Unassociated Document


    


    SHARE
      EXCHANGE AGREEMENT

    


    


    


    


    by
      and among

    


    ZHANG
      ZE

    


    INNOMIND
      GROUP LIMITED

    


    and

    


    JADE
      MOUNTAIN CORPORATION

     

    


     

    


     

    


    dated
      as of October 5, 2007


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SHARE
      EXCHANGE AGREEMENT

    


    SHARE
      EXCHANGE AGREEMENT,
      dated
      as of October 5, 2007 (this “Agreement”)
      by and
      among Zhang
      Ze,
      an individual (“Zhang”),
      Innomind Group Limited, a British Virgin Islands company (“Innomind”),
      Jade
      Mountain Corporation, a Nevada corporation (“JMC”).
      

     

    WHEREAS,
      Zhang
      owns 100% of the issued and outstanding capital stock of Innomind, such capital
      stock being hereinafter referred to as the “Innomind
      Shares”;
      and

     

    WHEREAS,
      (i)
      Zhang and Innomind believe it is in their respective best interests for Zhang
      to
      exchange the Innomind Shares for 17,899,643 shares (the “JMC
      Shares”)
      of
      original issue common stock, par value $.0001 per share, of JMC (“Common
      Stock”),
      and
      (ii) JMC believes it is in JMC’s best interest to acquire the Innomind Shares in
      exchange for the JMC 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) JMC shall acquire 100% of the Innomind
      Shares in exchange solely for the amount of JMC 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 JMC, Innomind, Dalian RINO Environment
      Engineering Science & Technology Co., Ltd., and the investors named therein
      (the “Investors”)
      substantially in the form set forth as Exhibit
      A
      hereto
      (the “Securities
      Purchase Agreement”),
      JMC
      intends to enter into a private placement with accredited investors whereby,
      in
      consideration of $24,480,319 in gross private placement proceeds, JMC will
      issue
      to the Investors 5,464,357 shares of JMC Common Stock (the “Private
      Placement”);
      and


     

    WHEREAS,
      On
      August 31, 2007, JMC’s Board of Directors authorized a one hundred (100) shares
      for one (1) share forward split of JMC’s issued and outstanding Common Stock
      (the “Forward
      Split”);
      and

     

    WHEREAS,
      immediately prior to the Share Exchange, not more than 491,000 shares of JMC’s
      Common Stock (giving effect to the Forward Split) shall be issued and
      outstanding; and 

     

    WHEREAS,
      the
      parties hereto agree that the capitalization table upon which the transactions
      contemplated by this Agreement and the Private Placement are based is set forth
      as Exhibit
      B
      hereto.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


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

     

    ARTICLE
      I

     

    EXCHANGE
      OF SHARES FOR COMMON STOCK

     

    Section
      1.1 Agreement
      to Exchange Innomind Shares for JMC Shares.
      On the
      Closing Date (as hereinafter defined) and upon the terms and subject to the
      conditions set forth in this Agreement, Zhang shall assign, transfer, convey
      and
      deliver the Innomind Shares to JMC, and in consideration and exchange therefor
      JMC shall assign, transfer, convey and deliver the JMC Shares to Zhang.


    


    Section
      1.2 Capitalization
      at the Closing.
      On the
      Closing Date, immediately before the consummation of the Share Exchange, JMC
      shall have as authorized capital stock a total of 10,000,000,000 shares of
      Common Stock, par value $.0001 per share, of which not more than 491,000 shares
      (giving effect to the Forward Split) shall be issued and outstanding, and
      50,000,000 shares of undesignated preferred stock, par value $.0001 per share,
      of which no shares shall be issued and outstanding

    


    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) Zhang shall deliver to JMC the stock certificates together
      representing one hundred percent (100%) of the Innomind Shares, duly endorsed
      in
      blank for transfer or accompanied by appropriate stock powers duly executed
      in
      blank; (ii) in full consideration and exchange for the Innomind Shares, JMC
      shall issue and deliver to Zhang a stock certificate representing all of the
      JMC
      Shares; (iii) Zhang shall deliver to JMC documentary evidence satisfactory
      to
      counsel for JMC that The Innomind Trust has been duly and validly established
      and is validly subsisting under the laws of the British Virgin Islands; (iv)
      immediately upon the issuance and delivery of the JMC Shares to Zhang, Zhang
      shall convey, transfer and assign the JMC Shares, together with all of his
      right, title and interest in and to the JMC Shares, to The Innomind Trust,
      a
      British Virgin Islands trust, to be held by the trustee thereunder for the
      benefit of Zou Dejun and Qiu Jianping, each a resident of the Peoples’ Republic
      of China (the “Trust
      Conveyance”);
      and
      (v) The Innomind Trust, or the trustee thereunder, shall deliver to JMC
      documentary evidence satisfactory to counsel for JMC that the Trust Conveyance
      has been consummated. 



