UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2008  


ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


(Exact name of Registrant as specified in charter)

Florida
 
000-32249
 
98-0222013
(State of Incorporation)
 
(Commission File No.)
 
(IRS Employer

Identification Number)

A-4F Tongxinge, Xietong Building, Gaoxin 2 nd Road,
   
Hi-Tech Industrial Zone , Xi’an, Shaanxi province, PRC
 
710065
(Address of principal executive offices)
 
(Zip Code)


Registrant's telephone number, including area code: (011)-86-29-88386415

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  
Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
   
o
Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

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TABLE OF CONTENTS

Item No .
 
Description of Item
 
Page No .
         
Item 1.01
 
Entry Into a Material Definitive Agreement
 
4
Item 2.01
 
Completion of Acquisition or Disposition of Assets
 
4
Item 3.02
 
Unregistered Sales of Equity Securities
 
52
Item 5.01
 
Change in Control of Registrant
 
52
Item 5.02
 
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
53
Item 5.06
 
Change in Shell Company Status
 
53
Item 9.01
 
Financial Statements and Exhibits
 
53




CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed concerning our operations, cash flows, financial position, economic performance and financial condition, including, in particular, future sales, product demand, the market for our products in the People’s Republic of China and elsewhere, competition, exchange rate fluctuations and the effect of economic conditions include forward-looking statements.

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties.

Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

2

You are advised to consult any additional disclosures we make in our reports on Form 10-KSB, Form 10-QSB, Form 8-K, or their successors. We also note that we have provided a cautionary discussion of risks and uncertainties under the caption "Risk Factors" in this Current Report. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those discussed in this Current Report could also adversely affect us.

Information regarding market and industry statistics contained in this Current Report is included based on information available to us which we believe is accurate. We have not reviewed or included data from all sources, and cannot assure stockholders of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services.

Unless otherwise noted, all currency figures in this filing are in U.S. dollars. References to "yuan" or "RMB" are to the Chinese yuan (also known as the renminbi). According to Xe.com as of February 29, 2008, $1 = 7.1119 yuan.

Explanatory Note

This Current Report on Form 8-K is being filed by Entech Environmental Technologies, Inc. (the “Company”) in connection with a transaction in which the Company has acquired all of the issued and outstanding capital stock (the “Pacific Industry Shares”) of Pacific Industry Holding Group Co. Ltd., a Vanuatu corporation (“Pacific Industry”).

The Company’s acquisition of the Pacific Industry Shares occurred on February 26, 2008, through a share exchange (the “Share Exchange”) in which the Company issued an aggregate of 1,000,000 shares of its Series A Convertible Preferred Stock, par value $.001 per share (the “Series A Stock”) to Pacific Industry’s shareholders in exchange for the Pacific Industry Shares. As a result of the Share Exchange, the former shareholders of Pacific Industry assumed control of the Company.
 
On February 26, 2008 the Company also consummated a private placement of the Company’s Series B Convertible Preferred Stock, par value $.001 per share (the “Series B Stock”) to two investors (the “Private Placement”). For more information concerning the Share Exchange and Private Placement, please see Item 1.01 - “Entry into a Material Definitive Agreement” in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2008.
 
Giving effect to the Share Exchange, the Company’s current structure is set forth in the diagram below:
 

3

 

Item 1.01.   Entry into a Material Definitive Agreement.  

Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2008 (the “February 28, 2008 8-K”) is in its entirety, incorporated herein by reference.

Item 2.01   Completion of Acquisition or Disposition of Assets .

On February 26, 2008, we acquired all of the outstanding capital stock of Pacific Industry as described in Item 1.01 of the February 28, 2008 8-K.
 
As a result of these transactions, the Company ceased being a “shell company” as that term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934 (the “Exchange Act”).

Our Corporate Structure

As set forth in the following diagram, following our acquisition of Pacific Industry, Pacific Industry became and currently is our direct, wholly-owned subsidiary. Tianren is a 99% owned subsidiary of Pacific Industry.

4



BUSINESS


Our History

We were initially incorporated in 1998 in Florida as Cyber Public Relations, Inc. for the purpose of providing Internet electronic commerce consulting services to small and medium size businesses. While we were operating under the name Cyber Public Relations, Inc. we never had any material operations or revenues. On January 21, 2004, pursuant to a Capital Stock Exchange Agreement between the stockholders of Environmental Technologies, Inc., a Nevada corporation, the Environmental Technologies stockholders transferred all of their shares of the Environmental Technologies stock to us in exchange for 9,550,000 shares of our common stock.
 
As a result of the stock exchange discussed above, Environmental Technologies, Inc. became our wholly-owned subsidiary and the Environmental Technologies stockholders acquired 96.81 percent of the issued and outstanding shares of our common stock. Immediately following the exchange, Barron Partners LP (“Barron Partners”) acquired 2,000,000 shares of our common stock and warrants for the purchase of 7,150,000 shares of our common stock. However, on September 30, 2004, Barron Partners agreed to the cancellation of all of such warrants.

After our acquisition of Environmental technologies, we operated through its wholly owned subsidiary, H.B. Covey, Inc., a California corporation incorporated in 1971 but which has been in business since 1948 (herein sometimes referred to as "H.B. Covey"), a fueling station diagnostic and maintenance company with petroleum construction experience in building and maintaining service stations, through which we conduct all of our current operations;


5

Up until July 2007, our Company was organized to provide construction and maintenance services to petroleum service stations in the southwestern part of the United States of America, and provides installation services for consumer home products in Southern California.

During June 2007, we determined to dispose of all of the assets of the HB Covey Inc. and entered into discussions with a prospective purchaser. During July 2007, we entered into a Stock Sale and Purchase Agreement to sellour wholly owned subsidiary, H.B. Covey Inc. for an aggregate selling price of $100,000 in cash which the Company was to receive by September 30, 2007, and 1.8 million in shares of Company stock which the Company was to receive or cancel from the then CEO and CFO, Burr Northrop, by December 31, 2007 . The sale of the business was for the book value of the property and equipment assets resulting in a gain of approximately $34,000. Under the terms of the sale, HB Covey, Inc. assumed certain liabilities.

We completed the sale during July 2007 and received the $100,000 in cash from Burr Northrop by September 30, 2007 consistent with the Sale and Purchase Agreement. As of September 30, 2007 the 1.8 million shares were not received or cancelled and the Company recorded a receivable for the fair value of these shares as of September 30, 2007 in the amount of $120,000. The Company cancelled the 1.8 million shares during the quarter ended December 31, 2007 consistent with the Sale and Purchase Agreement.
 
Prior to the Share Exchange, the Company was considered a shell corporation under applicable rules of the Securities Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Organizational History of Pacific Industry Holding Group Co. Ltd.

  Pacific Industry was incorporated under the laws of Republic of Vanuatu on November 30, 2006. Until the consummation of the Share Exchange, Winsun Limited owned 10% of the outstanding capital stock of Pacific Industry, China Tianren Organic Food Holding Company Limited owned 10% of the outstanding capital stock of Pacific Industry and Fancylight Limited owned 80% of the outstanding capital stock of Pacific Industry.

Organizational History of Tianren
 

Shaanxi Tianren Organic Food Co., Ltd. (“Tianren” or “Shaanxi Tianren”) was formed on August 8, 2001 under PRC law under the original name of Xi’an Zhonglv Ecology Science and Technology Industry Co., Ltd. On June 16, 2005, the name of Tianren was changed to its current name, Shaanxi Tianren Organic Food Co., Ltd. In December 2003, Tianren switched from its original business of researching, producing and distributing biodegradation starch resin aggregate to developing, producing and distributing concentrated fruit juice and organic food production.

6

Currently, Tianren is engaged in the business of research and development, production and sales of organic foods, special concentrated fruit juice, fast-frozen and freeze-dried fruits and vegetables and fruit juice drinks.

In September, 2007, Pacific Industry acquired 99% of Tianren’s shares. Tianren converted from a PRC domestic company to a foreign Joint Venture company (the “JV”) by obtaining the approval from the PRC Ministry of Commerce.

Tianren’s current ownership structure is as follows:

Stockholder Name
 
Percentage
 
Pacific Industry Holding Group Co. Ltd.
  99 %
 
Yongke Xue
  0.3%
 
Hongke Xue
  0.3%
 
Xiaoqin Yan
  0.2%
 
Yuan Cui
  0.2%
 

 
Overview of the Business

Products

Tianren, with its subsidiaries and branches, is engaged in the business of research and development, production and sales of organic foods, special concentrated fruit juice, fast-frozen and freeze-dried fruits and vegetables and fruit juice drinks.
 
Certain information concerning our operations since January 1, 2005 are set forth in the following table:
 
Unit: USD
 
Period
 
Operating Revenue
 
Cost of Sales
 
Operating Profit
 
                     
Jan. to Sept. 2007
   
12,493,802
   
7,730,604
   
3,780,428
 
                     
Calendar Year 2006
   
17,427,204
   
10,105,327
   
6,251,907
 
                     
Calendar Year 2005
   
7,027,889
   
4,471,432
   
1,619,163
 

 
There are two general categories of fruit and vegetable juices available in the market. One is fresh juice which is canned directly after filtering and sterilization of the juice squeezed out of a fresh fruit or vegetable. The other general category is juice drinks made out of concentrated fruit and vegetable juice. Concentrated fruit and vegetable juice is produced through pressing, filtering, sterilization and evaporation of fresh fruits or vegetables. It is used as the base material or ingredient for products such as drinks, fruit jams and fruit wines, etc. Concentrated juices are not drinkable. Instead, they are used as a basic ingredient for manufacturing juice drinks and as an additive to fruit wine and fruit jam, cosmetics and medicines.

7

For Shaanxi Tianren, the period between each August through February or March is our squeeze season when fresh fruits are available in the market and concentrated fruit juices are produced out of fresh fruits. We produce and sell both concentrated fruit juice and juice drink. Compared to juice drinks, sales of our concentrated juice products generally result in a higher gross margin, averaging above 50%, while the gross margin for juice drinks is slightly above 20%. Therefore, our core products are concentrated apple, pear and kiwi juices and our production has strategically been focused on concentrated juice products. We also produce juice drinks and other derivative products, especially when we are not in squeeze season. Our wide range of product offerings and our ability to shift focus among products based on supply and demand in the market and seasonal factors help us to diversify our operational risks and supplement our revenue generation.

     Our main products include concentrated apple juice, concentrated pear juice, concentrated kiwi fruit puree, fruit juice drinks, fresh fruits and organic fresh fruits.

Tianren is also engaged in the research and development, production and sale of concentrated vegetable juice, fruit sugar, fruit pectin, fast-frozen and freeze-dried fruit and vegetable, dehydrated fruit and vegetable, fruit and vegetable juice drinks, fruit vinegar and organic food; storing and sales of fresh fruit products and vegetable; deep processing and technological research of organic agricultural and fruit industry.

    At present, the raw material processing capability of Tianren is 70 tons/hour and our annual yield of all kinds of concentrated fruit juice is 50,000 tons.
 
Certain information concerning our sales of various products since January 1, 2005 are set forth in the following table:
 
Products
   
2005  
   
2006  
   
Jan. to Sept. 2007  
 
     
Amount  
   
Proportion  
   
Amount  
   
Proportion  
   
Amount  
   
Proportion  
 
Apple Clear Juice
   
4,466,050
   
63.55
%
 
2,119,655
   
12.16
%
           
Pear Clear Juice
   
2,561,839
   
36.45
%
 
4,983,145
   
28.59
%
 
6,910,842
   
55.32
%
Kiwi Fruit Virgin Puree
   
0
   
0
   
1,665,754
   
9.57
%
 
475,827
   
3.8
%
Concentrated Kiwi Fruit Puree
   
0
   
0
   
2,090,336
   
11.99
%
 
1,296,230
   
10.38
%
Others:
   
0
   
0
   
6,568,314
   
37.69
%
 
3,810,903
   
30.5
%
Total
   
7,027,889
   
100
%
 
17,427,204
   
100
%
 
12,493,802
   
100
%

 
8

Organizational Structure

The following table contains certain information concerning companies owned directly or indirectly by Tianren as of February 29, 2008.


No.
Company Name
Incorporated
Main Business
Stockholders
         
1
Xi’an Tianren
12/23/2002
kiwi juice production and sales
Tianren 91.15%;
Xi’an Qin Mei Food Co., Ltd.
8.85%
         
2
Jingyang subsidiary
9/26/2006
concentrated pear juice process and sales
Tianren 100%
         
3
Zhouzhi subsidiary
5/6/ 2003.
kiwi juice production and sales
Xi’an Tianren100%

Industry and Principal Markets

Global Market

The fruit and vegetable juice processing industry is an emerging industry which came into being at the end of 19th century. Due to the natural and healthy quality of fruit and vegetable juice drinks in recent years the consumption of such products has continued to grow and sales of pure fruit and vegetable juice and fruit and vegetable juice drinks have increased rapidly.
 
     In 2006, the global sales of concentrated fruit juice and fruit juice beverage were more than RMB 55 billion (approximately $7.7 billion). It is estimated that in Asia and Africa, the annual consumption of fruit juice drinks in 2020 will increase to 73 billion litres from 33 billion litres in 1997, and the demand for concentrated fruit juice, pulp and puree will increase to 7 million tons compared with that of 3.5 million tons at present. In Europe, the consumption of fruit juice, fruit pulp beverage, fruit sugar and fruit pulp has gone up 60% in the past ten years. In 1998, people in western Europe consumed about 22.8 litres of fruit juice per capita, and the demand for fruit juice by people in eastern Europe increased to 5.1 litres per capita.

According to the data publicized by the Ministry of Agriculture of the United States, in the pressing season of 2006/2007, the global consumption of concentrated apple juice exceeded 2.21 million tons.
 
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The countries with the current largest demand for concentrated apple juice include the United States, EU members, Japan and Russia.
 
1.  
The United States is the largest concentrated apple juice consuming country in the world, and the physical volume of trade of concentrated apple juice of the United States accounted for about 35% of the world’s total in 2006. The market of the United States is the biggest potential market for enterprises of China. Concentrated apple juice from China accounted for approximately 47.7% of total consumption of concentrated apple juice in the United States in 2005.
 
2.  
The European market is another important market for concentrated apple juice.In 2005 39% of concentrated apple juice consumed in the European market was
from China.

The processing and export of concentrated apple juice, concentrated pear juice and concentrated kiwi fruit puree are now the major operational fields of the Chinese concentrated fruit and vegetable juice industry.

China Market

China is a country with a large population, but the consumption of fruit juice is relatively very low, with annual per capita consumption of no more than 1 kilogram, which only accounts for 10% of total world consumption. If calculated based on annual world consumption rates, China’s market capacity for fruit juice beverage would be 9.1 million tons, indicating that there is a great potential market for the marketing of fruit juice beverage in China.
 
In China, the output of fruit juice and drinks nationwide was 4,816,823.8 tons in 2004, an increase of 27.95% compared with that in 2003, and output increased by 29.17 % to 6,000,000 tons in 2005. From January to October 2006, output was 7,196,692.9 tons, going up 27.96% compared with that of the first 10 months of 2005.

Tianren is located in Shaanxi Province. In 2006, the export volume of concentrated apple juice by Shaanxi Province was 2,910,000 tons with a value of $212 million, accounting for 44.9% and 46.3% of the total export volume and value, respectively, of concentrated apple juice from all of the PRC. At present, the output, output value and export volume of concentrated juice of Shaanxi Province all rank the first among other provinces and cities in China.


Marketing

Tianren has the permission of the PRC government to directly sell various concentrated fruit juice and fruit juice to foreign customers. More than 70 percent of our products are directly and indirectly exported. One export channel is via distributors with good credit, and the other is the direct sale to end-users. In its main export markets (the U.S., Europe and Middle East), Tianren has stable distributors and end-users.
 
10

Tianren uses the following marketing methods: directly marketing with foreign businesses via our sales department; attendance at various international farm and sideline products sale exhibitions, at which we contact clients from abroad to sell to them directly; and sales made through our trade websites.
 
Sales of fruit juice products are mainly made in Chinese markets. Most of the products are sold through provincial level, city level and county level agents. In the meanwhile, Company also sells directly to hotels and supermarkets and similar outlets.
 
Our sales team is divided into teams focusing on the sale of concentrated fruit juice and its derivative products and teams focusing on the sale of fruit juice products.
 
Our international trade department, which has 13 marketing personnel, is responsible for our sales of concentrated fruit juice and its derivative products.
 
Our sale of fruit juice is conducted by of a team of 28 personnel employed by our subsidiary, Xi’an Tianren.
 
Our target markets of kiwi pulp, kiwi concentrated pulp and kiwi concentrated juice are mainly in Europe, Southeast Asia, South Korean, Japan, Middle East , mainland China and Taiwan. Our main target markets are concentrated in mainland China, Taiwan and the Middle East. Export volume to other markets is small.
 
Our target markets of concentrated apple juice and pear juice are in North America (especially in the U.S.), Europe and the Middle East.
 
1. North American market
The U.S. market is a highly mature market with demand for concentrated apple juice, and its demand increases year by year. Since prices in North America market are higher than in the European market, the U.S. market is always preferred by manufacturers producing concentrated apple juice. Tianren started to export to North America in 2004. We have increased our export volume to the U.S. year by year since then and North America market has become one of our biggest target markets.

2. European market
 
The European market has stable customer groups, complete requirements for products quality standards and authoritative organizations for concentrated fruit juice. In Europe, concentrated apple juice is used for producing beverages and fruit wines.
 
The European market has always been our main target market since Tianren incorporated. More than half of our products are exported to Europe.
 

Raw Materials and Suppliers

Our raw materials include:

l    Various fresh fruits, the main raw materials for the processing of fruit juice, which are mainly provided by local peasants;
 
 
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l    Packing barrels, pectic enzyme and amylase, etc. and auxiliary power fuels and sources such as coal, electricity and water.
 
 
We purchase raw materials at local markets and by fruit growers delivering directly to our plants. The supply of our raw materials is highly fragmented. Because the prices of raw fruits change frequently, processing enterprises of concentrated fruit juice generally do not enter into fruits and vegetables purchasing agreements with providers.
 
Fresh fruits are the fundamental raw materials needed for the production of our products and the purchase price of fresh fruits represents over 65% of the production cost of Tianren. The adequate and continuous supply of fresh fruits constitutes a necessary condition for the current and future continuous expansion of Tianren. Tianren implements a plant plus farmer raw material purchasing pattern, whereby the plant assigns its purchasing staff to build purchasing centers in the areas rich in raw material resources so as to shorten the distance and provide convenience for farmers to directly deliver the raw material fruits to the plant. The quantity of the raw material fruits needed by us for production depends on the yield of farmers, and the ability of our purchasing staff to organize farmers for supply.
 
After years of development and strategic deployment in the raw material production areas, Tianren’s processing bases are relatively near to the regional centers of our raw material suppliers Tianren has established a relatively mature purchasing pattern that can cope with the yield and price changes of our raw materials.
 
The source fruits used by Tianren are kiwi, pear and apple.
 
Shaanxi province is a large agricultural and fruit producing province with sufficient resources for our raw material needs. The main original production areas in the province for kiwi is Zhouzhi county and Mei county where the production of kiwi is about 600 thousands tons annually. This can completely meet our production requirements. Shaanxi is also the main pear producing province with adequate pear supply and high pear quality. The pear supply can completely meet our production requirements.
 
One of our factories is located in Liaoning province, where high acid apples are plentiful. The high acid apple production in Liaoning province can meet our production needs.
 

The following sets forth certain information concerning our purchases of fresh fruits since January 1, 2005:
 
   
Year
Fruit
Quantity(ton)
Average Price(USD/ton)
Amount(USD)
Paid by Us
 
   
apple
46,199.773
40.53
1,872,439.92
 
2005
pear
32,049.834
26.7
855,651.14
 
 
Kiwi
0
0
0
 
   
apple
18,273.146
42.06
768,640.07
 
2006
pear
85,404.389
25.2
2,151,818.80
 
 
Kiwi
33,116.177
50.24
1,663,806.67
 
   
apple
17,980.25
114.34
2,055,829.35
 
Jan-Sept 2007
pear
84,033.991
32.88
2,762,904.74
 
 
Kiwi
6302.118
77.33
487,317.57
 

 
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The supply of packing barrels, pectic enzyme and amylase, etc is available through many suppliers. Tianren is not dependent on any supplier or group of suppliers. Our largest supplier is Shaanxi Haomai Drum Co., Ltd, which accounted 13% of our total purchases in 2006 and 12% of our total purchases in the first three quarters of 2007. Another larger supplier is Xi’an Changlong Drum Co., Ltd, which accounted 13% of our total purchases in 2006 and 3% in the first three quarters of 2007.



Customers
 
The following tables sets forth certain information   concerning sales of our products since January 1, 2005 to our top five customers:
 
Year
 
Revenues (USD)
 
Percentage in total revenues
 
               
2005
   
2,827,320
   
40.23
%
               
2006
   
9,933,506
   
57
%
               
From Jan. to Sep. 2007
   
4,575,230
   
36.62
%

 
     
2005  
   
2006  
   
2007  
 
Client
                                     
     
Sum (USD)  
   
% of total sales  
   
Sum
(USD)  
   
% of total sales  
   
Sum
(USD)  
   
% of total sales  
 
Shaanxi Zhongdian Export&Import Co.,Ltd
               
2,439,809
   
14.00
%
 
994,507
   
7.96
%
Shaanxi Jiedong Trade Co.,Ltd
               
2,788,353
   
16.00
%
 
1,374,318
   
11.00
%
Yunan Export&Import Co.,Ltd
               
2,091,264
   
12.00
%
 
1,216,896
   
9.74
%
Ruifeng company
   
702,789
   
10.00
%
                       
Shaanxi Xiguan Machinery Co.,Lt
               
1,394,176
   
8.00
%
 
653,346
   
5.25
%
Tonglian International
               
1,219,904
   
7.00
%
           
Tongchan Lvse Beverage
   
666,244
   
9.48
%
                       
Xianyang Dingjian Company
   
553,095
   
7.87
%
                       
Tianwei Beverage company
   
570,665
   
8.12
%
                       
Shaanxi Menglv Food Co.,Ltd
   
334,528
   
4.76
%
                       
Hanzhong Jiawang Food Co.,Ltd
                           
336,163
   
2.67
%
Total
   
2,827,320
   
40.23
%
 
9,933,506
   
57.00
%
 
4,575,230
   
36.62
%
Annual Sales Revenue
   
7,027,889
         
17,427,204
         
12,493,802
       

 
13

 


Competition

We believe that Tianren’s major competitors in the industry include the following companies:
 
Competitor
 
Market Share
     
Sdic Zhonglu Fruit Juice Co., Ltd.
 
Apple 17%
     
Yantainorth Andre (Group) Juice Co., Ltd.
 
Apple 18%
     
Shaanxi Hengxing Fruit Juice
 
Apple 22%
     
Shaanxi Haisheng Juice
 
Holdings Co., Ltd.
 
Apple 25%
     
Huabang (Xixia) Food Co., Ltd.
 
Not applicable.

We believe that our advantages lie in our technology relating to the production of concentrated fruit juice of small breeds, including mulberry juice, kiwi juice and other types of juice with limited raw material and output. We can produce concentrated apple juice with 4%--8% acidity at relatively low cost, and we also can transport and store our products at relatively lower costs than many of our competitors. At the same time, we believe we a leader in the production of concentrated pear clear juice and can produce the highest quality products of concentrated pear clear juice in China.
 

14



Competitive Advantages

We believe that we have the following eight competitive advantages:

(1)   Raw Materials Control and Resources Advantages
 
China has the largest planting area of apples and kiwi fruit in the world, and Shaanxi province has the largest planting area of apples and kiwi in China. Shaanxi’s yield of kiwi fruit accounts for about 50% of the total output of China. The yields of pomegranates, pears, strawberries, peach and cherries are also very high in Shaanxi. Tianren has its own planting base of kiwi raw-material fruits, so it can carry out quality control at the source of production. Also, Tianren’s cost of product is relatively low. Our two concentrated apple juice bases in Liaoning Province are located in the largest production area of high acidity apples in China.
 
(2)   Advantages of Equipment and Technology
 
Our key equipment for each production factory has been purchased by us from top-ranking foreign equipment manufacturers such as Flottweg of Germany, ELPO of Italy, Belducci of Italy and Schmitt of Germany. The high performance of such processing equipments ensures the quality of product and the effectiveness of our cost control procedures.
 
Tianren has combined the new pressing technologies of “complete enzymolysis” and “several times enzymolysises and digestions” self-developed with the advanced technologies such as “membrane filtration”, “resin absorption” and low-temperature reverse osmosis membrane concentration.
 
(3)   Processing Scale and Integration Advantages
 
At present, the raw material processing capability of Tianren is 70 tons/hour and our annual yield of all kinds of concentrated fruit juice is 50,000 tons. We use more than 110 machines in our production of fruit juice, including equipment for storage, mixing of ingredients, emulsification, fermentation, filtration, sterilization, concentration, CIP washing, liquid transmission, water softening and treatment, and other procedures. We operate 3 production lines for the processing of fruit juice. We also have 3 sewage disposal facilities conforming to the state discharge standards.
 
(4)   Advantages of Product Diversity and the Market Consumption Trend
 
Our products include concentrated pear juice, concentrated apple clear juice, concentrated kiwi fruit puree, fruit juice drinks and organic fresh fruit. Our diversified product lines help us compete in international markets and reduce risk. Due to their nutrition advantages and unique image and taste, the consumption of small breed fruits and their processed products are on the rise in the world.
 
15

(5)   Quality Advantages
 
Tianren pays much attention on the quality of our products. In order to accelerate the conversion to all-process control for the quality management, Tianren has established a quality security system, implementing Hazard Analysis Critical Control Point (“HACCP”) control and enacting and improving each administrative system strictly pursuant to the requirements of ISO9001. Tianren has earned ISO9001, HACCP and KOSHER certificates.
 
(6)   Advantages of Operation Team
 
Tianren has a business administration and technology developing team which is professional, highly educated and young, but with extensive experience in the industry and business management. Also, we have established good relationship with several scientific research institutes, having more than 10 expert consultants.

(7)   Advantages of Developing Strategy of Enterprise
 
We plan to become a leading enterprise in the high-end modern organic foods, special concentrated fruit juice, fast-frozen, freeze-dried fruit and vegetable industries. Our development strategy is to become the leader in the fruit juice drinks industry with large scale production, and to become a leading producer of high-end modern organic foods.

(8)   Policy Advantages
 
The PRC government’s agricultural industrialization policy supports our business. Tianren was awarded by China Food Association as the National Excellent Leading Food Enterprise in Food Industry of Year 2005 - 2006, and was recognized as the Hi-tech Enterprise in 2006. Xi’an Tianren, our subsidiary, was recognized by the municipal government of Xi’an as the First Agricultural Industrialization Operation Key Leading Enterprise. Tianren enjoys the government supporting policies relating to the construction of our bases, purchasing of raw materials, purchasing of equipment, export of our products, interest discounts on Treasury bond loans and income tax reduction.
 


Intellectual Property

 
1. Patents
 
A.   Title: Device for breaking up and separating fruit peel
 
Patent Number: ZL200620078461.1
 
Date of Filing: Feb. 27, 2006 (Duration of the Patent: Ten Years)
 
Date Patent Granted: Apr. 11, 2007
 
           Granting Unit: the State Intellectual Property Office of the People's Republic of China
 
16

Summary: This utility model discloses a device for breaking up and separating fruit peel comprising a body case and a feed port and a discharge port located on and under the body case, respectively. This utility model breaks up fruits and then squeezes the pulp out of the fruit peel by round rollers, thereby separating pulp from the fruit peel.
 
 
B.    Title: Device for removing the filth on fruit peel and fruit hair
 
Patent Number: ZL200620078461.1
 
Date of Filing: Feb. 27, 2006 (Duration of the Patent: Ten Years)
 
Date of Issuing Granted: Apr. 11, 2007
 
Granting Unit: the State Intellectual Property Office of the People's Republic of China
 
Summary: This utility model discloses a device for removing material on fruit peel and fruit hair.
 
 
2. Trademark
 
         Tianren registered the trademark of HEDETANG with the Trademark Bureau of the State Administration for Industry and Commerce on Nov. 4 th , 2005 in the following categories: Category 29, Category 30, Category 31, Category 32 and Category 5.The trademark expires on November 3, 2015 and can be extended upon expiration. Tianren has authorized all its subsidiaries to use this registered trademark for free on the related products.

The specific scope of application of the trademark are as follows:

          Category 29: meat, fish, poultry and venison, meat juice, pickled, dried or cooked fruits and vegetables, jelly, jam, confect, eggs, milk and dairy products, edible oil and grease.
 
          Category 30: coffee, tea, cocoa, sugar, rice, edible starch, sago, coffee substitutes, flour and cereal products, bread, pastry and candy, ice food, honey, syrup, compressed yeast, yeast powder, salt, mustard, vinegar, sauce(condiment), spice, drinking ice.
 
          Category 31: Agricultural, horticultural and forestry products and grains not included in other categories; live animals; fresh fruits and vegetables, seeds, natural plants and flowers; foodstuffs for animals; malt.
 
          Category 32: Beers; mineral and aerated waters and other non-alcoholic drinks; fruit drinks and fruit juices; syrups and other preparations for making beverages.
 
          Category 5: Pharmaceutical and veterinary preparations; sanitary preparations for medical purposes; dietetic substances adapted for medical use, food for babies; plasters, materials for dressings; material for stopping teeth, dental wax; disinfectants; preparations for destroying vermin; fungicides, herbicides.
 
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Costs of Environmental Compliance

Tianren is subject to PRC regulations regarding sewage disposition. Under the regulations issued by P.R.C. State Environmental Protection Administration (the “SEPA”), discharged sewage must meet the following standards: PH between 6-9 mg/L, Chemical Oxygen Demand under 100 mg/L, Ammonia Nitrogen under 15 mg/L, Biochemical Oxygen Demand under 20 mg/L and Suspended Solids under 70 mg/L.

To satisfy the SEPA standards, in 2006 Tianren invested an aggregate of $1,342,067 to build 2 sewage disposal projects as well as obtain a series of monitors to control water quality, including a Chemical Oxygen Demand on-line analyzer, an Ultrasonic Open-channel Flow meter, a PH meter and Portable Dissolve Oxygen Meters. Tianren believes that it is in compliance with the SEPA standards.


Employees

Tianren has 369 full-time employees and 96 part-time employees. Of that amount, 47 are in administration, 22 in finance, 42 in research and development, 290 in production and 64 in marketing and sales.


Research and Development

Tianren has established an R & D institution with nearly 40 R&D personnel. Tianren also from time to time retains external experts and research institutions.
 
We believe that through continuous investment in research and development, our product quality is always among the leaders in the industry and our market share continues to increase. Our total R & D investment was about $ 1,027,350 over the past four years.
 
The following table discloses the amounts of our technology development investment in over the past four years (Unit: USD)
 

 
2004
2005
2006
2007
Total
70,079
126,391
358,575
472,305
1,027,350

 
Tianren currently owns 5 special production technologies, including technologies relating to the production of kiwifruit pulp, kiwifruit concentrated pulp, concentrated apple juice, concentrated pear juice and concentrated mulberry juice. Tianren has also developed new production processes for fruit juice products such as kiwifruit juice, guava juice and strawberry juice. Our whole new pulp and juice production technology and process consists of methods for membrane filtration, resin decolorization, hair removal, seed removal, grinding pulp into juice., Flow-through capacitor (“FTC”) membrane reverse osmosis concentration and composite biological enzymolysis technology for clarification of pulp juice. We believe that these are leading technologies for our industry.
 
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New Products under Development
 
We are conducting research on producing kiwifruit vinegar using submerged fermentation technology. Submerged fermentation technology can help to preserve kiwifruit polysaccharides and other nutrients to the greatest extent, in the process of producing kiwifruit vinegar.


Manufacturing Process

Our automated production line and strict quality control system ensures consistent high quality.

 
The following summarizes the production process for concentrated fruit and vegetable juice.
 


At present, our raw material processing capability is 70 tons/hour and our annual yield of all kinds of concentrated fruit juice is 50,000 tons.
 
Inventory

Due to the characteristics of seasonal production, we have many finished products and semi-finished products at the end of each year which has a significant impact on the calculation of our inventory turnover rate. Inventories are stated at the lower of cost, determined on a weighted average basis, and net realizable value. Work-in-progress and finished goods are comprised of direct material, direct labor and an attributable portion of manufacturing overhead. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of finished products.
 

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Government Regulation

Our products and services are subject to regulation by governmental agencies in the PRC and Shaanxi Province. Business and company registrations, along with the products, are certified on a regular basis and must be in compliance with the laws and regulations of the PRC and provincial and local governments and industry agencies, which are controlled and monitored through the issuance of licenses. Our licenses include an operating license which enables us to sell packaged food such as concentrated fruit and vegetable juice, fruit sugar, fruit pectin, fast-frozen and freeze-dried fruit and vegetable, dehydrated fruit and vegetable, fruit and vegetable juice drinks, fruit vinegar and organic food. The registration No. is 610100400000601.

 


PROPERTIES

Principal Office and Manufacturing Facilities

Our principal executive offices are located at Room 1404 and Room 1403, A-4F Tongxinge, Xietong Building, Gaoxin 2nd Road, Hi-Tech Industrial Zone, Xi’an, Shaanxi province, PRC 710065, and our telephone number is 011-86-29-88386415. The area of our office is approximately 300.24 square meters. We lease such offices from Zhiping Yang under a lease dated July 1, 2007, with a term from July 1, 2007 to June 30, 2008 at a total rental of $16,558.

We also own two factories through our subsidiaries. One is a factory located at Sanqu Town, Jingyang County, Xianyang City, Shaaxi Province. The factory occupies an aggregate of approximately 34,476.04 square meters of land and contains a manufacturing facility. Another factory is located at Siqun Village, Mazhao Town, Zhouzhi County, Xi’an City, Shaanxi Province. That factory occupies an aggregate of approximately 57,934.83 square meters of land and contains a manufacturing facility.

There is no private ownership of land in China. All land ownership is held by the government of the PRC, its agencies and collectives. Land use rights can be transferred upon approval by the land administrative authorities of the PRC (State Land Administration Bureau) upon payment of the required land transfer fee. We own the land use rights for the 34,476.04 square meters land at Sanqu Town, which have a term of 49 years from 2007 and the 57,934.83 square meters land at Siqun Village, which have a term of 41 years from 2007.

On June 2, 2007, we entered into a lease agreement with Shaanxi Hede Venture Capital Management Co., Ltd. for the lease to us of all the assets of its, subsidiary, Huludao Wonder Fruit Co., Ltd., , including an aggregate of approximately 86,325 square meters of land, factory buildings and machinery. The term of the lease is from July 1, 2007 to June 30, 2008, and the rental is $39,400 per/month. Huludao Wonder Fruit Co., Ltd. is located at Hujia Village, Gaotai Town, Suizhong County, Huludao, Liaoning Province.
 
 
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Management’s Discussion and Analysis of Results of Operations and Financial Condition

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes of Shaanxi Tianren, appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We are engaged in the business of research and development, production and sales of organic foods, special concentrated fruit juice, fast-frozen and freeze-dried fruits and vegetables and fruit juice drinks, through our indirect subsidiary, Shaanxi Tianren, in the PRC. Shaanxi Tianren is wholly owned by Pacific Industry. Previously, we were a shell company with no significant business operations. As a result of the consummation of the reverse merger transactions that are the subject of this report, on February 26, 2008, we ceased to be a shell company and became an indirect holding company for Shaanxi Tianren through Pacific Industry. Pacific Industry acquired a 99% ownership interest in Shaanxi Tianren in September 2007 through a reorganization between entities under common control. Because Shaanxi Tianren’s operations are the only significant operations of the Company and its affiliates, the business and financial results of Pacific Industry reflect those of Shaanxi Tianren. As a result, this discussion and analysis focuses on the business results of Shaanxi Tianren, comparing its results in the nine-month period ended on September 30, 2007 with the its results in the corresponding period of 2006, and its full-year 2006 results with those of 2005.

Below is our corporate structure:

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There are two general categories of fruit and vegetable juices available in the market. One is fresh juice canned directly after filtering and sterilization of juice freshly squeezed out of fresh fruits or vegetables. The other general category is juice drinks made out of concentrated fruit and vegetable juice. Concentrated fruit and vegetable juice is produced through pressing, filtering, sterilization and evaporation of fresh fruits or vegetables. It is used as the base material or ingredient for products such as drinks, fruit jam and fruit wine, etc. Concentrated juices are not drinkable. Instead, they are used as a basic ingredient for manufacturing juice drinks and as an additive to fruit wine and fruit jam, cosmetics and medicines.

For Shaanxi Tianren, the period between each August through February or March is our squeeze season when fresh fruits are available in the market and concentrated fruit juices are produced out of fresh fruits. We produce and sell both concentrated fruit juices and juice drinks. Compared to juice drinks, our concentrated juice products generally can achieve a higher gross margin, averaging above 50%, while that of juice drinks is slightly above 20%. Therefore, our core products are concentrated apple, pear and kiwi juices and our production has strategically been focused on concentrated juice products. We also produce juice drinks and other derivative products, especially when we are not in squeeze season. Our wide range of product offerings and our ability to shift focus among products based on supply and demand in the market and seasonal factors help us to diversify our operational risks and supplement our revenue generation.

Our main products include concentrated apple juice, concentrated pear juice, concentrated kiwi fruit puree, fruit juice drinks, fresh fruits and organic fresh fruits. Our raw material mainly consists of apple, pear and kiwi fruits which we procure in the PRC market and the cost of which typically represents over 65% of our overall production cost. We source our pear and kiwi supply mainly from our home province, Shaanxi Province, which is known for its pear and kiwi production. Our kiwi processing facilities are located in Zhouzhi County, Shaanxi Province, where 70% of the country’s kiwi’s are grown. We source our apple supply mainly from Liaoling Province, where our leased production facilities from YinKou Huludao Wonder Fruit Co., Ltd. (“Huludao Wonder”) are located. Because of the seasonal nature in the growing and harvesting of fruits and vegetables, our business is seasonal and can be greatly affected by weather. In the squeeze season of 2005, the main production areas of apples and pears in China suffered from poor weather which caused a lower yield in the apple and pear crop. As a result, our cost of raw materials was higher in 2005 and 2006.
 
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To take advantage of economies of scale and to enhance our production efficiency, each of our manufacturing facilities has a focus on juice products centering around one particular fruit according to the proximity of such manufacturing to the supply center of a fruit. All concentrated juice products are manufactured using the same type of production line with slight variations in processing methods. Since June 2007, after we leased the production facilities of Huludao Wonder, we have been operating our pear juice products business out of our Jingyang Branch Office. Our business involving apple juice products is operated out of the leased facilities of Huludao Wonder, and our business involving kiwi fruit products is run out of Xi’an Tianren Modern Organic Agriculture Co., Ltd. (“Xi’an Tianren”), in which we have held a 91.15% ownership interest since May 2006.
 
The table below shows the breakdown of our main products for the periods indicated and the responsible production facilities:
 
 
Products
   
Fiscal year 2005
 
Fiscal Year 2006
 
January to September 2007
 
Responsible Production Facility
Revenue ($)
% of Total Revenue
Revenue (%)
% of Total Revenue
Revenue ($)
% of Total Revenue
               
Concentrated Apple Juice
Huludao Wonder, Liaoling Province
4,466,050
63.55%
2,119,655
12.16%
   
               
Concentrated Pear Juice
Jingyang Branch Office, Shaanxi Province
2,561,839
36.45%
4,983,145
28.59%
6,910,842
55.32%
               
Kiwi Fruit Virgin Puree
Xi’an Tianren, Shaanxi Province
   
1,665,754
9.57%
475,827
3.8%
               
Concentrated Kiwi Fruit Juice
Xi’an Tianren, Shaanxi Province
   
2,090,336
11.99%
1,296,230
10.38%
               
Others:
All the above
   
6,568,314
37.69%
3,810,903
30.5%
               
Total
 
7,027,889
100%
17,427,204
100%
12,493,802
100%
 
 
 
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On May 27, 2006, Shaanxi Tianren purchased 91.15% of Xi’an Tianren’s ownership interest for a purchase price in the amount of RMB$36,460,000 (or approximately US$4,573,221). The acquisition was accounted for using the purchase method, and the financial statements of Shaanxi Tianren and Xi’an Tianren have been consolidated on the purchase date and forward.  During the two month period immediately after we acquired Xi’an Tianren in May 2006, we temporarily suspended production at the Xi’an Tianren facility to engage in extensive technological and facility upgrades as well as personnel training. We resumed production thereafter. Therefore, for fiscal year 2006, Xi’an Tianren generated revenues only for the period between August and December.

On June 2, 2007, Shaanxi Tianren entered into a lease agreement with Shaanxi Hede Venture Capital Management Co., Ltd., pursuant to which Shaanxi Tianren, for a term of one year and for a monthly lease payment of RMB 300,000, leased all the assets and operating facilities of Huludao Wonder, which is wholly-owned by Shaanxi Hede. This lease arrangement resulted in the combination of Huludao Wonder’s operating results with those of Shaanxi Tianren on the date of the lease and forward. Due to a delay in the processing of Huludao Wonder’s export permit, we did not book any sale of apple juice products until November 2007, even though we continued producing apple juice products and started receiving orders in July 2007. As Huludao Wonder was our only facility that produced apple juice products, there was no revenue generated from apple juice products for the nine months ended on September 30, 2007 even though since November 2007, there has been revenue generated from Huludao Wonder’s sale of apple juice products.

Besides concentrated juice products, we generated other revenue in the amount of $6,568,314 from sales of pear juice, apple juice, kiwi seeds, organic kiwi fruit and fresh kiwi fruit for the fiscal year ended December 31, 2006, and $3,810,903 from sales of kiwi fruit, kiwi juice, mulberry juice, and apple spice for the nine months ended September 30, 2007.
 
The supply of our raw material fruits has traditionally been fragmented as we generally purchase directly from farmers. In addition, because the prices of raw material fruits change from season to season based on the output of the farms, we do not have long term supply agreements with our suppliers. To secure our fruit supply and lower transportation costs, our processing facilities are strategically located near the various centers of fruit supply.
 
Shaanxi Tianren is permitted by the relevant governmental authorities to directly export our products. More than 70% of our products are exported either through distributors with good credit, or to end-users directly. Our distributors are generally domestic export companies. Although we generally renew our distribution agreements with our distributors on a yearly basis, we maintain long-term relationship with our distributors. Our main export markets are the U.S., Europe, Russia, and the Middle East.

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Nine-month periods ended September 30, 2007 and September 30, 2006

RESULTS OF OPERATIONS

In both the first nine month period of 2007 and the full year 2006, Shaanxi Tianren’s net sales, gross profit, operating income and net income all rose substantially as compared with the same period in the preceding year. These increases were due in large part to the combination of Huludao Wonder’s operating results on and after June 2007 to those of Shaanxi Tianren. In addition, in 2007, Xi’an Tianren continued normal production and sale of its kiwi beverage products throughout the non-squeeze season, while in June and July of 2006, due to the transition of Xi’an Tianren as a result of our acquisition of it in May 2006, its production and sale were temporarily suspended for technological and facility upgrades and personnel training. These factors contributed to the substantial increase of our net sales for the first nine month period in 2007 as compared to the corresponding period in 2006.

As the following table shows, Tianren’s results for net sales, gross profit, operating income and net income in the nine month period ending September 30, 2007 were all significantly higher than in the corresponding period of 2006.
 
     
Nine Months Ended September 31,  
 
     
2007
   
2006
   
Change
 
Net Sales
   
12,493,802
   
11,445,200
   
9.16
%
Cost of sales
   
7,730,604
   
7,580,389
   
1.98
%
Gross Profit
   
4,763,198
   
3,864,811
   
23.25
%
Operating Expenses
   
982,770
   
668,311
   
47.05
%
Operating Income
   
780,428
   
3,196,500
   
18.27
%
Net Income
   
3,008,332
   
2,036,683
   
47.71
%
Net profit margin
                   

Net sales

Net sales for the nine months ended September 30, 2007 were $12,493,802, a 9.16% increase as compared to net sales of $11,445,200 for the corresponding period in 2006. The increase was due to Tianren’s acquisition and consolidation of Xi’an Tianren, which specializes in kiwi-related products including fresh kiwi fruits, kiwi juice puree, kiwi concentrated juice and kiwi clear juice. In the first ninth months of 2007, Xi’an Tianren increased its production of kiwi beverages. The kiwi beverage is produced by further processing of kiwi juice puree. Generally, we do not produce or sell fruit juice puree or fruit juice during the non-squeeze season between August and February or March in the following year. However, during part of the non-squeeze season in 2007 between January and June, Xi’an Tianren continued to produce kiwi juice from existing kiwi juice puree and sell kiwi juice during this period. As a result, we saw an increase in net sales for the first nine months of 2007.   In addition, the increase of net sales was also a result of a general price increase for fruit juices in 2007 as compared to that in 2006.

