Unassociated Document


    
      EXHIBIT
        4.6

       

      WARRANT

       

      NEITHER
        THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF
        THIS
        WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
        AND
        THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES
        ACT”).
        THIS
        WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
        BE
        OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER
        THE
        SECURITIES ACT OR UNLESS SUCH OFFER, SALE OR TRANSFER IS EXEMPT FROM SUCH
        REGISTRATION.

      


       

      SERIES
        E
        WARRANT TO PURCHASE

       

      SHARES
        OF
        COMMON STOCK

       

      OF

       

      VICTORY
        DIVIDE MINING COMPANY

       

      Expires
        October 2, 2012

      

        
          	
                  No.:
                    W- E - 

                	
                  Number
                    of Shares: _______

                
	
                  Date
                    of Issuance: October 3, 2007

                	 
	 	 


        

      

      VICTORY
        DIVIDE MINING COMPANY,
        a
        Nevada corporation (the “Company”),
        hereby certifies that ________________,
        its
        permissible transferees, designees, successors and assigns (collectively,
        the
“Holder”),
        for
        value received, is entitled to purchase from the Company at any time commencing
        on the Effective Date (as hereinafter defined), and terminating on the fifth
        anniversary of the Date of Issuance of this Warrant (the “Termination
        Date”)
        ____________
        shares
        (each, a “Share”
and
        collectively the “Shares”)
        of the
        Company’s common stock, $.001 par value per Share (the “Common
        Stock”),
        at an
        exercise price $2.58 per Share (the “Exercise
        Price”).
        The
        number of Shares purchasable hereunder and the Exercise Price are subject
        to
        adjustment as provided in Section 4 hereof. 

      
      

      
        	 	
                1.

              	
                Exercise
                  of Warrant.

              


      

       

      The
        purchase right represented by this Common Stock Warrant (this "Warrant")
        is
        exercisable, in whole or in part, at any time and from time to time from
        and
        after the Effective Date through and including the Termination
        Date.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Upon
        presentation and surrender of this Warrant, accompanied by a completed Election
        to Purchase in the form attached hereto as Exhibit
        A
        (the
“Election
        to Purchase”)
        duly
        executed, at the principal office of the Company (or such other office or
        agency
        of the Company as the Company may designate to the Holder) together with
        a check
        payable to, or wire transfer to, the Company in the amount of the Exercise
        Price
        multiplied by the number of Shares being purchased, the Company or the Company’s
        transfer agent, as the case may be, shall within three (3) business days
        deliver
        to the Holder hereof certificates of fully paid and non-assessable Common
        Stock
        which in the aggregate represent the number of Shares being purchased. The
        certificates so delivered shall be in such denominations as may be requested
        by
        the Holder and shall be registered in the name of the Holder or such other
        name
        as shall be designated by the Holder. All or less than all of the purchase
        rights represented by this Warrant may be exercised and, in case of the exercise
        of less than all, the Company, upon surrender hereof, will at the Company’s
        expense deliver to the Holder a new warrant entitling said holder to purchase
        the number of Shares represented by this Warrant which have not been exercised.
        This Warrant may only be exercised to the extent the Company has a sufficient
        number of Shares of Common Stock available for issuance at the time of any
        exercise. 

      


      
        	 	
                2.

              	
                 Warrant.

              


      

       

      a. Exchange,
        Transfer and Replacement.
        At any
        time prior to the exercise hereof, this Warrant may be exchanged upon
        presentation and surrender to the Company, alone or with other warrants of
        like
        tenor of different denominations registered in the name of the same Holder,
        for
        another warrant or warrants of like tenor in the name of such Holder exercisable
        for the aggregate number of Shares as the warrant or warrants
        surrendered.

       

      b. Replacement
        of Warrant.
        Upon
        receipt of evidence reasonably satisfactory to the Company of the loss, theft,
        destruction, or mutilation of this Warrant and, in the case of any such loss,
        theft, or destruction, upon delivery of an indemnity agreement reasonably
        satisfactory in form and substance to the Company, or, in the case of any
        such
        mutilation, upon surrender and cancellation of this Warrant, the Company,
        at its
        expense, will execute and deliver in lieu thereof, a new Warrant of like
        tenor.