    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    ARTICLE
      II

    


    THE
      INNOMIND TRUST

    


    Section
      2.1 Organization.
      Prior
      to the Closing Date Zhang shall establish, organize and settle The Innomind
      Trust in accordance with the laws of the British Virgin Islands, and in
      connection therewith take all actions and do or cause to be done all things
      necessary under such laws for The Innomind Trust and the trustee thereunder
      to
      take title to the JMC Shares pursuant to Section 1.3(b) of this Agreement and
      otherwise conduct its affairs in accordance with the Settlement (the
“Trust Settlement”)
      of
      said Trust substantially in the form annexed hereto as Exhibit
      C.
      

    


    ARTICLE
      III

    


    REPRESENTATIONS
      AND WARRANTIES OF JMC 

    


    JMC
      hereby represents, warrants and agrees that the statements in the following
      subsections of this Article III 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

    


    (a) JMC
      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 JMC 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 JMC (a "JMC
      Material Adverse Effect");
      

    


    (b) Copies
      of
      the Articles of Incorporation and By-laws of JMC, with all amendments thereto
      to
      the date hereof, have been furnished to Zhang and Innomind, and such copies
      are
      accurate and complete as of the date hereof. The minute books of JMC are current
      as required by law, contain the minutes of all meetings of the Board of
      Directors and shareholders of JMC 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 JMC.

    


    Section
      3.2 Capitalization
      of JMC.

     

    (a)
      On
      the Closing Date, immediately before the consummation of the Share Exchange
      and
      giving effect to the Forward Split, the entire authorized capital stock of
      JMC
      shall consist of: (i) 10,000,000,000 shares of Common Stock, par value $.0001
      per share, of which not more than 491,000 shares shall be issued and
      outstanding, and (ii) 50,000,000 shares of “blank check” preferred stock, par
      value $.0001 per share, of which no shares shall be issued and
      outstanding.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (b)
      The
      issuance of the JMC 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 JMC 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. 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 JMC’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 JMC or any Common Stock, or any voting trusts, proxies
      or
      other agreements or understandings with respect to the voting of JMC’s capital
      stock. 

    


    Section
      3.3 Subsidiaries
      and Equity Investments.
      JMC
      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 direct or indirect Subsidiary of JMC. 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. 

     

    Section
      3.4 Authorization
      and Validity of Agreements.
      JMC 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 JMC and is enforceable against JMC in accordance with its terms,
      except as such enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, liquidation or similar laws relating
      to,
      or affecting generally the enforcement of, creditors’ rights or by other
      equitable principles of general applicability. JMC need not 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 JMC Shares. The execution and delivery of
      this Agreement by JMC, and the consummation by JMC of the transactions
      contemplated hereby, have been duly authorized by all necessary corporate action
      of JMC, and no other corporate proceedings on the part of JMC are necessary
      to
      authorize this Agreement or to consummate the transactions contemplated
      hereby.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    Section 3.5 No
      Conflict or Violation.
      Neither
      the execution and delivery of this Agreement by JMC, nor the consummation by
      JMC
      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 JMC is subject, or any provision
      of JMC’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 JMC 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 JMC’s assets, including without limitation the JMC Shares. 

    


    Section
      3.6 Material
      Agreements.
      JMC is
      not a party to or bound by any contracts, including, but not limited to,
      any:

    


    
      	 	
              a.

            	
              employment,
                advisory or consulting contract;

            


    

    


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

    


    Section
      3.8 Disclosure.
      This
      Agreement and any certificate attached hereto or delivered in accordance with
      the terms hereby by or on behalf of JMC 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.



    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    Section
      3.9 Litigation;
      Compliance with Laws.
      There
      is no action, suit, proceeding or investigation pending or, to the best
      knowledge of JMC, currently threatened against JMC that may affect the validity
      of this Agreement or the right of JMC 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 JMC, currently
      threatened against JMC 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 JMC or any of its Subsidiaries. JMC 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 JMC currently pending or which JMC intends
      to initiate. JMC 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 Securities and Exchange Commission (the
“SEC”),
      or
      the securities laws and rules and regulations of any state. JMC 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
      JMC 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
      3.10 Financial
      Statements; SEC Filings.

     

    (a)
      JMC’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 JMC 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, JMC has no
      material liabilities (contingent or otherwise). JMC is not a guarantor or
      indemnitor of any indebtedness of any other person, firm or corporation. JMC
      maintains and will continue to maintain until the Closing a standard system
      of
      accounting established and administered in accordance with U.S.
      GAAP.