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Cost of Goods Sold

Cost of goods sold increased to $7,730,604 for the nine months ended September 30, 2007, a 1.98% increase as compared to $7,580,389 for the corresponding period in 2006. The percentage increase in cost of goods sold is smaller as compared to that in net sales because Xi’an Tianren increased its production of kiwi beverage series. However, during part of the non-squeeze season in 2007 between January and June, Xi’an Tianren continued to produce kiwi juice out of existing kiwi juice puree and sell kiwi juice during this period. As a result, we saw an increase in net sales for the first nine month of 2007 while there was no corresponding increase in our consumption of raw material, i.e. fresh kiwi fruits, thus we had a relatively low cost of goods sold during this period as compared to the corresponding period in 2006.

Gross Profit

Our gross profit increased 23.25% to $4,763,198 for the nine months ended September 30, 2007, from $3,864,811 for the corresponding period in 2006. In 2007, we saw a general price increase for fruit juices. Additionally, during the non-squeeze season when raw material consumption was low, Xi’an Tianren continued the production and sale of kiwi beverages from existing kiwi juice puree; it did not produce or sell kiwi beverages or kiwi juice puree during the corresponding period in 2006. These combined factors contributed to the increase of our gross profit for the nine months ended on September 30, 2007 as compared to the corresponding period in 2006.

Operating Expenses

Our operating expenses increased 47.05% to $982,770 for the nine month period ended September 30, 2007 from $668,311 for the corresponding period in 2006. Our operating expenses consist of general and administrative and selling expenses. The increase in our operating expenses was substantially attributable to the 82.88% increase in our general and administrative expenses to $681,439 for the nine month period ended September 30, 2007 as compared to $372,655 for the corresponding period in 2006. In June 2007, Shaanxi Tianren entered into a lease agreement with Shaanxi Hede Venture Capital Management Co., Ltd., pursuant to which Shaanxi Tianren, for a term of one year and for a monthly lease payment of RMB 300,000, leased all the assets and operating facilities of Yingkou Huludao Wonder Fruit Co., Ltd., which is wholly owned by Shaanxi Hede. This lease arrangement resulted in the combination of Yingkou Huludao’s operating results with those of Shaanxi Tianren. Yingkou Huludao had a large amount of general administrative expenses which attributed to the substantial increase of Shaanxi Tianren’s Operating Expenses as a result of such combination. Tianren intends to extend the lease into a long-term lease or purchase the assets that are the subject of the lease in the near future. Please refer to Item 2.01 and the section titled “Certain Relationships and Related Party Transactions” of this Report for more detailed discussion regarding the arrangements with Shaanxi Hede .

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Taxes

Our provision for income taxes was $584,389 for the nine month period ended September 30, 2007, a decrease of 43%, as compared to $1,028,179 for the corresponding period in 2006. The decrease was due to Shaanxi Tianren’s new preferential tax treatment effective from January 2007. In December 2007, Shaanxi Tianren was awarded the status of a nationally recognized High and New Technology Enterprise in December 2006, which entitles Tianren to tax-free treatment for two years starting from 2007 and thereafter reduced income taxes at 50% of its regular income tax rate then effective from 2009 to 2010. In December 2007, Xi’an Tianren was awarded the same status and will be entitled to tax-free treatment starting from 2008 through 2009 and thereafter reduced income taxes at 50% of its regular income tax rate then effective. The provision for income taxes as of September 30, 2007 was largely for Xi’an Tianren’s taxes.

LIQUIDTY AND CAPITAL RESOURCES

We have typically financed our operations and expansion from cash flow from operations and loans from our shareholders and banks. We consummated the reverse merger transaction and raised approximately $3,400,000 in gross proceeds in the private financing on February 26, 2008. The table below sets forth certain items on our balance sheet reflecting the changes to our financial condition as of September 30, 2007 from our financial condition as of December 31, 2006.
 
   
As of September 30,
 
As of December 31,
Change
 
   
2007 ($)
 
  2006 ($)
 
   
Cash and Cash Equivalents
   
2,595,274
   
2,135,173
   
21.55
%
Accounts Receivable
   
3,347,878
   
5,151,634
   
-35.01
%
Inventories
   
3,306,226
   
765,711
   
331.79
%
Related Party Receivables
   
3,827,763
   
419,523
   
812.41
%
Related Party Payable
   
65,467
   
1,950,892
   
-96.64
%
Advances from Customers
   
3,138,930
   
-
       
Short Term Loan
   
1,331,416
   
-
       

Cash and Cash Equivalents

Cash and cash equivalents reached $ 2,595,274 as of September 30, 2007, an increase of $21.55% from $2,135,173 as of December 31, 2006. The large increase was primarily due to the collection of $1,968,356 in accounts receivable and advances from customers of approximately $3,138,930 in the first nine month period of 2007.

Inventories

Our inventories reached $3,306,226 as of September 30, 2007 from $765,711 at the beginning of the year, representing an increase of 331.79%. Inventory consists of raw materials, merchandise on hand, low-value consumables and packaging materials and finished products. Our inventories as of September 30, 2007 consisted largely of concentrated apple juice produced by Huludao Wonder. As discussed above, we started operating Huludao Wonder in June 2007 pursuant to a lease and management arrangement with Shaanxi Hede. However, Huludao did not book any sales until November 2007 due to the delay in obtaining an export permit. As such, we accrued a large amount of inventory which contributed to the 331.79% increase.

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Related Party Receivables

Related party receivables increased to $ 3,827,763 as of September 30, 2007 from $419,523 as of December 31, 2006, representing an increase of 812.41%. The related party receivables as of September 30, 2007 consisted primarily of two interest-free loans in the aggregate amount of approximately RMB27,000,000 (or, approximately $3,792,482) that we advanced to Shaanxi Hede in June and July 2007 for Shaanxi Hede to acquire Huludao Wonder , a factory that produces apple juice products. The total purchase price of Huludao Wonder by Shaanxi Hede was RMB 48,250,000 (or, approximately $6,777,637). Shaanxi Hede was 80% owned by Mr. Yongke Xue, our Chief Executive Officer and director and 20% owned by Ms. Xiaoqin Yan, a director of Shaanxi Tianren. Prior to Shaanxi Hede’s acquisition of Huludao Wonder, Huludao Wonder was identified by Shaanxi Tianren as a potential acquisition target whose product offering and manufacturing capacity complemented the business of Shaanxi Tianren. As part of Shaanxi Tianren’s strategic plan, it is intended that Shaanxi Tianren will acquire Huludao from Shaaxi Hede at cost after operating Huludao Wonder under a one-year lease and management arrangement entered into by the parties in June 2007. The principal amount of one such loan is RMB 7,000,000 (or approximately $983,284) which will mature on June 5, 2008. The principal amount of the second loan is RMB 20,000,000 (or approximately $2,809,383) which will mature on July 1, 2008. Late payment is subject to a penalty of 2% each day that the payment is not made when due. Shaanxi Tianren currently plans to acquire Huludao Wonder prior to the maturity of the loans. Under the terms of the second loan, any outstanding amount of the loan at the time of the acquisition will be deducted from the purchase price. Please refer to Item 2.01 and the section titled “Certain Relationships and Related Party Transactions” of this Report for more information about these related party transactions.

Related Party Payables

Related party payables were $65,467 as of September 30, 2007, representing a decrease of 96.64% as compared to $1,950,892 at the beginning of the year. It consisted of interest free loans from the shareholders of the Company to meet the Company’s working capital needs. These loans do not have fixed payment terms.

Advance from Customers

Advances from customers were $ 3,138,930 as September 30, 2007, while we did not have any advance from customers at the beginning of the year. In 2007, our sales were largely generated from direct export for which we usually require advance payment of 100% of the purchase price and we generally deliver the products one or two months later. In 2006, our sales were largely generated from sale to a few domestic export companies who historically acted as our distributors and with whom we have long-term relationships. We usually do not require advance payments from such distributors.

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Short Term Loan

As of September 30, 2007, we had a short term loan in the principal amount of $1,331,416 form China Construction Bank, Gaoxin Branch. The interest rate is 7.524% per annum and the loan will mature on June 7, 2008.

Fiscal years ended December 31, 2006 and December 31, 2005

RESULTS OF OPERATIONS

As the following table shows, Shaanxi Tianren’s results for net sales, gross profit, operating income and net income for the year ended December 31, 2006 were all significantly higher than for the year ended December 31, 2005. The increases were due to the consummation of a series of acquisition transactions in 2005 and 2006, including our acquisition of all assets of Shaanxi Fruit Processing Factory (“Shaanxi Fruit”) in December 2005 and our acquisition of a 91.15% ownership interest in Xi’an Tianren   through a series of transactions in 2006. As a result of these acquisitions, we have consolidated Shaanxi Fruit and Shaaxi Tianren’s financial statements into Shaanxi Tianren’s financial statements for the year ended December 31, 2006.   Prior to our acquisition of Shaanxi Fruit, we conducted our manufacturing activities out of leased facilities from Shaanxi Fruit. Our acquisition of Shaanxi Tianren was accounted for using the purchase method, and the financial statements of Shaanxi Tianren and Xi’an Tianren were consolidated from May 27, 2006 forward.  During the two month period immediately after we acquired Xi’an Tianren in May 2006, we temporarily suspended its production to engage in extensive technological and facility upgrades as well as personnel training. We resumed production thereafter. Therefore, for fiscal year 2006, Xi’an Tianren generated revenues only for the period between August and December.
 
   
Twelve Months Ended December 31,
 
   
2005
   
2006
   
Change
 
Net Sales
 
7,027,889
 
 
17,427,204
 
 
147.97
%
Cost of Goods Sold
 
4,471,432
 
 
10,105,327
 
 
126
%
Gross Profit
 
2,556,457
 
 
7,321,877
 
 
186.41
%
Gross Margin
 
36.36
  %
 
42.01
%
 
15.54
 %
Operating Expenses
 
937,294
   
1,069,970
   
14.16
%
Income from Operations
 
1,619,163
 
 
6,251,908
 
 
286.12
%
Net Income
 
1,035,384
 
 
3,845,270
 
 
271.39
%

Net sales

Net sales during 2006 were $17,427,204 for the year ended December 31, 2006, a 147.97% increase as compared to a net sales of $7,027,889 for the year ended December 31, 2005. The increase was partially due to our acquisition of operating assets of Shaanxi Fruit in December 2005. We, thereafter, upgraded the production facilities which resulted in increased production capacity and sales. The increase was also due to our acquisition of a91.15% ownership interest in Xi’an Tianren in 2006 and the resulting financial consolidation of the two entities. Additionally, there was a better yield in fruit supply in 2006 as compared to that in 2005, which led to higher production and sales in 2006 as compared to 2005.
 
29

Cost of Goods Sold

Cost of goods sold increased to $10,105,327 for the fiscal year ended December 31, 2006, an increase of 126% as compared to $4,471,432 for the fiscal year ended December 31, 2005. This increase is due primarily to our increased purchase of fruits to supply our expanded production, as well as the consolidation of the financials of Xi’an Tianren into our financials.

Gross Profit

Gross profit increased 186.41% to $7,321,877 for the fiscal year ended December 31, 2006, as compared to $2,556,457 for the fiscal year ended December 31, 2005. Gross margin increased 15.54% during the period, largely because we added kiwi juice products to our product offering as a result of our acquisition of Xi’an Tianren in May 2006. Concentrated kiwi juice general has a higher gross margin at approximately 58% as compared to our then existing juice products, such as concentrated pear juice which has a gross margin of approximately 40%.
 
Income from Operations

Income from operations increased 286.12% to $6,251,908 for the fiscal year ended December 31, 2006, as compared to $1,619,163 for the fiscal year ended December 31, 2005. As a percentage of net sales, operating income was approximately 37.23% for the fiscal year ended December 31, 2006, representing an increase of 76.77% from 22.90% for the fiscal year ended December 31, 2005. The increase in income from operations was due to the drastic increase in net sales in fiscal year 2006 while the operating expenses remained relatively stable in 2006.

Operating Expenses

Operating expenses were $1,069,969 for the fiscal year ended December 31, 2006, an increase of 14.16% as compared to $937,294 for the fiscal year ended December 31, 2005. The increase was due to the addition of operating expenses incurred by Xi’an Tianren to our total operating expenses.

Net Income

Net income was $3,845,270 for the fiscal year ended December 31, 2006, an increase of 271.39% from $1,035,384 for the fiscal year ended December 31, 2005. This increase is attributable to our acquisition of Xi’an Tianren in May 2006 and the subsequent consolidation of Xi’an Tianren’s financials.

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LIQUIDITY AND CAPITAL RESOURCES

The table below sets forth certain items on our balance sheet reflecting the changes to our financial conditions as of December 31, 2006 from our financial condition as of December 31, 2005.


 
 
As of December 31,
 
 
 
2005
 
2006
 
change
 
Cash and Cash Equivalents and Marketable Securities
 
 
593,446
 
 
2,135,173
 
 
259.79
%
Accounts Receivable
 
 
277,748
 
 
5,151,634
 
 
1,754.79
%
Inventory
 
 
1,233,790
 
 
765,711
 
 
-37.94
%
Accounts Payable
 
 
1,986,253
 
 
631,019
 
 
-68.23
%
Related Party Payable
   
329,200
   
1,950,892
   
492.62
%
Taxes Payable
 
 
302,730
 
 
1,583,884
 
 
423.20
%
Short Term Loans
 
 
1,117,755
 
 
0
 
 
   

Cash and Cash Equivalents

Cash and cash equivalents increased 259.79% to $2,135,173 for the fiscal year ended December 31, 2006, as compared to $593,446 for the fiscal year ended December 31, 2005, primarily as a result of the increase of net cash provided by financing activities in 2006. In 2006, net cash provided by financing activities increased 212.37% to $4,453,672 as compared to net cash provided by financing activities of $1,425,790 in 2005. The increase was due to a capital contribution made by our shareholders in the amount of approximately $6,271,558 in 2006.   Net cash used in investing activities decreased 34.79% in 2006 to $5,080,680 from net cash used in investing activities of $7,791,538 in 2005. The fluctuation of net cash used in investing activities was primarily caused by our acquisitions in 2005 and 2006 and the prices we paid for such acquisitions. In 2005, we paid $6,808,060 for fixed assets, including the operational assets of Shaanxi Fruit. In 2006, we purchased a 91.15% equity interest in Xi’an Tianren for a purchase price of $4,573,221, including a cash payment of $4,213,662. Net nash provided by operating activities decreased 54.24% in 2006 to $2,117,594 from $4,627,490 of Net Cash Provided by Operating Activities in 2005. The decrease was attributable to the adjustments to our net sales caused by the significant increase in our accounts receivable and taxes payable as of December 31, 2006 as compared to that of December 31, 2005, as described elsewhere in this section.
 
     
As of December 31,
 
     
2005
   
2006
   
Change
 
Net Cash Provided by Operating Activities
   
4,627,490
   
2,117,594
   
-54.24
%
Net Cash Used in Investing Activities
   
7,791,538
   
5,080,670
   
-34.79
%
Net Cash Provided by Financing Activities
   
1,425,790
   
4,453,672
   
212.37
%
                     
Cash and Cash Equivalents and Marketable Securities
   
593,445
   
2,135,173
   
259.79
%
 
 
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Accounts Receivable

Accounts receivable increased 1,854.79% to $5,151,634 (representing 29.22% of our Net Sales for 2006) as of December 31, 2006, as compared to $277,748 (representing 3.91% of our net sales for 2005) as of December 31, 2005. All our accounts receivables consisted of amounts owed to our company before their due dates and were within one year old.

This increase in accounts receivable was primarily attributable to the increase of our sales as a result of our acquisition of Xi’an Tianren in May 2006. The increase of our accounts receivable as a percentage of Net Sales to 29.22% in 2006 from 3.91% was due to the fact that the accounts receivables of Shaanxi Tianren accounted for more than 80% of our consolidated accounts receivable. Shaanxi Tianren experienced a sales peak in December 2006 without having collected all the accounts receivables by the year end. In 2007, we took a few measures to manage and reduce our outstanding accounts receivables, including tightening our customer credit management, shortening collection cycles, increasing the effectiveness of our internal controls over accounts receivables and strengthening the training of our sales staff in their collection efforts . As of October 2007, we have collected all our accounts receivable outstanding as of December 31, 2006.

Inventory

As of December 31, 2006, our inventory decreased 37.94% to $765,711 from $1,233,790 as of December 31, 2005. This decrease was due mainly to the rapid sales of our finished products, which reduced the amount of low-value consumables and packaging materials and merchandise in hand. Effective inventory management enables the Company to ensure the supply in the non-production period in the following year while avoiding any overstock and deterioration of the inventory. The 15.48% increase of our raw materials was due partially to the price increase in raw materials and partially due to our consolidation of Xi’an Tianren’s raw materials into inventory. Because our management is aware that reduced raw materials in inventory may create a risk of material shortages, we maintain good working relationships with our suppliers to ensure the materials are supplied when needed.

Set forth below is a breakdown of our inventory composition :
 
     
As of December 31,
   
     
2005
   
2006
   
Change
   
Finished Products
   
755,088
   
287,323
   
-61.95
%
 
Raw Materials
   
347,211
   
400,945
   
15.48
%
 
Merchandise in Hand
   
50,647
   
39,974
   
-21.07
%
 
Low-value Consumables and Packaging Materials
   
80,844
   
37,469
   
-53.65
%
 
Total Inventory
   
1,233,790
   
765,711
   
-37.94
%
 
Accounts Payable

Our accounts payable decreased to $631,019 as of December 31, 2006 from $1,986,253 as of December 31, 2005, representing a 68.23% decrease. Our accounts payable as of December 31, 2005 consisted largely of debt incurred in acquiring Shaanxi Fruit that was still outstanding in the amount of RMB 11,792,014 (or, approximately $1,461,216 ) . In 2006, we paid off this amount, which reduced our total accounts payable as of December 31, 2006.

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Related Party Payable

Our related party payables increased 492.62% to $1,950,892 as of December 31, 2006 from $329,200, which consisted of interest free loans from our then shareholders and related entities with common owners and directors. These loans do not have fixed payment terms. The company used these loans to finance our working capital needs. As of September 30, 2007, this amount was reduced to $65,467.

Taxes Payable

Prior to 2007, we were subject to a 33% income tax rate of the PRC. Our taxes payable as of December 31, 2006 increased to $1,583,884 from $302,730, representing an increase of 423.20%. The increase was attributable to the consolidation of Xi’an Tianren’s taxes payable into our financials.

Loans

During 2005, we borrowed under a short term loan from China Agriculture Bank, Gaoxin Branch Office in the principle amount of $1,098,901 at an interest rate of 7.65% per annum due in November 2006. As of December 31, 2005, the balance of the loan including principle and interest was $1,117,755. During September 2006, we paid off the loan and as of December 31, 2006, we did not have any short term loan outstanding.
 
Critical Accounting Policies

Management's discussion and analysis of its financial condition and results of operations is based upon Pacific Industry Holding Group Co., Ltd.’s (“Pacific” or “Pacific Industry”) consolidated financial statements, which have been prepared in accordance with United States’ Generally Accepted Accounting Principles (“US GAAP”). Pacific Industry’s financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Pacific Industry believes that the following reflects the more critical accounting policies that currently affect Pacific Industry’s financial condition and results of operations.

Pacific was incorporated on November 26, 2006 in the Republic of Vanuatu by shareholders of Shaanxi Tianren. On September 28, 2007, Pacific acquired 99% of Shaanxi Tianren through a reorganization between entities under common control.  Accordingly, the transaction was accounted for similar to a pooling of interests in accordance with SFAS 141 Appendix D and is presented as if it had occurred at the beginning of the first period presented. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. The consolidated entity is referred to as “the Company” in Pacific Industry’s consolidated financial statements.

33

Shaanxi Tianren was incorporated on August 8, 2001 in the People’s Republic of China (“PRC”) located in Xi’an High-Tech Industrial Development Zone. The Company is principally engaged in developing, manufacturing and selling mostly concentrated pear and apple juices, juice concentrate, fruit beverages, agricultural products and packing supplies in the People’s Republic of China.

Xian Tianren Modern Organic Company, Ltd. (“Xian Tianren”), formerly known as “Xian Jiaoda Qianmei Modern Food Company Ltd.”, was incorporated on December 22, 2002 in the People’s Republic of China (“PRC”). The Company is principally engaged in developing, manufacturing and selling mostly concentrated kiwi and peach juices and organic agricultural fruit supplies in the People’s Republic of China.

On May 27, 2006, Shaanxi Tianren purchased 91.15% of Xian Tianren for RMB$36,460,000 (US$4,573,221). The acquisition was accounted for using the purchase method, the financial statement was consolidated on the purchase date and forward.

Consolidation

The consolidated financial statements include the accounts of Shaanxi Tianren, Xian Tianren and Pacific. All material inter-company accounts and transactions have been eliminated in consolidation.

The consolidated financial statements are prepared in accordance with US GAAP.. This basis differs from that used in the statutory accounts of Shaanxi Tianren and Xian Tianren, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC. All necessary adjustments have been made to present the financial statements in accordance with US GAAP.


Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents includes cash on hand and demand deposits held by banks. Deposits held in financial institutions in the PRC are not insured by any government entity or agency.


Accounting for the impairment of long-lived assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.

34

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the reporting periods, there was no impairment loss.


Accumulated Other Comprehensive Income

Accumulated other comprehensive income represents foreign currency translation adjustments.

Accounts Receivable

Accounts receivable and other receivables are recognized and carried at the original invoice amount less an allowance for any uncollectible amount. Allowance is made when collection of the full amount is no longer probable. Management reviews and adjusts this allowance periodically based on historical experience, the current economic climate as well as its evaluation of the collectibility of outstanding accounts. Receivable amounts outstanding more than 6 months are written off 100%. The Company evaluates the credit risks of its customers utilizing historical data and estimates of future performance.

Inventories

Inventories consist primarily of raw materials and packaging (which includes ingredients and supplies) and finished goods (which includes finished juice in our bottling and canning operations.) Inventories are valued at the lower of cost or market. We determine cost on the basis of the average cost or first-in, first-out methods.


Revenue Recognition

The Company recognizes revenue on the sales of its products as earned when the customer takes delivery of the product according to previously agreed upon pricing and delivery arrangements, and when the Company believes that collectibility is reasonably assured. The Company sells primarily perishable and frozen food products. As such, any right of return is only for a few days and has been determined to be insignificant by management. Accordingly, no provision has been made for returnable goods.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

35

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation related to property and equipment used in production is reported in cost of sales. Property and equipment are depreciated over their estimated useful lives as follows:

Buildings             20-30 years
Machinery and equipment     10 years
Furniture and office equipment   5 years
Motor vehicles         5 years  


Foreign Currency and Comprehensive Income

The accompanying financial statements are presented in US dollars. The functional currency is the Renminbi (“RMB”) of the PRC. The financial statements are translated into US dollars from RMB at year-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/USD exchange rate into a flexible rate under the control of the PRC’s government. We use the closing rate method in currency translation of the financial statements of the Company.

RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.

Taxes

Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. In accordance with Statement of Financial Accounting Standards (“SFAS”) No.109, "Accounting for Income Taxes," these deferred taxes are measured by applying currently enacted tax laws.

36

The Company has implemented SFAS No.109 “Accounting for Income Taxes”, which provides for a liability approach to accounting for income taxes. Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes. The Company has recorded no deferred tax assets or liabilities as of September 30, 2007, since nearly all differences in tax basis and financial statement carrying values are permanent differences.
 
Restrictions on Transfer of Assets Out of the PRC

Dividend payments by Shaanxi Tianren and its subsidiaries are limited by certain statutory regulations in the PRC. No dividends may be paid by Shaanxi Tianren without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 85% of profits, after tax.

Minority Interest in Subsidiary

Minority interest represents the minority stockholders’ proportionate share of 1% of the equity of Shaanxi Tianren and 8.85% of the equity of Xian Tianren.




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
 
The following table sets forth certain information as of February 27, 2008 with respect to the beneficial ownership of our Common Stock, the sole outstanding class of our voting securities, by (i) any person or group owning more than 5% of each class of voting securities, (ii) each director, (iii) each executive officer named in the Summary Compensation Table in the section entitled “Executive Compensation” below and (iv) all executive officers and directors as a group.

As of February 27, 2008 the only classes of voting securities of the Company were the Company’s Common Stock, par value $.001 per share and the Company’s Series A Convertible Preferred Stock, par value $.001 per share (“Series A Stock”). The Company also has a class of Series B Convertible Preferred Stock, par value $.001 per share (“Series B Stock”), but the holders of such class do not have the right to vote in the election of directors and are thus not considered voting securities

As of February 27, 2008, an aggregate of 87,281,218 shares of our Common Stock and an aggregate of 1,000,000 shares of our Series A Stock were outstanding.
 
In determining the percentage of Common Stock beneficially owned by a person on February 27, 2008, we divided (a) the number of shares of Common Stock beneficially owned by such person, by (b) the sum of the total number of shares of Common Stock outstanding on February 27, 2008, plus the number of shares of Common Stock beneficially owned by such person which were not outstanding, but which could be acquired by the person within 60 days after February 27, 2008 upon the exercise of warrants or the conversion of convertible securities.
 
37


Title of Class
Name and Address of Beneficial Owners (1) (2)
Amount and Nature of Beneficial Ownership
Percent of Class
Series A Convertible Preferred Stock
Hongke Xue (3)
800,000
80.0%
Series A Convertible Preferred Stock
Lin Bai (4)
100,000
10.0%
Series A Convertible Preferred Stock
Sixiao An (5)
100,000
10.0%
Common Stock
Barron Partners
730 Fifth Avenue, 9 th Floor
New York, New York 10019
6,794,118 (6)
7.2%
Common Stock
Grover Moss
19,414,634
22.2%
Common Stock
Joseph I. Emas Law Offices 1224 Washington Avenue
Miami Beach, Florida 33139 (7)
12,195,122
22.2%
Common Stock
Walker Street Associates
12,195,122
14.0%
Common Stock
Burr Northrop
1181 Village Dr, Chino Hills,
CA 91709  
10,500,000
12.0%
Common Stock
All officers and directors as a group (one person)
12,195,122
14.0%

(1)  
Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power or as to which such person has the right to acquire such voting and/or investment power within 60 days.
 
(2)  
Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares and the address of such person is c/o the Company, at Room 1404 and Room 1403, A-4F Tongxinge, Xietong Building, Gaoxin 2nd Road, Hi-Tech Industrial Zone, Xi’an, Shaanxi province, PRC 710065 .

(3)  
Consists of 800,000 shares owned of record by Fancylight Limited, a British Virgin Islands company (“Fancylight”). Fancylight and Hongke Xue have entered into a Call Option Agreement pursuant to which Mr. Xue has the right to acquire all of such shares. Fancylight and Mr. Xue have also entered a Voting Trust Agreement, dated as of February 25, 2008under which Mr. Xue has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Mr. Xue may be deemed to be the sole beneficial owner of such shares.
 
 
38


 
(4)  
Consists of 100,000 owned by China Tianren Organic Food Holding Company Limited, as attorney-in-fact for certain persons. China Tianren Organic Food Holding Company Limited (“Organic”) is a British Virgin Islands company. Organic and Lin Bai have entered into a Voting Trust and Escrow Agreement dated as of February 25, 2008 pursuant to which Lin Bai has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Lin Bai may be deemed to be the sole beneficial owner of such shares.

(5)  
Consists of 100,000 owned by Winsun Limited, as attorney-in-fact for certain persons. Winsun Limited (“Winsun”) is a British Virgin Islands company. Winsun and Sixiao An have entered into a Voting Trust and Escrow Agreement dated as of February 25, 2008 pursuant to which Sixiao An has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Sixiao An may be deemed to be the sole beneficial owner of such shares.

(6)  
Consists of 6,794,118 shares of Common Stock issuable upon exercise of currently exercisable warrants. Barron Partners, LP also owns of record an aggregate of 3,365,147 shares of Series B Stock. Such Series B Stock will be automatically converted into shares of Common Stock upon the effectiveness of a 1 for 328.72898 reverse stock split of the Company’s Common Stock. However, since such reverse stock split may not be effectuated until more than 60 days after February 27, 2008, as of February 27, 2008 Barron Partners is not deemed to beneficially own shares of Common Stock by virtue of its ownership of Series B Stock
 
(7)   Joseph I. Emas is a director of the Company.


 
DIRECTORS AND EXECUTIVE OFFICERS


The Company’s Directors and Executive Officers  

On February 22, 2008, Terrence Leong resigned from our Board of Directors to pursue other interest and was replaced by Joseph I. Emas.

On February 26, 2008, in connection with the change of control of the Company described in Item 5.01 of this Current Report on Form 8-K, we have appointed Yongke Xue as our board of directors and we also appointed Mr. Xue to replace Terrence Leong and as our Chief Executive Officer.  Each of our current executive officers and each of our directors is a resident of the PRC.  As a result, it may be difficult for investors to affect service of process within the United States upon them or to enforce court judgments obtained against them in the United States courts.
 
39

 
 
Directors and Executive Officers   Position/Title   Age
Yongke Xue   Chairman of Board, CEO   42
Joseph I. Emas   Director   53
 
Yongke Xue, Chairman of Board and CEO . Mr. Xue has been serving as our director since February 26, 2008 in upon consummation of the transactions under the Agreement. Mr. Xue has served as the Director at Shaanxi Tianren Organic Food Co., Ltd. since 2005. Mr. Xue served as the general manager of Shaanxi Hede Venture Capital Management Co., Ltd. from January 2006 to June 2007. Prior to that, he served as the business director of the investment banking division of Hualong Securities Co., Ltd. from April 2001 to December 2005. He also Acted as the vice general manager of Shaanxi Huaye Foods Co., Ltd. from July 1998 to March 2001. From July 1989 to June 1998, he worked at the Northwestern Materials Bureau of the PLA General Logistics Department. Mr. Xue graduated from Xi’an Jiaotong University with a degree of MBA in 2000. Mr. Xue graduated from National University of Defence Technology in July of 1989 and he majored in Metal Material & Heat Treatment and holds a bachelor’s degree.
 
Joseph I. Emas, Director.   Mr. Emas has been serving as our director since February 22, 2008. Mr. Emas is licensed to practice law in Florida, New Jersey and New York. Mr. Emas specializes in securities regulation, corporate finance, mergers and acquisitions and corporate law. Mr. Emas received his Honors BA at University of Toronto, Bachelor of Administrative Studies, with distinction, at York University in Toronto, his JD, cum laude from Nova Southeastern Shepard Broad Law School and his LL.M. in Securities Regulation at Georgetown University Law Center. Mr. Emas was an Adjunct Professor of Law at Nova Southeastern Shepard Broad Law School. Mr. Emas received the William Smith Award, Pro Bono Advocate for Children in 2000 and the 2006 Child Advocacy Award in Florida and is the author of “Update of Juvenile Jurisdiction Florida Practice in Juvenile Law.” Mr. Emas was been a member of the Juvenile Court Rules Committee for the State of Florida from 1999 through 2006, and currently sits on the Florida Child Advocacy Committee.  


Directors and Executive Officers of Tianren
 
Tianren’s current executive officers and Directors are as follows:
 

Directors and Executive Officers
 
Position/Title
 
Age
Hongke Xue
 
Chairman of Board, CEO
 
35
Yongke Xue
 
Director
 
42
Ke Lu
 
Director, president
 
38
Xiaoqin Yan
 
Director
 
30
 
 
40

 
Guang Li
 
Director, vice president
 
43
Guolin Wang
 
Independent director
 
45
Xinzhong Zhu
 
Independent director
 
40
Shenglin Wang
 
Vice president
 
45
Chaoxu Li
 
CFO
 
54
Lei Chen
 
Zales Manager
 
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Hongke Xue, Chairman of Board . Mr. Xue has served as the Chairman at Tianren since 2003. Mr. Xue served as the CEO of Tianjin Tangshan Fengyuan Metal Products Co., Ltd., a Sino-foreign joint venture, from March 2002 to March 2003. Prior to that, he was the general manager of Baoji Industrial Products Co., Ltd., a whole foreign-owned enterprise from April 2001 to March 2002. From October 1997 to April 2001, he served as the vice general manager of Shaanxi Depu Industry and Trade Co., Ltd. Mr. Xue graduated from. Lanzhou University of Finance and Economics in July of 1995 and he majored in Business management and hold a bachelor’s degree.

  Yongke Xue, Director . Mr. Xue has served as a Director of Tianren since 2005. Mr. Xue served as the general manager of Shaanxi Hede Venture Capital Management Co., Ltd. from January 2006 to June 2007. Prior to that, he served as the business director of the investment banking division of Hualong Securities Co., Ltd. from April 2001 to December 2005. He also acted as the vice general manager of Shaanxi Huaye Foods Co., Ltd. from July 1998 to March 2001. From July 1989 to June 1998, he worked at the Northwestern Materials Bureau of the PLA General Logistics Department. Mr. Xue graduated from Xi’an Jiaotong University with an MBA degree in 2000. Mr. Xue obtained his Bachelor’s Degree from the National University of Defense Technology in July of 1989 with a major in Metal Material & Heat Treatment..

Ke Lu, Director, President . Mr. Lu has served as a Director and President of Tianren since 2006.. Mr. Lu was general manager of the Ningxia Business Division of Shaanxi Tongda Fruit Juice & Beverage Group Co., Ltd. from October 2004 to March 2006. Prior to that, he was the general manager and director of Huludao Wonder Fruit Co., Ltd. from December 2003 to October 2004. He served as the general manager and deputy board chairman of Dalian Purelove Fruit Juice Co., Ltd. from August 1995 to December 2003. Mr.Lu graduated from Dalian Polytechnic University with a bachelor’s degree in July of 1995 majoring in Food Science and Engineering..

Xiaoqin Yan, Director . Ms. Yan has been a Director of Tianren since 2006. From March 2004 to June 2005, Ms. Yan held positions as Manager of Human Resources of Express Worldwide Ltd. Ms. Yan served as the manager of logistics of Tianjin Dingyuan International Foods Co., Ltd. from October 1999 to July 2003. Ms. Yan graduated in July 1999 from the Air Force University of Engineering majoring in Computer Technology.. In July of 2006 she obtained a bachelor’s degree in Business Management from PLA Military School.

Guang Li, Director, Vice Presiden t . Mr. Li has served as the Director and Vice President of Tianren since 2005. He previously held the position of Vice General Manager of the Operation Dept. at Weinan Haisheng Fruit Industry Co., Ltd. from May 2003 to June 2004. Mr. Li also served as the Vice General Manager of the Operation Dept. at Dalian Haisheng Fruit Industry Co., Ltd. from July 2002 to April 2003. Prior to that, he was as the assistant to the President and Vice General Manager of Operation sat Xi’an Bite Group from April 1998 to June 2002. From July 1994 to April 1998, he served at Xiamen Royal Electronics Co., Ltd. (a Japanese-funded enterprise) as a supervisor in the Quality Control Dept. and manager of the Quality Control Dept. and Production Dept. Mr. Li obtained a Bachelor’s Degree from Beijing Jiaotong University in July of 1991. He majored in Business Management.

41

Guolin Wang, Independent director. Mr. Wang has served as a Director of Tianren since 2005. From 1996, he was a professor in the Finance Department of the Management School and the Economics and Finance School of Xi’an Jiaotong University. He served as a director and Chairman of Xi’an Changtian Environmental Protection Engineering Co., Ltd. from February 2006 to June 2007. Mr. Wang Acted as the head of the Management School Graduate Office and Chinese-Singapore Management Doctor Center Office of Xi’an Jiaotong University from 1988 to 1996. Mr. Wang graduated from Xi’an Jiaotong University in July1983. He majored in Electronics & Telecommunication and attained a bachelor’s degree of Science. He graduated from The School of Economics & Finance of Xi’an Jiaotong University in 2006. He majored in Management Science and Engineering and received a doctor’s degree.

Xinzhong Zhu, Independent director . Mr. Zhu has served as an independent director of Tianren since 2005. He has beens the President of Jiaxin Investment Development Co., Ltd. since March 2007. He was the general manager of the Financial Business Division of Xinzheng Industry Development Corporation under China National School of Administration from March 2005 to February 2007. He served as the general manager of Shanghai Wending Investment Development Co., Ltd. from October 2001 to February 2005. Prior to that, Mr. Zhu taught at the University of International Business and Trade (China Finance School) from August 1994 to July 2005. Mr Zhu graduated from Beijing University in July 1991 with a Bachelor’s degree, majoring in Structure Mechanics. In 1994, he graduated from Liaoning University with a master’s degree, with a major in Finance. In 2007, he graduated from Sun Yan-Sen University with a doctor’s degree in Finance.

Shenglin Wang, Vice President . Mr. Wang has served as the Vice President of Tianren since 2005. He served as the Vice General Manager and General Manager of Xi’an Jiaotong University Qinmei Modern Agriculture Co., Ltd. from 2002 to 2006. From 1994 to 2002, he worked at Shaanxi Xirui Group in various capacities as the head of production, the assistant to the factory director, general engineer and group supervisor. Mr. Wang graduated from Southern Yangtze University in July of 1984 with a bachelor’s degree. He majored in Food Science and Engineering and obtained a master’s degree in 1989.

Chaoxu Li, CFO. Mr.   Li has served as the CFO of Tianren since 2005. He served at Shaanxi Xilan Natural Gas Co., Ltd. from 2003 to 2005. Prior to that, he served at Shaanxi Qinfeng Agriculture Co., Ltd. from January 2003 to March 2003. He served at Yangling District Yuanye Beverage Co., Ltd. from March 2001 to December 2002. Mr. Li graduated from Northwest A&F University in 1989 with a Bachelor’s degree. He majored in accounting..

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Lei Chen, Sales Manager . Ms. Chen served as the Sales Manager of Tianren since 2006. She served as the sales manager of the Chinese market department and the head of the foreign sales department of Shaanxi Haisheng Fruit Industry Development Co., Ltd. from July 2000 to April 2006. Ms. Chen graduated from Xi’an International Studies University with a Bachelor’s degree in 1997. She majored in English.

  Mr. Hongke Xue and Mr. Yongke Xue are brothers. There are no other family relationships among directors or executive officers of Tianren. To our knowledge, none of our directors and executive officers (including the directors   and executive officers of our subsidiaries) has been involved in any of the following proceeding during the past five years:

1.  
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.  
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.  
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.  
being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee Financial Expert

Our board of directors currently acts as our audit committee. At the present time, we believe that the members of board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We currently do not have a member who qualifies as an “audit committee financial expert” as defined in Item 407(e)(5) of Regulation S-B and is “independent” as the term is used in Item 407(a)(1)) of Regulation S-B under the Securities Exchange Act of 1934 . Our board of directors is in the process of searching for a suitable candidate for this position.


EXECUTIVE COMPENSATION

The Company’s executive officers currently do not receive any compensation for serving as executive officer of the Company or Pacific Industry, but are compensated by and through Tianren. The following table sets forth information concerning cash and non-cash compensation paid by Tianren to the Company’s Chief Executive Officer for each of the two fiscal years ended December 31, 2007 and December 31, 2006. No executive officer of the Company, Pacific Industry or Tianren received compensation in excess of $100,000 for any of those two years.


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Name and Principal Position
 
Year Ended
 
Salary ($)
 
Bonus ($)
 
Stock Awards
 
Option Awards
 
Non-Equity Incentive Plan Compensation (S)
 
Non-Qualified Deferred Compensation Earnings ($)
 
All Other Compensation ($)
 
Total ($)
 
Yongke Xue
CEO
   
12/31/2006
 
$
0.00
   
-
   
-
   
-
   
-
   
-
   
-
 
$
0.00
 
   
12/31/2007
 
$
0.00
    -     -     -     -     -     -    
0.00
 


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  
 
Yongke Xue, the Chairman of the Board, and Chief Executive Officer of the Company, owns 80% of the equity interest of Shaanxi Hede Venture Capital Management Co., Ltd. (“Hede”), a PRC company. Xiaoqin Yan, a director of Tianren, owns the remaining 20% of Hede..

Hede leases to Tianren all of the assets and facilities of the Huludao Wanjia fruit factory under a lease dated June 2, 2007 between Hede and Tianren. The lease is for a term of one year from July 1, 2007 to June 30, 2008. The monthly rent under the lease is RMB300,000 (approximately $42,182) . Upon execution of the lease, Hede was paid RMB1.8 million, representing the first 6 months rent, and an additional performance guaranty payment of RMB1.2 million.

On June 6, 2007 Tianren loaned to Hede RMB 7 million (approximately $984,265) pursuant to a Loan Agreement entered into by the parties on June 5, 2007. The entire principal of the loan is due on June 5, 2008.

On August 1, 2007 Tianren loaned to Hede RMB 20 million (approximately $2,812,188) pursuant to a Loan Agreement entered into by the parties on such date. The loan mas made to enable Hede to purchase the Huludao Wanjia fruit factory. The loan is due on August 1, 2008. The loan agreement provides that no interest shall accrue on the outstanding amount of the loan, but that that if Hede does not pay the outstanding loan when due, then it shall be required to pay in addition to the principal of the loan, liquidated damages at the rate of 2% of the loan amount per day.

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LEGAL PROCEEDINGS

We know of no material, active, pending or threatened proceeding against us, Pacific Industry or Tianren, nor are we involved as a plaintiff in any material proceeding or pending litigation.


MARKET FOR OUR COMMON STOCK

We have three classes of equity securities: (i) Common Stock, par value $.001 per share (“Common Stock”), 87,281,218 shares of which are outstanding as of the date of this Current Report, held by approximately 85 shareholders of record, (ii) Series A Convertible Preferred Stock, par value $.001 per share, (“Series A Stock”), 1,000,000 shares of which are outstanding as of the date of this Current Report, held by three persons and (iii) Series B Convertible Preferred Stock, par value $.001 per share of which 5,448,480 are outstanding as of the date of this Current Report, held by three stockholders. Our Common Stock is quoted on the Over-the-Counter Bulletin Board ("OTCBB") under the symbol "EEVT.OB".

There has been only sporadic trading in shares of our Common Stock since our shares have been quoted on the OTCBB.

Penny Stock Regulations

    The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell the our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary
market.

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Dividends

Our board of directors has not declared a dividend on our Common Stock during the last two fiscal years or the subsequent interim period and we do not anticipate the payments of dividends in the near future as we intend to reinvest our profits to grow our business.
 

RECENT SALES OF UNREGISTERED SECURITIES

Please see Item 3.02 - “Unregistered Sales of Equity Securities,” of this Current Report, which is incorporated herein by reference.



DESCRIPTION OF SECURITIES

  Authorized Capital Stock . Our authorized capital stock consists of: (i) 100,000,000 shares of Common Stock; (ii) 1,000,000 shares of Series A Stock and 7,000,000 shares of Series B Stock.

The following is a summary of the material terms of our capital stock. This summary is subject to and is qualified in its entirety by the Company’s Amended and Restated Articles of Incorporation, Certificates of Designation of the Series A Stock and the Series B Stock, By-laws and the applicable provisions of Florida law.

Common Stock

Holders of shares of Common Stock are entitled to one vote for each share on all matters to be voted on by the stockholders. According to our charter documents, holders of our Common Stock do not have preemptive rights, and are not entitled to cumulative voting rights. There are no conversion or redemption rights or sinking funds provided for our stockholders. Shares of Common Stock share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available for distribution as dividends. In the event of a liquidation, dissolution or winding up of the Company, the holders of Common Stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of Common Stock are fully paid and non-assessable.

The Series A Stock

In connection with the Share Exchange, we designated 1,000,000 shares of Series A Stock out of our total authorized number of 10,000,000 shares of Preferred Stock, par value $0.001 per share. The rights and preferences of the Series A Stock are set forth in the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock which we filed with the Secretary of State of Florida on February 22, 2008. The following is a summary of the rights and preferences:

46

No Dividends . No dividends are payable with respect to the Series A Stock unless we pay dividends to holders of outstanding shares of Common Stock, in which event, each outstanding share of the Series A Stock will be entitled to receive dividends in an amount or value as would have been payable on the number of shares of Common Stock into which each share of Series A Stock would be convertible. The rights of holders of Series A Stock to receive dividends are subject to the rights of any holder of our Series B Stock or other senior stock.

Mandatory Conversion . We are required to file an amendment to our Articles of Incorporation (“Amendment”) with the Secretary of State of the State of Florida effecting a 328.72898-for-1 reverse stock split of our Common Stock (or a split using such other ratio that may be required) (the “Reverse Split”). Upon effectiveness of such reverse stock split, all the outstanding shares of Series A Stock will immediately and automatically convert into shares of Common Stock without any notice or action required on us or on the holders of Series A Stock or Common Stock (the “Mandatory Conversion”). In the Mandatory Conversion, each holder of Series A Preferred will be entitled to receive twenty two and 62/10,000 (22.0062) shares of fully paid and non-assessable Common Stock for every one (1) share of Series A held (the “Conversion Rate”).

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

 
(a)
Those voting rights required by applicable law; and
(b)           The right to vote together with the holders of the Common Stock and Series B Stock, as a single class, upon all matters submitted to holders of Common Stock for a vote, with each share of Series A Preferred Stock carrying a number of votes equal to the number of shares of Common Stock issuable in a Mandatory Conversion (as described below).

