Unassociated Document


    
      

        EXHIBIT
          10.1

        
 

        SHARE
          EXCHANGE AGREEMENT

         

        by
          and among

        


        WINNER
          STATE INVESTMENTS LIMITED

        


        FANG
          CHEN, YANG MIAO AND YING ZHANG 

        


        FAITH
          WINNER INVESTMENTS LIMITED

        


        and

        


        VICTORY
          DIVIDE MINING COMPANY

        
 

        dated
          as of October 3, 2007

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        SHARE
          EXCHANGE AGREEMENT

        


        SHARE
          EXCHANGE AGREEMENT,
          dated
          as of October 3, 2007 (this “Agreement”)
          by and
          among Winner
          State Investments Limited, a British Virgin Islands company (“Winner
          State”),
          Fang
          Chen (“Fang”), an individual, Yang Miao (“Yang”), an individual, Ying Zhang
          (“Ying”), an individual, Faith Winner Investments Limited, a British Virgin
          Islands company (“Faith
          Winner”),
          and
          Victory Divide Mining Company, a Nevada corporation (“VICTORY
          DIVIDE”).
          

         

        WHEREAS,
          Winner
          State and Fang, Yang and Ying (collectively, the “INDIVIDUALS”) own 100% of the
          issued and outstanding capital stock of Faith Winner, such capital stock
          being
          hereinafter referred to as the “Faith
          Winner Shares”;
          and

         WHEREAS,
          (i)
          Winner State , the INDIVIDUALS and Faith Winner believe it is in their
          respective best interests for Winner State and the INDIVIDUALS to exchange
          the
          Faith Winner Shares for 18,500,000 shares (the “VICTORY
          DIVIDE Shares”
or
          the
“Purchase
          Price”
as
          used
          in Section 7.1 hereof) of original issue common stock, par value $.001
          per
          share, of VICTORY
          DIVIDE (“Common Stock”),
          and
          (ii) VICTORY DIVIDE believes it is in VICTORY DIVIDE’s best interest to acquire
          the Faith Winner Shares in exchange for the VICTORY DIVIDE Shares, all
          upon the
          terms and subject to the conditions set forth in this Agreement (the
“Share
          Exchange”);
          and


         

        WHEREAS,
          it is
          the intention of the parties that: (i) VICTORY DIVIDE shall acquire 100%
          of the
          Faith Winner Shares in exchange solely for the amount of VICTORY DIVIDE
          Shares
          set forth herein; (ii) said exchange of shares shall qualify as a tax-free
          reorganization under Section 368(a)(1)(B) of the Internal Revenue Code
          of 1986,
          as amended (the “Code”);
          and
          (iii) said exchange shall qualify as a transaction in securities exempt
          from
          registration or qualification under the Securities Act of 1933, as amended
          and
          in effect on the date of this Agreement (the “Securities
          Act”);
          and

         

        WHEREAS,
          immediately following the consummation of the Share Exchange, and pursuant
          to a
          Securities Purchase Agreement to be dated as of the Closing Date (as
          hereinafter defined) by and among VICTORY DIVIDE and Vision Opportunity
          Master
          Fund, Ltd, and certain other investors (collectively, the “Investors”)
          substantially in the form set forth as Exhibit
          A
          hereto
          (the “Securities
          Purchase Agreement”),
          VICTORY DIVIDE intends to enter into a private placement with accredited
          investors whereby, in consideration of up to $21,500,000 in gross private
          placement proceeds, VICTORY DIVIDE will issue to the Investors up to 10
          million
          shares of Series A Convertible Preferred Stock of VICTORY DIVIDE and attached
          warrants to purchase Common Stock of VICTORY DIVIDE (the “Private
          Placement”)
          upon
          the terms and conditions set forth in the relevant Private Placement transaction
          documents; and 

         

        WHEREAS,
          immediately prior to the Share Exchange, not more than 487,500 shares of
          Common
          Stock shall be issued and outstanding; and

         

        WHEREAS,
          the
          parties hereto agree that the capitalization table (the “Cap Table”) upon which
          the transactions contemplated by this Agreement and the Private Placement
          are
          based is set forth as Exhibit
          B
          hereto;
          and

         

         NOW,
          THEREFORE,
          in
          consideration of the mutual terms, conditions and other agreements set
          forth
          herein, the parties hereto agree as follows:

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          I

        EXCHANGE
          OF SHARES FOR COMMON STOCK

         

        Section
          1.1 Agreement
          to Exchange Faith Winner Shares for VICTORY DIVIDE Shares.
          On the
          Closing Date (as hereinafter defined) and upon the terms and subject to
          the
          conditions set forth in this Agreement, Winner State and the INDIVIDUALS
          shall
          assign, transfer, convey and deliver the Faith Winner Shares to VICTORY
          DIVIDE,
          and in consideration and exchange therefor VICTORY DIVIDE shall assign,
          transfer, convey and deliver the VICTORY DIVIDE Shares to Winner State
          and the
          INDIVIDUALS as set forth in the Cap Table. 

        


        Section
          1.2 Capitalization
          at the Closing.
          On the
          Closing Date, immediately before the consummation of the Share Exchange,
          VICTORY
          DIVIDE shall have as authorized capital stock a total of 10,000,000,000
          shares
          of Common Stock, par value $.001 per share, of which not more than 487,500
          shares of Common Stock shall be issued and outstanding , and 50,000,000
          shares
          of preferred stock, par value $.001 per share, of which no shares shall
          be
          issued and outstanding, but 10,000,000 shares shall have been designated
          as
          Series A Convertible Preferred Stock (“Series
          A Stock”)
          and
          10,000,000shares shall have been designated as Series B Convertible Preferred
          Stock (“Series
          B Stock”).
          

        


        Section
          1.3 Closing
          and Actions at Closing.
          

         

        a.
          The
          closing of the Share Exchange (the "Closing")
          shall
          take place at 5:00 p.m. E.D.T. on the day the conditions to closing set
          forth in
          Articles V and VI have been satisfied or waived, or at such other time
          and date
          as the parties hereto shall agree in writing (the "Closing
          Date"),
          at
          the offices of Guzov Ofsink, LLC, 600 Madison Avenue, 14th
          Floor,
          New York, New York 10022. 

         

        b.
          At the
          Closing: (i) Winner State and the INDIVIDUALS shall deliver to VICTORY
          DIVIDE
          the stock certificates representing one hundred percent (100%) of the Faith
          Winner Shares, duly endorsed in blank for transfer or accompanied by appropriate
          stock powers duly executed in blank; and (ii) in full consideration and
          exchange
          for the Faith Winner Shares, VICTORY DIVIDE shall issue and deliver to
          Winner
          State and the INDIVIDUALS one or more stock certificates representing all
          of the
          VICTORY DIVIDE Shares. 

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          II

        


        REPRESENTATIONS
          AND WARRANTIES OF VICTORY DIVIDE 

        


        VICTORY
          DIVIDE hereby represents, warrants and agrees that the statements in the
          following subsections of this Section 2 are all true and complete as of
          the date
          hereof, and will, except as contemplated by this Agreement, be true and
          complete
          as of the Closing Date as if first made on such date:

        


        Section
          2.1 Corporate
          Organization

        


        a. VICTORY
          DIVIDE is a corporation duly organized, validly existing and in good standing
          under the laws of Nevada, and has all requisite corporate power and authority
          to
          own its properties and assets and to conduct its business as now conducted
          and
          is duly qualified to do business and is in good standing in each jurisdiction
          in
          which the nature of the business conducted by VICTORY DIVIDE or the ownership
          or
          leasing of its properties makes such qualification and being in good standing
          necessary, except where the failure to be so qualified and in good standing
          will
          not have a material adverse effect on the business, operations, properties,
          assets, condition or results of operation of VICTORY DIVIDE (a "VICTORY
          DIVIDE Material Adverse Effect");
          

        


        b. Copies
          of
          the Articles of Incorporation and By-laws of VICTORY DIVIDE, with all amendments
          thereto to the date hereof, have been furnished to Winner State, the INDIVIDUALS
          and Faith Winner, and such copies are accurate and complete as of the date
          hereof. The minute books of VICTORY DIVIDE are current as required by law,
          contain the minutes of all meetings of the Board of Directors and shareholders
          of VICTORY DIVIDE from its date of incorporation to the date of this Agreement,
          and adequately reflect all material actions taken by the Board of Directors
          and
          shareholders of VICTORY DIVIDE.

         

        Section
          2.2 Capitalization
          of VICTORY DIVIDE.
          

        


        a.
          On the
          Closing Date, immediately before the consummation of the Share Exchange,
          the
          entire authorized capital stock of VICTORY DIVIDE shall consist of
          10,000,000,000 shares of Common Stock, par value $.001 per share, of which
          not
          more than 487,500 shares of Common Stock shall be issued and outstanding,
          and
          50,000,000 shares of “blank check” preferred stock, par value $.001 per share,
          of which no shares shall be issued and outstanding. 

