription, the subscription price, or, if such Additional Shares
        of Preferred Stock or Preferred Stock Equivalents are sold to underwriters
        or
        dealers for public offering without a subscription offering, the initial
        public
        offering price (in any such case subtracting any amounts paid or receivable
        for
        accrued interest or accrued dividends and without taking into account any
        compensation, discounts or expenses paid or incurred by the Issuer for and
        in
        the underwriting of, or otherwise in connection with, the issuance thereof).
        In
        connection with any merger or consolidation in which the Issuer is the surviving
        corporation (other than any consolidation or merger in which the previously
        outstanding shares of Preferred Stock of the Issuer shall be changed to or
        exchanged for the stock or other securities of another corporation), the
        amount
        of consideration therefore shall be, deemed to be the fair value, as determined
        reasonably and in good faith by the Board, and acceptable to the Holder,
        of such
        portion of the assets and business of the nonsurviving corporation as the
        Board
        may determine to be attributable to such shares of Preferred Stock or Preferred
        Stock Equivalents, as the case may be. The consideration for any Additional
        Shares of Preferred Stock issuable pursuant to any warrants or other rights
        to
        subscribe for or purchase the same shall be the consideration received by
        the
        Issuer for issuing such warrants or other rights plus the additional
        consideration payable to the Issuer upon exercise of such warrants or other
        rights. The consideration for any Additional Shares of Preferred Stock issuable
        pursuant to the terms of any Preferred Stock Equivalents shall be the
        consideration received by the Issuer for issuing warrants or other rights
        to
        subscribe for or purchase such Preferred Stock Equivalents, plus the
        consideration paid or payable to the Issuer in respect of the subscription
        for
        or purchase of such Preferred Stock Equivalents, plus the additional
        consideration, if any, payable to the Issuer upon the exercise of the right
        of
        conversion or exchange in such Preferred Stock Equivalents. In the event
        of any
        consolidation or merger of the Issuer in which the Issuer is not the surviving
        corporation or in which the previously outstanding shares of Preferred Stock
        of
        the Issuer shall be changed into or exchanged for the stock or other securities
        of another corporation, or in the event of any sale of all or substantially
        all
        of the assets of the Issuer for stock or other securities of any corporation,
        the Issuer shall be deemed to have issued a number of shares of its
        PreferredStock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. In the event any consideration received
        by
        the Issuer for any securities consists of property other than cash, the fair
        market value thereof at the time of issuance or as otherwise applicable shall
        be
        as determined in good faith by the Board. In the event Preferred Stock is
        issued
        with other shares or securities or other assets of the Issuer for consideration
        which covers both, the consideration computed as provided in this Section
        4(g)(i) shall be allocated among such securities and assets as determined
        in
        good faith by the Board.


      
        
          
          

        

        
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      (b) When
        Adjustments to Be Made.
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Series B Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Preferred Stock, as
        provided for in Section 4(b)) up to, but not beyond the date of exercise
        if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Series B Stock for
        which this Warrant is exercisable immediately prior to the making of such
        adjustment. Any adjustment representing a change of less than such minimum
        amount (except as aforesaid) which is postponed shall be carried forward
        and
        made as soon as such adjustment, together with other adjustments required
        by
        this Section 4 and not previously made, would result in a minimum adjustment
        or
        on the date of exercise. For the purpose of any adjustment, any specified
        event
        shall be deemed to have occurred at the close of business on the date of
        its
        occurrence.

       

      (c) Fractional
        Interests.
        In
        computing adjustments under this Section 4, fractional interests in Series
        BStock shall be taken into account to the nearest one one-hundredth (1/100th)
        of
        a share.

       

      (d) When
        Adjustment Not Required.
        If the
        Issuer shall take a record of the holders of its Preferred Stock for the
        purpose
        of entitling them to receive a dividend or distribution or subscription or
        purchase rights and shall, thereafter and before the distribution to
        stockholders thereof, legally abandon its plan to pay or deliver such dividend,
        distribution, subscription or purchase rights, then thereafter no adjustment
        shall be required by reason of the taking of such record and any such adjustment
        previously made in respect thereof shall be rescinded and
        annulled.


      
        
          
          

        

        
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      (e) Form
        of Warrant after Adjustments.
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.

       

      (f) Escrow
        of Warrant Stock.
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Preferred Stock, but prior to
        the
        occurrence of the event for which such record is taken, and the Holder exercises
        this Warrant, any shares of Series B Stock issuable upon exercise by reason
        of
        such adjustment shall be deemed the last shares of Preferred Stock for which
        this Warrant is exercised (notwithstanding any other provision to the contrary
        herein) and such shares or other property shall be held in escrow for the
        Holder
        by the Issuer to be issued to the Holder upon and to the extent that the
        event
        actually takes place, upon payment of the current Warrant Price. Notwithstanding
        any other provision to the contrary herein, if the event for which such record
        was taken fails to occur or is rescinded, then such escrowed shares shall
        be
        cancelled by the Issuer and escrowed property returned.

       

      ARTICLE
        LIINotice
        of Adjustments.
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
        the Issuer shall cause its Chief Financial Officer to prepare and execute
        a
        certificate setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to an Independent Appraiser, provided that the Issuer
        shall
        have ten (10) days after receipt of notice from such Holder of its selection
        of
        such firm to object thereto, in which case such Holder shall select another
        such
        firm and the Issuer shall have no such right of objection. The Independent
        Appraiser selected by the Holder of this Warrant as provided in the preceding
        sentence shall be instructed to deliver a written opinion as to such matters
        to
        the Issuer and such Holder within thirty (30) days after submission to it
        of
        such dispute. Such opinion shall be final and binding on the parties hereto.
        The
        reasonable expenses of the Independent Appraiser in making such determination
        shall be paid by the Issuer, in the event the Holder's calculation was correct,
        or by the Holder, in the event the Issuer’s calculation was correct, or equally
        by the Issuer and the Holder in the event that neither the Issuer's or the
        Holder's calculation was correct.

       

      ARTICLE
        LIIIFractional
        Shares.
        No fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        round
        the number of shares to be issued upon exercise up to the nearest whole number
        of shares.

       

      ARTICLE
        LIVOwnership
        Cap and Exercise Restriction.
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Series B Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Series B Stock owned by such Holder at
        such
        time, the number of shares of Series B Stock which would result in such Holder
        beneficially owning, upon conversion of the Series B Stock (as determined
        in
        accordance with Section 13(d) of the Exchange Act and the rules thereunder)
        in
        excess of 4.99% of the then issued and outstanding shares of Common Stock;
        provided,
        however,
        that upon a holder of this Warrant providing the Issuer with sixty-one (61)
        days
        notice (pursuant to Section 13 hereof) (the “Waiver
        Notice”)
        that such Holder would like to waive this Section 7 with regard to any or
        all
        shares of Series B Stock issuable upon exercise of this Warrant, this Section
        7
        will be of no force or effect with regard to all or a portion of the Warrant
        referenced in the Waiver Notice; provided,
        further,
        that this provision shall be of no further force or effect during the sixty-one
        (61) days immediately preceding the expiration of the term of this
        Warrant.


      
        
          
          

        

        
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      ARTICLE
        LVRegistration
        Rights.
        The Holder of this Warrant is entitled to the benefit of certain registration
        rights with respect to the shares of Underlying Common Stock issuable upon
        the
        conversion of the Warrant Stock issuable upon exercise of this Warrant pursuant
        to that certain Registration Rights Agreement, of even date herewith, by
        and
        among the Company and Persons listed on Schedule I thereto (the
“Registration
        Rights Agreement”)
        and the registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant by any subsequent Holder may only be assigned
        in accordance with the terms and provisions of the Registrations Rights
        Agreement.

       

      ARTICLE
        LVIDefinitions.
        For the purposes of this Warrant, the following terms have the following
        meanings:

       

      “Additional
        Shares of Preferred Stock”
means
        all shares of Preferred Stock issued by the Issuer after the Original Issue
        Date, and all shares of Other Preferred, if any, issued by the Issuer after
        the
        Original Issue Date, except: (i) securities issued pursuant to a bona fide
        firm
        underwritten public offering of the Company’s securities, provided such
        underwritten public offering has been approved in advance by the holders
        of more
        than fifty percent (50%) of the then outstanding shares of Series B issued
        pursuant to the Purchase Agreement (the “Majority
        Holders”),
        (ii)
        securities issued (other than for cash) in connection with a strategic merger,
        acquisition, or consolidation, provided that the issuance of such securities
        in
        connection with such strategic merger, acquisition, or consolidation has
        been
        approved in advance by the Majority Holders, (iii) securities issued pursuant
        to
        the conversion or exercise of convertible or exercisable securities issued
        or
        outstanding on or prior to the date of the Purchase Agreement (so long as
        the
        conversion or exercise price in such securities are not amended to lower
        such
        price and/or adversely affect the Holders) or issued pursuant to the Purchase
        Agreement, (iv) the Warrant Stock, (v) securities issued in connection with
        bona
        fide strategic license agreements or other partnering arrangements so long
        as
        such issuances are not for the purpose of raising capital and provided that
        the
        issuance of such securities in connection with such bona fide strategic license
        agreements or other partnering arrangements has been approved in advance
        by the
        Majority Holders, and (vi) any warrants, shares of Preferred Stock or other
        securities issued to a placement agent and its designees for the transactions
        contemplated by the Purchase Agreement or in any other sales of the Issuer’s
        securities and any securities issued in connection with any financial advisory
        agreements of the Issuer and the shares of Preferred Stock or Common Stock
        issued upon exercise of any such warrants or conversions of any such other
        securities.


      
        
          
          

        

        
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      “Articles
        of Incorporation”
means
        the Articles of Incorporation of the Issuer as in effect on the Original
        Issue
        Date, and as hereafter from time to time amended, modified, supplemented
        or
        restated in accordance with the terms hereof and thereof and pursuant to
        applicable law.

       

      “Board”
shall
        mean the Board of Directors of the Issuer.

       

      “Capital
        Stock”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

       

      “Preferred
        Stock”
means
        any class or series of Preferred Stock, $0.001 par value per share, of the
        Issuer as designated by the Board, and any other Capital Stock into which
        such
        stock may hereafter be changed.

       

      “Preferred
        Stock Equivalent”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Preferred Stock or any Convertible
        Security.

       

      “Convertible
        Securities”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Preferred Stock. The term “Convertible Security” means one of the Convertible
        Securities.

       

      “Governmental
        Authority”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.

       

      “Holders”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.

       

      “Independent
        Appraiser”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.

       

      “Issuer”
means
        Victory Divide Mining Company, a Nevada corporation, and its
        successors.

       

      “Original
        Issue Date”
means
        October 3, 2007.


      
        
          
          

        

        
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      “OTC
        Bulletin Board”
means
        the over-the-counter electronic bulletin board.

       

      “Other
        Preferred”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Preferred Stock) and
        which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.

       

      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.

       

      “Per
        Share Market Value”
means
        on any particular date (a) the last closing price per share of the Common
        Stock
        on such date on the OTC Bulletin Board or another registered national stock
        exchange on which the Common Stock is then listed, or if there is no closing
        price on such date, then the closing bid price on such date, or if there
        is no
        closing bid price on such date, then the closing price on such exchange or
        quotation system on the date nearest preceding such date, or (b) if the Common
        Stock is not listed then on the OTC Bulletin Board or any registered national
        stock exchange, the last closing price for a share of Common Stock in the
        over-the-counter market, as reported by the OTC Bulletin Board or in the
        National Quotation Bureau Incorporated or similar organization or agency
        succeeding to its functions of reporting prices) at the close of business
        on
        such date, or if there is no closing price on such date, then the closing
        bid
        price on such date, or (c) if the Common Stock is not then reported by the
        OTC
        Bulletin Board or the National Quotation Bureau Incorporated (or similar
        organization or agency succeeding to its functions of reporting prices),
        then
        the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
        such date of determination, or (d) if the Common Stock is not then publicly
        traded the fair market value of a share of Common Stock as determined by
        an
        Independent Appraiser selected in good faith by the Majority Holders;
provided,
        however,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided,
        further,
        that
        all determinations of the Per Share Market Value shall be appropriately adjusted
        for any stock dividends, stock splits or other similar transactions during
        such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.

       

      “Purchase
        Agreement”
means
        the Series B Convertible Preferred Stock Purchase Agreement dated as of October
        3, 2007, among the Issuer and the Purchasers.

       

      “Purchasers”
means
        the purchasers of the Series B Convertible Preferred Stock and the Warrants
        issued by the Issuer pursuant to the Purchase Agreement.


      
        
          
          

        

        
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      “Securities”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.

       

      “Series
        B Stock”
means
        the Series B convertible preferred stock, par value $0.001 per share of the
        Issuer.

       

      “Subsidiary”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

       

      “Term”
has
        the
        meaning specified in Section 1 hereof.

       

      “Trading
        Day”
means
        (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
        or (b)
        if the Common Stock is not traded on the OTC Bulletin Board, a day on which
        the
        Common Stock is quoted in the over-the-counter market as reported by the
        National Quotation Bureau Incorporated (or any similar organization or agency
        succeeding its functions of reporting prices); provided,
        however,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
        any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.

       

      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: the Nasdaq Capital Market, the Nasdaq
        Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
        or
        the OTC Bulletin Board.

       

      “Underlying
        Common Stock”,
        means
        shares of Common Stock issuable upon conversion of the Series B Stock issuable
        upon exercise of this Warrant.

       

      “Voting
        Stock”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.

       

      “VWAP”
means,
        for any date, the price determined by the first of the following clauses
        that
        applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
        the daily volume weighted average price of the Common Stock for such date
        (or
        the nearest preceding date) on the Trading Market on which the Common Stock
        is
        then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
        from
        9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the
        OTC
        Bulletin Board is not a Trading Market, the volume weighted average price
        of the
        Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
        Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
        Board and if prices for the Common Stock are then reported in the "Pink Sheets"
        published by Pink Sheets, LLC (or a similar organization or agency succeeding
        to
        its functions of reporting prices), the most recent bid price per share of
        the
        Common Stock so reported; or (d) in all other cases, the fair market value
        of a
        share of Common Stock as determined by an independent appraiser selected
        in good
        faith by the Holders of a majority in interest of the Warrants then outstanding
        and reasonably acceptable to the Company, the fees and expenses of which
        shall
        be paid by the Company.


      
        
          
          

        

        
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      “Warrants”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of Section
        2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

       

      “Warrant
        Price”
        initially means $ 2.37, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

       

      “Warrant
        Share Number”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.

       

      “Warrant
        Stock”
means
        Series B Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.

       

      ARTICLE
        LVIIOther
        Notices.
        In case at any time:

       

      Section
        57.1 the
        Issuer shall make any distributions to the holders of Preferred Stock;
        or

       

      Section
        57.2 the
        Issuer shall authorize the granting to all holders of its Preferred Stock
        of
        rights to subscribe for or purchase any shares of Capital Stock of any class
        or
        other rights; or

       

      Section
        57.3 there
        shall be any reclassification of the Capital Stock of the Issuer;
        or

       

      Section
        57.4 there
        shall be any capital reorganization by the Issuer; or

       

      Section
        57.5 there
        shall be any (i) consolidation or merger involving the Issuer or (ii) sale,
        transfer or other disposition of all or substantially all of the Issuer’s
        property, assets or business (except a merger or other reorganization in
        which
        the Issuer shall be the surviving corporation and its shares of Capital Stock
        shall continue to be outstanding and unchanged and except a consolidation,
        merger, sale, transfer or other disposition involving a wholly-owned
        Subsidiary); or

       

      Section
        57.6 there
        shall be a voluntary or involuntary dissolution, liquidation or winding-up
        of
        the Issuer or any partial liquidation of the Issuer or distribution to holders
        of Preferred Stock Stock;


      
        
          
          

        

        
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      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Preferred
        Stock of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Preferred
        Stock
        for securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer’s transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Preferred Stock.

       

      ARTICLE
        LVIIIAmendment
        and Waiver.
        Any term, covenant, agreement or condition in this Warrant may be amended,
        or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Holder; provided,
        however,
        that no such amendment or waiver shall reduce the Warrant Share Number, increase
        the Warrant Price, shorten the period during which this Warrant may be exercised
        or modify any provision of this Section 11 without the consent of the Holder
        of
        this Warrant. No consideration shall be offered or paid to any person to
        amend
        or consent to a waiver or modification of any provision of this Warrant unless
        the same consideration is also offered to all holders of the
        Warrants.

       

      ARTICLE
        LIXGoverning
        Law; Jurisdiction.
        This Warrant shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise forum non conveniens
        or any other argument that New York is not the proper venue. The Issuer and
        the
        Holder irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Issuer and the Holder consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        to
        such party at the address in effect for notices to it under this Warrant
        and
        agree that such service shall constitute good and sufficient service of process
        and notice thereof. Nothing in this Section 12 shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Issuer and the
        Holder
        hereby agree that the prevailing party in any suit, action or proceeding
        arising
        out of or relating to this Warrant or the Purchase Agreement, shall be entitled
        to reimbursement for reasonable legal fees from the non-prevailing party.
        The
        parties hereby waive all rights to a trial by jury.

       

      ARTICLE
        LXNotices.
        All notices, demands, consents, requests, instructions and other communications
        to be given or delivered or permitted under or by reason of the provisions
        of
        this Agreement or in connection with the transactions contemplated hereby
        shall
        be in writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 13), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.


      
        
          
          

        

        
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                If
                  to the Issuer: 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900  

                Tel:
                  86-469-467-8077

                Fax:
                  86-469-469-3000

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Gusov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to any Holder:

              	
                To
                  the address set forth in Schedule I

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.


      
        
          
          

        

        
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      ARTICLE
        LXIWarrant
        Agent.
        The Issuer may, by written notice to the Holder of this Warrant, appoint
        an
        agent having an office in New York, New York for the purpose of issuing shares
        of Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.

       

      ARTICLE
        LXIIRemedies.
        The Issuer stipulates that the remedies at law of the Holder of this Warrant
        in
        the event of any default or threatened default by the Issuer in the performance
        of or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

       

      ARTICLE
        LXIIISuccessors
        and Assigns.
        This Warrant and the rights evidenced hereby shall inure to the benefit of
        and
        be binding upon the successors and assigns of the Issuer, the Holder hereof
        and
        (to the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto, and shall be enforceable by any such Holder or Holder of Warrant
        Stock.

       

      ARTICLE
        LXIVModification
        and Severability.
        If, in any action before any court or agency legally empowered to enforce
        any
        provision contained herein, any provision hereof is found to be unenforceable,
        then such provision shall be deemed modified to the extent necessary to make
        it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.

       

      ARTICLE
        LXVHeadings.
        The headings of the Sections of this Warrant are for convenience of reference
        only and shall not, for any purpose, be deemed a part of this
        Warrant.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Issuer has executed this Series J Warrant as of the
        day and
        year first above written.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
        __/s/
        Shulin Liu___

       

      Name:
        Shulin Liu

      
         

      

      Title:
        Chief Executive Officer


      
        
          
          

        

        
          144

          
            

          

        

        
          
          

        

      


       

      Schedule
        I

      Purchasers


      
        	
                Investor

              	 	
                Investment

              	 	
                 

                 

                 

                 

                 

                Common
                  Stock

              	 	
                Series
                  A Shares Purchased

              	 	
                Series
                  A Warrants

              	 	
                Series
                  B Warrants

              	 	
                Series
                  J Warrants

              	 	
                 

                 

                 

                 

                 

                Series
                  C 

                Warrants

              	 	
                 

                 

                 

                 

                 

                Series
                  D

                Warrants

              	 
	
                Vision
                  Opportunity Master Fund Ltd.

              	 	
                $

              	
                8,000,000

              	 	 	
                525,000

              	 	 	
                3,720,930

              	 	 	
                3,720,930

              	 	 	
                1,860,465

              	 	 	
                3,382,664

              	 	 	
                3,382,664

              	 	 	
                1,691,332

              	 
	
                Sansar
                  Capital Special Opportunity Master Fund, LP (Cayman
                  Master)

              	 	
                $

              	
                5,950,000

              	 	 	
                
                

                
                

                --

              	 	 	
                
                

                
                

                2,767,442

              	 	 	
                
                

                
                

                2,767,442

              	 	 	
                
                

                
                

                1,383,721

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                1,257,928

              	 
	
                Vicis
                  Capital Master Fund

              	 	
                $

              	
                4,500,000

              	 	 	
                --

              	 	 	
                2,093,023

              	 	 	
                2,093,023

              	 	 	
                1,046,512

              	 	 	
                1,902,748

              	 	 	
                1,902,748

              	 	 	
                951,374

              	 
	
                Precept
                  Capital Master Fund, GP

              	 	
                $

              	
                500,000

              	 	 	
                
                

                --

              	 	 	
                
                

                232,558

              	 	 	
                
                

                232,558

              	 	 	
                
                

                116,279

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Penn
                  Footwear

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                116,279

              	 	 	
                116,279

              	 	 	
                58,140

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Crescent
                  International Limited

              	 	
                $

              	
                300,000

              	 	 	
                
                

                --

              	 	 	
                
                

                139,353

              	 	 	
                
                

                139,353

              	 	 	
                
                

                69,767

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Benefit
                  Grand Investments

              	 	
                $

              	
                500,000

              	 	 	
                --

              	 	 	
                232,558

              	 	 	
                232,558

              	 	 	
                116,279

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Golden
                  Bridge Asset Management

              	 	
                $

              	
                1,000,000

              	 	 	
                --

              	 	 	
                465,116

              	 	 	
                465,116

              	 	 	
                232,558

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Leland
                  C Ackerley

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                116,279

              	 	 	
                116,279

              	 	 	
                58,140

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Newberg
                  Road Partners, LP

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                116,279

              	 	 	
                116,279

              	 	 	
                58,140

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 


      


      
        
          
          

        

        
          145

          
            

          

        

        
          
          

        

      


       

      EXERCISE
        FORM

      SERIES
        J
        WARRANT

       

      [_________________________________________]

       

      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of
        ________________________________ covered by the within Warrant.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________

       

      The
        undersigned is an “accredited investor” as defined in Regulation D under the
        Securities Act of 1933, as amended.

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      PARTIAL
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.


      
        	
                Dated:

              	
                       

              	
                      

              	
                Signature

              	
                      

              
	 	 	 	 	 
	 	 	 	
                Address

              	
                      

              
	 	 	 	 	
                      

              
	 	 	 	 	 



        
          
            
            

          

          
            146

            
              

            

          

          
            
            

          

        



       

      FOR
        USE
        BY THE ISSUER ONLY:

       

      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefore in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.

       



      
        
          
          

        

        
          147

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        C-4 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT 

      ____________________________________________________

       

      FORM
        OF SERIES C WARRANT


       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

       

      SERIES
        C
        WARRANT TO PURCHASE

       

      SHARES
        OF
        COMMON STOCK

       

      OF

       

      VICTORY
        DIVIDE MINING COMPANY

       

      Expires
        on October 2, 2012

       

      No.:
        W-C-07-                                                 Number
        of
        Shares: Up to __________

      Date
        of
        Issuance: October 3, 2007

       

      FOR
        VALUE
        RECEIVED, the undersigned, Victory Divide Mining Company, a Nevada corporation
        (together with its successors and assigns, the “Issuer”),
        hereby certifies that _____________
        or
        its
        registered assigns (the “Holder”)
        is
        entitled to subscribe for and purchase, during the Term (as hereinafter
        defined), up to __________
        shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price per share equal to the Warrant Price then in effect, subject, however,
        to
        the provisions and upon the terms and conditions hereinafter set forth.


       

      ARTICLE
        LXVITerm.
        The term of this Warrant shall commence on October 3, 2007 and shall expire
        at
        6:00 p.m., Eastern Time, on October 2, 2012 (such period being the
“Term”
        and such date, the “Termination
        Date”).

       

      ARTICLE
        LXVIIMethod
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange.


      
        
          
          

        

        
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      Section
        67.1 Time
        of Exercise.
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term for such number of shares of Common Stock into which the
        Series B Convertible Preferred Stock that have been exercised by the Holder
        pursuant to the Series J Warrant issued by the Issuer to the Holder pursuant
        to
        the Purchase Agreement may be converted.

       

      Section
        67.2 Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefor equal to the Warrant Price in effect on the date of
        such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder’s election
        (i) by certified or official bank check or by wire transfer to an account
        designated by the Issuer, (ii) by “cashless exercise” in accordance with Section
        2(c), but only when a registration statement under the Securities Act providing
        for the resale of the Warrant Stock is not then in effect, or (iii) by a
        combination of the foregoing methods of payment selected by the Holder of
        this
        Warrant.

       

      Section
        67.3 Cashless
        Exercise.
        Notwithstanding any provision herein to the contrary, and (i) the volume
        weighted average price of one share of Common Stock on the OTC Bulletin Board
        or
        such other securities exchange on which the Common Stock is then traded or
        included for quotation, for any ten (10) consecutive Trading Days is greater
        than the Warrant Price (at or prior to the date of calculation as set forth
        below) and (ii) commencing eighteen (18) months following the Original Issue
        Date if a registration statement under the Securities Act providing for the
        resale of the Warrant Stock (A) has not been declared effective by the
        Securities and Exchange Commission by the date such registration statement
        is
        required to be effective pursuant to the Registration Rights Agreement (as
        defined in Section 8), or (B) is not effective at the time of exercise of
        this
        Warrant, unless the registration statement is not effective as a result of
        the
        Issuer exercising its rights under Section 3(n) of the Registration Rights
        Agreement, in lieu of exercising this Warrant by payment of cash, the Holder
        may
        exercise this Warrant by a cashless exercise and shall receive the number
        of
        shares of Common Stock equal to an amount (as determined below) by surrender
        of
        this Warrant at the principal office of the Issuer together with the properly
        endorsed Notice of Exercise in which event the Issuer shall issue to the
        Holder
        a number of shares of Common Stock computed using the following
        formula:

      
        	 	 
	 	
                X
                  =
                  Y - (A)(Y)

              
	 	
                B

              
	 	 	 
	
                Where
                  

              	
                X
                  =
                  

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder.

              
	 	 	 
	 	
                Y
                  =
                  

              	
                the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being exercised.

              
	 	 	 
	 	
                A
                  =
                  

              	
                the
                  Warrant Price.

              
	 	 	 
	 	
                B
                  =
                  

              	
                the
                  Per Share Market Value of one share of Common
                  Stock.

              


      

       

      



      
        
          
          

        

        
          149

          
            

          

        

        
          
          

        

      


       

      Section
        67.4 Issuance
        of Stock Certificates.
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of such exercise and delivered to the Holder
        hereof within a reasonable time, not exceeding three (3) Trading Days after
        such
        exercise (the “Delivery
        Date”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect
        or that the shares of Warrant Stock are otherwise exempt from registration),
        issued and delivered to the Depository Trust Company (“DTC”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“DWAC”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise.
        Notwithstanding the foregoing to the contrary, the Issuer or its transfer
        agent
        shall only be obligated to issue and deliver the shares to the DTC on a holder’s
        behalf via DWAC if such exercise is in connection with a sale or other exemption
        from registration by which the shares may be issued without a restrictive
        legend
        and the Issuer and its transfer agent are participating in DTC through the
        DWAC
        system. The Holder shall deliver this original Warrant, or an indemnification
        undertaking with respect to such Warrant in the case of its loss, theft or
        destruction, at such time that this Warrant is fully exercised. With respect
        to
        partial exercises of this Warrant, the Issuer shall keep written records
        for the
        Holder of the number of shares of Warrant Stock exercised as of each date
        of
        exercise.

       

      Section
        67.5 Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the Delivery
        Date, and if after such date the Holder is required by its broker to purchase
        (in an open market transaction or otherwise) shares of Common Stock to deliver
        in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
        anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of shares of Warrant Stock that the Issuer was
        required to deliver to the Holder in connection with the exercise at issue
        times
        (B) the price at which the sell order giving rise to such purchase obligation
        was executed, and (2) at the option of the Holder, either reinstate the portion
        of the Warrant and equivalent number of shares of Warrant Stock for which
        such
        exercise was not honored or deliver to the Holder the number of shares of
        Common
        Stock that would have been issued had the Issuer timely complied with its
        exercise and delivery obligations hereunder. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a
        Buy-In with respect to an attempted exercise of shares of Common Stock with
        an
        aggregate sale price giving rise to such purchase obligation of $10,000,
        under
        clause (1) of the immediately preceding sentence the Issuer shall be required
        to
        pay the Holder $1,000. The Holder shall provide the Issuer written notice
        indicating the amounts payable to the Holder in respect of the Buy-In, together
        with applicable confirmations and other evidence reasonably requested by
        the
        Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies
        available to it hereunder, at law or in equity including, without limitation,
        a
        decree of specific performance and/or injunctive relief with respect to the
        Issuer’s failure to timely deliver certificates representing shares of Common
        Stock upon exercise of this Warrant as required pursuant to the terms
        hereof.


      
        
          
          

        

        
          150

          
            

          

        

        
          
          

        

      


       

      Section
        67.6 Transferability
        of Warrant.
        Subject
        to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole
        or
        in part, without the consent of the Issuer. If transferred pursuant to this
        paragraph, this Warrant may be transferred on the books of the Issuer by
        the
        Holder hereof in person or by duly authorized attorney, upon surrender of
        this
        Warrant at the principal office of the Issuer, properly endorsed (by the
        Holder
        executing an assignment in the form attached hereto) and upon payment of
        any
        necessary transfer tax or other governmental charge imposed upon such transfer.
        This Warrant is exchangeable at the principal office of the Issuer for Warrants
        to purchase the same aggregate number of shares of Warrant Stock, each new
        Warrant to represent the right to purchase such number of shares of Warrant
        Stock as the Holder hereof shall designate at the time of such exchange.
        All
        Warrants issued on transfers or exchanges shall be dated the Original Issue
        Date
        and shall be identical with this Warrant except as to the number of shares
        of
        Warrant Stock issuable pursuant thereto.

       

      Section
        67.7 Continuing
        Rights of Holder.
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided that if any such Holder shall fail to
        make
        any such request, the failure shall not affect the continuing obligation
        of the
        Issuer to afford such rights to such Holder.

       

      Section
        67.8 Compliance
        with Securities Laws.

       

      (i) The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder’s own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.

       

      (ii) Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.


      
        
          
          

        

        
          151

          
            

          

        

        
          
          

        

      


       

      (iii) The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer. Such proposed
        transfer will not be effected until: (a) either (i) the Issuer has received
        an
        opinion of counsel reasonably satisfactory to the Issuer, to the effect that
        the
        registration of such securities under the Securities Act is not required
        in
        connection with such proposed transfer, (ii) a registration statement under
        the
        Securities Act covering such proposed disposition has been filed by the Issuer
        with the Securities and Exchange Commission and has become effective under
        the
        Securities Act, (iii) the Issuer has received other evidence reasonably
        satisfactory to the Issuer that such registration and qualification under
        the
        Securities Act and state securities laws are not required, or (iv) the Holder
        provides the Issuer with reasonable assurances that such security can be
        sold
        pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
        or (ii) compliance with applicable state securities or “blue sky” laws has been
        effected or a valid exemption exists with respect thereto. The Issuer will
        respond to any such notice from a holder within three (3) Trading Days. In
        the
        case of any proposed transfer under this Section 2(h), the Issuer will use
        reasonable efforts to comply with any such applicable state securities or
“blue
        sky” laws, but shall in no event be required, (x) to qualify to do business in
        any state where it is not then qualified, (y) to take any action that would
        subject it to tax or to the general service of process in any state where
        it is
        not then subject, or (z) to comply with state securities or “blue sky” laws of
        any state for which registration by coordination is unavailable to the Issuer.
        The restrictions on transfer contained in this Section 2(h) shall be in addition
        to, and not by way of limitation of, any other restrictions on transfer
        contained in any other section of this Warrant. Whenever a certificate
        representing the Warrant Stock is required to be issued to the Holder without
        a
        legend, in lieu of delivering physical certificates representing the Warrant
        Stock, the Issuer shall cause its transfer agent to electronically transmit
        the
        Warrant Stock to the Holder by crediting the account of the Holder or Holder’s
        Prime Broker with DTC through its DWAC system (to the extent not inconsistent
        with any provisions of this Warrant or the Purchase Agreement).

       

      Section
        67.9 Accredited
        Investor Status.
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities
        Act.

       

      ARTICLE
        LXVIIIStock
        Fully Paid; Reservation and Listing of Shares;
        Covenants.

       

      Section
        68.1 Stock
        Fully Paid.
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and non-assessable and free from
        all
        taxes, liens and charges created by or through the Issuer. The Issuer further
        covenants and agrees that during the period within which this Warrant may
        be
        exercised, the Issuer will at all times have authorized and reserved for
        the
        purpose of the issuance upon exercise of this Warrant a number of authorized
        but
        unissued shares of Common Stock equal to at least one hundred percent (100%)
        of
        the number of shares of Common Stock issuable upon exercise of this Warrant
        without regard to any limitations on exercise.


      
        
          
          

        

        
          152

          
            

          

        

        
          
          

        

      


       

      Section
        68.2 Reservation.
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, and maintain and increase when necessary such listing, of, all shares
        of Warrant Stock from time to time issued upon exercise of this Warrant or
        as
        otherwise provided hereunder (provided that such Warrant Stock has been
        registered pursuant to a registration statement under the Securities Act
        then in
        effect), and, to the extent permissible under the applicable securities exchange
        rules, all unissued shares of Warrant Stock which are at any time issuable
        hereunder, so long as any shares of Common Stock shall be so listed. The
        Issuer
        will also so list on each securities exchange or market, and will maintain
        such
        listing of, any other securities which the Holder of this Warrant shall be
        entitled to receive upon the exercise of this Warrant if at the time any
        securities of the same class shall be listed on such securities exchange
        or
        market by the Issuer.

       

      Section
        68.3 Covenants.
        The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the Articles
        of Incorporation or by-laws of the Issuer in any manner that would adversely
        affect the rights of the Holders of the Warrants, (iii) take all such action
        as
        may be reasonably necessary in order that the Issuer may validly and legally
        issue fully paid and nonassessable shares of Common Stock, free and clear
        of any
        liens, claims, encumbrances and restrictions (other than as provided herein)
        upon the exercise of this Warrant, and (iv) use its best efforts to obtain
        all
        such authorizations, exemptions or consents from any public regulatory body
        having jurisdiction thereof as may be reasonably necessary to enable the
        Issuer
        to perform its obligations under this Warrant.

       

      Section
        68.4 Loss,
        Theft, Destruction of Warrants.
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.


      
        
          
          

        

        
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      Section
        68.5 Payment
        of Taxes.
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided,
        however,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.

       

      ARTICLE
        LXIXAdjustment
        of Warrant Price.
        The price at which such shares of Warrant Stock may be purchased upon exercise
        of this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.

       

      Section
        69.1 Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale.

       

      (i) In
        case
        the Issuer after the Original Issue Date shall do any of the following (each,
        a
“Triggering
        Event”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made to the Warrant Price and the number of shares of
        Warrant
        Stock that may be purchased upon exercise of this Warrant so that, upon the
        basis and the terms and in the manner provided in this Warrant, the Holder
        of
        this Warrant shall be entitled upon the exercise hereof at any time after
        the
        consummation of such Triggering Event, to the extent this Warrant is not
        exercised prior to such Triggering Event, to receive at the Warrant Price
        in
        effect at the time immediately prior to the consummation of such Triggering
        Event, in lieu of the Common Stock issuable upon such exercise of this Warrant
        prior to such Triggering Event, the Securities, cash and property to which
        such
        Holder would have been entitled upon the consummation of such Triggering
        Event
        if such Holder had exercised the rights represented by this Warrant immediately
        prior thereto (including the right of a shareholder to elect the type of
        consideration it will receive upon a Triggering Event), subject to adjustments
        (subsequent to such corporate action) as nearly equivalent as possible to
        the
        adjustments provided for elsewhere in this Section 4; provided,
        however,
        the
        Holder at its option may elect to receive an amount in unregistered shares
        of
        the common stock of the surviving entity equal to the value of this Warrant
        calculated in accordance with the Black-Scholes formula; provided,
        further,
        such
        shares of Common Stock shall be valued at a twenty percent (20%) discount
        to the
        VWAP of the Common Stock for the twenty (20) Trading Days immediately prior
        to
        the Triggering Event. Immediately upon the occurrence of a Triggering Event,
        the
        Issuer shall notify the Holder in writing of such Triggering Event and provide
        the calculations in determining the number of shares of Warrant Stock issuable
        upon exercise of the new warrant and the adjusted Warrant Price. Upon the
        Holder’s request, the continuing or surviving corporation as a result of such
        Triggering Event shall issue to the Holder a new warrant of like tenor
        evidencing the right to purchase the adjusted number of shares of Warrant
        Stock
        and the adjusted Warrant Price pursuant to the terms and provisions of this
        Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section
        4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering
        Event is a company that has a class of equity securities registered pursuant
        to
        the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”),
        and
        its common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is registered pursuant to the Exchange Act or its common stock is not
        listed or quoted on a national securities exchange, national automated quotation
        system or the OTC Bulletin Board, then the Holder shall have the right to
        demand
        that the Issuer pay to the Holder an amount in cash equal to the value of
        this
        Warrant calculated in accordance with the Black-Scholes
        formula.


      
        
          
          

        

        
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      (ii) In
        the
        event that the Holder has elected not to exercise this Warrant prior to the
        consummation of a Triggering Event and has also elected not to receive an
        amount
        in cash equal to the value of this Warrant calculated in accordance with
        the
        Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above,
        so
        long as the surviving entity pursuant to any Triggering Event is a company
        that
        has a class of equity securities registered pursuant to the Exchange Act
        and its
        common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board, the surviving entity
        and/or each Person (other than the Issuer) which may be required to deliver
        any
        Securities, cash or property upon the exercise of this Warrant as provided
        herein shall assume, by written instrument delivered to, and reasonably
        satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
        under this Warrant (and if the Issuer shall survive the consummation of such
        Triggering Event, such assumption shall be in addition to, and shall not
        release
        the Issuer from, any continuing obligations of the Issuer under this Warrant)
        and (B) the obligation to deliver to such Holder such Securities, cash or
        property as, in accordance with the foregoing provisions of this subsection
        (a),
        such Holder shall be entitled to receive, and the surviving entity and/or
        each
        such Person shall have similarly delivered to such Holder an opinion of counsel
        for the surviving entity and/or each such Person, which counsel shall be
        reasonably satisfactory to such Holder, or in the alternative, a written
        acknowledgement executed by the President or Chief Financial Officer of the
        Issuer, stating that this Warrant shall thereafter continue in full force
        and
        effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which the surviving entity and/or each such Person may be required
        to deliver upon any exercise of this Warrant or the exercise of any rights
        pursuant hereto.

       

      Section
        69.2 Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time the Issuer shall:


      
        
          
          

        

        
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      (a) make
        or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive a dividend payable in, or other distribution
        of,
        shares of Common Stock,

       

      (b) subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

       

      (c) combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

       

      Section
        69.3 Certain
        Other Distributions.
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Common Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:

       

      (a) cash,

       

      (b) any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or

       

      (c) any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm mutually
        agreed upon by the Issuer and the Holder) of any and all such evidences of
        indebtedness, shares of stock, other securities or property or warrants or
        other
        subscription or purchase rights so distributable, and (2) the Warrant Price
        then
        in effect shall be adjusted to equal (A) the Warrant Price then in effect
        multiplied by the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately prior to the adjustment divided by (B) the number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        after
        such adjustment. A reclassification of the Common Stock (other than a change
        in
        par value, or from par value to no par value or from no par value to par
        value)
        into shares of Common Stock and shares of any other class of stock shall
        be
        deemed a distribution by the Issuer to the holders of its Common Stock of
        such
        shares of such other class of stock within the meaning of this Section 4(c)
        and,
        if the outstanding shares of Common Stock shall be changed into a larger
        or
        smaller number of shares of Common Stock as a part of such reclassification,
        such change shall be deemed a subdivision or combination, as the case may
        be, of
        the outstanding shares of Common Stock within the meaning of Section
        4(b).


      
        
          
          

        

        
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      Section
        69.4 Issuance
        of Additional Shares of Common Stock.
        

       

      (a) For
        the
        period commencing on the Original Issue Date and ending on the two (2) year
        anniversary of the Original Issue Date, in the event the Issuer shall issue
        any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price upon each such issuance shall be adjusted to the price equal to the
        consideration per share paid for such Additional Shares of Common
        Stock.

       

      (b) For
        the
        period commencing on the two (2) year anniversary of the Original Issue Date
        and
        ending on the Termination Date, in the event the Issuer shall issue any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price then in effect shall multiplied by a fraction (a) the numerator of
        which
        shall be equal to the sum of (x) the number of shares of outstanding Common
        Stock immediately prior to the issuance of such Additional Shares of Common
        Stock plus (y) the number of shares of Common Stock (rounded to the nearest
        whole share) which the aggregate consideration for the total number of such
        Additional Shares of Common Stock so issued would purchase at a price per
        share
        equal to the Warrant Price then in effect and (b) the denominator of which
        shall
        be equal to the number of shares of outstanding Common Stock immediately
        after
        the issuance of such Additional Shares of Common Stock. For purposes of this
        Section, all shares of Common Stock issuable upon exercise of options
        outstanding immediately prior to such issue or upon conversion of Convertible
        Securities (as defined below) (including Series A Convertible Preferred Stock
        of
        the Company, par value $.001 per share) outstanding immediately prior to
        such
        issue are deemed outstanding. No adjustment of the number of shares of Common
        Stock for which this Warrant shall be exercisable shall be made pursuant
        to this
        Section 4(d)(ii) upon the issuance of any Additional Shares of Common Stock
        which are issued pursuant to the exercise of any Common Stock Equivalents,
        if
        any such adjustment shall previously have been made upon the issuance of
        such
        Common Stock Equivalents (or upon the issuance of any warrant or other rights
        therefor) pursuant to Section 4(e).

       

      Section
        69.5 Issuance
        of Common Stock Equivalents.
        In the
        event the Issuer shall take a record of the holders of its Common Stock for
        the
        purpose of entitling them to receive a distribution of, or shall in any manner
        (whether directly or by assumption in a merger in which the Issuer is the
        surviving corporation) issue or sell, any Common Stock Equivalents, whether
        or
        not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Common Stock is issuable upon such conversion
        or exchange shall be less than the Warrant Price in effect immediately prior
        to
        the time of such issue or sale, or if, after any such issuance of Common
        Stock
        Equivalents, the price per share for which Additional Shares of Common Stock
        may
        be issuable thereafter is amended or adjusted, and such price as so amended
        shall be less than the Warrant Price in effect at the time of such amendment
        or
        adjustment, then the Warrant Price then in effect shall be adjusted as provided
        in Section 4(d)(i) or (ii), as applicable. No further adjustments of the
        number
        of shares of Common Stock for which this Warrant is exercisable and the Warrant
        Price then in effect shall be made upon the actual issue of such Common Stock
        upon conversion or exchange of such Common Stock Equivalents.


      
        
          
          

        

        
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      Section
        69.6 Other
        Provisions Applicable to Adjustments under this Section.
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section 4:

       

      (i) Computation
        of Consideration.
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving corporation
        (other
        than any consolidation or merger in which the previously outstanding shares
        of
        Common Stock of the Issuer shall be changed to or exchanged for the stock
        or
        other securities of another corporation), the amount of consideration therefore
        shall be, deemed to be the fair value, as determined reasonably and in good
        faith by the Board, and acceptable to the Holder, of such portion of the
        assets
        and business of the nonsurviving corporation as the Board may determine to
        be
        attributable to such shares of Common Stock or Common Stock Equivalents,
        as the
        case may be. The consideration for any Additional Shares of Common Stock
        issuable pursuant to any warrants or other rights to subscribe for or purchase
        the same shall be the consideration received by the Issuer for issuing such
        warrants or other rights plus the additional consideration payable to the
        Issuer
        upon exercise of such warrants or other rights. The consideration for any
        Additional Shares of Common Stock issuable pursuant to the terms of any Common
        Stock Equivalents shall be the consideration received by the Issuer for issuing
        warrants or other rights to subscribe for or purchase such Common Stock
        Equivalents, plus the consideration paid or payable to the Issuer in respect
        of
        the subscription for or purchase of such Common Stock Equivalents, plus the
        additional consideration, if any, payable to the Issuer upon the exercise
        of the
        right of conversion or exchange in such Common Stock Equivalents. In the
        event
        of any consolidation or merger of the Issuer in which the Issuer is not the
        surviving corporation or in which the previously outstanding shares of Common
        Stock of the Issuer shall be changed into or exchanged for the stock or other
        securities of another corporation, or in the event of any sale of all or
        substantially all of the assets of the Issuer for stock or other securities
        of
        any corporation, the Issuer shall be deemed to have issued a number of shares
        of
        its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. In the event any consideration received
        by
        the Issuer for any securities consists of property other than cash, the fair
        market value thereof at the time of issuance or as otherwise applicable shall
        be
        as determined in good faith by the Board. In the event Common Stock is issued
        with other shares or securities or other assets of the Issuer for consideration
        which covers both, the consideration computed as provided in this Section
        4(g)(i) shall be allocated among such securities and assets as determined
        in
        good faith by the Board.


      
        
          
          

        

        
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      (b) When
        Adjustments to Be Made.
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Common Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Common Stock, as provided
        for in Section 4(b)) up to, but not beyond the date of exercise if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Common Stock for
        which
        this Warrant is exercisable immediately prior to the making of such adjustment.
        Any adjustment representing a change of less than such minimum amount (except
        as
        aforesaid) which is postponed shall be carried forward and made as soon as
        such
        adjustment, together with other adjustments required by this Section 4 and
        not
        previously made, would result in a minimum adjustment or on the date of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.

       

      (c) Fractional
        Interests.
        In
        computing adjustments under this Section 4, fractional interests in Common
        Stock
        shall be taken into account to the nearest one one-hundredth (1/100th) of
        a
        share.

       

      (d) When
        Adjustment Not Required.
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.

       

      Section
        69.7 Form
        of Warrant after Adjustments.
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.


      
        
          
          

        

        
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      Section
        69.8 Escrow
        of Warrant Stock.
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Common Stock, but prior to the
        occurrence of the event for which such record is taken, and the Holder exercises
        this Warrant, any shares of Common Stock issuable upon exercise by reason
        of
        such adjustment shall be deemed the last shares of Common Stock for which
        this
        Warrant is exercised (notwithstanding any other provision to the contrary
        herein) and such shares or other property shall be held in escrow for the
        Holder
        by the Issuer to be issued to the Holder upon and to the extent that the
        event
        actually takes place, upon payment of the current Warrant Price. Notwithstanding
        any other provision to the contrary herein, if the event for which such record
        was taken fails to occur or is rescinded, then such escrowed shares shall
        be
        cancelled by the Issuer and escrowed property returned.

       

      ARTICLE
        LXXNotice
        of Adjustments.
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
        the Issuer shall cause its Chief Financial Officer to prepare and execute
        a
        certificate setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to a national or regional accounting firm reasonably
        acceptable to the Issuer and the Holder (the “Independent
        Appraiser”),
        provided
        that the Issuer shall have ten (10) days after receipt of notice from such
        Holder of its selection of such firm to object thereto, in which case such
        Holder shall select another such firm and the Issuer shall have no such right
        of
        objection. The Independent Appraiser selected by the Holder of this Warrant
        as
        provided in the preceding sentence shall be instructed to deliver a written
        opinion as to such matters to the Issuer and such Holder within thirty (30)
        days
        after submission to it of such dispute. Such opinion shall be final and binding
        on the parties hereto. The reasonable expenses of the Independent Appraiser
        in
        making such determination shall be paid by the Issuer, in the event the Holder's
        calculation was correct, or by the Holder, in the event the Issuer’s calculation
        was correct, or equally by the Issuer and the Holder in the event that neither
        the Issuer's or the Holder's calculation was correct.

       

      ARTICLE
        LXXIFractional
        Shares.
        No fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        round
        the number of shares to be issued upon exercise up to the nearest whole number
        of shares.