       

      c. Cancellation;
        Payment of Expenses.
        Upon
        the surrender of this Warrant in connection with any transfer, exchange or
        replacement as provided in this Section 2, this Warrant shall be promptly
        canceled by the Company. The Holder shall pay all taxes and all other expenses
        (including legal expenses, if any, incurred by the Holder or transferees)
        and
        charges payable in connection with the preparation, execution and delivery
        of
        Warrants pursuant to this Section 2. 

       

      d. Warrant
        Register.
        The
        Company shall maintain, at its principal executive offices (or at the offices
        of
        the transfer agent for the Warrant or such other office or agency of the
        Company
        as it may designate by notice to the holder hereof), a register for this
        Warrant
        (the “Warrant Register”), in which the Company shall record the name and address
        of the person in whose name this Warrant has been issued, as well as the
        name
        and address of each transferee and each prior owner of this
        Warrant.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                3.

              	
                Rights
                  and Obligations of Holders of this Warrant.
                  The Holder of this Warrant shall not, by virtue hereof, be entitled
                  to any
                  rights of a stockholder in the Company, either at law or in equity;
                  provided,
                  however,
                  that in the event any certificate representing shares of Common
                  Stock or
                  other securities is issued to the holder hereof upon exercise of
                  this
                  Warrant, such holder shall, for all purposes, be deemed to have
                  become the
                  holder of record of such Common Stock on the date on which this
                  Warrant,
                  together with a duly executed Election to Purchase, was surrendered
                  and
                  payment of the aggregate Exercise Price was made, irrespective
                  of the date
                  of delivery of such Common Stock
                  certificate.

              


      

       

      
        	 	
                4.

              	
                Adjustments.
                  

              


      

       

      a. Stock
        Dividends, Reclassifications, Recapitalizations, Etc.
        In the
        event that after the Effective Date the Company: (i) pays a dividend in
        Common Stock or makes a distribution in Common Stock, (ii) subdivides its
        outstanding Common Stock into a greater number of shares, (iii) combines
        its outstanding Common Stock into a smaller number of shares or
        (iv) increases or decreases the number of shares of Common Stock
        outstanding by reclassification of its Common Stock (including a
        recapitalization in connection with a consolidation or merger in which the
        Company is the continuing corporation), then (1) the Exercise Price on the
        record date of such division or distribution or the effective date of such
        action shall be adjusted by multiplying such Exercise Price by a fraction,
        the
        numerator of which is the number of shares of Common Stock outstanding
        immediately before such event and the denominator of which is the number
        of
        shares of Common Stock outstanding immediately after such event, and
        (2) the number of shares of Common Stock for which this Warrant may be
        exercised immediately before such event shall be adjusted by multiplying
        such
        number by a fraction, the numerator of which is the Exercise Price immediately
        before such event and the denominator of which is the Exercise Price immediately
        after such event.

       

      b. Cash
        Dividends and Other Distributions.
        In the
        event that at any time or from time to time the Company shall distribute
        to all
        holders of Common Stock (i) any dividend or other distribution of cash,
        evidences of its indebtedness, shares of its capital stock or any other
        properties or securities or (ii) any options, warrants or other rights to
        subscribe for or purchase any of the foregoing (other than in each case,
        (w) the issuance of any rights under a shareholder rights plan,
        (x) any dividend or distribution described in Section 4(a), (y) any
        rights, options, warrants or securities described in Section 4(c) and (z)
        any
        cash dividends or other cash distributions from current or retained earnings),
        then the number of shares of Common Stock issuable upon the exercise of this
        Warrant shall be increased to a number determined by multiplying the number
        of
        shares of Common Stock issuable upon the exercise of this Warrant immediately
        prior to the record date for any such dividend or distribution by a fraction,
        the numerator of which shall be such Current Market Value (as hereinafter
        defined) per share of Common Stock on the record date for such dividend or
        distribution, and the denominator of which shall be such Current Market Value
        per share of Common Stock on the record date for such dividend or distribution
        less the sum of (x) the amount of cash, if any, distributed per share of
        Common
        Stock and (y) the fair value (as determined in good faith by the Board of
        Directors of the Company, whose determination shall be evidenced by a board
        resolution, a copy of which will be sent to the Holders upon request) of
        the
        portion, if any, of the distribution applicable to one share of Common Stock
        consisting of evidences of indebtedness, shares of stock, securities, other
        property, warrants, options or subscription or purchase rights; and the Exercise
        Price shall be adjusted to a number determined by dividing the Exercise Price
        immediately prior to such record date by the above fraction. Such adjustments
        shall be made whenever any distribution is made and shall become effective
        as of
        the date of distribution, retroactive to the record date for any such
        distribution. No adjustment shall be made pursuant to this Section 4(b) which
        shall have the effect of decreasing the number of shares of Common Stock
        issuable upon exercise of this Warrant or increasing the Exercise Price.
        