         

        b. The
          200
          for 1 reverse stock split of VICTORY DIVIDE’s Common Stock described in the
          Schedule 14C Information Statement filed with the Securities and Exchange
          Commission (the “SEC”)
          on
          March 19, 2007 and the 1 for 100 forward stock split of VICTORY DIVIDE’s Common
          Stock on September 14, 2007 were validly authorized by VICTORY DIVIDE’s board of
          directors and/or shareholders as required under the laws of the State of
          Nevada
          and complied with all applicable Nevada and federal laws. To the actual
          knowledge of VICTORY DIVIDE, there are presently no claims from VICTORY
          DIVIDE
          shareholders in relation to the said reverse and forward stock
          splits.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        c.
          The
          issuance of the VICTORY DIVIDE Shares will be in accordance with the provisions
          of this Agreement. On the Closing Date all of the issued and outstanding
          shares
          of Common Stock and all of the VICTORY DIVIDE Shares to be issued pursuant
          to
          this Agreement will have been duly authorized and, when issued, will be
          validly
          issued, fully paid and non-assessable, will have been issued in compliance
          with
          all applicable securities laws, and will have been issued free of preemptive
          rights of any security holder. Except as set forth on Schedule
          2.2,
          as of
          the date of this Agreement there are, and as of the Closing Date there
          will be,
          no outstanding or authorized options, warrants, agreements, commitments,
          conversion rights, preemptive rights or other rights to subscribe for,
          purchase
          or otherwise acquire or to become outstanding any shares of VICTORY DIVIDE’s
          capital stock, nor are there or will there be any outstanding or authorized
          stock appreciation, phantom stock, profit participation or similar rights
          with
          respect to VICTORY DIVIDE or any Common Stock, or any voting trusts, proxies
          or
          other agreements or understandings with respect to the voting of VICTORY
          DIVIDE’s capital stock. 

        


        Section
          2.3 Subsidiaries
          and Equity Investments.
          Except
          as set forth on Schedule 2.3
          VICTORY
          DIVIDE does not directly or indirectly own any capital stock or other securities
          of, or any beneficial ownership interest in, or hold any equity or similar
          interest, or have any investment in any corporation, limited liability
          company,
          partnership, limited partnership, joint venture or other company, person
          or
          other entity, including without limitation any Subsidiary of VICTORY DIVIDE.
          For
          purposes of this Agreement, a “Subsidiary”
          of a
          company means any entity in which, at the date of this Agreement, such
          company
          or any of its Subsidiaries directly or indirectly owns any of the capital
          stock,
          equity or similar interests or voting power of such entity. For each entity
          listed thereon, Schedule
          2.3
          sets
          forth its jurisdiction of organization and the percentage of the outstanding
          capital stock or other equity interests of such entity that is held by
          VICTORY
          DIVIDE. Each entity listed on Schedule
          2.3
          is duly
          organized and
          validly existing and, except as set forth on Schedule
          2.3,
          is in
          good standing under the laws of the jurisdiction of its formation; has
          the
          requisite power and authority to own its properties and to carry on its
          business
          as now being conducted; and, if applicable, is duly qualified as a foreign
          entity to do business and, to the extent legally applicable, is in good
          standing
          in every jurisdiction in which its ownership of property or the nature
          of the
          business conducted by it makes such qualification necessary, except to
          the
          extent that the failure to be so qualified or be in good standing would
          not have
          a material adverse effect

         

        Section
          2.4 Authorization
          and Validity of Agreements.
          VICTORY
          DIVIDE has all corporate power and authority to execute and deliver this
          Agreement, to perform its obligations hereunder and to consummate the
          transactions contemplated hereby. This Agreement constitutes the valid
          and
          legally binding obligation of VICTORY DIVIDE, and is enforceable in accordance
          with its terms. VICTORY DIVIDE does not need to give any notice to, make
          any
          filings with, or obtain any authorization, consent or approval of any government
          or governmental agency or other person in order for it to consummate the
          transactions contemplated by this Agreement, other than filings that may
          be
          required or permitted under states securities laws, the Securities Act
          of 1933,
          as amended (the “Securities
          Act”)
          and/or
          the Securities Exchange Act of 1934, as amended (the “Exchange
          Act”)
          resulting from the issuance of the VICTORY DIVIDE Shares. The execution
          and
          delivery of this Agreement by VICTORY DIVIDE, and the consummation by VICTORY
          DIVIDE of the transactions contemplated hereby, have been duly authorized
          by all
          necessary corporate action of VICTORY DIVIDE, and no other corporate proceedings
          on the part of VICTORY DIVIDE are necessary to authorize this Agreement
          or to
          consummate the transactions contemplated hereby.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        Section 2.5 No
          Conflict or Violation.
          Neither
          the execution and delivery of this Agreement by VICTORY DIVIDE, nor the
          consummation by VICTORY DIVIDE of the transactions contemplated hereby
          will: (i)
          violate any constitution, statute, regulation, rule, injunction, judgment,
          order, decree, ruling, charge or other restriction of any government,
          governmental agency, court, administrative panel or other tribunal to which
          VICTORY DIVIDE is subject, or any provision of VICTORY DIVIDE’s Articles of
          Incorporation, as amended, or By-laws, as amended; (ii) conflict with,
          result in
          a breach of, constitute a default under, result in the acceleration of,
          create
          in any party the right to accelerate, terminate, modify or cancel, or require
          any notice under any agreement, contract, lease, license, instrument or
          other
          arrangement to which Faith Winner is a party or by which it is bound, or
          to
          which any of its assets is subject; or (iii) result in or require the creation
          or imposition of any encumbrance of any nature upon or with respect to
          any of
          VICTORY DIVIDE’s assets, including without limitation the VICTORY DIVIDE Shares.


        


        Section
          2.6 Material
          Agreements.
          VICTORY
          DIVIDE is not a party to or bound by any contracts, including, but not
          limited
          to, any:

        


        
          	
                  a.

                	
                  employment,
                    advisory or consulting contract other than a consulting agreement
                    with
                    Glenn A. Little dated September __, 2007;

                
	 	 
	
                  b.

                	
                  plan
                    providing for employee benefits of any nature;

                
	 	 
	
                  c.

                	
                  lease
                    with respect to any property or equipment;

                
	 	 
	
                  d.

                	
                  contract,
                    agreement, understanding or commitment for any future expenditure
                    in
                    excess of $1,000 in the aggregate;

                
	 	 
	
                  e.

                	
                  contract
                    or commitment pursuant to which it has assumed, guaranteed, endorsed,
                    or
                    otherwise become liable for any obligation of any other person,
                    entity or
                    organization;

                
	 	 
	
                  f.

                	
                  agreement
                    with any person relating to the dividend, purchase or sale of
                    securities,
                    that has not been settled by the delivery or payment of securities
                    when
                    due, and which remains unsettled upon the date of this
                    Agreement.

                


        

        


         Section
          2.7 No
          Disagreements with Accountants and Lawyers.
          There
          are no disagreements of any kind presently existing, or anticipated by
          VICTORY
          DIVIDE to arise, between VICTORY DIVIDE and any accountants and/or lawyers
          formerly or presently employed by VICTORY DIVIDE. VICTORY DIVIDE is current
          with
          respect to fees owed to its accountants and lawyers.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        Section
          2.8 Disclosure.
          This
          Agreement and any certificate attached hereto or delivered in accordance
          with
          the terms hereby by or on behalf of VICTORY DIVIDE in connection with the
          transactions contemplated by this Agreement, when taken together, do not
          contain
          any untrue statement of a material fact or omit any material fact necessary
          in
          order to make the statements contained herein and/or therein not misleading.
          

        


        Section
          2.9  Litigation;
          Compliance with Laws.
          There
          is no action, suit, proceeding or investigation pending or, to the best
          knowledge of VICTORY DIVIDE, currently threatened against VICTORY DIVIDE
          or any
          Subsidiary that may affect the validity of this Agreement or the right
          of
          VICTORY DIVIDE to enter into this Agreement or to consummate the transactions
          contemplated hereby. There is no action, suit, proceeding or investigation
          pending or, to the best knowledge of VICTORY DIVIDE, currently threatened
          against VICTORY DIVIDE or any Subsidiary, before any court or by or before
          any
          governmental body or any arbitration board or tribunal, nor is there any
          judgment, decree, injunction or order of any court, governmental department,
          commission, agency, instrumentality or arbitrator against VICTORY DIVIDE
          or any
          of its Subsidiaries. Neither VICTORY DIVIDE nor any Subsidiary is a party
          or
          subject to the provisions of any order, writ, injunction, judgment or decree
          of
          any court or government agency or instrumentality. There is no action,
          suit,
          proceeding or investigation by VICTORY DIVIDE or any Subsidiary currently
          pending or which VICTORY DIVIDE or any Subsidiary intends to initiate.
          VICTORY
          DIVIDE has been and is in compliance with, and has not received any notice
          of
          any violation of any, law, ordinance, regulation or rule of any kind whatsoever,
          including without limitation the Securities Act, the Exchange Act, the
          rules and
          regulations of the SEC, or the securities laws and rules and regulations
          of any
          state. VICTORY DIVIDE is not an “investment company” as such term is defined by
          the Investment Company Act of 1940, as amended. When any reference to the
          “knowledge” or “best knowledge” of VICTORY DIVIDE is made in this Agreement,
          such terms shall mean the knowledge that would be gained from diligent
          and due
          inquiry into the matters referenced.

        


        Section
          2.10 Financial
          Statements; SEC Filings.
          

        


        a.
          VICTORY DIVIDE’s financial statements contained in its periodic reports filed
          with the Securities and Exchange Commission, (the “Financial
          Statements”)
          have
          been prepared in accordance with generally accepted accounting principles
          applicable in the United States of America (“U.S.
          GAAP”)
          applied
          on a consistent basis throughout the periods indicated and with each other,
          except that those of the Financial Statements that are not audited do not
          contain all footnotes required by U.S. GAAP. The Financial Statements fairly
          present the financial condition and operating results of VICTORY DIVIDE
          as of
          the dates, and for the periods, indicated therein, subject to normal year-end
          audit adjustments. Except as set forth in the Financial Statements, VICTORY
          DIVIDE has no material liabilities (contingent or otherwise). VICTORY DIVIDE
          is
          not a guarantor or indemnitor of any indebtedness of any other person,
          firm or
          corporation. VICTORY DIVIDE maintains and will continue to maintain until
          the
          Closing a standard system of accounting established and administered in
          accordance with U.S. GAAP.