       

      ARTICLE
        LXXIIOwnership
        Cap and Exercise Restriction.
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Common Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Common Stock beneficially owned by such
        Holder at such time, the number of shares of Common Stock which would result
        in
        such Holder beneficially owning (as determined in accordance with Section
        13(d)
        of the Exchange Act and the rules thereunder) in excess of 4.99% of the then
        issued and outstanding shares of Common Stock; provided,
        however,
        that upon a holder of this Warrant providing the Issuer with sixty-one (61)
        days
        notice (pursuant to Section 13 hereof) (the “Waiver
        Notice”)
        that such Holder would like to waive this Section 7 with regard to any or
        all
        shares of Common Stock issuable upon exercise of this Warrant, this Section
        7
        will be of no force or effect with regard to all or a portion of the Warrant
        referenced in the Waiver Notice; provided,
        further,
        that this provision shall be of no further force or effect during the sixty-one
        (61) days immediately preceding the expiration of the term of this
        Warrant.


      
        
          
          

        

        
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      ARTICLE
        LXXIIIRegistration
        Rights.
        The Holder of this Warrant is entitled to the benefit of certain registration
        rights with respect to the shares of Warrant Stock issuable upon the exercise
        of
        this Warrant pursuant to that certain Registration Rights Agreement, of even
        date herewith, by and among the Company and Persons listed on Schedule I
        thereto
        (the “Registration
        Rights Agreement”)
        and the registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant by any subsequent Holder may only be assigned
        in accordance with the terms and provisions of the Registrations Rights
        Agreement.

       

      ARTICLE
        LXXIVDefinitions.
        For the purposes of this Warrant, the following terms have the following
        meanings:

       

      “Additional
        Shares of Common Stock”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued pursuant to a bona fide firm
        underwritten public offering of the Company’s securities, provided such
        underwritten public offering has been approved in advance by the holders
        of more
        than fifty percent (50%) of the then outstanding shares of Series A (the
        “Majority
        Holders”),
        (ii)
        securities issued (other than for cash) in connection with a strategic merger,
        acquisition, or consolidation, provided that the issuance of such securities
        in
        connection with such strategic merger, acquisition, or consolidation has
        been
        approved in advance by the Majority Holders, (iii) securities issued pursuant
        to
        the conversion or exercise of convertible or exercisable securities issued
        or
        outstanding on or prior to the date of the Purchase Agreement or issued pursuant
        to the Purchase Agreement (so long as the conversion or exercise price in
        such
        securities are not amended to lower such price and/or adversely affect the
        Holders), (iv) the Warrant Stock, (v) securities issued in connection with
        bona
        fide strategic license agreements or other partnering arrangements so long
        as
        such issuances are not for the purpose of raising capital and provided that
        the
        issuance of such securities in connection with such bona fide strategic license
        agreements or other partnering arrangements has been approved in advance
        by the
        Majority Holders, (vi) Common Stock issued or the issuance or grants of options
        to purchase Common Stock pursuant to the Issuer’s equity incentive plans
        outstanding as they exist on the date of the Purchase Agreement, (vii) the
        issuance or grants of options to purchase Common Stock to employees, officers
        or
        directors of the Issuer pursuant to any equity incentive plan duly adopted
        by
        the Board or a committee thereof established for such purpose so long as
        such
        issuances in the aggregate do not exceed ten percent (10)% of the issued
        and
        outstanding shares of Common Stock as of the Original Issue Date and the
        specified price at which the options may be exercised is equal to or greater
        than the Per Share Market Value as of the date of such grant, and (viii)
        any
        warrants, shares of Common Stock or other securities issued to a placement
        agent
        and its designees for the transactions contemplated by the Purchase Agreement
        or
        in any other sales of the Issuer’s securities and any securities issued in
        connection with any financial advisory agreements of the Issuer and the shares
        of Common Stock issued upon exercise of any such warrants or conversions
        of any
        such other securities.


      
        
          
          

        

        
          161

          
            

          

        

        
          
          

        

      


       

      “Articles
        of Incorporation”
means
        the Articles of Incorporation of the Issuer as in effect on the Original
        Issue
        Date, and as hereafter from time to time amended, modified, supplemented
        or
        restated in accordance with the terms hereof and thereof and pursuant to
        applicable law.

       

      “Board”
shall
        mean the Board of Directors of the Issuer.

       

      “Capital
        Stock”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

       

      “Common
        Stock”
means
        the Common Stock, $0.001 par value per share, of the Issuer and any other
        Capital Stock into which such stock may hereafter be changed.

       

      “Common
        Stock Equivalent”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.

       

      “Convertible
        Securities”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term “Convertible Security” means one of the Convertible
        Securities.

       

      “Governmental
        Authority”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.

       

      “Holders”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.

       

      “Independent
        Appraiser”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.


      
        
          
          

        

        
          162

          
            

          

        

        
          
          

        

      


       

      “Issuer”
means
        Victory Divide Mining Company, a Nevada corporation, and its
        successors.

       

      “Majority
        Holders”
means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding.

       

      “Original
        Issue Date”
means
        October 3, 2007.

       

      “OTC
        Bulletin Board”
means
        the over-the-counter electronic bulletin board.

       

      “Other
        Common”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.

       

      “Outstanding
        Common Stock”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.

       

      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.

       

      “Per
        Share Market Value”
means
        on any particular date (a) the last closing price per share of the Common
        Stock
        on such date on the OTC Bulletin Board or another registered national stock
        exchange on which the Common Stock is then listed, or if there is no closing
        price on such date, then the closing bid price on such date, or if there
        is no
        closing bid price on such date, then the closing price on such exchange or
        quotation system on the date nearest preceding such date, or (b) if the Common
        Stock is not listed then on the OTC Bulletin Board or any registered national
        stock exchange, the last closing price for a share of Common Stock in the
        over-the-counter market, as reported by the OTC Bulletin Board or in the
        National Quotation Bureau Incorporated or similar organization or agency
        succeeding to its functions of reporting prices) at the close of business
        on
        such date, or if there is no closing price on such date, then the closing
        bid
        price on such date, or (c) if the Common Stock is not then reported by the
        OTC
        Bulletin Board or the National Quotation Bureau Incorporated (or similar
        organization or agency succeeding to its functions of reporting prices),
        then
        the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
        such date of determination, or (d) if the Common Stock is not then publicly
        traded the fair market value of a share of Common Stock as determined by
        an
        Independent Appraiser selected in good faith by the Majority Holders;
provided,
        however,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided,
        further,
        that
        all determinations of the Per Share Market Value shall be appropriately adjusted
        for any stock dividends, stock splits or other similar transactions during
        such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.


      
        
          
          

        

        
          163

          
            

          

        

        
          
          

        

      


       

      “Purchase
        Agreement”
means
        the Series A Convertible Preferred Stock Purchase Agreement dated as of October
        3, 2007, among the Issuer and the Purchasers.

       

      “Purchasers”
means
        the purchasers of the Series A Convertible Preferred Stock and the Warrants
        issued by the Issuer pursuant to the Purchase Agreement.

       

      “Securities”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.

       

      “Subsidiary”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

       

      “Term”
has
        the
        meaning specified in Section 1 hereof.

       

      “Trading
        Day”
means
        (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
        or (b)
        if the Common Stock is not traded on the OTC Bulletin Board, a day on which
        the
        Common Stock is quoted in the over-the-counter market as reported by the
        National Quotation Bureau Incorporated (or any similar organization or agency
        succeeding its functions of reporting prices); provided,
        however,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
        any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.

       

      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: the Nasdaq Capital Market, the Nasdaq
        Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
        or
        the OTC Bulletin Board.

       

      “Voting
        Stock”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.


      
        
          
          

        

        
          164

          
            

          

        

        
          
          

        

      


       

      “VWAP”
means,
        for any date, the price determined by the first of the following clauses
        that
        applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
        the daily volume weighted average price of the Common Stock for such date
        (or
        the nearest preceding date) on the Trading Market on which the Common Stock
        is
        then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
        from
        9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the
        OTC
        Bulletin Board is not a Trading Market, the volume weighted average price
        of the
        Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
        Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
        Board and if prices for the Common Stock are then reported in the "Pink Sheets"
        published by Pink Sheets, LLC (or a similar organization or agency succeeding
        to
        its functions of reporting prices), the most recent bid price per share of
        the
        Common Stock so reported; or (d) in all other cases, the fair market value
        of a
        share of Common Stock as determined by an independent appraiser selected
        in good
        faith by the Holders of a majority in interest of the Warrants then outstanding
        and reasonably acceptable to the Company, the fees and expenses of which
        shall
        be paid by the Company.

       

      “Warrants”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of Section
        2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

       

      “Warrant
        Price”
        initially means $3.03, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

       

      “Warrant
        Share Number”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.

       

      “Warrant
        Stock”
means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.

       

      ARTICLE
        LXXVOther
        Notices.
        In case at any time:

       

      Section
        75.1 the
        Issuer shall make any distributions to the holders of Common Stock;
        or

       

      Section
        75.2 the
        Issuer shall authorize the granting to all holders of its Common Stock of
        rights
        to subscribe for or purchase any shares of Capital Stock of any class or
        other
        rights; or

       

      Section
        75.3 there
        shall be any reclassification of the Capital Stock of the Issuer;
        or

       

      Section
        75.4 there
        shall be any capital reorganization by the Issuer; or


      
        
          
          

        

        
          165

          
            

          

        

        
          
          

        

      


       

      Section
        75.5 there
        shall be any (i) consolidation or merger involving the Issuer or (ii) sale,
        transfer or other disposition of all or substantially all of the Issuer’s
        property, assets or business (except a merger or other reorganization in
        which
        the Issuer shall be the surviving corporation and its shares of Capital Stock
        shall continue to be outstanding and unchanged and except a consolidation,
        merger, sale, transfer or other disposition involving a wholly-owned
        Subsidiary); or

       

      Section
        75.6 there
        shall be a voluntary or involuntary dissolution, liquidation or winding-up
        of
        the Issuer or any partial liquidation of the Issuer or distribution to holders
        of Common Stock;

       

      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer’s transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.

       

      ARTICLE
        LXXVIAmendment
        and Waiver.
        Any term, covenant, agreement or condition in this Warrant may be amended,
        or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders;
provided,
        however,
        that no such amendment or waiver shall reduce the Warrant Share Number, increase
        the Warrant Price, shorten the period during which this Warrant may be exercised
        or modify any provision of this Section 11 without the consent of the Holder
        of
        this Warrant. No consideration shall be offered or paid to any person to
        amend
        or consent to a waiver or modification of any provision of this Warrant unless
        the same consideration is also offered to all holders of the
        Warrants.

       

      ARTICLE
        LXXVIIGoverning
        Law; Jurisdiction.
        This Warrant shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise forum non conveniens
        or any other argument that New York is not the proper venue. The Issuer and
        the
        Holder irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Issuer and the Holder consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        to
        such party at the address in effect for notices to it under this Warrant
        and
        agree that such service shall constitute good and sufficient service of process
        and notice thereof. Nothing in this Section 12 shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Issuer and the
        Holder
        hereby agree that the prevailing party in any suit, action or proceeding
        arising
        out of or relating to this Warrant or the Purchase Agreement, shall be entitled
        to reimbursement for reasonable legal fees from the non-prevailing party.
        The
        parties hereby waive all rights to a trial by jury.


      
        
          
          

        

        
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      ARTICLE
        LXXVIIINotices.
        All notices, demands, consents, requests, instructions and other communications
        to be given or delivered or permitted under or by reason of the provisions
        of
        this Agreement or in connection with the transactions contemplated hereby
        shall
        be in writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 13), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.

       

      


      
        	
                If
                  to the Issuer: 

                 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900  

                Tel:
                  86-469-467-8077

                Fax:
                  86-469-469-3000 

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to any Holder:

              	
                At
                  the address of such Holder set forth on Exhibit A to this Agreement,
                  with
                  copies to Holder’s counsel as set forth on Exhibit A or as specified in
                  writing by such Holder with copies to:

              
	 	 


      


      
        
          
          

        

        
          167

          
            

          

        

        
          
          

        

      


      


      
        	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

       

      ARTICLE
        LXXIXWarrant
        Agent.
        The Issuer may, by written notice to the Holder of this Warrant, appoint
        an
        agent having an office in New York, New York for the purpose of issuing shares
        of Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.

       

      ARTICLE
        LXXXRemedies.
        The Issuer stipulates that the remedies at law of the Holder of this Warrant
        in
        the event of any default or threatened default by the Issuer in the performance
        of or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

       

      ARTICLE
        LXXXISuccessors
        and Assigns.
        This Warrant and the rights evidenced hereby shall inure to the benefit of
        and
        be binding upon the successors and assigns of the Issuer, the Holder hereof
        and
        (to the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto, and shall be enforceable by any such Holder or Holder of Warrant
        Stock.

       

      ARTICLE
        LXXXIIModification
        and Severability.
        If, in any action before any court or agency legally empowered to enforce
        any
        provision contained herein, any provision hereof is found to be unenforceable,
        then such provision shall be deemed modified to the extent necessary to make
        it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.

       

      ARTICLE
        LXXXIIIHeadings.
        The headings of the Sections of this Warrant are for convenience of reference
        only and shall not, for any purpose, be deemed a part of this
        Warrant.


      
        
          
          

        

        
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      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Issuer has executed this Series C Warrant as of the
        day and
        year first above written.

       

      VICTORY
        DIVIDE MINING COMPANY


       

      By:
        __/s/
        Shulin Liu_________

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer


      
        
          
          

        

        
          170

          
            

          

        

        
          
          

        

      


       

      EXERCISE
        FORM

      SERIES
        C
        WARRANT

       

      VICTORY
        DIVIDE MINING COMPANY

       

      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of
        ________________________________ covered by the within Warrant.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________

       

      The
        undersigned is an “accredited investor” as defined in Regulation D under the
        Securities Act of 1933, as amended.

       

      The
        undersigned intends that payment of the Warrant Price shall be made as (check
        one):

       

      Cash
        Exercise_______

       

      Cashless
        Exercise_______

       

      If
        the
        Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
        by
        certified or official bank check (or via wire transfer) to the Issuer in
        accordance with the terms of the Warrant.

       

      If
        the
        Holder has elected a Cashless Exercise, a certificate shall be issued to
        the
        Holder for the number of shares equal to the whole number portion of the
        product
        of the calculation set forth below, which is ___________. The Company shall
        pay
        a cash adjustment in respect of the fractional portion of the product of
        the
        calculation set forth below in an amount equal to the product of the fractional
        portion of such product and the Per Share Market Value on the date of exercise,
        which product is ____________.

       

      X
        = Y -
(A)(Y)

      B

       

      Where:

       

      The
        number of shares of Common Stock to be issued to the Holder
        __________________(“X”).


      
        
          
          

        

        
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      The
        number of shares of Common Stock purchasable upon exercise of all of the
        Warrant
        or, if only a portion of the Warrant is being exercised, the portion of the
        Warrant being exercised ___________________________ (“Y”).

       

      The
        Warrant Price ______________ (“A”).

       

      The
        Per
        Share Market Value of one share of Common Stock _______________________
        (“B”).

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      PARTIAL
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 

FOR USE
          BY THE ISSUER ONLY:

      

       

      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.

       

      



      
        
          
          

        

        
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      EXHIBIT
        C-5 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT 

      ____________________________________________________

      FORM
        OF SERIES D WARRANT


       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.

       

      SERIES
        D
        WARRANT TO PURCHASE

       

      SHARES
        OF
        COMMON STOCK

       

      OF

       

      VICTORY
        DIVIDE MINING COMPANY

       

      Expires
        October 2, 2012

       

      No.:
        W-D-07-                                                    Number
        of Shares: Up to
________

      Date
        of
        Issuance: October 3, 2007

       

      FOR
        VALUE
        RECEIVED, the undersigned, Victory Divide Mining Company, a Nevada corporation
        (together with its successors and assigns, the “Issuer”),
        hereby certifies that _____________
        or
        its
        registered assigns (the “Holder”)
        is
        entitled to subscribe for and purchase, during the Term (as hereinafter
        defined), up to ____________
        shares
        (subject to adjustment as hereinafter provided) of the duly authorized, validly
        issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
        price per share equal to the Warrant Price then in effect, subject, however,
        to
        the provisions and upon the terms and conditions hereinafter set forth.


       

      ARTICLE
        LXXXIVTerm.
        The term of this Warrant shall commence on October 3, 2007 and shall expire
        at
        6:00 p.m., Eastern Time, on October 2, 2012 (such period being the
“Term”
        and such date, the “Termination
        Date”).

       

      ARTICLE
        LXXXVMethod
        of Exercise; Payment; Issuance of New Warrant; Transfer and
        Exchange.


      
        
          
          

        

        
          173

          
            

          

        

        
          
          

        

      


       

      Section
        85.1 Time
        of Exercise.
        The
        purchase rights represented by this Warrant may be exercised in whole or
        in part
        during the Term for fifty percent (50%) of such number of shares of Common
        Stock into which the Series B Convertible Preferred Stock that have
        been exercised by the Holder pursuant to the Series J Warrant issued by the
        Issuer to the Holder pursuant to the Purchase Agreement may
        be converted.

       

      Section
        85.2 Method
        of Exercise.
        The
        Holder hereof may exercise this Warrant, in whole or in part, by the surrender
        of this Warrant (with the exercise form attached hereto duly executed) at
        the
        principal office of the Issuer, and by the payment to the Issuer of an amount
        of
        consideration therefor equal to the Warrant Price in effect on the date of
        such
        exercise multiplied by the number of shares of Warrant Stock with respect
        to
        which this Warrant is then being exercised, payable at such Holder’s election
        (i) by certified or official bank check or by wire transfer to an account
        designated by the Issuer, (ii) by “cashless exercise” in accordance with Section
        2(c), but only when a registration statement under the Securities Act providing
        for the resale of the Warrant Stock is not then in effect, or (iii) by a
        combination of the foregoing methods of payment selected by the Holder of
        this
        Warrant.

       

      Section
        85.3 Cashless
        Exercise.
        Notwithstanding any provision herein to the contrary, and (i) the volume
        weighted average price of one share of Common Stock on the OTC Bulletin Board
        or
        such other securities exchange on which the Common Stock is then traded or
        included for quotation, for any ten (10) consecutive Trading Days is greater
        than the Warrant Price (at or prior to the date of calculation as set forth
        below) and (ii) commencing eighteen (18) months following the Original Issue
        Date if a registration statement under the Securities Act providing for the
        resale of the Warrant Stock (A) has not been declared effective by the
        Securities and Exchange Commission by the date such registration statement
        is
        required to be effective pursuant to the Registration Rights Agreement (as
        defined in Section 8), or (B) is not effective at the time of exercise of
        this
        Warrant, unless the registration statement is not effective as a result of
        the
        Issuer exercising its rights under Section 3(n) of the Registration Rights
        Agreement, in lieu of exercising this Warrant by payment of cash, the Holder
        may
        exercise this Warrant by a cashless exercise and shall receive the number
        of
        shares of Common Stock equal to an amount (as determined below) by surrender
        of
        this Warrant at the principal office of the Issuer together with the properly
        endorsed Notice of Exercise in which event the Issuer shall issue to the
        Holder
        a number of shares of Common Stock computed using the following
        formula:

      
        	 	 
	 	
                X
                  =
                  Y - (A)(Y)

              
	 	
                B

              
	 	 	 
	
                Where
                  

              	
                X
                  =
                  

              	
                the
                  number of shares of Common Stock to be issued to the
                  Holder.

              
	 	 	 
	 	
                Y
                  =
                  

              	
                the
                  number of shares of Common Stock purchasable upon exercise of all
                  of the
                  Warrant or, if only a portion of the Warrant is being exercised,
                  the
                  portion of the Warrant being exercised.

              
	 	 	 
	 	
                A
                  =
                  

              	
                the
                  Warrant Price.

              
	 	 	 
	 	
                B
                  =
                  

              	
                the
                  Per Share Market Value of one share of Common
                  Stock.

              


      

       

      



      
        
          
          

        

        
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      Section
        85.4 Issuance
        of Stock Certificates.
        In the
        event of any exercise of this Warrant in accordance with and subject to the
        terms and conditions hereof, certificates for the shares of Warrant Stock
        so
        purchased shall be dated the date of such exercise and delivered to the Holder
        hereof within a reasonable time, not exceeding three (3) Trading Days after
        such
        exercise (the “Delivery
        Date”)
        or, at
        the request of the Holder (provided that a registration statement under the
        Securities Act providing for the resale of the Warrant Stock is then in effect
        or that the shares of Warrant Stock are otherwise exempt from registration),
        issued and delivered to the Depository Trust Company (“DTC”)
        account on the Holder’s behalf via the Deposit Withdrawal Agent Commission
        System (“DWAC”)
        within
        a reasonable time, not exceeding three (3) Trading Days after such exercise,
        and
        the Holder hereof shall be deemed for all purposes to be the holder of the
        shares of Warrant Stock so purchased as of the date of such exercise.
        Notwithstanding the foregoing to the contrary, the Issuer or its transfer
        agent
        shall only be obligated to issue and deliver the shares to the DTC on a holder’s
        behalf via DWAC if such exercise is in connection with a sale or other exemption
        from registration by which the shares may be issued without a restrictive
        legend
        and the Issuer and its transfer agent are participating in DTC through the
        DWAC
        system. The Holder shall deliver this original Warrant, or an indemnification
        undertaking with respect to such Warrant in the case of its loss, theft or
        destruction, at such time that this Warrant is fully exercised. With respect
        to
        partial exercises of this Warrant, the Issuer shall keep written records
        for the
        Holder of the number of shares of Warrant Stock exercised as of each date
        of
        exercise.

       

      Section
        85.5 Compensation
        for Buy-In on Failure to Timely Deliver Certificates Upon
        Exercise.
        In
        addition to any other rights available to the Holder, if the Issuer fails
        to
        cause its transfer agent to transmit to the Holder a certificate or certificates
        representing the Warrant Stock pursuant to an exercise on or before the Delivery
        Date, and if after such date the Holder is required by its broker to purchase
        (in an open market transaction or otherwise) shares of Common Stock to deliver
        in satisfaction of a sale by the Holder of the Warrant Stock which the Holder
        anticipated receiving upon such exercise (a “Buy-In”),
        then
        the Issuer shall (1) pay in cash to the Holder the amount by which (x) the
        Holder’s total purchase price (including brokerage commissions, if any) for the
        shares of Common Stock so purchased exceeds (y) the amount obtained by
        multiplying (A) the number of shares of Warrant Stock that the Issuer was
        required to deliver to the Holder in connection with the exercise at issue
        times
        (B) the price at which the sell order giving rise to such purchase obligation
        was executed, and (2) at the option of the Holder, either reinstate the portion
        of the Warrant and equivalent number of shares of Warrant Stock for which
        such
        exercise was not honored or deliver to the Holder the number of shares of
        Common
        Stock that would have been issued had the Issuer timely complied with its
        exercise and delivery obligations hereunder. For example, if the Holder
        purchases Common Stock having a total purchase price of $11,000 to cover
        a
        Buy-In with respect to an attempted exercise of shares of Common Stock with
        an
        aggregate sale price giving rise to such purchase obligation of $10,000,
        under
        clause (1) of the immediately preceding sentence the Issuer shall be required
        to
        pay the Holder $1,000. The Holder shall provide the Issuer written notice
        indicating the amounts payable to the Holder in respect of the Buy-In, together
        with applicable confirmations and other evidence reasonably requested by
        the
        Issuer. Nothing herein shall limit a Holder’s right to pursue any other remedies
        available to it hereunder, at law or in equity including, without limitation,
        a
        decree of specific performance and/or injunctive relief with respect to the
        Issuer’s failure to timely deliver certificates representing shares of Common
        Stock upon exercise of this Warrant as required pursuant to the terms
        hereof.


      
        
          
          

        

        
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      Section
        85.6 Transferability
        of Warrant.
        Subject
        to Section 2(h) hereof, this Warrant may be transferred by a Holder, in whole
        or
        in part, without the consent of the Issuer. If transferred pursuant to this
        paragraph, this Warrant may be transferred on the books of the Issuer by
        the
        Holder hereof in person or by duly authorized attorney, upon surrender of
        this
        Warrant at the principal office of the Issuer, properly endorsed (by the
        Holder
        executing an assignment in the form attached hereto) and upon payment of
        any
        necessary transfer tax or other governmental charge imposed upon such transfer.
        This Warrant is exchangeable at the principal office of the Issuer for Warrants
        to purchase the same aggregate number of shares of Warrant Stock, each new
        Warrant to represent the right to purchase such number of shares of Warrant
        Stock as the Holder hereof shall designate at the time of such exchange.
        All
        Warrants issued on transfers or exchanges shall be dated the Original Issue
        Date
        and shall be identical with this Warrant except as to the number of shares
        of
        Warrant Stock issuable pursuant thereto.

       

      Section
        85.7 Continuing
        Rights of Holder.
        The
        Issuer will, at the time of or at any time after each exercise of this Warrant,
        upon the request of the Holder hereof, acknowledge in writing the extent,
        if
        any, of its continuing obligation to afford to such Holder all rights to
        which
        such Holder shall continue to be entitled after such exercise in accordance
        with
        the terms of this Warrant, provided that if any such Holder shall fail to
        make
        any such request, the failure shall not affect the continuing obligation
        of the
        Issuer to afford such rights to such Holder.

       

      Section
        85.8 Compliance
        with Securities Laws.

       

      (i) The
        Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
        and
        the shares of Warrant Stock to be issued upon exercise hereof are being acquired
        solely for the Holder’s own account and not as a nominee for any other party,
        and for investment, and that the Holder will not offer, sell or otherwise
        dispose of this Warrant or any shares of Warrant Stock to be issued upon
        exercise hereof except pursuant to an effective registration statement, or
        an
        exemption from registration, under the Securities Act and any applicable
        state
        securities laws.

       

      (ii) Except
        as
        provided in paragraph (iii) below, this Warrant and all certificates
        representing shares of Warrant Stock issued upon exercise hereof shall be
        stamped or imprinted with a legend in substantially the following
        form:

       

      THIS
        WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
        NOT
        BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
        DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
        STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
        UNDER
        THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
        LAWS
        IS NOT REQUIRED.


      
        
          
          

        

        
          176

          
            

          

        

        
          
          

        

      


       

      (iii) The
        Issuer agrees to reissue this Warrant or certificates representing any of
        the
        Warrant Stock, without the legend set forth above if at such time, prior
        to
        making any transfer of any such securities, the Holder shall give written
        notice
        to the Issuer describing the manner and terms of such transfer. Such proposed
        transfer will not be effected until: (a) either (i) the Issuer has received
        an
        opinion of counsel reasonably satisfactory to the Issuer, to the effect that
        the
        registration of such securities under the Securities Act is not required
        in
        connection with such proposed transfer, (ii) a registration statement under
        the
        Securities Act covering such proposed disposition has been filed by the Issuer
        with the Securities and Exchange Commission and has become effective under
        the
        Securities Act, (iii) the Issuer has received other evidence reasonably
        satisfactory to the Issuer that such registration and qualification under
        the
        Securities Act and state securities laws are not required, or (iv) the Holder
        provides the Issuer with reasonable assurances that such security can be
        sold
        pursuant to Rule 144 under the Securities Act; and (b) either (i) the Issuer
        has
        received an opinion of counsel reasonably satisfactory to the Issuer, to
        the
        effect that registration or qualification under the securities or “blue sky”
laws of any state is not required in connection with such proposed disposition,
        or (ii) compliance with applicable state securities or “blue sky” laws has been
        effected or a valid exemption exists with respect thereto. The Issuer will
        respond to any such notice from a holder within three (3) Trading Days. In
        the
        case of any proposed transfer under this Section 2(h), the Issuer will use
        reasonable efforts to comply with any such applicable state securities or
“blue
        sky” laws, but shall in no event be required, (x) to qualify to do business in
        any state where it is not then qualified, (y) to take any action that would
        subject it to tax or to the general service of process in any state where
        it is
        not then subject, or (z) to comply with state securities or “blue sky” laws of
        any state for which registration by coordination is unavailable to the Issuer.
        The restrictions on transfer contained in this Section 2(h) shall be in addition
        to, and not by way of limitation of, any other restrictions on transfer
        contained in any other section of this Warrant. Whenever a certificate
        representing the Warrant Stock is required to be issued to the Holder without
        a
        legend, in lieu of delivering physical certificates representing the Warrant
        Stock, the Issuer shall cause its transfer agent to electronically transmit
        the
        Warrant Stock to the Holder by crediting the account of the Holder or Holder’s
        Prime Broker with DTC through its DWAC system (to the extent not inconsistent
        with any provisions of this Warrant or the Purchase Agreement).

       

      Section
        85.9 Accredited
        Investor Status.
        In no
        event may the Holder exercise this Warrant in whole or in part unless the
        Holder
        is an “accredited investor” as defined in Regulation D under the Securities
        Act.

       

      ARTICLE
        LXXXVIStock
        Fully Paid; Reservation and Listing of Shares;
        Covenants.

       

      Section
        86.1 Stock
        Fully Paid.
        The
        Issuer represents, warrants, covenants and agrees that all shares of Warrant
        Stock which may be issued upon the exercise of this Warrant or otherwise
        hereunder will, when issued in accordance with the terms of this Warrant,
        be
        duly authorized, validly issued, fully paid and non-assessable and free from
        all
        taxes, liens and charges created by or through the Issuer. The Issuer further
        covenants and agrees that during the period within which this Warrant may
        be
        exercised, the Issuer will at all times have authorized and reserved for
        the
        purpose of the issuance upon exercise of this Warrant a number of authorized
        but
        unissued shares of Common Stock equal to at least one hundred percent (100%)
        of
        the number of shares of Common Stock issuable upon exercise of this Warrant
        without regard to any limitations on exercise.


      
        
          
          

        

        
          177

          
            

          

        

        
          
          

        

      


       

      Section
        86.2 Reservation.
        If any
        shares of Common Stock required to be reserved for issuance upon exercise
        of
        this Warrant or as otherwise provided hereunder require registration or
        qualification with any Governmental Authority under any federal or state
        law
        before such shares may be so issued, the Issuer will in good faith use its
        best
        efforts as expeditiously as possible at its expense to cause such shares
        to be
        duly registered or qualified. If the Issuer shall list any shares of Common
        Stock on any securities exchange or market it will, at its expense, list
        thereon, and maintain and increase when necessary such listing, of, all shares
        of Warrant Stock from time to time issued upon exercise of this Warrant or
        as
        otherwise provided hereunder (provided that such Warrant Stock has been
        registered pursuant to a registration statement under the Securities Act
        then in
        effect), and, to the extent permissible under the applicable securities exchange
        rules, all unissued shares of Warrant Stock which are at any time issuable
        hereunder, so long as any shares of Common Stock shall be so listed. The
        Issuer
        will also so list on each securities exchange or market, and will maintain
        such
        listing of, any other securities which the Holder of this Warrant shall be
        entitled to receive upon the exercise of this Warrant if at the time any
        securities of the same class shall be listed on such securities exchange
        or
        market by the Issuer.

       

      Section
        86.3 Covenants.
        The
        Issuer shall not by any action including, without limitation, amending the
        Articles of Incorporation or the by-laws of the Issuer, or through any
        reorganization, transfer of assets, consolidation, merger, dissolution, issue
        or
        sale of securities or any other action, avoid or seek to avoid the observance
        or
        performance of any of the terms of this Warrant, but will at all times in
        good
        faith assist in the carrying out of all such terms and in the taking of all
        such
        actions as may be necessary or appropriate to protect the rights of the Holder
        hereof against dilution (to the extent specifically provided herein) or
        impairment. Without limiting the generality of the foregoing, the Issuer
        will
        (i) not permit the par value, if any, of its Common Stock to exceed the then
        effective Warrant Price, (ii) not amend or modify any provision of the Articles
        of Incorporation or by-laws of the Issuer in any manner that would adversely
        affect the rights of the Holders of the Warrants, (iii) take all such action
        as
        may be reasonably necessary in order that the Issuer may validly and legally
        issue fully paid and nonassessable shares of Common Stock, free and clear
        of any
        liens, claims, encumbrances and restrictions (other than as provided herein)
        upon the exercise of this Warrant, and (iv) use its best efforts to obtain
        all
        such authorizations, exemptions or consents from any public regulatory body
        having jurisdiction thereof as may be reasonably necessary to enable the
        Issuer
        to perform its obligations under this Warrant.

       

      Section
        86.4 Loss,
        Theft, Destruction of Warrants.
        Upon
        receipt of evidence satisfactory to the Issuer of the ownership of and the
        loss,
        theft, destruction or mutilation of any Warrant and, in the case of any such
        loss, theft or destruction, upon receipt of indemnity or security satisfactory
        to the Issuer or, in the case of any such mutilation, upon surrender and
        cancellation of such Warrant, the Issuer will make and deliver, in lieu of
        such
        lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor
        and
        representing the right to purchase the same number of shares of Common
        Stock.


      
        
          
          

        

        
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      Section
        86.5 Payment
        of Taxes.
        The
        Issuer will pay any documentary stamp taxes attributable to the initial issuance
        of the Warrant Stock issuable upon exercise of this Warrant; provided,
        however,
        that
        the Issuer shall not be required to pay any tax or taxes which may be payable
        in
        respect of any transfer involved in the issuance or delivery of any certificates
        representing Warrant Stock in a name other than that of the Holder in respect
        to
        which such shares are issued.

       

      ARTICLE
        LXXXVIIAdjustment
        of Warrant Price.
        The price at which such shares of Warrant Stock may be purchased upon exercise
        of this Warrant shall be subject to adjustment from time to time as set forth
        in
        this Section 4. The Issuer shall give the Holder notice of any event described
        below which requires an adjustment pursuant to this Section 4 in accordance
        with
        the notice provisions set forth in Section 5.

       

      Section
        87.1 Recapitalization,
        Reorganization, Reclassification, Consolidation, Merger or Sale.

       

      (i) In
        case
        the Issuer after the Original Issue Date shall do any of the following (each,
        a
“Triggering
        Event”):
        (a)
        consolidate or merge with or into any other Person and the Issuer shall not
        be
        the continuing or surviving corporation of such consolidation or merger,
        or (b)
        permit any other Person to consolidate with or merge into the Issuer and
        the
        Issuer shall be the continuing or surviving Person but, in connection with
        such
        consolidation or merger, any Capital Stock of the Issuer shall be changed
        into
        or exchanged for Securities of any other Person or cash or any other property,
        or (c) transfer all or substantially all of its properties or assets to any
        other Person, or (d) effect a capital reorganization or reclassification
        of its
        Capital Stock, then, and in the case of each such Triggering Event, proper
        provision shall be made to the Warrant Price and the number of shares of
        Warrant
        Stock that may be purchased upon exercise of this Warrant so that, upon the
        basis and the terms and in the manner provided in this Warrant, the Holder
        of
        this Warrant shall be entitled upon the exercise hereof at any time after
        the
        consummation of such Triggering Event, to the extent this Warrant is not
        exercised prior to such Triggering Event, to receive at the Warrant Price
        in
        effect at the time immediately prior to the consummation of such Triggering
        Event, in lieu of the Common Stock issuable upon such exercise of this Warrant
        prior to such Triggering Event, the Securities, cash and property to which
        such
        Holder would have been entitled upon the consummation of such Triggering
        Event
        if such Holder had exercised the rights represented by this Warrant immediately
        prior thereto (including the right of a shareholder to elect the type of
        consideration it will receive upon a Triggering Event), subject to adjustments
        (subsequent to such corporate action) as nearly equivalent as possible to
        the
        adjustments provided for elsewhere in this Section 4; provided,
        however,
        the
        Holder at its option may elect to receive an amount in unregistered shares
        of
        the common stock of the surviving entity equal to the value of this Warrant
        calculated in accordance with the Black-Scholes formula; provided,
        further,
        such
        shares of Common Stock shall be valued at a twenty percent (20%) discount
        to the
        VWAP of the Common Stock for the twenty (20) Trading Days immediately prior
        to
        the Triggering Event. Immediately upon the occurrence of a Triggering Event,
        the
        Issuer shall notify the Holder in writing of such Triggering Event and provide
        the calculations in determining the number of shares of Warrant Stock issuable
        upon exercise of the new warrant and the adjusted Warrant Price. Upon the
        Holder’s request, the continuing or surviving corporation as a result of such
        Triggering Event shall issue to the Holder a new warrant of like tenor
        evidencing the right to purchase the adjusted number of shares of Warrant
        Stock
        and the adjusted Warrant Price pursuant to the terms and provisions of this
        Section 4(a)(i). Notwithstanding the foregoing to the contrary, this Section
        4(a)(i) shall only apply if the surviving entity pursuant to any such Triggering
        Event is a company that has a class of equity securities registered pursuant
        to
        the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”),
        and
        its common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board. In the event that the
        surviving entity pursuant to any such Triggering Event is not a public company
        that is registered pursuant to the Exchange Act or its common stock is not
        listed or quoted on a national securities exchange, national automated quotation
        system or the OTC Bulletin Board, then the Holder shall have the right to
        demand
        that the Issuer pay to the Holder an amount in cash equal to the value of
        this
        Warrant calculated in accordance with the Black-Scholes
        formula.


      
        
          
          

        

        
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      (ii) In
        the
        event that the Holder has elected not to exercise this Warrant prior to the
        consummation of a Triggering Event and has also elected not to receive an
        amount
        in cash equal to the value of this Warrant calculated in accordance with
        the
        Black-Scholes formula pursuant to the provisions of Section 4(a)(i) above,
        so
        long as the surviving entity pursuant to any Triggering Event is a company
        that
        has a class of equity securities registered pursuant to the Exchange Act
        and its
        common stock is listed or quoted on a national securities exchange, national
        automated quotation system or the OTC Bulletin Board, the surviving entity
        and/or each Person (other than the Issuer) which may be required to deliver
        any
        Securities, cash or property upon the exercise of this Warrant as provided
        herein shall assume, by written instrument delivered to, and reasonably
        satisfactory to, the Holder of this Warrant, (A) the obligations of the Issuer
        under this Warrant (and if the Issuer shall survive the consummation of such
        Triggering Event, such assumption shall be in addition to, and shall not
        release
        the Issuer from, any continuing obligations of the Issuer under this Warrant)
        and (B) the obligation to deliver to such Holder such Securities, cash or
        property as, in accordance with the foregoing provisions of this subsection
        (a),
        such Holder shall be entitled to receive, and the surviving entity and/or
        each
        such Person shall have similarly delivered to such Holder an opinion of counsel
        for the surviving entity and/or each such Person, which counsel shall be
        reasonably satisfactory to such Holder, or in the alternative, a written
        acknowledgement executed by the President or Chief Financial Officer of the
        Issuer, stating that this Warrant shall thereafter continue in full force
        and
        effect and the terms hereof (including, without limitation, all of the
        provisions of this subsection (a)) shall be applicable to the Securities,
        cash
        or property which the surviving entity and/or each such Person may be required
        to deliver upon any exercise of this Warrant or the exercise of any rights
        pursuant hereto.

       

      Section
        87.2 Stock
        Dividends, Subdivisions and Combinations.
        If at
        any time the Issuer shall:


      
        
          
          

        

        
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      (a) make
        or
        issue or set a record date for the holders of the Common Stock for the purpose
        of entitling them to receive a dividend payable in, or other distribution
        of,
        shares of Common Stock,

       

      (b) subdivide
        its outstanding shares of Common Stock into a larger number of shares of
        Common
        Stock, or

       

      (c) combine
        its outstanding shares of Common Stock into a smaller number of shares of
        Common
        Stock,

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        immediately after the occurrence of any such event shall be adjusted to equal
        the number of shares of Common Stock which a record holder of the same number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        prior
        to the occurrence of such event would own or be entitled to receive after
        the
        happening of such event, and (2) the Warrant Price then in effect shall be
        adjusted to equal (A) the Warrant Price then in effect multiplied by the
        number
        of shares of Common Stock for which this Warrant is exercisable immediately
        prior to the adjustment divided by (B) the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately after such
        adjustment.

       

      Section
        87.3 Certain
        Other Distributions.
        If at
        any time the Issuer shall make or issue or set a record date for the holders
        of
        the Common Stock for the purpose of entitling them to receive any dividend
        or
        other distribution of:

       

      (a) cash,

       

      (b) any
        evidences of its indebtedness, any shares of stock of any class or any other
        securities or property of any nature whatsoever (other than cash, Common
        Stock
        Equivalents or Additional Shares of Common Stock), or

       

      (c) any
        warrants or other rights to subscribe for or purchase any evidences of its
        indebtedness, any shares of stock of any class or any other securities or
        property of any nature whatsoever (other than cash, Common Stock Equivalents
        or
        Additional Shares of Common Stock),

       

      then
        (1)
        the number of shares of Common Stock for which this Warrant is exercisable
        shall
        be adjusted to equal the product of the number of shares of Common Stock
        for
        which this Warrant is exercisable immediately prior to such adjustment
        multiplied by a fraction (A) the numerator of which shall be the Per Share
        Market Value of Common Stock at the date of taking such record and (B) the
        denominator of which shall be such Per Share Market Value minus the amount
        allocable to one share of Common Stock of any such cash so distributable
        and of
        the fair value (as determined in good faith by the Board of Directors of
        the
        Issuer and supported by an opinion from an investment banking firm mutually
        agreed upon by the Issuer and the Holder) of any and all such evidences of
        indebtedness, shares of stock, other securities or property or warrants or
        other
        subscription or purchase rights so distributable, and (2) the Warrant Price
        then
        in effect shall be adjusted to equal (A) the Warrant Price then in effect
        multiplied by the number of shares of Common Stock for which this Warrant
        is
        exercisable immediately prior to the adjustment divided by (B) the number
        of
        shares of Common Stock for which this Warrant is exercisable immediately
        after
        such adjustment. A reclassification of the Common Stock (other than a change
        in
        par value, or from par value to no par value or from no par value to par
        value)
        into shares of Common Stock and shares of any other class of stock shall
        be
        deemed a distribution by the Issuer to the holders of its Common Stock of
        such
        shares of such other class of stock within the meaning of this Section 4(c)
        and,
        if the outstanding shares of Common Stock shall be changed into a larger
        or
        smaller number of shares of Common Stock as a part of such reclassification,
        such change shall be deemed a subdivision or combination, as the case may
        be, of
        the outstanding shares of Common Stock within the meaning of Section
        4(b).


      
        
          
          

        

        
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      Section
        87.4 Issuance
        of Additional Shares of Common Stock.
        

       

      (a) For
        the
        period commencing on the Original Issue Date and ending on the two (2) year
        anniversary of the Original Issue Date, in the event the Issuer shall issue
        any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price upon each such issuance shall be adjusted to the price equal to the
        consideration per share paid for such Additional Shares of Common
        Stock.

       

      (b) For
        the
        period commencing on the two (2) year anniversary of the Original Issue Date
        and
        ending on the Termination Date, in the event the Issuer shall issue any
        Additional Shares of Common Stock (otherwise than as provided in the foregoing
        subsections (a) through (c) of this Section 4), at a price per share less
        than
        the Warrant Price then in effect or without consideration, then the Warrant
        Price then in effect shall multiplied by a fraction (a) the numerator of
        which
        shall be equal to the sum of (x) the number of shares of outstanding Common
        Stock immediately prior to the issuance of such Additional Shares of Common
        Stock plus (y) the number of shares of Common Stock (rounded to the nearest
        whole share) which the aggregate consideration for the total number of such
        Additional Shares of Common Stock so issued would purchase at a price per
        share
        equal to the Warrant Price then in effect and (b) the denominator of which
        shall
        be equal to the number of shares of outstanding Common Stock immediately
        after
        the issuance of such Additional Shares of Common Stock. For purposes of this
        Section, all shares of Common Stock issuable upon exercise of options
        outstanding immediately prior to such issue or upon conversion of Convertible
        Securities (as defined below) (including Series A Convertible Preferred Stock
        of
        the Company, par value $.001 per share) outstanding immediately prior to
        such
        issue are deemed outstanding. No adjustment of the number of shares of Common
        Stock for which this Warrant shall be exercisable shall be made pursuant
        to this
        Section 4(d)(ii) upon the issuance of any Additional Shares of Common Stock
        which are issued pursuant to the exercise of any Common Stock Equivalents,
        if
        any such adjustment shall previously have been made upon the issuance of
        such
        Common Stock Equivalents (or upon the issuance of any warrant or other rights
        therefor) pursuant to Section 4(e).

       

      Section
        87.5 Issuance
        of Common Stock Equivalents.
        In the
        event the Issuer shall take a record of the holders of its Common Stock for
        the
        purpose of entitling them to receive a distribution of, or shall in any manner
        (whether directly or by assumption in a merger in which the Issuer is the
        surviving corporation) issue or sell, any Common Stock Equivalents, whether
        or
        not the rights to exchange or convert thereunder are immediately exercisable,
        and the price per share for which Common Stock is issuable upon such conversion
        or exchange shall be less than the Warrant Price in effect immediately prior
        to
        the time of such issue or sale, or if, after any such issuance of Common
        Stock
        Equivalents, the price per share for which Additional Shares of Common Stock
        may
        be issuable thereafter is amended or adjusted, and such price as so amended
        shall be less than the Warrant Price in effect at the time of such amendment
        or
        adjustment, then the Warrant Price then in effect shall be adjusted as provided
        in Section 4(d)(i) or (ii), as applicable. No further adjustments of the
        number
        of shares of Common Stock for which this Warrant is exercisable and the Warrant
        Price then in effect shall be made upon the actual issue of such Common Stock
        upon conversion or exchange of such Common Stock Equivalents.


      
        
          
          

        

        
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      Section
        87.6 Other
        Provisions Applicable to Adjustments under this Section.
        The
        following provisions shall be applicable to the making of adjustments of
        the
        number of shares of Common Stock for which this Warrant is exercisable and
        the
        Warrant Price then in effect provided for in this Section 4:

       

      (i) Computation
        of Consideration.
        To the
        extent that any Additional Shares of Common Stock or any Common Stock
        Equivalents (or any warrants or other rights therefor) shall be issued for
        cash
        consideration, the consideration received by the Issuer therefor shall be
        the
        amount of the cash received by the Issuer therefor, or, if such Additional
        Shares of Common Stock or Common Stock Equivalents are offered by the Issuer
        for
        subscription, the subscription price, or, if such Additional Shares of Common
        Stock or Common Stock Equivalents are sold to underwriters or dealers for
        public
        offering without a subscription offering, the initial public offering price
        (in
        any such case subtracting any amounts paid or receivable for accrued interest
        or
        accrued dividends and without taking into account any compensation, discounts
        or
        expenses paid or incurred by the Issuer for and in the underwriting of, or
        otherwise in connection with, the issuance thereof). In connection with any
        merger or consolidation in which the Issuer is the surviving corporation
        (other
        than any consolidation or merger in which the previously outstanding shares
        of
        Common Stock of the Issuer shall be changed to or exchanged for the stock
        or
        other securities of another corporation), the amount of consideration therefore
        shall be, deemed to be the fair value, as determined reasonably and in good
        faith by the Board, and acceptable to the Holder, of such portion of the
        assets
        and business of the nonsurviving corporation as the Board may determine to
        be
        attributable to such shares of Common Stock or Common Stock Equivalents,
        as the
        case may be. The consideration for any Additional Shares of Common Stock
        issuable pursuant to any warrants or other rights to subscribe for or purchase
        the same shall be the consideration received by the Issuer for issuing such
        warrants or other rights plus the additional consideration payable to the
        Issuer
        upon exercise of such warrants or other rights. The consideration for any
        Additional Shares of Common Stock issuable pursuant to the terms of any Common
        Stock Equivalents shall be the consideration received by the Issuer for issuing
        warrants or other rights to subscribe for or purchase such Common Stock
        Equivalents, plus the consideration paid or payable to the Issuer in respect
        of
        the subscription for or purchase of such Common Stock Equivalents, plus the
        additional consideration, if any, payable to the Issuer upon the exercise
        of the
        right of conversion or exchange in such Common Stock Equivalents. In the
        event
        of any consolidation or merger of the Issuer in which the Issuer is not the
        surviving corporation or in which the previously outstanding shares of Common
        Stock of the Issuer shall be changed into or exchanged for the stock or other
        securities of another corporation, or in the event of any sale of all or
        substantially all of the assets of the Issuer for stock or other securities
        of
        any corporation, the Issuer shall be deemed to have issued a number of shares
        of
        its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. In the event any consideration received
        by
        the Issuer for any securities consists of property other than cash, the fair
        market value thereof at the time of issuance or as otherwise applicable shall
        be
        as determined in good faith by the Board. In the event Common Stock is issued
        with other shares or securities or other assets of the Issuer for consideration
        which covers both, the consideration computed as provided in this Section
        4(g)(i) shall be allocated among such securities and assets as determined
        in
        good faith by the Board.