Redemption; Liquidation Preference . The Series A Stock shall not be redeemable and shall have no liquidation preference.
 
 
Series B Stock

In connection with the Share Exchange, we designated 7,000,000 shares of Series B Stock out of our total authorized number of 10,000,000 shares of Preferred Stock, par value $0.001 per share. The rights and preferences of the Series B Preferred Stock are set forth in the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock which we filed with the Secretary of State of Florida on February 22, 2008. The following is a summary of the rights and preferences:

47

No Dividends . No dividends are payable with respect to the Series A Stock and no dividends can be paid on our Common Stock while the Series B Stock is outstanding.

Voting Rights . The Series B Stock shall have no voting rights, except as required by Florida law. However, so long as any shares of Series B Stock are outstanding, we cannot, without the affirmative approval of the holders of 75% of the shares of the Series B Stock then outstanding,

(a) alter or change adversely the powers, preferences or rights given to the Series B Stock or alter or amend the Certificate of Designations of the Series B Stock,

(b) authorize or create any class of stock (other than Series A Stock) ranking as to dividends or distribution of assets upon a liquidation senior to or otherwise pari passu with the Series B Stock, or any series of preferred stock possessing greater voting rights or the right to convert at a more favorable price than the Series B Stock,

(c) amend our certificate of incorporation or other charter documents in breach of any of the provisions hereof,

(d) increase the authorized number of shares of Series B Stock or the number of authorized shares of Preferred Stock.

Liquidation Preference . On liquidation the holders are entitled to receive $1.20 per share (out of available assets) before any distribution or payment can be made to the holders of any junior securities.

Conversion at Option of Holder . Upon effectiveness of the Reverse Split, each share of Series B Stock is convertible at any time into one share of common stock at the option of the holder.]If the conversion price (initially $1.20) is adjusted, the conversion ratio will likewise be adjusted and the new conversion ratio will be determined by multiplying the conversion ratio in effect by a fraction, the numerator of which is the conversion price in effect before the adjustment and the denominator of which is the new conversion price.

  Automatic Conversion on Change of Control . In the event of a “change of control” the shares of Series B Stock will be automatically converted into common stock. A “change in control” means a consolidation or merger of us with or into another company or entity in which we are not the surviving entity or the sale of all or substantially all of our assets to another company or entity not controlled by our then existing stockholders in a transaction or series of transactions.
 
4.9% Beneficial Ownership Limitation . Except in certain circumstances, the right of the holder to convert the Series B Stock is subject to the 4.9% limitation, with the result we shall not effect any conversion of the Series B Stock, and the holder has no right to convert any portion of the Series Stock, to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates) would beneficially own in excess of 4.9% of the number of shares of common stock outstanding immediately after giving effect to such conversion.  Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act, and Regulation 13d-3 thereunder. The 4.9% limitation may not be waived or amended.
  
48

Liquidated Damages for Failing to Timely Deliver Certificates : If we fail to deliver the appropriate stock certificates within three trading days of the conversion date, we are required to pay the holder, in cash, liquidated damages the amount by which (x) the holder’s total purchase price (including brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such holder was entitled to receive from the conversion at issue multiplied by (2) the price at which the sell order giving rise to such purchase obligation was executed.
 
Certain Adjustments.
 
Stock Dividends and Stock Splits. Appropriate adjustments will be made to the conversion ratio in the event of a stock dividend, stock distribution, stock split or reverse stock split or reclassification with respect to the outstanding shares of common stock.
 
Price Adjustment; Full Ratchet. From and after February 26, 2008 and until such time as the investors hold less than 20% of the Series B Stock, except for certain exempt issuances not to exceed 5% of the outstanding shares of Common Stock for every two year period, certain issuances as to which price adjustment has already been made, in the event we issue Common Stock at a price, or issue warrants, options, convertible debt or equity securities with a exercise price per share or conversion price which is less than the conversion price then in effect, then the conversion price will be reduced, concurrently with such issue or sale, to such lower price.

Subsequent Transactions . For so long as any investor holds any of the Series B Stock, we are prohibited from effecting or entering into an agreement to effect any transactions involving a “Variable Rate Transaction” or an “MFN Transaction”.
 
  Subsequent Rights Offerings . We are prohibited from, at any time while the Series B Stock is outstanding, issuing rights, options or warrants to holders of Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the then applicable conversion price.

Pro Rata Distributions . If we distribute to the holders of common stock evidences of its indebtedness, assets, rights or warrants to subscribe for or purchase any security, then in each case the conversion price shall be determined by multiplying the conversion price by a fraction the numerator of which is the VWAP minus the then fair market value at such record date of the portion of the assets or evidence of indebtedness so distributed applicable to one outstanding share of the common stock as determined by the Board of Directors in good faith and the denominator of which is the VWAP on the record date,.
  
49

Fundamental Transaction . If we effect a merger, sell all or substantially all of our assets, any tender offer or exchange offer is completed pursuant to which holders of common stock are permitted to tender or exchange their shares for other securities, cash or property, or we effect any reclassification of the common stock or any compulsory share exchange pursuant to which the common stock is effectively converted into or exchanged for other securities, cash or property (each, a “fundamental transaction”), then on subsequent conversion of the Series A Preferred Stock, the holder has the right to receive, for each share of common stock that would have been issuable on such conversion absent such fundamental transaction, the same kind and amount of securities, cash or property as the holder would have been entitled to receive on the occurrence of the fundamental transaction as if the holder had been, immediately prior to such fundamental transaction, the holder of common stock.

Transfer Agent and Registrar
 
The registrar and transfer agent for the Company’s capital stock is Holladay Stock Transfer, 2939 North 67 th Place, Scottsdale, Arizona 85251 and its main telephone number is 480-481-3940.
 

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 
The Florida Business Corporation Act provides that a person who is successful on the merits or otherwise in defense of an action because of service as an officer or director or a corporation, such person is entitled to indemnification of expenses actually and reasonably incurred in such defense. F.S. 607.0850(3)

Such act also provides that the corporation may indemnify an officer or director, advance expenses, if such person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to a criminal action, had no reasonable cause to believe his conduct was unlawful. F.S. 607.0850(1)(2).

A court may order indemnification of an officer or director if it determines that such person is fairly and reasonably entitled to such indemnification in view of all the relevant circumstances. F.S. 607.0850(9).

Article VIII of our Amended and Restated Articles of Incorporation authorizes us, among other things, to indemnify our officers, directors, employees or agents against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with certain actions, suits or proceedings if they acted in good faith and in a manner in which they reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, has no reasonable cause to believe their conduct was unlawful. Article VII of our By—laws authorizes us to indemnify our officers and directors to the fullest extent authorized or permitted by the Florida Business Corporation Act.

 
50

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Please see Item 9.01 - “Financial Statements and Exhibits” of this Current Report.
 
WHERE YOU CAN FIND MORE INFORMATION
 

We have filed with the U.S. Securities and Exchange Commission (the “SEC”), located on 100 F Street NE, Washington, D.C. 20549, Current Reports on Form 8-K, Quarterly Reports on form 10-QSB, Annual Reports on Form 10-KSB, and other reports, statements and information as required under the Securities Exchange Act of 1934, as amended.
 
The reports, statements and other information that we have filed with the SEC may be read and copied at the Commission's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.
 
The SEC maintains a web site (HTTP://WWW.SEC.GOV.) that contains the registration statements, reports, proxy and information statements and other information regarding registrants that file electronically with the SEC such as us. You may access our SEC filings electronically at this SEC website. These SEC filings are also available to the public from commercial document retrieval services.

51

Item 3.02   Unregistered Sales of Equity Securities.

Issuance of Series A Stock in Acquisition of Pacific Industry

Under the Share Exchange Agreement, on February 26, 2008, we issued 1,000,000 shares of our Series A Stock in exchange for all of the outstanding shares of the common stock of Pacific Industry. At the completion of that share exchange, Pacific Industry became the Company’s wholly owned subsidiary. The Share Exchange was accomplished in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Issuance of Series B Stock in Private Placement

In connection with the Share Exchange, on February 26, 2008, the Company issued 2,833,333 shares of Series B Stock and warrants to purchase 7,000,000 shares of Common Stock (the “Warrants”) to two investors, in exchange for a cash payment in the amount of $3,400,000. The issuance of the Series B Stock was accomplished in reliance upon Section 4(2) of the Securities Act. Under the stock purchase agreement relating to such sale, the Company also deposited 2,000,000 shares of the Series B Stock into an escrow account to be held by an escrow agent as make good shares in the event the Company’s consolidated pre-tax income and pre-tax income per share, on a fully-diluted basis, for the years ended December 31, 2007, 2008 or 2009 are less than certain pre-determined target numbers.
 
Under the Securities Purchase Agreement, we are required to register for resale each share of underlying Common Stock sold therein.

On February 26, 2008, the Company issued to Barron Partners an aggregate of 615,147 shares of Series B Stock in exchange for the cancellation of all principal and accrued interest aggregating approximately $5,055,418 on certain promissory notes of the Company held by Barron. The issuance of the Series B Stock was accomplished in reliance upon Section 4(2) of the Securities Act.

Item 5.01   Changes in Control of Registrant
 
On February 26, 2008 the Company acquired the Pacific Industry Shares, through a share exchange (the “Share Exchange”) in which the Company issued an aggregate of 1,000,000 shares of its Series A Convertible Preferred Stock, par value $.001 per share (the “Series A Stock”) to Pacific Industry’s shareholders in exchange for the Pacific Industry Shares. As a result of the Share Exchange, the former shareholders of Pacific Industry assumed control of the Company. Fancylight Limited, a British Virgin Islands company (“Fancylight”), acquired 800,000 of the 1,000,000 shares of Series A Stock issued on such date. Fancylight and Hongke Xue have entered into a Call Option Agreement pursuant to which Mr. Xue has the right to acquire all of such shares. Fancylight and Mr. Xue have also entered a Voting Trust Agreement, dated as of February 25, 2008u nder which Mr. Xue has been appointed as voting trustee under a voting trust created with respect to all of such shares. Therefore, Mr. Xue may be deemed to be the sole beneficial owner of such shares and by virtue thereof Mr Xue may be deemed to be the controlling person of the Company.

52


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers .

On February 26, 2008, Mr. Yongke Xue was elected as a director and Chairman of the Board and Chief Executive Officer of the Company. Mr. Xue, owns 80% of the equity interest of Shaanxi Hede Venture Capital Management Co., Ltd. (“Hede”), a PRC company. For information concerning certain transactions entered into between the Company and Hede in 2007, see the “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS” section of Item 2.01 herein.

Item. 5.06   Change in Shell Company Status.

As a result of its acquisition of all of the outstanding capital stock of Pacific Industry, as described in Item 2.01, which description is in its entirety incorporated by reference in this Item 5.06 of this Current Report, the Company ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act.

Item 9.01   Financial Statements and Exhibits .

(a) FINANCIAL STATEMENTS
 
The financial statements of Tianren are appended to this Current Report beginning on page F-1.
 
(b) Pro Forma Financial Statements

(d) The following exhibits are filed with this Current Report

2.1 Share Exchange Agreement, dated as of February 22, 2008 by and among Pacific Industry Holding Group Co. Ltd. (“Pacific”), Terrence Leong, the Company and the shareholders of Pacific. (1)

3.1 Articles of Incorporation of Entech Environmental Technologies, Inc.*

3.2 Amended and Restated Articles of Incorporation of Entech Environmental Technologies, Inc.*

3.3   Certificate of Designations, Preferences and Rights of the Company’s Series A Convertible Preferred Stock.(1)

3.4 Certificate of Designations, Preferences, Rights and Limitations of the Company’s Series B Convertible Preferred Stock.(1)

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3.5 Bylaws of Entech Environmental Technologies, Inc.*

4.1 Warrants issued to Barron Partners LP, dated as of February 25, 2008.*

4.2 Warrants issued to EOS Holdings LLC, dated as of February 25, 2008.*

9.1 Voting Trust Agreement, dated as of February 25, 2008, by and among Fancylight Limited and Hongke Xue.*

9.2 Voting Trust and Escrow Agreement, dated as of February 25, 2008, by and among Winsun Limited and Sixiao An.*

9.3 Voting Trust and Escrow Agreement, dated as of February 25, 2008 , by and among China Tianren Organic Food Holding Company Limited.and Lin Bai.*

10.1 Series B Convertible Preferred Stock Purchase Agreement by and among the Company, Barron Partners LP and EOS Holdings, LLC, dated as of February 25, 2008.*

10.2 Registration Rights Agreement by and among the Company, Barron Partners LP and EOS Holdings, LLC, dated as of February 25, 2008.*

10.3   Escrow Agreement by and among Shaanxi Tianren Organic Food Co., Ltd., Barron Partners LP, EOS Holdings, LLC and Tri-state Title & Escrow, LLC, dated as of February 6, 2008.*

10.4   Make Good Escrow Agreement by and among the Company, Barron Partners LP, EOS Holdings, LLC and Tri-state Title & Escrow, LLC, dated as of February 25, 2008.*

10.5   Call Option Agreement between Hongke Xue and Fancylight Limited, dated as of February 25, 2008 . *

10.6   Share Transfer Agreement by and among Shaanxi Hede Venture Capital Management Co., Ltd., Niu Hongling, Wang Qifu, Wang Jianping, Zhang Wei, Cui Youming and Yuan Ye, dated as of May 31, 2007.*

10.7   Lease Agreement between Shaanxi Tianren Organic Food Co., Ltd. and Shaanxi Hede Venture Capital Management Co., Ltd., dated as of June 2, 2007.*

10.8   Loan Agreement between Shaanxi Tianren Organic Food Co., Ltd. and Shaanxi Hede Venture Capital Management Co., Ltd., dated as of June 5, 2007.*

10.9  Loan Agreement between Shaanxi Tianren Organic Food Co., Ltd. and Shaanxi Hede Venture Capital Management Co., Ltd., dated as of August 1, 2007.*
 
54

21.1   Description of Subsidiaries of the Company.*
 
*File herewith

(1) Incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 28, 2008.

55







SIGNATURES
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
       (Registrant)
 
 
 
 
 
 
Date: March 3, 2008 By:   /s/ Yongke Xue
 
Yongke Xue,
Chief Executive Officer
   
 
 
 
 
56


 
Pacific Industry Holding Group Co., Ltd.
Consolidated Financial Statements

(Unaudited)

September 30, 2007
 

 
Pacific Industry Holding Group Co., Ltd.
Unaudited Consolidated Financial Statements
September 30, 2007 and 2006
 
  Index to Financial Statements  
 
Page
 
 
 
 
 
 Index
   
F-1
 
         
 Consolidated Balance Sheet  
   
F-2
 
         
 Consolidated Statements of Operations and Comprehensive Income
   
F-3
 
         
 Consolidated Statements of Cash Flows
   
F-4
 
         
 Notes to Unaudited Consolidated Financial Statements
   
F-5
 
 
F-1

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD
CONSOLIDATED BALANCE SHEET (UNAUDITED)
 
   
September 30,
 
ASSETS
 
2007
 
Current assets
     
Cash and cash equivalents
 
$
2,595,274
 
Accounts receivable, net of allowance for doubtful accounts of $439
   
3,347,878
 
Inventories
   
3,306,226
 
Advanced to suppliers
   
443,073
 
Other receivables
   
39,493
 
Taxes receivable
   
348,783
 
Total current assets
   
10,080,727
 
         
Related party receivable
   
3,827,763
 
Property, plant and equipment, net
   
9,759,012
 
Construction in progress
   
35,149
 
Land usage right
   
2,733,497
 
Total assets
 
$
26,436,148
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY
       
Current liabilities
       
Accounts payable
 
$
701,549
 
Accrued payroll and welfare
   
249,083
 
Related party payable
   
65,467
 
Other payables
   
51,340
 
Advances from customers
   
3,138,930
 
Short-term loans
   
1,331,416
 
Total current liabilities
   
5,537,785
 
Minority interest
   
880,746
 
Stockholders' equity
       
Common stock, 100 shares authorized, issued and outstanding
   
1,000
 
Additional paid in capital
   
10,901,817
 
Retained earnings
   
7,870,561
 
Accumulated other comprehensive income
   
1,244,239
 
Total stockholders' equity
   
20,017,617
 
         
Total liabilities and stockholders' equity
 
$
26,436,148
 
 
See accompanying notes to consolidated financial statements
 
F-2

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
 (UNAUDITED)
   
Nine Months Ended,
 
   
September 30, 2007
 
September 30, 2006
 
           
Revenues
         
Sales revenues
 
$
12,493,802
 
$
11,445,200
 
Cost of sales
   
7,730,604
   
7,580,389
 
Gross profit
   
4,763,198
   
3,864,811
 
               
Operating expenses
             
General and administrative expenses
   
681,439
   
372,655
 
Selling expenses
   
301,331
   
295,656
 
Total operating expenses
   
982,770
   
668,311
 
               
Income from operations
   
3,780,428
   
3,196,500
 
               
Other income (expense)
             
Interest income
   
11,855
   
10,314
 
Other expense
   
(42,954
)
 
(143
)
Interest expense
   
(19,761
)
 
(61,858
)
Total other expense
   
(50,860
)
 
(51,687
)
Net income before income taxes and minority interest
   
3,729,568
   
3,144,813
 
Provision for income taxes
   
584,389
   
1,028,179
 
Net income before minority interest
   
3,145,179
   
2,116,634
 
               
Minority interest in earnings
   
136,847
   
79,951
 
               
Net income
 
$
3,008,332
 
$
2,036,683
 
               
Foreign currency translation adjustment
   
709,104
   
183,553
 
Comprehensive income
 
$
3,717,436
 
$
2,220,236
 
Weighted average shares outstanding
   
100
   
100
 
Basic earnings per common share
 
$
30,083
 
$
20,367
 
Diluted earnings per common share
 
$
30,083
 
$
20,367
 
 
See accompanying notes to consolidated financial statements
 
F-3

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

   
Nine Months Ended
 
   
September 30, 2007
 
September 30, 2006
 
Cash flows from operating activities:
         
Net income
 
$
3,008,332
 
$
2,036,683
 
Minority interest
   
136,847
   
79,951
 
Depreciation
   
784,690
   
590,099
 
Amortization
   
43,255
   
43,675
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
1,968,356
   
(313,642
)
Other receivables
   
(15,854
)
 
(12,789
)
Advance to suppliers
   
(257,043
)
 
(5,122
)
Inventories
   
(2,460,482
)
 
412,684
 
Accounts payable
   
44,602
   
1,064,564
 
Other payables
   
6,951
   
16,346
 
Accrued payroll and welfare
   
39,678
   
49,387
 
Taxes payable or receivable
   
(1,956,009
)
 
11,018
 
Advances from customers
   
3,076,827
   
115,311
 
Net cash provided by operating activities
   
4,420,150
   
4,088,165
 
Cash flows from investing activities:
             
Purchase of Xian Tianren, net of cash acquired
   
-
   
(4,194,092
)
Additions to fixed assets
   
(110,602
)
 
(467,903
)
Loan repayment from related parties
   
-
   
259,667
 
Loan advanced to related parties
   
(3,322,667
)
 
-
 
Net cash used in investing activities
   
(3,433,269
)
 
(4,402,328
)
Cash flows from financing activities:
             
Capital contribution from stockholders
   
-
   
6,242,431
 
Repayments of short-term loans
   
-
   
(1,126,198
)
Proceeds of short-term loans
   
1,305,074
   
-
 
Loan repayment made to related parties payable
   
(1,923,969
)
 
-
 
Advances from related parties
   
-
   
488,039
 
Payments of dividends
   
-
   
(711,637
)
Net cash provided by (used in) financing activities
   
(618,895
)
 
4,892,635
 
               
Effect of rate changes on cash
   
92,115
   
70,589
 
Increase in cash and cash equivalents
   
460,101
   
4,649,061
 
Cash and cash equivalents, beginning of period
   
2,135,173
   
593,445
 
Cash and cash equivalents, end of period
 
$
2,595,274
 
$
5,242,506
 
Supplemental disclosures of cash flow information:
             
Cash paid for interest
 
$
23,611
 
$
64,418
 
Cash paid for income taxes
 
$
1,855,950
 
$
1,091,368
 

See accompanying notes to consolidated financial statement
 
F-4


  PACIFIC INDUSTRY HOLDING GROUP CO., LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
1. Nature of operations

Pacific Industry Holding Group Co.,Ltd. (“Pacific”) was incorporated on November 26, 2006 in the Republic of Vanuatu with common shareholders of Shaanxi Tianren Organic Food Company, Ltd. (“Shaanxi Tianren”).On September 28, 2007, Pacific acquired 99% of Shaanxi Tianren through a reorganization between entities under common control.  Accordingly, the transaction was accounted for similar to a pooling of interests in accordance with SFAS 141 Appendix D and is presented as if it had occurred at the beginning of the first period presented. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. 

The consolidated entity is hereafter referred to as “the Company”.

Shaanxi Tianren was incorporated on August 8, 2001 in the People’s Republic of China (“PRC”) located in Xi’an High-Tech Industrial Development Zone. The Company is principally engaged in developing, manufacturing and selling mostly concentrated pear and apple juice, juice-vinegar concentrate, beverage, agricultural products and packing supplies in the People’s Republic of China.

Xian Tianren Modern Organic Company, Ltd. (“Xian Tianren”), former name Xian Jiaoda Qianmei Modern Food Company Ltd., was incorporated on December 22, 2002 in the People’s Republic of China (“PRC”). The Company is principally engaged in developing, manufacturing and selling mostly concentrated kiwi and peach juice and organic agricultural fruit supplies in the People’s Republic of China.

On May 27, 2006, Shaanxi Tianren purchased 91.15% of Xian Tianren with RMB$36,460,000 (US$4,573,221). The acquisition was accounted for using the purchase method, the financial statement was consolidated on the purchase date and forward.

  2.   Basis of Presentation

The consolidated financial statements include the accounts of Shaanxi Tianren, Xian Tianren and Pacific. All material inter-company accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). This basis differs from that used in the statutory accounts of Shaanxi Tianren and Xian Tianren, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC. All necessary adjustments have been made to present the financial statements in accordance with US GAAP.

3.   Summary of Significant Accounting Policies

Economic and Political Risks

The Company faces a number of risks and challenges as a result of having primary operations and marketing in the PRC. Changing political climates in the PRC could have a significant effect on the Company’s business.

Control by Principal Stockholders

The directors, executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company’s assets.

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents includes cash on hand and demand deposits held by banks. Deposits held in financial institutions in the PRC are not insured by any government entity or agency.
 
F-5

 
  PACIFIC INDUSTRY HOLDING GROUP CO., LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
3.   Summary of Significant Accounting Policies (continued)

Accounting for the impairment of long-lived assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the reporting periods, there was no impairment loss.
 
Shipping and Handling Costs
 
Under generally accepted accounting principles, shipping and handling costs may be reported as a component of either cost of sales or selling, general and administrative expenses. The Company reported all outbound freight expense of  $260,309 for September 30,2007, respectively, in the Consolidated Statement of Income as a component of selling expenses.
 
Accumulated Other Comprehensive Income

Accumulated other comprehensive income represents foreign currency translation adjustments.

Accounts Receivable

Accounts receivable and other receivables are recognized and carried at original invoice amount less an allowance for any uncollectible. Allowance is made when collection of the full amount is no longer probable. Management reviews and adjusts this allowance periodically based on historical experience, current economic climate as well as its evaluation of the collectability of outstanding accounts. Receivable amounts over 6 months are written off 100%.The Company evaluates the credit risks of its customers utilizing historical data and estimates of future performance.

Inventories

Inventories consist primarily of raw materials and packaging (which includes ingredients and supplies) and finished goods (which includes finished juicy in our bottling and canning operations.)
Inventories are valued at the lower of cost or market. We determine cost on the basis of the average cost or first-in, first-out methods.

Inventories consisted of:

   
September 30,
 
   
2007
 
       
Raw materials and packaging
 
$
410,977
 
         
Finished goods
   
2,895,249
 
         
Inventories
 
$
3,306,226
 
 
F-6


PACIFIC INDUSTRY HOLDING GROUP CO., LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Summary of Significant Accounting Policies (continued)

Intangible assets

The Company adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), effective January 1, 2002. Under SFAS 142, goodwill and indefinite lived intangible assets are not amortized, but are reviewed annually for impairment, or more frequently, if indications of possible impairment exist. The Company has no indefinite lived intangible assets.

Revenue Recognition

The Company recognizes revenue on the sales of its products as earned when the customer takes delivery of the product according to previously agreed upon pricing and delivery arrangements, and when the Company believes that collectability is reasonably assured. The Company sells primarily perishable and frozen food products. As such, any right of return is only for a few days and has been determined to be insignificant by management. Accordingly, no provision has been made for returnable goods.

Advertising and Promotion Expense

Advertising and promotion costs are expensed as incurred. The Company incurred $3,791 and $1,169 of advertising and promotion costs for the nine months ended September 30, 2007 and September 30, 2006, respectively.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation related to property and equipment used in production is reported in cost of sales. Property and equipment are depreciated over their estimated useful lives as follows:
 

 
  Buildings   20-30 years
  Machinery and equipment   10 years
  Furniture and office equipment   5 years
  Motor vehicles   5 years  
       

   
September 30,
 
   
2007
 
Machinery and equipment
 
$
8,699,588
 
Furniture and office equipment
   
156,704
 
Motor vehicles
   
161,947
 
Buildings
   
3,108,852
 
Subtotal
   
12,127,091
 
Less: accumulated depreciation
   
(2,368,079
)
Net property and equipment
 
$
9,759,012
 
 
F-7

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
3.   Summary of Significant Accounting Policies (continued)

Depreciation expense included in general and administration expenses for the nine months ended September 30, 2007 and September 30, 2006 was $45,478 and $43,506, respectively. Depreciation expense included in cost of sales for the nine months ended September 30, 2007 and September 30, 2006 was $739,212 and $546,593, respectively.

Long-term assets of the Company are reviewed annually to assess whether the carrying value has become impaired according to the guidelines established in Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” No impairment of assets was recorded in the periods reported.

Foreign Currency and Comprehensive Income

The accompanying financial statements are presented in US dollars. The functional currency is the Renminbi (“RMB”) of the PRC. The financial statements are translated into US dollars from RMB at year-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/USD exchange rate into a flexible rate under the control of the PRC’s government. We use the Closing Rate Method in currency translation of the financial statements of the Company.

RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.

Taxes

Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. In accordance with Statement of Financial Accounting Standards (“SFAS”) No.109, "Accounting for Income Taxes," these deferred taxes are measured by applying currently enacted tax laws.

The Company has implemented SFAS No.109 “Accounting for Income Taxes”, which provides for a liability approach to accounting for income taxes. Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes. The Company has recorded no deferred tax assets or liabilities as of September 30, 2007, since nearly all differences in tax bases and financial statement carrying values are permanent differences.  

Advances from customers  

Advances from customers are the prepayment by customers for future purchase of the goods from the Company. The balance at September 30, 2007 was $3,138,930.

Restrictions on Transfer of Assets Out of the PRC

Dividend payments by Shaanxi Tianren and its subsidiaries are limited by certain statutory regulations in the PRC. No dividends may be paid by Shaanxi Tianren without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 85% of profits, after tax.

Minority Interest In Subsidiary

Minority interest represents the minority stockholders’ proportionate share of 1% of the equity of Shaanxi Tianren and 8.85% of the equity of Xian Tianren. Minority interest balance at September 30, 2007 was $880,746.
 
F-8

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
4. Land usage right

According to the laws of the PRC, the government owns all of the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the PRC government. Accordingly, the Company paid in advance for the land use rights. Prepaid land use rights are being amortized and recorded as lease expense using the straight-line method over the use terms of the lease which is 20 to 50 years. Prepaid land lease on September 30, 2007 was $2,733,497. [Missing Graphic Reference]

5.   Related Party Receivables

During the year, the Company has made loans to related entities with common owners and directors. The loans are unsecured and bear no interest. These loans have no fixed payment terms. The loans balance at September 30, 2007 totaled $3,827,763.

Name of Related party
 
September 30, 2007
 
Relation
 
           
Shaanxi Hede Investment Management Co., Ltd ("Shaanxi Hede")
   
3,792,482
   
the former shareholder of Shaanxi Tianren
 
               
Xi'an Qinmei Food Co., Ltd ("Xi'an Qinmei")
   
35,281
   
the shareholder of Xi’an Tianren.
 
               
Total
   
3,827,763
       

6. Related Party Payables

The Company has borrowed money from its shareholders and related entities with common owners and directors which amounted to $65,467 as of September 30, 2007. These loans bear no interest and have no fixed payment terms.

Name of Related party
 
September 30, 2007
 
Relation
 
           
Ms. Cui, Yuan
   
34,046
   
Shareholder of Shaan xi Tianren
 
               
Mr. Xue, Yongke
   
31,421
   
the shareholder and director of Shaanxi Tianren
 
               
Total
   
65,467
       

7. Taxes Receivable

The Company is currently subject to income taxes and VAT taxes according to applicable tax laws in the PRC. On September 30, 2007 taxes receivable of $348,783 is due to VAT input exceeds the VAT output.

8. Contingencies

The Company has not, historically, carried any property or casualty insurance. No amounts have been accrued for any liability that could arise from the lack of insurance. Management feels the chances of such an obligation arising are remote.

Deposits in banks in the PRC are not insured by any government entity or agency, and are consequently exposed to risk of loss. Management believes the probability of a bank failure, causing loss to the Company, is remote.
 
F-9

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
9. Concentrations, Risks, and Uncertainties

The Company has the following concentrations of business with one customer constituting greater than 10% of the Company’s gross sales:

   
For nine months ended September 30,
 
       
Major Customer  
  2007
 
2006
 
Shaanxi Jiedong Trade Company, Ltd.
   
11 %
 
 
8 %
 

The Company has not experienced any significant difficulty in collecting its accounts receivable in the past and is not aware of any financial difficulties being experienced by its major customers. There was no bad debt expense during the nine months ended September 30, 2007.

The Company has the following concentrations of business with one vendor constituting greater than 10% of the Company’s purchases:

   
For nine months ended September 30,
 
Major Vendors
 
2007
 
2006
 
Shaanxi Haomai Industrial Trading Co., Ltd.
   
12 %
 
 
15 %
 

10. Related party transactions

During the nine months ended September 30, 2007, Shaanxi Tianren leased Huludao Wonder Fruit Co., Ltd., which is one of plants owned by Shaanxi Hede, to the Company for production and sales of apple juice. The company paid the fees of $134,592 of 3 months to Shaanxi Hede for such lease.

11. Recent Accounting Pronouncements


In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51" ("SFAS No. 160”). SFAS No. 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled, and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. It is effective for fiscal years beginning on or after December 15, 2008 and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements shall be applied prospectively. We are currently evaluating the impact of adopting SFAS No. 160 on our consolidated financial statements.
 
F-10

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Recent Accounting Pronouncements (continued)

In February 2007, the FASB issued Statement No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment to FASB Statement No. 115”. This statement permits companies to choose to measure many financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement of accounting for financial instruments. This statement applies to all entities, including not for profit. The fair value option established by this statement permits all entities to measure eligible items at fair value at specified election dates. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.The Company is currently assessing the impact adoption of SFAS No. 159 that will have on its consolidated financial statements.
 
F-11

 
Pacific Industry Holding Group Co., Ltd.
Consolidated Financial Statements

December 31, 2006 and 2005
 

 
Pacific Industry Holding Group Co., Ltd.
Consolidated Financial Statements
December 31, 2006 and 2005
 
  Index to Financial Statements
Page
  Report of Independent Registered Public Accounting Firm    
F-1
  Consolidated Balance Sheets  
F-2
  Consolidated Statements of Operations and Comprehensive Income  
F-3
  Consolidated Statement of Changes in Stockholders’ Equity    
F-4
  Consolidated Statements of Cash Flows          
F-5
  Notes to Consolidated Financial Statements        
F-6
   

 
Report of Independent Registered Public Accounting Firm

To the Board of Directors
Pacific Industry Holding Group Co., Ltd.

We have audited the consolidated balance sheets of Pacific Industry Holding Group Co., Ltd. (the Company) as of December 31, 2006 and 2005, and the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2006 and 2005. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Pacific Industry Holding Group Co., Ltd. as of December 31, 2006 and 2005, and the results of its operations and its cash flows for the years ended December 31, 2006 and 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
June 19, 2007
 
F-1

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
CONSOLIDATED BALANCE SHEETS

   
December 31,
 
December 31,
 
ASSETS
 
2006
 
2005
 
Current assets
         
Cash and cash equivalents
 
$
2,135,173
 
$
593,445
 
Accounts receivable, net of allowance for doubtful
accounts $423 and 0 , respectively
   
5,151,634
   
277,748
 
Inventories
   
765,711
   
1,233,790
 
Advances to suppliers
   
173,943
   
26,398
 
Other receivables
   
22,429
   
6,709
 
Total current assets
   
8,248,890
   
2,138,090
 
               
Related party receivable
   
419,523
   
6,196
 
Property, plant and equipment, net
   
10,081,975
   
6,909,028
 
Land usage right
   
2,671,660
   
1,369,815
 
Total assets
 
$
21,422,048
 
$
10,423,129
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Current liabilities
             
Accounts payable
 
$
631,019
 
$
1,986,253
 
Accrued payroll and welfare
   
200,647
   
80,239
 
Related party payable
   
1,950,892
   
329,200
 
Taxes payable
   
1,583,884
   
302,730
 
Other payables
   
42,562
   
29,291
 
Dividend payable
   
-
   
706,302
 
Advances from customers
   
-
   
83,209
 
Short-term loans
   
-
   
1,117,755
 
Total current liabilities
   
4,409,004
   
4,634,979
 
Minority interest
   
712,863
   
10,498
 
Stockholders' equity
             
Common stock, 100 shares authorized, issued and outstanding
   
1,000
   
1,000
 
Additional paid in capital
   
10,901,817
   
4,619,226
 
Retained earnings
   
4,862,229
   
1,016,959
 
Accumulated other comprehensive income
   
535,135
   
140,467
 
Total stockholders' equity
   
16,300,181
   
5,777,652
 
               
Total liabilities and stockholders' equity
 
$
21,422,048
 
$
10,423,129
 
 
See accompanying notes to consolidated financial statements
 
F-2

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
 
   
Year Ended,
 
   
December 31, 2006
 
December 31, 2005
 
           
Revenues
         
Sales revenues
 
$
17,427,204
 
$
7,027,889
 
Cost of sales
   
10,105,327
   
4,471,432
 
Gross profit
   
7,321,877
   
2,556,457
 
               
Operating expenses
             
General and administrative expenses
   
405,253
   
488,948
 
Selling expenses
   
664,717
   
448,346
 
Total operating expenses
   
1,069,970
   
937,294
 
               
Income from operations
   
6,251,907
   
1,619,163
 
               
Other income (expense)
             
Interest income
   
14,365
   
22,299
 
Other income (expense)
   
(79,616
)
 
50,119
 
Interest expense
   
(62,147
)
 
(2,504
)
Total other income (expense)
   
(127,398
)
 
69,914
 
Net income before income taxes and minority interest
   
6,124,509
   
1,689,077
 
Provision for income taxes
   
2,035,675
   
650,265
 
Net income before minority interest
   
4,088,834
   
1,038,812
 
               
Minority interest in earnings
   
243,564
   
3,428
 
               
Net income
 
$
3,845,270
 
$
1,035,384
 
               
Foreign currency translation adjustment
   
394,668
   
140,467
 
Comprehensive income
 
$
4,239,938
 
$
1,175,851
 
Weighted average shares outstanding
   
100
   
100
 
Basic earnings per common share
 
$
38,453
 
$
10,354
 
Diluted earnings per common share
 
$
38,453
 
$
10,354
 
 
See accompanying notes to consolidated financial statements
 
F-3

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 
               
Accumulated
     
       
Additional
     
Other
     
   
Common
 
Paid In
 
Retained
 
Comprehensive
     
   
Stock
 
Capital
 
Earnings
 
Income
 
Total
 
                       
Balance January 1, 2005
 
$
1,000
 
$
4,619,226
 
$
677,546
 
$
-
 
$
5,297,772
 
Net income
   
-
   
-
   
1,035,384
       
1,035,384
 
Foreign currcncy translation adjustment
                     
140,467
   
140,467
 
Dividend paid
   
-
   
-
   
(695,971
)
 
-
   
(695,971
)
Balance January 1, 2006
 
$
1,000
 
$
4,619,226
 
$
1,016,959
 
$
140,467
 
$
5,777,652
 
Net income
   
-
   
6,282,591
   
3,845,270
         
10,127,861
 
Foreign currcncy translation adjustment
                     
394,668
   
394,668
 
Balance December 31, 2006
 
$
1,000
 
$
10,901,817
 
$
4,862,229
 
$
535,135
 
$
16,300,181
 
 
See accompanying notes to consolidated financial statements
 
F-4

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS

   
Year Ended
 
   
December 31, 2006
 
December 31, 2005
 
Cash flows from operating activities:
         
Net income
 
$
3,845,270
 
$
1,035,384
 
Adjustments to reconcile net income to net cash provided
             
by operations, net of effects from purchase of Xian Tianren
             
Minority interest
   
243,564
   
3,428
 
Depreciation
   
1,476,675
   
95
 
Amortization
   
63,799
   
-
 
Provision for allowance for bad debt
   
423
   
-
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
(3,617,789
)
 
719,880
 
Other receivables
   
(11,693
)
 
(6,544
)
Advances to suppliers
   
18,970
   
298,536
 
Inventories
   
600,876
   
332,842
 
Accounts payable
   
(1,736,923
)
 
1,948,768
 
Other payables
   
11,788
   
19,293
 
Accrued payroll and welfare
   
63,320
   
24,471
 
Taxes payable
   
1,243,543
   
174,101
 
Advances from customers
   
(84,229
)
 
77,236
 
Net cash provided by operating activities
   
2,117,594
   
4,627,490
 
Cash flows from investing activities:
             
Purchase of Xian Tianren, net of cash acquired
   
(4,213,662
)
 
-
 
Additions to fixed assets
   
(723,255
)
 
(6,808,060
)
Prepaid land usage right
   
-
   
(983,478
)
Loan advanced to related parties
   
(143,753
)
 
-
 
Net cash used in investing activities
   
(5,080,670
)
 
(7,791,538
)
Cash flows from financing activities:
             
Capital contribution from stockholders
   
6,271,558
   
-
 
Repayments of short-term loans
   
(1,131,452
)
 
-
 
Proceeds of short-term loans
   
-
   
1,101,405
 
Advances from related parties
   
28,524
   
324,385
 
Payments of dividends
   
(714,958
)
 
-
 
Net cash provided by financing activities
   
4,453,672
   
1,425,790
 
Effect of rate changes on cash
   
51,132
   
32,961
 
Increase (Decrease) in cash and cash equivalents
   
1,541,728
   
(1,705,297
)
Cash and cash equivalents, beginning of year
   
593,445
   
2,298,742
 
Cash and cash equivalents, end of year
 
$
2,135,173
 
$
593,445
 
Supplemental disclosures of cash flow information:
             
Cash paid for interest
 
$
-
 
$
-
 
Cash paid for income taxes
 
$
791,020
 
$
476,146
 

See accompanying notes to consolidated financial statement

F-5

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. Nature of operations

Pacific Industry Holding Group Co.,Ltd. (“Pacific”) was incorporated on November 26, 2006 in the Republic of Vanuatu with common shareholders of Shaanxi Tianren Organic Food Company, Ltd. (“Shaanxi Tianren”). On September 28, 2007, Pacific acquired 99% of Shaanxi Tianren through a reorganization between entities under common control.  Accordingly, the transaction was accounted for similar to a pooling of interests in accordance with SFAS 141 Appendix D and is presented as if it had occurred at the beginning of the first period presented.The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. 

The consolidated entity is hereafter referred to as “the Company”.

Shaanxi Tianren was incorporated on August 8, 2001 in the People’s Republic of China (“PRC”) located in Xi’an High-Tech Industrial Development Zone. The Company is principally engaged in developing, manufacturing and selling mostly concentrated pear and apple juice, juice-vinegar concentrate, beverage, agricultural products and packing supplies in the People’s Republic of China.

Xian Tianren Modern Organic Company, Ltd. (“Xian Tianren”), former name Xian Jiaoda Qianmei Modern Food Company Ltd., was incorporated on December 22, 2002 in the People’s Republic of China (“PRC”). The Company is principally engaged in developing, manufacturing and selling mostly concentrated kiwi and peach juice and organic agricultural fruit supplies in the People’s Republic of China.

On May 27, 2006, Shaanxi Tianren purchased 91.15% of Xian Tianren with RMB$36,460,000 (US$4,573,221). The acquisition was accounted for using the purchase method, the financial statement was consolidated on the purchase date and forward.

2.   Basis of Presentation

The consolidated financial statements include the accounts of Shaanxi Tianren, Xian Tianren and Pacific. All material inter-company accounts and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). This basis differs from that used in the statutory accounts of Shaanxi Tianren and Xian Tianren, which were prepared in accordance with the accounting principles and relevant financial regulations applicable to enterprises in the PRC. All necessary adjustments have been made to present the financial statements in accordance with US GAAP.

3.   Summary of Significant Accounting Policies

Economic and Political Risks

The Company faces a number of risks and challenges as a result of having primary operations and marketing in the PRC. Changing political climates in the PRC could have a significant effect on the Company’s business.

Control by Principal Stockholders

The directors, executive officers and their affiliates or related parties own, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company’s assets.
 
F-6

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents includes cash on hand and demand deposits held by banks. Deposits held in financial institutions in the PRC are not insured by any government entity or agency.

Accounting for the impairment of long-lived assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the reporting years, there was no impairment loss.

Shipping and handling Costs

Under generally accepted accounting principles, shipping and handling costs may be reported as a component of either cost of sales or selling, general and administrative expenses. The Company reported all outbound freight expense of  $491,519 and $378,380 for 2006 and 2005, respectively, in the Consolidated Statement of Income as a component of selling expenses.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income represents foreign currency translation adjustments.

Trade Accounts Receivable

Trade accounts receivable and other receivables are recognized and carried at original invoice amount less an allowance for any uncollectible amounts. Allowance is made when collection of the full amount is no longer probable. Management reviews and adjusts this allowance periodically based on historical experience, current economic climate as well as its evaluation of the collectibility of outstanding accounts. The Company evaluates the credit risks of its customers utilizing historical data and estimates of future performance.
 
Inventories

Inventories consist primarily of raw materials and packaging (which includes ingredients and supplies) and finished goods (which includes finished juicy in our bottling and canning operations.)
Inventories are valued at the lower of cost or market. We determine cost on the basis of the average cost or first-in, first-out methods

Inventories consisted of:

   
December 31,
 
December 31,
 
   
2006
 
2005
 
Raw materials and packaging
 
$
438,414
 
$
428,055
 
Finished goods
   
327,297
   
805,735
 
Inventories
 
$
765,711
 
$
1,233,790
 
 
F-7

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
3. Summary of Significant Accounting Policies (continued)

Intangible assets

The Company adopted the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”), effective January 1, 2002. Under SFAS 142, goodwill and indefinite lived intangible assets are not amortized, but are reviewed annually for impairment, or more frequently, if indications of possible impairment exist. The Company has no indefinite lived intangible assets.

Revenue Recognition

The Company recognizes revenue on the sales of its products as earned when the customer takes delivery of the product according to previously agreed upon pricing and delivery arrangements, and when the Company believes that collectibility is reasonably assured. The Company sells primarily perishable and frozen food products. As such, any right of return is only for a few days and has been determined to be insignificant by management. Accordingly, no provision has been made for returnable goods.

Advertising and Promotion Expense

Advertising and promotion costs are expensed as incurred. The Company incurred $5,431 and $18,919 of advertising and promotion costs for the years ended December 31, 2006 and 2005, respectively.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Property, Plant and Equipment

Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are charged to expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation related to property and equipment used in production is reported in cost of sales. Property and equipment are depreciated over their estimated useful lives as follows:

Buildings   20-30 years
Machinery and equipment   10 years
Furniture and office equipment   5 years
Motor vehicles     5 years  
 
 
   
December 31,
 
December 31,
 
   
2006
 
2005
 
Machinery and equipment
 
$
8,386,700
 
$
4,812,792
 
Furniture and office equipment
   
57,006
   
14,807
 
Motor vehicles
   
155,769
   
44,000
 
Buildings
   
2,990,250
   
2,037,525
 
Subtotal
   
11,589,725
   
6,909,124
 
Less: accumulated depreciation
   
(1,507,750
)
 
(96
)
Net property and equipment
 
$
10,081,975
 
$
6,909,028
 
 
F-8

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
3. Summary of Significant Accounting Policies (continued)

Property, Plant and Equipment (continued)

Depreciation expense included in general and administration expenses for the years ended December 31, 2006 and 2005 was $162,123 and $96, respectively. Depreciation expense included in cost of sales for the years ended December 31, 2006 and 2005 was $1,314,552 and $0, respectively.