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  b.

                	
                  (i)
                    VICTORY DIVIDE has made all filings with the SEC that it has
                    been required
                    to make under the Securities Act and the Exchange Act (such filings,
                    inclusive of all reports and VICTORY DIVIDE’s registration statement on
                    Form 10-SB filed with the SEC on July 12, 2006 (the “Form
                    10-SB”),
                    are hereinafter referred to as the “Public
                    Reports”).
                    Each of the Public Reports has complied with the Securities Act
                    and the
                    Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley
                    Act”)
                    and/or regulations promulgated thereunder, as the case may be,
                    in all
                    material respects. None of the Public Reports, as of their respective
                    dates, contained any untrue statement of a material fact or omitted
                    to
                    state a material fact necessary to make the statements made therein
                    not
                    misleading. The Form 10-SB, at the time it became effective,
                    did not
                    contain any untrue statement of material fact or omit to state
                    a material
                    fact necessary to make the statements made therein not misleading.
                    The
                    financial statements, including the notes thereto, included in
                    the Public
                    Reports have been prepared in accordance with U.S. GAAP applied
                    on a
                    consistent basis throughout the periods covered thereby and present
                    fairly
                    the financial condition of VICTORY DIVIDE as of such dates and
                    the results
                    of operations of VICTORY DIVIDE for such periods; provided, however,
                    that
                    the financial statements for all interim periods are subject
                    to normal
                    year-end adjustments and lack certain footnotes and other presentation
                    items otherwise required by GAAP. To the knowledge of VICTORY
                    DIVIDE,
                    there is no event, fact or circumstance that would cause any
                    certification
                    signed by any officer of VICTORY DIVIDE in connection with any
                    Public
                    Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate
                    or
                    incorrect in any respect. The Common Stock of VICTORY DIVIDE
                    covered by
                    the Form 10-SB is validly, properly and effectively registered
                    under the
                    Exchange Act in accordance with all applicable federal securities
                    laws and
                    trades on the OTC Bulletin Board. There is no revocation order,
                    suspension
                    order, injunction or other proceeding or law affecting the effectiveness
                    of VICTORY DIVIDE’s Exchange Act registration or the trading of its Common
                    Stock. The consummation of the transactions contemplated by this
                    Agreement
                    do not conflict with and will not result in any violation of
                    any NASD or
                    OTC Bulletin Board trading requirement or standard applicable
                    to VICTORY
                    DIVIDE or its Common Stock.

                


        

        


        (ii)
          Since the date of the filing of its quarterly report on Form 10-QSB for
          the
          quarter ended June 30, 2007, except as specifically disclosed in the Public
          Reports and except as set forth on Schedule
          2.10:
          (A)
          therehas been no event, occurrence or development that has resulted in
          or could
          result in a Material Adverse Effect (for purposes of this Section 2.10,
          a
“Material Adverse Effect” means any event, occurrence, fact, condition, change
          or effect that is materially adverse to the business, assets, condition
          (financial or otherwise), operating results or prospects of VICTORY DIVIDE);
          (B)
          VICTORY DIVIDE has not incurred any liabilities, contingent or otherwise,
          other
          than professional fees, which are accurately disclosed in the Public Reports;
          (C) VICTORY DIVIDE has not declared or made any dividend or distribution
          of cash
          or property to its shareholders, purchased, redeemed or made any agreements
          to
          purchase or redeem any shares of its capital stock, or issued any equity
          securities; or (D) VICTORY DIVIDE has not made any loan, advance or capital
          contribution to or investment in any person or entity. 

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        Section
          2.11 Books
          and Financial Records.
          All the
          accounts, books, registers, ledgers, Board minutes and financial and other
          material records of whatsoever kind of each of VICTORY DIVIDE and any Subsidiary
          of VICTORY DIVIDE have been fully, properly and accurately kept and completed;
          there are no material inaccuracies or discrepancies of any kind contained
          or
          reflected therein; and they give and reflect a true and fair view of the
          financial, contractual and legal position of VICTORY DIVIDE and each such
          Subsidiary.

        


        Section
          2.12 Employee
          Benefit Plans.
          VICTORY
          DIVIDE does not have any “Employee Benefit Plan” as defined in the U.S. Employee
          Retirement Income Security Act of 1974 or similar plans under any applicable
          laws.

        


        Section
          2.13 Tax
          Returns, Payments and Elections.
          Each of
          VICTORY DIVIDE and its Subsidiaries has timely filed all Tax (as defined
          below)
          returns, statements, reports, declarations and other forms and documents
          (including, without limitation, estimated tax returns and reports and material
          information returns and reports) (“Tax
          Returns”)
          required pursuant to applicable law to be filed with any Tax Authority
          (as
          defined below). All such Tax Returns are accurate, complete and correct
          in all
          material respects, and each of VICTORY DIVIDE and its Subsidiaries has
          timely
          paid all Taxes due. Each of VICTORY DIVIDE and its Subsidiaries has withheld
          or
          collected from each payment made to each of its employees the amount of
          all
          Taxes (including, but not limited to, United States income taxes and other
          foreign taxes) required to be withheld or collected therefrom, and has
          paid the
          same to the proper Tax Authority. For purposes of this Agreement, the following
          terms have the following meanings: “Tax”
(and,
          with correlative meaning, “Taxes” and “Taxable”) means any and all taxes
          including, without limitation, (x) any net income, alternative or add-on
          minimum
          tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
          profits, value added, net worth, license, withholding, payroll, employment,
          excise, severance, stamp, occupation, premium, property, environmental
          or
          windfall profit tax, custom, duty or other tax, governmental fee or other
          like
          assessment or charge of any kind whatsoever, together with any interest
          or any
          penalty, addition to tax or additional amount imposed by any United States,
          local or foreign governmental authority or regulatory body responsible
          for the
          imposition of any such tax (domestic or foreign) (a “Tax
          Authority”),
          (y)
          any liability for the payment of any amounts of the type described in (x)
          as a
          result of being a member of an affiliated, consolidated, combined or unitary
          group for any taxable period or as the result of being a transferee or
          successor
          thereof, and (z) any liability for the payment of any amounts of the type
          described in (x) or (y) as a result of any express or implied obligation
          to
          indemnify any other person.

        


        Section
          2.14 Absence
          of Liabilities.
          As of
          the Closing Date, VICTORY DIVIDE will have no liabilities of any kind
          whatsoever. VICTORY DIVIDE is not a guarantor of any indebtedness of any
          other
          person, entity or corporation. 

         

        Section
          2.15  No
          Broker Fees.
          No
          brokers, finders or financial advisory fees or commissions will be payable
          by
          VICTORY DIVIDE with respect to the transactions contemplated by this
          Agreement.

         

        Section
          2.16 Survival.
          Each of
          the representations and warranties set forth in this Article II shall be
          deemed
          represented and made by VICTORY DIVIDE at the Closing as if made at such
          time
          and shall survive the Closing for a period terminating on the second anniversary
          of the date of this Agreement.

        


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        ARTICLE
          III

        


        REPRESENTATIONS
          AND WARRANTIES OF WINNER STATE, THE INDIVIDUALS AND FAITH
          WINNER

        


         Unless
          otherwise provided below, Winner State, the INDIVIDUALS and Faith Winner
          hereby
          jointly and severally represent, warrant and agree that the statements
          in the
          following subsections of this Section 3 are all true and complete as of
          the date
          hereof, and will, except as contemplated by this Agreement, be true and
          complete
          as of the Closing Date as if first made on such date:

        


        Section
          3.1 Corporate
          Organization.
           Faith
          Winner is organized as a business company under the laws of the British
          Virgin
          Islands; is duly organized, validly existing and in good standing under
          the laws
          of the British Virgin Islands; and has the requisite power and authority
          to own,
          lease and operate its assets and properties and to carry on its business
          as it
          is now being or currently planned to be conducted. Faith Winner is in possession
          of all franchises, grants, authorizations, licenses, permits, easements,
          consents, certificates, approvals and orders (“Approvals”)
          necessary to own, lease and operate the properties it purports to own,
          operate
          or lease and to carry on its business as it is now being conducted and
          will be
          conducted through WFOE and Yanglin (as defined and described in Schedule
          3.3(a)), and to consummate the transactions contemplated under this Agreement,
          except where the failure to have such Approvals could not, individually
          or in
          the aggregate, reasonably be expected to have a material adverse effect
          on the
          business, operations, properties, assets, condition or results of operation
          of
          Faith Winner. Faith Winner has complete and correct copies of its articles
          of
          organization and bylaws or similar governing, organization or charter documents
          (collectively referred to herein as "Charter
          Documents").
          Faith
          Winner is not in violation of any of the provisions of its Charter Documents.
          The minute books or the equivalent of Faith Winner contain true, complete
          and
          accurate records of all meetings and consents in lieu of meetings of its
          board
          of directors (and any committees thereof), similar governing bodies and
          stockholders ("Corporate
          Records"),
          since
          the time of its organization until the date hereof. The stock ledgers and
          other
          ownership records of the shares of each of Faith Winner’s capital stock
          (the “Share
          Records”)
          are
          true, complete and accurate records of the ownership of the shares of such
          capital stock as of the date thereof and contain all issuances and transfers
          of
          such shares since the time of Faith Winner’s organization.