      
        
          
          

        

        
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      (b) When
        Adjustments to Be Made.
        The
        adjustments required by this Section 4 shall be made whenever and as often
        as
        any specified event requiring an adjustment shall occur, except that any
        adjustment of the number of shares of Common Stock for which this Warrant
        is
        exercisable that would otherwise be required may be postponed (except in
        the
        case of a subdivision or combination of shares of the Common Stock, as provided
        for in Section 4(b)) up to, but not beyond the date of exercise if such
        adjustment either by itself or with other adjustments not previously made
        adds
        or subtracts less than one percent (1%) of the shares of Common Stock for
        which
        this Warrant is exercisable immediately prior to the making of such adjustment.
        Any adjustment representing a change of less than such minimum amount (except
        as
        aforesaid) which is postponed shall be carried forward and made as soon as
        such
        adjustment, together with other adjustments required by this Section 4 and
        not
        previously made, would result in a minimum adjustment or on the date of
        exercise. For the purpose of any adjustment, any specified event shall be
        deemed
        to have occurred at the close of business on the date of its
        occurrence.

       

      (c) Fractional
        Interests.
        In
        computing adjustments under this Section 4, fractional interests in Common
        Stock
        shall be taken into account to the nearest one one-hundredth (1/100th) of
        a
        share.

       

      (d) When
        Adjustment Not Required.
        If the
        Issuer shall take a record of the holders of its Common Stock for the purpose
        of
        entitling them to receive a dividend or distribution or subscription or purchase
        rights and shall, thereafter and before the distribution to stockholders
        thereof, legally abandon its plan to pay or deliver such dividend, distribution,
        subscription or purchase rights, then thereafter no adjustment shall be required
        by reason of the taking of such record and any such adjustment previously
        made
        in respect thereof shall be rescinded and annulled.

       

      Section
        87.7 Form
        of Warrant after Adjustments.
        The
        form of this Warrant need not be changed because of any adjustments in the
        Warrant Price or the number and kind of Securities purchasable upon the exercise
        of this Warrant.


      
        
          
          

        

        
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      Section
        87.8 Escrow
        of Warrant Stock.
        If
        after any property becomes distributable pursuant to this Section 4 by reason
        of
        the taking of any record of the holders of Common Stock, but prior to the
        occurrence of the event for which such record is taken, and the Holder exercises
        this Warrant, any shares of Common Stock issuable upon exercise by reason
        of
        such adjustment shall be deemed the last shares of Common Stock for which
        this
        Warrant is exercised (notwithstanding any other provision to the contrary
        herein) and such shares or other property shall be held in escrow for the
        Holder
        by the Issuer to be issued to the Holder upon and to the extent that the
        event
        actually takes place, upon payment of the current Warrant Price. Notwithstanding
        any other provision to the contrary herein, if the event for which such record
        was taken fails to occur or is rescinded, then such escrowed shares shall
        be
        cancelled by the Issuer and escrowed property returned.

       

      ARTICLE
        LXXXVIIINotice
        of Adjustments.
        Whenever the Warrant Price or Warrant Share Number shall be adjusted pursuant
        to
        Section 4 hereof (for purposes of this Section 5, each an “adjustment”),
        the Issuer shall cause its Chief Financial Officer to prepare and execute
        a
        certificate setting forth, in reasonable detail, the event requiring the
        adjustment, the amount of the adjustment, the method by which such adjustment
        was calculated (including a description of the basis on which the Board made
        any
        determination hereunder), and the Warrant Price and Warrant Share Number
        after
        giving effect to such adjustment, and shall cause copies of such certificate
        to
        be delivered to the Holder of this Warrant promptly after each adjustment.
        Any
        dispute between the Issuer and the Holder of this Warrant with respect to
        the
        matters set forth in such certificate may at the option of the Holder of
        this
        Warrant be submitted to a national or regional accounting firm reasonably
        acceptable to the Issuer and the Holder (the “Independent
        Appraiser”),
        provided
        that the Issuer shall have ten (10) days after receipt of notice from such
        Holder of its selection of such firm to object thereto, in which case such
        Holder shall select another such firm and the Issuer shall have no such right
        of
        objection. The Independent Appraiser selected by the Holder of this Warrant
        as
        provided in the preceding sentence shall be instructed to deliver a written
        opinion as to such matters to the Issuer and such Holder within thirty (30)
        days
        after submission to it of such dispute. Such opinion shall be final and binding
        on the parties hereto. The reasonable expenses of the Independent Appraiser
        in
        making such determination shall be paid by the Issuer, in the event the Holder's
        calculation was correct, or by the Holder, in the event the Issuer’s calculation
        was correct, or equally by the Issuer and the Holder in the event that neither
        the Issuer's or the Holder's calculation was correct.

       

      ARTICLE
        LXXXIXFractional
        Shares.
        No fractional shares of Warrant Stock will be issued in connection with any
        exercise hereof, but in lieu of such fractional shares, the Issuer shall
        round
        the number of shares to be issued upon exercise up to the nearest whole number
        of shares.

       

      ARTICLE
        XCOwnership
        Cap and Exercise Restriction.
        Notwithstanding anything to the contrary set forth in this Warrant, at no
        time
        may a Holder of this Warrant exercise this Warrant if the number of shares
        of
        Common Stock to be issued pursuant to such exercise would exceed, when
        aggregated with all other shares of Common Stock beneficially owned by such
        Holder at such time, the number of shares of Common Stock which would result
        in
        such Holder beneficially owning (as determined in accordance with Section
        13(d)
        of the Exchange Act and the rules thereunder) in excess of 4.99% of the then
        issued and outstanding shares of Common Stock; provided,
        however,
        that upon a holder of this Warrant providing the Issuer with sixty-one (61)
        days
        notice (pursuant to Section 13 hereof) (the “Waiver
        Notice”)
        that such Holder would like to waive this Section 7 with regard to any or
        all
        shares of Common Stock issuable upon exercise of this Warrant, this Section
        7
        will be of no force or effect with regard to all or a portion of the Warrant
        referenced in the Waiver Notice; provided,
        further,
        that this provision shall be of no further force or effect during the sixty-one
        (61) days immediately preceding the expiration of the term of this
        Warrant.


      
        
          
          

        

        
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      ARTICLE
        XCIRegistration
        Rights.
        The Holder of this Warrant is entitled to the benefit of certain registration
        rights with respect to the shares of Warrant Stock issuable upon the exercise
        of
        this Warrant pursuant to that certain Registration Rights Agreement, of even
        date herewith, by and among the Company and Persons listed on Schedule I
        thereto
        (the “Registration
        Rights Agreement”)
        and the registration rights with respect to the shares of Warrant Stock issuable
        upon the exercise of this Warrant by any subsequent Holder may only be assigned
        in accordance with the terms and provisions of the Registrations Rights
        Agreement.

       

      ARTICLE
        XCIIDefinitions.
        For the purposes of this Warrant, the following terms have the following
        meanings:

       

      “Additional
        Shares of Common Stock”
means
        all shares of Common Stock issued by the Issuer after the Original Issue
        Date,
        and all shares of Other Common, if any, issued by the Issuer after the Original
        Issue Date, except: (i) securities issued pursuant to a bona fide firm
        underwritten public offering of the Company’s securities, provided such
        underwritten public offering has been approved in advance by the holders
        of more
        than fifty percent (50%) of the then outstanding shares of Series A (the
        “Majority
        Holders”),
        (ii)
        securities issued (other than for cash) in connection with a strategic merger,
        acquisition, or consolidation, provided that the issuance of such securities
        in
        connection with such strategic merger, acquisition, or consolidation has
        been
        approved in advance by the Majority Holders, (iii) securities issued pursuant
        to
        the conversion or exercise of convertible or exercisable securities issued
        or
        outstanding on or prior to the date of the Purchase Agreement or issued pursuant
        to the Purchase Agreement (so long as the conversion or exercise price in
        such
        securities are not amended to lower such price and/or adversely affect the
        Holders), (iv) the Warrant Stock, (v) securities issued in connection with
        bona
        fide strategic license agreements or other partnering arrangements so long
        as
        such issuances are not for the purpose of raising capital and provided that
        the
        issuance of such securities in connection with such bona fide strategic license
        agreements or other partnering arrangements has been approved in advance
        by the
        Majority Holders, (vi) Common Stock issued or the issuance or grants of options
        to purchase Common Stock pursuant to the Issuer’s equity incentive plans
        outstanding as they exist on the date of the Purchase Agreement, (vii) the
        issuance or grants of options to purchase Common Stock to employees, officers
        or
        directors of the Issuer pursuant to any equity incentive plan duly adopted
        by
        the Board or a committee thereof established for such purpose so long as
        such
        issuances in the aggregate do not exceed ten percent (10)% of the issued
        and
        outstanding shares of Common Stock as of the Original Issue Date and the
        specified price at which the options may be exercised is equal to or greater
        than the Per Share Market Value as of the date of such grant, and (viii)
        any
        warrants, shares of Common Stock or other securities issued to a placement
        agent
        and its designees for the transactions contemplated by the Purchase Agreement
        or
        in any other sales of the Issuer’s securities and any securities issued in
        connection with any financial advisory agreements of the Issuer and the shares
        of Common Stock issued upon exercise of any such warrants or conversions
        of any
        such other securities.


      
        
          
          

        

        
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      “Articles
        of Incorporation”
means
        the Articles of Incorporation of the Issuer as in effect on the Original
        Issue
        Date, and as hereafter from time to time amended, modified, supplemented
        or
        restated in accordance with the terms hereof and thereof and pursuant to
        applicable law.

       

      “Board”
shall
        mean the Board of Directors of the Issuer.

       

      “Capital
        Stock”
means
        and includes (i) any and all shares, interests, participations or other
        equivalents of or interests in (however designated) corporate stock, including,
        without limitation, shares of preferred or preference stock, (ii) all
        partnership interests (whether general or limited) in any Person which is
        a
        partnership, (iii) all membership interests or limited liability company
        interests in any limited liability company, and (iv) all equity or ownership
        interests in any Person of any other type.

       

      “Common
        Stock”
means
        the Common Stock, $0.001 par value per share, of the Issuer and any other
        Capital Stock into which such stock may hereafter be changed.

       

      “Common
        Stock Equivalent”
means
        any Convertible Security or warrant, option or other right to subscribe for
        or
        purchase any Additional Shares of Common Stock or any Convertible
        Security.

       

      “Convertible
        Securities”
means
        evidences of Indebtedness, shares of Capital Stock or other Securities which
        are
        or may be at any time convertible into or exchangeable for Additional Shares
        of
        Common Stock. The term “Convertible Security” means one of the Convertible
        Securities.

       

      “Governmental
        Authority”
means
        any governmental, regulatory or self-regulatory entity, department, body,
        official, authority, commission, board, agency or instrumentality, whether
        federal, state or local, and whether domestic or foreign.

       

      “Holders”
mean
        the Persons who shall from time to time own any Warrant. The term “Holder” means
        one of the Holders.

       

      “Independent
        Appraiser”
means
        a
        nationally recognized or major regional investment banking firm or firm of
        independent certified public accountants of recognized standing (which may
        be
        the firm that regularly examines the financial statements of the Issuer)
        that is
        regularly engaged in the business of appraising the Capital Stock or assets
        of
        corporations or other entities as going concerns, and which is not affiliated
        with either the Issuer or the Holder of any Warrant.


      
        
          
          

        

        
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      “Issuer”
means
        Victory Divide Mining Company, a Nevada corporation, and its
        successors.

       

      “Majority
        Holders”
means
        at any time the Holders of Warrants exercisable for a majority of the shares
        of
        Warrant Stock issuable under the Warrants at the time outstanding.

       

      “Original
        Issue Date”
means
        October 3, 2007.

       

      “OTC
        Bulletin Board”
means
        the over-the-counter electronic bulletin board.

       

      “Other
        Common”
means
        any other Capital Stock of the Issuer of any class which shall be authorized
        at
        any time after the date of this Warrant (other than Common Stock) and which
        shall have the right to participate in the distribution of earnings and assets
        of the Issuer without limitation as to amount.

       

      “Outstanding
        Common Stock”
means,
        at any given time, the aggregate amount of outstanding shares of Common Stock,
        assuming full exercise, conversion or exchange (as applicable) of all options,
        warrants and other Securities which are convertible into or exercisable or
        exchangeable for, and any right to subscribe for, shares of Common Stock
        that
        are outstanding at such time.

       

      “Person”
means
        an individual, corporation, limited liability company, partnership, joint
        stock
        company, trust, unincorporated organization, joint venture, Governmental
        Authority or other entity of whatever nature.

       

      “Per
        Share Market Value”
means
        on any particular date (a) the last closing price per share of the Common
        Stock
        on such date on the OTC Bulletin Board or another registered national stock
        exchange on which the Common Stock is then listed, or if there is no closing
        price on such date, then the closing bid price on such date, or if there
        is no
        closing bid price on such date, then the closing price on such exchange or
        quotation system on the date nearest preceding such date, or (b) if the Common
        Stock is not listed then on the OTC Bulletin Board or any registered national
        stock exchange, the last closing price for a share of Common Stock in the
        over-the-counter market, as reported by the OTC Bulletin Board or in the
        National Quotation Bureau Incorporated or similar organization or agency
        succeeding to its functions of reporting prices) at the close of business
        on
        such date, or if there is no closing price on such date, then the closing
        bid
        price on such date, or (c) if the Common Stock is not then reported by the
        OTC
        Bulletin Board or the National Quotation Bureau Incorporated (or similar
        organization or agency succeeding to its functions of reporting prices),
        then
        the average of the “Pink Sheet” quotes for the five (5) Trading Days preceding
        such date of determination, or (d) if the Common Stock is not then publicly
        traded the fair market value of a share of Common Stock as determined by
        an
        Independent Appraiser selected in good faith by the Majority Holders;
provided,
        however,
        that
        the Issuer, after receipt of the determination by such Independent Appraiser,
        shall have the right to select an additional Independent Appraiser, in which
        case, the fair market value shall be equal to the average of the determinations
        by each such Independent Appraiser; and provided,
        further,
        that
        all determinations of the Per Share Market Value shall be appropriately adjusted
        for any stock dividends, stock splits or other similar transactions during
        such
        period. The determination of fair market value by an Independent Appraiser
        shall
        be based upon the fair market value of the Issuer determined on a going concern
        basis as between a willing buyer and a willing seller and taking into account
        all relevant factors determinative of value, and shall be final and binding
        on
        all parties. In determining the fair market value of any shares of Common
        Stock,
        no consideration shall be given to any restrictions on transfer of the Common
        Stock imposed by agreement or by federal or state securities laws, or to
        the
        existence or absence of, or any limitations on, voting rights.


      
        
          
          

        

        
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      “Purchase
        Agreement”
means
        the Series A Convertible Preferred Stock Purchase Agreement dated as of October
        3, 2007, among the Issuer and the Purchasers.

       

      “Purchasers”
means
        the purchasers of the Series A Convertible Preferred Stock and the Warrants
        issued by the Issuer pursuant to the Purchase Agreement.

       

      “Securities”
means
        any debt or equity securities of the Issuer, whether now or hereafter
        authorized, any instrument convertible into or exchangeable for Securities
        or a
        Security, and any option, warrant or other right to purchase or acquire any
        Security. “Security” means one of the Securities.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended, or any similar federal statute then
        in
        effect.

       

      “Subsidiary”
means
        any corporation at least 50% of whose outstanding Voting Stock shall at the
        time
        be owned directly or indirectly by the Issuer or by one or more of its
        Subsidiaries, or by the Issuer and one or more of its Subsidiaries.

       

      “Term”
has
        the
        meaning specified in Section 1 hereof.

       

      “Trading
        Day”
means
        (a) a day on which the Common Stock is traded on the OTC Bulletin Board,
        or (b)
        if the Common Stock is not traded on the OTC Bulletin Board, a day on which
        the
        Common Stock is quoted in the over-the-counter market as reported by the
        National Quotation Bureau Incorporated (or any similar organization or agency
        succeeding its functions of reporting prices); provided,
        however,
        that in
        the event that the Common Stock is not listed or quoted as set forth in (a)
        or
        (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
        any
        day which shall be a legal holiday or a day on which banking institutions
        in the
        State of New York are authorized or required by law or other government action
        to close.

       

      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: the Nasdaq Capital Market, the Nasdaq
        Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
        or
        the OTC Bulletin Board.

       

      “Voting
        Stock”
means,
        as applied to the Capital Stock of any corporation, Capital Stock of any
        class
        or classes (however designated) having ordinary voting power for the election
        of
        a majority of the members of the Board of Directors (or other governing body)
        of
        such corporation, other than Capital Stock having such power only by reason
        of
        the happening of a contingency.


      
        
          
          

        

        
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      “VWAP”
means,
        for any date, the price determined by the first of the following clauses
        that
        applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
        the daily volume weighted average price of the Common Stock for such date
        (or
        the nearest preceding date) on the Trading Market on which the Common Stock
        is
        then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
        from
        9:30 a.m. New York City time to 4:02 p.m. New York City time); (b) if the
        OTC
        Bulletin Board is not a Trading Market, the volume weighted average price
        of the
        Common Stock for such date (or the nearest preceding date) on the OTC Bulletin
        Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin
        Board and if prices for the Common Stock are then reported in the "Pink Sheets"
        published by Pink Sheets, LLC (or a similar organization or agency succeeding
        to
        its functions of reporting prices), the most recent bid price per share of
        the
        Common Stock so reported; or (d) in all other cases, the fair market value
        of a
        share of Common Stock as determined by an independent appraiser selected
        in good
        faith by the Holders of a majority in interest of the Warrants then outstanding
        and reasonably acceptable to the Company, the fees and expenses of which
        shall
        be paid by the Company.

       

      “Warrants”
means
        the Warrants issued and sold pursuant to the Purchase Agreement, including,
        without limitation, this Warrant, and any other warrants of like tenor issued
        in
        substitution or exchange for any thereof pursuant to the provisions of Section
        2(c), 2(d) or 2(e) hereof or of any of such other Warrants.

       

      “Warrant
        Price”
        initially means $3.85, as such price may be adjusted from time to time as
        shall
        result from the adjustments specified in this Warrant, including Section
        4
        hereto.

       

      “Warrant
        Share Number”
means
        at any time the aggregate number of shares of Warrant Stock which may at
        such
        time be purchased upon exercise of this Warrant, after giving effect to all
        prior adjustments and increases to such number made or required to be made
        under
        the terms hereof.

       

      “Warrant
        Stock”
means
        Common Stock issuable upon exercise of any Warrant or Warrants or otherwise
        issuable pursuant to any Warrant or Warrants.

       

      ARTICLE
        XCIIIOther
        Notices.
        In case at any time:

       

      Section
        93.1 the
        Issuer shall make any distributions to the holders of Common Stock;
        or

       

      Section
        93.2 the
        Issuer shall authorize the granting to all holders of its Common Stock of
        rights
        to subscribe for or purchase any shares of Capital Stock of any class or
        other
        rights; or

       

      Section
        93.3 there
        shall be any reclassification of the Capital Stock of the Issuer;
        or

       

      Section
        93.4 there
        shall be any capital reorganization by the Issuer; or


      
        
          
          

        

        
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      Section
        93.5 there
        shall be any (i) consolidation or merger involving the Issuer or (ii) sale,
        transfer or other disposition of all or substantially all of the Issuer’s
        property, assets or business (except a merger or other reorganization in
        which
        the Issuer shall be the surviving corporation and its shares of Capital Stock
        shall continue to be outstanding and unchanged and except a consolidation,
        merger, sale, transfer or other disposition involving a wholly-owned
        Subsidiary); or

       

      Section
        93.6 there
        shall be a voluntary or involuntary dissolution, liquidation or winding-up
        of
        the Issuer or any partial liquidation of the Issuer or distribution to holders
        of Common Stock;

       

      then,
        in
        each of such cases, the Issuer shall give written notice to the Holder of
        the
        date on which (i) the books of the Issuer shall close or a record shall be
        taken
        for such dividend, distribution or subscription rights or (ii) such
        reorganization, reclassification, consolidation, merger, disposition,
        dissolution, liquidation or winding-up, as the case may be, shall take place.
        Such notice also shall specify the date as of which the holders of Common
        Stock
        of record shall participate in such dividend, distribution or subscription
        rights, or shall be entitled to exchange their certificates for Common Stock
        for
        securities or other property deliverable upon such reorganization,
        reclassification, consolidation, merger, disposition, dissolution, liquidation
        or winding-up, as the case may be. Such notice shall be given at least twenty
        (20) days prior to the action in question and not less than ten (10) days
        prior
        to the record date or the date on which the Issuer’s transfer books are closed
        in respect thereto. This Warrant entitles the Holder to receive copies of
        all
        financial and other information distributed or required to be distributed
        to the
        holders of the Common Stock.

       

      ARTICLE
        XCIVAmendment
        and Waiver.
        Any term, covenant, agreement or condition in this Warrant may be amended,
        or
        compliance therewith may be waived (either generally or in a particular instance
        and either retroactively or prospectively), by a written instrument or written
        instruments executed by the Issuer and the Majority Holders;
provided,
        however,
        that no such amendment or waiver shall reduce the Warrant Share Number, increase
        the Warrant Price, shorten the period during which this Warrant may be exercised
        or modify any provision of this Section 11 without the consent of the Holder
        of
        this Warrant. No consideration shall be offered or paid to any person to
        amend
        or consent to a waiver or modification of any provision of this Warrant unless
        the same consideration is also offered to all holders of the
        Warrants.

       

      ARTICLE
        XCVGoverning
        Law; Jurisdiction.
        This Warrant shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Warrant shall not be interpreted or construed
        with
        any presumption against the party causing this Warrant to be drafted. The
        Issuer
        and the Holder agree that venue for any dispute arising under this Warrant
        will
        lie exclusively in the state or federal courts located in New York County,
        New
        York, and the parties irrevocably waive any right to raise forum non conveniens
        or any other argument that New York is not the proper venue. The Issuer and
        the
        Holder irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Issuer and the Holder consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        to
        such party at the address in effect for notices to it under this Warrant
        and
        agree that such service shall constitute good and sufficient service of process
        and notice thereof. Nothing in this Section 12 shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Issuer and the
        Holder
        hereby agree that the prevailing party in any suit, action or proceeding
        arising
        out of or relating to this Warrant or the Purchase Agreement, shall be entitled
        to reimbursement for reasonable legal fees from the non-prevailing party.
        The
        parties hereby waive all rights to a trial by jury.


      
        
          
          

        

        
          191

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        XCVINotices.
        All notices, demands, consents, requests, instructions and other communications
        to be given or delivered or permitted under or by reason of the provisions
        of
        this Agreement or in connection with the transactions contemplated hereby
        shall
        be in writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing), or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 13), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.

       

      


      
        	
                If
                  to the Issuer: 

                 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900  

                Tel:
                  86-469-467-8077

                Fax:
                  86-469-469-3000 

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to any Holder:

              	
                At
                  the address of such Holder set forth on Exhibit A to this Agreement,
                  with
                  copies to Holder’s counsel as set forth on Exhibit A or as specified in
                  writing by such Holder with copies
                  to:

              


      


      
        
          
          

        

        
          192

          
            

          

        

        
          
          

        

      


      


      
        	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

       

      ARTICLE
        XCVIIWarrant
        Agent.
        The Issuer may, by written notice to the Holder of this Warrant, appoint
        an
        agent having an office in New York, New York for the purpose of issuing shares
        of Warrant Stock on the exercise of this Warrant pursuant to subsection (b)
        of
        Section 2 hereof, exchanging this Warrant pursuant to subsection (d) of Section
        2 hereof or replacing this Warrant pursuant to subsection (d) of Section
        3
        hereof, or any of the foregoing, and thereafter any such issuance, exchange
        or
        replacement, as the case may be, shall be made at such office by such
        agent.

       

      ARTICLE
        XCVIIIRemedies.
        The Issuer stipulates that the remedies at law of the Holder of this Warrant
        in
        the event of any default or threatened default by the Issuer in the performance
        of or compliance with any of the terms of this Warrant are not and will not
        be
        adequate and that, to the fullest extent permitted by law, such terms may
        be
        specifically enforced by a decree for the specific performance of any agreement
        contained herein or by an injunction against a violation of any of the terms
        hereof or otherwise.

       

      ARTICLE
        XCIXSuccessors
        and Assigns.
        This Warrant and the rights evidenced hereby shall inure to the benefit of
        and
        be binding upon the successors and assigns of the Issuer, the Holder hereof
        and
        (to the extent provided herein) the Holders of Warrant Stock issued pursuant
        hereto, and shall be enforceable by any such Holder or Holder of Warrant
        Stock.

       

      ARTICLE
        CModification
        and Severability.
        If, in any action before any court or agency legally empowered to enforce
        any
        provision contained herein, any provision hereof is found to be unenforceable,
        then such provision shall be deemed modified to the extent necessary to make
        it
        enforceable by such court or agency. If any such provision is not enforceable
        as
        set forth in the preceding sentence, the unenforceability of such provision
        shall not affect the other provisions of this Warrant, but this Warrant shall
        be
        construed as if such unenforceable provision had never been contained
        herein.

       

      ARTICLE
        CIHeadings.
        The headings of the Sections of this Warrant are for convenience of reference
        only and shall not, for any purpose, be deemed a part of this
        Warrant.


      
        
          
          

        

        
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      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Issuer has executed this Series D Warrant as of the
        day and
        year first above written.

       

      VICTORY
        DIVIDE MINING COMPANY


       

      By:
        ___/s/
        Shulin Liu_________

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer


      
        
          
          

        

        
          195

          
            

          

        

        
          
          

        

      


       

      EXERCISE
        FORM

      SERIES
        D
        WARRANT

       

      VICTORY
        DIVIDE MINING COMPANY

       

      The
        undersigned _______________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase _____ shares of Common Stock of
        ________________________________ covered by the within Warrant.

          

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      
      

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _________________________

       

      The
        undersigned is an “accredited investor” as defined in Regulation D under the
        Securities Act of 1933, as amended.

       

      The
        undersigned intends that payment of the Warrant Price shall be made as (check
        one):

       

      Cash
        Exercise_______

       

      Cashless
        Exercise_______

       

      If
        the
        Holder has elected a Cash Exercise, the Holder shall pay the sum of $________
        by
        certified or official bank check (or via wire transfer) to the Issuer in
        accordance with the terms of the Warrant.

       

      If
        the
        Holder has elected a Cashless Exercise, a certificate shall be issued to
        the
        Holder for the number of shares equal to the whole number portion of the
        product
        of the calculation set forth below, which is ___________. The Company shall
        pay
        a cash adjustment in respect of the fractional portion of the product of
        the
        calculation set forth below in an amount equal to the product of the fractional
        portion of such product and the Per Share Market Value on the date of exercise,
        which product is ____________.

       

      X
        = Y -
(A)(Y)

      B

       

      Where:

       

      The
        number of shares of Common Stock to be issued to the Holder
        __________________(“X”).


      
        
          
          

        

        
          196

          
            

          

        

        
          
          

        

      


       

      The
        number of shares of Common Stock purchasable upon exercise of all of the
        Warrant
        or, if only a portion of the Warrant is being exercised, the portion of the
        Warrant being exercised ___________________________ (“Y”).

       

      The
        Warrant Price ______________ (“A”).

       

      The
        Per
        Share Market Value of one share of Common Stock _______________________
        (“B”).

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the within Warrant and all rights evidenced thereby and
        does
        irrevocably constitute and appoint _____________, attorney, to transfer the
        said
        Warrant on the books of the within named corporation.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      PARTIAL
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, _________________ hereby sells, assigns and transfers unto
        __________________ the right to purchase _________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint ___________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

      

        
          	
                  Dated:

                	
                         

                	
                        

                	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	 


        

      

      FOR
        USE
        BY THE ISSUER ONLY:

       

      This
        Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
        ___________, _____, shares of Common Stock issued therefor in the name of
        _______________, Warrant No. W-_____ issued for ____ shares of Common Stock
        in
        the name of _______________.

       



      
        
          
          

        

        
          197

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        D-1 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

      _________________________________________________

       

      FORM
        OF REGISTRATION RIGHTS AGREEMENT

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of October 3, 2007, by and among Victory Divide
        Mining
        Company, a Nevada corporation (the “Company”),
        and
        the purchasers listed on Schedule I hereto (the “Purchasers”).

       

      This
        Agreement is being entered into pursuant to the Series A Convertible Preferred
        Stock Purchase Agreement dated as of the date hereof among the Company and
        the
        Purchasers (the “Purchase
        Agreement”).

       

      The
        Company and the Purchasers hereby agree as follows:

       

      ARTICLE
        CIIDefinitions.

       

      Capitalized
        terms used and not otherwise defined herein shall have the meanings given
        such
        terms in the Purchase Agreement. As used in this Agreement, the following
        terms
        shall have the following meanings:

       

      “Additional
        Filing Date”
shall
        mean the thirtieth (30th)
        day
        following the date on which a Demand Notice is received by the Company;
provided
        that if
        any Additional Filing Date falls on a Saturday, Sunday or any other day which
        shall be a legal holiday or a day on which the Commission is authorized by
        law
        or other government actions to close, the Additional Filing Date shall be the
        following Business Day.

       

      “Advice”
shall
        have meaning set forth in Section 3(m).

       

      “Affiliate”
means,
        with respect to any Person, any other Person that directly or indirectly
        controls or is controlled by or under common control with such Person. For
        the
        purposes of this definition, “control,” when used with respect to any Person,
        means the possession, direct or indirect, of the power to direct or cause
        the
        direction of the management and policies of such Person, whether through
        the
        ownership of voting securities, by contract or otherwise; and the terms of
        “affiliated,”
        “controlling”
and
        “controlled”
have
        meanings correlative to the foregoing.

       

      “Board”
shall
        have meaning set forth in Section 3(n).

       

      “Business
        Day”
means
        any day except Saturday, Sunday and any day which shall be a legal holiday
        or a
        day on which banking institutions in the state of New York generally are
        authorized or required by law or other government actions to
        close.


      
        
          
          

        

        
          198

          
            

          

        

        
          
          

        

      


       

      “Closing
        Date”
means
        the date of the Closing of the purchase and sale of the Preferred Stock and
        the
        Warrants pursuant to the Purchase Agreement.

       

      “Commission”
means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
means
        the Company’s Common Stock, par value $0.001 per share.

       

      “Demand
        Notice”
shall
        have the meaning set forth in Section 2A.

       

      “Effectiveness
        Date”
means,
        with respect to any Registration Statement the earlier of (A) the one hundred
        twentieth (120th)
        day
        following the Filing Date or any Additional Filing Dates, as applicable,
        or (B)
        in the event the Registration Statement receives a “full review” by the
        Commission, the one hundred fiftieth (150th)
        day
        following the Filing Date or any Additional Filing Dates, as applicable,
        which
        shall be extended for an additional thirty (30) days in the event the Commission
        provides comments solely on the issues related to Rule 415, or (C) the date
        which is within three (3) Business Days after the date on which the Commission
        informs the Company the (i) the Commission will not review a Registration
        Statement or (ii) the Company may request the acceleration of the effectiveness
        of a Registration Statement and the Company makes such request; provided,
        that,
        if the Effectiveness Date falls on a Saturday, Sunday or any other day which
        shall be a legal holiday or a day on which the Commission is authorized or
        required by law or other government actions to close, the Effectiveness Date
        shall be the following Business Day.

       

      “Effectiveness
        Period”
shall
        have the meaning set forth in Section 2.

       

      “Event”
shall
        have the meaning set forth in Section 7(e).

       

      “Event
        Date”
shall
        have the meaning set forth in Section 7(e).

       

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

       

      “Filing
        Date”
means,
        the thirtieth (30th)
        day
        following the Closing Date; provided,
        that,
        if the Filing Date falls on a Saturday, Sunday or any other day which shall
        be a
        legal holiday or a day on which the Commission is authorized or required
        by law
        or other government actions to close, the Filing Date shall be the following
        Business Day.

       

      “Holder”
or
        “Holders”
means
        the holder or holders, as the case may be, from time to time of Registrable
        Securities.

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 5(c).

       

      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 5(c).

       

      “Initiating
        Holders”
shall
        have the meaning set forth in Section 2A.

       

      “Little
        Shares”
means
        the shares of Common Stock listed in Schedule II hereto.


      
        
          
          

        

        
          199

          
            

          

        

        
          
          

        

      


       

      “Losses”
shall
        have the meaning set forth in Section 5(a).

       

      “Person”
means
        an individual or a corporation, partnership, trust, incorporated or
        unincorporated association, joint venture, limited liability company, joint
        stock company, government (or an agency or political subdivision thereof)
        or
        other entity of any kind.

       

      “Preferred
        Stock”
means
        shares of the Company’s Series A Convertible Preferred Stock issued to the
        Purchasers pursuant to the Purchase Agreement.

       

      “Proceeding”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Prospectus”
means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference in such
        Prospectus.

       

      “Registrable
        Securities”
means
        (i) the shares of Common Stock issuable upon conversion of the Preferred
        Stock
        (“Conversion Shares”), (ii) the shares of Common Stock issuable upon exercise of
        the Warrants (collectively, the “Warrant Shares”) and (iii) the shares of Common
        Stock that may be acquired by the Purchasers either (x) upon their release
        from
        escrow on the terms and subject to the conditions set forth in the Securities
        Escrow Agreement (the “Escrow Shares”) and (y) pursuant to Section 3.25 of the
        Purchase Agreement (the “Principal Stockholder Shares”).

       

      “Registration
        Statement”
means
        the registration statements and any additional registration statements
        contemplated by Section 2, including (in each case) the Prospectus, amendments
        and supplements to such registration statement or Prospectus, including pre-
        and
        post-effective amendments, all exhibits thereto, and all material incorporated
        by reference in such registration statement.

       

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

       

      “Rule
        158”
means
        Rule 158 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.

       

      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.


      
        
          
          

        

        
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      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.

       

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

       

      “Securities
        Escrow Agreement”
means
        the Securities Escrow Agreement dated as of October 3, 2007 by and among
        the
        Company, Vision Opportunity Master Fund, Ltd, as purchaser representative
        Winner
        State International Limited, a British Virgin Islands company and Loeb &
Loeb LLP.

       

      “Series
        J Warrant”
means
        the Series J Warrant of the Company dated October 3, 2007.

       

      “Series
        B Convertible Preferred Stock”
means
        the $0.001 par value per share Series B Convertible Preferred Stock of the
        Company.

       

      “Special
        Counsel”
means
        ____________________, for which the Holders will be reimbursed by the Company
        pursuant to Section 4.

       

      “2008
        Escrow Shares”
shall
        have the meaning ascribed to such term in the Securities Escrow
        Agreement.

       

      “2007
        Escrow Shares”
shall
        have the meaning ascribed to such term in the Securities Escrow
        Agreement.

       

      “Warrants”
means
        the warrants to purchase shares of Common Stock issued to the Purchasers
        pursuant to the Purchase Agreement.

       

      ARTICLE
        CIIIResale Registrations. 

       

      Section
        103.1 On
        or
        prior to the Filing Date, the Company shall prepare and file with the Commission
        a “resale” Registration Statement providing for the resale of all Conversion
        Shares for an offering to be made on a continuous basis pursuant to Rule
        415.
        Such Registration Statement shall be on Form SB-2 (except if the Company
        is not
        then eligible to register for resale the Conversion Shares on Form SB-2,
        in
        which case such registration shall be on another appropriate form in accordance
        herewith and the Securities Act and the rules promulgated thereunder). Such
        Registration Statement shall cover to the extent allowable under the Securities
        Act and the rules promulgated thereunder (including Rules 415 and 416), such
        indeterminate number of additional shares of Common Stock resulting from
        stock
        splits, stock dividends or similar transactions with respect to the Conversion
        Shares. The Company shall (i) not permit any securities other than the
        Conversion Shares to be included in such Registration Statement and (ii)
        use its
        best efforts to cause such Registration Statement to be declared effective
        under
        the Securities Act as promptly as possible after the filing thereof, but
        in any
        event prior to the applicable Effectiveness Date, and to keep such Registration
        Statement continuously effective under the Securities Act until such date
        as is
        the earlier of (x) the date when all Conversion Shares covered by such
        Registration Statement have been sold or (y) the date on which the Conversion
        Shares may be sold without any restriction pursuant to Rule 144(k) as determined
        by the counsel to the Company pursuant to a written opinion letter, addressed
        to
        the Company’s transfer agent to such effect (the “Effectiveness Period”). The
        Company shall request that the effective time of any such Registration Statement
        is 5:00 p.m. Eastern Time on the effective date. 


      
        
          
          

        

        
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      Section
        103.2 In
        the
        event that the Company is unable to register for resale under Rule 415 all
        of
        the Conversion Shares and Little Shares on the Registration Statement that
        it
        has agreed to file pursuant to the first sentence of this Section 2(a) due
        to
        limits imposed by the Commission’s interpretation of Rule 415, the Company will
        file a Registration Statement under the Securities Act with the Commission
        covering the resale by the Purchasers of such lesser amount of the Conversion
        Shares and the Little Shares as the Company is able to register pursuant
        to the
        Commission’s interpretation of Rule 415 of Regulation C under the Securities Act
        and use its reasonable best efforts to have such Registration Statement become
        effective as promptly as possible and, when permitted to do so by the
        Commission, to file subsequent registration statement(s) under the Securities
        Act with the Commission covering the resale of any Conversion Shares and
        Little
        Shares that were omitted from previous registration statement(s) and use
        its
        reasonable best efforts to have such registration declared effective as promptly
        as possible. In furtherance of the Company’s obligations set forth in the
        preceding sentence, the parties hereby agree that in the event that any Holder
        shall deliver to the Company a written notice at any time after the later
        of (x)
        the date which is six months after the Effectiveness Date of the latest
        Registration Statement that was filed pursuant to Section 2(a) or 2(b) hereof,
        as applicable, or (y) the date on which all Conversion Shares registered
        on all
        of the prior Registration Statements filed pursuant to Section 2(a) and 2(b)
        hereof are sold, that the Company shall file, within 30 days following the
        date
        of receipt of such written notice, an additional Registration Statement
        registering any Conversion Shares that were omitted from the initial
        Registration Statement. 

       

      2A. Demand
        Registrations.

       

      (a) At
        any
        time following the date on which all Conversion Shares have been registered
        for
        resale pursuant to Section 2 hereof (the “Permitted Request Date”), (i) a Holder
        or Holders owning 25% or more in interest of the Registrable Securities (other
        than the Conversion Shares) (the “Initiating Holders”) may request that the
        Company file a Registration Statement providing for the resale of all
        Registrable Securities then held by the Initiating Holders by giving written
        notice (a “Demand Notice”) of such demand to the Company. The Demand Notice
        shall describe the number of Registrable Securities intended to be disposed
        of
        and the intended method of disposition. The Company shall then prepare and
        file
        with the Commission on or prior to the Additional Filing Date, a “resale”
Registration Statement providing for the resale of all Registrable Securities
        included in the Demand Notice for an offering to be made on a continuous
        basis
        pursuant to Rule 415. Any such Registration Statements shall be on Form SB-2
        (except if the Company is not then eligible to register for resale such
        Registrable Securities on Form SB-2, in which case such registrations shall
        be
        on another appropriate form in accordance herewith and the Securities Act
        and
        the rules promulgated thereunder). Each such Registration Statement shall
        cover
        to the extent allowable under the Securities Act and the rules promulgated
        thereunder (including Rules 415 and 416), such indeterminate number of
        additional shares of Common Stock resulting from stock splits, stock dividends
        or similar transactions with respect to the Registrable Securities. The Company
        shall (i) not permit any securities other than the Registrable Securities
        to be
        included in any such Registration Statement and (ii) use its reasonable best
        efforts to cause any such Registration Statement to be declared effective
        under
        the Securities Act as promptly as possible after the filing thereof, but
        in any
        event prior to the applicable Effectiveness Date, and to keep any such
        Registration Statement continuously effective under the Securities Act until
        such date as is the earlier of (x) the date when all Registrable Securities
        covered by such Registration Statement have been sold or (y) the date on
        which
        the Registrable Securities may be sold without any restriction pursuant to
        Rule
        144(k) as determined by the counsel to the Company pursuant to a written
        opinion
        letter, addressed to the Company’s transfer agent to such effect (the
“Effectiveness Period”). The Company shall request that the effective time of
        any such Registration Statement is 5:00 p.m. Eastern Time on the effective
        date.



      
        
          
          

        

        
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      (b) In
        the
        event that the Company is unable to register for resale under Rule 415 all
        of
        the Registrable Securities on any of the Registration Statements that it
        has
        agreed to file pursuant to the first sentence of this Section 2A(a) due to
        limits imposed by the Commission’s interpretation of Rule 415 of Regulation C,
        the Company will file a Registration Statement under the Securities Act with
        the
        Commission covering the resale by the Purchasers of such lesser amount of
        the
        Registrable Securities (in the proportions set forth in the last sentence
        of
        this Section 2A(b)) as the Company is able to register pursuant to the
        Commission’s interpretation of Rule 415 and use its reasonable best efforts to
        have such Registration Statement become effective as promptly as possible,
        and,
        when permitted to do so by the Commission, to file subsequent registration
        statement(s) under the Securities Act with the Commission covering the resale
        of
        any Registrable Securities that were omitted from its prior Registration
        Statements filed with the Commission pursuant to this Section 2A(b) and use
        its
        reasonable best efforts to have such registration declared effective as promptly
        as possible. In furtherance of the Company’s obligations set forth in the
        preceding sentence, the parties hereby agree that in the event that any Holder
        shall deliver to the Company a written notice at any time after the later
        of (x)
        the date which is six months after the Effectiveness Date of the latest
        Registration Statement filed pursuant to Section 2A(a) or 2A(b) hereof, as
        applicable, or (y) the date on which all Registrable Securities registered
        on
        all of the prior Registration Statements filed pursuant to Section 2A(a)
        and
        2A(b) hereof are sold, that the Company shall file, within 30 days following
        the
        date of receipt of such written notice, an additional Registration Statement
        registering any Registrable Securities that were the subject of the applicable
        Demand Notice that were omitted from such prior Registration Statements.
        

       

      ARTICLE
        CIVRegistration Procedures.

       

      In
        connection with the Company’s registration obligations hereunder, the Company
        shall:

       

      Section
        104.1 Prepare
        and file with the Commission, on or prior to each of the Filing Date and
        each
        Additional Filing Date, a Registration Statement on Form SB-2 (or if the
        Company
        is not then eligible to register for resale the Registrable Securities on
        Form
        SB-2 such registration shall be on another appropriate form in accordance
        herewith and the Securities Act and the rules promulgated thereunder) in
        accordance with the plan of distribution as set forth on Exhibit
        A
        hereto
        and in accordance with applicable law, and cause such Registration Statement
        to
        become effective and remain effective as provided herein; provided,
        however,
        that
        not less than five (5) Business Days prior to the filing of such Registration
        Statement or any related Prospectus or any amendment or supplement thereto,
        the
        Company shall (i) furnish to the Holders and any Special Counsel, copies
        of all
        such documents proposed to be filed, which documents will be subject to the
        review of such Holders and such Special Counsel, and (ii) cause its officers
        and
        directors, counsel and independent certified public accountants to respond
        to
        such inquiries as shall be necessary, in the reasonable opinion of Special
        Counsel, to conduct a reasonable review of such documents. The Company shall
        not
        file any Registration Statement or any such Prospectus or any amendments
        or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities or any Special Counsel shall reasonably object in writing within
        three (3) Business Days of their receipt thereof.


      
        
          
          

        

        
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      Section
        104.2 (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to each Registration Statement as may be necessary to keep such
        Registration Statement continuously effective as to the applicable Registrable
        Securities for the applicable Effectiveness Period and prepare and file with
        the
        Commission such additional Registration Statements as necessary in order
        to
        register for resale under the Securities Act all of the Registrable Securities;
        (ii) cause any related Prospectus to be amended or supplemented by any required
        Prospectus supplement, and as so supplemented or amended to be filed pursuant
        to
        Rule 424 (or any similar provisions then in force) promulgated under the
        Securities Act; (iii) respond as promptly as possible, but in no event later
        than ten (10) Business Days, to any comments received from the Commission
        with
        respect to any such Registration Statement or any amendment thereto and as
        promptly as possible provide the Holders true and complete copies of all
        correspondence from and to the Commission relating to any such Registration
        Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities
        Act no later than 9:00 a.m. Eastern Time on the Business Day following the
        date
        any such Registration Statement is declared effective by the Commission;
        and (v)
        comply in all material respects with the provisions of the Securities Act
        and
        the Exchange Act with respect to the disposition of all Registrable Securities
        covered by any such Registration Statement during the Effectiveness Period
        in
        accordance with the intended methods of disposition by the Holders thereof
        set
        forth in such Registration Statement as so amended or in such Prospectus
        as so
        supplemented.

       

      Section
        104.3 Notify
        the Holders of Registrable Securities and any Special Counsel as promptly
        as
        possible (and, in the case of (i)(A) below, not less than three (3) Business
        Days prior to such filing, and in the case of (iii) below, on the same day
        of
        receipt by the Company of such notice from the Commission) and (if requested
        by
        any such Person) confirm such notice in writing no later than one (1) Business
        Day following the day (i)(A) when a Prospectus or any Prospectus supplement
        or
        post-effective amendment to any Registration Statement is filed; (B) when
        the
        Commission notifies the Company whether there will be a “review” of such
        Registration Statement and whenever the Commission comments in writing on
        such
        Registration Statement and (C) with respect to any Registration Statement
        or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other Federal or state governmental authority
        for amendments or supplements to any Registration Statement or Prospectus
        or for
        additional information; (iii) of the issuance by the Commission of any stop
        order suspending the effectiveness of any Registration Statement covering
        any or
        all of the Registrable Securities or the initiation or threatening of any
        Proceedings for that purpose; (iv) if at any time any of the representations
        and
        warranties of the Company contained in any agreement contemplated hereby
        ceases
        to be true and correct in all material respects; (v) of the receipt by the
        Company of any notification with respect to the suspension of the qualification
        or exemption from qualification of any of the Registrable Securities for
        sale in
        any jurisdiction, or the initiation or threatening of any Proceeding for
        such
        purpose; and (vi) of the occurrence of any event that makes any statement
        made
        in any Registration Statement or Prospectus or any document incorporated
        or
        deemed to be incorporated therein by reference untrue in any material respect
        or
        that requires any revisions to such Registration Statement, Prospectus or
        other
        documents so that, in the case of any Registration Statement or the Prospectus,
        as the case may be, it will not contain any untrue statement of a material
        fact
        or omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in the light of the circumstances under which
        they
        were made, not misleading.


      
        
          
          

        

        
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      Section
        104.4 Use
        its
        best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of,
        as promptly as possible, (i) any order suspending the effectiveness of any
        such
        Registration Statement or (ii) any suspension of the qualification (or exemption
        from qualification) of any of the Registrable Securities for sale in any
        jurisdiction.

       

      Section
        104.5 If
        requested by the Holders of a majority in interest of the Registrable
        Securities, (i) promptly incorporate in a Prospectus supplement or
        post-effective amendment to any Registration Statement such information as
        the
        Company reasonably agrees should be included therein and (ii) make all required
        filings of such Prospectus supplement or such post-effective amendment as
        soon
        as practicable after the Company has received notification of the matters
        to be
        incorporated in such Prospectus supplement or post-effective
        amendment.

       

      Section
        104.6 If
        requested by any Holder, furnish to such Holder and any Special Counsel,
        without
        charge, at least one conformed copy of each Registration Statement and each
        amendment thereto, including financial statements and schedules, all documents
        incorporated or deemed to be incorporated therein by reference, and all exhibits
        to the extent requested by such Person (including those previously furnished
        or
        incorporated by reference) promptly after the filing of such documents with
        the
        Commission.