    


    (b)
      (i)
      JMC 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 JMC’s registration statement on Form 10-SB filed with the SEC on April 5,
      2007 (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 JMC as of such dates and the results of
      operations of JMC 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 JMC there is no event, fact or circumstance that
      would
      cause any certification signed by any officer of JMC 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 JMC 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 JMC’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 JMC or its Common Stock.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    (c)
      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
      3.10:
      (i)
      there has 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 JMC); (ii) JMC has not incurred any liabilities,
      contingent or otherwise, other than professional fees, which are accurately
      disclosed in the Public Reports; (iii) except for the Forward Split, JMC 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 (iv) JMC
      has not made any loan, advance or capital contribution to or investment in
      any
      person or entity. 

    


    Section
      3.11 Books
      and Financial Records.
      All the
      accounts, books, registers, ledgers, Board minutes and financial and other
      material records of whatsoever kind of JMC 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
      JMC.

    


    Section
      3.12 Employee
      Benefit Plans.
      JMC
      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
      3.13 Tax
      Returns, Payments and Elections.
      JMC 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 JMC has timely paid all Taxes due. JMC 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.



    
      
         

      

      
        8

        
          

        

      

      
         

      

    


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

    


    Section
      3.15 Survival.
      Each of
      the representations and warranties set forth in this Article III shall be deemed
      represented and made by JMC 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

    


    REPRESENTATIONS
      AND WARRANTIES OF ZHANG AND INNOMIND

    


    Unless
      otherwise provided below, Zhang and Innomind hereby jointly and severally
      represent, warrant and agree that the statements in the following subsections
      of
      this Article IV 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
      4.1 Corporate
      Organization. Innomind
      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. Innomind 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 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 Innomind.
      Innomind has complete and correct copies of its memorandum and articles of
      association and bylaws or similar governing, organization or charter documents
      (collectively referred to herein as "Charter
      Documents").
      Innomind is not in violation of any of the provisions of its Charter Documents.
      The minute books or the equivalent of Innomind 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
      shareholders ("Corporate
      Records"),
      since
      the time of its organization until the date hereof. The register of members
      and
      other ownership records of the shares in Innomind (the “Share
      Records”)
      are
      true, complete and accurate records of the ownership of such shares as of the
      date thereof and contain all issuances and transfers of such shares since the
      time of Innomind’s incorporation.

    



    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    Section
      4.2 Establishment
      of The Innomind Trust.
      Zhang
      hereby individually warrants and represents that as of the Closing Date The
      Innomind Trust: (i) shall have been established, organized and settled; (ii)
      is
      duly organized, validly existing and in good standing as a revocable trust
      under
      the laws of the British Virgin Islands; (iii) has the requisite power and
      authority to own, lease and operate its assets and properties and to conduct
      its
      affairs as set forth in the Trust Settlement; and (iv) is in possession of
      all
      franchises, grants, authorizations, licenses, permits, easements, consents,
      certificates, approvals and orders necessary to own, lease and operate the
      properties and assets it purports to own, operate or lease, and to consummate
      the transactions contemplated by this Agreement, 

     

    Section
      4.3 Capitalization
      of Innomind; Title to the Innomind Shares.
      On the
      Closing Date, immediately before the transactions to be consummated pursuant
      to
      this Agreement, Innomind shall be authorized to issue 50,000 shares, par value
      US $1.00 per share, 10 shares of which, constituting all of the Innomind Shares,
      will be issued and outstanding. All of the Innomind Shares are owned of record
      by Zhang. The Innomind Shares are the sole outstanding shares in Innomind,
      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 or any un-issued or treasury shares in
      Innomind.

    


    Section
      4.4 Subsidiaries
      and Equity Investments.
      

     

    a. Each
      Subsidiary and affiliated company of Innomind is set forth on Schedule
      4.4(a).
      

     

    b. Except
      as
      set forth on Schedule 4.4(a),
      Innomind 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
      4.4(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 Innomind.
      Each entity listed on Schedule
      4.4(a)
      is duly
      organized and
      validly existing and, except as set forth on Schedule
      4.4(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.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Section
      4.5 Authorization
      and Validity of Agreements.
      Innomind has all corporate power and authority to execute and deliver this
      Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. Zhang warrants and represents that he has
      full
      power and authority to execute and deliver this Agreement, to perform his
      obligations hereunder and to consummate the transactions contemplated hereby.
      This Agreement constitutes the valid and legally binding obligation of JMC
      and
      of Zhang, and is enforceable in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors’ rights or by other equitable
      principles of general applicability. Neither Innomind nor Zhang 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 or him, as the case may be, 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 Innomind Shares. The execution and
      delivery of this Agreement by Innomind and by Zhang, and the consummation by
      Innomind and by Zhang of the transactions contemplated hereby, have been duly
      authorized by all necessary corporate action of Innomind, and no other corporate
      proceedings on the part of Innomind or other actions on the part of Zhang are
      necessary to authorize this Agreement or to consummate the transactions
      contemplated hereby.