Long-term assets of the Company are reviewed annually to assess whether the carrying value has become impaired according to the guidelines established in Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” No impairment of assets was recorded in the periods reported.

Foreign Currency and Comprehensive Income

The accompanying financial statements are presented in US dollars. The functional currency is the Renminbi (“RMB”) of the PRC. The financial statements are translated into US dollars from RMB at year-end exchange rates for assets and liabilities, and weighted average exchange rates for revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

On July 21, 2005, the PRC changed its foreign currency exchange policy from a fixed RMB/USD exchange rate into a flexible rate under the control of the PRC’s government. We use the Closing Rate Method in currency translation of the financial statements of the company.

RMB is not freely convertible into the currency of other nations. All such exchange transactions must take place through authorized institutions. There is no guarantee the RMB amounts could have been, or could be, converted into US dollars at rates used in translation.

Taxes

Income tax expense is based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences between assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. In accordance with Statement of Financial Accounting Standards (“SFAS”) No.109, "Accounting for Income Taxes," these deferred taxes are measured by applying currently enacted tax laws.

The Company has implemented SFAS No.109 “Accounting for Income Taxes”, which provides for a liability approach to accounting for income taxes. Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes. The Company has recorded no deferred tax assets or liabilities as of December 31, 2006 and 2005, since nearly all differences in tax bases and financial statement carrying values are permanent differences.        

Restrictions on Transfer of Assets Out of the PRC

Dividend payments by Shaanxi Tianren and its subsidiaries are limited by certain statutory regulations in the PRC. No dividends may be paid by Shaanxi Tianren without first receiving prior approval from the Foreign Currency Exchange Management Bureau. Dividend payments are restricted to 85% of profits, after tax.

Minority Interest In Subsidiary

Minority interest represents the minority stockholders’ proportionate share of 1% of the equity of Shaanxi Tianren and 8.85% of the equity of Xian Tianren. Minority interest balance at December 31, 2006 was $712,863.
 
F-9

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
4. Land usage right

According to the laws of the PRC, the government owns all of the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the PRC government. Accordingly, the Company paid in advance for the land use rights. Prepaid land use rights are being amortized and recorded as lease expense using the straight-line method over the use terms of the lease which is 20 to 50 years. Prepaid land lease at December 31, 2006 and 2005 was $2,671,660 and $1,369,815, respectively.

5.   Related Party Receivables

During the year, the Company has made loans to related entities with common owners and directors. The loans are unsecured and bear no interest. These loans have no fixed payment terms. The loans balance at December 31, 2006 and 2005 totaled $419,523 and $6,196, respectively.

Name of Related party
 
December 31, 2005
 
Relation
 
           
Ms Li,Yao
 
$ 6,196
   
Shareholder of Shaanxi Tianren
 

Name of Related party
 
December 31, 2006
 
Relation
 
           
Ms Li,Yao
 
$ 6,403
   
Shareholder of Shaanxi Tianren
 
               
Shaanxi Hede Investment Management Co., Ltd ("Shaanxi Hede")
 
$ 174,149
   
Shareholder of Shaanxi Tianren
 
               
Xian Qinmei Food Co., Ltd ("Xian Qinmei")
 
$ 238,971
   
Shareholder of Xian Tianren
 
               
Total
 
$ 419,523
     

6. Related Party Payables

The company has borrowed money from its shareholders and related entities with common owners and directors which amounted to $1,950,892 and $329,200 as of December 31, 2006 and 2005, respectively. These loans bear no interest and have no fixed payment terms.

Name of Related party
 
December 31, 2005
 
Relation
 
           
Shaanxi Hede Investment Management Co., Ltd ("Shaanxi Hede")
 
$ 329,200
   
Shareholder of Shaanxi Tianren
 

Name of Related party
 
December 31, 2006
 
Relation
 
           
Mr. Xue, Hongke
 
$ 1,233
   
President of Shaanxi Tianren
 
             
Ms. Cui, Yuan
 
$ 135,197
   
Shareholder of Shaanxi Tianren
 
             
Mr. Xue, Yongke
 
$ 30,223
   
Shareholder of Shaanxi Tianren
 
             
Xian Hede Investment Consultation Company Limited
 
$ 1,464,108
   
  The Managing Director of Xi'an Hede is one of the family members of Chairman of Shaanxi Tianren
 
             
Mr.Liu,Andu
 
$ 25,589
   
Shareholder of Xian Tianren
 
             
Shaanxi Xirui Group Co.,Ltd
 
$ 230,512
   
Shareholder of Xian Tianren
 
             
Mr.Wang,Xiujun
 
$ 64,031
   
Shareholder of Xian Tianren
 
             
Total
 
$ 1,950,892
     
 
F-10

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.   Short Term Loan
 
During 2005, the company borrowed a short term loan from a bank in the amount of RMB9,000,000 (US$1,098,901) with interest rate at 7.65% per annum due on November 2006. During September 2006, the loan balance was paid off. At December 31, 2005 the loan balance including interest was $1,117,755.

8. Taxes Payable

The Company is currently subject to income taxes according to applicable tax laws in the PRC. At December 31, 2006 and 2005 unpaid taxes payable amounted to $1,583,884 and $302,730, respectively.

9. Business Acquisition

The acquisition of the equity interest in Tianren was effective on May 26, 2006 after the agreement was signed and consideration paid. The purchase price of RMB36,460,000 (US$4,573,221) was determined by the parties based upon the market value of the assets and business potential of Xian Tianren.

The fair value of the Xian Tianren assets and liablities at the date of acquisition are presented below:
 
Cash
 
$
359,559
 
Accounts receivable
   
1,147,265
 
Inventories
   
101,945
 
Advanced to suppliers
   
162,618
 
Other receivables
   
3,484
 
Related party receivable
   
260,879
 
Property, plant and equipment
   
3,634,559
 
Prepaid land lease
   
1,293,966
 
Accounts payable
   
(344,382
)
Accrued payroll and welfare
   
(51,983
)
Related party payable
   
(1,549,051
)
Other payable
   
(1,612
)
Net assets acquired
   
5,017,247
 
Less minority interest
   
(444,026
)
Purchase price
 
$
4,573,221
 
Less cash acquired
   
(359,559
)
Net cash paid
   
4,213,662
 
 
The following pro forma information is presented on a consolidated basis as if the acquisition took place at the beginning of the period presented.
 
F-11

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   
Year ended December 31,
 
   
2006
 
2005
 
Revenues
   
19,793,060
   
12,070,457
 
Income before extraordinary items and the cumulative effect of accounting changes
   
4,310,695
   
1,750,183
 
Net income
   
4,310,695
   
1,750,183
 
Earnings per share
   
N/A
   
N/A
 
 
10. Contingencies

The Company has not, historically, carried any property or casualty insurance. No amounts have been accrued for any liability that could arise from the lack of insurance. Management feels the chances of such an obligation arising are remote.

Deposits in banks in the PRC are not insured by any government entity or agency, and are consequently exposed to risk of loss. Management believes the probability of a bank failure, causing loss to the Company, is remote.

11. Concentrations, Risks, and Uncertainties

The Company has the following concentrations of business with one customer constituting greater than 10% of the Company’s gross sales:

   
For year ended December 31,
Major Customer
 
2006
 
2005
China National Electronic Import and Export Shaanxi Company, Ltd.
 
14%
 
N/A
Shaanxi Jiedong Trade Company, Ltd
 
16%
 
N/A
Yunnan Machinery Import and Export Company, Ltd.
 
12%
 
N/A
Hebei Rifong Food Company
 
N/A
 
10%

The Company has not experienced any significant difficulty in collecting its accounts receivable in the past and is not aware of any financial difficulties being experienced by its major customers. There was bad debt expense of $423 and $0 during the years ended December 31, 2006 and 2005, respectively.

The Company has the following concentrations of business with three vendors constituting greater than 10% of the Company’s purchases:

   
For year ended December 31,
Major Vendors
 
2006
 
2005
Shaanxi Longchang Steel Drum Production Co., Ltd
 
13%
 
N/A
Xian Steel Drum Production Factory of Shaanxi Haomai Industry and Trade Co., Ltd
 
13%
 
10%

12. Related party transactions

During the year ended 2006, the Company had sales to a related entity with common owner and director in the amount of $139,918.
 
F-12

 
PACIFIC INDUSTRY HOLDING GROUP CO., LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
13. Recent Accounting Pronouncements

In February 2007, the FASB issued Statement No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment to FASB Statement No. 115”. This statement permits companies to choose to measure many financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement of accounting for financial instruments. This statement applies to all entities, including not for profit. The fair value option established by this statement permits all entities to measure eligible items at fair value at specified election dates. This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007.The Company is currently assessing the impact adoption of SFAS No. 159 that will have on its consolidated financial statements.

 
F-13


ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.


UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

PF-1


ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

The unaudited pro forma consolidated financial statements of ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. (the “Shell”) in the opinion of management include all material adjustments directly attributable to the share exchange contemplated by a share exchange agreement, dated February 22, 2008, among Pacific Industry Holding Group Co., Ltd. (the “Pacific”), the Shell and all of the shareholders of the Pacific (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, on February 26, 2008, the Shell issued to the shareholders of the Pacific 1,000,000 preferred series A shares in exchange for all of the issued and outstanding capital stock of the Pacific. The Pacific thereby became a wholly owned subsidiary of the Shell. The pro forma consolidated statement of operations includes the accounts of the Shell and the Pacific.

The statement of operations was prepared as if the above mentioned acquisition of the Pacific by the Shell were consummated on October 1, 2005 and the balance sheet was prepared as if they were consummated on September 30, 2007. These pro forma consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had the transaction occurred on the dates indicated and are not necessarily indicative of the results that may be expected in the future.





PF-2



ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
UNAUDITED   PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2007
           
Pro Forma
     
   
Shell
 
Pacific
 
Adjustment
 
Pro Forma total
 
ASSETS
                 
Current assets
                 
Cash and cash equivalents
 
$
271
 
$
2,595,274
 
$
3,221,500
 
$
5,817,045
 
Accounts receivable, net of allowance of doubtful accounts $439
   
-
   
3,347,878
   
-
   
3,347,878
 
Inventories
   
-
   
3,306,226
   
-
   
3,306,226
 
Advances to suppliers
   
-
   
443,073
   
-
   
443,073
 
Other receivables
   
-
   
39,493
   
-
   
39,493
 
Current portion of related party receivable
   
120,000
   
-
   
-
   
120,000
 
Taxes receivable
   
-
   
348,783
   
-
   
348,783
 
Total current assets
   
120,271
   
10,080,727
   
-
   
13,422,498
 
                           
Related party receivable, net of current portion
   
-
   
3,827,763
   
-
   
3,827,763
 
Property, plant and equipment, net
   
245
   
9,759,012
   
-
   
9,759,257
 
Construction in progress
   
-
   
35,149
   
-
   
35,149
 
Land usage right
   
-
   
2,733,497
   
-
   
2,733,497
 
Total assets
 
$
120,516
 
$
26,436,148
   
-
 
$
29,778,164
 



PF-3


ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
UNAUDITED   PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2007 (continued)
           
Pro Forma
     
   
Shell
 
Pacific
 
Adjustment
 
Pro Forma Total
 
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
Current liabilities
                 
Accounts payable
 
$
198,284
 
$
701,549
 
$
-
 
$
899,833
 
Accrued interest and other
   
547,884
   
-
   
-
   
547,884
 
Accrued payroll and welfare
   
-
   
249,083
   
-
   
249,083
 
Related party payable
   
-
   
65,467
   
-
   
65,467
 
Other payables
   
-
   
51,340
   
-
   
51,340
 
Advances from customers
   
-
   
3,138,930
   
-
   
3,138,930
 
Purchase price payable
   
29,209
   
-
   
-
   
29,209
 
Due to affiliated entities
   
272,371
   
-
   
-
   
272,371
 
Current portion of notes payable
   
2,743,039
   
-
   
-
   
2,743,039
 
Short-term loans
   
-
   
1,331,416
   
-
   
1,331,416
 
Total current liabilities
   
3,790,787
   
5,537,785
   
-
   
9,328,572
 
Notes payable, net of current portion
   
453,335
   
-
   
-
   
453,335
 
Minority interest
   
-
   
880,746
   
-
   
880,746
 
                           
Shareholders' equity
                         
                           
Preferred stock, $.001 par value, 10,000,000 shares authorized, no
shares issued and outstanding
   
-
   
-
   
5,833
   
5,833
 
Common stock, $0.001 par value; 100,000,000 shares authorized;
34,530,840 shares issued and outstanding
   
34,531
   
1,000
   
(1,000
)
 
34,531
 
Additional paid in capital
   
17,699,585
   
10,901,817
   
(18,641,652
)
 
9,959,750
 
Common stock subscribed, 3,500 shares
   
597
   
-
   
-
   
597
 
Accumulated (deficits)/retained earnings
   
(21,858,319
)
 
7,870,561
   
21,858,319
   
7,870,561
 
Accumulated other comprehensive income
   
-
   
1,244,239
   
-
   
1,244,239
 
Total shareholders' equity
   
(4,123,606
)
 
20,017,617
   
-
   
19,115,511
 
Total liabilities and shareholders' equity
 
$
120,516
 
$
26,436,148
   
-
 
$
29,778,164
 


PF-4




ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
 
   
For the nine months ended Jun 30, 2007
 
For the nine months ended Sept 30, 2007
 
Pro Forma
     
   
Shell
 
Pacific
 
Adjustment
 
Pro Forma Total
 
                   
Revenues, net
 
$
-
 
$
12,493,802
 
$
-
 
$
12,493,802
 
Cost of sales
   
-
   
7,730,604
   
-
   
7,730,604
 
Gross profit
   
-
   
4,763,198
   
-
   
4,763,198
 
Operating expenses
                         
General and administrative expenses
   
191,098
   
681,439
   
-
   
872,537
 
Selling expenses
   
2,830
   
301,331
   
-
   
304,161
 
Total operating expenses
   
193,928
   
982,770
   
-
   
1,176,698
 
Income (Loss) from operations
   
(193,928
)
 
3,780,428
   
-
   
3,586,500
 
Other income (expense)
                         
Interest income
   
-
   
11,855
   
-
   
11,855
 
Settlement expense
   
(30,000
)
 
-
   
-
   
(30,000
)
Amortization of note discount
   
(950,380
)
 
-
   
-
   
(950,380
)
Liquidated damages
   
(367,179
)
 
-
   
-
   
(367,179
)
Other expense
   
-
   
(42,954
)
 
-
   
(42,954
)
Interest expense
   
(133,627
)
 
(19,761
)
 
-
   
(153,388
)
Net income (loss) before income taxes and minority interest
   
(1,675,114
)
 
3,729,568
   
-
   
2,054,454
 
Provision for income taxes
   
1,600
   
584,389
   
-
   
585,989
 
Net income (loss) before minority interest
   
(1,676,714
)
 
3,145,179
   
-
   
1,468,465
 
Loss from discontinued operations, net of taxes
   
(136,087
)
 
-
         
(136,087
)
Minority interest in earnings
   
-
   
136,847
   
-
   
136,847
 
Net income (loss)
   
(1,812,801
)
 
3,008,332
   
-
   
1,195,531
 
Foreign currency translation adjustment
   
-
   
709,104
   
-
   
709,104
 
Comprehensive income (loss)
 
$
(1,812,801
)
$
3,717,436
   
-
 
$
1,904,636
 
Weighted average number of shares outstanding:
                         
- Basic
                     
34,530,840
 
- Diluted
                     
40,364,173
 
Earning per share: (note 1)
                         
- Basic
                   
$
0.00
 
- Diluted
                   
$
0.00
 

PF-5


ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

   
For the year ended
Sept 30, 2007
 
For the year ended
Dec 31, 2007
 
Pro Forma
     
   
Shell
 
Pacific
 
Adjustment
 
Pro Forma Total
 
                   
Revenues, net
 
$
-
 
$
17,427,204
 
$
-
 
$
17,427,204
 
Cost of sales
   
-
   
10,105,327
   
-
   
10,105,327
 
Gross profit
   
-
   
7,321,877
   
-
   
7,321,877
 
Operating expenses
               
-
   
-
 
General and administrative expenses
   
200,471
   
405,253
   
-
   
605,724
 
Selling expenses
   
-
   
664,717
   
-
   
664,717
 
Total operating expenses
   
200,471
   
1,069,970
   
-
   
1,270,441
 
Income (Loss) from operations
   
(200,471
)
 
6,251,907
   
-
   
6,051,436
 
Other income (expense)
                         
Interest income
   
-
   
14,365
   
-
   
14,365
 
Amortization of note discount
   
(689,127
)
 
-
   
-
   
(689,127
)
Liquidated damages
   
(500,606
)
 
-
   
-
   
(500,606
)
Other expense
   
-
   
(79,616
)
 
-
   
(79,616
)
Interest expense
   
(117,066
)
 
(62,147
)
 
-
   
(179,213
)
Net income (loss) before income taxes and minority interest
   
(1,507,270
)
 
6,124,509
   
-
   
4,617,239
 
Provision for income taxes
   
-
   
2,035,675
   
-
   
2,035,675
 
Net income (loss) before minority interest
   
(1,507,270
)
 
4,088,834
   
-
   
2,581,564
 
Income from discontinued operations, net of taxes
   
38,531
   
-
   
-
   
38,531
 
Minority interest in earnings
   
-
   
243,564
   
-
   
243,564
 
Net income (loss)
   
(1,468,739
)
 
3,845,270
   
-
   
2,376,531
 
Foreign currency translation adjustment
   
-
   
394,668
   
-
   
394,668
 
Comprehensive income (loss)
 
$
(1,468,739
)
$
4,239,938
   
-
 
$
2,771,199
 
Weighted average number of shares outstanding:
                         
- Basic
                     
34,530,840
 
- Diluted
                     
40,364,173
 
Earning per share (note 1)
                         
- Basic
                   
$
0.00
 
- Diluted
                   
$
0.00
 


PF-6

ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following adjustments to the unaudited pro financial statements are based on the assumption that the share exchange consummated on February 26, 2008 occurred on October 1, 2005 and 2006, respectively for purposes of the statement of operations and September 30, 2007 for purposes of the balance sheet.

.
   
DR
CR
   
$
$
 
DESCRIPITION
   
       
1
Preferred stock
 
1,000
       
 
Common stock
1,000
 
 
To record 1,000,000 shares issued pursuant to share exchange agreement between the Shell and the Pacific (1,000,000 x $0.001)
   
       
2
Additional paid in capital
21,858,319
 
       
 
Retained earnings
 
21,858,319
 
To record the elimination of share capital of the Pacific and accumulated deficit of the Shell
   
       
3
Cash (net of offering cost)
3,221,500
 
       
 
Preferred stocks
 
4,833
       
 
Additional paid in capital
 
3,216,667
 
Issuance of 4,833,333 shares of Series B Convertible Preferred Stock, par value $0.001 per share, of which 2,000,000 shares are make good shares deposited in the escrow account.  
   

Note 1: two class method was used to recomputed the EPS.

PF-7

 





























BYLAWS

OF

Entech Environmental Technologies, Inc.
a Florida corporation

ARTICLE I .

NAME AND OFFICES

Section A .   Name . The name of the Corporation is Entech Environmental Technologies, Inc., a Florida corporation (the “Corporation”).

Section B .   Principal Office and Additional Offices . The location of the registered office of the Corporation shall be as stated in the Articles of Incorporation, which location may be changed from time to time by the Board of Directors. The Corporation may also have offices or branches at such other places, both within and without the State of Florida, as the Board of Directors may from time to time determine or as the business of the Corporation may require.
 
ARTICLE II .

MEETINGS OF SHAREHOLDERS

Section A .   Place of Meetings . All meetings of the shareholders of the Corporation (each a “Shareholder”) shall be held at the registered office of the Corporation, or at such other place (within or without the State of Florida) as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section B .   Annual Meeting . Annual meetings of Shareholders shall be held on the date fixed from time to time by the directors. At the annual meeting, the Shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section C .   Special Meetings . Special meetings of the Shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the chairman of the Board of Directors or President, and shall be called by the chairman of the Board of Directors or President at the request in writing of a majority of the Board of Directors or at the request in writing of the holders of not less than thirty-five percent (35%) of all the shares entitled to vote at a meeting. Such request shall state the purpose or purposes of the proposed meeting.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section D .   List of Shareholders . The officer or agent who has charge of the stock transfer book for shares of the Corporation shall make and certify a complete list of the Shareholders entitled to vote at a Shareholders’ meeting, or any adjournment thereof. The list shall be compiled at least ten (10) days before each meeting of Shareholders if there are greater than six Shareholders of the Corporation. The list shall be arranged in alphabetical order with each class and series and show the address of each Shareholder and the number of shares registered in the name of each Shareholder. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Shareholder who is present. See “Fixing of Record Date”, Article VI, Section E, for the method of determining which Shareholders are entitled to vote.

Section E .   Notice of Meetings . Except as may be provided by statute, written notice of an annual or special meeting of Shareholders stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered, either personally or by first-class mail, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his, her or its’ address as it appears on the stock transfer books of the Corporation with postage thereon prepaid.

Section F .   Quorum . The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise expressly required by statute or by the Articles of Incorporation. All Shareholders present in person or represented by proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum. If, however, such quorum shall not be initially present at any meeting of Shareholders, a majority of the Shareholders entitled to vote thereat shall nevertheless have power to adjourn the meeting from time to time and to another place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Share-holder of record entitled to vote at the meeting.

Section G .   Plurality . When an action other than the election of directors is to be taken by vote of the Shareholders, it shall be authorized by the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter, unless a greater plurality is required by express requirement of the statutes or of the Articles of Incorporation, in which case such express provision shall govern and control the decision of such question. “Shares represented at the meeting” shall be determined as of the time the existence of the quorum is determined. Except as otherwise expressly required by the Articles of Incorporation, directors shall be elected by a plurality of the votes cast at an election.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section H .   Voting of Shares and Proxies . Each shareholder shall at every meeting of the Shareholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such Shareholder except as otherwise expressly required in the Articles of Incorporation. A vote may be cast either orally or in writing. Each proxy shall be in writing and signed by the Shareholder or his authorized agent or representative. A proxy is not valid after the expiration of eleven (11) months after its date unless the person executing it specifies therein the length of time for which it is to continue in force. Unless prohibited by law, a proxy otherwise validly granted by telegram shall be deemed to have been signed by the granting shareholder. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the presiding officer of the meeting.

Section I .   Waiver of Notice . Attendance of a person at a meeting of Shareholders in person or by proxy constitutes a waiver of notice of the meeting except where the shareholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

Section J .   Written Consent Without a Meeting . Unless otherwise provided by the Articles of Incorporation, any action required to be taken at any annual or special meeting of the Shareholders, or any other action which may be taken at any annual or special meeting of the Shareholders may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted. Within 10 days after obtaining such authorization by written consent, notice shall be given to those Shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action and, if the action be a merger, consolidation, or sale of assets for which dissenters rights are provided for by statute, the notice shall contain a clear statement of the rights of Shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of such statute regarding the rights of dissenting Shareholders.
 
ARTICLE III .

DIRECTORS

Section A .   General Powers . The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, unless otherwise provided by the Articles of Incorporation. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Shareholders.

Section B .   Number, Election and Term of Office . The number of directors which shall constitute the whole Board shall be neither less than one (1) nor more than eleven (11). The number of directors shall be determined from time to time by resolution of the Board of Directors. In the absence of an express determination by the Board of Directors, the number of directors, until changed by the Board, shall be that number of directors elected at the most recently held annual meeting of Shareholders or, if no such meeting has been held, the number determined by the initial director as designated in the initially filed Articles of Incorporation. Directors are elected at the first annual Shareholders’ meeting and at each annual meeting thereafter. Each Director shall hold office until the next annual meeting of Shareholders or until his successor is elected. Directors need not be Shareholders or officers of the Corporation.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section C .   Vacancies and Removal . Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director, or by the Shareholders, and the directors so chosen shall hold office until the next annual election of directors by the Shareholders and until their successors are duly elected and qualified or until their resignation or removal. Any director may be removed, with or without cause, by the Shareholders at a meeting of the Shareholders called expressly for that purpose unless otherwise provided in the Articles of Incorporation.

Section D .   Annual Meeting . The first Board of Directors shall hold office until the first annual meeting of Shareholders. Thereafter, the first meeting of each newly elected Board of Directors shall be held promptly following the annual meeting of Shareholders on the date thereof. No notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors. Any notice of the annual meeting need not specify the business to be transacted or the purpose of the meeting.

Section E .   Place of Meetings . Meetings of the Board of Directors shall be held at the principal office of the Corporation or at such other place, within or without the State of Florida, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting. Unless otherwise restricted by the Articles of Incorporation, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section F .   Special Meetings . Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors or President on four (4) days’ notice to each director by mail or twenty-four (24) hours’ notice either personally, by telephone or by facsimile; special meetings shall be called by the chairman of the Board or President in like manner and on like notice on the written request of two (2) directors. The notice need not specify the business to be transacted or the purpose of the special meeting. The notice shall specify the place of the special meeting.

Section G .   Quorum . At all meetings of the Board of Directors, a majority in the number of directors fixed pursuant to Article III, Section B of these Bylaws shall constitute a quorum for the transaction of business. At all meetings of a committee of the Board of Directors a majority of the directors then members of the committee in office shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Board of Directors or the committee, unless the vote of a larger number is specifically required by statute, by the Articles of Incorporation, or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors or a committee, the members present thereat may adjourn the meeting from time to time and to another place without notice other than announcement at the meeting, until a quorum shall be present.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section H .   Written Consent Without a Meeting . Unless otherwise provided by the Articles of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if, before or after the action, all members of the Board of Directors or committee consent thereto in writing. The written consents shall be filed with the minutes of proceedings of the Board of Directors or committee. Such consents shall have the same effect as a vote of the Board of Directors or committee for all purposes.

Section I .   Executive and Other Committees . A majority of the full Board of Directors may, by resolution, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, such a committee shall not have the power or authority to:

1 .   Approve or recommend to Shareholders actions or proposals required by statute to be approved by the Shareholders.

2 .   Designate candidates for the office of director for purposes of proxy solicitation or otherwise.

3 .   Fill vacancies on the Board of Directors or any committee thereof.

4 .   Amend the Bylaws of the Corporation.

5 .   Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors.

6 .   Authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, except that the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof, may, pursuant to a general formula or method specified by the Board of Directors by resolution or by adoption of a stock option or other plan, authorize a committee to fix the terms of any contract for the sale of the shares and to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms thereof and to authorize the statement of the terms of a series for filing with the Florida Department of State pursuant to the Florida Business Corporation Act .
 
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Bylaws of
Entech Environmental Technologies, Inc.


Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A committee, and each member thereof, shall serve at the pleasure of the Board of Directors . Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section J .   Compensation . The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses of directors, for services to the Corporation in any capacity.

Section K .   Resignations . A director may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or a subsequent time as set forth in the notice of resignation.

Section L .   Waiver of Notice . Attendance of a director at a special meeting constitutes a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Directors may also sign a waiver of notice before or after a special meeting.
 
ARTICLE IV .

NOTICES

Section A.   Method of Notice . Whenever, under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, written notice is required to be given to any director, committee member or Shareholder, such notice may be given in writing by mail (registered, certified or other first class mail) addressed to such director, shareholder or committee member at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notice shall be deemed to be given at the time when the same shall be deposited in a post office or official depository under the exclusive care and custody of the United States Postal Service.

Section B.   Waiver of Notice . Whenever any notice is required to be given under the provision of the statutes or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Shareholders, directors or a committee, need be specified in any written waiver of notice.
 
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Bylaws of
Entech Environmental Technologies, Inc.

 
ARTICLE V .

OFFICERS

Section A .   Number and Qualification . The Board of Directors shall choose the officers of the Corporation at its first meeting after each annual meeting of Shareholders. There shall be a President, a Treasurer and a Secretary, and such other officers as may be deemed necessary, whom the Board of Directors may appoint. The same person may hold any number of offices. The Board of Directors may from time to time appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section B .   Compensation . The Board of Directors shall fix the salaries of all officers of the Corporation.

Section C .   Removal, Vacancies and Resignations . The officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors with or without cause whenever, in its judgment, the best interests of the Corporation will be served thereby. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors. An officer may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation.

Section D .   The President . Unless otherwise provided by resolution of the Board of Directors, the Chairman shall be the President of the Corporation, shall preside at all meetings of the Shareholders and the Board of Directors (if he or she shall be a member of the Board), shall have general and active management of the business and affairs of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute on behalf of the Corporation, and may affix or cause the seal to be affixed to, all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

Section E.   The Chief Executive Officer. The Chief Executive Officer shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. He or she shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section F.   Vice-Presidents . The Vice-Presidents shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section G.   The Secretary . The Secretary shall act under the direction of the President. Subject to the direction of the President, the Secretary shall attend all meetings of the Board of Directors and all meetings of the Shareholders and record the proceedings. The Secretary shall perform like duties for the standing committees when required; shall give, or cause to be given, notice of all meetings of the Shareholders and special meetings of the Board of Directors; and shall perform such other duties as may be prescribed by the President or the Board of Directors. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the President or the Board of Directors, cause it to be affixed to any instrument requiring it. The Secretary shall be responsible for maintaining the stock transfer book and minute book of the Corporation and shall be responsible for their updating.

Section H.   Delegation of Duties . Whenever an officer is absent or whenever for any reason the Board of Directors may deem it desirable, the Board of Directors may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.

Section I.   Additional Powers . To the extent the powers and duties of the several officers are not provided from time to time by resolution or other directive of the Board of Directors or by the President (with respect to other officers), the officers shall have all powers and shall discharge the duties customarily and usually held and performed by like officers of the corporations similar in organization and business purposes to this Corporation.

ARTICLE VI .

CERTIFICATES OF STOCK
AND SHAREHOLDERS OF RECORD

Section A .   Certificates Representing Shares . The shares of stock of the Corporation shall be represented by certificates signed by, or in the name of the Corporation by, the Chairman, or the President and by the Secretary of the Corporation. Each holder of stock in the Corporation shall be entitled to have such a certificate certifying the number of shares owned by him or her in the Corporation.

Section B .   Transfer Agents . Any of or all the signatures on the certificates may be a facsimile if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issue. The seal of the Corporation or a facsimile thereof may, but need not, be affixed to the certificates of stock.

Section C .   Lost, Destroyed or Mutilated Certificates . The Board of Directors may direct a new certificate for shares to be issued in place of any certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificates alleged to have been lost or destroyed.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section D .   Transfer of Shares . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly en-dorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its stock transfer book for shares of the Corporation.

Section E .   Fixing of Record Date . In order that the Corporation may determine the Shareholders entitled to notice of, or to vote at, any meeting of Shareholders or any adjournment thereof, or to express consent to, or to dissent from, a proposal without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. The stock transfer books of the Corporation shall not be closed.
 
If no record date is fixed:

1 .   The record date for determining the Shareholders of record entitled to notice of, or to vote at, a meeting of Shareholders shall be at the close of business on the day on which notice is given, or, if no notice is given, at the close of business on the day next preceding the day on which the meeting is held; and

2 .   the record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of Shareholders of record entitled to notice or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section F .   Exclusive Ownership of Shares . The Corporation shall be entitled to recognize the exclusive right of a person registered upon its stock transfer book for shares of the Corporation as the owner of shares for all purposes, including voting and dividends, and shall not be bound to recognize any equitable or other claim to interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Florida.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section G .   Limitation on Transfer of Shares . If the holders of a majority or more of the shares of Common or, if authorized, Preferred Stock shall enter into an agreement restricting or limiting the sale, transfer, assignment, pledge, or hypothecation of the shares of the Corporation, and the Corporation shall become a party to such agreement, the officers and directors of the Corporation shall observe and carry out all of the terms and provisions of such agreement and refuse to recognize any sale, transfer, assignment, pledge or hypothecation of any or all of the shares covered by such agreement, unless it shall conform with the provisions and terms of such agreement, provided that a copy of such agreement shall be filed with the Secretary of the Corporation and be kept available at the principal office of the Corporation, and provided further, that notice of such agreement be set forth conspicuously on the face or back of each stock certificate.

ARTICLE VII .

INDEMNIFICATION

The Corporation shall indemnify, or advance expenses to, to the fullest extent authorized or permitted by the Florida Business Corporation Act , any person made, or threatened to be made, a party to any action, suit or proceeding by reason of the fact that he or she (i) is or was a director of the Corporation; (ii) is or was serving at the request of the Corporation as a director of another corporation; (iii) is or was an officer of the Corporation, provided that he or she is or was at the time a director of the Corporation; or (iv) is or was serving at the request of the Corporation as an officer of another corporation, provided that he or she is or was at the time a director of the Corporation or a director of such other corporation, serving at the request of the Corporation. Unless otherwise expressly prohibited by the Florida Business Corporation Act , and except as otherwise provided in the foregoing sentence, the Board of Directors of the Corporation shall have the sole and exclusive discretion, on such terms and conditions as it shall determine, to indemnify, or advance expenses to, any person made, or threatened to be made, a party to any action, suit, or proceeding by reason of the fact that he or she is or was an officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. No person falling within the purview of the foregoing sentence may apply for indemnification or advancement of expenses to any court of competent jurisdiction.

ARTICLE VIII.

GENERAL PROVISIONS

Section A .   Checks, Drafts and Bank Accounts . All checks, drafts or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may from time to time designate.

Section B .   Fiscal Year . The fiscal year of the Corporation shall be fixed from time to time by resolution of the Board of Directors, but shall end on December 31st of each year if not otherwise fixed by the Board of Directors.
 
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Bylaws of
Entech Environmental Technologies, Inc.


Section C .   Corporate Seal . The Board of Directors has elected not to adopt a corporate seal for the Corporation.

Section D .   Corporate Minutes and Stock Transfer Book . The Corporation shall keep within or without the State of Florida books and records of account and minutes of the proceedings of its Shareholders, Board of Directors and executive committee, if any. The Corporation shall keep at its registered office or at the office of its transfer agent within or without the State of Florida a stock transfer book for shares of the Corporation containing the names and addresses of all Shareholders, the number, class and series of shares held by each and the dates when they respectively became holders of record thereof. Any of such stock transfer book, books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section E .   Bylaw Governance Not Exclusive . These Bylaws shall govern the internal affairs of the Corporation, but only to the extent they are consistent with law and the Articles of Incorporation. Nothing contained in the Bylaws shall, however, prevent the imposition by contract of greater voting, notice or other requirements than those set forth in these Bylaws.

Section F .   Shareholders’ Agreement. Should the Shareholders of the Corporation at any time enter into a Shareholders’ Agreement following the adoption of the Bylaws then, to the extent that the terms of the Shareholders’ Agreement as thereafter amended are inconsistent with the Bylaws or the Articles of Incorporation, the terms of the Shareholders’ Agreement shall govern the internal affairs of the Corporation.
 
ARTICLE IX.

AMENDMENTS

The Board of Directors may amend or repeal these Bylaws unless the Florida Business Corporation Act reserves the power to amend a particular Bylaw provision exclusively to the Shareholders.
 
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Bylaws of
Entech Environmental Technologies, Inc.

 



NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SHARES OF COMMON STOCK TO BE ISSUED ON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,  hAS AMENDED (THE “ 1933 ACT” ), OR ANY STATE SECURITIES LAWS AND NEITHER THE WARRANT NOR THE SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT , OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AS TO SUCH EXEMPTION .

IN ADDITION, A SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2008, AS AMENDED (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT.

---------------------------------------
 No. A-1
  ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
  COMMON STOCK PURCHASE WARRANT “A”
 
  Number of Shares: 6,794,118  
Holder: Barron Partners LP
c/o Barron Capital Advisors LLC
  Original Issue Date: February 25, 2008  
Managing Partner
    Attn: Andrew Barron Worden
730 Fifth Avenue, 25th Floor
  Expiration Date: February 24, 2013   New York NY 10019
    tel 212-359-0200
  Exercise Price per Share: $3.00   fax 212-359-0222
 
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. , a Florida corporation (the “ Company ”), hereby certifies that, for value received, BARRON PARTNERS LP, or registered assigns (the “ Warrant Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company up to six million seven hundred ninety four thousand one hundred eighteen (6,794,118) shares (as adjusted from time to time as provided in Section 7 of this Warrant, the “ Warrant Shares ”) of common stock, $0.001par value (the “ Common Stock ”), of the Company at a price of three dollars ($3.00) per Warrant Share (as adjusted from time to time as provided in Section 7, the “ Exercise Price ”), at any time and from time to time from the date of the effectiveness of the Reverse Split as defined in the Certificate of Designation of Series B Convertible Preferred Stock and after the date thereof and through and including 5:00 p.m. New York City time on February 24, 2013 (the “ Expiration Date ”), and subject to the following terms and conditions (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement):
 
1.   Registration of Warrant . The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.
 
2.   Investment Representation . The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate (that is an “accredited investor,” as defined under Regulation D promulgated under the 1933 Act (an “ Accredited   Investor ”), which has been identified to and approved by the Company (such approval not to be unreasonably withheld or delayed)) for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the 1933 Act , and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf of a Person (as defined below) during the one year distribution compliance period (as defined in Regulation S) following the date hereof. Person means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.
 
3.   Validity of Warrant and Issue of Shares . The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof other than those incurred by the Holder . The Company further warrants and agrees that during the Exercise Period , the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.
 

 
4.   Registration of Transfers and Exchange of Warrants .
 
a.   Subject to compliance with the federal and state securities laws , the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 13. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.
 
b.   This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section 9 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
 
5. Exercise of Warrants .
 
a.   Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 13, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, by wire transfer or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any Person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.
 
b.   A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.
 
c.   This Warrant shall be exercisable at any time and from time to time during the Exercise Period for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.
 
d.   (i)   Notwithstanding anything contained herein to the contrary , but subject to Section 5(e) and Section 6, the holder of this Warrant may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “ Net Number ” of shares of Common Stock determined according to the following formula (a “ Cashless Exercise ”):
 
Net Number = (A x (B - C))/B
 
(ii)   For purposes of the foregoing formula:
 
A= the total number shares with respect to which this Warrant is then being exercised.
 
B= the last reported sale price (as reported by Bloomberg) of the Common Stock on the trading day immediately preceding the date of the Exercise Notice.
 
C= the Warrant Exercise Price then in effect at the time of such exercise.
 
e.   The holder of this Warrant may not make a Cashless Exercise (i) during the twelve (12) months following the Original Issue Date and (ii) thereafter if the resale of the Warrant Shares by the Holder of the Warrant Shares is covered by an effective registration statement .
 
6.   Maximum Exercise . The Warrant Holder shall not be entitled to exercise this   Warrant on a Date of Exercise in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Warrant Holder and its affiliates on the Date of Exercise , and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on the Date of Exercise , which would result in beneficial ownership by the Warrant Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock on such date. This Section 6 may be waived or amended only with the consent of the Holder and the consent of holders of a majority of the shares of outstanding Common Stock of the Company who are not Affiliates. For the purposes of the immediately preceding sentence, the term “Affiliate” shall mean any person: (a) that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company; or (b) who beneficially owns (i) any shares of the Company’s Series A Convertible Preferred Stock, or (ii) this Warrant. . As used in this Warrant, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and Regulation 13d-3 thereunder.
 
7.   Adjustment of Exercise Price and Number of Shares . The character of the shares of stock or other securities at the time issuable upon exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of any of the following events which shall have occurred or which shall occur at any time on or after the Closing Date, and all such adjustments shall be cumulative:
 
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a.   Adjustment for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, stock distribution, combination of shares , reverse split , reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.
 
b.   Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a Reorganization ), then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the Effective Date ), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).
 
Certificate as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by the Secretary of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.
 
8.   Sales of Common Stock at less than the Exercise Price .   From the date hereof until such time as the Investors hold no Securities except for (i) Exempt Issuances, (ii) issuances covered by Sections 7(a) hereof or (iii) an issuance of Common Stock upon exercise or upon conversion of warrants, options or other convertible securities for which an adjustment has already been made pursuant to this Section 7, as to all of which this Section does not apply, if the Company closes on the sale or issuance of Common Stock at a price, or warrants, options, convertible debt or equity securities with an exercise price per share or a conversion price ( such sales price, conversion or exercise price, as the case may be, being referred to as the “Lower Price") which is less than
 
 
(i)
$1.20, the Exercise Price shall be adjusted concurrently with such issue or sale, to the Lower Price.
 
 
(ii)
$2.00, but higher than $1.20 , the Exercise Price Shall be adjusted according to the following formula:
 

 
EP(1) = EP(1) x ((A+B) /(A+C))
 
EP(2) = the Warrant Exercise Price immediately after the adjustment;

For purposes of the foregoing formula:

EP(1) = Exercise Price immediately prior to the adjustment;

A = the total number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares, including the exercise or conversion of all options, warrants and other convertible securities.

B = the number of shares of Common Stock which the aggregate consideration received or receivable for the issuance of such additional shares would purchase at the Exercise Price immediately prior to the adjustment;

C = the number of such additional shares to be issued.

Such adjustment shall be made successively whenever such an issuance is made. Notwithstanding the foregoing adjustments no exception for Exempt Issuances will made if such Exempt Issuances exceed 5% of the outstanding shares of Common Stock for every two year period or if such Exempt Issuances are employee / consultant options only and exceed 7.5% of the outstanding shares of Common Stock for every two year period.

9.   Fractional Shares . The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 8, be issuable on the exercise of this Warrant, the Company shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number.
 
10.   Sale or Merger of the Company . Upon a Change in Control (as defined below) , the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event . For purposes of this Warrant, the term “ Change in Control ” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company   in a transaction or series of transactions
 
11.   Notice of Intent to Sell or Merge the Company . The Company will give Warrant Holder ten (10) business days notice in the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity .
 
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12.   Issuance of Substitute Warrant . In the event of a merger, consolidation, recapitalization or reorganization of the Company or a reclassification of Company shares of stock, which results in an adjustment to the number of shares subject to this Warrant and/or the Exercise Price hereunder, the Company agrees to issue to the Warrant Holder a substitute Warrant reflecting the adjusted number of shares and/or Exercise Price upon the surrender of this Warrant to the Company.  
 
13. Mandatory Exercise .  
 
 
i.
The Company shall have the right at any time, on written notice (the “ Mandatory Exercise Notice ”) given not less than thirty five (35) trading days prior to the Mandatory Exercise Date (as defined below), to require that the Warrant Holder exercise this Warrant in whole or in part, provided (i) the Company shall have achieved its Pre-Tax Income 2007 Target Number, (ii) the volume weighted average price of one share of Common Stock on the OTC Bulletin Board or such other securities exchange on which the Common Stock is then traded or included for quotation (the “ Market Price ”) shall equal or exceed the “ Target Price ” for twenty five (25) consecutive trading days ending on the Notice Date, and the “Trading Volume” shall equal or exceed the “Target Volume” on each trading day in the twenty five (25) trading days in the period ending on the Notice Date . Notice of Mandatory Exercise provided hereunder shall be mailed by first class mail, postage prepaid or overnight courier, and sent by telecopier or e-mail, and shall be deemed given on the date of receipt of the notice by the Holder (the “ Notice Date ”). Upon receipt of the Mandatory Exercise Notice, the Holder must (i) exercise this Warrant within thirty five (35) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the thirty-fifth (35) day after notification of intent to transfer this Warrant.
 
 
ii.
As used in this Section 13, the following terms shall have the meanings set forth below:
 
 
1.
Mandatory Exercise Date ” shall mean the date on or prior to which the Warrant is to be exercised as set forth in the Mandatory Exercise Notice from the Company to the Holder of the Warrant, as the same may be extended pursuant to Section 13(b)(ii) of this Warrant.
 
 
2.
Target Price ” shall mean two hundred percent (200%) of the Exercise Price.
 
 
3.
Pre-Tax Income” and “2007 Target Number ” shall the meaning defined by section 6.16 of the Securities Purchase Agreement.
 
 
4.
“Trading Volume” shall mean the trading volume of the Common Stock (as reported by Bloomberg L.P. or the Nasdaq Stock Market or the New York or American Stock Exchange, as the case may be).
 