       

      Section
        104.7 Promptly
        deliver to each Holder and any Special Counsel, without charge, as many copies
        of the Prospectus or Prospectuses (including each form of prospectus) and
        each
        amendment or supplement thereto as such Persons may reasonably request; and
        subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents
        to the use of such Prospectus and each amendment or supplement thereto by
        each
        of the selling Holders in connection with the offering and sale of the
        Registrable Securities covered by such Prospectus and any amendment or
        supplement thereto.

       

      Section
        104.8 Prior
        to
        any public offering of Registrable Securities, use its best efforts to register
        or qualify or cooperate with the selling Holders and any Special Counsel
        in
        connection with the registration or qualification (or exemption from such
        registration or qualification) of such Registrable Securities for offer and
        sale
        under the securities or Blue Sky laws of such jurisdictions within the United
        States as any Holder requests in writing, to keep each such registration
        or
        qualification (or exemption therefrom) effective during the Effectiveness
        Period
        and to do any and all other acts or things necessary or advisable to enable
        the
        disposition in such jurisdictions of the Registrable Securities covered by
        a
        Registration Statement; provided,
        however,
        that
        the Company shall not be required to qualify generally to do business in
        any
        jurisdiction where it is not then so qualified or to take any action that
        would
        subject it to general service of process in any such jurisdiction where it
        is
        not then so subject or subject the Company to any material tax in any such
        jurisdiction where it is not then so subject.


      
        
          
          

        

        
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      Section
        104.9 Cooperate
        with the Holders to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be sold pursuant to a
        Registration Statement, which certificates, to the extent permitted by the
        Purchase Agreement and applicable federal and state securities laws, shall
        be
        free of all restrictive legends, and to enable such Registrable Securities
        to be
        in such denominations and registered in such names as any Holder may request
        in
        connection with any sale of Registrable Securities.

       

      Section
        104.10 Upon
        the
        occurrence of any event contemplated by Section 3(c)(vi), as promptly as
        possible, prepare a supplement or amendment, including a post-effective
        amendment, to a Registration Statement or a supplement to the related Prospectus
        or any document incorporated or deemed to be incorporated therein by reference,
        and file any other required document so that, as thereafter delivered, neither
        such Registration Statement nor such Prospectus will contain an untrue statement
        of a material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.

       

      Section
        104.11 Use
        its
        best efforts to cause all Registrable Securities relating to any Registration
        Statement to be listed or quoted on the OTC Bulletin Board or any other
        securities exchange, quotation system or market, if any, on which similar
        securities issued by the Company are then listed or traded as and when required
        pursuant to the Purchase Agreement.

       

      Section
        104.12 Comply
        in
        all material respects with all applicable rules and regulations of the
        Commission and make generally available to its security holders all documents
        filed or required to be filed with the Commission, including, but not limited,
        to, earning statements satisfying the provisions of Section 11(a) of the
        Securities Act and Rule 158 not later than 45 days after the end of any three
        month period (or 90 days after the end of any 12-month period if such period
        is
        a fiscal year) commencing on the first day of the first fiscal quarter of
        the
        Company after the effective date of each of the Registration Statements,
        which
        statement shall conform to the requirements of Rule 158.

       

      Section
        104.13 The
        Company may require each selling Holder to furnish to the Company information
        regarding such Holder and the distribution of such Registrable Securities
        as is
        required by law to be disclosed in any Registration Statement, Prospectus,
        or
        any amendment or supplement thereto, and the Company may exclude from such
        registration the Registrable Securities of any such Holder who unreasonably
        fails to furnish such information within a reasonable time after receiving
        such
        request.

       

      If
        any
        Registration Statement refers to any Holder by name or otherwise as the holder
        of any securities of the Company, then such Holder shall have the right to
        require (if such reference to such Holder by name or otherwise is not required
        by the Securities Act or any similar federal statute then in force) the deletion
        of the reference to such Holder in any amendment or supplement to such
        Registration Statement filed or prepared subsequent to the time that such
        reference ceases to be required.


      
        
          
          

        

        
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      Each
        Holder covenants and agrees that it will not sell any Registrable Securities
        under any Registration Statement until the Company has electronically filed
        the
        Prospectus as then amended or supplemented as contemplated in Section 3(g)
        and
        notice from the Company that such Registration Statement and any post-effective
        amendments thereto have become effective as contemplated by Section
        3(c).

       

      Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or
        3(n),
        such Holder will forthwith discontinue disposition of such Registrable
        Securities under a Registration Statement until such Holder’s receipt of the
        copies of the supplemented Prospectus and/or amended Registration Statement
        contemplated by Section 3(j), or until it is advised in writing (the
“Advice”)
        by the
        Company that the use of the applicable Prospectus may be resumed, and, in
        either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such Prospectus
        or
        Registration Statement.

       

      Section
        104.14 If
        (i)
        there is material non-public information regarding the Company which the
        Company’s Board of Directors (the “Board”)
        determines not to be in the Company’s best interest to disclose and which the
        Company is not otherwise required to disclose, (ii) there is a significant
        business opportunity (including, but not limited to, the acquisition or
        disposition of assets (other than in the ordinary course of business) or
        any
        merger, consolidation, tender offer or other similar transaction) available
        to
        the Company which the Board determines not to be in the Company’s best interest
        to disclose, or (iii) the Company is required to file a post-effective amendment
        to a Registration Statement to incorporate the Company’s quarterly and annual
        reports and audited financial statements on Forms 10-QSB and 10-KSB, then
        the
        Company may (x) postpone or suspend filing of a registration statement for
        a
        period not to exceed thirty (30) consecutive days or (y) postpone or suspend
        effectiveness of a registration statement for a period not to exceed twenty
        (20)
        consecutive days; provided,
        that
        the Company may not postpone or suspend effectiveness of a registration
        statement under this Section 3(n) for more than forty-five (45) days in the
        aggregate during any three hundred sixty (360) day period; provided,
        however,
        that no
        such postponement or suspension shall be permitted for consecutive twenty
        (20)
        day periods arising out of the same set of facts, circumstances or
        transactions.

       

      ARTICLE
        CVRegistration Expenses.

       

      All
        fees
        and expenses incident to the performance of or compliance with this Agreement
        by
        the Company, except as and to the extent specified in this Section 4, shall
        be
        borne by the Company whether or not a Registration Statement is filed or
        becomes
        effective and whether or not any Registrable Securities are sold pursuant
        to
        such Registration Statement. The fees and expenses referred to in the foregoing
        sentence shall include, without limitation, (i) all registration and filing
        fees
        (including, without limitation, fees and expenses (A) with respect to filings
        required to be made with the OTC Bulletin Board and each other securities
        exchange or market on which Registrable Securities are required hereunder
        to be
        listed, if any, (B) with respect to filing fees required to be paid to the
        National Association of Securities Dealers, Inc. and the NASD Regulation,
        Inc.
        (including, without limitation, pursuant to NASD Rule 2710) and (C) in
        compliance with state securities or Blue Sky laws (including, without
        limitation, fees and disbursements of counsel for the Holders in connection
        with
        Blue Sky qualifications of the Registrable Securities and determination of
        the
        eligibility of the Registrable Securities for investment under the laws of
        such
        jurisdictions as the Holders of a majority of Registrable Securities may
        designate)), (ii) printing expenses (including, without limitation, expenses
        of
        printing certificates for Registrable Securities and of printing prospectuses
        if
        the printing of prospectuses is requested by the holders of a majority of
        the
        Registrable Securities included in a Registration Statement), (iii) messenger,
        telephone and delivery expenses, (iv) fees and disbursements of counsel for
        the
        Company and Special Counsel for the Holders, in the case of the Special Counsel,
        up to a maximum amount of $7,500, (v) Securities Act liability insurance,
        if the
        Company so desires such insurance, and (vi) fees and expenses of all other
        Persons retained by the Company in connection with the consummation of the
        transactions contemplated by this Agreement, including, without limitation,
        the
        Company’s independent public accountants (including the expenses of any comfort
        letters or costs associated with the delivery by independent public accountants
        of a comfort letter or comfort letters). In addition, the Company shall be
        responsible for all of its internal expenses incurred in connection with
        the
        consummation of the transactions contemplated by this Agreement (including,
        without limitation, all salaries and expenses of its officers and employees
        performing legal or accounting duties), the expense of any annual audit,
        the
        fees and expenses incurred in connection with the listing of the Registrable
        Securities on any securities exchange if required hereunder. The Company
        shall
        not be responsible for any discounts, commissions, transfer taxes or other
        similar fees incurred by the Holders in connection with the sale of the
        Registrable Securities.


      
        
          
          

        

        
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      ARTICLE
        CVIIndemnification.

       

      Section
        106.1 Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, managers, partners, members,
        shareholders, agents, brokers, investment advisors and employees of each
        of
        them, each Person who controls any such Holder (within the meaning of Section
        15
        of the Securities Act or Section 20 of the Exchange Act) and the officers,
        directors, agents and employees of each such controlling Person, to the fullest
        extent permitted by applicable law, from and against any and all losses,
        claims,
        damages, liabilities, costs (including, without limitation, costs of preparation
        and attorneys’ fees) and expenses (collectively, “Losses”),
        as
        incurred, arising out of or relating to any violation of securities laws
        or
        untrue or alleged untrue statement of a material fact contained in any
        Registration Statement, any Prospectus or any form of prospectus or in any
        amendment or supplement thereto or in any preliminary prospectus, or arising
        out
        of or relating to any omission or alleged omission of a material fact required
        to be stated therein or necessary to make the statements therein (in the
        case of
        any Prospectus or form of prospectus or supplement thereto, in the light
        of the
        circumstances under which they were made) not misleading, except to the extent,
        but only to the extent, that such untrue statements or omissions are based
        solely upon information regarding such Holder or such other Indemnified Party
        furnished in writing to the Company by such Holder expressly for use therein.
        The Company shall notify the Holders promptly of the institution, threat
        or
        assertion of any Proceeding of which the Company is aware in connection with
        the
        transactions contemplated by this Agreement.


      
        
          
          

        

        
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      Section
        106.2 Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents and employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses (as determined by a court of competent jurisdiction
        in a final judgment not subject to appeal or review), as incurred, arising
        solely out of or based solely upon any untrue statement of a material fact
        contained in any Registration Statement, any Prospectus, or any form of
        prospectus, or in any amendment or supplement thereto, or arising solely
        out of
        or based solely upon any omission of a material fact required to be stated
        therein or necessary to make the statements therein (in the case of any
        Prospectus or form of prospectus or supplement thereto, in the light of the
        circumstances under which they were made) not misleading, to the extent,
        but
        only to the extent, that such untrue statement or omission is contained in
        any
        information so furnished in writing by such Holder or other Indemnifying
        Party
        to the Company specifically for inclusion in any Registration Statement or
        such
        Prospectus. Notwithstanding anything to the contrary contained herein, each
        Holder shall be liable under this Section 5(b) for only that amount as does
        not
        exceed the net proceeds to such Holder as a result of the sale of Registrable
        Securities pursuant to such Registration Statement.

       

      Section
        106.3 Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified
        Party”),
        such
        Indemnified Party promptly shall notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party shall be entitled to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all fees and expenses incurred in
        connection with defense thereof; provided, that the failure of any Indemnified
        Party to give such notice shall not relieve the Indemnifying Party of its
        obligations or liabilities pursuant to this Agreement, except (and only)
        to the
        extent that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that such
        failure shall have proximately and materially adversely prejudiced the
        Indemnifying Party.

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; or (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such parties shall have been advised by counsel
        that a conflict of interest is likely to exist if the same counsel were to
        represent such Indemnified Party and the Indemnifying Party (in which case,
        if
        such Indemnified Party notifies the Indemnifying Party in writing that it
        elects
        to employ separate counsel at the expense of the Indemnifying Party, the
        Indemnifying Party shall not have the right to assume the defense thereof
        and
        such counsel shall be at the expense of the Indemnifying Party). The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be unreasonably
        withheld or delayed. No Indemnifying Party shall, without the prior written
        consent of the Indemnified Party, effect any settlement of any pending or
        threatened Proceeding in respect of which any Indemnified Party is a party
        and
        indemnity has been sought hereunder, unless such settlement includes an
        unconditional release of such Indemnified Party from all liability on claims
        that are the subject matter of such Proceeding.


      
        
          
          

        

        
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      All
        fees
        and expenses of the Indemnified Party (including reasonable fees and expenses
        to
        the extent incurred in connection with investigating or preparing to defend
        such
        Proceeding in a manner not inconsistent with this Section) shall be paid
        to the
        Indemnified Party, as incurred, within ten (10) Business Days of written
        notice
        thereof to the Indemnifying Party (regardless of whether it is ultimately
        determined that an Indemnified Party is not entitled to indemnification
        hereunder; provided,
        that
        the Indemnified Party shall reimburse all such fees and expenses to the extent
        it is finally judicially determined that such Indemnified Party is not entitled
        to indemnification hereunder).

       

      Section
        106.4 Contribution.
        If a
        claim for indemnification under Section 5(a) or 5(b) is due but unavailable
        to
        an Indemnified Party because of a failure or refusal of a governmental authority
        to enforce such indemnification in accordance with its terms (by reason of
        public policy or otherwise), then each Indemnifying Party, in lieu of
        indemnifying such Indemnified Party, shall contribute to the amount paid
        or
        payable by such Indemnified Party as a result of such Losses, in such proportion
        as is appropriate to reflect the relative benefits received by the Indemnifying
        Party on the one hand and the Indemnified Party on the other from the offering
        of the Preferred Stock and the Warrants. If, but only if, the allocation
        provided by the foregoing sentence is not permitted by applicable law, the
        allocation of contribution shall be made in such proportion as is appropriate
        to
        reflect not only the relative benefits referred to in the foregoing sentence
        but
        also the relative fault, as applicable, of the Indemnifying Party and
        Indemnified Party in connection with the actions, statements or omissions
        that
        resulted in such Losses as well as any other relevant equitable considerations.
        The relative fault of such Indemnifying Party and Indemnified Party shall
        be
        determined by reference to, among other things, whether any action in question,
        including any untrue or alleged untrue statement of a material fact or omission
        or alleged omission of a material fact, has been taken or made by, or relates
        to
        information supplied by, such Indemnifying Party or Indemnified Party, and
        the
        parties’ relative intent, knowledge, access to information and opportunity to
        correct or prevent such action, statement or omission. The amount paid or
        payable by a party as a result of any Losses shall be deemed to include,
        subject
        to the limitations set forth in Section 5(c), any reasonable attorneys’ or other
        reasonable fees or expenses incurred by such party in connection with any
        Proceeding to the extent such party would have been indemnified for such
        fees or
        expenses if the indemnification provided for in this Section was available
        to
        such party in accordance with its terms. In no event shall any selling Holder
        be
        required to contribute an amount under this Section 5(d) in excess of the
        net
        proceeds received by such Holder upon the sale of such Holder’s Registrable
        Securities pursuant to a Registration Statement giving rise to such contribution
        obligation.

       

      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph. No Person
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of
        the Securities Act) shall be entitled to contribution from any Person who
        was
        not guilty of such fraudulent misrepresentation.


      
        
          
          

        

        
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      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties pursuant to the law.

       

      ARTICLE
        CVIIRule 144.

       

      As
        long
        as any Holder owns Preferred Stock, Warrants or Registrable Securities, the
        Company covenants to timely file (or obtain extensions in respect thereof
        and
        file within the applicable grace period) all reports required to be filed
        by the
        Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
        Act. As long as any Holder owns Preferred Stock, Warrants or Registrable
        Securities, if the Company is not required to file reports pursuant to Section
        13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders
        and make publicly available in accordance with Rule 144(c) promulgated under
        the
        Securities Act annual and quarterly financial statements, together with a
        discussion and analysis of such financial statements in form and substance
        substantially similar to those that would otherwise be required to be included
        in reports required by Section 13(a) or 15(d) of the Exchange Act, as well
        as
        any other information required thereby, in the time period that such filings
        would have been required to have been made under the Exchange Act. The Company
        further covenants that it will take such further action as any Holder may
        reasonably request, all to the extent required from time to time to enable
        such
        Person to sell Conversion Shares and Warrant Shares without registration
        under
        the Securities Act within the limitation of the exemptions provided by Rule
        144
        promulgated under the Securities Act, including providing any legal opinions
        reasonably requested relating to such sale pursuant to Rule 144. Upon the
        request of any Holder, the Company shall deliver to such Holder a written
        certification of a duly authorized officer as to whether it has complied
        with
        such requirements.

       

      ARTICLE
        CVIIIMiscellaneous.

       

      Section
        108.1 Remedies.
        In the
        event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, such Holder or the Company, as the case may be, in
        addition to being entitled to exercise all rights granted by law and under
        this
        Agreement, including recovery of damages, will be entitled to specific
        performance of its rights under this Agreement. The Company and each Holder
        agree that monetary damages would not provide adequate compensation for any
        losses incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate.

       

      Section
        108.2 No
        Inconsistent Agreements.
        Neither
        the Company nor any of its subsidiaries has, as of the date hereof entered
        into
        and currently in effect, nor shall the Company or any of its subsidiaries,
        on or
        after the date of this Agreement, enter into any agreement with respect to
        its
        securities that is inconsistent with the rights granted to the Holders in
        this
        Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
        on Schedule 2.1(c) of the Purchase Agreement or Schedule II hereto, neither
        the
        Company nor any of its subsidiaries has previously entered into any agreement
        currently in effect granting any registration rights with respect to any
        of its
        securities to any Person. Without limiting the generality of the foregoing,
        without the written consent of the Holders of a majority of the then outstanding
        Registrable Securities, the Company shall not grant to any Person the right
        to
        request the Company to register any securities of the Company under the
        Securities Act unless the rights so granted are subject in all respects to
        the
        prior rights in full of the Holders set forth herein, and are not otherwise
        in
        conflict with the provisions of this Agreement.


      
        
          
          

        

        
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      Section
        108.3 No
        Piggyback on Registrations.
        Neither
        the Company nor any of its security holders (other than the Holders in such
        capacity pursuant hereto) may include securities of the Company in any
        Registration Statement, and the Company shall not after the date hereof enter
        into any agreement providing such right to any of its securityholders, unless
        the right so granted is subject in all respects to the prior rights in full
        of
        the Holders set forth herein, and is not otherwise in conflict with the
        provisions of this Agreement.

       

      Section
        108.4 Piggy-Back
        Registrations.
        If at
        any time when there is not an effective Registration Statement providing
        for the
        resale of all of the Registrable Securities, the Company shall determine
        to
        prepare and file with the Commission a registration statement relating to
        an
        offering for its own account or the account of others under the Securities
        Act
        of any of its equity securities, other than on Form S-4 or Form S-8 (each
        as
        promulgated under the Securities Act) or their then equivalents relating
        to
        equity securities to be issued solely in connection with any acquisition
        of any
        entity or business or equity securities issuable in connection with stock
        option
        or other employee benefit plans, the Company shall send to each holder of
        Registrable Securities written notice of such determination and, if within
        thirty (30) days after receipt of such notice, or within such shorter period
        of
        time as may be specified by the Company in such written notice as may be
        necessary for the Company to comply with its obligations with respect to
        the
        timing of the filing of such registration statement, any such holder shall
        so
        request in writing, (which request shall specify the Registrable Securities
        intended to be disposed of by the Purchasers), the Company will cause the
        registration under the Securities Act of all Registrable Securities which
        the
        Company has been so requested to register by the holder, to the extent requisite
        to permit the disposition of the Registrable Securities so to be registered,
        provided that if at any time after giving written notice of its intention
        to
        register any securities and prior to the effective date of the registration
        statement filed in connection with such registration, the Company shall
        determine for any reason not to register or to delay registration of such
        securities, the Company may, at its election, give written notice of such
        determination to such holder and, thereupon, (i) in the case of a determination
        not to register, shall be relieved of its obligation to register any Registrable
        Securities in connection with such registration (but not from its obligation
        to
        pay expenses in accordance with Section 4 hereof), and (ii) in the case of
        a
        determination to delay registering, shall be permitted to delay registering
        any
        Registrable Securities being registered pursuant to this Section 7(d) for
        the
        same period as the delay in registering such other securities. The Company
        shall
        include in such registration statement all or any part of such Registrable
        Securities such holder requests to be registered; provided,
        however,
        that
        the Company shall not be required to register any Registrable Securities
        pursuant to this Section 7(d) that are eligible for sale pursuant to Rule
        144(k)
        of the Securities Act. In the case of an underwritten public offering, if
        the
        managing underwriter(s) or underwriter(s) should reasonably object to the
        inclusion of the Registrable Securities in such registration statement, then
        if
        the Company after consultation with the managing underwriter should reasonably
        determine that the inclusion of such Registrable Securities would materially
        adversely affect the offering contemplated in such registration statement,
        and
        based on such determination recommends inclusion in such registration statement
        of fewer or none of the Registrable Securities of the Holders, then (x) the
        number of Registrable Securities of the Holders included in such registration
        statement shall be reduced pro-rata among such Holders (based upon the number
        of
        Registrable Securities requested to be included in the registration), if
        the
        Company after consultation with the underwriter(s) recommends the inclusion
        of
        fewer Registrable Securities, or (y) none of the Registrable Securities of
        the
        Holders shall be included in such registration statement, if the Company
        after
        consultation with the underwriter(s) recommends the inclusion of none of
        such
        Registrable Securities; provided,
        however,
        that if
        securities are being offered for the account of other persons or entities
        as
        well as the Company, such reduction shall not represent a greater fraction
        of
        the number of Registrable securities intended to be offered by the Holders
        than
        the fraction of similar reductions imposed on such other persons or entities
        (other than the Company).


      
        
          
          

        

        
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      Section
        108.5 Failure
        to File Registration Statement and Other Events.
        The
        Company and the Purchasers agree that the Holders will suffer damages if
        a
        Registration Statement is not filed on or prior to the Filing Date or any
        Additional Filing Date, as applicable, or after notice from the Holders,
        as set
        forth in Section 2(b) hereto or Section 2A(b) hereto, and, in each case,
        not
        declared effective by the Commission on or prior to the applicable Effectiveness
        Date and maintained in the manner contemplated herein during the applicable
        Effectiveness Period or if certain other events occur. The Company and the
        Holders further agree that it would not be feasible to ascertain the extent
        of
        such damages with precision. Accordingly, if (A) a Registration Statement
        is not
        filed on or prior to the Filing Date, any Additional Filing Date or after
        notice
        from the Holders, as set forth in Section 2(b) hereof or Section 2A(b) hereof,
        or (B)  a Registration Statement is not declared effective by the
        Commission on or prior to the applicable Effectiveness Date, or (C) the Company
        fails to file with the Commission a request for acceleration in accordance
        with
        Rule 461 promulgated under the Securities Act within three (3) Business Days
        of
        the date that the Company is notified (orally or in writing, whichever is
        earlier) by the Commission that a Registration Statement will not be “reviewed,”
or not subject to further review, or (D) any Registration Statement is filed
        with and declared effective by the Commission but thereafter ceases to be
        effective as to all Registrable Securities at any time prior to the expiration
        of the Effectiveness Period, without being succeeded immediately by a subsequent
        Registration Statement filed with and declared effective by the Commission,
        or
        (E) the Company has breached Section 3(n), or (F) trading in the Common Stock
        shall be suspended or if the Common Stock is no longer quoted on or is delisted
        from the OTC Bulletin Board (or other principal exchange on which the Common
        Stock is listed or traded) for any reason for more than three (3) Business
        Days
        in the aggregate (any such failure or breach being referred to as an
“Event,”
and
        for purposes of clauses (A) and (B) the date on which such Event occurs,
        or for
        purposes of clause (C) the date on which such three (3) Business Day period
        is
        exceeded, or for purposes of clause (D) after more than fifteen (15) Business
        Days, or for purposes of clause (F) the date on which such three (3) Business
        Day period is exceeded, being referred to as “Event
        Date”),
        the
        Company shall pay an amount in cash as liquidated damages to each Holder
        equal
        to one and one-half percent (1.5%) of the amount of the Holder’s initial
        investment in the Preferred Stock for each calendar month or portion thereof
        thereafter from the Event Date until the applicable Event is cured; provided,
        however,
        that in
        no event shall the amount of liquidated damages payable at any time and from
        time to time to any Holder pursuant to this Section 7(e) exceed an aggregate
        of
        fifteen percent (15%) of the amount of the Holder’s initial investment in the
        Preferred Stock; and provided,
        further,
        that
        notwithstanding the foregoing, in the event the Commission does not permit
        all
        of the Registrable Securities to be included in a Registration Statement
        because
        of its application of Rule 415, no liquidated damages shall be payable pursuant
        to this Section by the Company with respect to any Registrable Securities
        that
        the Company was not permitted to include on such Registration Statement and
        provided
        further,
        that
        notwithstanding the foregoing, no liquidated damages shall be payable with
        respect to the occurrence of an Event described in clauses (A) and (B) above
        for
        any Warrant Shares other than the Warrant Shares issuable upon exercise of
        the
        Series J Warrant. Notwithstanding anything to the contrary in this paragraph
        (e), if (a) any of the Events described in clauses (A), (B), (C), (D) or
        (F)
        shall have occurred, (b) on or prior to the applicable Event Date, the Company
        shall have exercised its rights under Section 3(n) hereof and (c) the
        postponement or suspension permitted pursuant to such Section 3(n) shall
        remain
        effective as of such applicable Event Date, then the applicable Event Date
        shall
        be deemed instead to occur on the second Business Day following the termination
        of such postponement or suspension. Liquidated damages payable by the Company
        pursuant to this Section 7(d) shall be payable on the first (1st) Business
        Day
        of each thirty (30) day period following the Event Date. The parties agree
        that
        the liquidated damages set forth in this Section 7(e) shall be the exclusive
        remedy of the parties hereto with respect to the breaches by the Company
        of this
        Section 7(e). 


      
        
          
          

        

        
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      Section
        108.6 Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and the Holders of a majority of the Registrable
        Securities outstanding.

       

      ARTICLE
        CIXNotices. All notices, demands, consents, requests, instructions and other
        communications to be given or delivered or permitted under or by reason of
        the
        provisions of this Agreement or in connection with the transactions contemplated
        hereby shall be in writing and shall be deemed to be delivered and received
        by
        the intended recipient as follows: (i) if personally delivered, on the business
        day of such delivery (as evidenced by the receipt of the personal delivery
        service), (ii) if mailed certified or registered mail return receipt requested,
        two (2) business days after being mailed, (iii) if delivered by overnight
        courier (with all charges having been prepaid), on the business day of such
        delivery (as evidenced by the receipt of the overnight courier service of
        recognized standing), or (iv) if delivered by facsimile transmission, on
        the
        business day of such delivery if sent by 6:00 p.m. in the time zone of the
        recipient, or if sent after that time, on the next succeeding business day
        (as
        evidenced by the printed confirmation of delivery generated by the sending
        party’s telecopier machine). If any notice, demand, consent, request,
        instruction or other communication cannot be delivered because of a changed
        address of which no notice was given (in accordance with this Section 4),
        or the
        refusal to accept same, the notice, demand, consent, request, instruction
        or
        other communication shall be deemed received on the second business day the
        notice is sent (as evidenced by a sworn affidavit of the sender). All such
        notices, demands, consents, requests, instructions and other communications
        will
        be sent to the following addresses or facsimile numbers as
        applicable.


      
        
          
          

        

        
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                If
                  to the Company: 

              	
                Victory
                  Divide Mining Company

                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900Tel: 

                Fax:
                  86-469-469-3000 

                Email: kingbode1@163.com

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 102

                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to any Purchaser:

              	
                To
                  the addresses set forth on Schedule I

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

       

      Section
        109.1 Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and permitted assigns and shall inure to the benefit of
        each
        Holder and its successors and assigns. The Company may not assign this Agreement
        or any of its rights or obligations hereunder without the prior written consent
        of each Holder. Each Purchaser may assign its rights hereunder in the manner
        and
        to the Persons as permitted under the Purchase Agreement.

       

      Section
        109.2 Assignment
        of Registration Rights.
        The
        rights of each Holder hereunder, including the right to have the Company
        register for resale Registrable Securities in accordance with the terms of
        this
        Agreement, shall be automatically assignable by each Holder to any Person
        to
        whom all or a portion of the Preferred Stock, the Warrants or the Registrable
        Securities are transferred if: (i) the Holder agrees in writing with the
        transferee or assignee to assign such rights, and a copy of such agreement
        is
        furnished to the Company within a reasonable time after such assignment,
        (ii)
        the Company is, within a reasonable time after such transfer or assignment,
        furnished with written notice of (a) the name and address of such transferee
        or
        assignee, and (b) the securities with respect to which such registration
        rights
        are being transferred or assigned, (iii) following such transfer or assignment
        the further disposition of such securities by the transferee or assignees
        is
        restricted under the Securities Act and applicable state securities laws
        unless
        such securities are registered in a Registration Statement under this Agreement
        (in which case the Company shall be obligated to amend such Registration
        Statement to reflect such transfer or assignment) or are otherwise exempt
        from
        registration, (iv) at or before the time the Company receives the written
        notice
        contemplated by clause (ii) of this Section, the transferee or assignee agrees
        in writing with the Company to be bound by all of the provisions of this
        Agreement, and (v) such transfer shall have been made in accordance with
        the
        applicable requirements of the Purchase Agreement. The rights to assignment
        shall apply to the Holders (and to subsequent) successors and
        assigns.


      
        
          
          

        

        
          215

          
            

          

        

        
          
          

        

      


       

      Section
        109.3 Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement and shall become effective when
        counterparts have been signed by each party and delivered to the other parties
        hereto, it being understood that all parties need not sign the same counterpart.
        In the event that any signature is delivered by facsimile transmission, such
        signature shall create a valid binding obligation of the party executing
        (or on
        whose behalf such signature is executed) the same with the same force and
        effect
        as if such facsimile signature were the original thereof.

       

      Section
        109.4 Governing
        Law; Jurisdiction.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Agreement shall not be interpreted or construed
        with
        any presumption against the party causing this Agreement to be drafted. The
        Company and the Holders agree that venue for any dispute arising under this
        Agreement will lie exclusively in the state or federal courts located in
        New
        York County, New York, and the parties irrevocably waive any right to raise
        forum
        non conveniens
        or any
        other argument that New York is not the proper venue. The Company and the
        Holders irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Company and the Holders consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        to
        such party at the address in effect for notices to it under this Agreement
        and
        agrees that such service shall constitute good and sufficient service of
        process
        and notice thereof. Nothing in this Section 7(k) shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Company and the
        Holders hereby agree that the prevailing party in any suit, action or proceeding
        arising out of or relating to this Agreement or the Purchase Agreement, shall
        be
        entitled to reimbursement for reasonable legal fees from the non-prevailing
        party. The parties hereby waive all rights to a trial by jury.

       

      Section
        109.5 Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law.

       

      Section
        109.6 Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held to be
        invalid, illegal, void or unenforceable in any respect, the remainder of
        the
        terms, provisions, covenants and restrictions set forth herein shall remain
        in
        full force and effect and shall in no way be affected, impaired or invalidated,
        and the parties hereto shall use their reasonable efforts to find and employ
        an
        alternative means to achieve the same or substantially the same result as
        that
        contemplated by such term, provision, covenant or restriction. It is hereby
        stipulated and declared to be the intention of the parties that they would
        have
        executed the remaining terms, provisions, covenants and restrictions without
        including any of such that may be hereafter declared invalid, illegal, void
        or
        unenforceable.


      
        
          
          

        

        
          216

          
            

          

        

        
          
          

        

      


       

      Section
        109.7 Headings.
        The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof.

       

      Section
        109.8 Shares
        Held by the Company and its Affiliates.
        Whenever the consent or approval of Holders of a specified percentage of
        Registrable Securities is required hereunder, Registrable Securities held
        by the
        Company or its Affiliates (other than any Holder or transferees or successors
        or
        assigns thereof if such Holder is deemed to be an Affiliate solely by reason
        of
        its holdings of such Registrable Securities) shall not be counted in determining
        whether such consent or approval was given by the Holders of such required
        percentage.

       

      Section
        109.9 Independent
        Nature of Purchasers.
        The
        Company acknowledges that the obligations of each Purchaser under the
        Transaction Documents are several and not joint with the obligations of any
        other Purchaser, and no Purchaser shall be responsible in any way for the
        performance of the obligations of any other Purchaser under the Transaction
        Documents. The Company acknowledges that the decision of each Purchaser to
        purchase Securities pursuant to the Purchase Agreement has been made by such
        Purchaser independently of any other Purchaser and independently of any
        information, materials, statements or opinions as to the business, affairs,
        operations, assets, properties, liabilities, results of operations, condition
        (financial or otherwise) or prospects of the Company or of its Subsidiaries
        which may have made or given by any other Purchaser or by any agent or employee
        of any other Purchaser, and no Purchaser or any of its agents or employees
        shall
        have any liability to any Purchaser (or any other person) relating to or
        arising
        from any such information, materials, statements or opinions. The Company
        acknowledges that nothing contained herein, or in any Transaction Document,
        and
        no action taken by any Purchaser pursuant hereto or thereto (including, but
        not
        limited to, the (i) inclusion of a Purchaser in a Registration Statement
        and
        (ii) review by, and consent to, such Registration Statement by a Purchaser)
        shall be deemed to constitute the Purchasers as a partnership, an association,
        a
        joint venture or any other kind of entity, or create a presumption that the
        Purchasers are in any way acting in concert or as a group with respect to
        such
        obligations or the transactions contemplated by the Transaction Documents.
        The
        Company acknowledges that each Purchaser shall be entitled to independently
        protect and enforce its rights, including without limitation, the rights
        arising
        out of this Agreement or out of the other Transaction Documents, and it shall
        not be necessary for any other Purchaser to be joined as an additional party
        in
        any proceeding for such purpose. The Company acknowledges that for reasons
        of
        administrative convenience only, the Transaction Documents have been prepared
        by
        counsel for one of the Purchasers and such counsel does not represent all
        of the
        Purchasers. The Company acknowledges that it has elected to provide all
        Purchasers with the same terms and Transaction Documents for the convenience
        of
        the Company and not because it was required or requested to do so by the
        Purchasers. The Company acknowledges that such procedure with respect to
        the
        Transaction Documents in no way creates a presumption that the Purchasers
        are in
        any way acting in concert or as a group with respect to the Transaction
        Documents or the transactions contemplated hereby or thereby.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          217

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Registration Rights
        Agreement to be duly executed by their respective authorized persons as of
        the
        date first indicated above.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
         /s/
        Shulin Liu  

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      PURCHASER

       

      BENEFIT
        GRAND INVESTMENTS LIMITED 

       

      By:
         /s/
        Xiangxu Zhang

      Name:
        Xiangxu Zhang

      Title:
        President

      


      CRESCENT
        INTERNATIONAL LTD.

       

      By:
         /s/
        Bachir Taleb-Ibrahimi

      Name:
        Bachir Taleb-Ibrahimi

      Title:
        Authorized Signatory

      


      GOLDEN
        BRIDGE ASSET MANAGEMENT

       

      By:
         /s/
        James Hahn

      Name:
        James Hahn

      Title:
        Director, authorized signatory

      


       

      By:
         /s/
        Leland C. Ackerley

      Name:
        Leland C. Acerley

      


      NEWBERG
        ROAD PARTNERS, LP

       

      By:
         /s/
        Robert G. Ackerley

      Name:
        Robert G. Ackerley

      Title:
        Manager, RGA Ventures, LLC

      General
        Partner of Newberg Road Partners, LP

      


      PENN
        FOOTWEAR

       

      By:
         /s/
        Jeff Davidowitz

      Name:
        Jeff Davidowitz

      Title:
        President


      
        
          
          

        

        
          218

          
            

          

        

        
          
          

        

      


      
         

         

        PRECEPT
          CAPITAL MASTER FUND, G.P.

         


      

      By:
         /s/
        D.
        Blair Baker

      Name:
        D.
        Blair Baker

      Title:
        Managing Member

       

      SANSAR
        CAPITAL SPECIAL OPPORTUNITY MASTER FUND, LP (CAYMAN MASTER)

       

      By:
         /s/
        Sunjay Motwani

      Name:
        Sunjay Motwani

      Title:
        President

      


      VICIS
        CAPITAL MASTER FUND

       

      By:
         /s/
        Keith W. Hughes

      Name:
        Keith W. Hughes

      Title:
        Chief Financial Officer

      


      VISION
        OPPORTUNITY MASTER FUND, LTD.

       

      By:
         /s/
        Adam Benowitz

      Name:
        Adam Benowitz

      Title:
        Director

      



      
        
          
          

        

        
          219

          
            

          

        

        
          
          

        

      


      Schedule
        I

      Purchasers


      
        	
                Investor

              	 	
                Investment

              	 	
                 

                 

                 

                 

                 

                Common
                  Stock

              	 	
                Series
                  A Shares Purchased

              	 	
                Series
                  A Warrants

              	 	
                Series
                  B Warrants

              	 	
                Series
                  J Warrants

              	 	
                 

                 

                 

                 

                 

                Series
                  C 

                Warrants

              	 	
                 

                 

                 

                 

                 

                Series
                  D

                Warrants

              	 
	
                Vision
                  Opportunity Master Fund Ltd.

              	 	
                $

              	
                8,000,000

              	 	 	
                525,000

              	 	 	
                3,720,930

              	 	 	
                3,720,930

              	 	 	
                1,860,465

              	 	 	
                3,382,664

              	 	 	
                3,382,664

              	 	 	
                1,691,332

              	 
	
                Sansar
                  Capital Special Opportunity Master Fund, LP (Cayman
                  Master)

              	 	
                $

              	
                5,950,000

              	 	 	
                
                

                
                

                --

              	 	 	
                
                

                
                

                2,767,442

              	 	 	
                
                

                
                

                2,767,442

              	 	 	
                
                

                
                

                1,383,721

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                1,257,928

              	 
	
                Vicis
                  Capital Master Fund

              	 	
                $

              	
                4,500,000

              	 	 	
                --

              	 	 	
                2,093,023

              	 	 	
                2,093,023

              	 	 	
                1,046,512

              	 	 	
                1,902,748

              	 	 	
                1,902,748

              	 	 	
                951,374

              	 
	
                Precept
                  Capital Master Fund, GP

              	 	
                $

              	
                500,000

              	 	 	
                
                

                --

              	 	 	
                
                

                232,558

              	 	 	
                
                

                232,558

              	 	 	
                
                

                116,279

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Penn
                  Footwear

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                116,279

              	 	 	
                116,279

              	 	 	
                58,140

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Crescent
                  International Limited

              	 	
                $

              	
                300,000

              	 	 	
                
                

                --

              	 	 	
                
                

                139,353

              	 	 	
                
                

                139,353

              	 	 	
                
                

                69,767

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Benefit
                  Grand Investments

              	 	
                $

              	
                500,000

              	 	 	
                --

              	 	 	
                232,558

              	 	 	
                232,558

              	 	 	
                116,279

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Golden
                  Bridge Asset Management

              	 	
                $

              	
                1,000,000

              	 	 	
                --

              	 	 	
                465,116

              	 	 	
                465,116

              	 	 	
                232,558

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Leland
                  C Ackerley

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                116,279

              	 	 	
                116,279

              	 	 	
                58,140

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Newberg
                  Road Partners, LP

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                116,279

              	 	 	
                116,279

              	 	 	
                58,140

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 


      

       

      



      
        
          
          

        

        
          220

          
            

          

        

        
          
          

        

      


       

      Schedule
        II

      


      The
        following individuals hold piggyback registration rights for an aggregate
        of
        451,500 shares of Common Stock.


        



      
        	
                Glenn
                  A. Little

              	
                399,
                  000

              
	 	 
	
                Susan
                  Riek

              	
                10,000

              
	 	 
	
                Benjamin
                  Ruhlman

              	
                10,000

              
	 	 
	
                Mitch
                  Ratner

              	
                10,000

              
	 	 
	
                Carlos
                  Cabezas

              	
                10,000

              
	 	 
	
                Daniel
                  Milot

              	
                10,000

              
	 	 
	
                Carol
                  Blanding

              	
                2,500

              


      


      
        
          
          

        

        
          221

          
            

          

        

        
          
          

        

      


       

      Exhibit
        A

      Plan
        of Distribution

       

      The
        selling security holders and any of their pledgees, donees, assignees and
        successors-in-interest may, from time to time, sell any or all of their shares
        of common stock being offered under this prospectus on any stock exchange,
        market or trading facility on which shares of our common stock are traded
        or in
        private transactions. These sales may be at fixed or negotiated prices. The
        selling security holders may use any one or more of the following methods
        when
        disposing of shares:

       

      
        	 	
                ·

              	
                ordinary
                  brokerage transactions and transactions in which the broker-dealer
                  solicits purchasers;

              


      

       

      
        	 	
                ·

              	
                block
                  trades in which the broker-dealer will attempt to sell the shares
                  as agent
                  but may position and resell a portion of the block as principal
                  to
                  facilitate the transaction;

              


      

       

      
        	 	
                ·

              	
                purchases
                  by a broker-dealer as principal and resales by the broker-dealer
                  for its
                  account;

              


      

       

      
        	 	
                ·

              	
                an
                  exchange distribution in accordance with the rules of the applicable
                  exchange;

              


      

       

      
        	 	
                ·

              	
                privately
                  negotiated transactions;

              


      

       

      
        	 	
                ·

              	
                to
                  cover short sales made after the date that the registration statement
                  of
                  which this prospectus is a part is declared effective by the
                  Commission;

              


      

       

      
        	 	
                ·

              	
                broker-dealers
                  may agree with the selling security holders to sell a specified
                  number of
                  such shares at a stipulated price per
                  share;

              


      

       

      
        	 	
                ·

              	
                a
                  combination of any of these methods of sale;
                  and

              


      

       

      
        	 	
                ·

              	
                any
                  other method permitted pursuant to applicable
                  law.

              


      

       

      The
        shares may also be sold under Rule 144 under the Securities Act of 1933,
        as
        amended (“Securities Act”), if available, rather than under this prospectus. The
        selling security holders have the sole and absolute discretion not to accept
        any
        purchase offer or make any sale of shares if they deem the purchase price
        to be
        unsatisfactory at any particular time.

       

      The
        selling security holders may pledge their shares to their brokers under the
        margin provisions of customer agreements. If a selling security holder defaults
        on a margin loan, the broker may, from time to time, offer and sell the pledged
        shares.

       

      Broker-dealers
        engaged by the selling security holders may arrange for other broker-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the selling security holders (or, if any broker-dealer acts as agent for
        the
        purchaser of shares, from the purchaser) in amounts to be negotiated, which
        commissions as to a particular broker or dealer may be in excess of customary
        commissions to the extent permitted by applicable law.


      
        
          
          

        

        
          222

          
            

          

        

        
          
          

        

      


       

      If
        sales
        of shares offered under this prospectus are made to broker-dealers as
        principals, we would be required to file a post-effective amendment to the
        registration statement of which this prospectus is a part. In the post-effective
        amendment, we would be required to disclose the names of any participating
        broker-dealers and the compensation arrangements relating to such
        sales.

       

      The
        selling security holders and any broker-dealers or agents that are involved
        in
        selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
        sales. Commissions received by these broker-dealers or agents and any profit
        on
        the resale of the shares purchased by them may be deemed to be underwriting
        commissions or discounts under the Securities Act. Any broker-dealers or
        agents
        that are deemed to be underwriters may not sell shares offered under this
        prospectus unless and until we set forth the names of the underwriters and
        the
        material details of their underwriting arrangements in a supplement to this
        prospectus or, if required, in a replacement prospectus included in a
        post-effective amendment to the registration statement of which this prospectus
        is a part.

       

      The
        selling security holders and any other persons participating in the sale
        or
        distribution of the shares offered under this prospectus will be subject
        to
        applicable provisions of the Exchange Act, and the rules and regulations
        under
        that act, including Regulation M. These provisions may restrict activities
        of,
        and limit the timing of purchases and sales of any of the shares by, the
        selling
        security holders or any other person. Furthermore, under Regulation M, persons
        engaged in a distribution of securities are prohibited from simultaneously
        engaging in market making and other activities with respect to those securities
        for a specified period of time prior to the commencement of such distributions,
        subject to specified exceptions or exemptions. All of these limitations may
        affect the marketability of the shares.

       

      If
        any of
        the shares of common stock offered for sale pursuant to this prospectus are
        transferred other than pursuant to a sale under this prospectus, then subsequent
        holders could not use this prospectus until a post-effective amendment or
        prospectus supplement is filed, naming such holders. We offer no assurance
        as to
        whether any of the selling security holders will sell all or any portion
        of the
        shares offered under this prospectus.

       

      We
        have
        agreed to pay all fees and expenses we incur incident to the registration
        of the
        shares being offered under this prospectus. However, each selling security
        holder and purchaser is responsible for paying any discounts, commissions
        and
        similar selling expenses they incur.

       

      We
        and
        the selling security holders have agreed to indemnify one another against
        certain losses, damages and liabilities arising in connection with this
        prospectus, including liabilities under the Securities Act.

       

      

        
          
            
            

          

          
            223

            
              

            

          

          
            
            

          

        



       

      EXHIBIT
        D-2 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

      _________________________________________________

       

      FORM
        OF SERIES J REGISTRATION RIGHTS AGREEMENT


       

      SERIES
        J - REGISTRATION
        RIGHTS AGREEMENT

       

      This
        Series J Registration Rights Agreement (this “Agreement”)
        is
        made and entered into as of October 3, 2007, by and among Victory Divide
        Mining
        Company, a Nevada corporation (the “Company”),
        and
        the holders listed on Schedule I hereto (the “Holders”).

       

      This
        Agreement is being entered into pursuant to the Series A Convertible Preferred
        Stock Purchase Agreement dated as of the date hereof among the Company and
        the
        Holders (the “Purchase
        Agreement”).

       

      The
        Company and the Holders hereby agree as follows:

       

      ARTICLE
        CXDefinitions.

       

      Capitalized
        terms used and not otherwise defined herein shall have the meanings given
        such
        terms in the Purchase Agreement. As used in this Agreement, the following
        terms
        shall have the following meanings:

       

      “Additional
        Filing Date”
shall
        mean the thirtieth (30th)
        day
        following the date on which the Company is permitted by the Commission to
        file a
        subsequent registration statement under the Securities Act covering the resale
        of any Registrable Securities that were omitted from any prior Registration
        Statement(s); provided
        that if
        any Additional Filing Date falls on a Saturday, Sunday or any other day which
        shall be a legal holiday or a day on which the Commission is authorized by
        law
        or other government actions to close, the Additional Filing Date shall be
        the
        following Business Day.

       

      “Affiliate”
means,
        with respect to any Person, any other Person that directly or indirectly
        controls or is controlled by or under common control with such Person. For
        the
        purposes of this definition, “control,” when used with respect to any Person,
        means the possession, direct or indirect, of the power to direct or cause
        the
        direction of the management and policies of such Person, whether through
        the
        ownership of voting securities, by contract or otherwise; and the terms of
        “affiliated,”
        “controlling”
and
        “controlled”
have
        meanings correlative to the foregoing.

       

      “Board”
shall
        have meaning set forth in Section 3(n).

       

      “Business
        Day”
means
        any day except Saturday, Sunday and any day which shall be a legal holiday
        or a
        day on which banking institutions in the state of New York generally are
        authorized or required by law or other government actions to
        close.


      
        
          
          

        

        
          224

          
            

          

        

        
          
          

        

      


       

      “Exercise
        Date”
means
        the date of the exercise of any or all of the Series J Warrant into shares
        of
        Preferred Stock. 

       

      “Commission”
means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
means
        the Company’s Common Stock, par value $0.001 per share.

       

      “Demand
        Notice”
shall
        have the meaning set forth in Section 2.

       

      “Effectiveness
        Date”
means,
        with respect to any Registration Statement the earlier of (A) the one hundred
        twentieth (120th)
        day
        following the Filing Date or any Additional Filing Dates, as applicable,
        or (B)
        in the event the Registration Statement receives a “full review” by the
        Commission, the one hundred fiftieth (150th)
        day
        following the Filing Date or any Additional Filing Dates, as applicable,
        which
        shall be extended for an additional thirty (30) days in the event the Commission
        provides comments solely on the issues related to Rule 415, or (C) the date
        which is within three (3) Business Days after the date on which the Commission
        informs the Company the (i) the Commission will not review a Registration
        Statement or (ii) the Company may request the acceleration of the effectiveness
        of a Registration Statement and the Company makes such request; provided,
        that,
        if the Effectiveness Date falls on a Saturday, Sunday or any other day which
        shall be a legal holiday or a day on which the Commission is authorized or
        required by law or other government actions to close, the Effectiveness Date
        shall be the following Business Day.