    


    Section
      4.6 No
      Conflict or Violation.
      Neither
      the execution and delivery of this Agreement by Innomind and by Zhang, nor
      the
      consummation by Innomind and/or Zhang 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
      Innomind and/or Zhang is subject, or any provision of Innomind’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
      Innomind 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 Innomind’s assets,
      including without limitation the Innomind Shares. 



    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    Section
      4.7 Investment
      Representations.
      

    


    (a)
      The
      JMC Shares will be acquired hereunder solely for the account of Zhang and The
      Innomind Trust, for investment, and, subject to the Trust Settlement, not with
      a
      view to the resale or distribution thereof. Each of Zhang and The Innomind
      Trust
      understands and is able to bear any economic risks associated with acquiring
      the
      JMC Shares. Each of Zhang and The Innomind Trust has had full access to all
      the
      information it considers necessary or appropriate to make an informed investment
      decision with respect to the JMC Shares. 

    


    (b)
      No
      offer to enter into this Agreement has been made by JMC to Zhang or to The
      Innomind Trust in the United States. None of Zhang or, to the best knowledge
      of
      Zhang and Innomind, The Innomind Trust, or any affiliate of either of them
      or
      any person acting on behalf of either of them or any 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 JMC Shares, including, but not limited
      to,
      effecting any sale or short sale of securities through Zhang or The Innomind
      Trust, or any affiliate of either of them, 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”).
      This
      Agreement and the transactions contemplated herein are not part of a plan or
      scheme to evade the registration provisions of the Securities Act, the JMC
      Shares are being acquired for investment purposes by Zhang and The Innomind
      Trust, and all offers and sales of the JMC 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 Zhang or The Innomind Trust, nor the representatives of either
      of
      them, has conducted any Directed Selling Effort as that term is used and defined
      in Rule 902 of Regulation S, and neither Zhang, The Innomind Trust, nor any
      representative of either of them, 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.

    


    Section
      4.8 Brokers’
      Fees. Neither
      Zhang nor Innomind 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 Douglas Securities
      LLC.

    


    Section
      4.9 Disclosure.
      This
      Agreement, the schedules hereto and any certificate attached hereto or delivered
      in accordance with the terms hereof by or on behalf of Zhang or Innomind 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. 

    



    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    Section
      4.10 Survival.
      Each of
      the representations and warranties set forth in this Article IV shall be deemed
      represented and made by Zhang and/or Innomind and/or The Innomind Trust, 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
      V

    


    COVENANTS

    


    Section
      5.1 Certain
      Changes and Conduct of Business.

    


    (a) From
      and
      after the date of this Agreement and until the Closing Date, JMC 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
      JMC
      contained herein, and without the prior written consent of Zhang (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 5.6 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;

            


    

    


    
      	 	
              iii.

            	
              except
                as provided in Section 5.6 hereof:

            


    

    


    
      	 	
              A.

            	
              incur,
                assume or guarantee any indebtedness for borrowed money, issue any
                notes,
                bonds, debentures, shares of capital stock, phantom stock, stock
                appreciation rights or other debt or equity corporate securities,
                or grant
                any option, warrant or other right to purchase or otherwise acquire
                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 JMC;

            


    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    


    
      	 	
              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 JMC 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;

            


    

    


    
      	 	
              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;

            


    

    



    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    
      	 	
              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, Innomind will, and Zhang will cause Innomind
      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

            


    

    


    
      	 	
              v.

            	
              continue
                to maintain existing business relationships with
                suppliers.

            


    

    


    (c)
      From
      and after the date of this Agreement, Zhang 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 Innomind Shares
      except as provided by this Agreement. 

    


    Section
      5.2 Access
      to Properties and Records.
      Zhang
      and Innomind shall afford to JMC’s accountants, counsel and authorized
      representatives, and JMC shall afford to Zhang's and Innomind’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. 


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    Section
      5.3 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
      5.4 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
      5.5 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
      5.6 Permitted
      Stock Issuances.
      From
      and after the date of this Agreement until the Closing Date, neither JMC nor
      Innomind shall issue any additional shares of its capital stock, except that
      JMC
      may: (i) on the Closing Date issue the JMC Shares as hereinbefore provided;
      (ii)
      on the Closing Date issue 20,000 shares of its Common Stock to Eric Gan
      (“Gan”)
      in
      full satisfaction of the obligations of Dalian RINO Environmental Engineering
      Science and Technology Co., Ltd. (“RINO”)
      under
      that certain Compensation Agreement by and among Gan and RINO, a copy of which
      is annexed hereto as Exhibit
      D,
      and (y)
      (iii) prior to the Closing Date increase its authorized Common Stock and
      correspondingly forward split its outstanding Common Stock, each on a one
      hundred share for one share basis, in order to facilitate the Private Placement;
      and (iv) in connection with the Private Placement issue up to an aggregate
      of
      (x) 5,464,357 shares of Common Stock to accredited investors pursuant to the
      terms of the Securities Purchase Agreement, and (y) an aggregate of 1,125,000
      shares of Common Stock as advisory and placement fees.