         

        Section
          3.2 Capitalization
          of Faith Winner; Title to the Faith Winner Shares.
          On the
          Closing Date, immediately before the transactions to be consummated pursuant
          to
          this Agreement, Faith Winner shall have authorized capital consisting of
          50,000
          shares, par value US $1.00 per share, 50,000 shares of which, constituting
          all
          of the Faith Winner Shares, will be issued and outstanding. All of the
          Faith
          Winner Shares are owned of record by Winner State and the INDIVIDUALS.
          The Faith
          Winner Shares are the sole outstanding shares of capital stock of Faith
          Winner
          and the INDIVIDUALS, and there are no outstanding options, warrants, agreements,
          commitments, conversion rights, preemptive rights or other rights to subscribe
          for, purchase or otherwise acquire any shares of capital stock or any un-issued
          or treasury shares of capital stock of Faith Winner.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        Section
          3.3  Subsidiaries
          and Equity Investments.
          

        


        a. Each
          Subsidiary and affiliated company of Faith Winner and Yanglin is set forth
          on
Schedule
          3. 3(a).
          

        


        b. Except
          as
          set forth on Schedule 3.3(a),
          Faith
          Winner does not, directly or indirectly own any capital stock or other
          securities of, or any beneficial ownership interest in, or hold any equity
          or
          similar interest, or have any investment in any corporation, limited liability
          company, partnership, limited partnership, joint venture or other company,
          person or other entity. For each entity listed thereon, Schedule
          3.3(a)
          sets
          forth its jurisdiction of organization and the percentage of the outstanding
          capital stock or other equity interests of such entity that is held by
          Faith
          Winner. Each entity listed on Schedule
          3.3(a)
          is duly
          organized and
          validly existing and, except as set forth on Schedule
          3.3(a),
          is in
          good standing under the laws of the jurisdiction of its formation; has
          the
          requisite power and authority to own its properties and to carry on its
          business
          as now being conducted; and, if applicable, is duly qualified as a foreign
          entity to do business and, to the extent legally applicable, is in good
          standing
          in every jurisdiction in which its ownership of property or the nature
          of the
          business conducted by it makes such qualification necessary, except to
          the
          extent that the failure to be so qualified or be in good standing would
          not have
          a material adverse effect.

        


        c. The
          contractual agreements entered into between WFOE and Yanglin (as described
          in
          Schedule 3.3(a)) which essentially gives WFOE control over Yanglin’s business
          and management as if Yanglin were a wholly-owned subsidiary of WFOE were
          validly
          entered into by the parties and in compliance with relevant PRC laws and
          regulations and all necessary approvals in connection with such contractual
          agreements have been obtained, except for those that do not or will not
          have a
          material adverse effect on the business of Yanglin. 

         

        Section
          3.4 Authorization
          and Validity of Agreements.
          Faith
          Winner has all corporate power and authority to execute and deliver this
          Agreement, to perform its obligations hereunder and to consummate the
          transactions contemplated hereby. Winner State and the INDIVIDUALS warrants
          and
          represents that it has full power and authority to execute and deliver
          this
          Agreement, to perform its obligations hereunder and to consummate the
          transactions contemplated hereby. This Agreement constitutes the valid
          and
          legally binding obligation of VICTORY DIVIDE, of Winner State and of the
          INDIVIDUALS, and is enforceable in accordance with its terms. Neither Faith
          Winner, Winner State nor the INDIVIDUALS need give any notice to, make
          any
          filings with, or obtain any authorization, consent or approval of any government
          or governmental agency or other person in order for it to consummate the
          transactions contemplated by this Agreement, other than filings that may
          be
          required or permitted under states securities laws, the Securities Act
          and/or
          the Exchange Act resulting from the transfer and exchange of the Faith
          Winner
          Shares. The execution and delivery of this Agreement by Faith Winner and
          by
          Winner State and the INDIVIDUALS, and the consummation by Faith Winner
          and by
          Winner State and the INDIVIDUALS of the transactions contemplated hereby,
          have
          been duly authorized by all necessary corporate action of Faith Winner,
          and no
          other corporate proceedings on the part of Faith Winner or other actions
          on the
          part of Winner State and the INDIVIDUALS are necessary to authorize this
          Agreement or to consummate the transactions contemplated hereby.

        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

        


        Section
          3.5 No
          Conflict or Violation.
          Neither
          the execution and delivery of this Agreement by Faith Winner, by Winner
          State
          and by the INDIVIDUALS, nor the consummation by Faith Winner and/or Winner
          State
          and/or INDIVIDUALS of the transactions contemplated hereby will: (i) violate
          any
          constitution, statute, regulation, rule, injunction, judgment, order, decree,
          ruling, charge or other restriction of any government, governmental agency,
          court, administrative panel or other tribunal to which Faith Winner and/or
          Winner State and/or INDIVIDUALS is subject, or any provision of Faith Winner’s
          Charter Documents; (ii) conflict with, result in a breach of, constitute
          a
          default under, result in the acceleration of, create in any party the right
          to
          accelerate, terminate, modify or cancel, or require any notice under any
          agreement, contract, lease, license, instrument or other arrangement to
          which
          Faith Winner and/or the INDIVIDUALS is/are a party or by which it/they
          is/are
          bound, or to which any of its/their/his assets is subject; or (iii) result
          in or
          require the creation or imposition of any encumbrance of any nature upon or with
          respect to any of Faith Winner’s or any of the INVIDUALS’ assets, including
          without limitation the Faith Winner Shares. 

        


        Section
          3.6  Investment
          Representations.
          

        


        (a)
          The
          VICTORY DIVIDE Shares will be acquired hereunder solely for the account
          of
          Winner State and the INDIVIDUALS, for investment, and not with a view to
          the
          resale or distribution thereof. Winner State understands and is able to
          bear any
          economic risks associated with acquiring the VICTORY DIVIDE Shares. Winner
          State
          and the INDIVIDUALS have had full access to all the information it considers
          necessary or appropriate to make an informed investment decision with respect
          to
          the VICTORY DIVIDE Shares. 

        


        (b)
          No
          offer to enter into this Agreement has been made by VICTORY DIVIDE to Winner
          State and/or the INDIVIDUALS in the United States. None of Winner State
          or any
          of its affiliates or any person acting on its behalf or on behalf of any
          such
          affiliate, has engaged or will engage in any activity undertaken for the
          purpose
          of, or that reasonably could be expected to have the effect of, conditioning
          the
          markets in the United States for the VICTORY DIVIDE Shares, including,
          but not
          limited to, effecting any sale or short sale of securities through Winner
          State
          or any of its affiliate, prior to the expiration of any restricted period
          contained in Regulation S promulgated under the Securities Act (any such
          activity being defined herein as a “Directed
          Selling Effort”).
          To
          the best knowledge of Winner State and the INDIVIDUALS this Agreement and
          the
          transactions contemplated herein are not part of a plan or scheme to evade
          the
          registration provisions of the Securities Act, and the VICTORY DIVIDE Shares
          are
          being acquired for investment purposes by Winner State and the INDIVIDUALS.
          Winner State and the INDIVIDUALS agree that all offers and sales of the
          VICTORY
          DIVIDE Shares from the date hereof and through the expiration of the any
          restricted period set forth in Rule 903 of Regulation S (as the same may
          be
          amended from time to time hereafter) shall not be made to U.S. Persons
          (within
          the meaning of Regulation S) or for the account or benefit of U.S. Persons
          and
          shall otherwise be made in compliance with the provisions of Regulation
          S and
          any other applicable provisions of the Securities Act. Neither Winner State,
          its
          representative nor the INDIVIDUALS has conducted any Directed Selling Effort
          as
          that term is used and defined in Rule 902 of Regulation S and neither Winner
          State nor any of its representative will engage in any such Directed Selling
          Effort within the United States through the expiration of any restricted
          period
          set forth in Rule 903 of Regulation S.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        Section
          3.7  Brokers’
          Fees. Neither
          Winner State, the INDIVIDUALS nor Faith Winner has any liability to pay
          any fees
          or commissions or other consideration to any broker, finder, or agent with
          respect to the transactions contemplated by this Agreement, other than
          to that
          listed under Schedule 3.7.

        


        Section
          3.8  Disclosure.
          This
          Agreement, the schedules hereto and any certificate attached hereto or
          delivered
          in accordance with the terms hereof by or on behalf of Winner State, the
          INDIVIDUALS or Faith Winner in connection with the transactions contemplated
          by
          this Agreement, when taken together, do not contain any untrue statement
          of a
          material fact or omit any material fact necessary in order to make the
          statements contained herein and/or therein not misleading. 

        


        Section
          3.9 Survival.
          Each of
          the representations and warranties set forth in this Article III shall
          be deemed
          represented and made by Winner State, the INDIVIDUALS and/or Faith Winner,
          as
          the case may be, at the Closing as if made at such time and shall survive
          the
          Closing for a period terminating on the second anniversary of the date
          of this
          Agreement.

        


        ARTICLE
          IV

        


        COVENANTS

        


        Section
          4.1 Certain
          Changes and Conduct of Business.