       

      “Effectiveness
        Period”
shall
        have the meaning set forth in Section 2.

       

      “Event”
shall
        have the meaning set forth in Section 7(e).

       

      “Event
        Date”
shall
        have the meaning set forth in Section 7(e).

       

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

       

      “Filing
        Date”
means,
        the thirtieth (30th)
        day
        following the date on which a Demand Notice is received by the Company;
provided,
        that,
        if the Filing Date falls on a Saturday, Sunday or any other day which shall
        be a
        legal holiday or a day on which the Commission is authorized or required
        by law
        or other government actions to close, the Filing Date shall be the following
        Business Day.

       

      “Holder”
or
        “Holders”
means
        the holder or holders, as the case may be, from time to time of Registrable
        Securities.

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 5(c).

       

      “Indemnifying
        Party”
shall
        have the meaning set forth in Section 5(c).

       

      “Initiating
        Holders”
shall
        have the meaning set forth in Section 2(a).

       

      “Losses”
shall
        have the meaning set forth in Section 5(a).


      
        
          
          

        

        
          225

          
            

          

        

        
          
          

        

      


       

      “Person”
means
        an individual or a corporation, partnership, trust, incorporated or
        unincorporated association, joint venture, limited liability company, joint
        stock company, government (or an agency or political subdivision thereof)
        or
        other entity of any kind.

       

      “Preferred
        Stock”
means
        shares of the Company’s Series B Convertible Preferred Stock issuable to the
        Holders upon exercise of the Series J Warrant.

       

      “Proceeding”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Prospectus”
means
        the prospectus included in a Registration Statement (including, without
        limitation, a prospectus that includes any information previously omitted
        from a
        prospectus filed as part of an effective registration statement in reliance
        upon
        Rule 430A promulgated under the Securities Act), as amended or supplemented
        by
        any prospectus supplement, with respect to the terms of the offering of any
        portion of the Registrable Securities covered by a Registration Statement,
        and
        all other amendments and supplements to the Prospectus, including post-effective
        amendments, and all material incorporated by reference in such
        Prospectus.

       

      “Registrable
        Securities”
means
        (i) the shares of Common Stock issuable upon conversion of the Preferred
        Stock
        (“Conversion Shares”), and (ii) the shares of common stock issuable upon
        exercise of the Warrants (collectively, the “Warrant Shares”).

       

      “Registration
        Statement”
means
        the registration statements and any additional registration statements
        contemplated by Section 2, including (in each case) the Prospectus, amendments
        and supplements to such registration statement or Prospectus, including pre-
        and
        post-effective amendments, all exhibits thereto, and all material incorporated
        by reference in such registration statement.

       

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

       

      “Rule
        158”
means
        Rule 158 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.

       

      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.

       

      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.

       

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


      
        
          
          

        

        
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      “Series
        J Warrant”
means
        the Series J Warrant of the Company dated ________ ___, 2007.

       

      “Special
        Counsel”
means
        Loeb & Loeb LLP, for which the Holders will be reimbursed by the Company
        pursuant to Section 4.

       

      “Warrants”
means
        the Series C and Series D warrants to purchase shares of Common Stock issued
        to
        the Holders upon exercise of the Series J Warrant. 

       

      ARTICLE
        CXIDemand Registrations. 

       

      Section
        111.1 At
        any
        time following the Exercise Date (the “Permitted
        Request Date”),
        (i) a
        Holder or Holders owning 25% or more in interest of the Registrable Securities
        (the “Initiating
        Holders”)
        may
        request that the Company file a Registration Statement providing for the
        resale
        of all Registrable Securities then held by the Initiating Holders by giving
        written notice (a “Demand
        Notice”)
        of
        such demand to the Company. The Demand Notice shall describe the number of
        Registrable Securities intended to be disposed of and the intended method
        of
        disposition. The Company shall then prepare and file with the Commission
        a
“resale” Registration Statement providing for the resale of all Registrable
        Securities included in the Demand Notice for an offering to be made on a
        continuous basis pursuant to Rule 415. Such Registration Statement shall
        be on
        Form SB-2 (except if the Company is not then eligible to register for resale
        such Registrable Securities on Form SB-2, in which case such registrations
        shall
        be on another appropriate form in accordance herewith and the Securities
        Act and
        the rules promulgated thereunder). Such Registration Statement shall cover
        to
        the extent allowable under the Securities Act and the rules promulgated
        thereunder (including Rules 415 and 416), such indeterminate number of
        additional shares of Common Stock resulting from stock splits, stock dividends
        or similar transactions with respect to the Registrable Securities. The Company
        shall (i) not permit any securities other than the Registrable Securities
        to be
        included in any such Registration Statement and (ii) use its reasonable best
        efforts to cause any such Registration Statement to be declared effective
        under
        the Securities Act as promptly as possible after the filing thereof, but
        in any
        event prior to the applicable Effectiveness Date, and to keep any such
        Registration Statement continuously effective under the Securities Act until
        such date as is the earlier of (x) the date when all Registrable Securities
        covered by such Registration Statement have been sold or (y) the date on
        which
        the Registrable Securities may be sold without any restriction pursuant to
        Rule
        144(k) as determined by the counsel to the Company pursuant to a written
        opinion
        letter, addressed to the Company’s transfer agent to such effect (the
“Effectiveness
        Period”).
        The
        Company shall request that the effective time of any such Registration Statement
        is 5:00 p.m. Eastern Time on the effective date. 

       

      Section
        111.2 In
        the
        event that the Company is unable to register for resale under Rule 415 all
        of
        the Registrable Securities on the Registration Statement that it has agreed
        to
        file pursuant to the first sentence of this Section 2(a) due to limits imposed
        by the Commission’s interpretation of Rule 415 of Regulation C, the Company will
        file a Registration Statement under the Securities Act with the Commission
        covering the resale by the Holders of such lesser amount of the Registrable
        Securities as the Company is able to register pursuant to the Commission’s
        interpretation of Rule 415 and use its reasonable best efforts to have such
        Registration Statement become effective as promptly as possible, and, when
        permitted to do so by the Commission, to file subsequent registration
        statement(s) under the Securities Act with the Commission covering the resale
        of
        any Registrable Securities that were omitted from its prior Registration
        Statements filed with the Commission pursuant to this Section 2(b) and use
        its
        reasonable best efforts to have such registration declared effective as promptly
        as possible. In furtherance of the Company’s obligations set forth in the
        preceding sentence, the parties hereby agree that in the event that any Holder
        shall deliver to the Company a written notice at any time after the later
        of (x)
        the date which is six months after the Effectiveness Date of the latest
        Registration Statement filed pursuant to Section 2(a) or 2(b) hereof, as
        applicable, or (y) the date on which all Registrable Securities registered
        on
        all of the prior Registration Statements filed pursuant to Section 2(a) and
        2(b)
        hereof are sold, that the Company shall file, within 30 days following the
        date
        of receipt of such written notice, an additional Registration Statement
        registering any Registrable Securities that were the subject of the applicable
        Demand Notice that were omitted from such prior Registration Statements.
        


      
        
          
          

        

        
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      ARTICLE
        CXIIRegistration Procedures.

       

      In
        connection with the Company’s registration obligations hereunder, the Company
        shall:

       

      Section
        112.1 Prepare
        and file with the Commission, on or prior to each of the Filing Date and
        each
        Additional Filing Date, a Registration Statement on Form SB-2 (or if the
        Company
        is not then eligible to register for resale the Registrable Securities on
        Form
        SB-2 such registration shall be on another appropriate form in accordance
        herewith and the Securities Act and the rules promulgated thereunder) in
        accordance with the plan of distribution as set forth on Exhibit
        A
        hereto
        and in accordance with applicable law, and cause such Registration Statement
        to
        become effective and remain effective as provided herein; provided,
        however,
        that
        not less than five (5) Business Days prior to the filing of such Registration
        Statement or any related Prospectus or any amendment or supplement thereto,
        the
        Company shall (i) furnish to the Holders and any Special Counsel, copies
        of all
        such documents proposed to be filed, which documents will be subject to the
        review of such Holders and such Special Counsel, and (ii) cause its officers
        and
        directors, counsel and independent certified public accountants to respond
        to
        such inquiries as shall be necessary, in the reasonable opinion of Special
        Counsel, to conduct a reasonable review of such documents. The Company shall
        not
        file any Registration Statement or any such Prospectus or any amendments
        or
        supplements thereto to which the Holders of a majority of the Registrable
        Securities or any Special Counsel shall reasonably object in writing within
        three (3) Business Days of their receipt thereof.

       

      Section
        112.2 (i)
        Prepare and file with the Commission such amendments, including post-effective
        amendments, to each Registration Statement as may be necessary to keep such
        Registration Statement continuously effective as to the applicable Registrable
        Securities for the applicable Effectiveness Period and prepare and file with
        the
        Commission such additional Registration Statements as necessary in order
        to
        register for resale under the Securities Act all of the Registrable Securities;
        (ii) cause any related Prospectus to be amended or supplemented by any required
        Prospectus supplement, and as so supplemented or amended to be filed pursuant
        to
        Rule 424 (or any similar provisions then in force) promulgated under the
        Securities Act; (iii) respond as promptly as possible, but in no event later
        than ten (10) Business Days, to any comments received from the Commission
        with
        respect to any such Registration Statement or any amendment thereto and as
        promptly as possible provide the Holders true and complete copies of all
        correspondence from and to the Commission relating to any such Registration
        Statement; (iv) file the final prospectus pursuant to Rule 424 of the Securities
        Act no later than 9:00 a.m. Eastern Time on the Business Day following the
        date
        any such Registration Statement is declared effective by the Commission;
        and (v)
        comply in all material respects with the provisions of the Securities Act
        and
        the Exchange Act with respect to the disposition of all Registrable Securities
        covered by any such Registration Statement during the Effectiveness Period
        in
        accordance with the intended methods of disposition by the Holders thereof
        set
        forth in such Registration Statement as so amended or in such Prospectus
        as so
        supplemented.


      
        
          
          

        

        
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      Section
        112.3 Notify
        the Holders of Registrable Securities and any Special Counsel as promptly
        as
        possible (and, in the case of (i)(A) below, not less than three (3) Business
        Days prior to such filing, and in the case of (iii) below, on the same day
        of
        receipt by the Company of such notice from the Commission) and (if requested
        by
        any such Person) confirm such notice in writing no later than one (1) Business
        Day following the day (i)(A) when a Prospectus or any Prospectus supplement
        or
        post-effective amendment to any Registration Statement is filed; (B) when
        the
        Commission notifies the Company whether there will be a “review” of such
        Registration Statement and whenever the Commission comments in writing on
        such
        Registration Statement and (C) with respect to any Registration Statement
        or any
        post-effective amendment, when the same has become effective; (ii) of any
        request by the Commission or any other Federal or state governmental authority
        for amendments or supplements to any Registration Statement or Prospectus
        or for
        additional information; (iii) of the issuance by the Commission of any stop
        order suspending the effectiveness of any Registration Statement covering
        any or
        all of the Registrable Securities or the initiation or threatening of any
        Proceedings for that purpose; (iv) if at any time any of the representations
        and
        warranties of the Company contained in any agreement contemplated hereby
        ceases
        to be true and correct in all material respects; (v) of the receipt by the
        Company of any notification with respect to the suspension of the qualification
        or exemption from qualification of any of the Registrable Securities for
        sale in
        any jurisdiction, or the initiation or threatening of any Proceeding for
        such
        purpose; and (vi) of the occurrence of any event that makes any statement
        made
        in any Registration Statement or Prospectus or any document incorporated
        or
        deemed to be incorporated therein by reference untrue in any material respect
        or
        that requires any revisions to such Registration Statement, Prospectus or
        other
        documents so that, in the case of any Registration Statement or the Prospectus,
        as the case may be, it will not contain any untrue statement of a material
        fact
        or omit to state any material fact required to be stated therein or necessary
        to
        make the statements therein, in the light of the circumstances under which
        they
        were made, not misleading.

       

      Section
        112.4 Use
        its
        best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
        of,
        as promptly as possible, (i) any order suspending the effectiveness of any
        such
        Registration Statement or (ii) any suspension of the qualification (or exemption
        from qualification) of any of the Registrable Securities for sale in any
        jurisdiction.

       

      Section
        112.5 If
        requested by the Holders of a majority in interest of the Registrable
        Securities, (i) promptly incorporate in a Prospectus supplement or
        post-effective amendment to any Registration Statement such information as
        the
        Company reasonably agrees should be included therein and (ii) make all required
        filings of such Prospectus supplement or such post-effective amendment as
        soon
        as practicable after the Company has received notification of the matters
        to be
        incorporated in such Prospectus supplement or post-effective
        amendment.


      
        
          
          

        

        
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      Section
        112.6 If
        requested by any Holder, furnish to such Holder and any Special Counsel,
        without
        charge, at least one conformed copy of each Registration Statement and each
        amendment thereto, including financial statements and schedules, all documents
        incorporated or deemed to be incorporated therein by reference, and all exhibits
        to the extent requested by such Person (including those previously furnished
        or
        incorporated by reference) promptly after the filing of such documents with
        the
        Commission.

       

      Section
        112.7 Promptly
        deliver to each Holder and any Special Counsel, without charge, as many copies
        of the Prospectus or Prospectuses (including each form of prospectus) and
        each
        amendment or supplement thereto as such Persons may reasonably request; and
        subject to the provisions of Sections 3(m) and 3(n), the Company hereby consents
        to the use of such Prospectus and each amendment or supplement thereto by
        each
        of the selling Holders in connection with the offering and sale of the
        Registrable Securities covered by such Prospectus and any amendment or
        supplement thereto.

       

      Section
        112.8 Prior
        to
        any public offering of Registrable Securities, use its best efforts to register
        or qualify or cooperate with the selling Holders and any Special Counsel
        in
        connection with the registration or qualification (or exemption from such
        registration or qualification) of such Registrable Securities for offer and
        sale
        under the securities or Blue Sky laws of such jurisdictions within the United
        States as any Holder requests in writing, to keep each such registration
        or
        qualification (or exemption therefrom) effective during the Effectiveness
        Period
        and to do any and all other acts or things necessary or advisable to enable
        the
        disposition in such jurisdictions of the Registrable Securities covered by
        a
        Registration Statement; provided,
        however,
        that
        the Company shall not be required to qualify generally to do business in
        any
        jurisdiction where it is not then so qualified or to take any action that
        would
        subject it to general service of process in any such jurisdiction where it
        is
        not then so subject or subject the Company to any material tax in any such
        jurisdiction where it is not then so subject.

       

      Section
        112.9 Cooperate
        with the Holders to facilitate the timely preparation and delivery of
        certificates representing Registrable Securities to be sold pursuant to a
        Registration Statement, which certificates, to the extent permitted by the
        Purchase Agreement and applicable federal and state securities laws, shall
        be
        free of all restrictive legends, and to enable such Registrable Securities
        to be
        in such denominations and registered in such names as any Holder may request
        in
        connection with any sale of Registrable Securities.

       

      Section
        112.10 Upon
        the
        occurrence of any event contemplated by Section 3(c)(vi), as promptly as
        possible, prepare a supplement or amendment, including a post-effective
        amendment, to a Registration Statement or a supplement to the related Prospectus
        or any document incorporated or deemed to be incorporated therein by reference,
        and file any other required document so that, as thereafter delivered, neither
        such Registration Statement nor such Prospectus will contain an untrue statement
        of a material fact or omit to state a material fact required to be stated
        therein or necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.


      
        
          
          

        

        
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      Section
        112.11 Use
        its
        best efforts to cause all Registrable Securities relating to any Registration
        Statement to be listed or quoted on the OTC Bulletin Board or any other
        securities exchange, quotation system or market, if any, on which similar
        securities issued by the Company are then listed or traded as and when required
        pursuant to the Purchase Agreement.

       

      Section
        112.12 Comply
        in
        all material respects with all applicable rules and regulations of the
        Commission and make generally available to its security holders all documents
        filed or required to be filed with the Commission, including, but not limited,
        to, earning statements satisfying the provisions of Section 11(a) of the
        Securities Act and Rule 158 not later than 45 days after the end of any three
        month period (or 90 days after the end of any 12-month period if such period
        is
        a fiscal year) commencing on the first day of the first fiscal quarter of
        the
        Company after the effective date of each of the Registration Statements,
        which
        statement shall conform to the requirements of Rule 158.

       

      Section
        112.13 The
        Company may require each selling Holder to furnish to the Company information
        regarding such Holder and the distribution of such Registrable Securities
        as is
        required by law to be disclosed in any Registration Statement, Prospectus,
        or
        any amendment or supplement thereto, and the Company may exclude from such
        registration the Registrable Securities of any such Holder who unreasonably
        fails to furnish such information within a reasonable time after receiving
        such
        request.

       

      If
        any
        Registration Statement refers to any Holder by name or otherwise as the holder
        of any securities of the Company, then such Holder shall have the right to
        require (if such reference to such Holder by name or otherwise is not required
        by the Securities Act or any similar federal statute then in force) the deletion
        of the reference to such Holder in any amendment or supplement to such
        Registration Statement filed or prepared subsequent to the time that such
        reference ceases to be required.

       

      Each
        Holder covenants and agrees that it will not sell any Registrable Securities
        under any Registration Statement until the Company has electronically filed
        the
        Prospectus as then amended or supplemented as contemplated in Section 3(g)
        and
        notice from the Company that such Registration Statement and any post-effective
        amendments thereto have become effective as contemplated by Section
        3(c).

       

      Each
        Holder agrees by its acquisition of such Registrable Securities that, upon
        receipt of a notice from the Company of the occurrence of any event of the
        kind
        described in Section 3(c)(ii), 3(c)(iii), 3(c)(iv), 3(c)(v), 3(c)(vi) or
        3(n),
        such Holder will forthwith discontinue disposition of such Registrable
        Securities under a Registration Statement until such Holder’s receipt of the
        copies of the supplemented Prospectus and/or amended Registration Statement
        contemplated by Section 3(j), or until it is advised in writing by the Company
        that the use of the applicable Prospectus may be resumed, and, in either
        case,
        has received copies of any additional or supplemental filings that are
        incorporated or deemed to be incorporated by reference in such Prospectus
        or
        Registration Statement.


      
        
          
          

        

        
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      Section
        112.14 If
        (i)
        there is material non-public information regarding the Company which the
        Company’s Board of Directors (the “Board”)
        determines not to be in the Company’s best interest to disclose and which the
        Company is not otherwise required to disclose, (ii) there is a significant
        business opportunity (including, but not limited to, the acquisition or
        disposition of assets (other than in the ordinary course of business) or
        any
        merger, consolidation, tender offer or other similar transaction) available
        to
        the Company which the Board determines not to be in the Company’s best interest
        to disclose, or (iii) the Company is required to file a post-effective amendment
        to a Registration Statement to incorporate the Company’s quarterly and annual
        reports and audited financial statements on Forms 10-QSB and 10-KSB, then
        the
        Company may (x) postpone or suspend filing of a registration statement for
        a
        period not to exceed thirty (30) consecutive days or (y) postpone or suspend
        effectiveness of a registration statement for a period not to exceed twenty
        (20)
        consecutive days; provided,
        that
        the Company may not postpone or suspend effectiveness of a registration
        statement under this Section 3(n) for more than forty-five (45) days in the
        aggregate during any three hundred sixty (360) day period; provided,
        however,
        that no
        such postponement or suspension shall be permitted for consecutive twenty
        (20)
        day periods arising out of the same set of facts, circumstances or
        transactions.

       

      ARTICLE
        CXIIIRegistration Expenses.

       

      All
        fees
        and expenses incident to the performance of or compliance with this Agreement
        by
        the Company, except as and to the extent specified in this Section 4, shall
        be
        borne by the Company whether or not a Registration Statement is filed or
        becomes
        effective and whether or not any Registrable Securities are sold pursuant
        to
        such Registration Statement. The fees and expenses referred to in the foregoing
        sentence shall include, without limitation, (i) all registration and filing
        fees
        (including, without limitation, fees and expenses (A) with respect to filings
        required to be made with the OTC Bulletin Board and each other securities
        exchange or market on which Registrable Securities are required hereunder
        to be
        listed, if any, (B) with respect to filing fees required to be paid to the
        National Association of Securities Dealers, Inc. and the NASD Regulation,
        Inc.
        (including, without limitation, pursuant to NASD Rule 2710) and (C) in
        compliance with state securities or Blue Sky laws (including, without
        limitation, fees and disbursements of counsel for the Holders in connection
        with
        Blue Sky qualifications of the Registrable Securities and determination of
        the
        eligibility of the Registrable Securities for investment under the laws of
        such
        jurisdictions as the Holders of a majority of Registrable Securities may
        designate)), (ii) printing expenses (including, without limitation, expenses
        of
        printing certificates for Registrable Securities and of printing prospectuses
        if
        the printing of prospectuses is requested by the holders of a majority of
        the
        Registrable Securities included in a Registration Statement), (iii) messenger,
        telephone and delivery expenses, (iv) fees and disbursements of counsel for
        the
        Company and Special Counsel for the Holders, in the case of the Special Counsel,
        up to a maximum amount of $7,500, (v) Securities Act liability insurance,
        if the
        Company so desires such insurance, and (vi) fees and expenses of all other
        Persons retained by the Company in connection with the consummation of the
        transactions contemplated by this Agreement, including, without limitation,
        the
        Company’s independent public accountants (including the expenses of any comfort
        letters or costs associated with the delivery by independent public accountants
        of a comfort letter or comfort letters). In addition, the Company shall be
        responsible for all of its internal expenses incurred in connection with
        the
        consummation of the transactions contemplated by this Agreement (including,
        without limitation, all salaries and expenses of its officers and employees
        performing legal or accounting duties), the expense of any annual audit,
        the
        fees and expenses incurred in connection with the listing of the Registrable
        Securities on any securities exchange if required hereunder. The Company
        shall
        not be responsible for any discounts, commissions, transfer taxes or other
        similar fees incurred by the Holders in connection with the sale of the
        Registrable Securities.


      
        
          
          

        

        
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      ARTICLE
        CXIVIndemnification.

       

      Section
        114.1 Indemnification
        by the Company.
        The
        Company shall, notwithstanding any termination of this Agreement, indemnify
        and
        hold harmless each Holder, the officers, directors, managers, partners, members,
        shareholders, agents, brokers, investment advisors and employees of each
        of
        them, each Person who controls any such Holder (within the meaning of Section
        15
        of the Securities Act or Section 20 of the Exchange Act) and the officers,
        directors, agents and employees of each such controlling Person, to the fullest
        extent permitted by applicable law, from and against any and all losses,
        claims,
        damages, liabilities, costs (including, without limitation, costs of preparation
        and attorneys’ fees) and expenses (collectively, “Losses”),
        as
        incurred, arising out of or relating to any violation of securities laws
        or
        untrue or alleged untrue statement of a material fact contained in any
        Registration Statement, any Prospectus or any form of prospectus or in any
        amendment or supplement thereto or in any preliminary prospectus, or arising
        out
        of or relating to any omission or alleged omission of a material fact required
        to be stated therein or necessary to make the statements therein (in the
        case of
        any Prospectus or form of prospectus or supplement thereto, in the light
        of the
        circumstances under which they were made) not misleading, except to the extent,
        but only to the extent, that such untrue statements or omissions are based
        solely upon information regarding such Holder or such other Indemnified Party
        furnished in writing to the Company by such Holder expressly for use therein.
        The Company shall notify the Holders promptly of the institution, threat
        or
        assertion of any Proceeding of which the Company is aware in connection with
        the
        transactions contemplated by this Agreement.

       

      Section
        114.2 Indemnification
        by Holders.
        Each
        Holder shall, severally and not jointly, indemnify and hold harmless the
        Company, its directors, officers, agents and employees, each Person who controls
        the Company (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act), and the directors, officers, agents and employees
        of
        such controlling Persons, to the fullest extent permitted by applicable law,
        from and against all Losses (as determined by a court of competent jurisdiction
        in a final judgment not subject to appeal or review), as incurred, arising
        solely out of or based solely upon any untrue statement of a material fact
        contained in any Registration Statement, any Prospectus, or any form of
        prospectus, or in any amendment or supplement thereto, or arising solely
        out of
        or based solely upon any omission of a material fact required to be stated
        therein or necessary to make the statements therein (in the case of any
        Prospectus or form of prospectus or supplement thereto, in the light of the
        circumstances under which they were made) not misleading, to the extent,
        but
        only to the extent, that such untrue statement or omission is contained in
        any
        information so furnished in writing by such Holder or other Indemnifying
        Party
        to the Company specifically for inclusion in any Registration Statement or
        such
        Prospectus. Notwithstanding anything to the contrary contained herein, each
        Holder shall be liable under this Section 5(b) for only that amount as does
        not
        exceed the net proceeds to such Holder as a result of the sale of Registrable
        Securities pursuant to such Registration Statement.


      
        
          
          

        

        
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      Section
        114.3 Conduct
        of Indemnification Proceedings.
        If any
        Proceeding shall be brought or asserted against any Person entitled to indemnity
        hereunder (an “Indemnified
        Party”),
        such
        Indemnified Party promptly shall notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party shall be entitled to assume the defense
        thereof, including the employment of counsel reasonably satisfactory to the
        Indemnified Party and the payment of all fees and expenses incurred in
        connection with defense thereof; provided, that the failure of any Indemnified
        Party to give such notice shall not relieve the Indemnifying Party of its
        obligations or liabilities pursuant to this Agreement, except (and only)
        to the
        extent that it shall be finally determined by a court of competent jurisdiction
        (which determination is not subject to appeal or further review) that such
        failure shall have proximately and materially adversely prejudiced the
        Indemnifying Party.

       

      An
        Indemnified Party shall have the right to employ separate counsel in any
        such
        Proceeding and to participate in the defense thereof, but the fees and expenses
        of such counsel shall be at the expense of such Indemnified Party or Parties
        unless: (1) the Indemnifying Party has agreed in writing to pay such fees
        and
        expenses; or (2) the Indemnifying Party shall have failed promptly to assume
        the
        defense of such Proceeding and to employ counsel reasonably satisfactory
        to such
        Indemnified Party in any such Proceeding; or (3) the named parties to any
        such
        Proceeding (including any impleaded parties) include both such Indemnified
        Party
        and the Indemnifying Party, and such parties shall have been advised by counsel
        that a conflict of interest is likely to exist if the same counsel were to
        represent such Indemnified Party and the Indemnifying Party (in which case,
        if
        such Indemnified Party notifies the Indemnifying Party in writing that it
        elects
        to employ separate counsel at the expense of the Indemnifying Party, the
        Indemnifying Party shall not have the right to assume the defense thereof
        and
        such counsel shall be at the expense of the Indemnifying Party). The
        Indemnifying Party shall not be liable for any settlement of any such Proceeding
        effected without its written consent, which consent shall not be unreasonably
        withheld or delayed. No Indemnifying Party shall, without the prior written
        consent of the Indemnified Party, effect any settlement of any pending or
        threatened Proceeding in respect of which any Indemnified Party is a party
        and
        indemnity has been sought hereunder, unless such settlement includes an
        unconditional release of such Indemnified Party from all liability on claims
        that are the subject matter of such Proceeding.

       

      All
        fees
        and expenses of the Indemnified Party (including reasonable fees and expenses
        to
        the extent incurred in connection with investigating or preparing to defend
        such
        Proceeding in a manner not inconsistent with this Section) shall be paid
        to the
        Indemnified Party, as incurred, within ten (10) Business Days of written
        notice
        thereof to the Indemnifying Party (regardless of whether it is ultimately
        determined that an Indemnified Party is not entitled to indemnification
        hereunder; provided,
        that
        the Indemnified Party shall reimburse all such fees and expenses to the extent
        it is finally judicially determined that such Indemnified Party is not entitled
        to indemnification hereunder).

       

      Section
        114.4 Contribution.
        If a
        claim for indemnification under Section 5(a) or 5(b) is due but unavailable
        to
        an Indemnified Party because of a failure or refusal of a governmental authority
        to enforce such indemnification in accordance with its terms (by reason of
        public policy or otherwise), then each Indemnifying Party, in lieu of
        indemnifying such Indemnified Party, shall contribute to the amount paid
        or
        payable by such Indemnified Party as a result of such Losses, in such proportion
        as is appropriate to reflect the relative benefits received by the Indemnifying
        Party on the one hand and the Indemnified Party on the other from the offering
        of the Preferred Stock and the Warrants. If, but only if, the allocation
        provided by the foregoing sentence is not permitted by applicable law, the
        allocation of contribution shall be made in such proportion as is appropriate
        to
        reflect not only the relative benefits referred to in the foregoing sentence
        but
        also the relative fault, as applicable, of the Indemnifying Party and
        Indemnified Party in connection with the actions, statements or omissions
        that
        resulted in such Losses as well as any other relevant equitable considerations.
        The relative fault of such Indemnifying Party and Indemnified Party shall
        be
        determined by reference to, among other things, whether any action in question,
        including any untrue or alleged untrue statement of a material fact or omission
        or alleged omission of a material fact, has been taken or made by, or relates
        to
        information supplied by, such Indemnifying Party or Indemnified Party, and
        the
        parties’ relative intent, knowledge, access to information and opportunity to
        correct or prevent such action, statement or omission. The amount paid or
        payable by a party as a result of any Losses shall be deemed to include,
        subject
        to the limitations set forth in Section 5(c), any reasonable attorneys’ or other
        reasonable fees or expenses incurred by such party in connection with any
        Proceeding to the extent such party would have been indemnified for such
        fees or
        expenses if the indemnification provided for in this Section was available
        to
        such party in accordance with its terms. In no event shall any selling Holder
        be
        required to contribute an amount under this Section 5(d) in excess of the
        net
        proceeds received by such Holder upon the sale of such Holder’s Registrable
        Securities pursuant to a Registration Statement giving rise to such contribution
        obligation.


      
        
          
          

        

        
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      The
        parties hereto agree that it would not be just and equitable if contribution
        pursuant to this Section 5(d) were determined by pro rata allocation or by
        any
        other method of allocation that does not take into account the equitable
        considerations referred to in the immediately preceding paragraph. No Person
        guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
        of
        the Securities Act) shall be entitled to contribution from any Person who
        was
        not guilty of such fraudulent misrepresentation.

       

      The
        indemnity and contribution agreements contained in this Section are in addition
        to any liability that the Indemnifying Parties may have to the Indemnified
        Parties pursuant to the law.

       

      ARTICLE
        CXVRule 144.

       

      As
        long
        as any Holder owns Preferred Stock, Warrants or Registrable Securities, the
        Company covenants to timely file (or obtain extensions in respect thereof
        and
        file within the applicable grace period) all reports required to be filed
        by the
        Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange
        Act. As long as any Holder owns Preferred Stock, Warrants or Registrable
        Securities, if the Company is not required to file reports pursuant to Section
        13(a) or 15(d) of the Exchange Act, it will prepare and furnish to the Holders
        and make publicly available in accordance with Rule 144(c) promulgated under
        the
        Securities Act annual and quarterly financial statements, together with a
        discussion and analysis of such financial statements in form and substance
        substantially similar to those that would otherwise be required to be included
        in reports required by Section 13(a) or 15(d) of the Exchange Act, as well
        as
        any other information required thereby, in the time period that such filings
        would have been required to have been made under the Exchange Act. The Company
        further covenants that it will take such further action as any Holder may
        reasonably request, all to the extent required from time to time to enable
        such
        Person to sell Conversion Shares and Warrant Shares without registration
        under
        the Securities Act within the limitation of the exemptions provided by Rule
        144
        promulgated under the Securities Act, including providing any legal opinions
        reasonably requested relating to such sale pursuant to Rule 144. Upon the
        request of any Holder, the Company shall deliver to such Holder a written
        certification of a duly authorized officer as to whether it has complied
        with
        such requirements.


      
        
          
          

        

        
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      ARTICLE
        CXVIMiscellaneous.

       

      Section
        116.1 Remedies.
        In the
        event of a breach by the Company or by a Holder, of any of their obligations
        under this Agreement, such Holder or the Company, as the case may be, in
        addition to being entitled to exercise all rights granted by law and under
        this
        Agreement, including recovery of damages, will be entitled to specific
        performance of its rights under this Agreement. The Company and each Holder
        agree that monetary damages would not provide adequate compensation for any
        losses incurred by reason of a breach by it of any of the provisions of this
        Agreement and hereby further agrees that, in the event of any action for
        specific performance in respect of such breach, it shall waive the defense
        that
        a remedy at law would be adequate.

       

      Section
        116.2 No
        Inconsistent Agreements.
        Neither
        the Company nor any of its subsidiaries has, as of the date hereof entered
        into
        and currently in effect, nor shall the Company or any of its subsidiaries,
        on or
        after the date of this Agreement, enter into any agreement with respect to
        its
        securities that is inconsistent with the rights granted to the Holders in
        this
        Agreement or otherwise conflicts with the provisions hereof. Except as disclosed
        on Schedule 2.1(c) of the Purchase Agreement or Schedule II hereto, neither
        the
        Company nor any of its subsidiaries has previously entered into any agreement
        currently in effect granting any registration rights with respect to any
        of its
        securities to any Person, except for the Registration Rights Agreement entered
        into as of even date herewith, under the Purchase Agreement. Without limiting
        the generality of the foregoing, without the written consent of the Holders
        of a
        majority of the then outstanding Registrable Securities, the Company shall
        not
        grant to any Person the right to request the Company to register any securities
        of the Company under the Securities Act unless the rights so granted are
        subject
        in all respects to the prior rights in full of the Holders set forth herein,
        and
        are not otherwise in conflict with the provisions of this
        Agreement.

       

      Section
        116.3 No
        Piggyback on Registrations.
        Neither
        the Company nor any of its security holders (other than the Holders in such
        capacity pursuant hereto) may include securities of the Company in any
        Registration Statement, and the Company shall not after the date hereof enter
        into any agreement providing such right to any of its securityholders, unless
        the right so granted is subject in all respects to the prior rights in full
        of
        the Holders set forth herein, and is not otherwise in conflict with the
        provisions of this Agreement.

       

      Section
        116.4 Piggy-Back
        Registrations.
        If at
        any time when there is not an effective Registration Statement providing
        for the
        resale of all of the Registrable Securities, the Company shall determine
        to
        prepare and file with the Commission a registration statement relating to
        an
        offering for its own account or the account of others under the Securities
        Act
        of any of its equity securities, other than on Form S-4 or Form S-8 (each
        as
        promulgated under the Securities Act) or their then equivalents relating
        to
        equity securities to be issued solely in connection with any acquisition
        of any
        entity or business or equity securities issuable in connection with stock
        option
        or other employee benefit plans, the Company shall send to each holder of
        Registrable Securities written notice of such determination and, if within
        thirty (30) days after receipt of such notice, or within such shorter period
        of
        time as may be specified by the Company in such written notice as may be
        necessary for the Company to comply with its obligations with respect to
        the
        timing of the filing of such registration statement, any such holder shall
        so
        request in writing, (which request shall specify the Registrable Securities
        intended to be disposed of by the Holders), the Company will cause the
        registration under the Securities Act of all Registrable Securities which
        the
        Company has been so requested to register by the holder, to the extent requisite
        to permit the disposition of the Registrable Securities so to be registered,
        provided that if at any time after giving written notice of its intention
        to
        register any securities and prior to the effective date of the registration
        statement filed in connection with such registration, the Company shall
        determine for any reason not to register or to delay registration of such
        securities, the Company may, at its election, give written notice of such
        determination to such holder and, thereupon, (i) in the case of a determination
        not to register, shall be relieved of its obligation to register any Registrable
        Securities in connection with such registration (but not from its obligation
        to
        pay expenses in accordance with Section 4 hereof), and (ii) in the case of
        a
        determination to delay registering, shall be permitted to delay registering
        any
        Registrable Securities being registered pursuant to this Section 7(d) for
        the
        same period as the delay in registering such other securities. The Company
        shall
        include in such registration statement all or any part of such Registrable
        Securities such holder requests to be registered; provided,
        however,
        that
        the Company shall not be required to register any Registrable Securities
        pursuant to this Section 7(d) that are eligible for sale pursuant to Rule
        144(k)
        of the Securities Act. In the case of an underwritten public offering, if
        the
        managing underwriter(s) or underwriter(s) should reasonably object to the
        inclusion of the Registrable Securities in such registration statement, then
        if
        the Company after consultation with the managing underwriter should reasonably
        determine that the inclusion of such Registrable Securities would materially
        adversely affect the offering contemplated in such registration statement,
        and
        based on such determination recommends inclusion in such registration statement
        of fewer or none of the Registrable Securities of the Holders, then (x) the
        number of Registrable Securities of the Holders included in such registration
        statement shall be reduced pro-rata among such Holders (based upon the number
        of
        Registrable Securities requested to be included in the registration), if
        the
        Company after consultation with the underwriter(s) recommends the inclusion
        of
        fewer Registrable Securities, or (y) none of the Registrable Securities of
        the
        Holders shall be included in such registration statement, if the Company
        after
        consultation with the underwriter(s) recommends the inclusion of none of
        such
        Registrable Securities; provided,
        however,
        that if
        securities are being offered for the account of other persons or entities
        as
        well as the Company, such reduction shall not represent a greater fraction
        of
        the number of Registrable securities intended to be offered by the Holders
        than
        the fraction of similar reductions imposed on such other persons or entities
        (other than the Company).


      
        
          
          

        

        
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      Section
        116.5 Failure
        to File Registration Statement and Other Events.
        The
        Company and the Holders agree that the Holders will suffer damages if a
        Registration Statement is not filed on or prior to the Filing Date or any
        Additional Filing Date, as applicable, or after notice from the Holders,
        as set
        forth in Section 2(b) hereto, and, in each case, not declared effective by
        the
        Commission on or prior to the applicable Effectiveness Date and maintained
        in
        the manner contemplated herein during the applicable Effectiveness Period
        or if
        certain other events occur. The Company and the Holders further agree that
        it
        would not be feasible to ascertain the extent of such damages with precision.
        Accordingly, if (A) a Registration Statement is not filed on or prior to
        the
        Filing Date, any Additional Filing Date or after notice from the Holders,
        as set
        forth in Section 2(b) hereof, or (B)  a Registration Statement is not
        declared effective by the Commission on or prior to the applicable Effectiveness
        Date, or (C) the Company fails to file with the Commission a request for
        acceleration in accordance with Rule 461 promulgated under the Securities
        Act
        within three (3) Business Days of the date that the Company is notified (orally
        or in writing, whichever is earlier) by the Commission that a Registration
        Statement will not be “reviewed,” or not subject to further review, or (D) any
        Registration Statement is filed with and declared effective by the Commission
        but thereafter ceases to be effective as to all Registrable Securities at
        any
        time prior to the expiration of the Effectiveness Period, without being
        succeeded immediately by a subsequent Registration Statement filed with and
        declared effective by the Commission, or (E) the Company has breached Section
        3(n), or (F) trading in the Common Stock shall be suspended or if the Common
        Stock is no longer quoted on or is delisted from the OTC Bulletin Board (or
        other principal exchange on which the Common Stock is listed or traded) for
        any
        reason for more than three (3) Business Days in the aggregate (any such failure
        or breach being referred to as an “Event,”
and
        for purposes of clauses (A) and (B) the date on which such Event occurs,
        or for
        purposes of clause (C) the date on which such three (3) Business Day period
        is
        exceeded, or for purposes of clause (D) after more than fifteen (15) Business
        Days, or for purposes of clause (F) the date on which such three (3) Business
        Day period is exceeded, being referred to as “Event
        Date”),
        the
        Company shall pay an amount in cash as liquidated damages to each Holder
        equal
        to one and one-half percent (1.5%) of the amount of the Holder’s initial
        investment in the Preferred Stock for each calendar month or portion thereof
        thereafter from the Event Date until the applicable Event is cured; provided,
        however,
        that in
        no event shall the amount of liquidated damages payable at any time and from
        time to time to any Holder pursuant to this Section 7(e) exceed an aggregate
        of
        fifteen percent (15%) of the amount of the aggregate consideration paid by
        the
        Holder upon exercise of the Series J Warrant. Notwithstanding anything to
        the
        contrary in this paragraph (e), if (a) any of the Events described in clauses
        (A), (B), (C), (D) or (F) shall have occurred, (b) on or prior to the applicable
        Event Date, the Company shall have exercised its rights under Section 3(n)
        hereof and (c) the postponement or suspension permitted pursuant to such
        Section
        3(n) shall remain effective as of such applicable Event Date, then the
        applicable Event Date shall be deemed instead to occur on the second Business
        Day following the termination of such postponement or suspension. Liquidated
        damages payable by the Company pursuant to this Section 7(d) shall be payable
        on
        the first (1st) Business Day of each thirty (30) day period following the
        Event
        Date. The parties agree that the liquidated damages set forth in this Section
        7(e) shall be the exclusive remedy of the parties hereto with respect to
        the
        breaches by the Company of this Section 7(e). 


      
        
          
          

        

        
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      Section
        116.6 Amendments
        and Waivers.
        The
        provisions of this Agreement, including the provisions of this sentence,
        may not
        be amended, modified or supplemented, and waivers or consents to departures
        from
        the provisions hereof may not be given, unless the same shall be in writing
        and
        signed by the Company and the Holders of a majority of the Registrable
        Securities outstanding.


      
        
          
          

        

        
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      ARTICLE
        CXVIINotices. All notices, demands, consents, requests, instructions and
        other
        communications to be given or delivered or permitted under or by reason of
        the
        provisions of this Agreement or in connection with the transactions contemplated
        hereby shall be in writing and shall be deemed to be delivered and received
        by
        the intended recipient as follows: (i) if personally delivered, on the business
        day of such delivery (as evidenced by the receipt of the personal delivery
        service), (ii) if mailed certified or registered mail return receipt requested,
        two (2) business days after being mailed, (iii) if delivered by overnight
        courier (with all charges having been prepaid), on the business day of such
        delivery (as evidenced by the receipt of the overnight courier service of
        recognized standing), or (iv) if delivered by facsimile transmission, on
        the
        business day of such delivery if sent by 6:00 p.m. in the time zone of the
        recipient, or if sent after that time, on the next succeeding business day
        (as
        evidenced by the printed confirmation of delivery generated by the sending
        party’s telecopier machine). If any notice, demand, consent, request,
        instruction or other communication cannot be delivered because of a changed
        address of which no notice was given (in accordance with this Section 4),
        or the
        refusal to accept same, the notice, demand, consent, request, instruction
        or
        other communication shall be deemed received on the second business day the
        notice is sent (as evidenced by a sworn affidavit of the sender). All such
        notices, demands, consents, requests, instructions and other communications
        will
        be sent to the following addresses or facsimile numbers as
        applicable.

      


      
        	
                If
                  to the Company: 

              	
                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group

                No.
                  99 Fanrong Street 

                Jixian
                  Town Heilongjiang 

                People’s
                  Republic of China 155900Tel: 

                Fax:
                  86-469-469-3000 

                Email: kingbode1@163.com

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to any Holder:

              	
                To
                  the address set forth in Schedule I

              
	 	 
	
                with
                  copies (which copies

                shall
                  not constitute notice)

                to:

              	
                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000

              


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.


      
        
          
          

        

        
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      Section
        117.1 Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and permitted assigns and shall inure to the benefit of
        each
        Holder and its successors and assigns. The Company may not assign this Agreement
        or any of its rights or obligations hereunder without the prior written consent
        of each Holder. Each Holder may assign its rights hereunder in the manner
        and to
        the Persons as permitted under the Purchase Agreement.

       

      Section
        117.2 Assignment
        of Registration Rights.
        The
        rights of each Holder hereunder, including the right to have the Company
        register for resale Registrable Securities in accordance with the terms of
        this
        Agreement, shall be automatically assignable by each Holder to any Person
        to
        whom all or a portion of the Preferred Stock, the Warrants or the Registrable
        Securities are transferred if: (i) the Holder agrees in writing with the
        transferee or assignee to assign such rights, and a copy of such agreement
        is
        furnished to the Company within a reasonable time after such assignment,
        (ii)
        the Company is, within a reasonable time after such transfer or assignment,
        furnished with written notice of (a) the name and address of such transferee
        or
        assignee, and (b) the securities with respect to which such registration
        rights
        are being transferred or assigned, (iii) following such transfer or assignment
        the further disposition of such securities by the transferee or assignees
        is
        restricted under the Securities Act and applicable state securities laws
        unless
        such securities are registered in a Registration Statement under this Agreement
        (in which case the Company shall be obligated to amend such Registration
        Statement to reflect such transfer or assignment) or are otherwise exempt
        from
        registration, (iv) at or before the time the Company receives the written
        notice
        contemplated by clause (ii) of this Section, the transferee or assignee agrees
        in writing with the Company to be bound by all of the provisions of this
        Agreement, and (v) such transfer shall have been made in accordance with
        the
        applicable requirements of the Purchase Agreement. The rights to assignment
        shall apply to the Holders (and to subsequent) successors and
        assigns.

       

      Section
        117.3 Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement and shall become effective when
        counterparts have been signed by each party and delivered to the other parties
        hereto, it being understood that all parties need not sign the same counterpart.
        In the event that any signature is delivered by facsimile transmission, such
        signature shall create a valid binding obligation of the party executing
        (or on
        whose behalf such signature is executed) the same with the same force and
        effect
        as if such facsimile signature were the original thereof.

       

      Section
        117.4 Governing
        Law; Jurisdiction.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of New York, without giving effect to any of the conflicts
        of
        law principles which would result in the application of the substantive law
        of
        another jurisdiction. This Agreement shall not be interpreted or construed
        with
        any presumption against the party causing this Agreement to be drafted. The
        Company and the Holders agree that venue for any dispute arising under this
        Agreement will lie exclusively in the state or federal courts located in
        New
        York County, New York, and the parties irrevocably waive any right to raise
        forum
        non conveniens
        or any
        other argument that New York is not the proper venue. The Company and the
        Holders irrevocably consent to personal jurisdiction in the state and federal
        courts of the state of New York. The Company and the Holders consent to process
        being served in any such suit, action or proceeding by mailing a copy thereof
        to
        such party at the address in effect for notices to it under this Agreement
        and
        agrees that such service shall constitute good and sufficient service of
        process
        and notice thereof. Nothing in this Section 7(k) shall affect or limit any
        right
        to serve process in any other manner permitted by law. The Company and the
        Holders hereby agree that the prevailing party in any suit, action or proceeding
        arising out of or relating to this Agreement or the Purchase Agreement, shall
        be
        entitled to reimbursement for reasonable legal fees from the non-prevailing
        party. The parties hereby waive all rights to a trial by jury.


      
        
          
          

        

        
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      Section
        117.5 Cumulative
        Remedies.
        The
        remedies provided herein are cumulative and not exclusive of any remedies
        provided by law.

       

      Section
        117.6 Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held to be
        invalid, illegal, void or unenforceable in any respect, the remainder of
        the
        terms, provisions, covenants and restrictions set forth herein shall remain
        in
        full force and effect and shall in no way be affected, impaired or invalidated,
        and the parties hereto shall use their reasonable efforts to find and employ
        an
        alternative means to achieve the same or substantially the same result as
        that
        contemplated by such term, provision, covenant or restriction. It is hereby
        stipulated and declared to be the intention of the parties that they would
        have
        executed the remaining terms, provisions, covenants and restrictions without
        including any of such that may be hereafter declared invalid, illegal, void
        or
        unenforceable.

       

      Section
        117.7 Headings.
        The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof.

       

      Section
        117.8 Shares
        Held by the Company and its Affiliates.
        Whenever the consent or approval of Holders of a specified percentage of
        Registrable Securities is required hereunder, Registrable Securities held
        by the
        Company or its Affiliates (other than any Holder or transferees or successors
        or
        assigns thereof if such Holder is deemed to be an Affiliate solely by reason
        of
        its holdings of such Registrable Securities) shall not be counted in determining
        whether such consent or approval was given by the Holders of such required
        percentage.