    


    Section
      5.7 Piggy
      Back Registration Rights for Glenn A. Little.
      JMC
      shall
      notify Glenn A. Little (“Little”)
      in
      writing at least thirty (30) days prior to the filing of any registration
      statement under the Securities Act for purposes of a public offering of
      securities of JMC (including, but not limited to, registration statements
      relating to secondary offerings of securities of JMC, but excluding (i)
      registration statements relating to any employee benefit plan, (ii) registration
      statements covering the issuance or resale of securities issued in or with
      respect to any corporate reorganization or transaction under Rule 145 of
      the Securities Act, and (iii) registration statements related to stock issued
      upon conversion of debt securities) and will afford Little an opportunity to
      include in such registration statement up to 116,000 shares of JMC Common Stock
      (the “Little
      Shares”).
      In
      the event that Little desires to include all or any part of the Little Shares
      in
      any such registration statement, he shall, within fifteen (15) days after the
      above-described notice from JMC, so notify JMC in writing. Such notice shall
      state the intended method of disposition of the Little Shares. If Little decides
      not to include all of the Little Shares its in any registration statement
      thereafter filed by JMC, Little shall nevertheless continue to have the right
      to
      include all or part of the Little Shares in any subsequent registration
      statement or registration statements as may be filed by JMC with respect to
      offerings of its securities, all upon the terms and conditions set forth
      herein.


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    (a) Underwriting. 
      If the
      registration statement under which JMC gives notice under this Section 5.7
      is for an underwritten offering, JMC shall so advise Little, and in such event,
      Little’s right to be included in a registration pursuant to this
      Section 5.7 shall be conditioned upon Little’s participation in such
      underwriting and the inclusion of the Little Shares in the underwriting to
      the
      extent provided herein. If Little proposes to distribute the Little Shares
      through such underwriting, he shall enter into an underwriting agreement in
      customary form with the underwriter or underwriters selected for such
      underwriting by JMC. Notwithstanding any other provision of this Agreement,
      if
      JMC or the underwriter determines in good faith that marketing factors require
      a
      limitation of the number of shares to be underwritten, the number of shares
      that
      may be included in the underwriting shall be allocated, first, to JMC; second,
      to the holders of registrable securities of JMC (including Little with respect
      to the Little Shares) on a
      pro
      rata
      basis
      based on the total number of registrable securities held by those holders;
      and
      third, to any stockholder of JMC (other than a holder of registrable securities)
      on a
      pro
      rata
      basis;
provided,
      however,
      if such
      offering is the Initial Offering, all registrable securities (including the
      Little Shares) may be excluded from the Initial Offering. If Little disapproves
      of the terms of any such underwriting, Little may elect to withdraw therefrom
      by
      written notice to JMC and the underwriter, delivered at least ten (10) business
      days prior to the effective date of the registration statement. Any Little
      Shares excluded or withdrawn from such underwriting shall be excluded and
      withdrawn from the registration.

     

    (b) Right
      to Terminate Registration. 
      JMC
      shall have the right to terminate or withdraw any registration initiated by
      it
      under this Section 5.7 prior to the effectiveness of such registration
      whether or not Little or any other holder of registrable securities has elected
      to include securities in such registration. The registration expenses of such
      withdrawn registration shall be borne by JMC.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    ARTICLE
      VI

    


    INDEMNIFICATION

    


    Section
      6.1 Indemnification
      by JMC .
      JMC,
      notwithstanding any termination of this Agreement, shall indemnify and hold
      harmless each of Zhang, Innomind and The Innomind Trust, together with their
      respective officers, directors, agents and employees, to the fullest extent
      permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys' fees) and expenses (collectively, "Losses"),
      as
      determined by a court of competent jurisdiction in a final judgment not subject
      to appeal or review, arising out of or in connection with: (i) the execution,
      delivery or performance of this Agreement by JMC; or (ii) any violation or
      breach by JMC of any covenant, agreement, representation or warranty of JMC;
      or
      (iii) any representation or warranty of JMC contained in this Agreement being
      or
      becoming untrue. 

    


    Section
      6.2 Indemnification
      by Zhang and Innomind.
      Each of
      Zhang and Innomind shall severally indemnify and hold harmless JMC and JMC’s
      directors, officers, agents and employees, to the fullest extent permitted
      by
      applicable law, from and against all Losses (as determined by a court of
      competent jurisdiction in a final judgment not subject to appeal or review)
      arising out of or in connection with: (i) the execution, delivery or performance
      of this Agreement by JMC; or (ii) any violation or breach by Zhang and/or
      Innomind of any covenant, agreement, representation or warranty of JMC; or
      (iii)
      any representation or warranty of Zhang and/or Innomind contained in this
      Agreement being or becoming untrue.