        


        a. From
          and
          after the date of this Agreement and until the Closing Date, VICTORY DIVIDE
          shall conduct its business solely in the ordinary course consistent with
          past
          practices and, in a manner consistent with all representations, warranties
          or
          covenants of VICTORY DIVIDE contained herein, and without the prior written
          consent of Winner State (which may be withheld for any reason or no reason),
          will not, except as required or permitted pursuant to the terms hereof
          and the
          Private Placement:

        


        
          	 	
                  i.

                	
                  make
                    any material change in the conduct of its businesses and/or operations
                    or
                    enter into any transaction other than in the ordinary course
                    of business
                    consistent with past practices;

                


        

        


        
          	 	
                  ii.

                	
                  except
                    as provided in Section 4.6 hereof, make any change in its Charter
                    Documents; issue any additional shares of capital stock or equity
                    securities or grant any option, warrant or right to acquire any
                    capital
                    stock or equity securities or issue any security convertible
                    into or
                    exchangeable for its capital stock or alter in any material term
                    of any of
                    its outstanding securities or make any change in its outstanding
                    shares of
                    capital stock or its capitalization, whether by reason of a
                    reclassification, recapitalization, stock split or combination,
                    exchange
                    or readjustment of shares, stock dividend or
                    otherwise;

                


        

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        
 

        
          	
                	iii	
                  except
                    as provided in Section 4.6 hereof:

                


        

        


        
          	
                	A.	
                  incur,
                    assume or guarantee any indebtedness for borrowed money, issue
                    any notes,
                    bonds, debentures or other corporate securities or grant any
                    option,
                    warrant or right to purchase any thereof, except pursuant to
                    transactions
                    in the ordinary course of business consistent with past practices;
                    or

                


        

        


        
          	 	
                  B.

                	
                  issue
                    any securities convertible or exchangeable for debt or equity
                    securities
                    of VICTORY DIVIDE;

                


        

        


        
          	
                	iv	
                  make
                    any sale, assignment, transfer, abandonment or other conveyance
                    of any of its assets or any part thereof, except pursuant to
                    transactions in the ordinary course of business consistent with
                    past
                    practice;

                


        

        


        
          	
                	v.	
                  subject
                    any of its assets, or any part thereof, to any lien or suffer
                    such to be
                    imposed other than such liens as may arise in the ordinary course
                    of
                    business consistent with past practices by operation of law which
                    will not
                    have an VICTORY DIVIDE Material Adverse
                    Effect;

                


        

        


        
          	
                	vi.	
                  acquire
                    any assets, raw materials or properties, or enter into any other
                    transaction, other than in the ordinary course of business consistent
                    with
                    past practices;

                


        

        


        
          	
                	vii.	
                  enter
                    into any new (or amend any existing) employee benefit plan, program
                    or
                    arrangement or any new (or amend any existing) employment, severance
                    or
                    consulting agreement, grant any general increase in the compensation
                    of
                    officers or employees (including any such increase pursuant to
                    any bonus,
                    pension, profit-sharing or other plan or commitment) or grant
                    any increase
                    in the compensation payable or to become payable to any employee,
                    except
                    in accordance with pre-existing contractual provisions or consistent
                    with
                    past practices;

                


        

        


        
          	
                	viii.	
                  make
                    or commit to make any material capital
                    expenditures;

                


        

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        
          	
                	ix.	
                  pay,
                    loan or advance any amount to, or sell, transfer or lease any
                    properties
                    or assets to, or enter into any agreement or arrangement with,
                    any of its
                    affiliates;

                


        

        


        
          	
                	x.	
                  guarantee
                    any indebtedness for borrowed money or any other obligation of
                    any other
                    person;

                


        

        


        
          	
                	xi.	
                  fail
                    to keep in full force and effect insurance comparable in amount
                    and scope
                    to coverage maintained by it (or on behalf of it) on the date
                    hereof;

                


        

        


        
          	
                	xii.	
                  take
                    any other action that would cause any of the representations
                    and
                    warranties made by it in this Agreement not to remain true and
                    correct in
                    all material aspect;

                


        

        


        
          	
                	xiii.	
                  make
                    any material loan, advance or capital contribution to or investment
                    in any
                    person;

                


        

        


        
          	
                	xiv.	
                  make
                    any material change in any method of accounting or accounting
                    principle,
                    method, estimate or practice;

                


        

        


        
          	
                	xv.	
                  settle,
                    release or forgive any claim or litigation or waive any
                    right;

                


        

        


        
          	
                	xvi.	
                  commit
                    itself to do any of the foregoing.

                


        

        


        
          b.From
            and
            after the date of this Agreement, Faith Winner will, and Winner State
            will cause
            Faith Winner to:

        

        


        
          
            
              	
                    	i.	
                      continue
                        to maintain, in all material respects, its properties in
accordance
                        with present practices in a condition suitable for its current
                        use;

                    


            

          

        

        


        
          	
                	ii.	
                  file,
                    when due or required, federal, state, foreign and other tax returns
                    and
                    other reports required to be filed and pay when due all taxes,
                    assessments, fees and other charges lawfully levied or assessed
                    against
                    it, unless the validity thereof is contested in good faith and
                    by
                    appropriate proceedings diligently
                    conducted;

                


        

        


        
          	
                	iii.	
                  continue
                    to conduct its business in the ordinary course consistent with
                    past
                    practices;

                


        

        


        
          	
                	iv.	
                  keep
                    its books of account, records and files in the ordinary course
                    and in
                    accordance with existing practices;
                    and

                


        

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        
          	
                	v.	
                  continue
                    to maintain existing business relationships with
                    suppliers.

                


        

        


        c.
          From
          and after the date of this Agreement, Winner State will not sell, transfer,
          convey, assign or otherwise dispose of, or contract or otherwise agree
          to sell,
          transfer, convey, assign or otherwise dispose of any of the Faith Winner
          Shares
          except as provided by this Agreement. 

        


        Section
          4.2 Access
          to Properties and Records.
          Winner
          State and Faith Winner shall afford to VICTORY DIVIDE’s accountants, counsel and
          authorized representatives, and VICTORY DIVIDE shall afford to Winner State's
          and Faith Winner’s accountants, counsel and authorized representatives, full
          access during normal business hours throughout the period prior to the
          Closing
          Date (or the earlier termination of this Agreement) to all of such parties’
properties, books, contracts, commitments and records and, during such
          period,
          shall furnish promptly to the requesting party all other information concerning
          the other party's business, properties and personnel as the requesting
          party may
          reasonably request, provided that no investigation or receipt of information
          pursuant to this Section 5.2 shall affect any representation or warranty
          of or
          the conditions to the obligations of any party. 

        


        Section
          4.3 Negotiations.
          From
          and after the date hereof until the earlier of the Closing or the termination
          of
          this Agreement, no party to this Agreement, nor any of its officers or
          directors
          (subject to such director's fiduciary duties), nor anyone acting on behalf
          of
          any party or other persons shall, directly or indirectly, encourage, solicit,
          engage in discussions or negotiations with, or provide any information
          to, any
          person, firm, or other entity or group concerning any merger, sale of
          substantial assets, purchase or sale of shares of capital stock or similar
          transaction involving any party except for the Private Placement. A party
          shall
          promptly communicate to any other party any inquiries or communications
          concerning any such transaction which they may receive or of which they
          may
          become aware.

        


        Section
          4.4 Consents
          and Approvals.
          The
          parties shall: (i) use their reasonable commercial efforts to obtain all
          necessary consents, waivers, authorizations and approvals of all governmental
          and regulatory authorities, domestic and foreign, and of all other persons,
          firms or corporations required in connection with the execution, delivery
          and
          performance by them of this Agreement; and (ii) diligently assist and cooperate
          with each party in preparing and filing all documents required to be submitted
          by a party to any governmental or regulatory authority, domestic or foreign,
          in
          connection with such transactions and in obtaining any governmental consents,
          waivers, authorizations or approvals which may be required to be obtained
          connection in with such transactions.

        


        Section
          4.5 Public
          Announcement.
          Unless
          otherwise required by applicable law, the parties hereto shall consult
          with each
          other before issuing any press release or otherwise making any public statements
          with respect to this Agreement and shall not issue any such press release
          or
          make any such public statement prior to such consultation.

        


        Section
          4.6 Permitted
          Stock Issuances.
          From
          and after the date of this Agreement until the Closing Date, neither VICTORY
          DIVIDE, Winner State, nor Faith Winner shall issue any additional shares
          of its
          capital stock, except that VICTORY DIVIDE may on the Closing Date issue
          the
          VICTORY DIVIDE Shares as hereinbefore provided; and in connection with
          the
          Private Placement issue up to an aggregate of 10,000,000 shares of Series
          A
          Stock and attached warrants to accredited investors pursuant to the terms
          of the
          Securities Purchase Agreement.

        


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

        


        ARTICLE
          V

        


        CONDITIONS
          TO OBLIGATIONS OF WINNER STATE AND FAITH WINNER

        


        The
          obligations of Winner State, the INDIVIDUALS and Faith Winner to consummate
          the
          transactions contemplated by this Agreement are subject to the fulfillment,
          at
          or before the Closing Date, of the following conditions, any one or more
          of
          which may be waived by Winner State, the INDIVIDUALS and Faith Winner in
          Winner
          State’s sole discretion:

        


        Section
          5.1 Representations
          and Warranties of VICTORY DIVIDE.
          All
          representations and warranties made by VICTORY DIVIDE in this Agreement
          shall be
          true and correct on and as of the Closing Date as if again made by VICTORY
          DIVIDE on and as of such date. 