      
        
          
          

        

        
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      Section
        117.9 Independent
        Nature of Holders.
        The
        Company acknowledges that the obligations of each Holder under the Transaction
        Documents are several and not joint with the obligations of any other Holder,
        and no Holder shall be responsible in any way for the performance of the
        obligations of any other Holder under the Transaction Documents. The Company
        acknowledges that the decision of each Holder to purchase Securities pursuant
        to
        the Purchase Agreement and to exercise its rights under the Series J Warrant
        has
        been made by such Holders independently of any other Holder and independently
        of
        any information, materials, statements or opinions as to the business, affairs,
        operations, assets, properties, liabilities, results of operations, condition
        (financial or otherwise) or prospects of the Company or of its Subsidiaries
        which may have made or given by any other Holder or by any agent or employee
        of
        any other Holder, and no Holderr or any of its agents or employees shall
        have
        any liability to any Holderr (or any other person) relating to or arising
        from
        any such information, materials, statements or opinions. The Company
        acknowledges that nothing contained herein, or in any Transaction Document,
        and
        no action taken by any Holder pursuant hereto or thereto (including, but
        not
        limited to, the (i) inclusion of a Holder in a Registration Statement and
        (ii)
        review by, and consent to, such Registration Statement by a Holder) shall
        be
        deemed to constitute the Holders as a partnership, an association, a joint
        venture or any other kind of entity, or create a presumption that the Holders
        are in any way acting in concert or as a group with respect to such obligations
        or the transactions contemplated by the Transaction Documents. The Company
        acknowledges that each Holder shall be entitled to independently protect
        and
        enforce its rights, including without limitation, the rights arising out
        of this
        Agreement or out of the other Transaction Documents, and it shall not be
        necessary for any other Holder to be joined as an additional party in any
        proceeding for such purpose. The Company acknowledges that for reasons of
        administrative convenience only, the Transaction Documents have been prepared
        by
        counsel for one of the Holders and such counsel does not represent all of
        the
        Holders. The Company acknowledges that it has elected to provide all Holders
        with the same terms and Transaction Documents for the convenience of the
        Company
        and not because it was required or requested to do so by the Holders. The
        Company acknowledges that such procedure with respect to the Transaction
        Documents in no way creates a presumption that the Holders are in any way
        acting
        in concert or as a group with respect to the Transaction Documents or the
        transactions contemplated hereby or thereby.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          242

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Registration Rights
        Agreement to be duly executed by their respective authorized persons as of
        the
        date first indicated above.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
         /s/
        Shulin Liu

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      HOLDER

       

      SANSAR
        CAPITAL SPECIAL OPPORTUNITY MASTER FUND, LP (CAYMAN MASTER)

       

      By:
         /s/
        Sunjay Motwani

      Name:
        Sunjay Motwani

      Title:
        President

      


      VICIS
        CAPITAL MASTER FUND

       

      By:
         /s/
        Keith W. Hughes

      Name:
        Keith W. Hughes

      Title:
        Chief Financial Officer

      


      VISION
        OPPORTUNITY MASTER FUND, LTD.

       

      By:
         /s/
        Adam Benowitz

      Name:
        Adam Benowitz

      Title:
        Director


      
        
          
          

        

        
          243

          
            

          

        

        
          
          

        

      


       

      Schedule
        I

      Holders


      
        	
                Investor

              	 	
                Investment

              	
                 

              	
                Series
                  J Warrants

              	
                 

              	
                 

                 

                 

                 

                 

                Series
                  C 

                Warrants

              	
                 

              	
                 

                 

                 

                 

                 

                Series
                  D

                Warrants

              	 
	
                Vision
                  Opportunity Master Fund Ltd.

              	 	
                $

              	
                8,000,000

              	 	 	
                3,382,664

              	 	 	
                3,382,664

              	 	 	
                1,691,332

              	 
	
                Sansar
                  Capital Special Opportunity Master Fund, LP (Cayman
                  Master)

              	 	
                $

              	
                5,950,000

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                2,515,856

              	 	 	
                
                

                
                

                1,257,928

              	 
	
                Vicis
                  Capital Master Fund

              	 	
                $

              	
                4,500,000

              	 	 	
                1,902,748

              	 	 	
                1,902,748

              	 	 	
                951,374

              	 
	
                Precept
                  Capital Master Fund, GP

              	 	
                $

              	
                500,000

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Penn
                  Footwear

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Crescent
                  International Limited

              	 	
                $

              	
                300,000

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 	 	
                
                

                --

              	 
	
                Benefit
                  Grand Investments

              	 	
                $

              	
                500,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Golden
                  Bridge Asset Management

              	 	
                $

              	
                1,000,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Leland
                  C Ackerley

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 
	
                Newberg
                  Road Partners, LP

              	 	
                $

              	
                250,000

              	 	 	
                --

              	 	 	
                --

              	 	 	
                --

              	 


      


      
        
          
          

        

        
          244

          
            

          

        

        
          
          

        

      


       

      Schedule
        II

       

      Refer
        to
        Schedule 2.1(c) Purchase Agreement


      
        
          
          

        

        
          245

          
            

          

        

        
          
          

        

      


       

      Exhibit
        A

       

      Plan
        of
        Distribution

       

      The
        selling security holders and any of their pledgees, donees, assignees and
        successors-in-interest may, from time to time, sell any or all of their shares
        of common stock being offered under this prospectus on any stock exchange,
        market or trading facility on which shares of our common stock are traded
        or in
        private transactions. These sales may be at fixed or negotiated prices. The
        selling security holders may use any one or more of the following methods
        when
        disposing of shares:

       

      ordinary
        brokerage transactions and transactions in which the broker-dealer solicits
        purchasers;

       

      block
        trades in which the broker-dealer will attempt to sell the shares as agent
        but
        may position and resell a portion of the block as principal to facilitate
        the
        transaction;

       

      purchases
        by a broker-dealer as principal and resales by the broker-dealer for its
        account;

       

      an
        exchange distribution in accordance with the rules of the applicable
        exchange;

       

      privately
        negotiated transactions;

       

      to
        cover
        short sales made after the date that the registration statement of which
        this
        prospectus is a part is declared effective by the Commission;

       

      broker-dealers
        may agree with the selling security holders to sell a specified number of
        such
        shares at a stipulated price per share;

       

      a
        combination of any of these methods of sale; and

       

      any
        other
        method permitted pursuant to applicable law.

       

      The
        shares may also be sold under Rule 144 under the Securities Act of 1933,
        as
        amended (“Securities Act”), if available, rather than under this prospectus. The
        selling security holders have the sole and absolute discretion not to accept
        any
        purchase offer or make any sale of shares if they deem the purchase price
        to be
        unsatisfactory at any particular time.

       

      The
        selling security holders may pledge their shares to their brokers under the
        margin provisions of customer agreements. If a selling security holder defaults
        on a margin loan, the broker may, from time to time, offer and sell the pledged
        shares.

       

      Broker-dealers
        engaged by the selling security holders may arrange for other broker-dealers
        to
        participate in sales. Broker-dealers may receive commissions or discounts
        from
        the selling security holders (or, if any broker-dealer acts as agent for
        the
        purchaser of shares, from the purchaser) in amounts to be negotiated, which
        commissions as to a particular broker or dealer may be in excess of customary
        commissions to the extent permitted by applicable law.


      
        
          
          

        

        
          246

          
            

          

        

        
          
          

        

      


       

      If
        sales
        of shares offered under this prospectus are made to broker-dealers as
        principals, we would be required to file a post-effective amendment to the
        registration statement of which this prospectus is a part. In the post-effective
        amendment, we would be required to disclose the names of any participating
        broker-dealers and the compensation arrangements relating to such
        sales.

       

      The
        selling security holders and any broker-dealers or agents that are involved
        in
        selling the shares offered under this prospectus may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these
        sales. Commissions received by these broker-dealers or agents and any profit
        on
        the resale of the shares purchased by them may be deemed to be underwriting
        commissions or discounts under the Securities Act. Any broker-dealers or
        agents
        that are deemed to be underwriters may not sell shares offered under this
        prospectus unless and until we set forth the names of the underwriters and
        the
        material details of their underwriting arrangements in a supplement to this
        prospectus or, if required, in a replacement prospectus included in a
        post-effective amendment to the registration statement of which this prospectus
        is a part.

       

      The
        selling security holders and any other persons participating in the sale
        or
        distribution of the shares offered under this prospectus will be subject
        to
        applicable provisions of the Exchange Act, and the rules and regulations
        under
        that act, including Regulation M. These provisions may restrict activities
        of,
        and limit the timing of purchases and sales of any of the shares by, the
        selling
        security holders or any other person. Furthermore, under Regulation M, persons
        engaged in a distribution of securities are prohibited from simultaneously
        engaging in market making and other activities with respect to those securities
        for a specified period of time prior to the commencement of such distributions,
        subject to specified exceptions or exemptions. All of these limitations may
        affect the marketability of the shares.

       

      If
        any of
        the shares of common stock offered for sale pursuant to this prospectus are
        transferred other than pursuant to a sale under this prospectus, then subsequent
        holders could not use this prospectus until a post-effective amendment or
        prospectus supplement is filed, naming such holders. We offer no assurance
        as to
        whether any of the selling security holders will sell all or any portion
        of the
        shares offered under this prospectus.

       

      We
        have
        agreed to pay all fees and expenses we incur incident to the registration
        of the
        shares being offered under this prospectus. However, each selling security
        holder and purchaser is responsible for paying any discounts, commissions
        and
        similar selling expenses they incur.

       

      We
        and
        the selling security holders have agreed to indemnify one another against
        certain losses, damages and liabilities arising in connection with this
        prospectus, including liabilities under the Securities Act.

       



      
        
          
          

        

        
          247

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        E TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

      __________________________________________

       

      FORM
        OF LOCK-UP AGREEMENT


       

      LOCK-UP
        AGREEMENT

       

      THIS
        AGREEMENT (this “Agreement”)
        is
        dated as of October 3, 2007 by and between Victory Divide Mining Company,
        a
        Nevada corporation (the “Company”),
        and
        Winner State Investments Limited (“Shareholder”).

       

      WHEREAS,
        the Company intends to enter into a share exchange transaction with Shareholder
        whereby Shareholder will exchange all its equity interest in Faith Winner
        International Limited, a British Virgin Islands company and a wholly-owned
        subsidiary of Shareholder, for the issuance of shares of Common Stock of
        the
        Company, par value $0.001 per share (the “Common
        Stock”)
        and a
        private placement financing transaction with certain accredited investors
        (the
“Investors”)
        whereby the Company will issue shares of a newly-designated Series A Convertible
        Preferred Stock, par value $0.001 per share (the “Series
        A Stock”)
        and
        related warrants (the “Warrants”)
        to
        purchase shares of Common Stock of the Company (the “Financing
        Transaction”).

       

      WHEREAS,
        to induce the Company and the Investors to enter into the Financing Transaction
        pursuant to the Series A Convertible Preferred Stock Purchase Agreement dated
        October 3, 2007 by and among the Company and the Investors (the “Purchase
        Agreement”),
        Shareholder has agreed not to sell any shares of the Company’s Common Stock that
        Shareholder presently owns or may acquire after the date hereof, except in
        accordance with the terms and conditions set forth herein (collectively,
        the
“Lock-Up
        Shares”).
        Capitalized terms used herein without definition shall have the meanings
        assigned to such terms in the Purchase Agreement.

       

      NOW,
        THEREFORE, in consideration of the covenants and conditions hereinafter
        contained, the parties hereto agree as follows:

       

      ARTICLE
        CXVIIIRestriction
        on Transfer; Term.
        The Shareholder hereby agrees with the Company that such Shareholder will
        not
        offer, sell, contract to sell, assign, transfer, hypothecate, pledge or grant
        a
        security interest in, or otherwise dispose of, or enter into any transaction
        which is designed to, or might reasonably be expected to, result in the
        disposition of (whether by actual disposition or effective economic disposition
        due to cash settlement or otherwise, directly or indirectly (each, a
“transfer”), any of the shares of Common Stock owned by such Shareholder at any
        time from the period commencing on the Closing Date and expiring on the date
        that is twelve (12) months following the effective date of the registration
        statement (the “Effective
        Date”)
        filed by the Company with the Securities and Exchange Commission providing
        for
        the resale of the shares of Common Stock issuable upon conversion of the
        Preferred Shares issued pursuant to the Purchase Agreement (the
“Period”),
        the Shareholder agrees that, during the twenty four (24) months immediately
        following the Period that such Shareholder shall not transfer more than one
        twelfth (1/12) of such Shareholder’s total holdings of Common Stock during any
        one (1) month. 


      
        
          
          

        

        
          248

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        CXIXOwnership.
        During the Period, Shareholder shall retain all rights of ownership in the
        Lock-Up Shares, including, without limitation, voting rights and the right
        to
        receive any dividends, if any, that may be declared in respect
        thereof.

       

      ARTICLE
        CXXCompany
        and Transfer Agent.
        The Company is hereby authorized to disclose the existence of this Agreement
        to
        its transfer agent. The Company and its transfer agent are hereby authorized
        to
        decline to make any transfer of the Common Stock if such transfer would
        constitute a violation or breach of this Agreement and/or the Purchase
        Agreement.

       

      ARTICLE
        CXXINotices.
        All notices, demands, consents, requests, instructions and other communications
        to be given or delivered or permitted under or by reason of the provisions
        of
        this Agreement or in connection with the transactions contemplated hereby
        shall
        be in writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 4), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.

       

      


      
        	
                If
                  to the Company: 

                 

                Victory
                  Divide Mining Company

                c/o
                  Heilongjiang Yanglin Soybean Group Co., Ltd

                No.
                  99 Fanrong Street,

                Jixian
                  Town, Heilongjiang, PRC

                 

                Attention:
                  Mr. Shulin Liu

                Tel:
                  011-86-469-4678077 

                Fax:
                  011-86-469-4693000 

                 

                with
                  copies (which copies shall not constitute notice to the Issuer)
                  to: 

                 

              


      


      
        
          
          

        

        
          249

          
            

          

        

        
          
          

        

      


      


      
        	 
	
                Guzov
                  Ofsink, LLC

                600
                  Madison Avenue, 14th Floor

                New
                  York, New York 10022

                Attention:
                  Darren Ofsink

                Tel.
                  No.: (212) 371-8008, ext. 127

                Fax
                  No.: (212) 688-7273

                 

                and
                  to: 

                 

                Loeb
                  & Loeb LLP

                345
                  Park Avenue

                New
                  York, NY 10154

                Attn:
                  Mitchell Nussbaum

                Facsimile:
                  212-407-4000 

                 

                If
                  to Shareholder, 

                 

                Winner
                  State Investments Limited

                PO
                  Box 957, Offshore Incorporations Center, 

                Road
                  Town, Tortola, British Virgin Islands

                 

                Attention:
                  Mr. Shulin Liu

                Tel:
                  011-86-469-4678077 

                Fax:
                  011-86-469-4693000 

              
	 


      

       

      or
        to
        such other address as any party may specify by notice given to the other
        party
        in accordance with this Section 4.

       

      ARTICLE
        CXXIIAmendment.
        This Agreement may not be modified, amended, altered or supplemented, except
        by
        a written agreement executed by each of the parties
        hereto.

       

      ARTICLE
        CXXIIIEntire
        Agreement.
        This Agreement contains the entire understanding and agreement of the parties
        relating to the subject matter hereof and supersedes all prior and/or
        contemporaneous understandings and agreements of any kind and nature (whether
        written or oral) among the parties with respect to such subject matter, all
        of
        which are merged herein.

       

      ARTICLE
        CXXIVGoverning
        Law.
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of New York applicable to agreements made and to be performed in
        that
        state, without regard to any of its principles of conflicts of laws or other
        laws which would result in the application of the laws of another jurisdiction.
        This Agreement shall be construed and interpreted without regard to any
        presumption against the party causing this Agreement to be
        drafted.


      
        
          
          

        

        
          250

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        CXXVWaiver
        of Jury Trial.
        EACH OF THE PARTIES HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT
        TO A
        TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING
        TO
        THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES
        UNCONDITIONALLY AND IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF
        THE
        COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY AND THE FEDERAL
        DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK WITH RESPECT TO ANY
        SUIT,
        ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
        TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PARTIES HEREBY UNCONDITIONALLY
        AND IRREVOCABLY WAIVES ANY OBJECTION TO VENUE IN NEW YORK COUNTY OR SUCH
        DISTRICT, AND AGREES THAT SERVICE OF ANY SUMMONS, COMPLAINT, NOTICE OR OTHER
        PROCESS RELATING TO SUCH SUIT, ACTION OR OTHER PROCEEDING MAY BE EFFECTED
        IN THE
        MANNER PROVIDED IN SECTION 4.

       

      ARTICLE
        CXXVISeverability.
        The parties agree that if any provision of this Agreement be held to be invalid,
        illegal or unenforceable in any jurisdiction, that holding shall be effective
        only to the extent of such invalidity, illegally or unenforceability without
        invalidating or rendering illegal or unenforceable the remaining provisions
        hereof, and any such invalidity, illegally or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction. It is the intent of the parties that this Agreement be
        fully
        enforced to the fullest extent permitted by applicable
        law.

       

      ARTICLE
        CXXVIIBinding
        Effect; Assignment.
        This Agreement and the rights and obligations hereunder may not be assigned
        by
        any party hereto without the prior written consent of the other parties hereby.
        This Agreement shall be binding upon and shall inure to the benefit of the
        parties hereto and their respective successors and permitted
        assigns.

       

      ARTICLE
        CXXVIIIHeadings.
        The section headings contained in this Agreement (including, without limitation,
        section headings and headings in the exhibits and schedules) are inserted
        for
        reference purposes only and shall not affect in any way the meaning,
        construction or interpretation of this Agreement. Any reference to the
        masculine, feminine, or neuter gender shall be a reference to such other
        gender
        as is appropriate. References to the singular shall include the plural and
        vice
        versa.

       

      ARTICLE
        CXXIXCounterparts.
        This Agreement may be executed in two or more counterparts, and by the different
        parties hereto in separate counterparts, each of which when executed shall
        be
        deemed to be an original, and all of which, when taken together, shall
        constitute one and the same document. This Agreement shall become effective
        when
        one or more counterparts, taken together, shall have been executed and delivered
        by all of the parties.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          251

          
            

          

        

        
          
          

        

      


       

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

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
         /s/
        Shulin Liu 

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      [SHAREHOLDER]

       

      WINNER
        STATE INVESTMENTS LIMITED

       

      By:
         /s/
        Shulin Liu   

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      NUMBER
        OF
        SHARES SUBJECT TO

       

      LOCK
        UP:
18,200,000__

       



      
        
          
          

        

        
          252

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        F-1 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

      _______________________________________

       

      ESCROW
        AGREEMENT

      


      This
        Escrow Agreement, dated as of August 30, 2007 (this “Agreement”),
        is
        entered into by and among Heilongjiang Yanglin Soybean Group Co. Ltd, a PRC
        corporation, (the “Company)
        and
        Tri-State Title & Escrow, LLC (the “Escrow
        Agent”).
        The
        principal address of each party hereto is set forth on Exhibit
        A.
        The
        Company may be sometimes referred to herein as the Escrowing Party.

      


      WITNESSETH:

      


      WHEREAS,
        the Company, through Kuhns Brothers, the Placement Agent, proposes to make
        a
        private offering to accredited institutional investors (the “Offering”) of
        shares of $0.001 par value preferred stock with attached warrants (the
“Securities”) of Victory Divide Mining Company or such other “shell company” as
        the Company may so decide in reliance upon available exemptions from the
        registration requirements of the U.S. Securities Act of 1933, as amended
        (the
“Act”) and pursuant to a Stock Purchase Agreement or Stock Purchase Agreements
        (collectively and individually, the “Stock Purchase Agreement”), in an aggregate
        amount of no less than Twenty-One Million Five Hundred Thousand ($21,500,000);
        and 

       

      WHEREAS,
        the Company desires to deposit all proceeds received from subscriptions made
        by
        accredited institutional investors (“Subscribers”) for the Securities in the
        Offering (the “Escrowed Funds”) with the Escrow Agent, to be held in escrow
        until written instructions are received by the Escrow Agent from the Company,
        at
        which time and from time to time the Escrow Agent will disburse the Escrowed
        Funds in accordance with such instructions (the “Closing”); and

      


      WHEREAS,
        Escrow Agent is willing to hold the Escrowed Funds in escrow subject to the
        terms and conditions of this Agreement.

      


      NOW,
        THEREFORE, in consideration of the mutual promises herein contained and
        intending to be legally bound, the parties hereby agree as follows:

      


      1.
        Appointment
        of Escrow Agent.
        The
        Company hereby appoints Escrow Agent as escrow agent in accordance with the
        terms and conditions set forth herein and the Escrow Agent hereby accepts
        such
        appointment.

      


      2.
        Delivery
        of the Escrowed Funds. 

      


      2.1
         The
        Company will direct Subscribers in the Offering to deliver the Escrowed Funds
        to
        the Escrow Agent’s account as follows:


      
        
          
          

        

        
          253

          
            

          

        

        
          
          

        

      


      Trust
        Account ABA #056008849

      Cardinal
        Bank

      McLean,
        VA 22102

      Account
        #
        5060024931

      Account
        Name: Tri-State Title & Escrow, LLC

       

      2.2 Escrowed
        Funds shall be forwarded to the Escrow Agent by check or by wire transfer,
        together with the written account of subscription (the “Subscription”) in the
        form attached hereto as Exhibit B (the “Subscription Information”), in
        accordance with the following:

      


      (a)
        Escrowed Funds to be deposited by check shall be made payable to “TRI-STATE
        TITLE & ESCROW, LLC” and shall be delivered to the Escrow Agent at the
        address set forth on Exhibit
        A
        hereto
        and shall be
        accompanied by a Subscription. The
        Escrow
        Agent shall, upon receipt of a Subscription, together with the related Purchase
        Price therefore (as such term is defined in the Stock Purchase Agreement),
        deposit the related Purchase Price of said Subscription in the Escrow Account
        for collection. 

      


      (b)
        Escrowed Funds to be wired shall be wired to the account set forth in Section
        2.1 above and the Subscription shall be faxed or emailed to the Escrow Agent
        in
        accordance with the information provided on Exhibit
        A.

      


      2.3 Any
        checks which are received by the Escrow Agent that are made payable to a
        party
        other than the Escrow Agent shall be returned directly to the sender together
        with any documents delivered therewith. Simultaneously with each deposit,
        the
        Placement Agent shall provide the Escrow Agent with the Subscription
        Information, including the name, address and taxpayer identification number
        of
        each Subscriber and of the aggregate principal amount of Securities subscribed
        for by such Subscriber. The Escrow Agent is not obligated, and may refuse,
        to
        accept checks that are not accompanied by a Subscription containing the
        requisite information.

      


      2.4 In
        the
        event a wire transfer is received by the Escrow Agent and the Escrow Agent
        has
        not received Subscription Information, the Escrow Agent shall notify the
        Placement Agent. If the Escrow Agent does not receive the Subscription
        Information by such Subscriber prior to close of business on the fifth business
        day (days other than a Saturday or Sunday or other day on which the Escrow
        Agent
        is not open for business in the State of Virginia) after notifying Placement
        Agent of receipt of said wire, the Escrow Agent shall return the funds to
        the
        Subscriber.

      


      3.
        Escrow
        Agent to Hold and Disburse Escrowed Funds.
        The
        Escrow Agent will hold and disburse the Escrowed Funds received by it pursuant
        to the terms of this Escrow Agreement, as follows: 

      


      3.1 Upon
        receipt of instructions from the Company, in substantially the form of
Exhibit
        C
        hereto,
        the Escrow Agent shall release the Escrowed Funds as directed in such
        instructions. 

      



      
        
          
          

        

        
          254

          
            

          

        

        
          
          

        

      


      3.2 In
        the
        event this Agreement, the Escrowed Funds or the Escrow Agent becomes the
        subject
        of litigation, or if the Escrow Agent shall desire to do so for any other
        reason, the Company authorizes the Escrow Agent, at its option, to deposit
        the
        Escrowed Funds with the clerk of the court in which the litigation is pending,
        or a court of competent jurisdiction if no litigation is pending, and thereupon
        the Escrow Agent shall be fully relieved and discharged of any further
        responsibility with regard thereto. The Company also authorizes the Escrow
        Agent, if it receives conflicting claims to the Escrow Funds, is threatened
        with
        litigation or if the Escrow Agent shall desire to do so for any other reason,
        to
        interplead all interested parties in any court of competent jurisdiction
        and to
        deposit the Escrowed Funds with the clerk of that court and thereupon the
        Escrow
        Agent shall be fully relieved and discharged of any further responsibility
        hereunder to the parties from which they were received.

      


      3.3 In
        the
        event that the Escrow Agent does not receive any instructions by a date that
        is
        90 days from the date of this Agreement (the “Escrow Termination Date”), all
        Escrowed Funds shall be returned to the parties from which they were received,
        without interest thereon or deduction therefrom.

      


      4.
         Exculpation
        and Indemnification of Escrow Agent

      


      4.1
         The
        Escrow Agent shall have no duties or responsibilities other than those expressly
        set forth herein. The Escrow Agent shall have no duty to enforce any obligation
        of any person to make any payment or delivery, or to direct or cause any
        payment
        or delivery to be made, or to enforce any obligation of any person to perform
        any other act. The Escrow Agent shall be under no liability to the other
        parties
        hereto or anyone else, by reason of any failure, on the part of any party
        hereto
        or any maker, guarantor, endorser or other signatory of a document or any
        other
        person, to perform such person’s obligations under any such document. Except for
        amendments to this Escrow Agreement referenced below, and except for written
        instructions given to the Escrow Agent by the Company relating to the Escrowed
        funds, the Escrow Agent shall not be obligated to recognize any other agreement
        between or among the Company, notwithstanding that references hereto may
        be made
        herein and whether or not it has knowledge thereof. 

      


      4.2 The
        Escrow Agent shall not be liable to the Company or to anyone else for any
        action
        taken or omitted by it, or any action suffered by it to be taken or omitted,
        in
        good faith and acting upon any order, notice, demand, certificate, opinion
        or
        advice of counsel (including counsel chosen by the Escrow Agent), statement,
        instrument, report, or other paper or document (not only as to its due execution
        and the validity and effectiveness of its provisions, but also as to the
        truth
        and acceptability of any information therein contained), which is believed
        by
        the Escrow Agent to be genuine and to be signed or presented by the proper
        person or persons. The Escrow Agent shall not be bound by any of the terms
        thereof, unless evidenced by written notice delivered to the Escrow Agent
        signed
        by the proper party or parties and, if the duties or rights of the Escrow
        Agent
        are affected, unless it shall give its prior written consent
        thereto.

      


      4.3 The
        Escrow Agent shall not be responsible for the sufficiency or accuracy of
        the
        form, or of the execution, validity, value or genuineness of, any document
        or
        property received, held or delivered to it hereunder, or of any signature
        or
        endorsement thereon, or for any lack of endorsement thereon, or for any
        description therein; nor shall the Escrow Agent be responsible or liable
        to the
        Company or to anyone else in any respect on account of the identity, authority
        or rights, of the person executing or delivering or purporting to execute
        or
        deliver any document or property or this Escrow Agreement. The Escrow Agent
        shall have no responsibility with respect to the use or application of the
        Escrowed Funds pursuant to the provisions hereof.


      
        
          
          

        

        
          255

          
            

          

        

        
          
          

        

      


      


      4.4 The
        Escrow Agent shall have the right to assume, in the absence of written notice
        to
        the contrary from the proper person or persons, that a fact or an event,
        by
        reason of which an action would or might be taken by the Escrow Agent, does
        not
        exist or has not occurred, without incurring liability to the Company or
        to
        anyone else for any action taken or omitted to be taken or omitted, in good
        faith and in the exercise of its own best judgment, in reliance upon such
        assumption.

      


      4.5 To
        the
        extent that the Escrow Agent becomes liable for the payment of taxes, including
        withholding taxes, in respect of income derived from the investment of the
        Escrowed Funds, or any payment made hereunder, the Escrow Agent may pay such
        taxes; and the Escrow Agent may withhold from any payment of the Escrowed
        Funds
        such amount as the Escrow Agent estimates to be sufficient to provide for
        the
        payment of such taxes not yet paid, and may use the sum withheld for that
        purpose. The Escrow Agent shall be indemnified and held harmless against
        any
        liability for taxes and for any penalties in respect of taxes, on such
        investment income or payments in the manner provided in Section 4.6

      


      4.6 The
        Escrow Agent will be indemnified and held harmless by the Company from and
        against all expenses, including all counsel fees and disbursements, or loss
        suffered by the Escrow Agent in connection with any action, suit or proceedings
        involving any claim, or in connection with any claim or demand, which in
        any
        way, directly or indirectly, arises out of or relates to this Escrow Agreement,
        the services of the Escrow Agent hereunder, except for claims relating to
        gross
        negligence by Escrow Agent or breach of this Escrow Agreement by the Escrow
        Agent, or the monies or other property held by it hereunder. Promptly after
        the
        receipt of the Escrow Agent of notice of any demand or claim or the commencement
        of any action, suit or proceeding, the Escrow Agent shall, if a claim in
        respect
        thereof is to be made against the Company, notify it thereof in writing,
        but the
        failure by the Escrow Agent to give such notice shall not relieve any such
        party
        from any liability which the Company may have to the Escrow Agent hereunder.
        Notwithstanding any obligation to make payments and deliveries hereunder,
        the
        Escrow Agent may retain and hold for such time as it deems necessary such
        amount
        of monies or property as it shall, from time to time, in its sole discretion,
        seem sufficient to indemnify itself for any such loss or expense and for
        any
        amounts due it under Section 7. 

      


      4.7 For
        purposes hereof, the term “expense or loss” shall include all amounts paid or
        payable to satisfy any claim, demand or liability, or in settlement of any
        claim, demand, action, suit or proceeding settled with the express written
        consent of the Escrow Agent, and all costs and expenses, including, but not
        limited to, counsel fees and disbursements, paid or incurred in investigating
        or
        defending against any such claim, demand, action, suit or proceeding.


      


      5.
         Termination
        of Agreement and Resignation of Escrow Agent 

      



      
        
          
          

        

        
          256

          
            

          

        

        
          
          

        

      


      5.1 This
        Escrow Agreement shall terminate upon disbursement of all of the Escrowed
        Funds,
        provided that the rights of the Escrow Agent and the obligations of the Company
        under Section 4 shall survive the termination hereof.

      


      5.2 The
        Escrow Agent may resign at any time and be discharged from its duties as
        Escrow
        Agent hereunder by giving the Company at least five (5) business days written
        notice thereof (the “Notice Period”). As soon as practicable after its
        resignation, the Escrow Agent shall, if it receives notice from the Company
        within the Notice Period, turn over to a successor escrow agent appointed
        by the
        Company all Escrowed Funds (less such amount as the Escrow Agent is entitled
        to
        retain pursuant to Section 7) upon presentation of the document appointing
        the
        new escrow agent and its acceptance thereof. If no new agent is so appointed
        within the Notice Period, the Escrow Agent shall return the Escrowed Funds
        to
        the parties from which they were received without interest or decuction.
        

      


      6.
         Form
        of Payments by Escrow Agent

      


      6.1 Any
        payments of the Escrowed Funds by the Escrow Agent pursuant to the terms
        of this
        Escrow Agreement shall be made by wire transfer unless directed to be made
        by
        check by the Company.

      


      6.2
         All
        amounts referred to herein are expressed in United States Dollars and all
        payments by the Escrow Agent shall be made in such dollars.

      


      7. Compensation.
        Escrow
        Agent shall be entitled to the following compensation from the
        Company:

       

      7.1 Documentation
        Fee:
        The
        Company shall pay a documentation fee to the Escrow Agent of $2,000.00 receipt
        of which is hereby acknowledged by Escrow Agent.

      


      7.2 Closing
        Fee:
        The
        Company shall pay a fee of $500 to the Escrow Agent at each Closing. For
        purposes of this Section 7.2, a Closing shall mean each time the Escrow Agent
        receives instructions from the Company to disburse Escrowed Funds in accordance
        with the terms of this Agreement. 

      


      7.2 Interest :
        The
        Escrowed Funds shall accrue interest (the “Accrued Interest”) at the available
        rate obtained by the Escrow Agent with respect to the period during which
        such
        funds are held in the Escrow Agent’s account set forth in Section 2.1 above. In
        connection with a Closing, the Company shall be paid Accrued Interest of
        2.5%
        per annum on the aggregate amount of Escrowed Funds in the Escrow Agent’s
        account on the date of such Closing and the balance of Accrued Interest,
        if any,
        shall be retained by the Escrow Agent. 

      


      8. Notices.
        All
        notices, requests, demands, and other communications provided herein shall
        be in
        writing, shall be delivered by hand or by first-class mail, shall be deemed
        given when received and shall be addressed to parties hereto at their respective
        addresses first set forth on Exhibit
        A
        hereto.

      



      
        
          
          

        

        
          257

          
            

          

        

        
          
          

        

      


      9. Further
        Assurances. From
        time
        to time on and after the date hereof, the Company shall deliver or cause
        to be
        delivered to the Escrow Agent such further documents and instruments and
        shall
        do and cause to be done such further acts as the Escrow Agent shall reasonably
        request (it being understood that the Escrow Agent shall have no obligation
        to
        make any such request) to carry out more effectively the provisions and purposes
        of this Escrow Agreement, to evidence compliance herewith or to assure itself
        that it is protected in acting hereunder.

      


      10. Consent
        to Service of Process .
        The
        Company hereby irrevocably consents to the jurisdiction of the courts of
        the
        State of Virginia and of any Federal court located in such state in connection
        with any action, suit or proceedings arising out of or relating to this Escrow
        Agreement or any action taken or omitted hereunder, and waives personal service
        of any summons, complaint or other process and agrees that the service thereof
        may be made by certified or registered mail directed to it at the address
        listed
        on Exhibit A hereto.

      


      11. Miscellaneous

      


      11.1 This
        Escrow Agreement shall be construed without regard to any presumption or
        other
        rule requiring construction against the party causing such instrument to
        be
        drafted. The terms “hereby,” “hereof,” “hereunder,” and any similar terms, as
        used in this Escrow Agreement, refer to the Escrow Agreement in its entirety
        and
        not only to the particular portion of this Escrow Agreement where the term
        is
        used. The word “person” shall mean any natural person, partnership, corporation,
        government and any other form of business of legal entity. All words or terms
        used in this Escrow Agreement, regardless of the number or gender in which
        they
        were used, shall be deemed to include any other number and any other gender
        as
        the context may require. This Escrow Agreement shall not be admissible in
        evidence to construe the provisions of any prior agreement. 

      


      11.2 This
        Escrow Agreement and the rights and obligations hereunder of the Company
        may not
        be assigned. This Escrow Agreement and the rights and obligations hereunder
        of
        the Escrow Agent may be assigned by the Escrow Agent, with the prior consent
        of
        the Company. This Escrow Agreement shall be binding upon and inure to the
        benefit of each party’s respective successors, heirs and permitted assigns. No
        other person shall acquire or have any rights under or by virtue of this
        Escrow
        Agreement. This Escrow Agreement may not be changed orally or modified, amended
        or supplemented without an express written agreement executed by the Escrow
        Agent and the Company. This Escrow Agreement is intended to be for the sole
        benefit of the parties hereto and their respective successors, heirs and
        permitted assigns, and none of the provisions of this Escrow Agreement are
        intended to be, nor shall they be construed to be, for the benefit of any
        third
        person.

      


      11.3 This
        Escrow Agreement shall be governed by, and construed in accordance with,
        the
        internal laws of the State of Virginia. The representations and warranties
        contained in this Escrow Agreement shall survive the execution and delivery
        hereof and any investigations made by any party. The headings in this Escrow
        Agreement are for purposes of reference only and shall not limit or otherwise
        affect any of the terms thereof. 

      



      
        
          
          

        

        
          258

          
            

          

        

        
          
          

        

      


      12.
         Execution
        of Counterparts This
        Escrow Agreement may be executed in a number of counterparts, by facsimile,
        each
        of which shall be deemed to be an original as of those whose signature appears
        thereon, and all of which shall together constitute one and the same instrument.
        This Escrow Agreement shall become binding when one or more of the counterparts
        hereof, individually or taken together, are signed by all the
        parties.


      
        
          
          

        

        
          259

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the parties have executed and delivered this Escrow Agreement
        on the day and year first above written.

      


      ESCROW
        AGENT:

      


      TRI-STATE
        TITLE & ESCROW, LLC

       

      By: ___/s/_Gui
        W. Turner______________

      Name:
        Gui
        W. Turner

      Title:
        President

       

      HEILONGJIANG
        YANGLIN SOYBEAN GROUP CO., LTD.

       

      By:
        ____/s/
        Shulin Liu______________

      Name:
        Shulin Liu

      Title:
        President & CEO 

      


      


      


      


      



      
        
          
          

        

        
          260

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A  

      PARTIES
        TO AGREEMENT

      


      Tri-State
        Title & Escrow, LLC

      360
        Main
        Street

      P.O.
        Box
        391 

      Washington,
        VA 22747

      (800)
        984-2155 

      Attention:
        Johnnie L. Zarecor

      


      Telephone:
        (540) 675-2155

      Fax: (540)
        675-2155

      Email
        escrow@tristatetitle.net

      


       

      Heilongjiang
        Yanglin Soybean Group Co., Ltd

      99
        Fanrong Street

      Jixian
        County, Heilongjiang Province

      The
        People’s Republic of China

      Tele: 
        +1-86-469-4688888

      Fax: 
        +1-86-469-4693000

      Attention:
        Mr. Shulin Liu

      Email:
        kingbode1@163.com

      



      
        
          
          

        

        
          261

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


        SUBCRIPTION
        INFORMATION

      


      
        	
                Name
                  of Subscriber

              	
                ________________________________

              
	 	 
	
                Address
                  of Subscriber

              	
                ________________________________

              
	 	 
	
                 

              	
                ________________________________

              
	 	 
	
                 

              	
                ________________________________

              
	 	 
	
                Amount
                  of Securities

              	 
	
                Subscribed
                  (US$)

              	
                ________________________________

              
	 	 
	
                Subscription
                  Amount

              	 
	
                Submitted
                  Herewith

              	
                ________________________________

              
	 	 
	
                Taxpayer
                  ID Number/ 

              	 
	
                Social
                  Security Number

              	
                ________________________________

              


      

       


      
        
          
          

        

        
          262

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C  

      


      DISBURSEMENT
        REQUEST

      


      Pursuant
        to that certain Escrow Agreement dated effective as of August __, 2007, among
        Heilongjiang Yanglin Soybean Group Co., Ltd and Tri-State Title & Escrow,
        LLC, the Escrowing Party hereby requests disbursement of funds in the amount
        and
        manner described below from account number 5060024931, styled Tri-State Title
        & Escrow, LLC Escrow Account.

      


      
        	
                Please
                  disburse to:

              	
                ________________________________

              
	 	 
	
                Amount
                  to disburse:

              	
                ________________________________

              
	 	 
	
                Form
                  of distribution:

              	
                ________________________________

              
	 	 
	
                Payee:

              	 
	
                Name:

              	
                ________________________________

              
	
                Address:

              	
                ________________________________

              
	
                City/State:

              	
                ________________________________

              
	
                Zip:

              	
                ________________________________

              
	 	 
	 	 
	 	 
	
                Please
                  disburse to:

              	
                ________________________________

              
	 	 
	
                Amount
                  to disburse:

              	
                ________________________________

              
	 	 
	
                Form
                  of distribution:

              	
                ________________________________

              
	 	 
	
                Payee:

              	 
	
                Name:

              	
                ________________________________

              
	
                Address:

              	
                ________________________________

              
	
                City/State:

              	
                ________________________________

              
	
                Zip:

              	
                ________________________________

              


      

      


      Subscriptions
        Accepted From

      


      
        	
                Subscriber

              	 	
                Amount

              
	
                ___________________________

              	 	
                __________________________

              
	
                ___________________________

              	 	
                __________________________

              
	
                ___________________________

              	 	
                __________________________

              
	
                ___________________________

              	 	
                __________________________

              
	 	 	 
	
                Total:

              	 	
                __________________________

              


      

      


      Statement
        of event or condition which calls for this request for
        disbursement:

      _______________________________________________________________

      _______________________________________________________________

       

       

      Heilongjiang
        Yanglin Soybean Group Co. Ltd 


      
        
          
          

        

        
          263

          
            

          

        

        
          
          

        

      


       

      
        	Date: _________________________	 	By: ____________________
	Name: Shulin Liu	 	Title: President & CEO 


      

       

      


        
          
            
            

          

          
            264

            
              

            

          

          
            
            

          

        



       

      EXHIBIT
        F-2 TO THE

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

      _______________________________________

       

      ESCROW
        AGREEMENT

      INVESTOR
        AND PUBLIC RELATIONS

       

      THIS
        ESCROW AGREEMENT (this “Agreement”)
        is
        made as of October 3, 2007, by and among Victory Divide Mining Company, a
        Nevada
        corporation (the “Company”),
        Vision Opportunity Master Fund, Ltd., a Cayman Islands company, as
        representative of the Purchasers (“Vision”) and Loeb & Loeb LLP (the
“Escrow
        Agent”).

       

      ARTICLE
        CXXX

       

      ESTABLISHMENT
        OF THE ESCROW AGENCY AND ESCROW ACCOUNT

       

      Section
        130.1 The
        parties hereby appoint the Escrow Agent, and the Escrow Agent hereby accepts,
        the escrow agency established under this Agreement.

       

      Section
        130.2 The
        Escrow Agent shall establish an account to be maintained as an escrow account
        (the “Escrow
        Account”)
        pursuant to and under this Agreement.

       

      Section
        130.3 On
        the
        date hereof, the Company shall instruct Tri-State Title & Escrow, LLC to
        disburse $500,000 (the “Escrow
        Funds”)
        to be
        transferred to the Escrow Account.

       

      ARTICLE
        CXXXI

       

      INVESTMENT
        OF ESCROW FUNDS

       

      The
        Escrow Agent shall invest the Escrow Funds in a non-interest bearing bank
        account with a U.S. commercial bank or such other bank or other financial
        institution as it normally holds such funds. 

       

      ARTICLE
        CXXXII


       

      DISBURSEMENTS
        FROM ESCROW FUNDS

       

      Upon
        the
        receipt by the Company of a bill or statement for fees or expenses in connection
        with investor or public relations and the receipt by the Escrow Agent of
        the
        release notice in the form attached hereto as Exhibit
        A
        (the
“Release Notice”) executed by the Company and Vision, the Escrow Agent shall
        disburse the Escrow Funds in the amount provided in, and in accordance with,
        such Release Notice.


      
        
          
          

        

        
          265

          
            

          

        

        
          
          

        

      


       

      ARTICLE
        CXXXIII

       

      TERMINATION
        OF ESCROW AGREEMENT

       

      This
        Escrow Agreement shall terminate upon disbursement of all Escrow Funds in
        accordance with Article III, provided, that,
        the
        rights of the Escrow Agent and the obligations of the Company under Article
        V
        shall survive the termination hereof. Notwithstanding the foregoing, in the
        event that the Escrow Agent does not receive any instructions with respect
        to
        the disbursement of the Escrow Funds by a date that is 90 days from the date
        of
        this Agreement, this Agreement shall terminate as of such date and the Escrow
        Funds shall be transferred directly to the Company.

       

      ARTICLE
        CXXXIV

       

      MISCELLANEOUS

       

      Section
        134.1 The
        Company shall pay the Escrow Agent a one-time fee of $500 for all services
        rendered by the Escrow Agent hereunder.

       

      Section
        134.2 For
        purposes of U.S. federal and other taxes based on income, the Company shall
        be
        treated as the owner of the Escrow Funds and shall report all income, if
        any,
        that is earned on, or derived from, the Escrow Funds as its income, in the
        taxable year or years in which such income is properly includible and pay
        any
        taxes attributable thereto. The Escrow Agent shall for each appropriate year,
        prepare tax reports on Form 1099 as to the Company’s income and deliver the same
        to the Company promptly after the calendar year involved.

       

      Section
        134.3 No
        waiver
        or any breach of any covenant or provision herein contained shall be deemed
        a
        waiver of any preceding or succeeding breach thereof, or of any other covenant
        or provision herein contained. No extension of time for performance of any
        obligation or act shall be deemed an extension of the time for performance
        of
        any other obligation or act.

       

      Section
        134.4 All
        notices, demands, consents, requests, instructions and other communications
        to
        be given or delivered or permitted under or by reason of the provisions of
        this
        Agreement or in connection with the transactions contemplated hereby shall
        be in
        writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 5.4), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.


      
        
          
          

        

        
          266

          
            

          

        

        
          
          

        

      


      


      
        	
                If
                  to the Company:

              	
                Victory
                  Divide Mining Company

              
	 	
                c/o
                  Heilongjiang Yanglin Soybean Group

              
	 	
                No.
                  99 Fanrong Street

              
	 	
                Jixian
                  Town Heilongjiang 

              
	 	
                People’s
                  Republic of China 155900

              
	 	
                Attention:
                  Shulin Liu

              
	 	
                Tel.
                  No.: 86-469-467-8077

              
	 	
                Fax
                  No.: 86-469-469-3000

              
	 	 
	
                with
                  copies to:

              	
                Guzov
                  Ofsink, LLC

              
	 	
                600
                  Madison Avenue, 14th
                  Floor

              
	 	
                New
                  York, NY 10022

              
	 	
                Attention:
                  Darren Ofsink

              
	 	
                Tel.
                  No.: (212) 371-8008 ext. 127

              
	 	
                Fax
                  No.: (212) 688-7273

              
	 	 
	
                If
                  to Vision to:

              	
                Vision
                  Opportunity Master Fund, Ltd.

              
	 	
                20
                  W. 55th
                  Street, 5th
                  Floor

              
	 	
                New
                  York, NY 10019

              
	 	
                Attention:
                  Yi Fing Liu

              
	 	
                Tel.
                  No.: (212) 849-8238

              
	 	
                Fax
                  No.: (212) 867-1416

              
	 	 
	
                If
                  to the Escrow Agent:

              	
                Loeb
                  & Loeb LLP

              
	 	
                345
                  Park Avenue

              
	 	
                New
                  York, NY 10154

              
	 	
                Attention:
                  Mitchell S. Nussbaum

              
	 	
                Tel.
                  No.: 212-407-4000

              
	 	
                Fax
                  No.: 212-407-4990

              
	 	 


      

       

      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party
        hereto.

       

      Section
        134.5 This
        Escrow Agreement shall be binding upon and shall inure to the benefit of
        the
        permitted successors and permitted assigns of the parties hereto.

       

      Section
        134.6 This
        Escrow Agreement is the final expression of, and contains the entire agreement
        between, the parties with respect to the subject matter hereof and supersedes
        all prior understandings with respect thereto. This Escrow Agreement may
        not be
        modified, changed, supplemented or terminated, nor may any obligations hereunder
        be waived, except by written instrument signed by the parties to be charged
        or
        by its agent duly authorized in writing or as otherwise expressly permitted
        herein.


      
        
          
          

        

        
          267

          
            

          

        

        
          
          

        

      


       

      Section
        134.7 Whenever
        required by the context of this Escrow Agreement, the singular shall include
        the
        plural and masculine shall include the feminine. This Escrow Agreement shall
        not
        be construed as if it had been prepared by one of the parties, but rather
        as if
        both parties had prepared the same. Unless otherwise indicated, all references
        to Articles or Sections are to this Escrow Agreement.

       

      Section
        134.8 The
        parties hereto expressly agree that this Escrow Agreement shall be governed
        by,
        interpreted under and construed and enforced in accordance with the laws
        of the
        State of New York, without regard to conflicts of law principles that would
        result in the application of the substantive laws of another jurisdiction.
        Any
        action to enforce, arising out of, or relating in any way to, any provisions
        of
        this Escrow Agreement shall only be brought in a state or Federal court sitting
        in New York City, Borough of Manhattan.

       

      Section
        134.9 The
        Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
        only by a writing signed by each of the parties hereto.

       

      Section
        134.10 The
        Escrow Agent shall be obligated only for the performance of such duties as
        are
        specifically set forth herein and may rely and shall be protected in relying
        or
        refraining from acting on any instrument reasonably believed by the Escrow
        Agent
        to be genuine and to have been signed or presented by the proper party or
        parties. The Escrow Agent shall not be personally liable for any act the
        Escrow
        Agent may do or omit to do hereunder as the Escrow Agent while acting in
        good
        faith and in the absence of gross negligence, fraud or willful misconduct,
        and
        any act done or omitted by the Escrow Agent pursuant to the advice of the
        Escrow
        Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
        absence of gross negligence, fraud or willful misconduct.