     

    Section
      6.3 Conduct
      of Indemnification Proceedings.
      If any
      lawsuit, arbitration or other judicial or administrative proceeding (a
“Proceeding”) shall be brought or asserted against any individual or entity (a
“Person”) entitled to indemnity hereunder (an "Indemnified Party"), such
      Indemnified Party promptly shall notify the Person from whom indemnity is sought
      (the "Indemnifying Party”) in writing, and the Indemnifying Party shall be
      entitled to assume the defense thereof, including the employment of counsel
      reasonably satisfactory to the Indemnified Party and the payment of all fees
      and
      expenses incurred in connection with defense thereof; provided, that the failure
      of any Indemnified Party to give such notice shall not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, except
      (and
      only) to the extent that it shall be finally determined by a court of competent
      jurisdiction (which determination is not subject to appeal or further review)
      that such failure shall have proximately and materially adversely prejudiced
      the
      Indemnifying Party. An Indemnified Party shall have the right to employ separate
      counsel in any such Proceeding and to participate in the defense thereof, but
      the fees and expenses of such counsel shall be at the expense of such
      Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed
      in
      writing to pay such fees and expenses; or (ii) the Indemnifying Party shall
      have
      failed promptly to assume the defense of such Proceeding and to employ counsel
      reasonably satisfactory to such Indemnified Party in any such Proceeding; or
      (iii) the named parties to any such Proceeding (including any impleaded parties)
      include both such Indemnified Party and the Indemnifying Party, and such parties
      shall have been advised by counsel that a conflict of interest is likely to
      exist if the same counsel were to represent such Indemnified Party and the
      Indemnifying Party (in which case, if such Indemnified Party notifies the
      Indemnifying Party in writing that it elects to employ separate counsel at
      the
      expense of the Indemnifying Party, the Indemnifying Party shall not have the
      right to assume the defense thereof and such counsel shall be at the expense
      of
      the Indemnifying Party). The Indemnifying Party shall not be liable for any
      settlement of any such Proceeding effected without its written consent, which
      consent shall not be unreasonably withheld or delayed. No Indemnifying Party
      shall, without the prior written consent of the Indemnified Party, effect any
      settlement of any pending or threatened Proceeding in respect of which any
      Indemnified Party is a party and indemnity has been sought hereunder, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such Proceeding. All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner not inconsistent with this Section) shall be paid to
      the
      Indemnified Party within ten (10) business days of written notice thereof to
      the
      Indemnifying Party (regardless of whether it is ultimately determined that
      an
      Indemnified Party is not entitled to indemnification hereunder; provided,
      that the Indemnified Party shall reimburse all such fees and expenses to the
      extent it is finally judicially determined that such Indemnified Party is not
      entitled to indemnification hereunder).


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    Section
      6.4 Contribution.
      If a
      claim for indemnification under Section 6.1 or 6.2 is due but unavailable to
      an
      Indemnified Party because of a failure or refusal of a governmental authority
      to
      enforce such indemnification in accordance with its terms (by reason of public
      policy or otherwise), then each Indemnifying Party, in lieu of indemnifying
      such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the relative benefits received by the Indemnifying Party
      on the one hand and the Indemnified Party on the other from the Share Exchange
      and other transactions contemplated by this Agreement. If, but only if, the
      allocation provided by the foregoing sentence is not permitted by applicable
      law, the allocation of contribution shall be made in such proportion as is
      appropriate to reflect not only the relative benefits referred to in the
      foregoing sentence but also the relative fault, as applicable, of the
      Indemnifying Party and Indemnified Party in connection with the actions,
      statements or omissions that resulted in such Losses as well as any other
      relevant equitable considerations. The relative fault of such Indemnifying
      Party
      and Indemnified Party shall be determined by reference to, among other things,
      the parties'
      relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such action, statement or omission. The amount paid or payable by a
      party as a result of any Losses shall be deemed to include, subject to the
      limitations set forth in Section 6.3, any reasonable attorneys' or other
      reasonable fees or expenses incurred by such party in connection with any
      Proceeding to the extent such party would have been indemnified for such fees
      or
      expenses if the indemnification provided for in this Section was available
      to
      such party in accordance with its terms. No Person guilty of fraudulent
      misrepresentation (within the meaning of Section 11(f) of the Securities Act)
      shall be entitled to contribution from any Person who was not guilty of such
      fraudulent misrepresentation. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties pursuant to the law.