 
5.
“Target Volume” shall mean one hundred fifty thousand (150,000) shares and shall not be adjusted with Reverse Split
 
 
 
b.
Notwithstanding any other provision of this Section 13:
 
 
i.
The Company may only mandate the Holder of the Warrant to exercise this Warrant pursuant to Section 13(a)(i) of this Warrant if a registration statement covering the sale by the Holder of the Warrant Shares of Common Stock issuable upon exercise of this Warrant is current and effective for the 25 trading days prior to the Notice Date and the right of the Company to mandate exercise only applies with respect to the Warrant Shares included in such registration statement.
 
 
ii.
In the event that, at any time subsequent to the Notice Date and before the Mandatory Exercise Date, the resale of the Warrant Shares are not covered by a current and effective registration statement, the Company’s right to mandate the exercise of the Warrant shall terminate with respect to all Warrants that have not then been exercised or converted. Nothing in the preceding sentence shall be construed to prohibit or restrict the Company from thereafter calling the Warrants for exercise in the manner provided for, and subject to the provisions of, this Section 13.
 
 
iv.
In the event that the exercise by the Company of its right of redemption pursuant to this Section 13 would result in a violation of the 4.9% Limitation, the Company shall not have the right to redeem the Holders’ Warrants to the extent that the exercise of the Warrants as to which the redemption notice is given would result in such a violation.
 
 
c.
The Mandatory Exercise Notice shall specify (i) the number of Warrant Shares with respect to which this Warrant is to be exercise if less than all of the Warrant Shares are to be purchased in exercising the Warrant, (ii) the exercise date (the “ Mandatory Exercise Date ”), and (iii) the place where the Warrant shall be delivered and the Exercise Price shall be paid. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the Company’s right to mandate exercise of the Warrant by the Holder except as to a Holder (x) to whom notice was not mailed or (y) whose notice was defective. An affidavit of the Chief Financial Officer of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
 
- 4 -

 
 
d.
Upon receipt of the Mandatory Exercise Notice, the Holder of the Warrant shall exercise the Warrant to purchase such number of shares of Common Stock on or prior to the Mandatory Exercise Date in accordance with the Mandatory Exercise Notice and Sections 5 and 13(b)(iv) of this Warrant.
 
 
e.
The Company may, at its sole discretion, elect to terminate any right to exercise or convert the Warrant to the extent that the Warrant was called by the Company for exercise but had not been exercised by the Holder in accordance with the Mandatory Exercise Notice at 5:30 p.m. (New York City time) on the day following the Mandatory Exercise Date. After such time, Holders of the Warrants shall have no further rights under the Warrant.
 
14.   Notice . All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:
 
If to the Company :
 
c/o Shaanxi Tianren Food Company, Ltd.
Attn: Mr. Yongke Xue, Chief Executive Officer
A-4/F Tongxinge, Xietong Building, No.12,
Gaoxin 2nd Road, Hi&Tech Zone,
Xi'an, Shaanxi,710065
Email: xyk666@163.com  
Fax: 011-86-29-88386656-86


with a copy to , which copy shall not constitute a notice:

Guzov Ofsink, LLC
600 Madison
New York, New York 10022
Attention: Darren Ofsink
E-mail: dofsink@golawintl.com
Fax: (212) 688-7273
 
If to the Warrant Holder :

Barron Partners LP
Barron Capital Advisors LLC,
Managing Partner
Attn: Andrew Barron Worden
730 Fifth Avenue, 9th Floor
New York NY 10019
Fax; 212-359-0222
 
15. Miscellaneous.
 
a.   This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only by a writing signed by the Company and the Warrant Holder.
 
b.   Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.
 
c.   This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof.
 
d.   The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.
 
e.   In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
 
f.   The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a stockholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.
 
- 5 -

 
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above stated.
 
     
 Date: February 25, 2008 ENTECH ENVIORNMENTAL TECHNOLOGIES, INC.
 
 
 
 
 
 
  By:   /s/ Joseph I. Emas   
 
Name: Joseph I. Emas   
  Title: Director 
 

 
 
 
 
- 6 -


FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

To: ENTECH ENVIORNMENTAL TECHNOLOGIES, INC.:

In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ______________ shares of Common Stock (“Common Stock”), $.001 par value, of ENTECH ENVIORNMENTAL TECHNOLOGIES, INC. and encloses the warrant and $____ for each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:
 
 
 
 
 
 
  (Please print name and address)
 
 
  (Please insert Social Security or Tax Identification Number)
 
If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:
 
 
 
 
 
 
  (Please print name and address)
 
  Dated:  
  Name of Warrant Holder:
 
  (Print)  
   
  (By:)  
   
  (Name:)  
   
  (Title:)  
   
 
 
Signature must conform in all respects to name of
Warrant Holder as specified on the face of the
Warrant
 
 
- 7 -


           

             


         

           




NEITHER THE WARRANTS REPRESENTED BY THIS CERTIFICATE NOR THE SHARES OF COMMON STOCK TO BE ISSUED ON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933 ACT ), OR ANY STATE SECURITIES LAWS AND NEITHER THE WARRANT NOR THE SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE 1933 ACT , OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AS TO SUCH EXEMPTION .

IN ADDITION, A SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF FEBRUARY 25, 2008, AS AMENDED (THE “PURCHASE AGREEMENT”), A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THIS WARRANT.

---------------------------------------
 
 No. A-2
  ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
  COMMON STOCK PURCHASE WARRANT “A”
 
  Number of Shares: 205,882  
Holder: EOS Holdings LLC
Attn: Jon Carnes, President
  Original Issue Date: February 25, 2008  
2560 Highvale Dr
   
Las Vegas, NV 89134
Cell phone: 702-236-7331
  Expiration Date:   February 24, 2013   NY VOIP (forwarding to China) 212-461-4868
    Fax: (917) 591-7787
  Exercise Price per Share: $3.00     e-mail: jcarnes@eosfunds.com
   
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC. , a Florida corporation (the “ Company ”), hereby certifies that, for value received, EOS HOLDINGS LLC , or registered assigns (the “ Warrant Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company up to two hundred five thousand eight hundred eighty two (205,882) shares (as adjusted from time to time as provided in Section 7 of this Warrant, the “ Warrant Shares ”) of common stock, $0.001par value (the “ Common Stock ”), of the Company at a price of three dollars ($3.00) per Warrant Share (as adjusted from time to time as provided in Section 7, the “ Exercise Price ”), at any time and from time to time from the date of the effectiveness of the Reverse Split as defined in the Certificate of Designation of Series B Convertible Preferred Stock and after the date thereof and through and including 5:00 p.m. New York City time on February 24, 2013 (the “ Expiration Date ”), and subject to the following terms and conditions (Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement):
 
1.    Registration of Warrant . The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrant Holder, and for all other purposes, and the Company shall not be affected by notice to the contrary.
 
2.    Investment Representation . The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its own account or the account of an affiliate (that is an “accredited investor,” as defined under Regulation D promulgated under the 1933 Act (an “ Accredited   Investor ”), which has been identified to and approved by the Company (such approval not to be unreasonably withheld or delayed)) for investment purposes and not with the view to any offering or distribution and that the Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have not been registered under the 1933 Act , and may not be sold by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder pursuant to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges and covenants that this Warrant may not be exercised by or on behalf of a Person (as defined below) during the one year distribution compliance period (as defined in Regulation S) following the date hereof. Person means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.
 
3.    Validity of Warrant and Issue of Shares . The Company represents and warrants that this Warrant has been duly authorized and validly issued and warrants and agrees that all of Common Stock that may be issued upon the exercise of the rights represented by this Warrant will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof other than those incurred by the Holder . The Company further warrants and agrees that during the Exercise Period , the Company will at all times have authorized and reserved a sufficient number of Common Stock to provide for the exercise of the rights represented by this Warrant.
 
- 1 -

 
4.    Registration of Transfers and Exchange of Warrants .
 
a.    Subject to compliance with the federal and state securities laws , the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant with the Form of Assignment attached hereto duly completed and signed, to the Company at the office specified in or pursuant to Section 13. Upon any such registration or transfer, a new warrant to purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.
 
b.    This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to Section 9 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased hereunder. Any such New Warrant will be dated the date of such exchange.
 
5.
   Exercise of Warrants .
 
a.    Upon surrender of this Warrant with the Form of Election to Purchase attached hereto duly completed and signed to the Company, at its address set forth in Section 13, and upon payment and delivery of the Exercise Price per Warrant Share multiplied by the number of Warrant Shares that the Warrant Holder intends to purchase hereunder, in lawful money of the United States of America, by wire transfer or by certified or official bank check or checks, to the Company, all as specified by the Warrant Holder in the Form of Election to Purchase, the Company shall promptly (but in no event later than 7 business days after the Date of Exercise (as defined herein)) issue or cause to be issued and cause to be delivered to or upon the written order of the Warrant Holder and in such name or names as the Warrant Holder may designate (subject to the restrictions on transfer described in the legend set forth on the face of this Warrant), a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by the 1933 Act. Any Person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the Date of Exercise of this Warrant.
 
b.    A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant, as applicable), with the Form of Election to Purchase attached hereto (or attached to such New Warrant) appropriately completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Warrant Holder to be purchased.
 
c.    This Warrant shall be exercisable at any time and from time to time during the Exercise Period for such number of Warrant Shares as is indicated in the attached Form of Election To Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of Warrant Shares for which no exercise has been evidenced by this Warrant.
 
d.    (i)   Notwithstanding anything contained herein to the contrary , but subject to Section 5(e) and Section 6, the holder of this Warrant may, at its election exercised in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “ Net Number ” of shares of Common Stock determined according to the following formula (a “ Cashless Exercise ”):
 
Net Number = (A x (B - C))/B
 
(ii)   For purposes of the foregoing formula:
 
A= the total number shares with respect to which this Warrant is then being exercised.
 
B= the last reported sale price (as reported by Bloomberg) of the Common Stock on the trading day immediately preceding the date of the Exercise Notice.
 
C= the Warrant Exercise Price then in effect at the time of such exercise.
 
e.    The holder of this Warrant may not make a Cashless Exercise (i) during the twelve (12) months following the Original Issue Date and (ii) thereafter if the resale of the Warrant Shares by the Holder of the Warrant Shares is covered by an effective registration statement .
 
6.    Maximum Exercise . The Warrant Holder shall not be entitled to exercise this   Warrant on a Date of Exercise in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Warrant Holder and its affiliates on the Date of Exercise , and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on the Date of Exercise , which would result in beneficial ownership by the Warrant Holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock on such date. This Section 6 may be waived or amended only with the consent of the Holder and the consent of holders of a majority of the shares of outstanding Common Stock of the Company who are not Affiliates. For the purposes of the immediately preceding sentence, the term “Affiliate” shall mean any person: (a) that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company; or (b) who beneficially owns (i) any shares of the Company’s Series A Convertible Preferred Stock, or (ii) this Warrant. . As used in this Warrant, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and Regulation 13d-3 thereunder.
 
- 2 -

 
7.    Adjustment of Exercise Price and Number of Shares . The character of the shares of stock or other securities at the time issuable upon exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of any of the following events which shall have occurred or which shall occur at any time on or after the Closing Date, and all such adjustments shall be cumulative:
 
a.    Adjustment for Stock Splits, Stock Dividends, Recapitalizations, Etc. The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, stock distribution, combination of shares , reverse split , reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.
 
b.    Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a Reorganization ), then, in each case, the holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization (the Effective Date ), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).
 
Certificate as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified and confirmed by the Secretary of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.
 
8.    Sales of Common Stock at less than the Exercise Price .   From the date hereof until such time as the Investors hold no Securities except for (i) Exempt Issuances, (ii) issuances covered by Sections 7(a) hereof or (iii) an issuance of Common Stock upon exercise or upon conversion of warrants, options or other convertible securities for which an adjustment has already been made pursuant to this Section 7, as to all of which this Section does not apply, if the Company closes on the sale or issuance of Common Stock at a price, or warrants, options, convertible debt or equity securities with an exercise price per share or a conversion price ( such sales price, conversion or exercise price, as the case may be, being referred to as the “Lower Price") which is less than
 
 
(i)
$1.20, the Exercise Price shall be adjusted concurrently with such issue or sale, to the Lower Price.
 
 
(ii)
$2.00, but higher than $1.20 , the Exercise Price Shall be adjusted according to the following formula:
 

 
EP(1) = EP(1) x ((A+B) /(A+C))
 
EP(2) = the Warrant Exercise Price immediately after the adjustment;

For purposes of the foregoing formula:

EP(1) = Exercise Price immediately prior to the adjustment;

A = the total number of shares of Common Stock outstanding immediately prior to the issuance of such additional shares, including the exercise or conversion of all options, warrants and other convertible securities.

B = the number of shares of Common Stock which the aggregate consideration received or receivable for the issuance of such additional shares would purchase at the Exercise Price immediately prior to the adjustment;

C = the number of such additional shares to be issued.

Such adjustment shall be made successively whenever such an issuance is made. Notwithstanding the foregoing adjustments no exception for Exempt Issuances will made if such Exempt Issuances exceed 5% of the outstanding shares of Common Stock for every two year period or if such Exempt Issuances are employee / consultant options only and exceed 7.5% of the outstanding shares of Common Stock for every two year period.

9.    Fractional Shares . The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant. The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for the provisions of this Section 8, be issuable on the exercise of this Warrant, the Company shall, at its option, (i) pay an amount in cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole number.
 
10.   Sale or Merger of the Company . Upon a Change in Control (as defined below) , the restriction contained in Section 6 shall immediately be released and the Warrant Holder will have the right to exercise this Warrant concurrently with such Change in Control event . For purposes of this Warrant, the term “ Change in Control ” shall mean a consolidation or merger of the Company with or into another company or entity in which the Company is not the surviving entity or the sale of all or substantially all of the assets of the Company to another company or entity not controlled by the then existing stockholders of the Company   in a transaction or series of transactions.
 
- 3 -

 
11.    Notice of Intent to Sell or Merge the Company . The Company will give Warrant Holder ten (10) business days notice in the event of a sale of all or substantially all of the assets of the Company or the merger or consolidation of the Company in a transaction in which the Company is not the surviving entity .
 
12.    Issuance of Substitute Warrant . In the event of a merger, consolidation, recapitalization or reorganization of the Company or a reclassification of Company shares of stock, which results in an adjustment to the number of shares subject to this Warrant and/or the Exercise Price hereunder, the Company agrees to issue to the Warrant Holder a substitute Warrant reflecting the adjusted number of shares and/or Exercise Price upon the surrender of this Warrant to the Company.  
 
13.
Mandatory Exercise .  
 
i.  
The Company shall have the right at any time, on written notice (the “ Mandatory Exercise Notice ”) given not less than thirty five (35) trading days prior to the Mandatory Exercise Date (as defined below), to require that the Warrant Holder exercise this Warrant in whole or in part, provided (i) the Company shall have achieved its Pre-Tax Income 2007 Target Number, (ii) the volume weighted average price of one share of Common Stock on the OTC Bulletin Board or such other securities exchange on which the Common Stock is then traded or included for quotation (the “ Market Price ”) shall equal or exceed the “ Target Price ” for twenty five (25) consecutive trading days ending on the Notice Date, and the “Trading Volume” shall equal or exceed the “Target Volume” on each trading day in the twenty five (25) trading days in the period ending on the Notice Date . Notice of Mandatory Exercise provided hereunder shall be mailed by first class mail, postage prepaid or overnight courier, and sent by telecopier or e-mail, and shall be deemed given on the date of receipt of the notice by the Holder (the “ Notice Date ”). Upon receipt of the Mandatory Exercise Notice, the Holder must (i) exercise this Warrant within thirty five (35) days; or (ii) notify the Company of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent holder of this Warrant must exercise this Warrant on or before the thirty-fifth (35) day after notification of intent to transfer this Warrant.
 
ii.  
As used in this Section 13, the following terms shall have the meanings set forth below:
 
1.  
Mandatory Exercise Date ” shall mean the date on or prior to which the Warrant is to be exercised as set forth in the Mandatory Exercise Notice from the Company to the Holder of the Warrant, as the same may be extended pursuant to Section 13(b)(ii) of this Warrant.
 
2.  
Target Price ” shall mean two hundred percent (200%) of the Exercise Price.
 
3.  
Pre-Tax Income” and “2007 Target Number ” shall the meaning defined by section 6.16 of the Securities Purchase Agreement.
 
4.  
“Trading Volume” shall mean the trading volume of the Common Stock (as reported by Bloomberg L.P. or the Nasdaq Stock Market or the New York or American Stock Exchange, as the case may be).
 
5.  
“Target Volume” shall mean one hundred fifty thousand (150,000) shares and shall not be adjusted with Reverse Split
 
 
b.  
Notwithstanding any other provision of this Section 13:
 
i.
The Company may only mandate the Holder of the Warrant to exercise this Warrant pursuant to Section 13(a)(i) of this Warrant if a registration statement covering the sale by the Holder of the Warrant Shares of Common Stock issuable upon exercise of this Warrant is current and effective for the 25 trading days prior to the Notice Date and the right of the Company to mandate exercise only applies with respect to the Warrant Shares included in such registration statement..
 
ii.
In the event that, at any time subsequent to the Notice Date and before the Mandatory Exercise Date, the resale of the Warrant Shares are not covered by a current and effective registration statement, the Company’s right to mandate the exercise of the Warrant shall terminate with respect to all Warrants that have not then been exercised or converted. Nothing in the preceding sentence shall be construed to prohibit or restrict the Company from thereafter calling the Warrants for exercise in the manner provided for, and subject to the provisions of, this Section 13.
 
 
iv.
In the event that the exercise by the Company of its right of redemption pursuant to this Section 13 would result in a violation of the 4.9% Limitation, the Company shall not have the right to redeem the Holders’ Warrants to the extent that the exercise of the Warrants as to which the redemption notice is given would result in such a violation.
 
- 4 -

 
c.  
The Mandatory Exercise Notice shall specify (i) the number of Warrant Shares with respect to which this Warrant is to be exercise if less than all of the Warrant Shares are to be purchased in exercising the Warrant, (ii) the exercise date (the “ Mandatory Exercise Date ”), and (iii) the place where the Warrant shall be delivered and the Exercise Price shall be paid. No failure to mail such notice nor any defect therein or in the mailing thereof shall affect the validity of the proceedings for the Company’s right to mandate exercise of the Warrant by the Holder except as to a Holder (x) to whom notice was not mailed or (y) whose notice was defective. An affidavit of the Chief Financial Officer of the Company that notice of redemption has been mailed shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
 
d.  
Upon receipt of the Mandatory Exercise Notice, the Holder of the Warrant shall exercise the Warrant to purchase such number of shares of Common Stock on or prior to the Mandatory Exercise Date in accordance with the Mandatory Exercise Notice and Sections 5 and 13(b)(iv) of this Warrant.
 
e.  
The Company may, at its sole discretion, elect to terminate any right to exercise or convert the Warrant to the extent that the Warrant was called by the Company for exercise but had not been exercised by the Holder in accordance with the Mandatory Exercise Notice at 5:30 p.m. (New York City time) on the day following the Mandatory Exercise Date. After such time, Holders of the Warrants shall have no further rights under the Warrant.
 
14.    Notice . All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:
 
If to the Company :
 
c/o Shaanxi Tianren Food Company, Ltd.
Attn: Mr. Yongke Xue, Chief Executive Officer
A-4/F Tongxinge, Xietong Building, No.12,
Gaoxin 2nd Road, Hi&Tech Zone,
Xi'an, Shaanxi,710065
Email: xyk666@163.com  
Fax: 011-86-29-88386656-86
 
 
with a copy to , which copy shall not constitute a notice:

Guzov Ofsink, LLC
600 Madison
New York, New York 10022
Attention: Darren Ofsink
E-mail: dofsink@golawintl.com
Fax: (212) 688-7273
 
If to the Warrant Holder :

Barron Partners LP
Barron Capital Advisors LLC,
Managing Partner
Attn: Andrew Barron Worden
730 Fifth Avenue, 9th Floor
New York NY 10019
Fax; 212-359-0222
 
15.
Miscellaneous.
 
a.    This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Warrant may be amended only by a writing signed by the Company and the Warrant Holder.
 
b.    Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company and the Warrant Holder.
 
c.    This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of New York without regard to the principles of conflicts of law thereof.
 
d.    The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.
 
- 5 -

 
e.    In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.
 
f.    The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a stockholder of the Company, either at law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.
 
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above stated.
 
     
 Date: February 25, 2008 ENTECH ENVIORNMENTAL TECHNOLOGIES, INC.
 
 
 
 
 
 
  By:   /s/ Joseph I. Emas    
 
Name: Joseph I. Emas   
  Title: Director 
 

 
 
 
 
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FORM OF ELECTION TO PURCHASE

(To be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)

To: ENTECH ENVIORNMENTAL TECHNOLOGIES, INC.:

In accordance with the Warrant enclosed with this Form of Election to Purchase, the undersigned hereby irrevocably elects to purchase ______________ shares of Common Stock (“Common Stock”), $.001 par value, of ENTECH ENVIORNMENTAL TECHNOLOGIES, INC. and encloses the warrant and $____ for each Warrant Share being purchased or an aggregate of $________________ in cash or certified or official bank check or checks, which sum represents the aggregate Exercise Price (as defined in the Warrant) together with any applicable taxes payable by the undersigned pursuant to the Warrant.

The undersigned requests that certificates for the shares of Common Stock issuable upon this exercise be issued in the name of:
 
 
 
 
 
 
  (Please print name and address)
 
 
  (Please insert Social Security or Tax Identification Number)
 
If the number of shares of Common Stock issuable upon this exercise shall not be all of the shares of Common Stock which the undersigned is entitled to purchase in accordance with the enclosed Warrant, the undersigned requests that a New Warrant (as defined in the Warrant) evidencing the right to purchase the shares of Common Stock not issuable pursuant to the exercise evidenced hereby be issued in the name of and delivered to:
 
 
 
 
 
 
  (Please print name and address)
 
  Dated:  
  Name of Warrant Holder:
 
  (Print)  
   
  (By:)  
   
  (Name:)  
   
  (Title:)  
   
 
 
Signature must conform in all respects to name of
Warrant Holder as specified on the face of the
Warrant
 
 
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VOTING TRUST AGREEMENT
 
THIS VOTING TRUST AGREEMENT (“Agreement”) is made and entered into by and between Fancylight Limited, a BVI company (“Holder”), shareholder of Entech Environmental Technologies, Inc. (“Corporation”), and Hongke Xue, a resident of the People’s Republic of China (“Voting Trustee”).
 
RECITALS:
 
WHEREAS, Holder owns 800,000 shares of the Company’s $0.001 par value per share Series A Convertible Preferred Stock (together with the number of shares of Common Stock of the Company, par value $0.001 per share, issuable upon conversion of all or part of the Series A Convertible Preferred Stock described in the foregoing, collectively, the “ Option Shares ”); and

WHEREAS, Holder and Voting Trustee have entered into a Call Option Agreement dated as of the date hereof, pursuant to which the Voting Trustee has the right to acquire Holder’s Shares;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and obligations set forth herein, the parties agree as follows:

1.   Voting Trust.

1.1.   Creation of Voting Trust. The Voting Trustee, is hereby appointed voting trustee under the voting trust created by this Agreement. During the term of this Agreement the Voting Trustee shall act as voting trustee in respect to the Shares, with all the powers, rights and privileges and subject to all the conditions and covenants hereinafter set forth.

1.2.   Deposit of Shares. Within ten days after the execution and delivery of this Agreement, the Holder will assign and transfer, or cause to be assigned and transferred, to Guzov Ofsink, LLC, as collateral agent (the “Collateral Agent”), all shares of the Shares. The Holder shall deposit with the Collateral Agent the certificates representing such Shares, duly endorsed in blank or accompanied by stock powers or other instruments of assignment duly executed in blank, free and clear of any liens, claims, encumbrances or other rights of third parties.

1.3.   Delivery of Voting Trust Certificates. Upon receipt by the Collateral Agent of the certificates for the Shares, the Shares shall be held in trust by the Voting Trustee, through the Collateral Agent, subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to Holder one or more voting trust certificates (“Voting Trust Certificates” or “Certificates”), in the form provided for in Section 2.1, representing in the aggregate the total number of Shares deposited by Holder.

1.4.   Issue of Share Certificates To Voting Trustee. The certificates representing the Shares shall be surrendered by the Voting Trustee to the Corporation and cancelled, and new certificates representing the Shares shall be issued by the Corporation to and in the name of the Voting Trustee, and the fact that such certificates are issued pursuant to this Agreement shall be noted by the Corporation on its stock transfer records. The Voting Trustee is authorized and empowered to cause to be made any further transfers of the Shares which may become necessary through the occurrence of any change of persons holding the office of Voting Trustee.

1.5.   Acceptance of Trust. The Voting Trustee accepts the trust created hereby in accordance with all of the terms and conditions contained in this Agreement. The Shares shall be held by the Voting Trustee for the purposes of and in accordance with this Agreement, and none of the Shares, or any interest therein, shall be sold or otherwise disposed of, pledged or encumbered by the Voting Trustee, except as provided in this Agreement and in the Call Option Agreement dated as of the date of this Agreement to which the Shares are subject (the “Option”).
 


2.   Voting Trust Certificates.

2.1.   Form. The Voting Trust Certificates to be issued and delivered by the Voting Trustee under this Agreement in respect of the Shares shall be substantially in the following form, with such changes therein consistent with the provisions of this Agreement as the Voting Trustee and the Holder may from time to time approve:
 
THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY IT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO THE CERTIFICATE AND SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION AND VOTING TRUSTEES RECEIVE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND VOTING TRUSTEES THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION.
 
No. _________________________
_________________________Shares
 
VOTING TRUST CERTIFICATE FOR SERIES A CONVERTIBLE PREFERRED STOCK OF
[CORPORATION], (the “Corporation”)

THIS IS TO CERTIFY THAT:
1.   This voting trust certificate is issued pursuant to, and the rights of the holder hereof are subject to the terms and conditions of, a Voting Trust Agreement (the “Voting Trust Agreement”) dated [DATE] among [SHAREHOLDERS] (“Holder”) as shareholders of [CORPORATION] (“Corporation”), and [TRUSTEE] (“Voting Trustee”). Copies of the Voting Trust Agreement are kept on file by the Voting Trustee in their offices at [ADDRESS], have been deposited with the Corporation at its registered office (or with the officer or agent having charge of its stock transfer books), and are open to inspection in accordance with the requirement of law.
 
2.   By acceptance of this certificate, the Holder thereof, and every transferee, agrees to be bound by the terms of this certificate and of the Voting Trust Agreement.
 
3.   Upon the termination of the Voting Trust Agreement, the Holder shall be entitled to receive a certificate or certificates for shares upon the release of such shares pursuant to Section 8.2 of the Voting Trust Agreement. Until such receipt or release the Holder shall from time to time be entitled to receive from the Voting Trustee dividends and distributions payable in cash and property other than voting stock of the Corporation, if any, received by or for the account of the Voting Trustee upon such shares. If the Voting Trustee shall receive any additional shares issued by way of dividend upon, or in exchange for the certificates for shares represented by this certificate, or upon the exercise of any right of subscription pursuant to Section 3.3 of the Voting Trust Agreement, the Voting Trustee shall hold such shares in accordance with the terms of the Voting Trust Agreement and shall issue Voting Trust Certificates in respect thereof.
 
4.   Until the re-transfer to the Holder hereof of certificates for the shares represented by this certificate, the Voting Trustee shall possess and be entitled to exercise all rights and powers to vote the shares as provided in the Voting Trust Agreement, and no Holder of this certificate shall in such capacity have any rights or powers to vote such shares.
 

 
5.   This certificate is transferable only on the books of the Voting Trustee to be kept by them, or their agents, upon surrender hereof (duly endorsed in blank or accompanied by a proper instrument or assignment duly executed in blank, together with all requisite transfer tax stamps attached thereto and an amount sufficient to pay all Federal, state and local taxes or other governmental charges, if any, then payable in respect of such transfer) by the registered Holder in person or by such Holder's duly authorized attorney. Until this certificate is so transferred, the Voting Trustee may treat the registered Holder hereof as the absolute owner hereof for all purposes whatsoever. The rights and powers to transfer this certificate are expressly limited by and subject to the transfer restrictions contained in the Voting Trust Agreement.
 
6.   This certificate is not valid unless signed by the Voting Trustee.
The undersigned Voting Trustee have caused this certificate to be signed this [DATE].
 
________________________________
_________________________, Trustee
________________________________
_________________________, Trustee
2.2.   Restrictions on Certificate Transfers

2.2.1.   Applicability of Restrictions. The restrictions on transfer of Voting Trust Certificates are intended to apply during the term of the voting trust created under in this Agreement.

2.2.2.   Restriction on Lifetime Disposition. Holder shall not dispose of (and the terms “dispose of” and “disposition” as used in this Agreement mean any sale, transfer, assignment, pledge, mortgage, distribution or other form of disposition or conveyance, whether voluntary, involuntary, or by operation of law, and whether testamentary or inter vivos) all or any part of his interest in a Voting Trust Certificate issued hereunder except under the conditions set forth in this Agreement. Until the termination of this Agreement, each Voting Trust Certificate shall remain subject to this Agreement even though an offer or offers are made under this Agreement but not accepted. Any transfer of a Voting Trust Certificate shall result in its immediate cancellation.

3.   Dividends and Distributions; Subscriptions.

3.1.   Dividends or Distributions Payable in Cash or Other Property. The Voting Trustee shall, from time to time, pay or cause to be paid to Holder, his pro rata share of any dividends or distributions payable in cash or property, other than voting stock of the Corporation, collected by the Voting Trustee upon the Shares deposited hereunder. For the purpose of making any such payment, or for any other purpose, the Voting Trustee may, in his discretion, fix such date as they may reasonably determine as a record date for the determination of persons entitled to any payments or other benefits hereunder, or order their transfer books closed for such period or periods of time as they shall deem proper.

3.2.   Share Dividends or Distributions. The Voting Trustee shall receive and hold, subject to the terms of this Agreement, any voting stock of the Corporation issued in respect of the Shares by reason of any recapitalization, share dividend, split, combination or the like and shall issue and deliver Voting Trust Certificates therefor to the Holder.

4.   Matters Relating to Administration of Voting Trust; Voting.

4.1.   Action by Voting Trustee. The Voting Trustee shall possess and be entitled, subject to the provisions hereof, in his discretion, to exercise all the rights and powers of absolute owners of all Shares, including, but without limitation, the right to receive dividends on Shares, and the right to vote, consent in writing or otherwise act with respect to any corporate or shareholders' actions. Such corporate or shareholders' actions include but are not limited to any increase or reduction in the stated capital of the Corporation, any classification or reclassification of any of the shares as now or hereafter authorized into preferred or common stock or other classes of shares with or without par value, any amendment to the Articles of Incorporation or Bylaws, any merger or consolidation of the Corporation with other corporations, any sale of all or any part of its assets, and the creation of any mortgage or security interest in or lien on any property of the Corporation. It is expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, or by or under this Agreement, or by or under any other express or implied agreement.
 


4.2.   Indemnification. The Holder shall indemnify and hold the Voting Trustee harmless from and against any and all liabilities, losses, costs, and expenses, including reasonable attorneys' fees, in connection with or arising out of the administration of the voting trust created by this Agreement or the exercise of any powers or the performance of any duties by them as herein provided or contemplated, to the fullest extent permitted under the law.

 
5.
Holder of Voting Trust Certificates Bound.

All Voting Trust Certificates issued under this Agreement shall be issued, received, and held subject to all of the terms of this Agreement. Every registered Holder of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate properly endorsed in blank or properly assigned, by the acceptance or holding thereof shall be deemed conclusively for all purposes to have assented to this Agreement and to all of its terms, conditions and provisions and shall be bound by this Agreement with the same force and effect as if such Holder or bearer had been originally a party to this Agreement.

 
6.
Dissolution of Corporation.

In the event of the dissolution or total or partial liquidation of the Corporation, whether voluntary or involuntary, the Voting Trustee shall receive the moneys, securities, rights or property to which the Holder of Shares are entitled, and shall distribute the same to the Holder.

 
7.
Reorganization of Corporation.

In case the Corporation is merged into or consolidated with another corporation, or all or substantially all of the assets of the Corporation are transferred to another corporation, then in connection with such transfers the term “Corporation” for all purposes of this Agreement shall be taken to include such successor corporation, and the Voting Trustee shall receive and hold under this Agreement any voting stock of such successor corporation received on account of the ownership, as Voting Trustee hereunder, of Shares held hereunder prior to such merger, consolidation or transfer. Voting Trust Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or transfer may remain outstanding, or the Voting Trustee may, in their discretion, substitute for such Voting Trust Certificates new voting trust certificates in appropriate form, and the term “Shares” as used herein shall be taken to include any shares which may be received by the Voting Trustee in lieu of all or any part of the shares of the Corporation.

8.   Termination; Release of Shares .   This Agreement shall have the same term as the Option and shall terminate only upon the termination of the Option.

 
8.
Amendments.

This Agreement may be amended or terminated at any time by an instrument in writing duly executed and acknowledged by the Holder and the Voting Trustee.
 


9.   Miscellaneous.

9.1.   Benefits of this Agreement; Survival. The terms of this Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Holder, the Voting Trustee, and their respective successors and assigns.

9.2.   Notice. Any notice, request, offer, acceptance or other communication permitted or required to be given hereunder to the Holder or the Voting Trustee shall be sent by certified mail or by courier service, return receipt requested, or hand-delivered to such person at the address set forth below:
 
Holder:  
 
Voting Trustee:  
 
or at such other addresses as may be established by notice hereunder. Any notice so given shall be deemed effective at the time of delivery indicated on the duly completed postal service or courier receipt or when hand-delivered.

9.3.   Severability. In case any provision of this Agreement shall be held to be invalid or unenforceable in whole or in part, neither the validity nor the enforceability of the remainder of this Agreement shall be in any way affected.

9.4.   Descriptive Headings; Gender. The headings in this Agreement are for the convenience of reference only and shall not limit or otherwise affect the provisions hereof. The use of the masculine gender shall be deemed to include the feminine and neuter gender.

9.5.   Counterparts of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

9.6.   Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of New York.

The respective parties have caused this Agreement to be executed as of the date first above written.
 
 
Voting Trustee:
 
 
/s/ Hongke Xue        
 
Hongke Xue
 
   
 
Holder:
 
Fancylight Limited
 
 
By: /s/ Hongwei Li       
 
Name: Hongwei Li
Title: Director
   


VOTING TRUST AND ESCROW AGREEMENT
 
THIS VOTING TRUST AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of the 25th day of February, 2008 by and among the board members of Winsun Limited. (“Winsun”), as attorney-in-fact for some shareholders of Entech Environmental Technologies, Inc.(the “Corporation”) set forth on Schedule A attached hereto (each a “Holder” and collectively, the “Holders”), and Sixiao An (“Voting Trustees”).
 
RECITALS:
 
WHEREAS, each of the Holders shall own the Corporation’s $0.001 par value per share Series A Convertible Preferred Stock (together with the number of shares of Common Stock of the Company, par value $0.001 per share, issuable upon conversion of all or part of the Series A Convertible Preferred Stock described in the foregoing, collectively, the “ Option Shares ”). Such shares were issued by the Corporation in an aggregate number of 100,000 shares, which were determined by the Corporation in the Share Exchange Agreement entered into by Pacific Industry Holding Group Co. Ltd. , (“ Pacific Industry ”) and the Corporation where all the shareholders of Pacific Industry shall sell, assign, transfer, convey and deliver their shares in Pacific Industry to the Corporation in exchange for the issuance to them shares of the Corporation.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and obligations set forth herein, the parties agree as follows:

1.   Voting Trust.

1.1.   Creation of Voting Trust . The Voting Trustees are hereby appointed under the voting trust created by this Agreement. During the term of this Agreement the Voting Trustees shall act as voting trustee in respect of the tendered shares of stock in the Corporation, and any additional voting shares subsequently received by the Voting Trustees as a result of the operation of this Agreement (such tendered shares and subsequent shares to be collectively referred to as the “Shares”), with all the powers, rights and privileges and subject to all the conditions and covenants hereinafter set forth.

1.2.   Issue of Share Certificates To Voting Trustees . After the execution and delivery of this Agreement, when the Corporation issues shares to the Holders, it shall issue the shares in the name of the Voting Trustees one stock certificate representing the aggregate of the shares to Holders. The Voting Trustees are authorized and empowered to cause to be made any further transfers of the Shares which may become necessary through the occurrence of any change of persons holding the office of Voting Trustee.

1.3.   Delivery of Voting Trust Certificates . Upon receipt by the Voting Trustees of the certificate for the Shares, the Voting Trustees shall hold the Shares, in trust, subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to each Holder voting trust certificates (“Voting Trust Certificates” or “Certificates”), in the form provided for in Section 2.1, representing in the aggregate the total number of Shares deposited by each Holder. The fact that such certificates are issued pursuant to this Agreement shall be noted by the Corporation on its stock transfer records.
 
1.4.   Acceptance of Trust . The Voting Trustees accept the trust created hereby in accordance with all of the terms and conditions contained in this Agreement. The Shares shall be held by the Voting Trustees for the purposes of and in accordance with this Agreement, and none of the Shares, or any interest therein, shall be sold or otherwise disposed of, pledged or encumbered by the Voting Trustees, except as provided in this Agreement.
 


2.   Voting Trust Certificates.

2.1.   Form. The Voting Trust Certificates to be issued and delivered by the Voting Trustees under this Agreement in respect of the Shares shall be substantially in the following form, with such changes therein consistent with the provisions of this Agreement as the Voting Trustees and the attorney-in-fact for the Holders may from time to time approve:
 
THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY IT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO THE CERTIFICATE AND SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION AND VOTING TRUSTEES RECEIVE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND VOTING TRUSTEES THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION.
 
No. _________________________
_________________________Shares
 
_______________
 
[Holder’s Name]
 
VOTING TRUST CERTIFICATE FOR SERIES A CONVERTIBLE PREFERRED STOCK OF ENTECH
ENVIRONMENTAL TECHNOLOGIES, INC. (the “Corporation”)
 

THIS IS TO CERTIFY THAT:

1.   This voting trust certificate is issued pursuant to, and the rights of the holder hereof are subject to the terms and conditions of, a Voting Trust and Escrow Agreement (the “Voting Trust Agreement”) dated [DATE] among certain of the shareholders (“Holders”) of Entech Environmental Technologies, Inc. (“Corporation”), and [TRUSTEES] (“Voting Trustees”). Copies of the Voting Trust Agreement are kept on file by the Voting Trustees in their offices at [ADDRESS], have been deposited with the Corporation at its registered office (or with the officer or agent having charge of its stock transfer books), and are open to inspection in accordance with the requirement of law.

2.   By acceptance of this certificate, the Holder thereof, and every transferee, agrees to be bound by the terms of this certificate and of the Voting Trust Agreement.

3.   Upon the termination of the Voting Trust Agreement, the Holder shall be entitled to receive a certificate or certificates for shares upon the release of such shares pursuant to Section 9.2 of the Voting Trust Agreement. Until such receipt or release the Holder shall from time to time be entitled to receive from the Voting Trustees dividends and distributions payable in cash and property other than voting stock of the Corporation, if any, received by or for the account of the Voting Trustees upon such shares. If the Voting Trustees shall receive any additional shares issued by way of dividend upon, or in exchange for the certificates for shares represented by this certificate, or upon the exercise of any right of subscription pursuant to Section 3.2 of the Voting Trust Agreement, the Voting Trustees shall hold such shares in accordance with the terms of the Voting Trust Agreement and shall issue Voting Trust Certificates in respect thereof.
 
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4.   Until the re-transfer to the Holder hereof of certificates for the shares represented by this certificate, the Voting Trustees shall possess and be entitled to exercise all rights and powers to vote the shares as provided in the Voting Trust Agreement, and no Holders of this certificate shall in such capacity have any rights or powers to vote such shares.

5.   This certificate is transferable only on the books of the Voting Trustees to be kept by them, or their agents, upon surrender hereof (duly endorsed in blank or accompanied by a proper instrument or assignment duly executed in blank, together with all requisite transfer tax stamps attached thereto and an amount sufficient to pay all Federal, state and local taxes or other governmental charges, if any, then payable in respect of such transfer) by the registered Holder in person or by such Holder's duly authorized attorney. Until this certificate is so transferred, the Voting Trustees may treat the registered Holder hereof as the absolute owner hereof for all purposes whatsoever. The rights and powers to transfer this certificate are expressly limited by and subject to the transfer restrictions contained in the Voting Trust Agreement.

6.   This certificate is not valid unless signed by the Voting Trustees.

The undersigned Voting Trustees have caused this certificate to be signed this [DATE].
 
________________________________
_________________________, Trustee
________________________________
_________________________, Trustee
2.2.   Restrictions on Certificate Transfers

2.2.1.   Applicability of Restrictions . The restrictions on transfer of Voting Trust Certificates are intended to apply during the term of the voting trust created under in this Agreement.

2.2.2.   Restriction on Lifetime Disposition. No Holder shall dispose of (and the terms “dispose of” and “disposition” as used in this Agreement mean any sale, transfer, assignment, pledge, mortgage, distribution or other form of disposition or conveyance, whether voluntary, involuntary, or by operation of law, or in the case of a non-individual Holder, pursuant to a merger, consolidation, sale of assets or other reorganization, and whether testamentary or inter vivos) all or any part of his interest in a Voting Trust Certificate issued hereunder, except under the conditions set forth in this Agreement. Until the termination of this Agreement, each Voting Trust Certificate shall remain subject to this Agreement even though an offer or offers are made under this Agreement, but not accepted. Each person, personal representative, entity or successor in interest who acquires an interest in a Voting Trust Certificate issued hereunder shall hold it subject to the terms of this Agreement. Every transferee of a Voting Trust Certificate, by the acceptance of such Certificate, shall become a party to this Agreement, and shall assume all rights and obligations which the transferor had under this Agreement.

2.2.3.   Disposition Upon Death . Upon the death of a Holder, the estate of the deceased Holder (or the distributee of the estate) shall be deemed to have succeeded to the decedent's interest in this Agreement, and shall be deemed to have agreed to assume decedent's obligations under this Agreement.

2.3   Transfer; Registered Holder; Transfer Books . The Voting Trustees shall keep available for inspection by Holders at the office of the Voting Trustees set forth in the Voting Trust Certificate (or at such other office of which the holders thereof have been notified in writing) correct and complete books and records of account relating to the voting trust created by this Agreement and a record of all Holders. The Voting Trust Certificates shall be transferable only on the books of the Voting Trustees, upon surrender of such Voting Trust Certificates (duly endorsed in blank or accompanied by a proper instrument of assignment duly executed in blank, together with all requisite transfer tax stamps attached thereto and an amount sufficient to pay all Federal, State and local taxes or other governmental charges, if any, then payable in connection with such transfer) by the registered Holder in person or by such Holder's duly authorized attorney. Upon the surrender of any Voting Trust Certificate for transfer, the Voting Trustees shall cancel such Voting Trust Certificate and issue to the transferee (and to the registered holder of such Voting Trust Certificate, in the case of a partial transfer) a new Voting Trust Certificate or Certificates in the same form and representing in the aggregate the same number of Shares of the Corporation as the Voting Trust Certificates presented for cancellation. Any Voting Trust Certificate or Certificates may be exchanged for another Voting Trust Certificate or other Voting Trust Certificates for a like aggregate amount, but in different denominations.
 
3


2.4.   Record Ownership . The Voting Trustees may treat the registered Holder of each such Voting Trust Certificates as the absolute owner thereof for all purposes whatsoever, and accordingly shall not be required to recognize any legal, equitable or other claim or interest in such Voting Trust Certificate on the part of any other person, whether or not the Voting Trustees shall have express or other notice thereof.

2.5.   Replacement of Mutilated or Lost Certificates. In case any Voting Trust Certificate shall become mutilated or be destroyed, lost or stolen, the registered Holder thereof shall immediately notify the Voting Trustees, who, subject to the following sentence, shall issue and deliver to such Holder a new Voting Trust Certificate of like tenor and denomination in exchange for and upon cancellation of the Voting Trust Certificate so mutilated, or in substitution for the Voting Trust Certificate so destroyed, lost or stolen. The applicant for such substituted Voting Trust Certificate shall furnish proof reasonably satisfactory to the Voting Trustees of such destruction, loss or theft, and, upon request, shall furnish indemnity reasonably satisfactory to the Voting Trustees and shall comply with such other reasonable requirements as the Voting Trustees may prescribe.

3.   Dividends and Distributions; Subscriptions.

3.1.   Dividends or Distributions Payable in Cash or Other Property . The Voting Trustees shall, from time to time, pay or cause to be paid to Holders, their pro rata share of any dividends or distributions payable in cash or property, other than voting stock of the Corporation, collected by the Voting Trustees upon the Shares deposited hereunder. For the purpose of making any such payment, or for any other purpose, the Voting Trustees may, in their discretion, fix such date as they may reasonably determine as a record date for the determination of persons entitled to any payments or other benefits hereunder, or order their transfer books closed for such period or periods of time as they shall deem proper.

3.2.   Share Dividends or Distributions . The Voting Trustees shall receive and hold, subject to the terms of this Agreement, any voting stock of the Corporation issued in respect of the Shares by reason of any recapitalization, share dividend, split, combination or the like and shall issue and deliver Voting Trust Certificates therefor to the Holders in proportion to their respective interests therein as shown on the books of the Voting Trustees.

4.   Matters Relating to Administration of Voting Trust; Voting.

4.1.   Action by Voting Trustees . The number of Voting Trustees shall be two. In all matters except as expressly provided for in this Agreement, the Voting Trustees shall act as a group. The action of a majority of the entire number of Voting Trustees as stated above, expressed from time to time at a meeting, or by a writing without a meeting, shall, except as otherwise herein stated, constitute the action of the Voting Trustees and shall have the same effect as if assented to by all. At any meeting of the Voting Trustees, any Voting Trustee may vote in person or by written proxy given to any other Voting Trustee; and any Voting Trustee may give a power of attorney to any other Voting Trustee to sign for him in case of action of the Voting Trustees taken in writing without a meeting. The Voting Trustees may adopt their own rules of procedure.
 