        


        Section
          5.2 Agreements
          and Covenants.
          VICTORY
          DIVIDE shall have performed and complied in all material respects to all
          agreements and covenants required by this Agreement to be performed or
          complied
          with by it on or prior to the Closing Date. 

        


        Section
          5.3 Consents
          and Approvals.
          All
          consents, waivers, authorizations and approvals of any governmental or
          regulatory authority, domestic or foreign, and of any other person, firm
          or
          corporation, required in connection with the execution, delivery and performance
          of this Agreement shall be in full force and effect on the Closing
          Date.

        


        Section
          5.4 No
          Violation of Orders.
          No
          preliminary or permanent injunction or other order issued by any court
          or
          governmental or regulatory authority, domestic or foreign, nor any statute,
          rule, regulation, decree or executive order promulgated or enacted by any
          government or governmental or regulatory authority, which declares this
          Agreement invalid in any respect or prevents the consummation of the
          transactions contemplated hereby, or which materially and adversely affects
          the
          assets, properties, operations, prospects, net income or financial condition
          of
          VICTORY DIVIDE shall be in effect; and no action or proceeding before any
          court
          or governmental or regulatory authority, domestic or foreign, shall have
          been
          instituted or threatened by any government or governmental or regulatory
          authority, domestic or foreign, or by any other person, or entity which
          seeks to
          prevent or delay the consummation of the transactions contemplated by this
          Agreement or which challenges the validity or enforceability of this
          Agreement.

        


        Section
          5.5 Other
          Closing Documents.
          Winner
          State and Faith Winner shall have received such certificates, instruments
          and
          documents in confirmation of the representations and warranties of VICTORY
          DIVIDE, VICTORY DIVIDE’s performance of its obligations hereunder, and/or in
          furtherance of the transactions contemplated by this Agreement as Winner
          State,
          Faith
          Winner and/or their respective counsel may reasonably request.

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        Section
          5.6 Consummation
          of Private Placement.
          The
          Private Placement and the financing contemplated thereby and by the Securities
          Purchase Agreement shall have closed.

        


        ARTICLE
          VI

         

        CONDITIONS
          TO OBLIGATIONS OF VICTORY DIVIDE

        


        The
          obligations of VICTORY DIVIDE to consummate the transactions contemplated
          by
          this Agreement are subject to the fulfillment, at or before the Closing
          Date, of
          the following conditions, any one or more of which may be waived by VICTORY
          DIVIDE in its sole discretion:

        


        Section
          6.1 Representations
          and Warranties of Winner State and Faith Winner.
          All
          representations and warranties made by Winner State and Faith Winner in
          this
          Agreement shall be true and correct on and as of the Closing Date as if
          again
          made by Winner State and Faith Winner, as applicable, on and as of such
          date.


        


        Section
          6.2 Agreements
          and Covenants.
          Each of
          Winner State and Faith Winner shall have performed and complied in all
          material
          respects to all agreements and covenants required by this Agreement to
          be
          performed or complied with by each of them on or prior to the Closing Date.
          

        


        Section
          6.3 Consents
          and Approvals.
          All
          consents, waivers, authorizations and approvals of any governmental or
          regulatory authority, domestic or foreign, and of any other person, firm
          or
          corporation, required in connection with the execution, delivery and performance
          of this Agreement, shall have been duly obtained and shall be in full force
          and
          effect on the Closing Date. 

        


        Section
          6.4 No
          Violation of Orders.
          No
          preliminary or permanent injunction or other order issued by any court
          or other
          governmental or regulatory authority, domestic or foreign, nor any statute,
          rule, regulation, decree or executive order promulgated or enacted by any
          government or governmental or regulatory authority, domestic or foreign,
          that
          declares this Agreement invalid or unenforceable in any respect or which
          prevents the consummation of the transactions contemplated hereby, or which
          materially and adversely affects the assets, properties, operations, prospects,
          net income or financial condition of Faith Winner, taken as a whole, shall
          be in
          effect; and no action or proceeding before any court or government or regulatory
          authority, domestic or foreign, shall have been instituted or threatened
          by any
          government or governmental or regulatory authority, domestic or foreign,
          or by
          any other person, or entity which seeks to prevent or delay the consummation
          of
          the transactions contemplated by this Agreement or which challenges the
          validity
          or enforceability of this Agreement.

        


        Section
          6.5 Other
          Closing Documents.
          VICTORY
          DIVIDE shall have received such certificates, instruments and documents
          in
          confirmation of the representations and warranties of Winner State and/or
          Faith
          Winner, as applicable, the performance of Winner State’s and Faith Winner’s
          obligations hereunder and/or in furtherance of the transactions contemplated
          by
          this Agreement as VICTORY DIVIDE or its counsel may reasonably
          request.

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        Section
          6.6 Consummation
          of Private Placement.
          The
          Private Placement and the financing contemplated thereby and by the Securities
          Purchase Agreement shall have closed.

        


        Section
          6.7 Yanglin
          has entered into the employment contracts, confidentiality, and non-competition
          agreements and non-compete undertaking letters with its management as set
          forth
          in Schedule 6.7 hereto.

        


        


        ARTICLE
          VII

        


        POST-CLOSING
          AGREEMENTS

        


        Section
          7.1 Purchase
          Price Adjustment.
          The
          parties agree that the total Purchase Price shall be adjusted based on
          the
          financial performance of VICTORY DIVIDE on a consolidated basis for the
          fiscal
          year ended December 31, 2008 following the Closing as follows (as used
          in this
          Agreement, “Net
          Income”
means
          Net Income as defined in accordance with US GAAP and reported by VICTORY
          DIVIDE
          in its audited financial statements for the fiscal year ending December
          31, 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 (A) any outstanding Warrants of the Company, (B) any issuance
          under a performance based stock incentive plan that was in existence on
          the
          Closing Date or (C) the transactions contemplated under the Securities
          Escrow
          Agreement dated the date hereof by and among the Company, Winner State,
          Vision
          Opportunity Master Fund, Ltd. and Loeb & Loeb, as escrow agent and Section
          7.1 of this Agreement): 

         

        
          	 	
                  a.

                	
                  If
                    (i) the 2008 Net Income is equal to or greater than $14,100,000,
                    (ii)
                    Earnings Per Share is equal to or greater than $0.47, such “Earnings Per
                    Share” to be calculated by dividing Net Income, by the aggregate number
                    of
                    shares of then outstanding Common Stock plus the number of shares
                    of
                    Series A Stock outstanding, (iii) cash from operations reported
                    by the
                    Company in
                    accordance with US GAAP in
                    the 2008 Financial Statements is greater than $12,100,000 and
                    (iv) cash
                    from operations on a per share basis (calculated in the same
                    manner as
                    Earnings Per Share) exceeds $0.40; then 4,000,000 shares of Common
                    Stock
                    shall be issued to Winner State or its designees by the Company
                    as an
                    adjustment to the Purchase Price. 

                


        

        


        
          	 	
                  b.

                	
                  All
                    share numbers set forth in clause a above shall be proportionately
                    adjusted in the event that VICTORY DIVIDE consummates a stock
                    split or
                    combination or other recapitalization.


                


        

        


        
          	 	
                  c.

                	
                  VICTORY
                    DIVIDE shall reserve shares of Common Stock to be issued pursuant
                    to this
                    Section 7.1 for issuance hereunder.

                


        

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        Section
          7.2 Consistency
          in Reporting.
          Each
          party hereto agrees that if the characterization of any transaction contemplated
          in this agreement or any ancillary or collateral transaction is challenged,
          each
          party hereto will testify, affirm and ratify that the characterization
          contemplated in such agreement was the characterization intended by the
          party;
          provided, however, that nothing herein shall be construed as giving rise
          to any
          obligation if the reporting position is determined to be incorrect by final
          decision of a court of competent jurisdiction.

        


        


        Section
          7.3 Related
          Party Transactions. Except as set forth below, VICTORY DIVIDE agrees that
          upon
          consummation of the transactions contemplated by this Agreement, it shall
          not,
          and shall not permit its subsidiaries and its affiliates, whether directly
          and
          indirectly owned, including, without limitation, Faith Winner Investments
          Limited, Faith Winner (Jixian) Agriculture Development Company and Heilongjiang
          Yanglin Soybean Group Co., Ltd. to enter into any “related party” transaction
          unless it has procured the unanimous approval of its board of directors.
          For the
          purposes of this Section 7.3, a “related party” transaction shall mean a
          transaction meeting the disclosure criteria set forth in Item 404 of Regulation
          S-K. In the event a related party transaction involves a director or directors
          as a party or an affiliate of a party such that the director(s) abstain
          from
          voting on a transaction, the unanimous approval requirement of this Section
          7.3
          shall be met by approval of all non-abstaining directors.