    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    ARTICLE
      VII

    


    CONDITIONS
      TO OBLIGATIONS OF ZHANG AND INNOMIND

    


    The
      obligations of Zhang and Innomind 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 both Zhang
      and Innomind in Zhang’s sole discretion:

    


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

    


    Section
      7.2 Agreements,
      Covenants and Conditions.
      As of
      the Closing Date, JMC shall have shall have performed, satisfied and complied
      in
      all material respects with all agreements, covenants and conditions required
      by
      this Agreement to be performed or complied with by them at or prior to the
      Closing. 

     

    Section
      7.3 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
      7.4 No
      Violation of Orders.
      As of
      the Closing Date, 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
      JMC 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
      7.5 Closing
      Certificates.
      At the
      Closing, Zhang and Innomind shall have received: (i) from an officer of JMC
      a
      certificate to the effect that each of the conditions specified in Sections
      7.1
      - 7.4 hereof has been satisfied in all respects; and (ii) an incumbency
      certificate as to Little.

    


    Section
      7.6 Other
      Closing Documents.
      At the
      Closing, Zhang and Innomind shall have received such other certificates,
      instruments and documents in confirmation of the representations and warranties
      of JMC, JMC’s performance of its obligations hereunder, and/or in furtherance of
      the transactions contemplated by this Agreement as Zhang,
      Innomind
      and/or their respective counsel may reasonably request.

    



    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    Section
      7.7 Consummation
      of Private Placement.
      Concurrently with or immediately prior to the Closing hereunder, the Private
      Placement and the financing contemplated thereby and by the Securities Purchase
      Agreement shall have closed.

    


    Section
      7.8 JMC
      Deliverables.
      At the
      Closing, JMC shall have delivered to Zhang the items specified in Section
      1.3(b)(ii) hereof.

    


    ARTICLE
      VIII

     

    CONDITIONS
      TO OBLIGATIONS OF JMC

    


    The
      obligations of JMC 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 JMC in its sole
      discretion:

    


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

    


    Section
      8.2 Agreements,
      Covenants and Conditions.
      As of
      the Closing Date, each of Zhang and Innomind shall have performed, satisfied
      and
      complied in all material respects with all agreements, covenants and conditions
      required by this Agreement to be performed or complied with by each of them
      at
      or prior to the Closing. 

    


    Section
      8.3 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 as of and on the Closing Date. 

    


    Section
      8.4 No
      Violation of Orders.
      As of
      the Closing Date, 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 Innomind, 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.



    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    Section
      8.5 Closing
      Certificates.
      At the
      Closing, JMC shall have received: (i) from each of Zhang and an officer of
      Innomind a certificate to the effect that each of the conditions specified
      in
      Sections 8.1 - 8.4 hereof has been satisfied in all respects; and (ii) from
      an
      officer of Innomind an incumbency certificate as to Zhang.

    


    Section
      8.6 Other
      Closing Documents.
      At the
      Closing, JMC shall have received such other certificates, instruments and
      documents in confirmation of the representations and warranties of Zhang and/or
      Innomind, as applicable, the performance of Zhang’s and Innomind’s obligations
      hereunder and/or in furtherance of the transactions contemplated by this
      Agreement as JMC or its counsel may reasonably request.

    


    Section
      8.7 Consummation
      of Private Placement.
      Concurrently with or immediately prior to the Closing hereunder, the Private
      Placement and the financing contemplated thereby and by the Securities Purchase
      Agreement shall have closed.

    


    Section
      8.8  Zhang
      and Innomind Deliverables.
      At the
      Closing, Zhang shall have delivered to JMC the items specified in Section
      1.3(b)(i) and (iii) hereof.

    


    Section
      8.9 The
      Innomind Trust Deliverables.
      At the
      Closing, The Innomind Trust shall have delivered to JMC the item specified
      in
      Section 1.3(b)(v) hereof.

    


    


    ARTICLE
      IX

    


    TERMINATION
      AND ABANDONMENT

    


    Section
      9.1 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 Zhang, Innomind and JMC;

      

    

    


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



    
      
         

      

      
        22

        
          

        

      

      
         

      

    


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

    


    d. By
      either
      JMC or Zhang and Innomind, if the Closing shall not have been consummated before
      ninety (90) days after the date hereof; provided,
      however,
      that
      this Agreement may be extended by written notice of either Zhang and Innomind
      or
      of JMC if the Closing shall not have been consummated as a result of Innomind
      or
      JMC 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 9.1(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
      Zhang and Innomind or JMC 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
      9.2 Procedure
      Upon Termination.
      In the
      event of termination and abandonment of this Agreement pursuant to Section
      9.1,
      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 IX shall relieve any
      party of liability for a breach of any provision of this Agreement occurring
      before such termination.

    


    


    ARTICLE
      X

    


    MISCELLANEOUS
      PROVISIONS

    


     

    Section
      10.1 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 3.14 and 4.9.
      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.