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4.2.   Rights and Powers of Voting Trustees. The Voting Trustees shall possess and be entitled, subject to the provisions hereof, in their discretion, to exercise all the rights and powers of absolute owners of all Shares, including, but without limitation, the right to receive dividends on Shares, and the right to vote, consent in writing or otherwise act with respect to any corporate or shareholders' actions. Such corporate or shareholders' actions include, but are not limited to, any increase or reduction in the stated capital of the Corporation, any classification or reclassification of any of the shares as now or hereafter authorized into preferred or common stock or other classes of shares with or without par value, any amendment to the Articles of Incorporation or Bylaws, any merger or consolidation of the Corporation with other corporations, any sale of all or any part of its assets, and the creation of any mortgage or security interest in or lien on any property of the Corporation. It is expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, or by or under this Agreement, or by or under any other express or implied agreement.

4.3.   Reserved.

4.4   Trustee Removal . The Voting Trustees may be individually removed by the affirmative vote of, or by a written instrument or instruments signed by, the Holders of Voting Trust Certificates representing 80% of the Shares in the Voting Trust created hereunder.

4.5.   Resignation. A Voting Trustee may resign at any time by delivering his resignation in writing to the Holders, to take effect sixty days after the date of such delivery, whereupon all powers, rights and obligations of the resigning Voting Trustee under this Agreement shall cease and terminate, except as provided in this Agreement. If a successor Voting Trustee shall not have been appointed within sixty days after the giving of such written resignation, the Voting Trustees may apply to any court of competent jurisdiction to appoint a successor Voting Trustee to act until such time, if any, as a successor shall have been appointed as provided in Section 4.6.

4.6.   Vacancies. If any vacancy shall occur in the position of Voting Trustee by reason of the death, removal, resignation, inability or refusal to act of a Voting Trustee, or otherwise, such vacancy shall be filled by the appointment of a successor by the Attorney-in-fact of the Holders. If there is at any time a vacancy in the office of Voting Trustee, the voting power of the shares of the Corporation evidenced by the Voting Trust Certificates shall continue to be exercised by the remaining Voting Trustees. Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing counterparts of this Agreement and delivering such counterparts to the Holders, and thereupon such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as if such successor had been originally a party to this Agreement as a Voting Trustee. The term “Voting Trustees” as used in this Agreement shall apply to and mean the original Voting Trustee hereunder and any successor.

4.7.   Expenses, etc. The Holders shall reimburse the Voting Trustees for all reasonable expenses, including counsel fees, incurred by them in connection with the exercise of their powers and the performance of their duties under this Agreement.

The Holders shall reimburse the Voting Trustees for the cost of all transfer tax stamps required and all Federal, State and local taxes payable in connection with the deposit of the Shares in the voting trust pursuant to this Agreement and in connection with the re-transfer by the Voting Trustees of the Shares to the Holders upon the surrender of such certificates.

Any such expenses may be charged to the Holders of Voting Trust Certificates pro rata according to the number of Shares represented by the Certificates, and may be deducted from dividends or other distributions to them, or may be made a charge payable as a condition to the delivery of Shares in exchange for Voting Trust Certificates as provided herein, and the Voting Trustees shall be entitled to a lien therefor upon Shares, funds or other property in their possession.

4.8.   Indemnification. The Holders shall indemnify and hold the Voting Trustees harmless from and against any and all liabilities, losses, costs, and expenses, including reasonable attorneys' fees, in connection with or arising out of the administration of the voting trust created by this Agreement or the exercise of any powers or the performance of any duties by them as herein provided or contemplated, to the fullest extent permitted under the law.
 
5


4.9.   Reliance on Advice of Counsel. The Voting Trustees may consult with counsel concerning any question which may arise with reference to their duties or authority under this Agreement or any of the provisions hereof or any matter relating hereto, and the opinion of such counsel shall be a full and complete authorization and protection in respect of any action taken or omitted by the Voting Trustees here under in good faith and in accordance with such opinion of counsel, and the Voting Trustees shall not be liable for any damages sustained as a result thereof.

4.10.   No Duty to Investigate. The Voting Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document submitted to the Voting Trustees.

4.11.   Interest of Voting Trustees . The Voting Trustees assume no liability as shareholders, their interest hereunder being that of trustees only. The Voting Trustees will vote the Shares on all matters in accordance with the provisions of this Agreement, but they shall have no implied obligations and they assume no responsibility in respect of any action taken (or not taken) in pursuance of their votes so cast.

4.12.   Compensation of Voting Trustees. No Voting Trustee shall be compensated for his service hereunder.

5.   Holders of Voting Trust Certificates Bound.

All Voting Trust Certificates issued under this Agreement shall be issued, received, and held subject to all of the terms of this Agreement. Every registered Holder of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate properly endorsed in blank or properly assigned, by the acceptance or holding thereof shall be deemed conclusively for all purposes to have assented to this Agreement and to all of its terms, conditions and provisions and shall be bound by this Agreement with the same force and effect as if such Holder or bearer had been originally a party to this Agreement.

6.   Dissolution of Corporation.

In the event of the dissolution or total or partial liquidation of the Corporation, whether voluntary or involuntary, the Voting Trustees shall receive the moneys, securities, rights or property to which the Holders of Shares are entitled, and shall distribute the same among the Holders in proportion to their interests. Alternatively, the Voting Trustees may in their discretion deposit such moneys, securities, rights or property with any bank or trust company doing business in [LOCATION], with authority and instructions to distribute the same as above provided, and upon such deposit all further obligations or liabilities of the Voting Trustees in respect of such moneys, securities, rights or property so deposited shall cease.

7.   Reorganization of Corporation.

In case the Corporation is merged into or consolidated with another corporation, or all or substantially all of the assets of the Corporation are transferred to another corporation, then in connection with such transfers the term “Corporation” for all purposes of this Agreement shall be taken to include such successor corporation, and the Voting Trustees shall receive and hold under this Agreement any voting stock of such successor corporation received on account of the ownership, as Voting Trustees hereunder, of Shares held hereunder prior to such merger, consolidation or transfer. Voting Trust Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or transfer may remain outstanding, or the Voting Trustees may, in their discretion, substitute for such Voting Trust Certificates new voting trust certificates in appropriate form, and the term “Shares” as used herein shall be taken to include any shares which may be received by the Voting Trustees in lieu of all or any part of the shares of the Corporation.
 
6


8.   Escrow Provisions.

8.1.   Appointment of Voting Trustees as Escrow Agent. The Corporation and each Holder hereby appoint the Voting Trustees as escrow and selling agent in accordance with the terms and conditions set forth herein, and the Voting Trustees hereby accept such appointment. (The Voting Trustees, in their capacity as escrow and selling agent hereunder, are referred to herein as the “Agent.”)

8.2   Covenants of Holders Regarding Sale of Shares . Each Holder agrees (a) not to sell, transfer or convey any of the Shares or any interests therein for at least two years after the issuance to such Holder of a Voting Trust Certificate or Voting Trust Certificates for such Shares and (b) if, after the expiration of the two years period set forth in clause (a) of this Section 8.2, such Holder desires to sell all or a portion of such Shares, the Holder shall give the Voting Trustee a written authorization to sell all of a specific number of Shares owned by the Holder (the “Sale Notice”).

8.3   Sale of Shares by Agent. Upon receipt of a Sale Notice, the Agent shall use commercially reasonable efforts to sell the Shares authorized in the Sale Notice to be sold. The Agent shall be deemed to have acted in a commercially reasonable manner if (a) within 30 days after its receipt of the Sale Notice, it directs a licensed broker-dealer (“Broker”) to sell in one or more transactions at the prevailing market price at the time of sale the Shares authorized by the Holder to be sold, (b) directs the Broker to remit all of the net proceeds of such sale to the Agent, (c) delivers or causes to be delivered to the appropriate person on a timely basis for settlement of the sale, any certificate for the Shares which are sold and (d) within 30 days after receipt of the net proceeds of the sale of the Shares remits to the Holders such net proceeds. Notwithstanding the foregoing, the Agent may take such actions as it deems reasonable and appropriate to limit the sale of Shares or disregard the Sales Notice during any period where such sales may have a significant detrimental effect of the market price of the Shares or where such sales would violate applicable securities laws.

8.4   Exculpation and Indemnification of Agent.  

(a) The Agent shall have no duties or responsibilities other than those expressly set forth herein. The Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Agent shall be under no liability to the other parties hereto to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement, the Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

(b) The Agent shall not be liable to any party hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Agent) statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Agent to be genuine and to be signed or presented by the proper person or persons. The Agent shall not be bound by any of the terms thereof, unless evidenced by a writing delivered to the Agent signed by the proper party or parties and, if the duties or rights of the Agent are affected, unless it shall give its prior written consent thereto.
 
7


(c) The Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement. The Agent shall have no responsibility with respect to the use or application of any funds or shares or other property paid or delivered by the Agent pursuant to the provisions hereof.

(d) The Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

(e) To the extent that the Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of funds or securities held hereunder or any payment made hereunder, the Agent may pay such taxes. The Agent may withhold from any payment of monies held by it hereunder such amount as the Agent estimates to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Agent shall be indemnified and held harmless against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments in the manner provided herein.

(f) The Agent will be indemnified and held harmless by the Corporation and each Holder from and against all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Agent in connection with any action, suit or proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Agent hereunder, except for claims relating to gross negligence by Agent or breach of this Agreement by the Agent, or the monies or other property held by it hereunder. Promptly after the receipt by the Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Agent shall, if a claim in respect thereof is to be made against the Corporation or a Holder, notify each of them thereof in writing, but the failure by the Agent to give such notice shall not relieve from any liability which the Corporation or the Holder may have to the Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Agent may retain and hold for such time as it deems necessary such amount of monies or property as it shall, from time to time, in its sole discretion, deem sufficient to indemnify itself for any such loss or expense and for any amounts due it hereunder.   For the purpose hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, the Corporation and the Holder, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.
 
8.5 Resignation of Agent. The Agent may resign at any time and be discharged from its duties as Agent hereunder by giving the Corporation and the Holders at least 60 days’ written notice thereof. As soon as practicable after its resignation, the Agent shall turn over to a successor escrow agent appointed by the parties hereto all monies and properties held hereunder (less such amount as the Agent entitled to retain pursuant to this Agreement) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the 60-day period following such notice of resignation, the Agent may deposit the aforesaid monies and property with any court it deems appropriate.
 
8

 
9.   Term; Release of Shares.

9.1.   Term. Each of the Holders may terminate this Agreement and the voting trust created hereby as to himself after the expiration of the two years period set forth in clause (a) of Section 8.2 of the Agreement by prior written request; the rest of the Holders may leave their shares in the voting trust and this Agreement is effective until they choose to take the shares out of the voting trust by a prior written request.

9.2.   Exchange of Shares and Voting Trust Certificates. Upon the termination of this Agreement as to the Shares of Holder(s), the Voting Trustees, in exchange for and upon surrender of any Voting Trust Certificate then outstanding with respect to such Shares, shall, in accordance with the terms thereof and out of the Shares received and held by them hereunder, cause the Corporation to deliver to the Holder(s), certificates for Shares represented by such Voting Trust Certificate at the expense of such Holder(s). If the Holder(s) refuse to pay the expense so incurred, the Voting Trustees may sell certain amount of Shares for such expense. The voting trust created by this Agreement is effective until the Holder(s) receive the certificates for Shares represented by the Voting Trust Certificate. Furthermore, if any such delivery shall take place (i) after the record date for establishing holders of Shares entitled to vote at a meeting of stockholders but (ii) prior to the date of such meeting of stockholders, the Voting Trustees shall deliver with the certificates for Shares an irrevocable proxy authorizing the person in whose name the certificates for Shares are registered to vote such Shares at such meeting.

10.   New Subscribers.

Any holder of shares of the Corporation may at any time become a subscriber hereto with respect to any such shares by subscribing to this Agreement and depositing the certificate representing his shares, accompanied by duly executed instruments of transfer. Such subscribers shall then become Holders as if they were original parties to this Agreement.

11.   Miscellaneous.

11.1.   Benefits of this Agreement; Survival. The terms of this Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Holders, the Voting Trustees, and their respective successors and assigns. The rights of the Voting Trustee under Sections 4.7 and 4.8 and of the Holders of Voting Trustee Certificates under Section 9.2 shall survive any termination of this Agreement or any resignation or removal of any Voting Trustee pursuant to the terms of this Agreement.

11.2.   Notice. Any notice, request, offer, acceptance or other communication permitted or required to be given hereunder to the Voting Trustees shall be sent by certified mail or by courier service, return receipt requested, or hand-delivered to such person at the address set forth below:
 
Holders: to the Escrow Agent or if the Escrow Agent gives written notice to the Voting Trustees that the Escrow Agreement has been terminated, then by an announcement on our website .
 
Voting Trustees: Sixiao An
 
or at such other addresses as may be established by notice hereunder. Any notice so given shall be deemed effective at the time of delivery indicated on the duly completed postal service or courier receipt or when hand-delivered.

11.3.   Severability. In case any provision of this Agreement shall be held to be invalid or unenforceable in whole or in part, neither the validity nor the enforceability of the remainder of this Agreement shall be in any way affected.
 
9


11.4.   Descriptive Headings; Gender. The headings in this Agreement are for the convenience of reference only and shall not limit or otherwise affect the provisions hereof. The use of the masculine gender shall be deemed to include the feminine and neuter gender.

11.5.   Counterparts of this Agreement . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

11.6.   Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of New York.



 
The respective parties have caused this Agreement to be executed as of the date first above written.
 


 
Voting Trustees:
 
 
 
/s/ Sixiao An        
 
Sixiao An
   
 
 
 
 
Attorney-in-Fact for Holders:
 
 
 
/s/ Sixiao An         
 
Sixiao An
   

10

 
 
 
 
Schedule A
 
 
 
 
 
 
 
SERIAL NUMBER
TRUSTEESHIP CARD NUMBER
NAME
ID CARD NUMBER
ADDRESS
GENERAL SHARE NUMBER
1
81948
Li Qingguang
110105194710142208
No.1204, No.13 Building, Fuxingmenwaidajie, Xicheng District, Beijing
17600
2
81951
Yang Xiangfan
410105351127103
No.39, No.3 Building, North No.27 Courtyard, Jing'er Road ,Jinshui District, Zhengzhou, Henan
1600
3
82123
Yan Wei
230306630121455
Material Section, Chengzihe Coalpit, Jixi, Heilongjiang
22000
4
82127
Li Quan
110102197505263013
Hairdressing Hall of New Century Guesthouse, Beijing Middle Road, Lasa, Xizang.
2200
5
82175
Li Xiangfang
310102194710183227
Room 101, No.16, No.2 Branch Lane, No.888 Lane, Luojin Road, Minxing District, Shanghai
3300
6
82181
Zhao Jun
130602521024182
12-3-202, No.58, Renhuijie, Qiyi West Road, Xinshi District, Baoding, Hebei
1540
7
82193
Bai Zhuye
612731461014002
Y11-15B, Yahezhineng Garden, Fengcheng No.1 Road, Weiyang District, Xi'an, Shaanxi
1540
8
82194
Fan Zunqin
510224197812276023
22-2-301, Debaohuacheng, Guigang, Guangxi
2640
9
82197
Li Qingfang
610113370517046
No.155, Haojia Village, Xi'an, Shaanxi
660
10
82199
Ding Shaomin
350302580920002
No.2-405, 277 Lane, Dongda Road, Putian, Fujian
4000
11
82205
Xiao Zhishan
110105196212231557
No.1, Unit 11, No.21 Building, Shuguangli, Chaoyang District, Beijing
4000
12
82407
Zhang Jinfu
220523621006033
Teacher Advanced School, Huinan County, Jilin
600
13
82411
Yang Yufeng
622101620330072
13-4-402, Aolinchuntian, Lincui West Lining, Chaoyang District, Beijing.
2200
14
82666
Sun Yitian
350204421013402
Room 609, No.9, Huguang Road, Kaiyuan District, Xiamen ,Fujian
572
15
83182
Hu Yuchen
510304421010102
A4-2-604, Lanyu, Jinzhouwan, Panlong District, Kunming, Yunnan
2800
16
83184
Chang Wengang
210106197410105812
No.15-241, Daye Road, Tiexi District, Shenyang, Liaoning
2860
17
83241
Zhang Jinghui
130103196907121515
1-602, Unit 3, East Area of Shiji Garden, No.75, Donggang Road, Yuhua District, Shijiazhuang.
2800
18
83242
Cao Chunyang
510215194702041610
Office Address: No.56, Hongjingdadao Road, Yubei District, Chongqing, People's Republic of China 401147 Home Address: Renminzhilu Road, Yuzhong District, Chongqing, People's Republic of China
2860
19
83250
Yang Liping
650106450101082
No.102, No.35 Building, West Railway Station, Urumqi, Xinjiang
2800
20
83281
Zou Huizhen
352128530629002
No.73, Hedong Road, Songxi County, Fujian
1430
21
83284
Liu Shuping
532301196307230085
Chuxiongzhou Industrial and Commercial Bank, Longquan Road, Chuxiong, Yunnan
1100
22
83287
Jia Huangling
652401531226142
225-2-502, Huixinli, Chaoyang District, Beijing
1430
23
83290
Pan Suzhen
371425197902037626
No.961, Gaobeidian Village, Gaobeidian Township, Chaoyang District, Beijing
1400
24
83294
Mu Pengfei
142327198504084910
4-1-15, Lodging House, No.4 Electricity Construction Company, No.24, West No.2 Lane, Pingyang Road, Xiaodian district, Taiyuan, Shanxi
660
25
83295
Meng Zhiqiang
410124571119401
Heinan Village, Kangdian Township, Gong County, Zhengzhou, Henan
2200
26
83594
Yang Pengfei
140107198711191710
2-2-15, No.9, Dong'ertiao, Nanhua Gate, Taiyuan, Shanxi
660
27
83595
Li Yahong
510302700829102
3-2-11, Jiaotong Garden, Tongda Branch Road, Ziliujing District, Zigong, Sichuan.
4300
28
83796
Yan Xingyu
210112197801050211
Jiaqingdaxuetang, No.10, West Chongshan Road, Huanggu District, Shenyang, Liaoning
4400
29
83797
Yu Jian
230804551119135
Railway Office, Jiamusi, Heilongjiang
8580
30
83800
He Lixia
342128681025012
No.22, Jiaotong Road, Erxinjie, Chengguan Town, Yinshang County, Anhui
6600
31
83802
Yan Wenqin
342128710526022
43-16, Jiefang South Road, Chengguan Town, Yingshang, Anhui
2200
32
107781
Zhang Qian
370202810606352
No.701, Press of Xinhua, Second work area of Xinhua News Agency, No.8 Jingyuan Road, Shijingdhan District, Beijing.
1430
33
84127
Zhou Haijun
330227641011684
Room 405, No.30, No.199 Lane, Yongfeng Road, Haishu District, Ningbo, Zhejiang
1430
34
84232
Su Li
420502197908271311
No.12-1, No.7, North Lane, Jiefang Road, Beibei District, Chongqing
1100
35
84243
Tang Jian'an
320402490122041
1 Room, A Building, Jingchuandongyuan, Changzhou, Jiangsu
2200
11

36
84367
Zhang Shifu
532331196610200610
Financial Branch, Electric Business Sect of Kunming, Zhanqian Road, Kunming, Yunnan.
11000
37
84459
Zhong Hui
510302630127052
26-Fu16, Tanmulinjie, Ziliujing District, Zigong, Sichuan
3300
38
84490
Xu Deshun
332601197403124710
South Yefen Village, Xiachen Town, Jiaojiang District, Taizhou, Zhejiang
1320
39
85371
Ma Yamin
110108521114427
No.130, No.11 Building, No.2 Area, No.20, Fuxing Road, Haidian District, Beijing
2200
40
85395
Li Bingxue
132435630125051
Shahe Village, Nanzhang Town, Rongcheng County, Hebei
1100
41
85409
Zhang Meng
110103198007160047
13-3-6, Panjiayuan, Chaoyang District, Beijing
2200
42
85416
Jia Yingkai
133001680507445
No.14, East Chang'anjie, Dongcheng District, Beijing
1100
43
85676
Zhang Jingmin
133001541024025
NO.1602, Renmin East Road, Hengshui, Hebei
2320
44
85689
Gao Guimin
220602650227034
No.118, Hunjiangdajie, Fangda Trade Ltd., Baishan Jilin
1100
45
85712
Wang Qingzhong
330104550719001
8-3-201, Qingtainanyuan, Shangcheng District, Hangzhou, Zhejiang
1430
46
85725
Luo Mengna
430303610310002
No.1, No.14 Building, No.1, Tanmeng Road, Xiangjiang District, Xiangtan, Hunan
1100
47
85726
Zhu Jun
210203197604166011
Shoe and Cap Section, Dalian Store, No.1, Qingsanjie, Zhongshan District, Dalian, Liaoning
5500
48
85730
Li Xiuyun
411221631218052
No.5, No.8 Building, No.6 Courtyard, Youyijie, Shangjie District, Zhengzhou, Henan
1100
49
85737
Liu Yuezhen
410306450924004
No.504, Unit 2, No.13 Building, No.18, Daqing Road, Jili District, Luoyang, Henan
1100
50
85741
Liu Shuanwu
140203580513201
Yuanping Experimental Middle School, Shanxi
2200
51
85748
Chao Hongcai
37010419520709222X
Shandong Gold Group Ltd., No.16, Jiefang Road, Jinan, Shandong
3300
52
85924
Chai Song
640103600221183
Residence Area, No.217 Brigade, Wenchang North Road, Xincheng District, Yinchuan, Ningxia
2860
53
85926
Zhang Xia
150204580516182
Mineral Water Workshop, Yanjing Beer (Baotou Snow Deer) Co., Ltd., Moni Road, Kun District, Batou, Inner Mongolia
14000
54
85941
Chen Zhijin
110108195711205710
1-2-204, No.23, West 3rd Ring North Road, Haidian District, Beijing
4290
55
85944
Li Shan
610303195008231615
No.9, Chongshanli Lane, Xicheng District, Beijing
1430
56
85952
Wang Meihui
370305691010282
No.216, Huangong Road, Linzi District, Zibo, Shandong
1144
57
86665
Shi Yijun
652201198102101627
Room 1003, Unit 3, No.8 Building, No.15 Yard, Jianguo Road, Chaoyang District, Beijing
4400
58
86689
Hu Yuanxiang
512901520407001
Automobile Service Company, Chuangzhong Oil and Gas Company, No.162, Kaixuanxia Road, Suining, Sichuan
1100
59
87969
Zhang Peifen
332623530819004
No.65, Kangle Road, Hepingjiedao, Keling, Zhejiang
860
60
87971
Wang Yuanhui
441425197708160696
Cooperation and Fiance Building, No.3038, Shennan East Road, Luohu District, Shenzhen, Guangdong
1430
61
88789
Chen Wei
310109194306211227
 
2200
62
89176
Wan Jing
132826196111152011
Laowanxiaochi, 60 meters west to Yongqing County Handicapped League, Langfang, Hebei
2200
63
90288
Wei Na
370702830201072
(No.68 Letterbox) Room 602, Unit 3, No.10 Building, Shunyuan Village, No.37, Changhong East Road, Liang Township, Beijing
2200
64
91155
Li Fengling
110223196211220627
5th Research Institute of Metallurgy Ministry, Tongzhou District, Beijing
2420
65
91159
Liu Zhiguang
230602196304032315
Electric power Dispatching Center, No.22 Lane, Xibin Road, Ranghulu District, Daqing, Heilongjiang
660
66
91529
Yao Jihua
330422460710001
Room 401, No.50, No.12 Building, Chengnan New Village, Pinghu, Zhejiang
4290
67
92365
Zhang Kuili
510304640424003
National Taxation Bureau of Da'an, Zigong, Sichuan
858
68
92785
Ke Lianhui
332623197903073030
19A1, Cooperation and Finance Building, No.3038, Shennan East Road, Luohu District, Shenzhen, Guangdong
1100
69
92787
Zhang Xiaohong
110105196411038127
Beichen Shopping Center, No.8, Anli Road, Chaoyang District, Beijing
2860
70
93257
Xiao Chunqi
310104650707049
109 Letterbox, Liugong Post Office, No.1, Heping Road, Liunan District, Liuzhou, Guangxi
1320
71
93259
Lin Guanming
360602571225101
Xiabu Credit Cooperative, Yuehu District, Yingdan, Jiangxi.
2860
72
93264
Zeng Xianhua
519003195506221928
No.128, Tianyijie, Xingfu Town, Dujiangyan, Sichuan
1400
73
94366
Liu Shengzhai
210204360907219
28-401, Xinggongnanyijie, Shahekou, Dalian, Liaoning
860
74
94953
Sun Hongyuan
110103196006130015
204-4-704, Century dongfangjiayuan, Chaoyang District, Beijing
1100
75
96935
Liu Yu
110105195504190828
No.31 Building, San Li River three Area, Xi Cheng District, Beijing.
2800
76
96950
Zhen Yongqing
110221196912053216
No.281, Baifangsanju, Qijia Town, Changping District, Beijing
2200
77
97342
Wu Xiangming
350205196907260047
Room201,No. 118 Houdaixi Road, Si Ming District, Xiamen, Fujian.
4840
78
98348
Han Hongqin
230406600219002
Group3, Committee39, District of industry and agriculture, Hegang, Heilongjiang.
4840
12

 
79
98800
Chen Chunlei
332526197602280048
2-3-704, No.2 Yard, Xiangluyingdong Lane, Xuanwu District, Beijing
2800
80
98801
Hou Weiyu
210381197102042216
Qiushi Concrete Company, Langgezhuang village, Heizhuanghu Township, Chaoyang District, Beijing
1100
81
99750
Song Yang
220302197511120250
Room406,No.136 of Xiangeli, Siming District, Xiamen, Fujian.
1210
82
99754
Lei Jizhong
340303194002010635
6-3-1,No.88 Tiyu Road, Bangshan District, Bangbu, Anhui.
1100
83
102385
Ren Yuntong
210203500220351
64,1-1, Xinchun Street, Dalian, Liaoning.
2800
84
103915
Liu Zhenying
350204193712085023
Room 201, No.22 of Yuhe Linner, Siming District, Xiamen, Fujian.
4840
85
100013
Huang Cheng
342401198110310718
3-2-501 Linhan Yuan, Jiefang North Road, Liu An, Anhui.
1100
86
100412
Huang Shufen
210203195810265521
3-1, No.119 Jianye Street, Xigang District, Dalian, Liaoning.
2200
87
100414
Li Yue
220503197906060528
No.4 Building, Tianyuan Two Poles, Xigang District, Dalian, Liaoning.
2200
88
100421
Yu Xiaolu
210203660705002
20-5-2, Lianping Street, Xigang District, Dalian, Liaoning.
1820
89
100472
Zhang Juxiang
210211560516582
No.109 Lingnan Road, Lingshui Town, Dalian, Liaoning.
1100
90
100849
Chu Shuhang
350203197409283010
174-6-505, University Road, Siming District, Xiamen, Fujian.
1694
91
101086
Fang Liyu
330104620319132
No.20 Kuiheng Alley, Shangcheng District, Hangzhou, Zhejiang.
4719
92
101448
Shen Jiahua
330121520317112
No.12-2-401, Nanxing Apartment, Shangcheng District, Hangzhou, Zhejiang.
2420
93
94919
Guan Lirong
130228551205004
wang Chaoyi, Office 227, Institute of Continuing Education, University of Political Science and Law, No.25, West Tucheng Road, Haidian District, Beijing
36845
94
101463
Chen Zhangmeng
210204196002293576
2-6-1, No.17 to 36 ShaYue Street, Shahekou District, Dalian, Liaoning.
5720
95
101464
Kong Xianfen
210202550620426
426-2-6, Wunan Street, Zhongshan District, Dalian, Liaoning.
5720
96
101467
Wang Fuquan
21021119430720142X
1-3-5,No.5 Jinyi Street, Ganjingzi District, Dalian, Liaoning.
1100
97
101840
Xi Deshu
310103194405183243
11-8-102, Guilin West Street, Xuhui District, Shanghai.
2860
98
101947
Yin Qiang
340403197007161810
F10-508#, Yuanjingtian Uptown, High Newly Development Zone, Hefei, Anhui.
1430
99
102398
Xue Yajie
210203640813554
103-1-2-1, Eight One Road, Xigang District, Dalian, Liaoning.
2200
100
102400
Li Hongguang
210921197907216435
Shanglingzi Village, Shijiazi Town, Fuxin Mongolia Autonomous County, Fuxin District, Fuxin, Liaoning
2200
101
102559
Liang Qiaoyun
310107311107204
141-28-203, Meichuan Street, Shanghai.
3146
102
102596
Wang Haiye
432301197602072025
13-1302, Tuofangyingxili, Chaoyang District, Beijing
7700
103
102598
Liu Minyu
210211400514142
26 to 21, Changshan Street, Ganjingzi District, Dalian, Liaoning.
1400
104
102600
Liu Yuan
11022919591003275X
No.29, Area3, Lvzhuang Village, Shenjiaying Town, Yanqing District, Beijing
1100
105
103139
Wang Hong
110101195808044541
No.63, Beitoutiao, Jiaodaokou, Dongcheng District, Beijing
1300
106
103909
Ding Juan
32062119850917072X
Room 1, No.29, Xinjian West Road, Libao Town, Hai'an County, Nantong, Jiangsu.
1000
107
103910
Wang Xiaoling
110105196810194127
21-1206, No.1, North Lining, Dingfuzhuang, Chaoyang District, Beijing.
1000
108
74228
Wu Kunbao
110108195612104930
No.401, Unit 2, No.9 Building, No.137 Courtyard, North Road, West 4th Ring Road, Haidian District, Beijing
3400
109
74846
Wang Xiaomei
320523500220046
202 Room, No.38 Building, Liku No.2 Village, Kunshan, Jiangsu
660
110
74848
Zhang Min
320404197606263133
204 Room, No.11 Building, Jingyang New Village, Yu shan Town, Kunshan, Jiangsu
1100
111
74849
Yan Bolin
320523550101331
404 Room, No.1, Xinyang Garden, Yushan Town, Kunshan, Jiangsu
1100
112
75232
Zhang Jianguo
650300196910030618
Ruihe Communication, No.170, Xinyang Road, Kunshan, Jiangsu
1430
113
75459
Wang Zhouhua
310228570516062
No.278, Zhangyanzhen Road, Jinshan District, Shanghai
2640
114
75835
Hu Zhonghui
420106660501281
5-13-4, Caijiashibu, Yuzhong District, Chongqing
9150
115
75837
Zhao Fuyan
510223197408278346
No.25, No.12 Building, Haojunge, Dadukou District, Chongqing
1430
116
75844
Cao Chunyang
510215470204161
Office Address: No.56, Hongjingdadao Road, Yubei District, Chongqing, People's Republic of China 401147 Home Address: Renminzhilu Road, Yuzhong District, Chongqing, People's Republic of China
2860
117
75940
Li Renyuan
610113311011001
East 4-2-3, No.60, Leyou Road, South Part, Yanta District, Xi'an, Shaanxi
1760
118
75943
Zhang Junying
622821194211030025
1-10-4-202, Zhangbanchangqingxinglongyuan Village, Weiyang District, Xi'an, Shaanxi
4400
119
76034
Gao Huirong
370202380304442
No.64-1-301, FengHua Road, Qing Dao, Shandong
2860
 
13

 
120
76473
Hou Yufeng
610121470708121
East, 3/F, Unit 3, No.4 Building, Chang'an Agricultural Products Company, No.162, Chang'annanjie, Chang'an District, Xi'an, Shaanxi
4840
121
76553
Kong Weizhen
321283197609225816
7-104, Jiangnanmingzhu Garden, Changjiang North Road, Kunshan, Jiangsu.
1760
122
76757
Zheng Qingyu
610113380624213
Retirement Office, No. 203 Institute, No.10, Zhangba East Road, Xi'an, Shaanxi
12960
123
76807
Zhu Linxiang
310225194603180071
Room 101, No.146, No.63 Building, Tingchao No.5 Village, Huinan Town, Nanhui District, Shanghai
4400
124
76970
Wei Xiaoqin
130802531220064
3-5-309, Tangjiuku, Niuquanzigou, Chengde, Hebei
2200
125
76979
Lei Suhai
510202197512044716
181-5F-1, Jinyinwan, Daping, Yuzhong District, Chongqing
1540
126
77014
Zhou Shiping
420102631025203
Yangtze River Rock and Soil Engineering Head Office, No.1863, Jiefang Ave., Hankou, Wuhan, Hubei
2600
127
77015
Song Xiaomin
130322611114162
29-2-3, Tuanjieli, Haigang District, Qinhuangdao, Hebei
1430
128
77018
Feng Lin
510121197403312674
301 Room, No.28 Building, Chengbeishangcheng International Garden, Yushan Town, Kunshan, Jiangsu
660
129
77181
Li Hong
510122730621076
No.9 Team, No.3 Brigade, Student of Armed Police Command Institute, Chengdu, Sichuan
2420
130
77316
Yan Guorong
230206520429092
58-65 Letter box, Xi'an
1680
131
77317
Wang Jiaxiang
610330341125201
58-65 Letter box, Xi'an, Shaanxi
440
132
78046
Zeng Runlan
440224195601160947
House Property Bureau Office, Fankou Mine of Plumbum and Zinc, Shaoguan, Guangdong
12000
133
78048
Li Yanhong
110102195006243043
Fu 2-1-501, D No.11 Mine, College road, Haidian District, Beijing
6600
134
78190
Liu Jinliang
620103580626301
Yineng Design Institute, Power Supply Company, Lanzhou, Gansu
1570
135
78214
Xiaoke Laiti
650104630112163
Finance Research Section, Urumqi Central Branch of People's Bank of China, No.20, People Road, Urumqi, Xinjiang
1100
136
78286
Zhang Ying
610113370525211
No.10, Zhangba East Road, Yanta District, Xi'an, Shaanxi
2200
137
78290
Tai Aisheng
320926196501160016
Xinhua Bookshop (No.12, Renmin Road), Dafeng, Jiangsu
2200
138
78411
Wang Shemin
610121580425537
No.160, Third Team, Manjianghong Village, Wangqu Town, Chang'an District, Xi'an, Shaanxi
2200
139
78416
Li Xingkui
610402590913003
5-4, No.2 Building, Railway Village, Daminggong, Xi'an, Shaanxi
1540
140
78424
Lin Xirong
321083197708071751
No.2 Team, Shewang Village, Daiyao Town, Xinghua, Jiangsu
660
141
78553
Zhou Zhiguo
330719196304250212
 
13200
142
78667
Li Yong
610403671005003
(South College District) Department of Technical Secondary School, Ningxia Technical Institute, Yinchuan, Ningxia
1760
143
78822
Guo Jiangzhong
610102431023352
West, 3-2-5, Residence Area, 39 Insitute, Dianzi No.2 Road, Xi'an, Shaanxi
3360
144
78826
Guo Yumin
612522520528032
Xijing Company, No. 12 Building, Dianzi No.3 Road, Xi'an, Shaanxi
660
145
78864
Liang Jinyan
654201195801280036
6-132, Yunxiu Lining, Kuitun, Xinjiang.
3440
146
78945
Bao Zhuming
320919580417198
304 Room, No.4 Building, Yuedajiayuan, No.58, Yulong East Road, Yancheng, Jiangsu
1100
147
78946
Shao Jinming
320522480701001
302 Room, No.14 Building, Fanjing Village, Chengxiang Town, Taicang, Jiangsu
1430
148
78948
Liu Yuan
650203198005210064
Liu Xinsheng c/o Liu Yuan, Intermediate Court, Karamay, XinJiang
2200
149
79025
Liang Xiyun
610113401110213
No.10, Zhangba East Road, Yanta District, Xi'an, Shaanxi
1980
150
79032
Tan Jun
610112195409012515
Room 304, No.34 Building, Erfuzhuang, Weiyang District, Xi'an, Shaanxi
9200
151
79163
Wang Shuqing
230804194811252026
(Property Insurance) Jiamusi Branch, People's Insurance Company Of China, Jiamusi, Heilongjiang
17200
152
79335
Li Shiying
210103196503134512
Patrol Office, Liaoning Provincial Committee, No.19, Shisanwei Road, Heping District, Shenyang, Liaoning
8800
153
79465
An Zhiwu
630121470615155
1-10, 30 Building, Zone A, Xihang Garden, Baqiao District, Xi'an, Shaanxi
440
154
79598
Zhao Changsheng
230102196107310411
No.1, 3rd Floor, Unit 3, No.60, Jihongjie, Daoli District, Ha'erbin, Heilongjiang
1100
155
79725
Shen Bingjun
320103351218179
4-301, Houjiaqiao, Mochou Road, Baixia District, Nanjing, Jiangsu.
1430
156
79739
Song Jianhua
120103540915262
20-404, Yijiangli, Jingjiang Road, Hebei District, Tianjin
2860
157
80096
Kong Jian
430103630915203
(Retirement Office) Hunan Electric Power Reconnaissance and Survey Design Institute, No.84, Labor Road, Changsha, Hunan
1100
158
80110
Xue Xinguo
410821721118151
Public Health Center, Xunfeng Town, Xiuwu County, Jiaozuo, Henan
1430
159
80190
Gang Fang
610121461122002
Room 302, Unit 2, No.14 Building, Haironghaojia Garden, Fengcheng No.4 Road, Weiyang District, Xi'an,Shaanxi
1100
160
80242
Sang Zhou
110104198301312538
16-4-10, Tianningsidongli, Xuanwu District, Beijing
2200
 
14

 
161
80245
Zhou Jin
310104196911143223
Room 26A, No.20, 99 Lane, South dandong Road, Shanghai
11000
162
80407
Cui Yuzhen
210111550614102
48-3-4-1, Linhuajie, Sujiatun, Shenyang, Liaoning
2860
163
80476
Yang Mingqin
230102196709095229
Check and Measuring Center, Shiyitang Pharmaceutical Factory, Hayao Group, No.18, Dakang Road, Daoli District, Harbin, Heilongjiang
2288
164
80479
Zheng Zhuping
330323601006002
A506 Counter, Huaqiang Electron World, Huaqiang North Road, Futian District, ShenZhen, Guangdong
2860
165
80568
Li Yumeng
110109197204151821
No.302, Unit 3, No.15 Building, Yanchengyuan Village, Yandan Village, Changping District, Beijing
6600
166
80674
Wei Wei
110108197210114027
308-3-302, Huajiadixili,, Chaoyang District, Beijing
2300
167
80748
Jiang Ming
410202580506101
No.2, Unit 1, No.11 Building, Kanglejiayuan, Kaifeng, Henan
660
168
80758
Guo Shaoying
232601541021002
Inspection Section, No.2 People Hospital, Heihe, Heilongjiang
1100
169
80763
Chen Jinzhi
150102580105002
No.43, Siwufu, Fragrant Hill Road, Haidian District, Beijing
660
170
80961
Zhang Liping
120101600319256
11-2-201, Xuehuli, Anshanxidao, Nankai District, Tianjin
4000
171
81135
Jiao Aiyun
370103531123504
No.2-302, No.15 Building, No.130, Yingxiongshan Road, Shizhong District, Jinan, Shandong
3000
172
81151
Ma Tianzuo
310112196212110019
Room 102, No.71, Li'an No.2 Village, Minxing District, Shanghai
4000
173
81182
Wang Qiwei
510214661121081
59-2-3, Qianzi Village, Tianxingqiao, Shapingba District, Chongqing
1430
174
81184
Liang Chang'e
342201521112061
Suzhou Literaure Union, Anhui
2200
175
81187
Zheng Yukang
222303481222065
Room 101, No.25, 345 Lane, Zhuanxiang Road, Minxing District, Shanghai
2200
176
81188
Zhao Sutang
140511600720443
(Jianghuai Factory)No.2755, Fengtaidongjie, Jincheng, Shanxi
1140
177
81192
Zhang Zaifang
110108630723424
No.5081, High-rise, No.20, Fuxing Road, Haidian District, Beijing
2200
178
81371
Liu Binhong
612301196703172622
No.2 Workshop, Tongyong Branch, Hanjiang Tools Ltd., Hanzhong, Shaanxi
1400
179
81372
Li Manjun
420106430307362
No.204, No.3 Building, Binhumingducheng, No.35, Dingziqiao Road, Wuchang District, Wuhan,Hubei
880
180
81589
Liu Jinkun
320402193908070010
No.11, Xiguan Village, Linyuan Community, Hongmeijiedao, Changzhou, Jiangsu
1430
181
81594
Wei Xiuquan
142129511217051
No.6, Gubeixijie, Shuocheng District, Shuozhou, Shanxi
580
182
81919
Yang Jianpei
511002530213151
Railway No.2 Sect, No.564, Huancheng Road, Shizhong District, Neijiang, Sichuan
2860
183
81932
Zhong Bin
110102195610211961
No.505, East No.3 Building, Jimenli, Haidian District, Beijing
2200
184
 
Li Yuan
NANZI NO.06203070
 
1100
185
100006
Sun Xin
340103300323351
Apartment1, No.15 Jianmincang, Zhongshi District, Hefei, Anhui.
4400
186
104458
Sun Rongkai
110102195808271556
6-4-1033, Yulangyuan Village, Xicheng District, Beijing
2000
187
100473
Zhang Dade
350204194610285010
Room303, No.26 Yuhe Li, Siming District, Xiamen, Fujian.
3630
188
100476
Shen Yihong
310225194604051829
No.427 Hangtou, Hangtou East Village, Hangtou Town ô Nanhui District, Shanghai.
4840
189
100612
Lin Xin
110105195601287525
4-1-102, No.120, Xigexinli, Yongwaishazikou, Chongwen District, Beijing
18000
190
100848
Lin Siqing
350204196410034072
Room602, No.534 Shuangpu Road, Huli District, Xiamen, Fujian.
2420
191
101078
Chi Tongsheng
340403570815001
32-404, Yinxing Alley, Meiling Main Road, Baohe District, Hefei, Anhui.
2200
192
101084
Wu Wenjun
31010719791013541X
22-4-204, Nandajie, Puto District, Shanghai.
484
193
101087
Li Fang
110102196007302310
No.409, No.23 Building, Fuxingmenwaidajie, Xicheng District, Beijing
13200
194
101088
Yang Jianping
110103196212020618
23-2-9, Guangqumenwaidajie, Chaoyang District, Beijing
3300
195
101282
Zheng Xiuyu
310106193102242829
Room401,No.996, Nanjing West Road,Shanghai.
2420
196
101372
Wu Yumin
440301510225412
545-98, Yenan middle Road, Shanghai.
2420
197
101461
Lin Jing
21021119660208582X
3-1,No.70 Huashun Street, Shahekou District, Dalian, Liaoning.
4400
198
101462
Wu Chunli
21020319600302526X
6-1-121, Shenhe Road, Xigang District, Dalian, Liaoning.
4400
199
101466
Yu Xiufeng
210211196501211444
1-102 Longquanjinquan District, Ganjingzi District, Dalian, Liaoning.
3300
200
101476
Lu Jie
210202197007213215
4-1, No.187 Taiyuan Street, Shahekou District, Dalian, Liaoning.
220
201
101841
Xu Pinqin
310105510804282
1067-149-602, Zhonjiang Road, Putuo District, Shanghai.
2420
 