         

        ARTICLE
          VIII

         

        TERMINATION
          AND ABANDONMENT

        


        Section
          8.1 Methods
          of Termination.
          This
          Agreement may be terminated and the transactions contemplated hereby may
          be
          abandoned at any time before the Closing:

        


        
          
            a.
              By
              the
              mutual written consent of Winner State, Faith Winner and VICTORY
              DIVIDE ;

          

        

        


        b. By
          VICTORY DIVIDE, upon a material breach on the part of Winner State or Faith
          Winner of any representation, warranty, covenant or agreement set forth
          in this
          Agreement, or if any representation or warranty of Winner State or Faith
          Winner
          shall become untrue, in either case such that any of the conditions set
          forth in
          Article VII hereof would not be satisfied (a "Winner
          State /Faith Winner Breach"),
          and
          such breach, if capable of cure, has not been cured within ten (10) days
          after
          receipt by Winner State and Faith Winner of a written notice from VICTORY
          DIVIDE
          setting forth in detail the nature of such Winner State/Faith Winner
          Breach;

        


        c. By
          Winner
          State and Faith Winner, upon a material breach on the part of VICTORY DIVIDE
          of
          any representation, warranty, covenant or agreement set forth in this Agreement,
          or, if any representation or warranty of VICTORY DIVIDE shall become untrue,
          in
          either case such that any of the conditions set forth in Article VI hereof
          would
          not be satisfied (a "VICTORY
          DIVIDE Breach"),
          and
          such breach, if capable of cure, has not been cured within ten (10) days
          after
          receipt by VICTORY DIVIDE of a written notice from Winner State and Faith
          Winner
          setting forth in detail the nature of such VICTORY DIVIDE Breach;

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        d. By
          either
          VICTORY DIVIDE or Winner State and Faith Winner, if the Closing shall not
          have
          consummated before ninety (90) days after the date hereof; provided,
          however,
          that
          this Agreement may be extended by written notice of either Winner State
          and
          Faith Winner or VICTORY DIVIDE if the Closing shall not have been consummated
          as
          a result of Faith Winner or VICTORY DIVIDE having failed to receive all
          required
          regulatory approvals or consents with respect to this transaction or as
          the
          result of the entering of an order as described in this Agreement; and
          further
          provided, however,
          that
          the right to terminate this Agreement under this Section 8.1(d) shall not
          be
          available to any party whose failure to fulfill any obligations under this
          Agreement has been the cause of, or resulted in, the failure of the Closing
          to
          occur on or before this date; or

        


        e. By
          either
          Winner State and Faith Winner or VICTORY DIVIDE if a court of competent
          jurisdiction or governmental, regulatory or administrative agency or commission
          shall have issued an order, decree or ruling or taken any other action
          (which
          order, decree or ruling the parties hereto shall use its best efforts to
          lift),
          which permanently restrains, enjoins or otherwise prohibits the transactions
          contemplated by this Agreement.

        


        Section
          8.2 Procedure
          Upon Termination.
          In the
          event of termination and abandonment of this Agreement pursuant to Section
          8.1,
          written notice thereof shall forthwith be given by the terminating parties
          to
          the other parties and this Agreement shall terminate and the transactions
          contemplated hereby shall be abandoned, without further action. If this
          Agreement is terminated as provided herein, no party to this Agreement
          shall
          have any liability or further obligation to any other party to this Agreement;
          provided,
          however,
          that no
          termination of this Agreement pursuant to this Article VIII shall relieve
          any
          party of liability for a breach of any provision of this Agreement occurring
          before such termination.

        


        


        ARTICLE
          IX

        


        MISCELLANEOUS
          PROVISIONS

        


        Section
          9.1 Survival
          of Provisions.
          The
          respective representations, warranties, covenants and agreements of each
          of the
          parties to this Agreement (except covenants and agreements which are expressly
          required to be performed and are performed in full on or before the Closing
          Date) shall survive the Closing Date and the consummation of the transactions
          contemplated by this Agreement, subject to Sections 2.14 and 3.9. In the
          event
          of a breach of any of such representations, warranties or covenants, the
          party
          to whom such representations, warranties or covenants have been made shall
          have
          all rights and remedies for such breach available to it under the provisions
          of
          this Agreement or otherwise, whether at law or in equity, regardless of
          any
          disclosure to, or investigation made by or on behalf of such party on or
          before
          the Closing Date.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        Section
          9.2 Publicity.
          No
          party shall cause the publication of any press release or other announcement
          with respect to this Agreement or the transactions contemplated hereby
          without
          the consent of the other parties, unless a press release or announcement
          is
          required by law. If any such announcement or other disclosure is required
          by
          law, the disclosing party agrees to give the non-disclosing parties prior notice
          and an opportunity to comment on the proposed disclosure.

        


        Section
          9.3 Successors
          and Assigns.
          This
          Agreement shall inure to the benefit of, and be binding upon, the parties
          hereto
          and their respective successors and assigns; provided, however, that no
          party
          shall assign or delegate any of the obligations created under this Agreement
          without the prior written consent of the other parties. 

        


        Section
          9.4 Fees
          and Expenses.
          Except
          as otherwise expressly provided in this Agreement, all legal and other
          fees,
          costs and expenses incurred in connection with this Agreement and the
          transactions contemplated hereby shall be paid by the party incurring such
          fees,
          costs or expenses. 

        


        Section
          9.5 Notices.
          All
          notices and other communications given or made pursuant hereto shall be
          in
          writing and shall be deemed to have been given or made if in writing and
          delivered personally or sent by registered or certified mail (postage prepaid,
          return receipt requested) to the parties at the following addresses:


        


        If
          to
          Winner State or Faith Winner, to:

        


        PO
          Box
          957, Offshore Incorporations Center, 

        Road
          Town, Tortola, British Virgin Islands

        


        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
          VICTORY DIVIDE, to:

         

        Victory
          Divide Mining Company

        211
          West
          Wall Street

        Midland,
          Texas 79701

        Attention:
          Glenn A. Little

        Tel.
          No.:
          (432) 682-1761

        Fax
          No.:
          (432) 682 2560

        with
          copies to: 

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        Steven
          L.
          Siskind, Esq.

        645
          Fifth
          Avenue, Suite 403

        New
          York,
          New York 10022

        Tel.
          No.:
          (212) 750-2002

        Fax
          No.:
          (212) 838-7982

        


        or
          to
          such other persons or at such other addresses as shall be furnished by
          any party
          by like notice to the others, and such notice or communication shall be
          deemed
          to have been given or made as of the date so delivered or mailed. No change
          in
          any of such addresses shall be effective insofar as notices under this
          Section
          9.5 are concerned unless such changed address is located in the United
          States of
          America and notice of such change shall have been given to such other party
          hereto as provided in this Section 9.5

        


        Section
          9.6 Entire
          Agreement.
          This
          Agreement, together with the exhibits hereto, represents the entire agreement
          and understanding of the parties with reference to the transactions set
          forth
          herein and no representations or warranties have been made in connection
          with
          this Agreement other than those expressly set forth herein or in the exhibits,
          certificates and other documents delivered in accordance herewith. This
          Agreement supersedes all prior negotiations, discussions, correspondence,
          communications, understandings and agreements between the parties relating
          to
          the subject matter of this Agreement and all prior drafts of this Agreement,
          all
          of which are merged into this Agreement. No prior drafts of this Agreement
          and
          no words or phrases from any such prior drafts shall be admissible into
          evidence
          in any action or suit involving this Agreement.

        


        Section
          9.7 Severability.
          This
          Agreement shall be deemed severable, and the invalidity or unenforceability
          of
          any term or provision hereof shall not affect the validity or enforceability
          of
          this Agreement or of any other term or provision hereof. Furthermore, in
          lieu of
          any such invalid or unenforceable term or provision, the parties hereto
          intend
          that there shall be added as a part of this Agreement a provision as similar
          in
          terms to such invalid or unenforceable provision as may be possible so
          as to be
          valid and enforceable.

        


        Section
          9.8 Titles
          and Headings.
          The
          Article and Section headings contained in this Agreement are solely for
          convenience of reference and shall not affect the meaning or interpretation
          of
          this Agreement or of any term or provision hereof.

        


        Section
          9.9 Counterparts. This
          Agreement may be executed in two or more counterparts, each of which shall
          be
          deemed an original and all of which together shall be considered one and
          the
          same agreement.

        


        Section
          9.10 Convenience
          of Forum; Consent to Jurisdiction.
          The
          parties to this Agreement, acting for themselves and for their respective
          successors and assigns, without regard to domicile, citizenship or residence,
          hereby expressly and irrevocably elect as the sole judicial forum for the
          adjudication of any matters arising under or in connection with this Agreement,
          and consent and subject themselves to the jurisdiction of, the courts of
          the
          State of New York located in County of New York, and/or the United States
          District Court for the Southern District of New York, in respect of any
          matter
          arising under this Agreement. Service of process, notices and demands of
          such
          courts may be made upon any party to this Agreement by personal service
          at any
          place where it may be found or giving notice to such party as provided
          in
          Section 9.5.

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

        Section
          9.11 Enforcement
          of the Agreement.
          The
          parties hereto agree that irreparable damage would occur if any of the
          provisions of this Agreement 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 breaches
          of
          this Agreement and to enforce specifically the terms and provisions hereto,
          this
          being in addition to any other remedy to which they are entitled at law
          or in
          equity.

        


        Section
          9.12 Governing
          Law.
          This
          Agreement shall be governed by and interpreted and enforced in accordance
          with
          the laws of the State of New York without giving effect to the choice of
          law
          provisions thereof.

        


        Section
          9.13 Amendments
          and Waivers.
          No
          amendment of any provision of this Agreement shall be valid unless the
          same
          shall be in writing and signed by all of the parties hereto. No waiver
          by any
          party of any default, misrepresentation, or breach of warranty or covenant
          hereunder, whether intentional or not, shall be deemed to extend to any
          prior or
          subsequent default, misrepresentation, or breach of warranty or covenant
          hereunder or affect in any way any rights arising by virtue of any prior
          or
          subsequent such occurrence.