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      c. Combination;
        Liquidation.
        (i) In the event of a Combination (as defined below), each Holder shall
        have the right to receive upon exercise of the Warrant the kind and amount
        of
        shares of capital stock or other securities or property which such Holder
        would
        have been entitled to receive upon or as a result of such Combination had
        such
        Warrant been exercised immediately prior to such event (subject to further
        adjustment in accordance with the terms hereof). Unless paragraph (ii) is
        applicable to a Combination, the Company shall provide that the surviving
        or
        acquiring Person (the “Successor Company”) in such Combination will assume by
        written instrument the obligations under this Section 4 and the obligations
        to deliver to the Holder such shares of stock, securities or assets as, in
        accordance with the foregoing provisions, the Holder may be entitled to acquire.
        “Combination”
means
        an event in which the Company consolidates with, mergers with or into, or
        sells
        all or substantially all of its assets to another Person, where “Person” means
        any individual, corporation, partnership, joint venture, limited liability
        company, association, joint-stock company, trust, unincorporated organization,
        government or any agency or political subdivision thereof or any other entity;
        (ii) In the event of (x) a Combination where consideration to the holders
        of
        Common Stock in exchange for their shares is payable solely in cash or (y)
        the
        dissolution, liquidation or winding-up of the Company, the Holders shall
        be
        entitled to receive, upon surrender of their Warrant, distributions on an
        equal
        basis with the holders of Common Stock or other securities issuable upon
        exercise of the Warrant, as if the Warrant had been exercised immediately
        prior
        to such event, less the Exercise Price. In case of any Combination described
        in
        this Section 4, the surviving or acquiring Person and, in the event of any
        dissolution, liquidation or winding-up of the Company, the Company, shall
        deposit promptly with an agent or trustee for the benefit of the Holders of
        the
        funds, if any, necessary to pay to the Holders the amounts to which they
        are
        entitled as described above. After such funds and the surrendered Warrant
        are
        received, the Company is required to deliver a check in such amount as is
        appropriate (or, in the case or consideration other than cash, such other
        consideration as is appropriate) to such Person or Persons as it may be directed
        in writing by the Holders surrendering such Warrant.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      d. Notice
        of Certain Transactions.
        In the
        event that the Company shall propose (a) to pay any dividend payable in
        securities of any class to the holders of its Common Stock or to make any
        other
        non-cash dividend or distribution to the holders of its Common Stock,
        (b) to offer the holders of its Common Stock rights to subscribe for or to
        purchase any securities convertible into shares of Common Stock or shares
        of
        stock of any class or any other securities, rights or options, (c) to
        effect any capital reorganization, reclassification, consolidation or merger
        affecting the class of Common Stock, as a whole, or (d) to effect the
        voluntary or involuntary dissolution, liquidation or winding-up of the Company,
        the Company shall, within the time limits specified below, send to each Holder
        a
        notice of such proposed action or offer. Such notice shall be mailed to the
        Holders at their addresses as they appear in the Warrant Register (as defined
        in
        Section 2(d)),
        which
        shall specify the record date for the purposes of such dividend, distribution
        or
        rights, or the date such issuance or event is to take place and the date
        of
        participation therein by the holders of Common Stock, if any such date is
        to be
        fixed, and shall briefly indicate the effect of such action on the Common
        Stock
        and on the number and kind of any other shares of stock and on other property,
        if any, and the number of shares of Common Stock and other property, if any,
        issuable upon exercise of each Warrant and the Exercise Price after giving
        effect to any adjustment pursuant to Section 4 which will be required as a
        result of such action. Such notice shall be given as promptly as possible
        and
        (x) in the case of any action covered by clause (a) or (b) above, at least
        ten
        (10) days prior to the record date for determining holders of the Common
        Stock
        for purposes of such action or (y) in the case of any other such action,
        at
        least twenty (20) days prior to the date of the taking of such proposed action
        or the date of participation therein by the holders of Common Stock, whichever
        shall be the earlier.