15

 
202
101953
Liu Chengru
340104430613301
7-4-302, Feixi Road, West area of Hefei City, Anhui.
2200
203
102222
Li Wei
330702198512250446
Room 13 to 16, Floor 12, Huatian Mansion, Small Stud-farm, North Haidian District, Beijing.
2800
204
102381
Hu Song
21020219530116542X
1-4-1,No.3, Yujia Alley, Zhongshan District, Dalian, Liaoning.
5400
205
102393
Wang Jinshu
110108196807272242
Material College of Beijing University of Technology, No.100, Pingleyuan, Chaoyang District, Beijing
10000
206
102394
Zhang Qianyan
440301641013491
6-1304, Quanhai Garden, Xinzhounan, Futian District, Shenzhen, Guangdong
5720
207
102395
Yu Jun
210211640719359
61-3-502, Lianhua Street, Shahekou District, Dalian, Liaoning.
4400
208
102397
Li Wensheng
110102194006160411
19-2-2-232, Minwangyuan, Dongcheng District, Beijing
2860
209
102402
Cao Jinliang
110104195708160835
Wang Runhua, No.2867 Letter Box, Xisanqi, Haidian District, Beijing
48600
210
102544
Li Xiaoping
110101195311083019
No.1810, Building 15, Anhui East Alley, Chaoyang District, Beijing.
2800
211
102547
Qiu Tianzhu
359002197301022039
No.22, Dongpu Dongxing Road, Hongshan Town, Shishi, Fujian.
4620
212
102548
Huang Lina
35050019590811202X
No.9, Jicheng Alley, Licheng District, Quanzhou, Fujian.
2420
213
102564
Zhai Bin
430103193706052514
16-2-301, Anhe Garden, Tianxiu Garden, Haidian District, Beijing.
2200
214
102565
Li Bin
210203195604145529
1-1-1,No.14, Qingchun Street, Xigang District, Dalian, Liaoning.
4200
215
102570
Liu Huanping
110101195005262510
22-2-201, No.6 Yard, Jili Road, Jiugong Town, Daxing District, Beijing.
2860
216
102571
Li Sicong
110101196011111131
210-11-202, Huajiadi West Lining, Chaoyang District, Beijing.
2860
217
103138
Zhuo Birong
350204194907145027
No.38-501, Huachang Road, Huli District, Xiamen, Fujian
4000
218
103141
Xu Fengjun
370724196901021416
38-804, No.13 Area, Hepingjie, Chaoyang District, Beijing
20000
219
103253
Wang Dawei
210104540703491
Ha Da Ke Zhuan Company, Heping North Street, Heping District, Shenyang.
2600
220
103552
Lin Xuezhen
350582621108054
Room2402, Building 6, Fuxin Garden City, Quanzhou, Fujian.
2420
221
103555
Li Yue
110108196506115411
5-1-24, No.4 Yard, Wanshou Road, Haidian District, Beijing
6000
222
103556
Huang Jian
110105194301242128
No.1209, No.7 Building, No.3 Area, Zhengxinyuan, Dongtieying, Fengtai District, Beijing
2600
223
103557
Liang Yuhong
110101196101122125
110G, No.29, Minwangyuan, Dongcheng District, Beijing
2600
224
103888
Fei Yue
110108197005155719
4-22-4, Yard 10, Chedao Ditch, Haidian District, Beijing.
2200
225
103890
Qin Guiqiu
110101195208282028
No.3080 Jing Xiu Yuan, Yard 58, Langxinzhuang North Road, Chaoyang District, Beijing.Zip code: 100023.
12000
226
103891
Fan Shida
412725196810266558
Room 25to1, Xiushui Garden, Jiucou Road, Jiugong Cunty, Daxing District, Beijing.
4000
227
103895
Zhang Jianming
410105196810132859
11-3-102, East area, Homeland Housing estate, Shangzhuang Cunty, Haidian District, Beijing.
32000
228
103896
Yang Guoying
11010119480325254X
1-1-401,Yard 6, Fengbuqiao Alleyway, Xuanwu District, Beijing.
2600
229
104035
Feng Wei
140411196709224853
19-45-11, Changbeizhangdian Road, Suburban area of Changzhi City, Shanxi.
2800
230
74845
Fu Guanglin
372801197612080038
Hedong Branch, Commercial Bank, Hedong District, Linyi, Shandong
2200
231
74847
Zhang Lifang
320523661026816
701 Room, No.64 Building, Minan Village, Yuecheng Garden, Kunshan, Jiangsu
5720
232
75041
Chen Binjian
350423461101001
No.154, Huancheng Road, Mihouganzhe Town, Fujian
660
233
75042
Shen Qiang
320523510713041
402 Room, No.5 Building, Lili New Village, Kunshan, Jiangsu
2860
234
75044
Wang Youyong
320411197212130032
202 Room, No.16 Building, Zhujiaku, Huanghe River Road, Kunshan , Jiangsu
2860
235
75047
Chen Xiaojie
350111570202055
No.10, Qixia, Hongshan Township, Fuzhou, Fujian
9240
236
75228
Wang Dinghong
321283197802281211
501 Room, No.24, Lihuayuan, Yushan Town, Kunshan, Jiangsu
858
237
75230
Guo Hongxing
412926197412292015
303 Room, No.9 Building, Zizhu Apartment, Kunshan, Jiangsu
600
238
75233
Shen Yikang
420204195101094518
504 Room, No.40, Xiuyi East Village, Yushan Town, Kunshan, Jiangsu
5940
239
75234
Wang Fengyuan
320523490217003
405 Room, No.38, Xiatang, Nanhoujie, Kunshan, Jiangsu
2860
240
75235
Chen Meiqin
330802431021442
Room 305,No.33 Building,Changyuan Village,Quhua Group Ltd, Qu'zhou,Zhejiang
2200
241
75418
Yuan Qilu
320523530616004
405 Room, No.38, Xiatang, Nanhoujie, Kunshan, Jiangsu
2860
242
75422
Zhu Wenke
110107540408122
13-1-110, Yuhaiyuan'erli, No.8 Courtyard, Yuquan Road, Tian Village, Haidian District, Beijing
2200
 
16

 
243
75759
Lu Qixun
510402520518223
172-12-5, Zhongshan No.2 Road, Yuzhong District, Chongqing
2200
244
75762
Liao Wanfu
510213550105123
3-2, No.18, Railway New Village, Jiulongpo District, Chongqing
4290
245
75768
Huang Zegang
510213541024203
No.4-1, Unit 3, No.18, Minzhu No.1 Village, Jiulongpo District, Chongqing
2200
246
75772
Xiang Jixin
420600195202143039
Training Center, Personnel Department, Xiangfan Administration Department, Chefeng Automobile Company, Xiangfan, Hubei
2800
247
75834
Wang Min
510212550803454
No.5-1, Uint 3, No.37, Meijian New Village, Yuzhong District, Chongqing
2200
248
75942
Huang Guangju
620524194210025460
No.153, 2/F, Unit 5, No.1 Building, Mingzhu Garden, Youjiazhuang, Weiyang District, Xi'an, Shaanxi
220
249
76125
Yang Weigang
110108601023495
8-1-901, No.15, Yangfangdian, Haidian District, Beijing
2200
250
76126
Shen Huiling
110102540531152
No.101, Unit 6, No.32 Building, Ganjiakou Village, Haidian District, Beijing
2200
251
76313
Xu Zhiwei
510212511201413
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
7150
252
76478
Li Yong
230603197804083726
Li Ji c/o Li Yong, Longfeng Branch, Bank of Communications, Daqing, Heilongjiang
2640
253
76554
Li Ning
320523195510063810
Chemical Factory (No.21. Chaoyang Branch Road), Kunshan, Jiangsu
6600
254
76555
Zhu Jianfeng
32058319770105105X
203 Room, No.401 Building, Zhuyuan, Louyuan New Village, Kunshan Town, Kunshan, Jiangsu
5720
255
76561
Wang Ruiqing
510602640422665
Safety and Technology and Environmental Protection Department, Orient Electric Machinery Co., Ltd., Deyang, Sichuan
2360
256
76801
Zou Yunjin
42272219460821001X
Power Supply Bureau of Yidu in Hubei, No.43, Luchengbinjiang Ave., Yidu, Hubei
2860
257
76803
Huang Zhongyuan
450104620705157
Mechanical Engineering Institute, Guangxi University, No.100, Daxue Road, Nanning, Guangxi
2200
258
76969
Song Xinjun
410325196802202059
Chengguan Police Station, Song County, Henan
2860
259
76982
Huang Lifang
510202195312091869
No.6-2, No.Fu4, No.10, Yangtse River No.2 Road, Yuzhong District, Chongqing
2860
260
77016
Lin Haixian
330326196810185048
No.231,Shuanglong Road,Lucheng District,Wen'zhou City,Zhejiang
5300
261
77017
Wu Yonghou
330103194301171639
Room 601,Unit 4,No.15-1,Building,Sanbao New Village,Hang'zhou,Zhejiang
11440
262
77022
Xu Aiqing
320311197512153222
702 Room, Unit 4, No.22 Building, Xinjiu Village, Jinling Village, Xiaguan Area, Nanjing, Jiangsu
2200
263
77023
Bao Wenhu
320523510217041
602 Room, No.38, Nanhoujiexiatang, Kunshan, Jiangsu
2860
264
77182
Li Meiyun
110106195803141248
No. 501, Unit 5, No.4 Building, Jinxinyuan, Doudian Town, Fangshan District, Beijing
6600
265
77183
Zhang Yanqiu
210303570317092
No.12, NO.52 Building, West Jiefang Road, Anshan, Liaoning
2200
266
77314
Zhou Gan
430202196612136058
Career Center, Hunan Railway Professional Technology College, Tianxin Ave., Zhuzhou, Hunan
4400
267
77322
Zhang Hongqing
430202530809203
No.103, Tanghua Village, Songshan Road, Tianyuan District, Zhuzhou, Hunan
2860
268
77545
Guan Lei
110108810920142
No.402, No.909 Building, Zhongguancun, Haidian District, Beijing
2200
269
77547
Zhang Yanqing
110110195710261528
No.1203, No.28 Building, Jiandesili, Yanhuaxingcheng, Fangshan District, Beijing
3300
270
77549
Li Guoying
110102194805243328
Room 604, Unit 9, Building#1, Fang Zhi Yuan,East Lane, Xiang Lu Ying, Xuan Wu District, Beijing
4400
271
77551
Liu Xiaoqin
321022197002236320
105 Room, No.3 Building, Wenjingyuan, Garden Road, Yushan Town, Kunshan, Jiangsu
660
272
77767
An Guozhen
11010119520601402X
Room 603, No.13, Liufangbeili, Chaoyang District, Beijing
5720
273
77768
Jiang Dongyan
110105580525182
Room 1901, No.20 Building, Qingyou Park, Beiyuanjiayuan, Chaoyang District, Beijing
22000
274
77895
Yan Xiaohong
222401641208212
Jilin Aolian Law Office, No.316, Juzijie, Yanji, Jilin
2860
275
77899
Jin Bo
620104197508190270
Integrated Management Department, Power Factory, Lanzhou Petrochemical Company, No.10, Yumenjie, Xigu District, Lanzhou, Gansu
2200
276
77901
Yu Jian
510202195512251548
No.6-3, Unit 2, Wu No.3, No.2, Jianxijie, Jiangbei District, Chongqing
2860
277
78185
Gu Lixin
510202196805263811
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
2200
278
78188
Tan Xiaoning
450121640108015
Dashatian Economic Development Zone Management Committee, Nanning, Guangxi
11000
279
78201
Yang Jie
532423631222038
Chengjiang County Government Office, Yunnan
2860
280
78289
Mu Jiayou
532426520505171
6-210, Residence Area, Smelting Metal Factory, Yimen County, Yunnan
660
281
78423
Wang Weili
370627195610060246
National Bureau Taxation, Laiyang, Shandong
8600
282
78425
Wu Rongmei
320981740823196
No.11-111, Yuesheng Garden, Kunshan, Jiangsu
2200
283
78428
Zang Xiuhua
110108195311057325
No.5, No.6 Building, Huanshan Village, Hot Spring Town, Haidian District, Beijing
2200
 
17

 
284
78430
Ding Zhenkun
110104195809260827
12-1-511, Xidajie, Xuanwu Gate, Xuanwu District, Beijing
2200
285
78549
Yang Ao
500107198809222412
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
2860
286
78550
Pan Meiling
360502610108134
Taihe County Personnel Matters and Labor and Social Security Bureau, Jiangxi
2200
287
78551
Fan Hongying
110104590109258
No.1117, Unit 1, 29th Floor, No.20 Building, Chengfu Road, Haidian District, Beijing
4400
288
78554
Li Xingjun
440225196307228411
Section Of Currency and Gold and Silver, Shaoguan Center Branch, China People's Bank, Xindi Mansion, No. 48 Building, Huimin South Road, Shaoguan, Guangdong
2860
289
78557
Xiong Weihuan
230421740310002
503 Room, No.13, Kunshan Garden, Kunshan, Jiangsu
2200
290
78656
Huang Meifang
450122198505286061
Tan Xiaoning, Dashatian Economic Development Zone Management Committee, Nanning, Guangxi
11000
291
78815
Zhao Ping
330102580828182
Room 102,No.18 Building,No.193,Baoshu Road,Xihu District,Hang'zhou Zhejiang
2860
292
78829
Yang Ke
320103450803003
706 Room, No.8, Caijia Garden, Xicitang Lane, Zhongshan East Road, Nanjing, Jiangsu
2860
293
78856
Li Zhijun
120109197004050032
4-3-203, Qianguangli, Dagang Distriict, Tianjin
660
294
78858
Ding Zhenjie
110106196308042466
No.511, No.12 Building, Xidajie, Xuanwu gate, Xuanwu District, Beijing
4400
295
78859
Kong Zonghua
130603580628033
14-1-301, Hebei Agriculture University, Baoding, Hebei
2200
296
78936
Xu Guanxing
522525511105899
29-5-4, No.201, Baiyun Ave., Guiyang, Guizhou
5720
297
78938
Sun Jinzhu
320602351101252
105 Room, No.11 Building, Hongqiao East Village, Nantong, Jiangsu
2860
298
79034
Zhang Qingdong
370502650827161
 
2200
299
79150
Zhao Min
310225195801080041
Room 602, No.32, 41 Lane, Chengnan Road, Huinan Town, Nanhui District, Shanghai
2200
300
79160
Zhao Guihua
110106195106080021
No.1903, No.1 Building, No.38 Courtyard, Wenti Road, Fengtai District, Beijing
7000
301
79164
Wu Weiyan
230604198307134730
A-16H, Xinxinjiayuan Housing estate, Shisha Avenue, Futian District, Shenzhen.
4400
302
79324
Xu Mingliang
321028770225281
No.32, Group 4, Dongming Village, Development Zone, Taizhou, Jiangsu.
3300
303
79326
Wang Xiaoci
420102600714036
No.502, Unit3, B Building, No.1719, Sanjiyangmouyuan, Jiefang Ave., Jiang'an District, Wuhan, Hubei
2200
304
79330
Zhou Qing
330323650725001
Quality and Technical Supervision Le'qing,No.2,People's Road,Lecheng Town,Le'qing,Zhejiang
2800
305
79334
Yao Ming
321020197408040616
203 Room, No.6 Building, Dongchengjiayuan, Hailing Area, Taizhou, Jiangsu
4400
306
79410
Ke Miaozeng
332622600229005
No.7572 Shop, 3rd Floor, C Area, First Period, Futian Market, Yiwu, Zhejiang
6600
307
79420
Shen Zhengying
310227511230002
Room 101, No.28, Rongle No.2 Village, Songjiang District, Shanghai
2860
308
79431
Fan Dechao
42010619771117321X
Room 11-302, Haomeijia Garden, No.8888, Huayuan Road, Kunshan, Jiangsu.
2200
309
79445
Zhu Yanmei
610402490412230
Y07-12B, Yahezhineng Garden, Fengcheng First Road, Xi'an, Shaanxi
440
310
79593
Jiang Chunhui
350105194407230031
Changfujiayuan, No.1, Jin'an Changfu Road, Fuzhou, Fujian
2200
311
79596
Xu Bo
510213790612241
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
2420
312
79599
Cai Enwei
330104640528163
Zhejiang Quanfuda Electric Power Technology Company, (Hongken Farm)Tangxin Road, Xiaoshan District, Hangzhou, Zhejiang
2200
313
79716
Wu Jianguo
430502530521001
 
11000
314
79723
Ma Zhengming
330602630929005
No.356,Goervnment Big Street,Jiaojiang District,Tai'zhou,Zhejiang
2200
315
79730
Ma Xuemei
110224196212230049
No.201, Unit 5, No.15 Building, Guanyinsinanli, Huangcun Town, Daxing District, Beijing
2800
316
79732
Yu Jingfang
522131440107092
Yu Jingxian, Huawei Group School, Xiema Town, Beipei District, Chongqing
37400
317
79737
He Shan
420108781017481
17th Floor, Yinke Mansion, No.38, Haidiandajie, Haidian District, Beijing
2200
318
79858
Dong Shibi
630103431224002
1-7-1, No.1164, Shixiao Road, Jiulongpo District, Chongqing
3146
319
79969
Cao Xiulan
130903510727002
3-2-202, Lodging House of South Plan Bureau, Yingbin Road, Cangzhou, Hebei
2200
320
80072
Zhao Ming
610103441228241
East, 2/F, West Unit, No.10 Building, Teachers Village, Chang'an District, Xi'an, Shaanxi
220
321
80084
Hu Qibin
420700561111033
Bureau of Health of Ezhou Municipality, Hubei
858
322
80087
Yang Yong
420300195309220915
Huan'ao Company, 2nd Floor, Industral Products Wholesale Market, Shiyan, Hubei
8800
323
80089
Song Liying
110106193501212443
No.511, No.12 Building, Xidajie, Xuanwu gate, Xuanwu District, Beijing
2200
324
80104
Yu Yong
513101650127031
No.213, Qiangjiang South Road, Ya'an, Sichuan
2600
 
18

 
325
80181
Yang Xiangmin
210203196312160035
No.3 Checking Bureau, Local Taxation Bureau of Dalian, No.40, Tangshanjie, Xigang District, Dalian, Liaoning
4400
326
80182
Zhang Li
510224540624523
Huang Yu c/o Zhang Li, Power Workshop, Chuanqing Chemical Plant, Luoqi Town, Yubei District, Chongqing
5720
327
80184
Liu Xueping
412721730504004
Shen Yingshi c/o Liu Xueping, Room 1302, No.20 Building, Yuhuixili, Chaoyang District, Beijing
2200
328
80199
Zhou Jinkun
320523630228765
404 Room, No.1, Chafeng New Village, Chafengjie, Zhangpu Town, Kunshan, Jiangsu
440
329
80200
Chen Xianhong
342622196509141315
502 Room, No.3 Building, Wanyuan Apartment, Penglang Town, Kunshan Jiangsu
2200
330
80203
Qi Caimei
110102630712242
China Map Publishing House, No.3, Baizhifangxijie, Xuanwu District, Beijing
2200
331
80239
Zhou Shuying
510212540126672
No.25, Niujiaowen, Jingkou Town, Shapingba District, Chongqing
3520
332
80241
Gu Xinlian
310101194608014068
Room 902, No.4, 128 Lane, Jintai Road, Pudong New District,Shanghai
8800
333
80247
Yuan Fengjuan
130224196604081568
No.1, Dongxinchen Village, Yongding Town, Menlonggou District, Beijing
4400
334
80249
Zheng Fanghui
510202195512113823
No.Fu 8, No.15, Gongnong No.4 Village, Jiulongpo District, Chongqing
2200
335
80250
Yin Tiancai
110101530825501
No.1001, Unit 2, No.111 Building, Xibahedongli, Chaoyang District, Beijing
6600
336
80262
Zhang Shanqin
310104361221322
Room 602, No.25, 33 Lane, Shilong Road, Xuhui District, Shanghai
8800
337
80403
Tang Kenong
510102611218067
Dangerous Chemical Division, Safe Production and Supervision Management Bureau, No.1, East People Road, Chengdu, Sichuan
2200
338
80453
Wang Yan
110103196012311824
Room 506, No.2 Building, No.1 Area, Anhuili, Chaoyang District, Beijing
2200
339
80454
Huang Xianghua
350125196510060311
No.36, Dating Road, Dating Village, Qidu Town, Ningde, Fujian
8800
340
80472
Xiao Wenqi
120104491020473
12-2-102, Qianxiyuan, Xiqingdao, Hongqiao District, Tianjin  
5720
341
80577
Wu Jinglan
110101196209091543
No.63, Dongsisitiao, Dongcheng District, Beijing
3200
342
80580
Li Jin
110101611109452
No.18, Jingmao Lane, Chongwen District, Beijing
4400
343
80585
Liu Weiping
110102196006051142
No.110, No.13 Building, Zhichunli, Shuangyushu, Haidian District, Beijing
2200
344
80640
Wang Shoubi
510212521106412
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
2420
345
80673
Li Juan
430482197801309429
No.8, Unit 2, Room 433, Tube-shaped Apartment, No.1, Nanlish Road, Xicheng District, Beijing
2200
346
80682
Liu Youjian
130603651102099
14-2-503, No.58, Remhuijie, Qiyi West Road, Xinshi District, Baoding, Hebei
2200
347
80755
Liu Yan
42050019730210134X
4-5-112, Huti Street, Yichang, Hubei.
2200
348
80759
Gan Shichang
450205197407210738
Power Branch, Liuhua Group, No.67, Beique Road, Liuzhou, Guangxi
2200
349
80770
Tang Liangbing
510212195011042812
No.8-4, No.Fu1, Model Village, Shapingba District, Chongqing
2288
350
80873
Xu Feihong
310102195911304085
Room 602, No.4, 1000 Lane, Shangnan Road, Pudong New District, Shanghai
3300
351
80874
Zhao Jiang
110110195711160016
No.601, Unit 2, No.46 Building, Binhexili, Huangcun Town, Daxing District, Beijing
2200
352
80880
Xi Zhanying
110102195411182723
No.1508, No.5 Building, Taipingli, Xuanwu District, Beijing
2200
353
80882
Wang Xiurong
230104480519022
No.404, Unit 1, No.8 Building, A No.34, Xicaoshidongjie, Chongwen District, Beijing
2800
354
80883
He Li
110108195710172224
(No.3 Department and No.3 Institute of Spaceflight Ministry) No.1 Branch, No.7203 Letter box, Beijing
14300
355
80957
Zeng Runxing
440224196304270941
House Property Bureau Office, Fankou Mine of Plumbum and Zinc, Shaoguan, Guangdong
2200
356
80967
Li Yuzhu
110107196004240021
5-5-11, Weigongcun Village, Haidian District, Beijing
2200
357
81134
Liu Yan
220421197610082127
46#5-402, Three Area of Tiantongyuan, Changping District, Beijing.
2200
358
81140
Zhou Wenhui
420104720119201
No.2, 2nd Floor, No.2 Building, Lodging House of Yudaimen Autochthonism Company, Qiaokou District, Wuhan, Hubei
858
359
81152
Feng Bin
51253019680213417X
Checking Bureau, Local Taxation Bureau of Changning County, Sichuan
2640
360
81158
Guo Weiwei
131026198202022321
No.1204, No.18 Building, Cuiyi Park, Shijingshan District, Beijing
2200
361
81167
Cheng Li
110106195403054823
No.1206, No.2 Building, No.1, Huhuangyu Road, Fengtai District, Beijing
11440
362
81185
Liu Shutian
133028196301010014
No.6, Unit 3, No.18 Building, No.646 Big Yard, No.3 Letterbox, Tangguantun, Jinghai County, Tianjin
7520
363
81198
He Yiming
610113330501211
221-305, No.10, Zhangba East Road, Dianzicheng, Xi'an, Shaanxi
2200
364
81201
Zhao Guozao
610113320615005
East, 4/F, Unit 4, No.9 Building, South Yard, Xi'an Science and Technology University, Shaanxi
2260
365
81266
Cui Yingxue
132223197301012442
1-7-502, No.1 Courtyard, Dongyingli, Fengtai District, Beijing
2200
 
19

 
366
81267
Zhang Bin
11011119820624821X
Room 604, Unit 38, Yan shan Dongfeng North lining, Fangshan District, Beijing.
2200
367
81274
Zhang Shuhua
110101195707261029
37-2-405, Dewaiyuxili, Xicheng District, Beijing
4200
368
81275
Zhan Jitao
110221196412203417
No.304, No.54 Building, No.95865 Army, Beijing
2200
369
81276
Qin Yue'ai
110102196002151947
11-8-602, Qingheyongtai Park, Haidian District, Beijing
2200
370
81278
Luo Yi
530103197310022919
Electricity Distribution No.3 Section, Electricity Transmission and Distribution Engineering Company, Tanxiao Road, Kunming, Yunnan
2200
371
81283
You Xiaofeng
110104710318170
24-3-501, No.3 Area, Fangzhuangfenxing, Fengtai District, Beijing
4400
372
81376
Zhang Zhengmou
310105193503074022
No.2, Kanghong Park, No.158, Laohuqingping Road, Weijiajiao, Qingpu District, Shanghai
4400
373
81377
Huang Caimin
510102196002103464
(Sichuan Artists Association) No.2, Genshangjie, Dongcheng, Chengdu, Sichuan
2640
374
81378
Ji Yaping
342201580516027
Xiu Liping c/o Ji Yaping, Suzhou Dress Machine Factory, No.52, Daodongdajie, Suzhou, Anhui
2860
375
81379
Ge Jinxia
412929196202061985
No.3, Unit 1, No.6 Building, Longyue Garden, No.49, Zhengtong Road, Second Period, Zhengzhou
4400
376
81464
Zhang Le
110108198312172257
Fu 2-1-501, Mine, Haidian District, Beijing
2200
377
81466
Fu Guiyuan
510102195609095312
14-1-1-2, No.526, Shuhan Road, Jinniu District, Chengdu, Sichuan
24310
378
81488
Zheng Min
42010619751104128X
Room 4, No.18 Building, Baiyunxili, Xicheng District, Beijing
2200
379
81490
Yang Wei
110106198301210913
Statistics Office, Yuquan Road Component Part Factory, Fengtai District, Beijing
2200
380
81578
Chen Huiru
110102194911301122
No.1201, No.11 Building, No.4, Cuiwei Road, Haidian District, Beijing
2200
381
81579
Li Fengyun
110108194606170427
2-3-303, Erlongzha, Haidian District, Beijing
2200
382
81580
Meng Ping
411102550217154
No.90, Zhouzhuang, Longjiang Road,Yuanhui District, Luohe, Henan
3000
383
81592
Lu Rufeng
310108195605201617
Room 302, No.1120, Xietu Road, Xunhui District, Shanghai
8800
384
81609
Dong Guilian
110104195110202092
No.2, Unit 2, No.8 Building, Changchunjiexili, Xuanwu District, Beijing
2200
385
81611
Zhang Dong
110107198311212919
No.103, Unit 2, No.30 Building, Radar Repair Station, Shijingshan District, Beijing
4400
386
81668
Tang Min
511111810701352
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
7150
387
81916
Fei Anwen
432926661109051
No.1 People Hospital, No.98, Jiefang Road, Shuikou Town, Jianghua District, Yongzhou, Hunan
2200
388
81922
Hou Xiujuan
340203197112270241
19-1-502, Yuanding Village, Wuhu, Anhui
2200
389
81923
Jian Yuling
132801195307264021
No.1106, No.11 Building, Zhichundongli, Shuangyushu, Haidian District, Beijing
8800
390
81926
Chen Mingxing
110102196404112334
40-5-1, No.1 Area, Sanlihe, Xicheng District, Beijing
2200
391
81928
Liu Jiangbo
142701650813007
Production and Techonology Section, Yuncheng Power Supply Company, No.19, Hedong Road, Yuncheng, Shanxi
2200
392
81931
Song Lijun
142322198202160525
RC, No.563 Letterbox, Capital International Airport, Chaoyang District, Beijing
2200
393
81934
Zhao Xiufeng
110105195604090023
No.04, No.11 Row, East Courtyard, Tianshuiyuan, Chaoyang District, Beijing
2200
394
81936
Fang Bin
110103196210061272
No.301, Unit 3, No.18 Building, Mid Area, Jinyuchi, Chongzhi District, Beijing
2200
395
81941
Shao Xuemin
110111195501045518
2-1-101, No.1 courtyard, Dongyingli, Fengtai District, Beijing
2200
396
81947
Yang Dong
110102197405212331
No.1204, No.13 Building, Fuxingmenwaidajie, Xicheng District, Beijing
8800
397
81953
Dai Tianzhe
512528551210002
Daitianzhe, No.30, Sitangkou, Changxindian, Fengtai District, Beijing
22000
398
81960
Wang Rong
110108195709025446
24-3-1301, Changwa Village, Haidian District, Beijing
2200
399
81999
Yang Guo'an
342523197908310433
No.280, Pudongdadao, Pudong New District, Shanghai.
2200
400
82119
Wang Yumei
410102581008302
Fu No.11, No.11 Building, Jinjinghuayuan, No.5 Courtyard, Huaihe Road, Zhongyuan District, Zhengzhou
3300
401
82122
Yu Qingyuan
320705195809222036
Xuzhou Zhengda Feedingstuff ltd., Xiadian Road, Economic Development Zone, Xuzhou, Jiangsu
2200
402
82125
Peng Lin
370825195608240414
10-3-501, No.899, Kangfu Road, Zoucheng, Shandong
2200
403
82126
Ji Xiuping
110104195110183020
No.20, Fuxing Road, Haidian District, Beijing (No.24, South No.1 Building, No.3, You'anmenneidajie, Xuanwu District, Beijing
4400
404
82133
Xu Xiaofeng
110107195709040949
9-5-102, Bajiaonanli, Shijingshan District, Beijing
3080
405
82134
He Xuefeng
110107197703243410
No.502, Unit 1, No.1 Building, Hengshikouxili, Shijingshan District, Beijing
3300
406
82179
Li Shaokui
442827621007004
8-841, Qufudayuan, Yunfu, Guangdong
2200
 
20

 
407
82180
Zhang Yao
342423196902105973
21-3-301, Building Materials Chengdongyili, Xisanqi, Haidian District, Beijing
3000
408
82183
Xi Xuejuan
320622711228828
Room 4, No.18 Building, Baiyunxili, Xicheng District, Beijing
8580
409
82187
Li Yaping
110103196004130943
4-4-702, Meiliyuan Village, Haidian District, Beijing
2200
410
82190
Wang Yueming
110103195304100610
20-3-301, Wanquansi Village, Fengtai District, Beijing
3300
411
82202
Chen Yaying
310101195711214046
Room 401, No.32, Weifang No.2 Village, Pudong New District, Shanghai
4400
412
82203
Xing Jianwei
110106195506080012
Zhaoyan, State Grand Theatre Owner Committee, No.4, Stone Tablet Lane, Xicheng District, Beijing
2200
413
82397
Xu Yongfang
350500197605311557
No.21, Meishi Road, Licheng District, Quanzhou ,Fujian
3300
414
82406
Wang Wenlong
350500640910001
Room 301, Qisheng Pavilion, Tumenjie, Licheng District, Quanzhou, Fujian
858
415
82408
Lu Huazhen
110102197303072710
No.8, Unit 21, Beijing Institute of Technology, Haidian District, Beijing
3520
416
82414
Liu Yimin
110102196502102711
South 2-8-7, Bucheng Road, Haidian District, Beijing
6600
417
82415
Guo Jianjun
110106671024001
Room 6-3-11A, No.9 Courtyard, Beijie Road, Haidian District, Beijing
4400
418
82461
Huang Zhangsheng
350125196512120330
People’s Government of Yongtaichengfeng Town, Fuzhou, Fujian
4400
419
82466
Dong Xinyi
320411196209260413
North No.451, No.15 Building, Technology Park, Xinbei District, Changzhou, Jiangsu
858
420
82467
Wang Kun
110108195706066402
No.69-5, North 3rd Ring Mid Road, Haidian District, Beijing
4400
421
82468
Liu Lanying
130604195410061229
No.501, Unit 5, A No.9 Building, Guiyuanbeili, Yizhuang Economic Development Zone, Beijing
2200
422
82469
Ding Ning
11010819840110634X
No.142, West No.5 Building, No.69, North 3rd Ring Mid Road, Haidian District, Beijing
2200
423
82647
Xue Qiwei
310102560927244
 
2200
424
82650
Chen Jinhua
321083781004713
Beijie, Maoshan Town, Xinghua, Jiangsu
3300
425
82651
Wang Weidong
420683700201005
No.8 Courtyard, Weigongcun Road, Haidian District, Beijing
2200
426
82652
Wang Wei
110105510405581
7-2-1, Jing'anli, Chaoyang District, Beijing
2200
427
82657
Xie Wenrong
110222196007222426
No.301, Unit 4, No.54 Building, Residence Area, Beijing Dacron Factory, Shunyi District, Beijing
2200
428
82664
Wang Baozhen
310110194505153248
Room 405, No.58, Kongjiang No.5 village, Yangpu District, Shanghai
4840
429
82670
Zhao Tingjie
210402195401054170
No.2-701, Shiweiyizu, Hedongjie, Shuncheng District, Fushun, Liaoning
3300
430
82722
Zheng Liguo
110229198307022219
No.3, Xishisan Lane, Xiabanquan Village, Zhangshanying Town, Yanqing District, Beijing
2640
431
82855
Li Jiuqun
511126730901096
3-6-1, Dongsheng Village, Dongjie, Danleng County, Sichuan
3000
432
82856
Sun Kehong
31011119490922124X
Room401,No.11 Linjiangsan Village, Baoshan District, Shanghai.
20000
433
82860
Wang Guihe
110106194311240931
No.605, 4th Floor, No.4 Area, A No.15 Courtyard, Wanshou Road, Haidian District, Beijing
2200
434
82861
Lin Lu
22060219720630122X
Baishanshi Branch of Bank of China, No.13, Tongjiang Road, Baishan, Jilin
2200
435
82867
Li Biling
350102570427042
No.301, Seat 5, No.7, Tongpanlu, Drum Tower, Fuzhou, Fujian
4400
436
82868
Zhen Jin
110106196304281515
No.903, No.7 Building, Wangshan Park, Shuguang Garden, Haidian District, Beijing
4400
437
82903
Jing Bolin
110102196211281131
No.18, Shuangyushuxili, Haidian District, Beijing
14300
438
82905
Cao Xinyuan
430602196509203031
No.1604, No.17 Building, Qingyou Park, Beiyuanjiayuan, Chaoyang District, Beijing
2200
439
82906
Chu Chenxu
11010819820209274X
6-8-201, Yongtaiyuan Village, Qinghe Town, Haidian District, Beijing
2200
440
82907
Chu Xuezeng
110108195502132754
6-8-201, Yongtaiyuan Village, Qinghe Town, Haidian District, Beijing
2200
441
82908
Li Jianzhu
372402750104301
Room 3-2301, No.5 Yard, Linfeng Road, Fengtai District, Beijing.
6600
442
82909
Li Yinghong
430122197501174064
No.29, Nanhu Ave., Yueyanglou Area, Yueyang, Hunan
2200
443
82910
Li Ziwei
372428196606105415
No.26, Bijia Village, Deping Town, Linyi County, Shandong
2200
444
82924
Jing Haiyan
110102195405131129
3-1-201, Beixiaojie, Sanyuanli, Chaoyang District, Beijing
14300
445
83139
Liu Jun
132934196909050028
No.202, Unit 1, A No.2 Courtyard, Yuquan Road, Haidian District, Beijing
2200
446
83147
Zhuang Wenxiong
110104194308171215
No.55, Xuanwutaoranting Road, Beijing
4400
447
83158
Qiao Jianmin
110222194711052417
No.808, No.8 Door, No.9, Sanhuqiao South Road, Zizhuyuan, Haidian District, Beijing
2200
 
21

 
448
83163
Chen Youxiang
321021481125713
No.8 Team, Jixi Village, Maoshan Town, Xinghua, Jiangsu
2200
449
83173
Wang Ying
110108193411258926
No.6, 5th Floor, No.2 Building, No.2 Courtyard, Chegongzhuangdajie, Xicheng District, Beijing
2200
450
83185
Jiang Rong
510202197007224521
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
2200
451
83186
Yang Jiqiong
520201431010082
15-7-4, Medical College, Guiyang, Guizhou (30-7-4, Xinggui Road)
2860
452
83190
Liu Xiaojing
21062319790930008X
R2-B-2, South Area of Keji Garden, Nanshan District, Shenzhen.
3300
453
83199
Wang Ruifeng
110105551013212
410-3-12, Jinsong No.4 Area, Chaoyang District, Beijing
2200
454
83201
Li Guangyuan
110101194511253524
No.601, Unit 4, No.12 Building, Waiyin Factory, Zizhuyuan South Road, Haidian District, Beijing
2200
455
83202
Wang Xiaolian
110228198107213225
No.3, No.1 Line, South Lane, Fuxingdongjie, Lizhuang Village, Miyun Town, Miyun District, Beijing
4400
456
83245
Yu Jia
310106460205162
Room 302, No.14, 355 Lane, Dongming Road, Pudong New District, Shanghai
6006
457
84186
Zhang Changzheng
11010819660906491X
No.10, Bungalow No.6 Building, North Honeycomb Road, Haidian District, Beijing
2200
458
84188
Zhang Runwu
612328196101250021
2-2-302, No.2 Couryard, Zhujiafenwuli, Fengtai District, Beijing
2200
459
84191
Li Zhen
110106198002094211
West4-4-501, Stadium Road, Chaoyang District, Beijing
2200
460
84285
Ping Shizhen
110104194708162027
28-1-402, Yangqiaojiaomendongli, Fengtai District, Beijing
2200
461
84286
Liu Jinghui
110104196708142543
No.601, Unit 1, No.3 Building, Liuliqiaobeili, Fengtai District, Beijing
2200
462
84303
Li Heyuan
410105197512170528
No.18, Unit 1, No.2 Building, Chedaogounanli, Haidian District, Beijing
2200
463
84304
Ren Yongjun
342201740920041
No.101, Unit 2, No.14 Building, Baiwangjiayuan, Nongda North Road, Haidian District, Beijing
3200
464
84372
Huang Shidian
350500197012185516
Room 201, No.5 Building, No.1, Donghuaijie, Fengze District, Quanzhou, Fuzhou
2200
465
84373
Zhu Nan
110106198202085432
No.502, Unit 5, No.4 Building, Jinxiyuan Village, Dian Town, Fangshan District, Beijing
2200
466
84375
Zhang Linxiang
110104195510172064
No.1 Building, No.25 Courtyard, Peixinjie, Chongwen District, Beijing
3200
467
84458
Jin Hongmin
110108196110063029
Room 201, No.1 Building, No.6 Courtyard, Linda North Road, Haidian District, Beijing
2200
468
84487
Jiang Chunhong
150304690530202
No.8 Building, Tongdaonanjie, Huimin Area, Hohhot, Inner Mongolia (Xinyuhua Electric Cable Company)
2200
469
84579
Huang Wei
310102194611043659
Room 502, No.25, 140 Lane, Yanzhong Road, Pudong New District, Shanghai
2200
470
84585
Yang Liuda
320421194507107517
801 Room, Third Unit, No.2 Building, Suoluojiayuan, Changzhou, Jiangsu
2200
471
84587
Wang Junhua
110102195606231126
Bungalow No.44, No.61, Xiwaitaipingzhuang, Haidian District, Beijing
4400
472
84632
Tang Liangbin
510212195108026712
No.16, Jingkouhoujie, Shapingba District, Chongqing
2200
473
85357
Gu Jing
110108770924276
No.101, Unit 1, No. 6 Building, Lodging House, North Village, Maofang Residence Area, Xuanwu District, Beijing
2200
474
85362
Dong Zhenlian
132801450331422
3-1-407, Armed Police Bulding, Kangningjie, Langfang, Hebei
2200
475
85365
Wang Cuiying
110104195506151260
No.11, Qianjie, Fuzhouguan, Xuanwu District, Beijing
2200
476
85367
Zhang Pu
142701198206050921
No.3, Tuangui Road, Daxing District, Beijing
2200
477
85373
Geng Hui
110102196906012333
Room 606, Unit 11, 5   th Area of Jinding Street, Shijingshan District, Beijing.
2200
478
85374
Liu Lianchang
110224195607202419
No.5, Xichang'anjie, Xicheng District, Beijing
2200
479
85377
Zhang Jinsheng
110103195503140033
No.551, No.10 Building, Huaxinyuan Village, Ciqudajie, Taihu Town, Tongzhou District, Beijing
2200
480
85378
Xu Wenyou
110106195205170073
4-16-10, No.1 Area, East Niujie Lining, Xuanwu District, Beijing.
4400
481
85379
Xu Jian
110106198406140018
No.101, Houniwa, Fengtai Town, Fengtai District, Beijing
2200
482
85381
Sun Xianzhong
110108197605282738
No.311, A No.16 Building, B Area, Hot Spring Garden, Dongshagezhuang, Changping District, Beijing
2200
483
85382
Li Souying
110102194008200448
51-2-5, No.22, Fuxing Road, Haidian District, Beijing
3300
484
85383
Ma Chunping
110102195709143102
2-3-12, No.28, Xinjiekouwaidajie, Xicheng District, Beijing
2200
485
85385
Ma Nan
110102198101253040
2-3-12, No.28, Xinjiekouwaidajie, Xicheng District, Beijing
2200
486
85388
Wang Xinxin
110105195908161134
Room 102, Unit 2, No.220 Building, Tiantongyuan, Changping District, Beijing
2200
487
85399
Liu Xiaoli
110106198004260922
No.641, Qingdingchang Village, Fengtai District, Beijing
2200
488
85400
Bai Xueduo
610103731020362
No.301, No.21 Building, No.24, Taibai North Road, Beilin District, Xi'an, Shaanxi
2200
 
22

 
489
85401
Liu Shuling
110106195911130925
No.641, Qingdingchang Village, Fengtai District, Beijing
2200
490
85406
Zou Yuguang
110107198310281218
10-2-903, Chongxing Park, Shijingshan District, Beijing
2860
491
85411
Liu Cunyun
110104621101162
No.69, Nanhengdongjie, Xuanwu District, Beijing
2200
492
85414
Li Jiajing
110102198405300424
29-2-1, Huayanli, Chaoyang District, Beijing
2200
493
85423
Song Laixia
110103195710260046
No.16, No.8 Building, Xincun'erli, Fengtai District, Beijing
2200
494
85425
Gu Lei
110108197908262718
1-5-602, No.23 Courtyard, Qingheyongtai North Road, Haidian District, Beijing
2860
495
85426
Zhang Jian
11010619530606005X
15-9-603, Dong'anjietoutiao, Fengtai Town, Fengtai District, Beijing
2200
496
85670
Cao Yuhua
330106194606021817
139-3, Jindi Industrial Zone, Futian District, Shenzhen Guangdong
3300
497
85681
Zhu Bo
342128630505021
37-9, Renmin East Road, Chengguan Town,,Yingshang County, Anhui
2200
498
85683
Tang Huanfang
510215640608044
Physics and Electricity Department, Fuling Normal Institute, Chongqing
2860
499
85728
Li Jing
110224196810300107
No.403, Unit 1, No.5 Building, Raiway Station Beili, Huangcun Town, Daxing District, Beijing
2800
500
85729
Cun Yunhua
342128660615002
Yingshang Town Traffic Burean, Anhui
2200
501
85733
Liu Bin
310113198011302116
Room 1307, No.6, Sitang No.4 Village, Baoshan City ,Shanghai
4400
502
85734
Chen Chengyan
31010219461226084X
Room 2204, No.1 Building, 363 Lane,Zhizao South Road, Huangpu District, Shanghai
2200
503
85745
You Caiyun
522525197310199386
Guizhou Power Transmission and Distribution, No.2, Jiandaojie, Nanming District, Guiyang, Guizhou
8800
504
85746
Zong Huifen
320402194606210027
102 Room, Unit 2, No.5 Building, Jinchenghuayuan, Chengbei Development Zone, Changzhou , Jiangsu
2640
505
85749
Zhao Huiqing
110108195609174946
7-2-702, No.202 Courtyard, Xibahebeili, Chaoyang District, Beijing
2200
506
85770
Xu Weiqing
320705197508051041
101 Room, East Unit, No.10 Building, Youjian Lane, Xinpu Area, Lianyungang, Jiangsu
2860
507
85773
Huang Weimin
350103380821009
No.33, Zhongxuan Road, Taijiang District, Fuzhou, Fujian
2200
508
85927
Lu Shufen
110104195708160827
7D, Seat D, Guangxinjiayuan, No.319, Guang'anmenneidajie, Xuanwu District, Beijing
2200
509
85928
Yu Liping
110102196103290866
11-11-1201, A No.4 Courtyard, Guosibeijie, Majiabu Town, Fengtai District, Beijing
4400
510
85960
Sun Lijun
110106196212060045
Room 302, Unit 1, No.2 Building, A No.6 Building, Guosibeijie, Grass Bridge Town, Fengtai District, Beijing
2200
511
86662
Wang Liping
410303195604230080
No.9141, No.259 Building, Aiminjie, Xicheng District, Beijing
2200
512
86663
Chi Zongxian
110104198409071617
Room 502, Unit 7, Seat B, Fenghuahaojing, No.6, Guang'antingneidajie, Xuanwu District, Beijing
2200
513
86664
Liang Guitong
410703391210051
No.8, Xinhuajie, Xinhua District, Xinxiang, Henan
2860
514
86666
Ma Lin
11010419841023302X
No.1903, No.3 Building, No.2 Area, Niujiexili, Xuanwu District, Beijing
2200
515
86670
Sun Guifeng
110104195608121214
No.16, Nanzhangchui Lane, Xuanwu District, Beijing
2200
516
86672
Song Bo
110105198407281131
18-3-312, Dongdaqiao Road, Chaoyang District, Beijing
2200
517
86674
Ling Yan
230103197103244219
B-3-501, No.21, Zhenxingjie, Nangang District, Harbin, Heilongjiang
2200
518
86679
Shi Enmin
110108194412230049
3-1-15, No.7 Courtyard, Minyuan South Road, Haidian District, Beijing
2200
519
87669
Wang Xu
110101196807211058
12-1-302, Xinzhong West Lining, Dongcheng District, Beijing.
2200
520
87670
Yu Ronghau
34042419630625003X
Xiushui County Forest Public Security Bureau, Jiangxi
2200
521
87671
Liu Zhenhua
140623820709001
Room 1106, No.11, Zhichun East Lining of Shuang Yu Shu, Haidian District, Beijing.
2200
522
87672
Cheng Jing
110101196606194028
10#-3-301, Liufang South Lining, Chaoyang District, Beijing.
2200
523
87675
Li Quanrong
321124196212260517
Room 501, 2nd Floor, Jinlaiyuan Village, Xihongmen Town, Daxing District, Beijing
2200
524
87956
Xu Lin
420203197403152544
No.24-63, Cihu East Road, Shihuiyao District, Huangshi,Hubei
2200
525
87957
Liu Junhong
370103690210454
No.6-305, Jingshi Road, Shizhong District, Jinan, Shandong
5600
526
87962
Duan Yijun
370103511216642
No.5-3-401, Mid Area, No.39, Yuhan Road, Shizhong District, Jinan, Shandong
2800
527
87964
Hu Bo
37283319781219003X
No.1, Shengfuqianjie, Lixia District, Jinan, Shandong
2800
528
87977
Gao Congfeng
372422197209246413
Room 301, Unit 1, No.10 Building, No.19, Yangguang New Road, Huaiyin District, Jinan, Shandong
2800
529
88788
Yang Wenxi
110223195006050011
No.341, No.35 Building, Yuqiaonanli, Tongzhou District, Beijing
2200
 