         

        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        

         

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

        


        WINNER
          STATE INVESTMENTS LIMITED

        


        
          	
                  By:

                	
                  Shulin
                    Liu

                	 
	 	
                  [Name;
                    Title] 

                	 
	 	 	 
	
                   

                	
                  Chief
                    Executive Officer

                	 
	 	 	 
	
                  /s/
                    Fang Chen

                	 
	Fang
                  Chen	 
	 	 	 
	
                  /s/
                    Yang Miao

                	 
	Yang
                  Miao	 
	 	 	 
	
                  /s/
                    Ying Zhang

                	 
	Ying
                  Zhang	 


        

         

        FAITH
          WINNER INVESTMENTS LIMITED

        


        
          	
                  By:

                	
                  Shulin
                    Liu

                	 
	 	
                  [Name;
                    Title] 

                	 
	 	 	 
	
                   

                	
                  Chief
                    Executive Officer

                	 


        

        


        


        VICTORY
          DIVIDE MINING COMPANY

        


        
          	
                  By:

                	
                  Glenn
                    A. Little

                	 
	 	 	 
	 	
                  [Name;
                    Title] 

                	 
	
                   

                	
                  Chief
                    Executive Officer

                	 


        

        

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          

        

         

        EXHIBIT
          A

        


        Securities
          Purchase Agreement

         

        
          Please
            refer to Exhibit 10.2 of the Form 8-K

          
 

          
            
              
                
                

              

              
                26

                
                  

                

              

              
                
                

              

            

          

        

         

        EXHIBIT
          B

        


        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

                  	 
	
                    Winner
                      State International Limited 

                  	 	 	 	 	 	
                    18,200,000

                  	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                     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

                  	 
	
                    Vision
                      Opportunity Master Fund, Ltd.

                  	 	
                    $

                  	
                    8,000,000.00

                  	 	 	
                    525,000

                  	 	 	
                    3,720,930

                  	 	 	
                    3,382,664

                  	 	 	
                    3,720,930

                  	 	 	
                    1,860,465

                  	 
	
                    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

                  	 
	
                    Vicis
                      Capital Master Fund

                  	 	
                    $

                  	
                    4,500,000.00

                  	 	 	 	 	 	
                    2,093,023

                  	 	 	
                    1,902,748

                  	 	 	
                    2,093,023

                  	 	 	
                    1,046,512

                  	 
	
                    Precept
                      Capital Master Fund, GP

                  	 	
                    $

                  	
                    500,000.00

                  	 	 	 	 	 	
                    232,558

                  	 	 	 	 	 	
                    232,558

                  	 	 	
                    116,279

                  	 
	
                    Penn
                      Footwear

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	 	 	 	
                    116,279

                  	 	 	 	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 
	
                    Crescent
                      International Ltd.

                  	 	
                    $

                  	
                    300,000.00

                  	 	 	 	 	 	
                    139,535

                  	 	 	 	 	 	
                    139,535

                  	 	 	
                    69,767

                  	 
	
                    Benefit
                      Grand Investments Limited

                  	 	
                    $

                  	
                    500,000.00

                  	 	 	 	 	 	
                    232,558

                  	 	 	 	 	 	
                    232,558

                  	 	 	
                    116,279

                  	 
	
                    Golden
                      Bridge Asset Management

                  	 	
                    $

                  	
                    1,000,000.00

                  	 	 	 	 	 	
                    465,116

                  	 	 	 	 	 	
                    465,116

                  	 	 	
                    232,558

                  	 
	
                    Leland
                      C Ackerley

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	 	 	 	
                    116,279

                  	 	 	 	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 
	
                    Newberg
                      Road Partners, LP

                  	 	
                    $

                  	
                    250,000.00

                  	 	 	 	 	 	
                    116,279

                  	 	 	 	 	 	
                    116,279

                  	 	 	
                    58,140

                  	 
	
                    Kuhns
                      Brothers Securities, Inc.

                  	 	 	 	 	 	
                    487,500

                  	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Public
                      Shareholders//Glenn Little

                  	 	 	 	 	 	
                    487,500

                  	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Mass
                      Harmony Assets

                  	 	 	 	 	 	
                    300,000

                  	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Totals

                  	 	
                    $

                  	
                    21,500,000

                  	 	 	
                    20,000,000

                  	 	 	
                    10,000,000

                  	 	 	
                    7,801,268

                  	 	 	
                    10,000,000

                  	 	 	
                    5,000,000

                  	 


          

           

          

            
              	
                      Yanglin
                        Capitalization Table  

                    	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Post
                        Deal Shares in Victory Divide Mining Company  

                    	 	 	 	 	 	 	 	 	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                       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 

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      91.00

                    	
                      %

                    	 	
                      60.67

                    	
                      %

                    	 	
                      24.66

                    	
                      %

                    
	
                       Beneficial
                        Ownership

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Shulin
                        Liu

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Huanqin
                        Ding

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Investors

                    	 	 	
                      7,801,268

                    	 	 	
                      7,801,268

                    	 	 	
                      3,900,634

                    	 	 	
                      0

                    	 	 	
                      0

                    	 	 	
                      2.63

                    	
                      %

                    	 	
                      35.08

                    	
                      %

                    	 	
                      71.58

                    	
                      %

                    
	
                      Vision
                        Opportunity Master Fund, Ltd.

                    	 	 	
                      3,382,664

                    	 	 	
                      3,382,664

                    	 	 	
                      1,691,332

                    	 	 	 	 	 	 	 	 	
                      2.63

                    	
                      %

                    	 	
                      14.15

                    	
                      %

                    	 	
                      29.36

                    	
                      %

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

                    	 	 	
                      2,515,856

                    	 	 	
                      2,515,856

                    	 	 	
                      1,257,928

                    	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      9.22

                    	
                      %

                    	 	
                      21.31

                    	
                      %

                    
	
                      Vicis
                        Capital Master Fund

                    	 	 	
                      1,902,748

                    	 	 	
                      1,902,748

                    	 	 	
                      951,374

                    	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      6.98

                    	
                      %

                    	 	
                      16.11

                    	
                      %

                    
	
                      Precept
                        Capital Master Fund, GP

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      0.78

                    	
                      %

                    	 	
                      0.79

                    	
                      %

                    
	
                      Penn
                        Footwear

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      0.39

                    	
                      %

                    	 	
                      0.39

                    	
                      %

                    
	
                      Crescent
                        International Ltd.

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      0.47

                    	
                      %

                    	 	
                      0.47

                    	
                      %

                    
	
                      Benefit
                        Grand Investments Limited

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      0.78

                    	
                      %

                    	 	
                      0.79

                    	
                      %

                    
	
                      Golden
                        Bridge Asset Management

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      1.55

                    	
                      %

                    	 	
                      1.58

                    	
                      %

                    
	
                      Leland
                        C Ackerley

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      0.39

                    	
                      %

                    	 	
                      0.39

                    	
                      %

                    
	
                      Newberg
                        Road Partners, LP

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      0.00

                    	
                      %

                    	 	
                      0.39

                    	
                      %

                    	 	
                      0.39

                    	
                      %

                    
	
                      Kuhns
                        Brothers Securities, Inc.

                    	 	 	 	 	 	 	 	 	 	 	 	
                      1,000,000

                    	 	 	 	 	 	
                      2.44

                    	
                      %

                    	 	
                      1.63

                    	
                      %

                    	 	
                      2.02

                    	
                      %

                    
	
                      Public
                        Shareholders//Glenn Little

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      2.44

                    	
                      %

                    	 	
                      1.63

                    	
                      %

                    	 	
                      0.66

                    	
                      %

                    
	
                      Mass
                        Harmony Assets

                    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                      500,000

                    	 	 	
                      1.50

                    	
                      %

                    	 	
                      1.00

                    	
                      %

                    	 	
                      1.08

                    	
                      %

                    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                      Totals

                    	 	 	
                      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

                    	 


            

          

        


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        


         

        Schedule
          2.2

        


        Outstanding
          Options, Warrants, Rights, etc. to Acquire VICTORY DIVIDE Capital Stock
          

        


        


        None.


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


         

        Schedule
          2.3

        


        Subsidiaries
          and Equity Interests of VICTORY DIVIDE

        


        None.


        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        


        Schedule
          2.10 

        


        VICTORY
          DIVIDE Dividends, Distributions, Redemptions, etc. 

        


        None.


        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        


        Schedule
          3.3(a)

        


        Subsidiaries
          and Equity Interests of Faith Winner 

        


        


        Faith
          Winner owns all the equity interest of Faith Winner (Jixian) Agriculture
          Development Company Limited (“WFOE”), a company incorporated under the laws of
          the People’s Republic of China (“PRC”). WFOE has entered into a series of
          contractual agreements with Heilongjiang Yanglin Soybean Group Co., Ltd
          (“Yanglin”), a company incorporated under the laws of the PRC, which essentially
          gives WFOE control over Yanglin’s business and management as if Yanglin were a
          wholly-owned subsidiary of WFOE. 

        


        Sun
          Wu
          Lian Kai Soybean Processing Co., Ltd, has never been and is not a subsidiary
          or
          affiliated company of Yanglin.

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        

         

        Schedule
          3.3(b)

        


        Subsidiaries
          and Equity Interests of Faith Winner

        


        Refer
          to
          Schedule 3.3(a).


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


        Schedule
          3.7

        


        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 VICTORY
          DIVIDE
          post-private placement (including the underlying common stock of the Series
          A
          Preferred Stock) and warrants to purchase Common Stock 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. 500,000 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. 

        


        


        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.


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


        Section
          6.7

        


        Employment
          Contracts, Confidentiality, and Non-competition agreements and 

        Non-compete
          Undertaking Letters