       

      e. Current
        Market Value.“Current
        Market Value”
per
        share of Common Stock or any other security at any date means (i) if the
        security is not registered under the Securities Exchange Act of 1934 and/or
        traded on a national securities exchange, quotation system or bulletin board,
        as
        amended (the “Exchange
        Act”),
        (a)
        the value of the security, determined in good faith by the Board of Directors
        of
        the Company and certified in a board resolution, based on the most recently
        completed arm’s-length transaction between the Company and a Person other than
        an affiliate of the Company or between any two such Persons and the closing
        of
        which occurs on such date or shall have occurred within the six-month period
        preceding such date, or (b) if no such transaction shall have occurred within
        the six-month period, the value of the security as determined by an independent
        financial expert or an agreed upon financial valuation model or (ii) if the
        security is registered under the Exchange Act and/or traded on a national
        securities exchange, quotation system or bulletin board, the average of the
        daily closing bid prices (or the equivalent in an over-the-counter market)
        for
        each day on which the Common Stock is traded for any period on the principal
        securities exchange or other securities market on which the common Stock
        is
        being traded (each, a “Trading
        Day”)
        during
        the period commencing thirty (30) days before such date and ending on the
        date
        one day prior to such date.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                5.

              	
                Fractional
                  Shares.
                  In lieu of issuance of a fractional share upon any exercise hereunder,
                  the
                  Company will pay the cash value of that fractional share, calculated
                  on
                  the basis of the Exercise Price. 

              


      

       

      
        	 	
                6.

              	
                Legends.
                  Prior to issuance of the shares of Common Stock underlying this
                  Warrant,
                  all such certificates representing such shares shall bear a restrictive
                  legend to the effect that the Shares represented by such certificate
                  have
                  not been registered under the 1933 Act, and that the Shares may
                  not be
                  sold or transferred in the absence of such registration or an exemption
                  therefrom, such legend to be substantially in the form of the bold-face
                  language appearing at the top of Page 1 of this Warrant.
                  

              


      

       

      
        	 	
                7.

              	
                Disposition
                  of Warrants or Shares.
                  The Holder of this Warrant, each transferee hereof and any holder
                  and
                  transferee of any Shares, by his or its acceptance thereof, agrees
                  that no
                  public distribution of Warrants or Shares will be made in violation
                  of the
                  provisions of the Securities Act of 1933, as amended. Furthermore,
                  it
                  shall be a condition to the transfer of this Warrant that any transferee
                  thereof deliver to the Company his or its written agreement to
                  accept and
                  be bound by all of the terms and conditions contained in this Warrant.
                  All
                  Warrants issued on transfers or exchanges shall be dated the Date
                  of
                  Issuance of this Warrant and shall be identical with this Warrant
                  except
                  as to the number of shares of Warrant Stock issuable pursuant thereto.
                  “Warrant
                  Stock”
                  means Common Stock issuable upon exercise of any Warrant or Warrants
                  or
                  otherwise issuable pursuant to any Warrant or
                  Warrants.

              


      

       

      
        	 	
                8.

              	
                Merger
                  or Consolidation.
                  The Company will not merge or consolidate with or into any other
                  corporation, or sell or otherwise transfer its property, assets
                  and
                  business substantially as an entirety to another corporation, unless
                  the
                  corporation resulting from such merger or consolidation (if not
                  the
                  Company), or such transferee corporation, as the case may be, shall
                  assume
                  the performance and observance of this Warrant to be performed
                  and
                  observed by the Company.

              


      

       

      
        	 	
                9.