       

      Section
        134.11 The
        Escrow Agent is hereby expressly authorized to disregard any and all warnings
        given by any of the parties hereto or by any other person or corporation,
        excepting only orders or process of courts of law and is hereby expressly
        authorized to comply with and obey orders, judgments or decrees of any court.
        In
        case the Escrow Agent obeys or complies with any such order, judgment or
        decree,
        the Escrow Agent shall not be liable to any of the parties hereto or to any
        other person, firm or corporation by reason of such decree being subsequently
        reversed, modified, annulled, set aside, vacated or found to have been entered
        without jurisdiction.

       

      Section
        134.12 The
        Escrow Agent shall not be liable in any respect on account of the identity,
        authorization or rights of the parties executing or delivering or purporting
        to
        execute or deliver any documents or papers deposited or called for thereunder
        in
        the absence of gross negligence, fraud or willful misconduct.

       

      Section
        134.13 The
        Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
        Escrow Agent shall resign by giving written notice to the Company and Vision.
        In
        the event of any such resignation, Vision and the Company shall appoint a
        successor Escrow Agent and the Escrow Agent shall deliver to such successor
        Escrow Agent any Escrow Funds and other documents held by the Escrow
        Agent.

       

       

      
        
          
          

        

        
          268

          
            

          

        

        
          
          

        

      

       

      Section
        134.14 If
        the
        Escrow Agent reasonably requires other or further instruments in connection
        with
        this Escrow Agreement or obligations in respect hereto, the necessary parties
        hereto shall join in furnishing such instruments.

       

      Section
        134.15 It
        is
        understood and agreed that should any dispute arise with respect to the delivery
        and/or ownership or right of possession of the documents or the Escrow Funds
        held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
        in the Escrow Agent’s sole discretion (i) to retain in the Escrow Agent’s
        possession without liability to anyone all or any part of said documents
        or the
        Escrow Funds until such disputes shall have been settled either by mutual
        written agreement of the parties concerned by a final order, decree or judgment
        or a court of competent jurisdiction after the time for appeal has expired
        and
        no appeal has been perfected, but the Escrow Agent shall be under no duty
        whatsoever to institute or defend any such proceedings or (ii) to deliver
        the
        Escrow Funds and any other property and documents held by the Escrow Agent
        hereunder to a state or Federal court having competent subject matter
        jurisdiction and located in the City of New York, Borough of Manhattan, in
        accordance with the applicable procedure therefor.

       

      Section
        134.16 The
        Company agrees to indemnify and hold harmless the Escrow Agent and its partners,
        employees, agents and representatives from any and all claims, liabilities,
        costs or expenses in any way arising from or relating to the duties or
        performance of the Escrow Agent hereunder other than any such claim, liability,
        cost or expense to the extent the same shall have been determined by final,
        unappealable judgment of a court of competent jurisdiction to have resulted
        from
        the gross negligence, fraud or willful misconduct of the Escrow
        Agent.

       

      [SIGNATURE
        PAGE FOLLOWS]


      
        
          
          

        

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

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
         /s/
        Shulin Liu   

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      VISION
        OPPORTUNITY MASTER FUND, LTD.

       

      By:
         /s/
        Adam Benowitz  

      Name:
        Adam Benowitz

      Title:
        Director

       

      ESCROW
        AGENT:

       

      LOEB
        & LOEB LLP

       

      By:
         /s/
        Mitchell S. Nussbaum  

      Name:
        Mitchell S. Nussbaum

      Title:
        Partner


      
        
          
          

        

        
          270

          
            

          

        

        
          
          

        

      


       

      Exhibit
        A
        to

      Escrow
        Agreement

       

      RELEASE
        NOTICE

       

      Pursuant
        to the Escrow Agreement - Investor and Public Relations, dated as of October
        3,
        2007 (the “Escrow
        Agreement”),
        by
        and among Victory Divide Mining Company (the “Company”),
        Vision Opportunity Master Fund, Ltd. (“Vision”)
        and
        Loeb & Loeb LLP (the “Escrow
        Agent”),
        the
        Company hereby instructs the Escrow Agent to release Escrow Funds in accordance
        with the following instructions:

       

      
        	
                Recipient
                  of 

                Escrow
                  Funds

              	
                Amount
                  of Escrow Funds to be Disbursed

              	
                Date
                  of Disbursement

              	
                Transfer
                  Instructions

              
	 	 	 	 


      

       

      Capitalized
        terms used herein and not defined shall have the meanings ascribed to such
        terms
        in the Escrow Agreement.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:                    

      Name:

      Title:

       

      VISION
        OPPORTUNITY MASTER FUND, LTD.

       

      By:                    

      Name:

      Title:

       

      Date:                    

       


      
        
          
          

        

        
          271

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        F-3 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT FOR

      _______________________________________

       

      SECURITIES
        ESCROW AGREEMENT

       

      THIS
        SECURITIES ESCROW AGREEMENT (the “Agreement”),
        dated
        as of October 3, 2007, is entered into by and among Victory Divide Mining
        Company., a Nevada corporation (the “Company”),
        Vision Opportunity Master Fund, Ltd., a Cayman Islands company, as
        representative of the Purchasers (the “Purchaser
        Representative”),
        Winner State International Limited, a British Virgin Islands company (the
        “Principal
        Stockholder”),
        and
        Loeb & Loeb LLP, with an address at 345 Park Avenue New York, NY 10154 (the
“Escrow
        Agent”).
        Capitalized terms used but not defined herein shall have the meanings set
        forth
        in the Purchase Agreement (as defined below).

       

      WITNESSETH:

       

      WHEREAS,
        the Purchasers will be purchasing from the Company shares of the Company’s
        Series A Convertible Preferred Stock, par value $0.001 per share (the
“Series
        A Preferred”),
        convertible into shares of the Company’s common stock, par value $0.001 per
        share (the “Common
        Stock”),
        and
        certain common stock purchase warrants (the “Warrants”)
        pursuant to a Series A Convertible Preferred Stock Purchase Agreement dated
        as
        of the date hereof (the “Closing
        Date”)
        by and
        among the Company and the Purchasers (the “Purchase
        Agreement”);
        and

       

      WHEREAS,
        the Company and the Purchasers agree that the capitalization table upon which
        the transactions contemplated by this Agreement and the Purchase Agreement
        are
        based is set forth as Schedule
        A
        hereto;
        and

       

      WHEREAS,
        as an inducement to the Purchasers to enter into the Purchase Agreement,
        the
        Principal Stockholder has agreed to place the Escrow Shares (as hereinafter
        defined) into escrow for the benefit of the Purchasers in the event the Company
        fails to achieve the following financial performance thresholds for the 12-month
        periods ending December 31, 2007 (“2007”)
        and
        December 31, 2008 (“2008”):

       

      (a) In
        2007,
        (i) Earnings Per Share of $0.34, such “Earnings Per Share” to be calculated by
        dividing (A) Net Income, as defined in accordance with US GAAP and reported
        by
        the Company in its audited financial statements for 2007 (the “2007
        financial statements”)
        plus
        any
        amounts that may have been recorded as charges or liabilities on the 2007
        financial statements due to the application of EITF No. 00-19 that are
        associated with (1) any outstanding Warrants of the Company, (2) any issuance
        under a performance based stock incentive plan that was in existence on the
        Closing Date or (3) the transactions contemplated by this Agreement and Section
        7.1 of the Share Exchange Agreement dated as of the date hereof by and between
        the Company and Winner State (the “Share
        Exchange Agreement”)
        (“2007
        Net Income”)
        by the
        Outstanding Shares (as hereinafter defined) and (ii) Cash Earnings Per Share
        of
        $0.27, such “Cash Earnings Per Share” to be calculated by dividing cash from
        operations reported by the Company on the 2007 financial statements, by the
        aggregate number of shares of then outstanding Common Stock on a fully-diluted
        basis, which number shall include, without limitation, the number of shares
        of
        Common Stock issuable upon conversion of the Company’s then outstanding shares
        of Preferred Stock, par value $0.001 per share and the number of shares of
        Common Stock issuable upon the exercise of any then outstanding warrants
        or
        options of the Company, provided,
        however,
        that
        such number shall not include (X) shares of the Company’s Series A Convertible
        Preferred Stock, par value $0.001 per share (“Series
        A Preferred”)
        or
        Common Stock issued to the Principal Stockholder pursuant to Section 7.1
        of the
        Share Exchange Agreement and (Y) shares of Common Stock issuable upon exercise
        of the Company’s Series A Warrants, Series B Warrants, Series C Warrants and
        Series D Warrants and issuable upon conversion of the Series B Convertible
        Preferred Stock, par value $0.001 that is issuable upon exercise of the
        Company’s Series J Warrants, and warrants issued to the Company’s placement
        agent in connection with the transactions contemplated by the Purchase
        Agreement, dated the date hereof (such number shall be referred to herein
        as the
“Outstanding
        Shares”)
        (the
        performance thresholds set forth in (i) and (ii) above shall be collectively
        referred to herein as the “2007
        Performance Threshold”);


      
        
          
          

        

        
          272

          
            

          

        

        
          
          

        

      


       

      (b) In
        2008,
        (i) Earnings Per Share of $0.43, such “Earnings Per Share” to be calculated by
        dividing (A) Net Income, as defined in accordance with US GAAP and reported
        by
        the Company in its audited financial statements for 2008 (the “2008
        financial statements”)
        plus
        any
        amounts that may have been recorded as charges or liabilities on the 2008
        financial statements due to the application of EITF No. 00-19 that are
        associated with (1) any outstanding Warrants of the Company, (2) any issuance
        under a performance based stock incentive plan that was in existence on the
        Closing Date or (3) the transactions contemplated by this Agreement and Section
        7.1 of the Share Exchange Agreement (“2008
        Net Income”)
        by the
        Outstanding Shares and (ii) Cash Earnings Per Share of $0.37, such “Cash
        Earnings Per Share to be calculated by dividing cash from operations reported
        by
        the Company on the 2008 financial statements by the Outstanding Shares (the
        performance thresholds set forth in (i) and (ii) above shall be collectively
        referred to herein as the “2008
        Performance Threshold”);
        and

       

      WHEREAS,
        the Company, the Purchaser Representative and the Purchasers have requested
        that
        the Escrow Agent hold the Escrow Shares on the terms and conditions set forth
        in
        this Agreement and the Escrow Agent has agreed to act as escrow agent pursuant
        to the terms and conditions of this Agreement.

       

      NOW,
        THEREFORE, in consideration of the covenants and mutual promises contained
        herein and other good and valuable consideration, the receipt and legal
        sufficiency of which are hereby acknowledged and intending to be legally
        bound
        hereby, the parties agree as follows:

       

      ARTICLE
        I

       

      TERMS
        OF THE ESCROW

       

      Section
        1.1 The
        parties hereby agree to establish an escrow account with the Escrow Agent
        whereby the Escrow Agent shall hold the Escrow Shares as contemplated by
        this
        Agreement.


      
        
          
          

        

        
          273

          
            

          

        

        
          
          

        

      


       

      Section
        1.2 Upon
        the
        execution of this Agreement, the Principal Stockholder shall deliver to the
        Escrow Agent stock certificates evidencing one hundred percent (100%) of
        the
        shares of Common Stock underlying the Preferred Shares issuable under the
        Purchase Agreement (such shares of Common Stock plus such additional number
        of
        shares of Common Stock as may be required to be deposited hereunder pursuant
        to
        Section 1.3(i) or 1.3(ii) hereof shall be collectively referred to in this
        Agreement as the “Escrow
        Shares”),
        along
        with updated stock powers executed in blank with signature medallion
        guaranteed.

       

      Section
        1.3 The
        parties hereby agree that the 2007 Escrow Shares (as hereinafter defined)
        shall
        be delivered based on the achievement of the 2007 Performance Threshold as
        set
        forth below:

       

      (i) If
        the
        Company’s Earnings Per Share and Cash Earnings Per Share for 2007 is less than
        50% of the 2007 Performance Threshold, then all of the Escrow Shares (the
        “2007
        Escrow Shares”)
        shall
        be distributed on a pro rata basis to the Purchasers based on the number
        of
        shares of Series A Preferred owned by such Purchasers as of the date thereof.
        Within five (5) business days of the Purchaser Representative’s receipt of the
        2007 financial statements, the Company and the Purchaser Representative shall
        provide written instruction to the Escrow Agent instructing the Escrow Agent
        to
        issue and deliver the 2007 Escrow Shares to the Purchasers on a pro rata
        basis
        to the Purchasers based on the number of shares of Series A Preferred owned
        by
        such Purchasers as of the date thereof. Within five (5) business days after
        the
        release of the 2007 Escrow Shares to the Purchasers, the Principal Stockholder
        shall deposit into the escrow account maintained by the Escrow Agent, stock
        certificates evidencing one hundred percent (100%) of the shares of Common
        Stock
        underlying the Preferred Shares issuable under the Purchase Agreement.


       

      (ii) If
        the
        Company’s Earnings Per Share for 2007 is greater than or equal to 50% but less
        than 95% of the 2007 Performance Threshold, the Escrow Agent shall deliver
        to
        the Purchasers, on a pro rata basis based on the number of shares of Series
        A
        Preferred owned by such Purchasers as of the date thereof, the number of
        2007
        Escrow Shares multiplied by the percentage by which the 2007 Performance
        Threshold was not achieved and multiplied by 200%. By way of example, if
        the
        Company’s Earnings Per Share for 2007 is an amount equal to 60% of the 2007
        Performance Threshold, the Purchasers shall receive 200% of the product of
        40%
        of the 2007 Escrow Shares (100% -60%) and, the remaining Escrow Shares shall
        continue to be held in escrow hereunder. Within five (5) business days of
        the
        Purchaser Representative’s receipt of the 2007 financial statements, the Company
        and the Purchaser Representative shall provide written instructions to the
        Escrow Agent instructing the Escrow Agent to deliver the applicable number
        of
        2007 Escrow Shares to the Purchasers and to hold the remaining Escrow Shares
        in
        escrow. Within five (5) business days after the release of the 2007 Escrow
        Shares to the Purchasers, the Principal Stockholder shall deposit into the
        escrow account maintained by the Escrow Agent, stock certificates evidencing
        such number of shares of Common Stock so that the number of Escrow Shares
        shall
        equal the number of shares of Common Stock initially deposited pursuant to
        Section 1.2.

       

      (iii) If
        the
        Company’s Earnings Per Share for 2007 equals or exceeds 95% of the 2007
        Performance Threshold, then the Escrow Shares shall continue to be held in
        escrow hereunder. 


      
        
          
          

        

        
          274

          
            

          

        

        
          
          

        

      


       

      Notwithstanding
        anything to the contrary set forth herein, only those Purchasers who own
        shares
        of Series A Preferred acquired under the Purchase Agreement and remain
        shareholders of the Company at the time that any 2007 Escrow Shares become
        deliverable hereunder shall be entitled to their pro rata portion of such
        2007
        Escrow Shares calculated based on their ownership interest at the time when
        the
        2007 Escrow Shares become deliverable hereunder. Any 2007 Escrow Shares not
        delivered to Purchasers because the Purchasers no longer hold shares of Series
        A
        Preferred acquired under the Purchase Agreement shall remain in escrow with
        the
        Escrow Agent.

       

      Section
        1.4 The
        parties hereby agree that the 2008 Escrow Shares (as hereinafter defined)
        shall
        be delivered based on achievement of the 2008 Performance Threshold as set
        forth
        below:

       

      (i) If
        the
        Company’s Earnings Per Share for 2008 is less than 50% of the 2008 Performance
        Threshold, then all of the Escrow Shares (the “2008
        Escrow Shares”),
        shall
        be distributed on a pro rata basis to the Purchasers based on the number
        of
        shares of Series A Preferred owned by such Purchasers as of the date thereof.
        Within five (5) business days of the Purchaser Representative’s receipt of the
        2008 financial statements, the Company and the Purchaser Representative shall
        provide written instruction to the Escrow Agent instructing the Escrow Agent
        to
        issue and deliver the 2008 Escrow Shares to the Purchasers on a pro rata
        basis
        based on the number of shares of Series A Preferred owned by such Purchasers
        as
        of the date thereof.

       

      (ii) If
        the
        Company’s Earnings Per Share for 2008 is greater than or equal to 50% but less
        than 95% of the 2008 Performance Threshold, (a) the Escrow Agent shall deliver
        to the Purchasers, on a pro rata basis based on the number of shares of Series
        A
        Preferred owned by such Purchasers as of the date thereof, the number of
        2008
        Escrow Shares equal to the number of 2008 Escrow Shares multiplied by the
        percentage by which the 2008 Performance Threshold was not achieved and
        multiplied by 200% and (b) the remaining 2008 Escrow Shares shall be returned
        to
        the Principal Stockholder. By way of example, if the Company’s Earnings Per
        Share for 2008 is an amount equal to 60% of the 2008 Performance Threshold,
        the
        Purchasers shall receive 200% of 40% of the 2008 Escrow Shares (100% - 60%)
        and
        the remaining 2008 Escrow Shares shall be returned to the Principal Stockholder.
        Within five (5) business days of the Purchaser Representative’s receipt of the
        2008 financial statements, the Company and the Purchaser Representative shall
        provide written instructions to the Escrow Agent instructing the Escrow Agent
        to
        deliver the applicable number of 2008 Escrow Shares to the Purchasers and
        to the
        Principal Stockholder.

       

      (iii) In
        the
        event the Company equals or exceeds 95% of the 2008 Performance Threshold,
        all
        of the 2008 Escrow Shares shall be returned to the Principal Stockholder-
        at the
        address set forth in Section 5.3 hereof.

       

      Notwithstanding
        anything to the contrary set forth herein, only those Purchasers who own
        shares
        of Series A Preferred acquired under the Purchase Agreement and remain
        shareholders of the Company at the time that the 2008 Escrow Shares become
        deliverable hereunder shall be entitled to their pro rata portion of such
        2008
        Escrow Shares calculated based on their ownership interest at the time when
        such
        2008 Escrow Shares become deliverable hereunder. Any 2008 Escrow Shares not
        delivered to Purchasers because the Purchasers no longer hold shares of Series
        A
        Preferred acquired under the Purchase Agreement will be delivered to the
        Company.


      
        
          
          

        

        
          275

          
            

          

        

        
          
          

        

      


       

      Section
        1.5 If
        the
        Company fails to timely comply with its obligations set forth in Section
        3.25 of
        the Purchase Agreement (the “Listing
        Obligation”),
        then
        1,000,000 shares of Common Stock owned by the Principal Stockholder (the
        “Penalty
        Shares”)
        shall
        be distributed to the Purchasers on a pro rata basis as set forth in Section
        3.25 of the Purchase Agreement.

       

      Section
        1.6 If
        the
        Company does not achieve the 2007 Performance Threshold for 2007 or the 2008
        Performance Threshold and/or if the Company does not comply with the Listing
        Obligation, the Company shall use best efforts to promptly cause the 2007
        Escrow
        Shares, the 2008 Escrow Shares or the Penalty Shares, as applicable, to be
        delivered to the Purchasers, including causing its transfer agent promptly
        to
        issue the certificates in the names of the Purchasers and causing its securities
        counsel to provide any written instruction required by the Escrow Agent in
        a
        timely manner so that the issuances and delivery contemplated above can be
        achieved within five business days following delivery of the 2007 financial
        statements or 2008 financial statements in the case of the 2007 Escrow Shares
        or
        the 2008 Escrow Shares, as applicable, to the Purchaser Representative, or,
        within five business days of December 31, 2008, in the case of the Penalty
        Shares.

       

      Section
        1.7 The
        Company will provide the Purchaser Representative with (i) the Company’s audited
        financial statements for 2007, prepared in accordance with US GAAP, on or
        before
        March 31, 2008 and (ii) the Company’s audited financial statements for 2008,
        prepared in accordance with US GAAP, on or before March 31, 2009, so as to
        allow
        the Purchaser Representative the opportunity to evaluate whether the 2007
        Performance Threshold and the 2008 Performance Threshold were
        attained.

       

      Section
        1.8 Upon
        the
        written request of the Company and Purchaser Representative, the Escrow Agent
        shall deliver the 2007 Escrow Shares and the 2008 Escrow Shares, as applicable,
        to each Purchaser and/or the Principal Stockholder pursuant to the written
        instructions of the Company and Purchaser Representative.

       

      ARTICLE
        II

      REPRESENTATIONS
        OF THE PRINCIPAL STOCKHOLDER

       

      Section
        2.1 The
        Principal Stockholder hereby represents and warrants to the Purchasers and
        the
        Purchaser Representative as follows:

       

      (i) The
        Escrow Shares placed into escrow hereunder by the Principal Stockholder are
        validly issued, fully paid and nonassessable shares of the Company. The
        Principal Stockholder is the record and beneficial owner of the Escrow Shares
        placed into escrow pursuant to this Agreement by the Principal Stockholder
        and
        has good title to such Escrow Shares, free and clear of all pledges, liens,
        claims and encumbrances, except encumbrances created by this Agreement. There
        are no restrictions on the ability of the Principal Stockholder to transfer
        the
        Escrow Shares placed into escrow pursuant to this Agreement by the Principal
        Stockholder or to enter into this Agreement other than transfer restrictions
        under applicable federal and state securities laws. Upon any delivery of
        Escrow
        Shares placed into escrow pursuant to this Agreement by the Principal
        Stockholder to the Purchasers hereunder, the Purchasers will acquire good
        and
        valid title to such Escrow Shares, free and clear of any pledges, liens,
        claims
        and encumbrances.


      
        
          
          

        

        
          276

          
            

          

        

        
          
          

        

      


       

      (ii) The
        performance of this Agreement and compliance with the provisions hereof will
        not
        violate any provision of any law applicable to the Principal Stockholder
        and
        will not conflict with or result in any breach of any of the terms, conditions
        or provisions of, or constitute a default under, or result in the creation
        or
        imposition of any lien, charge or encumbrance upon, any of the properties
        or
        assets of the Principal Stockholder pursuant to the terms of the certificate
        of
        incorporation or by-laws of the Company or any indenture, mortgage, deed
        of
        trust or other agreement or instrument binding upon the Principal Stockholder
        or
        affecting the Escrow Shares. No notice to, filing with, or authorization,
        registration, consent or approval of any governmental authority or other
        person
        is necessary for the execution, delivery or performance of this Agreement
        or the
        consummation of the transactions contemplated hereby by the Principal
        Stockholder.

       

      ARTICLE
        III

      COVENANTS

       

      Section
        3.1 [Intentionally
        Omitted.]

       

      Section
        3.2 [Intentionally
        Omitted.]

       

      ARTICLE
        IV

      MISCELLANEOUS

       

      Section
        4.1 The
        Company will pay Escrow Agent a total of $1,000 for all services rendered
        by
        Escrow Agent hereunder.

       

      Section
        4.2 No
        waiver
        or any breach of any covenant or provision herein contained shall be deemed
        a
        waiver of any preceding or succeeding breach thereof, or of any other covenant
        or provision herein contained. No extension of time for performance of any
        obligation or act shall be deemed an extension of the time for performance
        of
        any other obligation or act.

       

      All
        notices, demands, consents, requests, instructions and other communications
        to
        be given or delivered or permitted under or by reason of the provisions of
        this
        Agreement or in connection with the transactions contemplated hereby shall
        be in
        writing and shall be deemed to be delivered and received by the intended
        recipient as follows: (i) if personally delivered, on the business day of
        such
        delivery (as evidenced by the receipt of the personal delivery service),
        (ii) if
        mailed certified or registered mail return receipt requested, two (2) business
        days after being mailed, (iii) if delivered by overnight courier (with all
        charges having been prepaid), on the business day of such delivery (as evidenced
        by the receipt of the overnight courier service of recognized standing),
        or (iv)
        if delivered by facsimile transmission, on the business day of such delivery
        if
        sent by 6:00 p.m. in the time zone of the recipient, or if sent after that
        time,
        on the next succeeding business day (as evidenced by the printed confirmation
        of
        delivery generated by the sending party’s telecopier machine). If any notice,
        demand, consent, request, instruction or other communication cannot be delivered
        because of a changed address of which no notice was given (in accordance
        with
        this Section 4), or the refusal to accept same, the notice, demand, consent,
        request, instruction or other communication shall be deemed received on the
        second business day the notice is sent (as evidenced by a sworn affidavit
        of the
        sender). All such notices, demands, consents, requests, instructions and
        other
        communications will be sent to the following addresses or facsimile numbers
        as
        applicable.


      
        
          
          

        

        
          277

          
            

          

        

        
          
          

        

      


       

      If
        to
        Escrow Agent: Loeb & Loeb LLP

       

      345
        Park
        Avenue

      New
        York,
        New York 10154

      Attention:
        Mitchell Nussbaum, Esq

      Tel
        No.:212-407-4000

      Fax
        No.:
        212-407-4990

       

      If
        to the
        Company or the Principal Stockholder:

       

      Victory
        Divide Mining Company.

      c/o
        Winner State International Limited

      Attention:
        Shulin Liu

      Tel:
        86-469-467-8077

      Fax:
        86-469-469-3000

       

      With
        a
        copy to:

      Guzov
        Ofsink, LLC

      600
        Madison Avenue, 14th Floor

      New
        York,
        New York 10022

      Attention:
        Darren Ofsink

      Tel.
        No.:
        (212) 371-8008, ext. 127

      Fax
        No.:
        (212) 688-7273

       

      If
        to the
        Purchaser              
Vision
        Opportunity Master Fund, Ltd.

      Representative:                   
        20
        W.
        55th Street, 5th Floor

      New
        York,
        New York 10019

      Attention:
        Yiting Liu

      Tel.
        No.:
        (212) 849-8238

      Fax
        No.:
        (212) 867-1416

       

      or
        to
        such other address and to the attention of such other person as any of the
        above
        may have furnished to the other parties in writing and delivered in accordance
        with the provisions set forth above.

       

      Section
        4.3 This
        Escrow Agreement shall be binding upon and shall inure to the benefit of
        the
        permitted successors and permitted assigns of the parties hereto.

       

      Section
        4.4 This
        Escrow Agreement is the final expression of, and contains the entire agreement
        between, the parties with respect to the subject matter hereof and supersedes
        all prior understandings with respect thereto. This Escrow Agreement may
        not be
        modified, changed, supplemented or terminated, nor may any obligations hereunder
        be waived, except by written instrument signed by the parties to be charged
        or
        by its agent duly authorized in writing or as otherwise expressly permitted
        herein.


      
        
          
          

        

        
          278

          
            

          

        

        
          
          

        

      


       

      Section
        4.5 Whenever
        required by the context of this Escrow Agreement, the singular shall include
        the
        plural and masculine shall include the feminine. This Escrow Agreement shall
        not
        be construed as if it had been prepared by one of the parties, but rather
        as if
        both parties had prepared the same. Unless otherwise indicated, all references
        to Articles are to this Escrow Agreement.

       

      Section
        4.6 The
        parties hereto expressly agree that this Escrow Agreement shall be governed
        by,
        interpreted under and construed and enforced in accordance with the laws
        of the
        State of New York, without regard to conflicts of law principles that would
        result in the application of the substantive laws of another jurisdiction.
        Any
        action to enforce, arising out of, or relating in any way to, any provisions
        of
        this Escrow Agreement shall only be brought in a state or Federal court sitting
        in New York City, Borough of Manhattan.

       

      Section
        4.7 The
        Escrow Agent’s duties hereunder may be altered, amended, modified or revoked
        only by a writing signed by the Company, the Principal Stockholder, the
        Purchaser Representative and the Escrow Agent.

       

      Section
        4.8 The
        Escrow Agent shall be obligated only for the performance of such duties as
        are
        specifically set forth herein and may rely and shall be protected in relying
        or
        refraining from acting on any instrument reasonably believed by the Escrow
        Agent
        to be genuine and to have been signed or presented by the proper party or
        parties. The Escrow Agent shall not be personally liable for any act the
        Escrow
        Agent may do or omit to do hereunder as the Escrow Agent while acting in
        good
        faith and in the absence of gross negligence, fraud and willful misconduct,
        and
        any act done or omitted by the Escrow Agent pursuant to the advice of the
        Escrow
        Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the
        absence of gross negligence, fraud and willful misconduct.

       

      Section
        4.9 The
        Escrow Agent is hereby expressly authorized to disregard any and all warnings
        given by any of the parties hereto or by any other person or corporation,
        excepting only orders or process of courts of law and is hereby expressly
        authorized to comply with and obey orders, judgments or decrees of any court.
        In
        case the Escrow Agent obeys or complies with any such order, judgment or
        decree,
        the Escrow Agent shall not be liable to any of the parties hereto or to any
        other person, firm or corporation by reason of such decree being subsequently
        reversed, modified, annulled, set aside, vacated or found to have been entered
        without jurisdiction.

       

      Section
        4.10 The
        Escrow Agent shall not be liable in any respect on account of the identity,
        authorization or rights of the parties executing or delivering or purporting
        to
        execute or deliver any documents or papers deposited or called for thereunder
        in
        the absence of gross negligence, fraud and willful misconduct.


      
        
          
          

        

        
          279

          
            

          

        

        
          
          

        

      


       

      Section
        4.11 The
        Escrow Agent shall be entitled to employ such legal counsel and other experts
        as
        the Escrow Agent may deem necessary properly to advise the Escrow Agent in
        connection with the Escrow Agent’s duties hereunder, may rely upon the advice of
        such counsel, and may pay such counsel reasonable compensation therefor which
        shall be paid by the Escrow Agent. The
        Escrow Agent has acted as legal counsel for one of the Purchasers and may
        continue to act as legal counsel for such Purchaser from time to time,
        notwithstanding its duties as the Escrow Agent hereunder. The Company and
        the
        Purchasers consent to the Escrow Agent in such capacity as legal counsel
        for one
        of the Purchasers and waive any claim that such representation represents
        a
        conflict of interest on the part of the Escrow Agent. The Company and the
        Purchasers understand that the Escrow Agent is relying explicitly on the
        foregoing provision in entering into this Escrow
        Agreement.

       

      Section
        4.12 The
        Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the
        Escrow Agent shall resign by giving written notice to the Company and the
        Purchasers. In the event of any such resignation, the Purchasers and the
        Company
        shall appoint a successor Escrow Agent and the Escrow Agent shall deliver
        to
        such successor Escrow Agent any escrow funds and other documents held by
        the
        Escrow Agent.

       

      Section
        4.13 If
        the
        Escrow Agent reasonably requires other or further instruments in connection
        with
        this Escrow Agreement or obligations in respect hereto, the necessary parties
        hereto shall join in furnishing such instruments.

       

      Section
        4.14 It
        is
        understood and agreed that should any dispute arise with respect to the delivery
        and/or ownership or right of possession of the documents or the Escrow Shares
        held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed
        in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s
        possession without liability to anyone all or any part of said documents
        or the
        Escrow Shares until such disputes shall have been settled either by mutual
        written agreement of the parties concerned by a final order, decree or judgment
        or a court of competent jurisdiction after the time for appeal has expired
        and
        no appeal has been perfected, but the Escrow Agent shall be under no duty
        whatsoever to institute or defend any such proceedings or (2) to deliver
        the
        Escrow Shares and any other property and documents held by the Escrow Agent
        hereunder to a state or Federal court having competent subject matter
        jurisdiction and located in the City of New York, Borough of Manhattan, in
        accordance with the applicable procedure therefor.

       

      Section
        4.15 The
        Company agrees to indemnify and hold harmless the Escrow Agent and its partners,
        employees, agents and representatives from any and all claims, liabilities,
        costs or expenses in any way arising from or relating to the duties or
        performance of the Escrow Agent hereunder or the transactions contemplated
        hereby or by the Purchase Agreement other than any such claim, liability,
        cost
        or expense to the extent the same shall have been determined by final,
        unappealable judgment of a court of competent jurisdiction to have resulted
        from
        the gross negligence, fraud or willful misconduct of the Escrow
        Agent.

       

      [Signature
        Page Follows]


      
        
          
          

        

        
          280

          
            

          

        

        
          
          

        

      


       

      [SIGNATURE
        PAGE TO SECURITIES ESCROW AGREEMENT]

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
        3rd
        day of October, 2007.

       

      VICTORY
        DIVIDE MINING COMPANY

       

      By:
         /s/
        Shulin Liu 

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

       

      PURCHASER
        REPRESENTATIVE:

       

      VISION
        OPPORTUNITY MASTER FUND, LTD.

       

      By:
         /s/
        Adam Benowitz 

      Name:
        Adam Benowitz

      Title:
        Director

       

      ESCROW
        AGENT:

       

      Loeb
        & Loeb LLP

       

      By:
         /s/
        Mitchell S. Nussbaum 

      Name:
        Mitchell S. Nussbaum

      Title:
        Partner


      


      PRINCIPAL
        STOCKHOLDER:

      


      WINNER
        STATE INTERNATIONAL LIMITED

       

      By:
         /s/
        Shulin Liu  

      Name:
        Shulin Liu

      Title:
        Chief Executive Officer

      




      
        
          
          

        

        
          281

          
            

          

        

        
          
          

        

      


       

      Schedule
        A

       

      Capitalization
        Table

       

      
        

          
            	
                    Yanglin
                      Capitalization Table

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Post
                      Deal Shares in Victory Divide Mining Company

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


          

           

          
            	 	 	
                    Amount
                      Invested

                  	
                     

                  	
                    Common
                      Stock

                  	
                     

                  	
                    Series
                      A Preferred

                  	 	
                    Series
                      B Preferred potentially issuable if Series J Exercised

                  	
                     

                  	
                    Series
                      A Warrants

                  	
                     

                  	
                    Series
                      B Warrants

                  	
                     

                  	
                    Setries
                      J Warrants

                  	
                     

                  	
                    Series
                      C Warrants

                  	
                     

                  	
                    Series
                      D Warrants

                  	
                     

                  	
                    Series
                      E Warrants

                  	
                     

                  	
                    Series
                      F Warrants

                  	
                     

                  	
                    %
                      of Outstanding Common

                  	
                     

                  	
                    %
                      of Outstanding Assuming Preferred is Converted

                  	
                     

                  	
                    %
                      Fully Diluted

                  	 
	
                    Winner
                      State International Limited 

                  	 	 	 	 	 	
                    18,200,000

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    91.00

                  	
                    %

                  	 	
                    60.67

                  	
                    %

                  	 	
                    24.66

                  	
                    %

                  
	
                     Beneficial
                      Ownership

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Shulin
                      Liu

                  	 	 	 	 	 	
                    9,100,000

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Huanqin
                      Ding

                  	 	 	 	 	 	
                    9,100,000

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Investors

                  	 	
                    $

                  	
                    21,500,000.00

                  	 	 	
                    525,000

                  	 	 	
                    10,000,000

                  	 	 	
                    7,801,268

                  	 	 	
                    10,000,000

                  	 	 	
                    5,000,000

                  	 	 	
                    7,801,268

                  	 	 	
                    7,801,268

                  	 	 	
                    3,900,634

                  	 	 	
                    0

                  	 	 	
                    0

                  	 	 	
                    2.63

                  	
                    %

                  	 	
                    35.08

                  	
                    %

                  	 	
                    71.58

                  	
                    %

                  
	
                    Vision
                      Opportunity Master Fund, Ltd.

                  	 	
                    $

                  	
                    8,000,000.00

                  	 	 	
                    525,000

                  	 	 	
                    3,720,930

                  	 	 	
                    3,382,664

                  	 	 	
                    3,720,930

                  	 	 	
                    1,860,465

                  	 	 	
                    3,382,664

                  	 	 	
                    3,382,664

                  	 	 	
                    1,691,332

                  	 	 	 	 	 	 	 	 	
                    2.63

                  	
                    %

                  	 	
                    14.15

                  	
                    %

                  	 	
                    29.36

                  	
                    %

                  
	
                    Sansar
                      Capital Special Opportunity Master Fund, LP (Cayman
                      Master)

                  	 	
                    $

                  	
                    5,950,000.00

                  	 	 	 	 	 	
                    2,767,442

                  	 	 	
                    2,515,856

                  	 	 	
                    2,767,442

                  	 	 	
                    1,383,721

                  	 	 	
                    2,515,856

                  	 	 	
                    2,515,856

                  	 	 	
                    1,257,928

                  	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    9.22

                  	
                    %

                  	 	
                    21.31

                  	
                    %

                  
	
                    Vicis
                      Capital Master Fund

                  	 	
                    $

                  	
                    4,500,000.00

                  	 	 	 	 	 	
                    2,093,023

                  	 	 	
                    1,902,748

                  	 	 	
                    2,093,023

                  	 	 	
                    1,046,512

                  	 	 	
                    1,902,748

                  	 	 	
                    1,902,748

                  	 	 	
                    951,374

                  	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    6.98

                  	
                    %

                  	 	
                    16.11

                  	
                    %

                  
	
                    Precept
                      Capital Master Fund, GP

                  	 	
                    $

                  	
                    500,000.00

                  	 	 	 	 	 	
                    232,558

                  	 	 	 	 	 	
                    232,558

                  	 	 	
                    116,279

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    0.78

                  	
                    %

                  	 	
                    0.79

                  	
                    %

                  
	
                    Penn
                      Footwear

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	 	 	 	
                    116,279

                  	 	 	 	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    0.39

                  	
                    %

                  	 	
                    0.39

                  	
                    %

                  
	
                    Crescent
                      International Ltd.

                  	 	
                    $

                  	
                    300,000.00

                  	 	 	 	 	 	
                    139,535

                  	 	 	 	 	 	
                    139,535

                  	 	 	
                    69,767

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    0.47

                  	
                    %

                  	 	
                    0.47

                  	
                    %

                  
	
                    Benefit
                      Grand Investments Limited

                  	 	
                    $

                  	
                    500,000.00

                  	 	 	 	 	 	
                    232,558

                  	 	 	 	 	 	
                    232,558

                  	 	 	
                    116,279

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    0.78

                  	
                    %

                  	 	
                    0.79

                  	
                    %

                  
	
                    Golden
                      Bridge Asset Management

                  	 	
                    $

                  	
                    1,000,000.00

                  	 	 	 	 	 	
                    465,116

                  	 	 	 	 	 	
                    465,116

                  	 	 	
                    232,558

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    1.55

                  	
                    %

                  	 	
                    1.58

                  	
                    %

                  
	
                    Leland
                      C Ackerley

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	 	 	 	
                    116,279

                  	 	 	 	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    0.39

                  	
                    %

                  	 	
                    0.39

                  	
                    %

                  
	
                    Newberg
                      Road Partners, LP

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	 	 	 	
                    116,279

                  	 	 	 	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    0.00

                  	
                    %

                  	 	
                    0.39

                  	
                    %

                  	 	
                    0.39

                  	
                    %

                  
	
                    Kuhns
                      Brothers Securities, Inc.

                  	 	 	 	 	 	
                    487,500

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    1,000,000

                  	 	 	 	 	 	
                    2.44

                  	
                    %

                  	 	
                    1.63

                  	
                    %

                  	 	
                    2.02

                  	
                    %

                  
	
                    Public
                      Shareholders//Glenn Little

                  	 	 	 	 	 	
                    487,500

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    2.44

                  	
                    %

                  	 	
                    1.63

                  	
                    %

                  	 	
                    0.66

                  	
                    %

                  
	
                    Mass
                      Harmony Assets

                  	 	 	 	 	 	
                    300,000

                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                    500,000

                  	 	 	
                    1.50

                  	
                    %

                  	 	
                    1.00

                  	
                    %

                  	 	
                    1.08

                  	
                    %

                  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Totals

                  	 	
                    $

                  	
                    21,500,000

                  	 	 	
                    20,000,000

                  	 	 	
                    10,000,000

                  	 	 	
                    7,801,268

                  	 	 	
                    10,000,000

                  	 	 	
                    5,000,000

                  	 	 	
                    7,801,268

                  	 	 	
                    7,801,268

                  	 	 	
                    3,900,634

                  	 	 	
                    1,000,000

                  	 	 	
                    500,000

                  	 	 	
                    100.00

                  	
                    %

                  	 	
                    100.00

                  	
                    %

                  	 	
                    100.00

                  	
                    %

                  


          

           

          
            	
                    Legend

                  	 	  	 
	
                    Series
                      A Convertible Preferred Stock - Convertible into common at
                      the option of
                      the holder 1:1. Price per share

                  	 	
                    $

                  	
                    2.15

                  	 
	
                    Series
                      A Warrants - five year term with an exercise price of 

                  	 	
                    $

                  	
                    2.75

                  	 
	
                    Series
                      B Warrants - five year term with an exercise price of 

                  	 	
                    $

                  	
                    3.50

                  	 
	
                    Series
                      J Warrants - 18 month term with an exercise price of 

                  	 	
                    $

                  	
                    2.37

                  	 
	
                    Series
                      C Warrants - five year term with an exercise price of 

                  	 	
                    $

                  	
                    3.03

                  	 
	
                    Series
                      D Warrants - five year term with an exercise price of 

                  	 	
                    $

                  	
                    3.85

                  	 
	
                    Series
                      E Warrants - only for the placement agent - five year term
                      with an
                      exercise price of

                  	 	
                    $

                  	
                    2.58

                  	 
	
                    Series
                      F Warrants - only for Mass Harmony Assets, the financial cousulting
                      firm -
                      five year term with an exercise price of 

                  	 	
                    $

                  	
                    3.01

                  	 
	 	 	 	 	 
	
                    Total
                      Common Outstanding Post-Reverse and Post-Finacing

                  	 	 	
                    20,000,000

                  	 
	
                    Total
                      Series A Preferred Stock to be sold

                  	 	 	
                    10,000,000

                  	 
	
                    Fully
                      Diluted Calculation Assumes the Conversion of all preferred
                      and exercise
                      of all warrant for outstanding shares of 

                  	 	 	
                    73,804,440

                  	 


          

 

        
          
            
              
              

            

            
              282

              
                

              

            

            
              
              

            

          

        

        


      

       

      EXHIBIT
        G TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

      ____________________________________________

       

      IRREVOCABLE
        TRANSFER AGENT INSTRUCTIONS

      __________________________________________

       

      as
        of
        October 3, 2007

       

      PacWest
        Transfer LLC

       

      337
        Gay
        Street

       

      Washington,
        VA 22747

       

      Attn:
        Laurel Poffenroth


       

      Ladies
        and Gentlemen:

       

      Reference
        is made to that certain Series A Convertible Preferred Stock Purchase Agreement
        (the “Purchase
        Agreement”),
        dated
        as of October 3, 2007, by and among Victory Divide Mining Company, a Nevada
        corporation (the “Company”),
        and
        the purchasers named therein (collectively, the “Purchasers”)
        pursuant to which the Company is issuing to the Purchasers shares of its
        Series
        A Convertible Preferred Stock, par value $0.001 per share, (the “Preferred
        Shares”)
        and
        warrants (the “Warrants”)
        to
        purchase shares of the Company’s common stock, par value $0.001 per share (the
“Common
        Stock”).
        This
        letter shall serve as our irrevocable authorization and direction to you
        provided that you are the transfer agent of the Company at such time) to
        issue
        shares of Common Stock upon conversion of the Preferred Shares (the
“Conversion
        Shares”)
        and
        exercise of the Warrants (the “Warrant
        Shares”)
        to or
        upon the order of a Purchaser from time to time upon (i) surrender to you
        of a properly completed and duly executed Conversion Notice or Exercise Notice,
        as the case may be, in the form attached hereto as Exhibit I and Exhibit
        II,
        respectively, (ii) in the case of the conversion of Preferred Shares, a
        copy of the certificates (with the original certificates delivered to the
        Company) representing Preferred Shares being converted or, in the case of
        Warrants being exercised, a copy of the Warrants (with the original Warrants
        delivered to the Company) being exercised (or, in each case, an indemnification
        undertaking with respect to such share certificates or the warrants in the
        case
        of their loss, theft or destruction), and (iii) delivery of a treasury
        order or other appropriate order duly executed by a duly authorized officer
        of
        the Company. So long as you have previously received (x) written confirmation
        from counsel to the Company that a registration statement covering resales
        of
        the Conversion Shares or Warrant Shares, as applicable, has been declared
        effective by the Securities and Exchange Commission (the “SEC”)
        under
        the Securities Act of 1933, as amended (the “1933
        Act”),
        and
        no subsequent notice by the Company or its counsel of the suspension or
        termination of its effectiveness and (y) a copy of such registration statement,
        and if the Purchaser represents in writing that the Conversion Shares or
        the
        Warrant Shares, as the case may be, were sold pursuant to the Registration
        Statement, then certificates representing the Conversion Shares and the Warrant
        Shares, as the case may be, shall not bear any legend restricting transfer
        of
        the Conversion Shares and the Warrant Shares, as the case may be, thereby
        and
        should not be subject to any stop-transfer restriction. Provided, however,
        that
        if you have not previously received those items and representations listed
        above, then the certificates for the Conversion Shares and the Warrant Shares
        shall bear the following legend:


      
        
          
          

        

        
          283

          
            

          

        

        
          
          

        

      


       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT”), OR ANY STATE
        SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
        UNLESS
        REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS,
        OR THE
        COMPANY SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF
        SUCH
        SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
        STATE
        SECURITIES LAWS IS NOT REQUIRED.”

       

      and,
        provided, further, that the Company may from time to time notify you to place
        stop-transfer restrictions on the certificates for the Conversion Shares
        and the
        Warrant Shares in the event a registration statement covering the Conversion
        Shares and the Warrant Shares is subject to amendment for events then
        current.

       

      A
        form of
        written confirmation from counsel to the Company that a registration statement
        covering resales of the Conversion Shares and the Warrant Shares has been
        declared effective by the SEC under the 1933 Act is attached hereto as Exhibit
        III.

       

      Please
        be
        advised that the Purchasers are relying upon this letter as an inducement
        to
        enter into the Purchase Agreement and, accordingly, each Purchaser is a third
        party beneficiary to these instructions.

       

      Please
        execute this letter in the space indicated to acknowledge your agreement
        to act
        in accordance with these instructions. Should you have any questions concerning
        this matter, please contact me at +86-13604588888.

       

      Very
        truly yours,

       

      By:
        __/s/
        Shulin Liu________________________

       

      VICTORY
        DIVIDE MINING COMPANY

       

      Name:
        Shulin
        Liu

       

      Title:
        Chief
        Executive Officer


      
        
          
          

        

        
          284

          
            

          

        

        
          
          

        

      


       

      ACKNOWLEDGED
        AND AGREED:

       

      [TRANSFER
        AGENT]

       

      By:
        PacWest
        Transfer, LLC

       

      Name:
        Laurel
        Poffenroth

       

      Title:
        President

       

      Date:
        October 3, 2007

       

      EXHIBIT
        I

       

      _____________________________________________

      CONVERSION
        NOTICE

       

      Reference
        is made to the Series A Certificate of Designation of the Relative Rights
        and
        Preferences of the Series A Preferred Stock of
        ______________________________________ (the “Series A Certificate of
        Designation”). In accordance with and pursuant to the Series A Certificate of
        Designation, the undersigned hereby elects to convert the number of shares
        of
        Series A Preferred Stock, par value $________ per share (the “Preferred
        Shares”), [ ], a ________ corporation (the “Company”), indicated below into
        shares of Common Stock, par value $_________ per share (the “Common Stock”), of
        the Company, by tendering the stock certificate(s) representing the share(s)
        of
        Preferred Shares specified below as of the date specified below.

       

      Date
        of
        Conversion:  ______________________________________

       

      Number
        of
        Preferred Shares to be converted:  _________

       

      Stock
        certificate no(s). of Preferred Shares to be converted:  _______

       

      The
        Common Stock have been sold pursuant to the Registration Statement (as defined
        in the Registration Rights Agreement): YES _______ NO______

       

      Please
        confirm the following information:

       

      Conversion
        Price:  _______________________________________

       

      Number
        of
        shares of Common Stock

      to
        be
        issued:  _______________________________________

       

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the Date of Conversion: _____________________

       

      Please
        issue the Common Stock into which the Preferred Shares are being converted
        and,
        if applicable, any check drawn on an account of the Company in the following
        name and to the following address:

       

       

      
        
          
          

        

        
          285

          
            

          

        

        
          
          

        

      

       

      
        	
                Issue
                  to:                        

              	 
	 	 
	
                Facsimile
                  Number:                        

              	 
	
                Authorization:                        

              	 
	
              	
                By:                         

              
	
              	
                Title:                         

              
	
                Dated:                        

              	 


      

       



      
        
          
          

        

        
          286

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        II

       

      FORM
        OF EXERCISE NOTICE

       

      EXERCISE
        FORM

       

      ____________________________________________

       

      The
        undersigned____________, pursuant to the provisions of the within Warrant,
        hereby elects to purchase ______ shares of Common Stock of
        ______________________________________ covered by the within
        Warrant.