    



    
      
         

      

      
        23

        
          

        

      

      
         

      

    


    Section
      10.2 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
      10.3 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
      10.4 Fees
      and Expenses.
      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
      10.5 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
      Zhang or Innomind, to:

    


    Zhang
      Ze

    Innomind
      Group Limited

    c/o
      Dalian RINO Environmental Engineering Science and Technology
      Co.,Ltd.

    No.
      11
      Youquan Road, Zhanqian Street

    Jinzhou
      District, 

    Dalian,
      116100

    People’s
      Republic of China

    


    Cell:
      +86-13942631278 (Mr. Zou)

    +86-13504086222
      (Ms. Qiu)

    Email:
      dzou@rinogroup.com (Mr. Zou)

    aqiu@rinogroup.com
      (Ms. Qiu)

    schian54@163.com
      (Ivy Su) [CFO, English speaking]



    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    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
      JMC, to:

    


    Jade
      Mountain Corporation

    211
      West
      Wall Street

    Midland,
      Texas 79701

    Attention:
      Glenn A. Little

    Tel.
      No.:
      (432) 682-1761

    Fax
      No.:
      (432) 682-2560

    


    with
      copies to: 

    


    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
      10.5 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 10.5

    


    Section
      10.6 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.

    



    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    Section
      10.7 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
      10.8 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
      10.9 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
      10.10 Convenience
      of Forum; Consent to Jurisdiction; Law and Venue.
      This
      Agreement shall be governed in all respects by and construed in accordance
      with
      the laws of the State of New York or the State of Texas depending on venue
      as
      hereinafter set forth, without regard to conflicts of law provisions. Any
      litigation between the parties commenced by Zhang or Innomind shall be conducted
      in the appropriate federal or state courts with jurisdiction in Midland, Texas.
      Any litigation between the parties commenced by JMC shall be conducted in the
      state or federal courts of the State of New York, County of New York. 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 8.5.

    


    Section
      10.11 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
      10.12 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. 

     

    [Remainder
      of Page Intentionally Left Blank]


    
      
         

      

      
        26

        
          

        

      

      
         

      

    


    


     

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

     

    /s/
      Zhang
      Ze                                                         


    Zhang
      Ze

    


    INNOMIND
      GROUP LIMITED

     

    By:
      /s/ Zhang
      Ze                                                  


          
      Zhang Ze, President

    


    JADE
      MOUNTAIN CORPORATION

     

    
      By:
        /s/ Glenn A.
        Little                                                  

       Glenn
      A. Little, President


    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    


    EXHIBIT
      A

    


    Securities
      Purchase Agreement

     


    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    Capitalization
      Table 

    



    
      
         

      

      
        29

        
          

        

      

      
         

      

    


    EXHIBIT
      C

    


    Form
      of
      Settlement of The Innomind Trust

     


    
      
         

      

      
        30

        
          

        

      

      
         

      

    


    EXHIBIT
      D

    


    Compensation
      Agreement among Eric Gan and Dalain RINO Environment Engineering Science and
      Technology Co., Ltd.


    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


    Schedule
      3.2

    


    Outstanding
      Options, Warrants, Rights, etc. to Acquire JMC Capital Stock 

    


    1. Issuance
      in connection with the Closing of 20,000 shares of its Common Stock to Eric
      Gan
      (“Gan”) in satisfaction of the obligation of Dalian RINO Environment Engineering
      Science and Technology Co., Ltd. (“RINO”) under the Compensation Agreement among
      RINO and Gan, dated July 30, 2007. 

    


    2. Issuance
      in connection with the Closing of 250,000 shares of Common Stock to Chief
      Capital, Ltd., as advisory fee. 

    


    3. Issuance
      in connection with the Closing of 875,000 shares of Common Stock to Douglas
      Securities, LLC, as advisory fee. 

    


    4. Issuance
      in connection with the Closing to Douglas Financial of 6-year warrants to
      purchase 382,500 shares of Common Stock at $5.376 per share.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    


    Schedule
      3.10 

    


    JMC
      Dividends, Distributions, Redemptions, etc. 


    
      
         

      

      
        33

        
          

        

      

      
         

      

    


    Schedule
      4.4(a)

    


    Subsidiaries
      and Equity Interests of Innomind 


    


    


    
      	 	 	 	 	
              %
                Equity

            
	 	 	 	 	
              Owned
                by

            
	
              Subsidiary

            	 	
              Jurisdiction
                of Organization

            	 	
              Innomind

            
	 	 	 	 	 
	
              Dalian
                Innomind Environment

            	 	
              People’s
                Republic of China

            	 	
              100%

            
	
              Engineering
                Co., Ltd.

            	 	 	 	 


    

    


    
      
         

      

      
        34