              	
                Notices.
                  Any and all notices or other communications or deliveries required
                  or
                  permitted to be provided hereunder shall be in writing and shall
                  be deemed
                  given and effective on the earlier of (i) the date of transmission,
                  if
                  such notice or communication is delivered via facsimile at the
                  facsimile
                  telephone number specified for notice prior to 5:00 p.m., eastern
                  time, on
                  a Trading Day, (ii) the Trading Day after the date of transmission,
                  if
                  such notice or communication is delivered via facsimile at the
                  facsimile
                  telephone number specified for notice later than 5:00 p.m., eastern
                  time,
                  on any date and earlier than 11:59 p.m., eastern time, on such
                  date, (iii)
                  the Trading Day following the date of mailing, if sent by overnight
                  delivery by a nationally recognized overnight courier service or
                  (iv)
                  actual receipt by the party to whom such notice is required to
                  be given.
                  The addresses for such communications shall be with respect to
                  the Holder
                  of this Warrant or of Warrant Stock issued pursuant hereto, addressed
                  to
                  such Holder at its last known address or facsimile number appearing
                  on the
                  books of the Issuer maintained for such purposes, or with respect
                  to the
                  Issuer, addressed to::

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      If
        to the Company:

       

      Victory
        Divide Mining Company

      c/o
        Heilongjiang Yanglin Soybean Group

      No.
        99
        Fanrong Street 

      Jixian
        Town Heilongjiang 

      People’s
        Republic of China 155900  

      Fax:
        86-469-469-3000 

      Email: kingbode1@163.com

      


      with
        a
        copy (which copy shall not constitute notice to the Issuer) to: 

      


      Guzov
        Ofsink, LLC

      600
        Madison Avenue, 14th Floor

      New
        York,
        New York 10022

      Attention:
        Darren Ofsink

      Tel.
        No.:
        (212) 371-8008

      Fax
        No.:
        (212) 688-7273

      


      Any
        party
        hereto may from time to time change its address for notices by giving at
        least
        ten (10) days written notice of such changed address to the other party hereto.
        Notwithstanding the time of effectiveness of notices set forth in this Section,
        an Election to Purchase shall not be deemed effectively given until it has
        been
        duly completed and submitted to the Company together with this original Warrant
        and payment of the Exercise Price in a manner set forth in this
        Section.

      


      
        	 	
                10.

              	
                Governing
                  Law.
                  This Warrant shall be governed by and construed in accordance with
                  the
                  laws of the State of Nevada applicable to contracts made and to
                  be
                  performed in the State of Nevada. 

              


      

       

      
        	 	
                11.

              	
                Successors
                  and Assigns.
                  This Warrant shall be binding upon and shall inure to the benefit
                  of the
                  parties hereto and their respective successors and
                  assigns.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                12.

              	
                Headings.
                  The headings of various sections of this Warrant have been inserted
                  for
                  reference only and shall not affect the meaning or construction
                  of any of
                  the provisions hereof.

              


      

       

      
        	 	
                13.

              	
                Severability.
                  If any provision of this Warrant is held to be unenforceable under
                  applicable law, such provision shall be excluded from this Warrant,
                  and
                  the balance hereof shall be interpreted as if such provision were
                  so
                  excluded.

              


      

       

      
        	 	
                14.

              	
                Modification
                  and Waiver.
                  This Warrant and any provision hereof may be amended, waived, discharged
                  or terminated only by an instrument in writing signed by the Company
                  and
                  the Holder. 

              


      

       

      
        	 	
                15.

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

              


      

       

      
        	 	
                16.

              	
                Assignment.
                  Subject to prior written approval by the Company, this Warrant
                  may be
                  transferred or assigned, in whole or in part, at any time and from
                  time to
                  time by the then Holder by submitting this Warrant to the Company
                  together
                  with a duly executed Assignment in substantially the form and substance
                  of
                  the Form of Assignment which accompanies this Warrant, as Exhibit B
                  hereto, and, upon the Company’s receipt hereof, and in any event, within
                  three (3) business days thereafter, the Company shall issue a warrant
                  to
                  the Holder to evidence that portion of this Warrant, if any as
                  shall not
                  have been so transferred or assigned.


              


      

       

      


       

      (signature
        page immediately follows)

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
        manually or by facsimile, by one of its officers thereunto duly
        authorized.


       

      
        	
                 

                 

                 

                Date:
                  October 3, 2007

              	
                VICTORY
                  DIVIDE MINING COMPANY

                 

                 

                By:
                  __/s/
                  Shulin Liu___________

                Name: Shulin
                  Liu

                Title: Chief
                  Executive Officer