      

        
          	
                  Dated:
                    

                	
                        

                	 	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	
                        

                


        

      

      Number
        of
        shares of Common Stock beneficially owned or deemed beneficially owned by
        the
        Holder on the date of Exercise: _______________________

       

      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, ________________ hereby sells, assigns and transfers unto
        _______________ the within Warrant and all rights evidenced thereby and does
        irrevocably constitute and appoint ______________, attorney, to transfer
        the
        said Warrant on the books of the within named corporation.

      
        

          
            	
                    Dated:
                      

                  	
                          

                  	 	
                    Signature

                  	
                          

                  
	 	 	 	 	 
	 	 	 	
                    Address

                  	
                          

                  
	 	 	 	 	
                          

                  
	 	 	 	 	
                          

                  


          

        
PARTIAL
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, ________________ hereby sells, assigns and transfers unto
        _______________ the right to purchase ___________ shares of Warrant Stock
        evidenced by the within Warrant together with all rights therein, and does
        irrevocably constitute and appoint __________________, attorney, to transfer
        that part of the said Warrant on the books of the within named
        corporation.

      

        
          	
                  Dated:
                    

                	
                        

                	 	
                  Signature

                	
                        

                
	 	 	 	 	 
	 	 	 	
                  Address

                	
                        

                
	 	 	 	 	
                        

                
	 	 	 	 	
                        

                


        

      


      
        
          
          

        

        
          287

          
            

          

        

        
          
          

        

      


       

      FOR
        USE
        BY THE ISSUER ONLY:

       

      This
        Warrant No. W-_________ canceled (or transferred or exchanged) this _______
        day
        of __________, _______, shares of Common Stock issued therefor in the name
        of
        _______________, Warrant No. W-______ issued for _______ shares of Common
        Stock
        in the name of ________________.

       

      



      
        
          
          

        

        
          288

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        III

       

      FORM
        OF NOTICE OF EFFECTIVENESS

      OF
        REGISTRATION STATEMENT

       

      [Name
        and address of Transfer Agent]

      Attn:
        _________

       

      Re:
        [__________________________________]

       

      Ladies
        and Gentlemen:

       

      We
        are
        counsel to ________________________________, a ___________ corporation (the
        “Company”),
        and
        have represented the Company in connection with that certain Series A
        Convertible Preferred Stock Purchase Agreement (the “Purchase
        Agreement”),
        dated
        as of ______________, 2007, by and among the Company and the purchasers named
        therein (collectively, the “Purchasers”)
        pursuant to which the Company issued to the Purchasers shares of its Series
        A
        Convertible Preferred Stock, par value $________ per share, (the “Preferred
        Shares”)
        and
        warrants (the “Warrants”)
        to
        purchase shares of the Company’s common stock, par value $_________ per share
        (the “Common
        Stock”).
        Pursuant to the Purchase Agreement, the Company has also entered into a
        Registration Rights Agreement with the Purchasers (the “Registration
        Rights Agreement”),
        dated
        as of _____________, 2007, pursuant to which the Company agreed, among other
        things, to register the Registrable Securities (as defined in the Registration
        Rights Agreement), including the shares of Common Stock issuable upon conversion
        of the Preferred Shares and exercise of the Warrants, under the Securities
        Act
        of 1933, as amended (the “1933
        Act”).
        In
        connection with the Company’s obligations under the Registration Rights
        Agreement, on ________________, 2007, the Company filed a Registration Statement
        on Form SB-2 (File No. 333-________) (the “Registration
        Statement”)
        with
        the Securities and Exchange Commission (the “SEC”)
        relating to the resale of the Registrable Securities which names each of
        the
        present Purchasers as a selling stockholder thereunder.

       

      In
        connection with the foregoing, we advise you that a member of the SEC’s staff
        has advised us by telephone that the SEC has entered an order declaring the
        Registration Statement effective under the 1933 Act at [ENTER
        TIME OF EFFECTIVENESS]
        on
        [ENTER
        DATE OF EFFECTIVENESS]
        and we
        have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that
        any stop order suspending its effectiveness has been issued or that any
        proceedings for that purpose are pending before, or threatened by, the SEC
        and
        accordingly, the Registrable Securities are available for resale under the
        1933
        Act pursuant to the Registration Statement.

       

      Very
        truly yours,

       

      [COMPANY
        COUNSEL]

       

      By:                        

       

      cc:
        [LIST
        NAMES OF PURCHASERS]

       


      
        
          
          

        

        
          289

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        H-1 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT FOR

      ____________________________________________

       

      FORM
        OF OPINION OF COUNSEL

       

      1. The
        Company is a corporation duly incorporated, validly existing and in good
        standing under the laws of the State of Nevada and has the requisite corporate
        power to own, lease and operate its properties and assets, and to carry on
        its
        business as presently conducted. The Company is duly qualified as a foreign
        corporation to do business and is in good standing in every jurisdiction
        in
        which the nature of the business conducted or property owned by it makes
        such
        qualification necessary.

       

      2. The
        Company has the requisite corporate power and authority to enter into and
        perform its obligations under the Transaction Documents and to issue the
        Preferred Stock, the Warrants, the Series B Preferred Shares issuable upon
        exercise of the Series J Warrant and the Common Stock issuable upon conversion
        of the Preferred Stock and the Series B Preferred Share and exercise of the
        Warrants. The execution, delivery and performance of each of the Transaction
        Documents by the Company and the consummation by it of the transactions
        contemplated thereby have been duly and validly authorized by all necessary
        corporate action and no further consent or authorization of the Company or
        its
        Board of Directors or stockholders is required. Each of the Transaction
        Documents have been duly executed and delivered, and the Preferred Stock
        and the
        Warrants have been duly executed, issued and delivered by the Company and
        each
        of the Transaction Documents constitutes a legal, valid and binding obligation
        of the Company enforceable against the Company in accordance with its respective
        terms, except as may be limited by the laws of (i) bankruptcy, insolvency,
        reorganization, moratorium and other laws and legal principles of general
        application now or hereafter in effect relating to or limiting the rights
        of
        creditors, as well as general equitable principles. 

       

      3. The
        Common Stock issuable upon conversion of the Preferred Stock and the Series
        B
        Preferred Shares and exercise of the Warrants are not subject to any preemptive
        rights under the Articles or the Bylaws.

       

      4. The
        Preferred Stock and the Warrants have been duly authorized and, when delivered
        against payment in full as provided in the Purchase Agreement, will be validly
        issued, fully paid and nonassessable. The shares of Common Stock issuable
        upon
        conversion of the Preferred Stock and exercise of the Warrants and the Series
        B
        Preferred Shares issuable upon exercise of the Series J Warrants, have been
        duly
        authorized and reserved for issuance, and, when delivered upon conversion
        or
        against payment in full as provided in the Series A Certificate of Designation,
        the Series B Certificate of Designation and the Warrants, as applicable,
        will be
        validly issued, fully paid and nonassessable.

       

      5. The
        execution, delivery and performance of and compliance with the terms of the
        Transaction Documents and the issuance of the Preferred Stock, the Warrants
        and
        the Common Stock issuable upon conversion of the Preferred Stock and exercise
        of
        the Warrants do not (i) violate any provision of the Articles of Incorporation
        or Bylaws, (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
        material agreement, mortgage, deed of trust, indenture, note, bond, license,
        lease agreement, instrument or obligation to which the Company is a party,
        (iii)
        create or impose a lien, charge or encumbrance on any property of the Company
        under any agreement or any commitment to which the Company is a party or
        by
        which the Company is bound or by which any of its respective properties or
        assets are bound, or (iv) result in a violation of any federal, state, local
        or
        foreign statute, rule, regulation, order, judgment, injunction or decree
        (including Federal and state securities laws and regulations) applicable
        to the
        Company or by which any property or asset of the Company is bound or affected,
        except, in all cases other than violations pursuant to clauses (i) and (iv)
        above, for such conflicts, default, terminations, amendments, acceleration,
        cancellations and violations as would not, individually or in the aggregate,
        have a Material Adverse Effect.


      
        
          
          

        

        
          290

          
            

          

        

        
          
          

        

      


       

      6. No
        consent, approval or authorization of or designation, declaration or filing
        with
        any governmental authority on the part of the Company is required under Federal,
        state or local law, rule or regulation in connection with the valid execution
        and delivery of the Transaction Documents, or the offer, sale or issuance
        of the
        Preferred Stock, the Warrants or the Common Stock issuable upon conversion
        of
        the Preferred Stock and exercise of the Warrants other than (i) those
        information filings required under the Securities Exchange Act of 1934, as
        amended, and being made as a result of the Transactions contemplated in the
        Agreement, (ii) the Registration Statement, (iii) any “blue sky” filing required
        by states in which the Investors reside and (iv) the Certificate of
        Designations.

       

      7. To
        the
        best of our knowledge, there is no action, suit, claim, investigation or
        proceeding pending or threatened against the Company which questions the
        validity of this Agreement or the transactions contemplated hereby or any
        action
        taken or to be taken pursuant hereto or thereto. There is no action, suit,
        claim, investigation or proceeding pending, or to our knowledge, threatened,
        against or involving the Company or any of its properties or assets and which,
        if adversely determined, is reasonably likely to result in a Material Adverse
        Effect. To the best of our knowledge, there are no outstanding orders,
        judgments, injunctions, awards or decrees of any court, arbitrator or
        governmental or regulatory body against the Company or any officers or directors
        of the Company in their capacities as such.

       

      8. Based
        upon the representations of the Investors in the Agreement, the offer, issuance
        and sale of the Preferred Stock and the Warrants and the offer, issuance
        and
        sale of the shares of Common Stock issuable upon conversion of the Preferred
        Stock and exercise of the Warrants pursuant to the Purchase Agreement, the
        Certificates of Designation and the Warrants, as applicable, are exempt from
        the
        registration requirements of the Securities Act.

       

      9. The
        Company is not, and as a result of and immediately upon Closing will not
        be, an
“investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as
        amended.

       

      Very
        truly yours,


      
        
          
          

        

        
          291

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        H-2 TO THE 

      SERIES
        A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT FOR

      ____________________________________________

       

      FORM
        OF OPINION OF PRC COUNSEL

         


      [logo] 北京市德恒律师事务所
        Beijing
        DeHeng Law Office

      


      Beijing
        Deheng Law Office Fax: 0086-10-65232181

      12th
        Floor,
        Tower B Tel: 0086-10-66575888

      Focus
        Place, Finance Street, Website: www.dehenglaw.com

      Beijing,
        P.R. China 100032

      


      October
        3rd,
        2007

       

      To:
        Faith Winner Investment Limited 

       

       Offshore
        Incorporations Centre, Road Town, Tortola, British Virgin Islands

       

      Heilongjiang
        Yanglin Soybean Group Co., Ltd.

       

      Hedong
        District, Fuli Town, Jixian County, Shuangyashan City, Heilongjiang

       

      Faith
        Winner (Jixian) Agriculture Development Company Limited

       

      Hedong
        District, Fuli Town, Jixian County, Shuangyashan City, Heilongjiang

       

      Each
        investor listed on Exhibit A to the Series A Convertible Preferred Stock
        Purchase Agreement dated as of October 3, 2007 (collectively, the “Investors”),
        by and among Victory Divide Mining Company and each of the Investors


       

      From:
        Beijing Deheng Law Office, PRC


      
        
          
          

        

        
          292

          
            

          

        

        
          
          

        

      


       

      We
        are
        qualified lawyers of the People’s Republic of China (“PRC”)
        and
        are qualified to issue this legal opinion based on PRC laws and
        regulations.

       

      We
        have
        acted as PRC legal counsel for Faith Winner Investments Limited (the
“Issuer”),
        a
        company incorporated under the laws of the British Virgin Islands, Heilongjiang
        Yanglin Soybean Group Co., Ltd. (“Yanglin”),
        a PRC
        company, and together with Faith Winner (Jixian) Agriculture Development
        Company
        Limited (“Yanglin
        China”),
        a
        PRC
        wholly-foreign owned enterprise(“WFOE”),
        (Yanglin and Yanglin China are together hereinafter referred to as “PRC
        Group Companies”),
        incorporated under PRC laws and regulations, in connection with the PRC legal
        issues of private placement and proposed reverse takeover of Over the Counter
        Bulletin Board (“OTCBB”)
        shell
        company by the Issuer (“Transaction”).
        

       

      This
        opinion being delivered to you concerns, inter alia: (1) the legal ownership
        structure of PRC Group Companies; (2) the legality and validity of the
        arrangements under the relevant agreements as referenced in Appendix 1 hereto
        (“Restructuring
        Agreements”)
        among
        Yanglin, Yanglin China and the shareholders of Yanglin as applicable, and
        the
        Transaction Structure under PRC laws.

       

      In
        so
        acting, we have examined the originals or copies certified or otherwise
        identified to our satisfaction, of documents provided to us by PRC Group
        Companies, and such other documents, corporate records, certificates issued
        by
        governmental authorities in the PRC and officers of the PRC Group Companies
        and
        other instruments as we have deemed necessary or relevant for the purposes
        of
        rendering this opinion, including without limitation to, copies of the documents
        as set out in Appendix 1.

       

      In
        connection with this opinion, we have assumed the genuineness of all signatures,
        the authenticity of all documents submitted to us as originals and the
        conformity with authentic original documents submitted to us as copies. We
        have
        also assumed the documents as they were presented to us up to the date of
        this
        legal opinion and that none of the documents has been revoked, amended, varied
        or supplemented. We have further assumed the accuracy and completeness of
        all
        factual statements in the documents. In cases where important facts were
        not
        independently established to us, we have relied upon certificates issued
        by
        governmental authorities and representatives of PRC Group Companies with
        proper
        authority and upon representations, made in or pursuant to the Restructuring
        Agreements.

       

      As
        used
        herein, (a) “PRC
        Laws”
means
        all laws, regulations, statutes, orders, decrees, guidelines, notices, judicial
        interpretations, legislations of the PRC (other than the laws of Hong Kong
        Special Administrative Region, Macao Special Administrative Region and Taiwan
        Province); (b) “Governmental
        Authorizations”
means
        all approvals, consents, waivers, sanctions, authorizations, filings,
        registrations, exemptions, permissions, endorsements, annual inspections,
        qualifications and licenses; (c) “Material
        Adverse Effect”
means
        a
        material adverse effect on condition (financial or other), business, properties
        or results of operations of the PRC Group Companies taken as a whole; and
        (d)
“Governmental
        Authorities”
means
        any court or governmental agency or body of any stock exchange
        authorities;

       

      Based
        on
        the foregoing, we are of the opinion that:


      
        
          
          

        

        
          293

          
            

          

        

        
          
          

        

      


       

      1.
        Yanglin China was incorporated on May 31st,
        2007, by the Issuer, it has obtained (1) Approval for its Establishment and
        Articles of Association granted by Shuangyashan Municipal Administration
        Bureau
        of Commerce on May 28th,
        2007; (2) Certificate of Approval for Establishment of Enterprise with Foreign
        Investment in the People’s Republic of China issued by Heilongjiang Provincial
        Government on May 30th,
        2007; (3) Business License issued by Heilongjiang Administration Bureau of
        Industry and Commerce on May 31st,
        2007, and (4) Approval for Amendment of Articles of Association and Extension
        of
        Capital Contribution Period by the original approval authority on August
        28th,
        2007. Therefore, Yanglin China has been duly incorporated and validly existing
        as a WFOE with limited liability under the PRC Laws and its business license
        is
        in full force and effect. The business scope of Yanglin China is providing
        technical support and consigned management services on agriculture development,
        technical support, technical transfer, and information consulting (excluding
        the
        restricted projects), which is neither categorized as “restricted industries”
nor as “prohibited industries” for foreign investment in accordance with the
        provisions of PRC Catalogue of Industries for Guiding Foreign Investment
        (“PRC
        Catalogue”), it
        complies with PRC industrial policy for foreign investment. Yanglin China
        is the
        wholly owned subsidiary by the Issuer, and such equity interests of Yanglin
        China are free from and clear of pledges, and any other encumbrances or claims
        or any third-party rights. The approval certificate, business license and
        Articles of Association of Yanglin China complies with the requirements of
        applicable PRC Laws and are in full force and effect, and it has full power
        and
        authority to conduct its business operation within its business scopes as
        ratified in its business license. The registered capital of Yanglin China
        is 15
        million US Dollars, 2.25 million US Dollars of which shall be contributed
        before
        November 30th,
        2007 and 12.75 million US Dollars of which should be contributed before May
        31st,
        2010 in accordance with the approval of competent administration bureau of
        commerce. 

       

      2.
        Yanglin has been duly incorporated and validly existing as a domestic limited
        liability company under the PRC Laws and its business license as well as
        its
        Article of Association are in full force and effect and comply with the
        requirements of applicable PRC Laws. The registered capital of Yanglin is
        RMB
        100 million, 70% and 30% of the equity interest of which are owned by Mr.
        Shulin
        Liu and Ms. Huanqin Ding (collectively, the “Controlling
        Shareholders”),
        respectively, and each of the Controlling Shareholders is a PRC citizen and
        Yanglin’s registered capital has been fully paid; except for the Consignment
        Agreements signed between the Controlling Shareholders and the Issuer dated
        on
        September 1st,
        2007,
        such equity interests are free and clear of all pledge, and any other
        encumbrances, or claims or any third-party right. It has full power and
        authority to conduct its business operation within its business scopes as
        ratified in its business license.

       

       

      3.
        Each of the PRC Group Companies is the legal owner of its assets and properties,
        and has full power, authority and all Governmental Authorizations to conduct
        its
        business with its assets and properties within business scope as ratified
        in its
        business license. 

       

      4.
        Each of the PRC Group Companies has the corporate power and full capacity
        to
        enter into and perform its obligations under each of the Restructuring
        Agreements to which it is a party and has taken all necessary corporate action
        to authorize the execution, delivery and performance of, and has authorized,
        executed and delivered, each of the Restructuring Agreements to which it
        is a
        party.


      
        
          
          

        

        
          294

          
            

          

        

        
          
          

        

      


       

      5.
        Each of the Controlling Shareholders has full power and capacity to enter
        into
        and perform its obligations under each of the Restructuring Agreements to
        which
        it is a party.

       

      6.
        The execution and delivery by each of the Controlling Shareholders of the
        Consignment Agreements and Exclusive Purchase Option Agreement as required
        to
        facilitate performance and consummation of the respective obligations of
        the
        parties thereto, have been duly conducted in accordance with PRC
        Laws.

       

      7.
        The execution and delivery by PRC Group Companies of the Restructuring
        Agreements as required to facilitate performance and consummation of the
        respective obligations of the parties under the Restructuring Agreements,
        have
        been duly authorized or ratified, and no other corporation or shareholder(s)
        will be necessary to authorize such execution, delivery, performance and
        consummation. 

       

      8.
        The Parties of the Restructuring Agreements have interested relationship
        with
        each other and the transactions herein shall be treated as interested
        transactions. In accordance with PRC Company Laws, where there are no compulsory
        stipulations on interested transactions between or among the non-public listing
        companies, and the Articles of Association of each of PRC Group Companies
        do not
        require the special resolution procedures by Board of Directors or General
        Shareholders’ Meeting in respect of interested transactions, therefore, the
        execution and delivery of Restructuring Agreements complies with the provisions
        of the Articles of Association of each of the PRC Group Companies and has
        been
        ratified through proper internal approval procedures with respect to interested
        transactions. The Restructuring Agreements shall be valid, authentic and
        legally
        binding upon the parties thereto.

       

      9.
        No Governmental Authorizations are required to be obtained for the execution,
        delivery and performance by each of the PRC Group Companies of their obligations
        and the transactions contemplated under the Restructuring Agreements other
        than
        those already obtained; provided, however, (1) any exercise by the Issuer
        (designated by Yanglin China) of its rights under the Exclusive Purchase
        Option
        Agreement after the closing of the Transaction, shall be subject to (a) M&A
        Rules as demonstrated in Section 10 (3) herein; (b) registration with local
        Administration Bureau of Industry and Commerce (“ABIC”)
        as well as the registration certificate of foreign exchange with SAFE for
        the
        equity transfer and with other relevant authorities, such as Taxation Bureau,
        Land Management Bureau and Administration Bureau of Customs etc.; (c)
        modification registration and filing with SAFE by the ultimate individual
        shareholders of the Issuer in accordance with the Exhibit 5 of SAFE No.106
        (as
        described in Section 15 ); (d) the exercise price for equity transfer thereunder
        which must comply with relevant PRC Laws, including the requirement that
        the
        exercise price for such equity transfer shall reflect the appraised value
        at the
        time of exercise, as determined by an appraiser qualified to perform such
        appraisals; (2) any exercise by Yanglin China of its rights under the Exclusive
        Option Purchase Agreement after the closing of the Transaction, shall be
        subject
        to the provisions of PRC Interim Regulations for Investment in China by Foreign
        Funded Enterprise (“Interim Regulations”), in accordance with the Interim
        Regulations, where
        establishment of enterprise by foreign funded enterprise fall within the
        restricted industry sectors, it shall submit to Provincial Administration
        Bureau
        of Commerce (“PABC”)
        for examination and approval,
        Yanglin China shall submit to PABC for examination and approval and accordingly
        go through the modification registration with local ABIC;
        (3)
        since there are some items in the approved business scope of Yanglin, which
        are
        categorized as restricted industry for foreign investment in accordance with
        PRC
        Catalogue, transactions under above Section 9(1) and (2) shall be subject
        to the
        restrictions of PRC industrial policy for foreign
        investment;
        (4) any exercise of Trademark Transfer Contract between PRC Group Companies,
        requires the parties
        thereunder to
        register the title transfer with the competent Government Authorities. Each
        of
        the PRC Group Companies and the Controlling Shareholders are in compliance
        with
        the provisions of all such Governmental Authorizations in all material
        respects.


      
        
          
          

        

        
          295

          
            

          

        

        
          
          

        

      


       

      10.
        Despite that Yanglin China was established by the Issuer after the
        implementation of PRC Provisions on Merger and Acquisition of Domestic
        Enterprises by Foreign Investors (“M&A
        Rules”),
        and
        that its ultimate individual shareholders are PRC residents, Yanglin China
        is a
        newly incorporated WFOE, which shall be subject to PRC Laws on Foreign-funded
        Enterprises and
        its
        Implementation Rules. The
        Issuer neither directly purchases the equities of Yanglin, nor its main
        operating assets, the acquisition of equities or main operating assets of
        a
        domestic company by the foreign investors shall fall within the M&A Rules,
        the establishment of Yanglin China shall not be subject to M&A Rules. With
        respect to the provisions of Section 3 in
        Chapter 4 of M&A Rules (Special
        Provisions on the Special Purpose Companies,“Special
        Regulations of SPC”),
        firstly, it shall apply to overseas public listing rather than private placement
        by reverse-takeover of OTCBB, secondly, there is no equities-swap between
        the
        Issuer and the shareholders of Yanglin, accordingly, the Transaction shall
        not
        be subject to Special Regulations of SPC, provided, however, it will be subject
        to Special Regulations of SPC in the event that the Issuer transfers to the
        public listing board. It shall be noted that, any exercise by the Issuer
        as
        designated by Yanglin China under the Exclusive Option Purchase Agreement
        after
        the closing of the Transaction will be subject to M&A Rules, in accordance
        with Article 11 of M&A Rulesôwhere
        a domestic company, enterprise or resident , in the name of an overseas company
        legally established or controlled by it, mergers and acquires a domestic
        enterprise established which has interest relation with it, it shall submit
        to
        the Ministry of Commerce (“MOFCOM”)
        for examination and approval;
        whereas,
        the substantial shareholders of the Issuer are the PRC residents, if the
        Issuer
        mergers and acquires the equities in Yanglin, it shall submit to MOFCOM for
        examination and approval.

       

      11.
        Each
        of the Restructuring Agreements is, and all the Restructuring Agreements
        taken
        as a whole are, legal, valid, enforceable and admissible as evidence under
        PRC
        Laws, and constitute(s) valid and legally binding documents on the parties
        thereto, and enforceable in accordance with the terms thereunder and relevant
        PRC Laws, provided, however, (1) the rights and powers enjoyed by the Issuer
        under the Consignment Agreements may not confront with third party with bona
        fides; (2) the dividend, bonus and any other economic benefits, if any, derived
        from the consigned equities in cash may not be directly paid and remitted
        in
        foreign currencies to the Issuer by Yanglin. .


      
        
          
          

        

        
          296

          
            

          

        

        
          
          

        

      


       

      12.
        Each of the Restructuring Agreements is in proper legal form under the PRC
        Laws
        for the enforcement thereof against each of the PRC Group Companies, any
        of the
        PRC Group Companies and the Controlling Shareholders, as the case may be,
        in the
        PRC without further action by any of the PRC Group Companies or the Controlling
        Shareholders; and to ensure the legality, validity, enforceability or
        admissibility in evidence of each of the Restructuring Agreements in the
        PRC,
        all required filings and recordings in respect of the Restructuring Agreements
        with any Government Authorities have been performed or will be performed
        in the
        course of implementation as required by PRC Laws.

       

      13.
        Each of the Restructuring Agreements does not (1) contravene any provisions
        of
        applicable PRC Laws, (2) contravene the articles of association, business
        license or other constituent documents of each of the PRC Group Companies
        or (3)
        to the best of our knowledge after due and reasonable inquiries, conflict
        with
        or result in a breach or violation of any terms or provisions of, or constitute
        a default under, any material license, indenture, mortgage, deed of trust,
        loan
        agreement, note, lease or other agreement or instrument known to us and governed
        by PRC Laws to which any of the PRC Group Companies is a party or by which
        any
        of the PRC Group Companies is bound or to which any of the their properties
        or
        assets is subject, except for such conflict, breach, violation or default
        would
        not have a Materia1 Adverse Effect; (4) conflict with or result in a breach
        or
        violation of the terms or provisions of any agreement known to us and governed
        by PRC Laws to which they are expressed to be a party or which is binding
        on
        them or any of their assets.

       

      14.
        The
        obligations undertaken by and the rights granted by each party to any of
        the
        Restructuring Agreements are legally permissible under PRC Laws; to our
        knowledge, there are no PRC legal or governmental actions, suits or proceedings
        pending or threatened (i) against any of PRC Group Companies or (ii) any
        officer
        or director of, or property used, possessed or leased by any of PRC Group
        Companies.

       

      15.
        The ultimate individual shareholders of Yanglin who are qualified PRC residents
        filed the foreign exchange registration for domestic individual on February
        6th,
        2007 in accordance with the Notice on Relevant Issues of PRC State Foreign
        Exchange Administration Bureau concerning Foreign Exchange Administration
        for
        Domestic Residents to Engage in Financing and Reverse Investment via Overseas
        Special Purpose Companies (the “SAFE
        Circular 75”),
        and each of ultimate individual shareholders of Yanglin is in compliance
        with
        the SAFE Circular 75 and relevant regulations on foreign exchange. Yanglin
        China, being the wholly-foreign owned enterprise, has obtained the Registration
        Certificate of Foreign Exchange issued by Heilongjiang Branch of SAFE on
        June
        4th,
        2007. It shall be noted that, Implementation Rules (Hui Zong Fa [2007] 106,
        “SAFE
        No.106”)
        with regard to SAFE Circular 75 has been promulgated on May
        29th,
        2007, pursuant to the provisions of Exhibit 5 of SAFE
        No.106,
        Foreign Exchange Modification Registration and Filing for Substantial Assets
        Change by Overseas Special Purpose Companies,
        after closing of the Transaction, the ultimate individual shareholders shall
        go
        through the formalities of modification registration and filing in accordance
        with the requirements of Exhibit 5 of SAFE No.106. All dividends and other
        distributions declared and payable upon the equity interests in Yanglin China
        may under the current PRC Laws be paid to the Issuer in Renminbi that may
        be
        converted into US Dollars and freely remitted out of the PRC after completion
        of
        modification registration of foreign exchange with SAFE.



      
        
          
          

        

        
          297

          
            

          

        

        
          
          

        

      


       

      16.
        The
        Transaction Structure (see Transaction Structure Chart in Appendix 2 hereof)
        within the territory of PRC between the PRC Group Companies and the Issuer
        which
        is based on the Restructuring Agreements and in line with the PRC Laws shall
        be
        legal and valid under current PRC legal Regime, provided, however, the
        Restructuring Agreements may not be as efficient in providing the Issuer
        and
        Yanglin China with control over Yanglin as direct ownership because the Issuer
        and Yanglin China rely on the performance of Yanglin and the respective
        stockholders of Yanglin under the Restructuring Agreements. If Yanglin and
        the
        respective stockholders of Yanglin were to fail to perform their respective
        obligations under the Restructuring Agreements, the Issuer and Yanglin China
        may
        have to incur substantial resources to enforce those Restructuring Agreements.
        

       

      This
        legal opinion is limited to the relevant matters under the PRC Laws, (other
        than
        the laws of Hong Kong Special Administrative Region and Macau Special
        Administrative Region) in effect on the date hereof, and the matters concerning
        the laws of other jurisdictions (such as the laws of British Virgin Islands
        and
        United States of America) are not subject of this opinion.

       

      This
        opinion is limited to the legal issues contained herein and is in no way
        intended to provide investment advice and should not be relied upon as
        investment advice. The attorneys signing below and Beijing DeHeng Law Office
        are
        not responsible for providing any investment advice to the
        Investors.

       

      This
        opinion is given solely for the benefit of the persons to whom it is addressed.
        It may not, except with our written consent, be partially extracted or cited,
        or
        be relied upon by anyone else in connection with this opinion or used for
        any
        other purpose.

       

      This
        opinion was issued in Chinese and come into effect from the date Beijing
        Deheng
        Law Office executed. The English version of this opinion is for the purpose
        of
        reference. 

       

      Yours
        Faithfully

       

      Beijing
        Deheng Law Office



      
        
          
          

        

        
          298

          
            

          

        

        
          
          

        

      


      Appendix
        1: List of Restructuring Agreements

      


      
        	
                1.

              	
                Consignment
                  Agreements

              


        	 	 


      

      Signed
        by
        and between Faith Winner Investment Limited (BVI) (the “Issuer”) and Mr. Shulin
        Liu and Ms. Huanqin Ding (collectively called “Controlling Shareholders” as
        defined in the context hereof”), in which the Controlling shareholders agree to
        consign all their equity interests, including but not limited to voting right,
        knowing rights and economic rights derived from the equities, to the Issuer,
        and
        the Issuer agrees that it or its subsidiary incorporated within P.R.C shall
        provide financial supports to Yanglin as the consideration of
        consignment.

      


      
        	
                2.

              	
                Consigned
                  Management Agreement 

              


      

       

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. (“Yanglin”) and Faith
        Winner (Jixian) Agriculture Development Company Limited (“Yanglin China”), in
        which Yanglin China provide to Yanglin a comprehensive management service
        with
        respect to business, finance, administration, HR and etc., and Yanglin China
        shall pay the management fee, equal to 5û
        of its
        annual revenue before December 31st
        of each
        year.

      


      
        	
                3.

              	
                Trademark
                  Transfer Contract 

              


      

       

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. (“Yanglin”) and Faith
        Winner (Jixian) Agriculture Development Company Limited (“Yanglin China”), in
        which Yanglin transferred its Trademark to Yanglin China, and the transfer
        fee
        shall be 1 million US Dollars.

      
        	
                4.

              	
                Trademark
                  Licensing Agreement 

              


      

       

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. (“Yanglin”) and Faith
        Winner (Jixian) Agriculture Development Company Limited (“Yanglin China”), in
        which Yanglin China as the licensor agrees to exclusively grant Yanglin to
        use
        its trademarks, and Yanglin as the licensee agrees to pay the royalty fee
        equal
        to 1% of annual revenue in 30 days after the annual audit report is issued
        every
        year.

      


      
        	
                5.

              	
                Loan
                  Agreement 

              


      

       

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. (“Yanglin”) and Faith
        Winner (Jixian) Agriculture Development Company Limited (“Yanglin China”), in
        which Yanglin China shall entrust a local bank (the“Lender”)
        to
        provide 17 million US Dollars loan to Yanglin (the“Borrower”).

      


      
        	
                6.

              	
                Exclusive
                  Purchase Option Agreement 

              


      

       
        

      Signed
        among the following parties:


      
        
          
          

        

        
          299

          
            

          

        

        
          
          

        

      


      Party
        A:
        Faith Winner (Jixian) Agriculture Development Company Limited;

      Party
        B:
        Heilongjiang Yanglin Soybean Group Co., Ltd.;

      Party
        C:
        Mr. Shulin Liu 

      Party
        D:
        Ms. Huanqin Ding 

      In
        this
        agreement, Party C and Party D agree to irrevocably grant Party A or its
        designated third party (the “Issuer”) an exclusive purchase option to purchase
        all or part of their equity interests in Party B under the conditions as
        set out
        under the Agreement.

      


      


      Appendix
        2: Transaction Structure Chart

      


      The 
        Structure upon the Closing:

       


      


      
        
          
          

        

        
          300

          
            

          

        

        
          
          

        

      

       

      Disclosure
        Schedules

      


      Schedule
        2.1(a)

      


      Victory
        Divide Mining Company has the following subsidiaries (as defined in Section
        2.1(g)):

      


      
        	 	
                Jurisdiction
                  of Incorporation

              
	
                Faith
                  Winner Investments Limited

              	
                The
                  British Virgin Islands

              
	
                Faith
                  Winner (Jixian) Agriculture Development Company

              	
                People’s
                  Republic of China

              
	
                Heilongjiang
                  Yanglin Soybean Group Co., Ltd

              	
                People’s
                  Republic of China

              


      

      


      Faith
        Winner (Jixian) Agriculture Development Company is a wholly-owned subsidiary
        of
        Faith Winner International Limited. Faith Winner International Limited is,
        in
        turn, a wholly-owned subsidiary of Victory Divide Mining Company.

      


      Faith
        Winner (Jixian) Agriculture Development Company has entered into a series
        of
        contractual agreements with Heilongjiang Yanglin Soybean Group Co., Ltd,
        which
        essentially gives the former control over the latter’s
        business.


      


      Schedule
        2.1(c)

      


      On
        August
        31, 2007, the Company amended its Articles of Incorporation to increase the
        number of shares of common stock, par value $0.001 per share, that it is
        authorized to issue from 100,000,000 shares of common stock, par value $0.001
        per share, to 10,000,000,000 shares of common stock, par value $0.001 per
        share,
        without changing the number of shares of preferred stock authorized therein
        or
        the per share par value of such preferred stock. The Company is also authorized
        to issue 50,000,000 shares of preferred stock, $.001 par value, none of which
        have been issued prior to this agreement. 

      


      The
        Company has, prior to the consummation of this Series A Convertible Preferred
        Stock Purchase Agreement, 487,500 shares of common stock issued and
        outstanding.


        



      Subscription
        Agreements

      


      Each
        of
        Glenn A. Little, Carol Blanding, Susan Riek, Benjamin Ruhlman, Mitch Ratner,
        Carlos Cabezas and Daniel Milot (collectively, the “Subscribers”) entered into a
        subscription agreements with us to purchase certain shares of our $0.001
        par
        value common stock. Pursuant to the subscription agreements, we had given
        the
        Subscribers piggy back registration rights to register an aggregate of 451,000
        post-Forward Split shares of our $0.001 par value common stock.

      


      Kuhns
        Brothers Engagement Agreement

      


      On
        December 12, 2006, Heilongjiang Yanglin Soybean Group Co., Ltd (“Yanglin”)
        entered into an engagement agreement with Kuhns Brothers, Inc. (“Kuhns
        Agreement”). Pursuant to the Kuhns Agreement, Kuhns Brothers, Inc. will be
        providing the following services:

      


      
        	 	
                1.

              	
                Financial
                  Advisory Services;

              


      

      
        	 	
                2.

              	
                Merger
                  and Acquisition Services; and

              


      

      
        	 	
                3.

              	
                Strategic
                  Planning Services.

              


      

      


      With
        respect to the Financial Advisory Services, Kuhns Brothers, Inc. will be
        paid
        the following:

      


      
        	 	
                a.

              	
                a
                  non-refundable signing fee of
                  $50,000,

              


      


      
        
          
          

        

        
          301

          
            

          

        

        
          
          

        

      


      
        	 	
                b.

              	
                a
                  non-refundable documentation fee of $35,000 payable upon the delivery
                  of
                  an executive summary and investor powerpoint
                  presentation;

              


      

      
        	 	
                c.

              	
                a
                  shell purchase fee of $120,000 payable upon the successful purchase
                  of a
                  public shell; and

              


      

      
        	 	
                d.

              	
                a
                  financing fee equal to the following percentages of the total financing
                  value - (i)10 % of any public equity offering and warrants to purchase
                  the
                  amount of common stock (with attached warrants) equal to 10% if
                  such
                  public equity offering and (ii) 10% of the value of warrants or
                  subscription rights when exercised.

              


      

      


      With
        respect to Merger and Acquisition Services, Kuhns Brothers, Inc. will be
        paid a
        fee of not less than 5% the equity of the “clean” shell company. For any other
        form of merger and acquisition, a fee equal to the “Lehman Formula” based on $5
        million increments will be paid in the form of either cash or equity value
        of
        the organization being acquired.

      


      With
        respect to the Strategic Planning Services, Kuhns Brothers, Inc. will be
        paid a
        non-refundable monthly retainer of $10,000 per month, payable in arrears,
        prior
        to closing of the financing and commencing from the closing of the financing,
        a
        monthly retainer of $10,000 a month, payable on the first of each month for
        24
        months.

      


      The
        Kuhns
        Agreement also contemplates paying Kuhns Brothers, Inc. an amount equal to
        1% of
        the total offering amount with respect to the reasonable expenses to be incurred
        by Kuhns Brothers, Inc. in relation to the financing and an initial retainer
        of
        $10,000 to Shipman & Goodwin, Kuhn Brothers, Inc.’s placement
        counsel.

      


      Mass
        Harmony Financial Consulting Agreement

      


      Pursuant
        to a Financial Consulting Agreement (the “MHA Agreement”) between Yanglin and
        Mass Harmony Asset Management Limited (“MHA”) dated November 2, 2006, Yanglin is
        to pay MHA an aggregate of RMB300,000 (approximately US$39,891), half of
        which
        is payable within five business days upon the execution of the MHA Agreement,
        and the balance is due within five business days after the closing of a reverse
        merger. 

      


      MHA
        is
        also to receive 1% of the issued and outstanding common stock of the Company
        post-private placement (including the underlying common stock of the Series
        A
        Preferred Stock) and warrants to purchase common stock of the Company valued
        at
        5% of the dollar amount of private placement at an exercise price of 140%
        of the
        Series A Preferred Stock price. i.e. 357,143 warrants.

      


      The
        services MHA shall render, pursuant to the MHA Agreement includes initial
        due
        diligence on Yanglin, preparing Yanglin’s business plan and assisting in the
        corporate restructuring and financial documentation. 

      


      Schedule
        2.1(g)

      


      Please
        refer to disclosures for Section 2.1(a) above.


      


      Schedule
        2.1(h)

      


      There
        is
        currently a severe drought in the PRC and the worst-hit regions are Heilongjiang
        and Jilin in the northeast, Inner Mongolia in the north , Jiangxi an the
        east,
        Guangxi in the south and Hunan in central China. It has been reported that
        rainfall in Heilongjiang is almost half its normal amount. (Article titled
        “Drought affects 7.5m people” dated August 6, 2007 by Zhu Ze for the China
        Daily, http://www.chinadaily.com.cn/china/2007-08/06/content_5448414.htm).
        As the
        Company’s supply of soybeans are grown in and obtained from farmers in the
        Heilongjiang province, the prolonged drought may lead to a shortage in its
        supply of soybeans and consequently adversely affect its
        operations.


      


      Schedule
        2.1(j)

      



      
        
          
          

        

        
          302

          
            

          

        

        
          
          

        

      


      There
        is
        currently a severe drought in the PRC and the worst-hit regions are Heilongjiang
        and Jilin in the northeast, Inner Mongolia in the north , Jiangxi an the
        east,
        Guangxi in the south and Hunan in central China. It has been reported that
        rainfall in Heilongjiang is almost half its normal amount. (Article titled
        “Drought affects 7.5m people” dated August 6, 2007 by Zhu Ze for the China
        Daily, http://www.chinadaily.com.cn/china/2007-08/06/content_5448414.htm).
        As the
        Company’s supply of soybeans are grown in and obtained from farmers in the
        Heilongjiang province, the prolonged drought may lead to a shortage in its
        supply of soybeans and consequently adversely affect its
        operations.

      


      Schedule
        2.1(o)

      


      Victory
        Divide Mining Company has not filed any tax returns. They are currently being
        prepared.

      


      Schedule
        2.1(p)

      


      Kuhns
        Brothers Engagement Agreement

      


      On
        December 12, 2006, Yanglin entered into an engagement agreement with Kuhns
        Brothers, Inc. (“Kuhns Agreement”). Pursuant to the Kuhns Agreement, Kuhns
        Brothers, Inc. will be providing the following services:

      


      
        	 	
                1.

              	
                Financial
                  Advisory Services;

              


      

      
        	 	
                2.

              	
                Merger
                  and Acquisition Services; and

              


      

      
        	 	
                3.

              	
                Strategic
                  Planning Services.

              


      

      


      With
        respect to the Financial Advisory Services, Kuhns Brothers, Inc. will be
        paid
        the following:

      


      
        	 	
                a.

              	
                a
                  non-refundable signing fee of
                  $50,000,

              


      

      
        	 	
                b.

              	
                a
                  non-refundable documentation fee of $35,000 payable upon the delivery
                  of
                  an executive summary and investor powerpoint
                  presentation;

              


      

      
        	 	
                c.

              	
                a
                  shell purchase fee of $120,000 payable upon the successful purchase
                  of a
                  public shell; and

              


      

      
        	 	
                d.

              	
                a
                  financing fee equal to the following percentages of the total financing
                  value - (i)10 % of any public equity offering and warrants to purchase
                  the
                  amount of common stock (with attached warrants) equal to 10% if
                  such
                  public equity offering and (ii) 10% of the value of warrants or
                  subscription rights when exercised.

              


      

      


      With
        respect to Merger and Acquisition Services, Kuhns Brothers, Inc. will be
        paid a
        fee of not less than 5% the equity of the “clean” shell company. For any other
        form of merger and acquisition, a fee equal to the “Lehman Formula” based on $5
        million increments will be paid in the form of either cash or equity value
        of
        the organization being acquired.

      


      With
        respect to the Strategic Planning Services, Kuhns Brothers, Inc. will be
        paid a
        non-refundable monthly retainer of $10,000 per month, payable in arrears,
        prior
        to closing of the financing and commencing from the closing of the financing,
        a
        monthly retainer of $10,000 a month, payable on the first of each month for
        24
        months.

      


      The
        Kuhns
        Agreement also contemplates paying Kuhns Brothers, Inc. an amount equal to
        1% of
        the total offering amount with respect to the reasonable expenses to be incurred
        by Kuhns Brothers, Inc. in relation to the financing and an initial retainer
        of
        $10,000 to Shipman & Goodwin, Kuhn Brothers, Inc.’s placement
        counsel.

      


      Mass
        Harmony Financial Consulting Agreement

      


      Pursuant
        to a Financial Consulting Agreement (the “MHA Agreement”) between Yanglin and
        Mass Harmony Asset Management Limited (“MHA”) dated November 2, 2006, Yanglin is
        to pay MHA an aggregate of RMB300,000 (approximately US$39,891), half of
        which
        is payable within five business days upon the execution of the MHA Agreement,
        and the balance is due within five business days after the closing of a reverse
        merger. 

      



      
        
          
          

        

        
          303

          
            

          

        

        
          
          

        

      


      MHA
        is
        also to receive 1% of the issued and outstanding common stock of the Company
        post-private placement (including the underlying common stock of the Series
        A
        Preferred Stock) and warrants to purchase common stock of the Company valued
        at
        5% of the dollar amount of private placement at an exercise price of 140%
        of the
        Series A Preferred Stock price. i.e. 357,143 warrants.

      


      The
        services MHA shall render, pursuant to the MHA Agreement includes initial
        due
        diligence on Yanglin, preparing Yanglin’s business plan and assisting in the
        corporate restructuring and financial documentation. 

      


      Schedule
        2.1(z)

      


      There
        is
        currently a severe drought in the PRC and the worst-hit regions are Heilongjiang
        and Jilin in the northeast, Inner Mongolia in the north , Jiangxi an the
        east,
        Guangxi in the south and Hunan in central China. It has been reported that
        rainfall in Heilongjiang is almost half its normal amount. (Article titled
        “Drought affects 7.5m people” dated August 6, 2007 by Zhu Ze for the China
        Daily, http://www.chinadaily.com.cn/china/2007-08/06/content_5448414.htm).
        As the
        Company’s supply of soybeans are grown in and obtained from farmers in the
        Heilongjiang province, the prolonged drought may lead to a shortage in its
        supply of soybeans and consequently adversely affect its
        operations.

      


      Schedule
        2.1(ff) 

      


      The
        Company’s current transfer agent is:

      


      PacWest
        Transfer, LLC 

      Laurel
        Poffenroth

      337
        Gay
        Street

      Washington,
        VA 22747

      Tel:
        540-675-3129

      Fax:
        540-878-3418

      Email:
        jmeuse@yourtransferagent.com

      


      Schedule
        2.1(gg)

      


      (i)
         Restructuring
        Agreements, pursuant to Section 2.1(gg)(i), are as the following:

       

      1.
        Consignment Agreements

      Signed
        by
        and between Faith Winner Investments Limited (BVI) and Mr. Shulin Liu and
        Ms.
        Huanqin Ding (collectively called “Controlling Shareholders” as defined in the
        context hereof”);

      


      2.
        Consigned Management Agreement 

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. and Faith Winner
        (Jixian) Agriculture Development Company Limited;

      


      3.
        Trademark Transfer Agreement 

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. and Faith Winner
        (Jixian) Agriculture Development Company Limited;

      


      4.
        Trademark Licensing Agreement 

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. and Faith Winner
        (Jixian) Agriculture Development Company Limited;

      


      5.
        Loan
        Agreement 

      Signed
        by
        and between Heilongjiang Yanglin Soybean Group Co., Ltd. and Faith Winner
        (Jixian) Agriculture Development Company Limited;


      


      (iv)
         No
        governmental authorization is required to be obtained for the transactions
        contemplated under the Restructuring Agreements, other than those already
        obtained; provided, however, (1) any exercise by Yanglin and the controlling
        shareholders of their rights under the exclusive option purchase agreement,
        will
        be subject to (a) the approval of and/or registration with the government
        authorities in the PRC for the equity transfer; and (b) the exercise price
        for
        the equity transfer thereunder must comply with relevant PRC laws, including
        the
        requirement that the exercise price for such equity transfer to reflect the
        appraised value at the time of exercise, as determined by an appraiser qualified
        to perform such appraisals; (2) any exercise of the Trademark Transfer Agreement
        between the WFOE and Yanglin, requires the parties to register the title
        transfer with competent government authorities. 


      
        
          
          

        

        
          304

          
            

          

        

        
          
          

        

      


      


      Schedule
        2.2(k) 

      


      Please
        refer to the Kuhns Brothers Engagement Agreement and Mass Harmony Financial
        Consulting Agreement referenced under Schedule 2.1(c) above.

      


      Schedule
        3.19 

      


      Winner
        State Investments Limited - 18,200,000 shares of common stock

      


      Schedule
        3.25

      


      Winner
        State Investments Limited, which is the principal stockholder, shall pay
        the
        Listing Penalty Shares in the event that the Company fails to be listed on
        a
        National Stock Exchange, pursuant to Section 3.25 herein.



      
        
          
          

        

        
          305