23

 
530
88790
Chun Mengshu
110102198311210014
No.8, Tianxian Lane, Xicheng District, Beijing
2200
531
89019
Sun Zhen
420923760720001
A-106, Zhenyemeiyuan, Futianmeilin Road,Shenzhen, Guangdong
2200
532
89021
Zhuang Jianfeng
350521711119653
No 502, No13 Building, Quanganghainanjie, Quanzhou, Fujian
2200
533
89170
Chen Laite
110104197905212015
Individual loan centre of Construction branch Bank, Tainan Edifice, No.1 West Damochang Street, Chongwen Distrit, Beijing.
2200
534
89472
Duan Lihong
370102195603081124
No.401, Unit 4, No.6 Building, Qianggenjie, Gong Courtyard, Lixia District, Jinan, Shandong
14000
535
89473
Liao Hong
110101196406040649
13-1-901, No.5 Area, Tiantongyuan, Changping District, Beijing
2200
536
89887
Meng Yun
150202197411172148
No.901, No.10 Building, Yiyuan, Donghuibeili, Chaoyang District, Beijing
4400
537
89889
Lu Feng
11010219780907043X
5-4-3, No.37, Beiyang Lane, Xicheng District, Beijing
4400
538
89894
Yao Xusheng
110104195701152533
No.20, Back Door, No.63, Fengsheng Lane, Xicheng District, Beijing
2200
539
90287
Liu Ligang
130603196809230977
Beijing Technology & Business University, No.11, Fucheng Road, Haidian Road, Beijing
2200
540
91152
Ma Zengmao
15020219481124061X
7-501, Gongyuan Village, Xinxingdajie, Donghe District, Baotou, Inner Mongolia
2200
541
91154
Zeng Fulu
510212197109080314
14-141, No.3 Block, Minzhu Road, Qingshan District, Baotou, Inner Mongolia
2200
542
91533
Wang Yulan
130203400701422
12-41-6-402, Fengrun District, Tangshan, Hebei
2200
543
91538
Zhao Lijuan
110101195907113522
4-302, No.1 Building, A No.6 Courtyard, Beidajie, Dongzhi Gate, Dongcheng District, Beijing
2200
544
91698
Miao Shengyong
110102196809131576
Room 321, No.10 Building, Qingnianhubeili, Dongcheng District, Beijing
2200
545
91699
Feng Yana
110105196205036120
No.362, No.409 Building, Huizhongli, Chaoyang District, Beijing
2200
546
91702
Zhang Qian
130203670629426
7-6-2-101, Fengrun District, Tangshan, Hebei
4400
547
91742
Meng Ruizhen
150202561024272
No.5, No.1 Building Village, No.7 Row, Zhan South Road, Donghe District, Baotou, Inner Mongolia
2200
548
92198
Tian Zhuping
130203500427271
9-4-302, Gaogezhuang Building, Gaogezhuang, Lubei District, Tangshan, Hebei
2200
549
93256
Xu Jianxing
110108194002121413
Biological and Physics Section of the Chinese Academy of Sciences), No.15, Datun Road, Chaoyang District, Beijing
2200
550
93446
Zhi Shengxi
120109198201210511
9-4-103, Kaiyuanli, Yingbinjie, Dagang District, Tianjin
2200
551
93447
Luo Baowen
622322571006001
3-105, Building of Agricultural Bank of China, No.10, Jinchuan District, Jinchang, Gansu
2200
552
94367
Chen Jian
210211680418591
 
2200
553
94581
Sun Shiyun
110101194402084557
Sun Zhanwei c/o Sun Shiyun, Sanitation Service Center, No.2 Community, Babaofeng, Shijingshan District, Beijing
8580
554
94951
Wang Huaijing
410105197210081036
Accounting Department, No.80, Huayuan Road, Zhengzhou, Henan
4400
555
95243
Si Lu
410203197609201522
No.2, No.8 Building, No.14 Courtyard, Weiwu Road, Jinshui District, Zhengzhou,Henan
4400
556
95245
Zhuang Runfang
440301194407217512
2-16A, Anjingge, Anbolijingyuan, No.6012, Shennan Ave., Futian, Shenzhen, Guangdong
572
557
95404
Lin Bajun
350402681220003
No.24, Datong Road, Yong'an, Fujian
2200
558
95551
Zhang Qian
370202810606352
No.701, Press of Xinhua, Second work area of Xinhua News Agency, No.8 Jingyuan Road, Shijingdhan District, Beijing.
5720
559
95553
Wang Qi
110105196812040041
16-14-502, Nanxiaojie, Inside Chaoyang Gate, Chaoyang District, Beijing
2800
560
95583
Liu Xiaoling
440222197407070047
No.8-21, No.2 Area, Hui'anguangli, Asia Sports Meeting Village, Chaoyang District, Beijing
3800
561
96375
Ma Qiaoming
332626700512048
No.2 10doors, No.4 Building, No.8 Canal West Road, Tongzhou District, Beijing.
2860
562
96530
Wang Shaoyang
350583680115375
No.1003 Quan Fu Da, Fine food Street, Quanzhou, Fujian.
4840
563
96929
Wang Naihua
110105193706061822
Room A821-8 Century Edifice, No. 99 Wang Fu Jing main Street, Dongcheng District, Beijing.
3520
564
96931
Xu Yafang
310107195309261643
Room601-602, Three Villages of Wu Ning County, Putuo District, Shanghai.
2420
565
96944
Chen Nan
110108197703306027
21-4-762, Dahuisi, Haidian Road, Beijing
2800
566
96948
Geng Dongjie
110108197209269793
22-3-306, Dongdajie, Xuanwu Gate, Xuanwu District, Beijing
2800
567
96949
Li Wei
110101198607030059
No.503, Unit 3, No.8 Building, Beizhugan Lane, Dongcheng District, Beijing
2800
568
96951
Hao Xinying
110107198211090344
1-2-402, Guchengruyi Village, Shijingshan District, Beijing
2200
569
96953
Wang Guanhua
110105193807140036
7-2-2, Ciyunsi, Chaoyang District, Beijing
5600
570
96954
Dai Liancui
110109195801220363
No.101, Unit 3, No.7 Building, Dayu Treater Dongjie, Mentougou, Beijing
2200
 
24

 
571
96955
Chen Yi
110108194801041129
21-4-762, Dahuisi, Haidian Road, Beijing
2800
572
96956
Li Cui'e
110109197505201829
Room 405, No.10 Building, Chongjuyuan Village, Shijingshan District, Beijing
2800
573
96958
Zhang Chengying
512222197703010065
Steam Machine Workshop, Baihe Power Plant, Kai County, Chongqing
2200
574
97198
Huang Yarong
350321761202771
13 A, South Seat, Jianghuahaoyuan, No.8, Waijiaonanjie, Chaoyang District, Beijing
5720
575
97203
Hou Pusheng
372922741107477
12-2-102, North Area, Longxingyuan, Changping District, Beijing
2200
576
97296
Gu Xiaoyan
612127710504006
No.35 East Ring Road, Chenguan Town, Dali County, Shaanxi.
5620
577
97402
Zhang Aiju
310103193210213225
No.194 Jianguo West Road, Luwan District, Shanghai.
2860
578
97759
Yang Ying
110102601027274
2 14 Building, No.4 Wanshou Road, Beijing.
5500
579
98721
Zhang Yazhen
350204193603240020
Room401, No.228 of South Hubin Road, Siming District, Xiamen, Fujian.
6160
580
98722
Chen En'fei
330105195209030064
5-2-503 of Huazhisi Alley, Hangzhou.
6292
581
98784
Li Changshan
110105195406267553
113-2-601, No.1 Area, Wangjingxiyuan, Chaoyang District, Beijing
2860
582
98789
Yang Shugui
13010219651214154X
No.610, No.6 Building, Huiminyuan, Tonghuijiayuan, Chaoyang District, Beijing
2200
583
98792
Gao Fengyun
110106195207164259
No.308, No.5 Building, No.6 Courtyard, Guangqukou, Chaoyang District, Beijing
2860
584
98794
Li Yi
110102197410222331
5-105, Haidian South Road, Haidian District, Beijing.
3400
585
99746
Lai Baohua
350500197206061028
No.10 Hongyacheng, Licheng District, Quanzhou, Fujian.
3146
586
99747
Tu Zongquan
350425197603241833
No.7 New Jiyang Street, Jiyang Country, Datian Town, Fujian.
3146
587
99753
Chen Pengfei
310107193610222812
Room102,No.46 seven Caoyang Village, Putuo District, Shanghai.
484
588
99815
Liu Dequan
130404194410280311
2-601, No.8 Building, Lodging House of Railway Ministry, Taipingli, Xuanwu District, Beijing
2860
589
99816
Feng Erhan
110103195605110935
No.2, Unit 3, South No.36 Building, Sanlitun, Chaoyang District, Beijing
2860
590
99818
Kou Lingming
110104195110160814
4-1-401, Dongdajie, Outside Xibianmen, Xicheng District, Beijing
2200
591
99820
Tang Huizhi
110101196110121562
1-9-303, No.9 Courtyard, Cuiwei Road, Haidian District, Beijing
2200
592
99821
Yang Wei
110102195707050121
No. 341, North Building, Mashenmiao, Haidian District, Beijing
6600
593
99824
Zhao Rifa
110101195701091575
11-603, No.5 South Songnian Alleyway, Dongcheng District, Beijing.
5720
594
99826
Hao Xiaoguang
370702470920233
No.421, No.1 Building, Qianbanbijie, Xicheng District, Beijing
18000
595
99864
Liu Ruohu
142133197704024017
8-2-303, Wanrunjiayuan, Huilongguan Town, Changping District, Beijing
2860
596
84060
Xue Feng
142701196311201219
Room 3053, No.5, No.2 Area, Fengzhuyuan, Jiaomen No.18, Fengtai District, Beijing
2200
597
84061
Zheng Li
110108197308122738
5-802, Runminliufangju, No.21, Zuojiazhuangnanli, Chaoyang District, Beijing
2200
598
84064
Zhang Haitao
110102195709031936
Zhucheng Advertisement, No.77, North 3rd Ring Mid Road, Haidian District, Beijing
2200
599
84131
Jiang Wenyu
310111470726087
Room 202, No.24, 58 Lane, Baolin Road, Baoshan District, Shanghai
2200
600
84180
Zhao Yingping
620102197206095849
Plane Maintenance Department, Zhongchuan Airport, Lanzhou, Gansu
2200
601
83804
Chen Shilan
342128640106022
No.305, Renmin East Road, Chengguan Town, Yingshang County, Anhui
2200
 
 
 
 
 
2200000
 
25


VOTING TRUST AND ESCROW AGREEMENT
 
THIS VOTING TRUST AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of the 25th day of February, 2008 by and among the board members of China Tianren Organic Food Holding Company Limited. (“China Tianren”), as attorney-in-fact for some shareholders of Entech Environmental Technologies, Inc.(the “Corporation”) set forth on Schedule A attached hereto (each a “Holder” and collectively, the “Holders”), and Lin Bai. (“Voting Trustees”).
 
RECITALS:
 
WHEREAS, each of the Holders shall own the Corporation’s $0.001 par value per share Series A Convertible Preferred Stock (together with the number of shares of Common Stock of the Company, par value $0.001 per share, issuable upon conversion of all or part of the Series A Convertible Preferred Stock described in the foregoing, collectively, the “ Option Shares ”). Such shares were issued by the Corporation in an aggregate number of 100,000 shares, which were determined by the Corporation in the Share Exchange Agreement entered into by Pacific Industry Holding Group Co. Ltd. , (“ Pacific Industry ”) and the Corporation where all the shareholders of Pacific Industry shall sell, assign, transfer, convey and deliver their shares in Pacific Industry to the Corporation in exchange for the issuance to them shares of the Corporation.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and obligations set forth herein, the parties agree as follows:

1.   Voting Trust.

1.1.   Creation of Voting Trust . The Voting Trustees are hereby appointed under the voting trust created by this Agreement. During the term of this Agreement the Voting Trustees shall act as voting trustee in respect of the tendered shares of stock in the Corporation, and any additional voting shares subsequently received by the Voting Trustees as a result of the operation of this Agreement (such tendered shares and subsequent shares to be collectively referred to as the “Shares”), with all the powers, rights and privileges and subject to all the conditions and covenants hereinafter set forth.

1.2.   Issue of Share Certificates To Voting Trustees . After the execution and delivery of this Agreement, when the Corporation issues shares to the Holders, it shall issue the shares in the name of the Voting Trustees one stock certificate representing the aggregate of the shares to Holders. The Voting Trustees are authorized and empowered to cause to be made any further transfers of the Shares which may become necessary through the occurrence of any change of persons holding the office of Voting Trustee.

1.3.   Delivery of Voting Trust Certificates . Upon receipt by the Voting Trustees of the certificate for the Shares, the Voting Trustees shall hold the Shares, in trust, subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to each Holder voting trust certificates (“Voting Trust Certificates” or “Certificates”), in the form provided for in Section 2.1, representing in the aggregate the total number of Shares deposited by each Holder. The fact that such certificates are issued pursuant to this Agreement shall be noted by the Corporation on its stock transfer records.
 
1.4.   Acceptance of Trust . The Voting Trustees accept the trust created hereby in accordance with all of the terms and conditions contained in this Agreement. The Shares shall be held by the Voting Trustees for the purposes of and in accordance with this Agreement, and none of the Shares, or any interest therein, shall be sold or otherwise disposed of, pledged or encumbered by the Voting Trustees, except as provided in this Agreement.
 
 


2.   Voting Trust Certificates.

2.1.   Form. The Voting Trust Certificates to be issued and delivered by the Voting Trustees under this Agreement in respect of the Shares shall be substantially in the following form, with such changes therein consistent with the provisions of this Agreement as the Voting Trustees and the attorney-in-fact for the Holders may from time to time approve:
 
THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY IT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO THE CERTIFICATE AND SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION AND VOTING TRUSTEES RECEIVE AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND VOTING TRUSTEES THAT SUCH REGISTRATION OR OTHER QUALIFICATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR DISPOSITION.
 
No. _________________________
_________________________Shares
 
_______________
 
[Holder’s Name]
 
VOTING TRUST CERTIFICATE FOR SERIES A CONVERTIBLE PREFERRED STOCK OF ENTECH
ENVIRONMENTAL TECHNOLOGIES, INC. (the “Corporation”)
 

THIS IS TO CERTIFY THAT:

1.   This voting trust certificate is issued pursuant to, and the rights of the holder hereof are subject to the terms and conditions of, a Voting Trust and Escrow Agreement (the “Voting Trust Agreement”) dated [DATE] among certain of the shareholders (“Holders”) of Entech Environmental Technologies, Inc. (“Corporation”), and [TRUSTEES] (“Voting Trustees”). Copies of the Voting Trust Agreement are kept on file by the Voting Trustees in their offices at [ADDRESS], have been deposited with the Corporation at its registered office (or with the officer or agent having charge of its stock transfer books), and are open to inspection in accordance with the requirement of law.

2.   By acceptance of this certificate, the Holder thereof, and every transferee, agrees to be bound by the terms of this certificate and of the Voting Trust Agreement.

3.   Upon the termination of the Voting Trust Agreement, the Holder shall be entitled to receive a certificate or certificates for shares upon the release of such shares pursuant to Section 9.2 of the Voting Trust Agreement. Until such receipt or release the Holder shall from time to time be entitled to receive from the Voting Trustees dividends and distributions payable in cash and property other than voting stock of the Corporation, if any, received by or for the account of the Voting Trustees upon such shares. If the Voting Trustees shall receive any additional shares issued by way of dividend upon, or in exchange for the certificates for shares represented by this certificate, or upon the exercise of any right of subscription pursuant to Section 3.2 of the Voting Trust Agreement, the Voting Trustees shall hold such shares in accordance with the terms of the Voting Trust Agreement and shall issue Voting Trust Certificates in respect thereof.
 
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4.   Until the re-transfer to the Holder hereof of certificates for the shares represented by this certificate, the Voting Trustees shall possess and be entitled to exercise all rights and powers to vote the shares as provided in the Voting Trust Agreement, and no Holders of this certificate shall in such capacity have any rights or powers to vote such shares.

5.   This certificate is transferable only on the books of the Voting Trustees to be kept by them, or their agents, upon surrender hereof (duly endorsed in blank or accompanied by a proper instrument or assignment duly executed in blank, together with all requisite transfer tax stamps attached thereto and an amount sufficient to pay all Federal, state and local taxes or other governmental charges, if any, then payable in respect of such transfer) by the registered Holder in person or by such Holder's duly authorized attorney. Until this certificate is so transferred, the Voting Trustees may treat the registered Holder hereof as the absolute owner hereof for all purposes whatsoever. The rights and powers to transfer this certificate are expressly limited by and subject to the transfer restrictions contained in the Voting Trust Agreement.

6.   This certificate is not valid unless signed by the Voting Trustees.

The undersigned Voting Trustees have caused this certificate to be signed this [DATE].
 
________________________________
_________________________, Trustee
________________________________
_________________________, Trustee
2.2.   Restrictions on Certificate Transfers

2.2.1.   Applicability of Restrictions . The restrictions on transfer of Voting Trust Certificates are intended to apply during the term of the voting trust created under in this Agreement.

2.2.2.   Restriction on Lifetime Disposition. No Holder shall dispose of (and the terms “dispose of” and “disposition” as used in this Agreement mean any sale, transfer, assignment, pledge, mortgage, distribution or other form of disposition or conveyance, whether voluntary, involuntary, or by operation of law, or in the case of a non-individual Holder, pursuant to a merger, consolidation, sale of assets or other reorganization, and whether testamentary or inter vivos) all or any part of his interest in a Voting Trust Certificate issued hereunder, except under the conditions set forth in this Agreement. Until the termination of this Agreement, each Voting Trust Certificate shall remain subject to this Agreement even though an offer or offers are made under this Agreement, but not accepted. Each person, personal representative, entity or successor in interest who acquires an interest in a Voting Trust Certificate issued hereunder shall hold it subject to the terms of this Agreement. Every transferee of a Voting Trust Certificate, by the acceptance of such Certificate, shall become a party to this Agreement, and shall assume all rights and obligations which the transferor had under this Agreement.

2.2.3.   Disposition Upon Death . Upon the death of a Holder, the estate of the deceased Holder (or the distributee of the estate) shall be deemed to have succeeded to the decedent's interest in this Agreement, and shall be deemed to have agreed to assume decedent's obligations under this Agreement.

2.3   Transfer; Registered Holder; Transfer Books . The Voting Trustees shall keep available for inspection by Holders at the office of the Voting Trustees set forth in the Voting Trust Certificate (or at such other office of which the holders thereof have been notified in writing) correct and complete books and records of account relating to the voting trust created by this Agreement and a record of all Holders. The Voting Trust Certificates shall be transferable only on the books of the Voting Trustees, upon surrender of such Voting Trust Certificates (duly endorsed in blank or accompanied by a proper instrument of assignment duly executed in blank, together with all requisite transfer tax stamps attached thereto and an amount sufficient to pay all Federal, State and local taxes or other governmental charges, if any, then payable in connection with such transfer) by the registered Holder in person or by such Holder's duly authorized attorney. Upon the surrender of any Voting Trust Certificate for transfer, the Voting Trustees shall cancel such Voting Trust Certificate and issue to the transferee (and to the registered holder of such Voting Trust Certificate, in the case of a partial transfer) a new Voting Trust Certificate or Certificates in the same form and representing in the aggregate the same number of Shares of the Corporation as the Voting Trust Certificates presented for cancellation. Any Voting Trust Certificate or Certificates may be exchanged for another Voting Trust Certificate or other Voting Trust Certificates for a like aggregate amount, but in different denominations.
 
3


2.4.   Record Ownership . The Voting Trustees may treat the registered Holder of each such Voting Trust Certificates as the absolute owner thereof for all purposes whatsoever, and accordingly shall not be required to recognize any legal, equitable or other claim or interest in such Voting Trust Certificate on the part of any other person, whether or not the Voting Trustees shall have express or other notice thereof.

2.5.   Replacement of Mutilated or Lost Certificates. In case any Voting Trust Certificate shall become mutilated or be destroyed, lost or stolen, the registered Holder thereof shall immediately notify the Voting Trustees, who, subject to the following sentence, shall issue and deliver to such Holder a new Voting Trust Certificate of like tenor and denomination in exchange for and upon cancellation of the Voting Trust Certificate so mutilated, or in substitution for the Voting Trust Certificate so destroyed, lost or stolen. The applicant for such substituted Voting Trust Certificate shall furnish proof reasonably satisfactory to the Voting Trustees of such destruction, loss or theft, and, upon request, shall furnish indemnity reasonably satisfactory to the Voting Trustees and shall comply with such other reasonable requirements as the Voting Trustees may prescribe.

3.   Dividends and Distributions; Subscriptions.

3.1.   Dividends or Distributions Payable in Cash or Other Property . The Voting Trustees shall, from time to time, pay or cause to be paid to Holders, their pro rata share of any dividends or distributions payable in cash or property, other than voting stock of the Corporation, collected by the Voting Trustees upon the Shares deposited hereunder. For the purpose of making any such payment, or for any other purpose, the Voting Trustees may, in their discretion, fix such date as they may reasonably determine as a record date for the determination of persons entitled to any payments or other benefits hereunder, or order their transfer books closed for such period or periods of time as they shall deem proper.

3.2.   Share Dividends or Distributions . The Voting Trustees shall receive and hold, subject to the terms of this Agreement, any voting stock of the Corporation issued in respect of the Shares by reason of any recapitalization, share dividend, split, combination or the like and shall issue and deliver Voting Trust Certificates therefor to the Holders in proportion to their respective interests therein as shown on the books of the Voting Trustees.

4.   Matters Relating to Administration of Voting Trust; Voting.

4.1.   Action by Voting Trustees . The number of Voting Trustees shall be two. In all matters except as expressly provided for in this Agreement, the Voting Trustees shall act as a group. The action of a majority of the entire number of Voting Trustees as stated above, expressed from time to time at a meeting, or by a writing without a meeting, shall, except as otherwise herein stated, constitute the action of the Voting Trustees and shall have the same effect as if assented to by all. At any meeting of the Voting Trustees, any Voting Trustee may vote in person or by written proxy given to any other Voting Trustee; and any Voting Trustee may give a power of attorney to any other Voting Trustee to sign for him in case of action of the Voting Trustees taken in writing without a meeting. The Voting Trustees may adopt their own rules of procedure.
 
4


4.2.   Rights and Powers of Voting Trustees. The Voting Trustees shall possess and be entitled, subject to the provisions hereof, in their discretion, to exercise all the rights and powers of absolute owners of all Shares, including, but without limitation, the right to receive dividends on Shares, and the right to vote, consent in writing or otherwise act with respect to any corporate or shareholders' actions. Such corporate or shareholders' actions include, but are not limited to, any increase or reduction in the stated capital of the Corporation, any classification or reclassification of any of the shares as now or hereafter authorized into preferred or common stock or other classes of shares with or without par value, any amendment to the Articles of Incorporation or Bylaws, any merger or consolidation of the Corporation with other corporations, any sale of all or any part of its assets, and the creation of any mortgage or security interest in or lien on any property of the Corporation. It is expressly stipulated that no voting right shall pass to others by or under the Voting Trust Certificates, or by or under this Agreement, or by or under any other express or implied agreement.

4.3.   Reserved.

4.4   Trustee Removal . The Voting Trustees may be individually removed by the affirmative vote of, or by a written instrument or instruments signed by, the Holders of Voting Trust Certificates representing 80% of the Shares in the Voting Trust created hereunder.

4.5.   Resignation. A Voting Trustee may resign at any time by delivering his resignation in writing to the Holders, to take effect sixty days after the date of such delivery, whereupon all powers, rights and obligations of the resigning Voting Trustee under this Agreement shall cease and terminate, except as provided in this Agreement. If a successor Voting Trustee shall not have been appointed within sixty days after the giving of such written resignation, the Voting Trustees may apply to any court of competent jurisdiction to appoint a successor Voting Trustee to act until such time, if any, as a successor shall have been appointed as provided in Section 4.6.

4.6.   Vacancies. If any vacancy shall occur in the position of Voting Trustee by reason of the death, removal, resignation, inability or refusal to act of a Voting Trustee, or otherwise, such vacancy shall be filled by the appointment of a successor by the Attorney-in-fact of the Holders. If there is at any time a vacancy in the office of Voting Trustee, the voting power of the shares of the Corporation evidenced by the Voting Trust Certificates shall continue to be exercised by the remaining Voting Trustees. Any successor Voting Trustee appointed as herein provided shall indicate his acceptance of such appointment by signing counterparts of this Agreement and delivering such counterparts to the Holders, and thereupon such successor shall be vested with all the rights, powers, duties and immunities herein conferred upon the Voting Trustees as if such successor had been originally a party to this Agreement as a Voting Trustee. The term “Voting Trustees” as used in this Agreement shall apply to and mean the original Voting Trustee hereunder and any successor.

4.7.   Expenses, etc. The Holders shall reimburse the Voting Trustees for all reasonable expenses, including counsel fees, incurred by them in connection with the exercise of their powers and the performance of their duties under this Agreement.

The Holders shall reimburse the Voting Trustees for the cost of all transfer tax stamps required and all Federal, State and local taxes payable in connection with the deposit of the Shares in the voting trust pursuant to this Agreement and in connection with the re-transfer by the Voting Trustees of the Shares to the Holders upon the surrender of such certificates.

Any such expenses may be charged to the Holders of Voting Trust Certificates pro rata according to the number of Shares represented by the Certificates, and may be deducted from dividends or other distributions to them, or may be made a charge payable as a condition to the delivery of Shares in exchange for Voting Trust Certificates as provided herein, and the Voting Trustees shall be entitled to a lien therefor upon Shares, funds or other property in their possession.
 
5


4.8.   Indemnification. The Holders shall indemnify and hold the Voting Trustees harmless from and against any and all liabilities, losses, costs, and expenses, including reasonable attorneys' fees, in connection with or arising out of the administration of the voting trust created by this Agreement or the exercise of any powers or the performance of any duties by them as herein provided or contemplated, to the fullest extent permitted under the law.

4.9.   Reliance on Advice of Counsel. The Voting Trustees may consult with counsel concerning any question which may arise with reference to their duties or authority under this Agreement or any of the provisions hereof or any matter relating hereto, and the opinion of such counsel shall be a full and complete authorization and protection in respect of any action taken or omitted by the Voting Trustees here under in good faith and in accordance with such opinion of counsel, and the Voting Trustees shall not be liable for any damages sustained as a result thereof.

4.10.   No Duty to Investigate. The Voting Trustees shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document submitted to the Voting Trustees.

4.11.   Interest of Voting Trustees . The Voting Trustees assume no liability as shareholders, their interest hereunder being that of trustees only. The Voting Trustees will vote the Shares on all matters in accordance with the provisions of this Agreement, but they shall have no implied obligations and they assume no responsibility in respect of any action taken (or not taken) in pursuance of their votes so cast.

4.12.   Compensation of Voting Trustees. No Voting Trustee shall be compensated for his service hereunder.

5.   Holders of Voting Trust Certificates Bound.

All Voting Trust Certificates issued under this Agreement shall be issued, received, and held subject to all of the terms of this Agreement. Every registered Holder of a Voting Trust Certificate, and every bearer of a Voting Trust Certificate properly endorsed in blank or properly assigned, by the acceptance or holding thereof shall be deemed conclusively for all purposes to have assented to this Agreement and to all of its terms, conditions and provisions and shall be bound by this Agreement with the same force and effect as if such Holder or bearer had been originally a party to this Agreement.

6.   Dissolution of Corporation.

In the event of the dissolution or total or partial liquidation of the Corporation, whether voluntary or involuntary, the Voting Trustees shall receive the moneys, securities, rights or property to which the Holders of Shares are entitled, and shall distribute the same among the Holders in proportion to their interests. Alternatively, the Voting Trustees may in their discretion deposit such moneys, securities, rights or property with any bank or trust company doing business in [LOCATION], with authority and instructions to distribute the same as above provided, and upon such deposit all further obligations or liabilities of the Voting Trustees in respect of such moneys, securities, rights or property so deposited shall cease.

7.   Reorganization of Corporation.

In case the Corporation is merged into or consolidated with another corporation, or all or substantially all of the assets of the Corporation are transferred to another corporation, then in connection with such transfers the term “Corporation” for all purposes of this Agreement shall be taken to include such successor corporation, and the Voting Trustees shall receive and hold under this Agreement any voting stock of such successor corporation received on account of the ownership, as Voting Trustees hereunder, of Shares held hereunder prior to such merger, consolidation or transfer. Voting Trust Certificates issued and outstanding under this Agreement at the time of such merger, consolidation or transfer may remain outstanding, or the Voting Trustees may, in their discretion, substitute for such Voting Trust Certificates new voting trust certificates in appropriate form, and the term “Shares” as used herein shall be taken to include any shares which may be received by the Voting Trustees in lieu of all or any part of the shares of the Corporation.
 
6


8.   Escrow Provisions.

8.1.   Appointment of Voting Trustees as Escrow Agent. The Corporation and each Holder hereby appoint the Voting Trustees as escrow and selling agent in accordance with the terms and conditions set forth herein, and the Voting Trustees hereby accept such appointment. (The Voting Trustees, in their capacity as escrow and selling agent hereunder, are referred to herein as the “Agent.”)

8.2   Covenants of Holders Regarding Sale of Shares . Each Holder agrees (a) not to sell, transfer or convey any of the Shares or any interests therein for at least two years after the issuance to such Holder of a Voting Trust Certificate or Voting Trust Certificates for such Shares and (b) if, after the expiration of the two years period set forth in clause (a) of this Section 8.2, such Holder desires to sell all or a portion of such Shares, the Holder shall give the Voting Trustee a written authorization to sell all of a specific number of Shares owned by the Holder (the “Sale Notice”).

8.3   Sale of Shares by Agent. Upon receipt of a Sale Notice, the Agent shall use commercially reasonable efforts to sell the Shares authorized in the Sale Notice to be sold. The Agent shall be deemed to have acted in a commercially reasonable manner if (a) within 30 days after its receipt of the Sale Notice, it directs a licensed broker-dealer (“Broker”) to sell in one or more transactions at the prevailing market price at the time of sale the Shares authorized by the Holder to be sold, (b) directs the Broker to remit all of the net proceeds of such sale to the Agent, (c) delivers or causes to be delivered to the appropriate person on a timely basis for settlement of the sale, any certificate for the Shares which are sold and (d) within 30 days after receipt of the net proceeds of the sale of the Shares remits to the Holders such net proceeds. Notwithstanding the foregoing, the Agent may take such actions as it deems reasonable and appropriate to limit the sale of Shares or disregard the Sales Notice during any period where such sales may have a significant detrimental effect of the market price of the Shares or where such sales would violate applicable securities laws.

8.4   Exculpation and Indemnification of Agent.  

(a) The Agent shall have no duties or responsibilities other than those expressly set forth herein. The Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. The Agent shall be under no liability to the other parties hereto to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person’s obligations under any such document. Except for amendments to this Agreement, the Agent shall not be obligated to recognize any agreement between any and all of the persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof.

(b) The Agent shall not be liable to any party hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Agent) statement, instrument, report, or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained), which is believed by the Agent to be genuine and to be signed or presented by the proper person or persons. The Agent shall not be bound by any of the terms thereof, unless evidenced by a writing delivered to the Agent signed by the proper party or parties and, if the duties or rights of the Agent are affected, unless it shall give its prior written consent thereto.
 
7


(c) The Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement. The Agent shall have no responsibility with respect to the use or application of any funds or shares or other property paid or delivered by the Agent pursuant to the provisions hereof.

(d) The Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

(e) To the extent that the Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of funds or securities held hereunder or any payment made hereunder, the Agent may pay such taxes. The Agent may withhold from any payment of monies held by it hereunder such amount as the Agent estimates to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Agent shall be indemnified and held harmless against any liability for taxes and for any penalties in respect of taxes, on such investment income or payments in the manner provided herein.

(f) The Agent will be indemnified and held harmless by the Corporation and each Holder from and against all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Agent in connection with any action, suit or proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Agent hereunder, except for claims relating to gross negligence by Agent or breach of this Agreement by the Agent, or the monies or other property held by it hereunder. Promptly after the receipt by the Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Agent shall, if a claim in respect thereof is to be made against the Corporation or a Holder, notify each of them thereof in writing, but the failure by the Agent to give such notice shall not relieve from any liability which the Corporation or the Holder may have to the Agent hereunder. Notwithstanding any obligation to make payments and deliveries hereunder, the Agent may retain and hold for such time as it deems necessary such amount of monies or property as it shall, from time to time, in its sole discretion, deem sufficient to indemnify itself for any such loss or expense and for any amounts due it hereunder.   For the purpose hereof, the term “expense or loss” shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the Agent, the Corporation and the Holder, and all costs and expenses, including, but not limited to, reasonable counsel fees and disbursements, paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding.
 
8.5 Resignation of Agent. The Agent may resign at any time and be discharged from its duties as Agent hereunder by giving the Corporation and the Holders at least 60 days’ written notice thereof. As soon as practicable after its resignation, the Agent shall turn over to a successor escrow agent appointed by the parties hereto all monies and properties held hereunder (less such amount as the Agent entitled to retain pursuant to this Agreement) upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new agent is so appointed within the 60-day period following such notice of resignation, the Agent may deposit the aforesaid monies and property with any court it deems appropriate.
 
8

 
9.   Term; Release of Shares.

9.1.   Term. Each of the Holders may terminate this Agreement and the voting trust created hereby as to himself after the expiration of the two years period set forth in clause (a) of Section 8.2 of the Agreement by prior written request; the rest of the Holders may leave their shares in the voting trust and this Agreement is effective until they choose to take the shares out of the voting trust by a prior written request.

9.2.   Exchange of Shares and Voting Trust Certificates. Upon the termination of this Agreement as to the Shares of Holder(s), the Voting Trustees, in exchange for and upon surrender of any Voting Trust Certificate then outstanding with respect to such Shares, shall, in accordance with the terms thereof and out of the Shares received and held by them hereunder, cause the Corporation to deliver to the Holder(s), certificates for Shares represented by such Voting Trust Certificate at the expense of such Holder(s). If the Holder(s) refuse to pay the expense so incurred, the Voting Trustees may sell certain amount of Shares for such expense. The voting trust created by this Agreement is effective until the Holder(s) receive the certificates for Shares represented by the Voting Trust Certificate. Furthermore, if any such delivery shall take place (i) after the record date for establishing holders of Shares entitled to vote at a meeting of stockholders but (ii) prior to the date of such meeting of stockholders, the Voting Trustees shall deliver with the certificates for Shares an irrevocable proxy authorizing the person in whose name the certificates for Shares are registered to vote such Shares at such meeting.

10.   New Subscribers.

Any holder of shares of the Corporation may at any time become a subscriber hereto with respect to any such shares by subscribing to this Agreement and depositing the certificate representing his shares, accompanied by duly executed instruments of transfer. Such subscribers shall then become Holders as if they were original parties to this Agreement.

11.   Miscellaneous.

11.1.   Benefits of this Agreement; Survival. The terms of this Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the Holders, the Voting Trustees, and their respective successors and assigns. The rights of the Voting Trustee under Sections 4.7 and 4.8 and of the Holders of Voting Trustee Certificates under Section 9.2 shall survive any termination of this Agreement or any resignation or removal of any Voting Trustee pursuant to the terms of this Agreement.

11.2.   Notice. Any notice, request, offer, acceptance or other communication permitted or required to be given hereunder to the Voting Trustees shall be sent by certified mail or by courier service, return receipt requested, or hand-delivered to such person at the address set forth below:
 
Holders: to the Escrow Agent or if the Escrow Agent gives written notice to the Voting Trustees that the Escrow Agreement has been terminated, then by an announcement on our website .
 
Voting Trustees: Lin Bai
 
or at such other addresses as may be established by notice hereunder. Any notice so given shall be deemed effective at the time of delivery indicated on the duly completed postal service or courier receipt or when hand-delivered.
 
9


11.3.   Severability. In case any provision of this Agreement shall be held to be invalid or unenforceable in whole or in part, neither the validity nor the enforceability of the remainder of this Agreement shall be in any way affected.

11.4.   Descriptive Headings; Gender. The headings in this Agreement are for the convenience of reference only and shall not limit or otherwise affect the provisions hereof. The use of the masculine gender shall be deemed to include the feminine and neuter gender.

11.5.   Counterparts of this Agreement . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

11.6.   Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of New York.




The respective parties have caused this Agreement to be executed as of the date first above written.
 
 
Voting Trustees:
 
 
 
/s/ Lin Bai              
 
Lin Bai
 
 
 
 
   
 
Attorney-in-Fact for Holders:
 
 
 
/s/ Lin Bai               
 
Lin Bai
 
 
 
10

 
 
 
 
 
Schedule A
 
 
 
 
 
 
 
SERIAL NUMBER
TRUSTEESHIP CARD NUMBER
NAME
ID CARD NUMBER
ADDRESS
GENERAL SHARE NUMBER
1
77780
Li Lianfen
420112580428152
60-2-6-12, Donghu Road, Wuchang District, Wuhan, Hubei
572
2
78051
Zhang Xian
510215197111290416
No.2, West 4th Ring North Road, Haidian District, Beijing
11000
3
78412
Xin Suyun
610104401128266
No.1, No.25 Building, North-East Area, Longshou Village, Xi'an, Shaanxi
660
4
78419
Song Yanping
610103580629282
Room 205, Daban Building, University of Architecture & Technology, No.13, Middle Part, Yanta Road, Beilin District, Xi'an, Shaanxi
2200
5
78851
Huang Yan
510402691014184
Taiyangfeng Travel Service, Jinjiang Town, Panzhihua, Sichuan.
2200
6
78933
Fu Aihua
610113471212832
No.401, Unit 1, No.32 Building, No.49, Dianzi No.2 Road, Yanta District, Xi'an, Shaanxi
660
7
79021
Deng Mingshan
440222720910121
Government Of Chengnan Town, Shixing County, Shaoguan, Guangdong
1320
8
79037
Jiang Shunxing
11010819371114471X
1-2-1201, Dinghuidongli, Haidian District, Beijing
2880
9
79155
Meng Xianxiang
320323196302185235
Jiawangqingshanquan Supply and Marketing Cooperation, Xuzhou, Jiangsu
1400
10
79333
Zhang Wanxiang
370919196302223534
Laiwugangcheng Branch of China Construction Bank, No.36, Youyidajie, Gangcheng District, Laiwu, Shandong
2200
11
79414
Wu Lei
120107481122241
7-3-103, A No.10 Courtyard, Youneixijie, Xuanwu District, Beijing
2200
12
79427
Su Weiqiang
320583780120005
408 Room, No.16 Building, Zhonghuayuan North Village, Kunshan, Jiangsu
2200
13
79433
Tian Hongping
612301197803104322
206 Room, No.56, Louyi Village, Kunshan, Jiangsu
1540
14
79437
Guan Yalan
110104194910200023
No.8, Unit 1, North No.5 Building, Yong'an Road, Xuanwu District, Beijing
2200
15
79449
Liu Zhihai
220603791216161
No.3 Commune, Yulin Village, Sanchazi Town, Jiangyuan County, Jilin
1540
16
79461
Zhang Wencai
510103194106121613
3-2-2-3-5, Nanyi Road, Puyuan, Jinniu District, Chengdu, Sichuan
2860
17
79731
Huang Chaoquan
370305641022127
Power Management Center, Qilu Petroleum & Chemical Corporation, Gongshan Road, Linzi District, Zibo, Shandong
1430
18
79971
Yu Yang
230605197908031421
Otorhinolaryngology Section, People Hospital, Daqing, Heilongjiang
1100
19
80198
Zhao Tangli
320830711011121
No.61 Ziteng Garden, Shihoujie, Kunshan, Jiangsu
17200
20
80679
Kou Weihong
130402610502154
Magazine, News Center, China Three Gorges Head Office, No.80, Dongshan Ave., Yichang, Hubei
6000
21
80760
Lin Po
350502821019001
Room 402, Puxi China Travel Agency's Lodging House, Quanzhou, Fujian
1100
22
80875
Li Kai
413025197209296913
 
1100
23
81147
Xu Yutang
411002510929053
148 Law Service No.1 Office, Weidou District Judiciary Bureau, No.22, Renmin Road, Xuchang, Henan
858
24
81155
Huang Cailing
511124195702250021
151-2-4, Lirenjie, Shizhong District, Leshan, Sichuan
1144
25
81178
Zheng Minda
610113193801202150
5D, Unit 1, No.5 Building, No.1 Area, Century Chengyuandayuan, Haidian District, Beijing
2860
26
81190
Yang Jianchun
350427790205401
No.37, Fudong Road, Shaxian Telecommunication Ltd., Sanming, Fujian.
2860
27
81471
Li Fengqun
440301490529362
14-701, Huaqiang Residence Area, Fuhong Road, Futian District, Shenzhen, Guangdong
3718
28
81473
Zhang Chunhua
320502560508252
No.19 Building, Shengfengyuan, No.173, Dongwunanlu, Wuzhong District, Suzhou, Jiangsu
8600
29
81481
Wang Zhongju
370602641208214
No.21-7, Xinqing Lane, Zhifuxinshi South Road, Yantai, Shandong
660
30
81584
Chen Yarong
610113600614262
No.4, No.102 Row, Nanyaotou East Area, Tuanjie South Road, Yanta District, Xi'an, Shaanxi
2200
 
11

 
31
81921
Wang Huaping
411023730827416
Shen Yingshi c/o Wang Huaping, Room 1302, No.20 Building, Yuhuixili, Chaoyang District, Beijing
2200
32
81927
Yang Yueguo
330107720813111
No.104,Kangqiao Road,Hang'zhou,Zhejiang(Kangqiao Electical Station)
1100
33
82107
Gao Dan
511131198109252015
Cheng Wenbin, No.95329 Army, Xishui County, Hubei
1100
34
82387
Sun Yulan
652327195503190021
No.4-19, Retirement Center No.1 Station, Huaidong Petroleum Base, Fukang, Xinjiang
1100
35
82392
Wu Xirong
330124501023003
Room 403,Uint2,No.6 Building,Jinnan New Village,Jincheng Street, Lin'an Town,Zhejiang
1430
36
82470
Qi Keyu
110108250825542
5-7-402, No.7 Courtyard, Changwajie, Haidian District, Beijing
2200
37
82654
Xie Wen
110222195806052422
No.302, No.18 Building, Anhuali, Chaoyang District, Beijing
2200
38
82718
Yang Hongmei
51252719711203002X
A16-341, B Area, Wenquan Garden, Beiqijia Town, Changping District, Beijing
880
39
82720
Zeng BaoSan
450204620709031
10th Floor, Gongjiao Building, No.140, Sanzhong Road, Liuzhou, Guangxi
2200
40
82858
Yang Yueguo
330107197208131113
Credit Headquarter, No.192, Shenban Road, Hangzhou.
1320
41
82862
Xiao Li
510212197102062148
187-9-2, Qiaomenshan, Shapingba District, Chongqing
1430
42
82869
Tian Yuan
610303571006001
(Xiamen Branch of Railway No.1 Intitute)Hongye Mansion, No. 201, Hongbing North Road, Xiamen, Fujian
3000
43
82914
Ye Weijie
510203720829082
Investment Security Department, Lifan Group, No.60, Zhangjiawan, Shangqiao, Shapingba District, Chongqing
1430
44
83291
Yang Yaqing
130702810420032
No.83#, 2nd Floor of Underground,Doushiqing Garden, Western Street of Baizhi Lane,Xuanwu District, Beijing
2200
45
83292
Zhang Ming'an
110102195809062011
Materials Department, City Construction No.9 Company, No.81 Courtyard, Fuxing Road, Haidian District, Beijing
4400
46
83623
Wang Jiwei
110106197309224813
No.1204, No.6 Building, Pu'andongli, Fengtai District, Beijing
2200
47
84063
Guo Jinsheng
110105194907100415
5-2-6, Dongdaqiao Road, Chaoyang District, Beijing
2200
48
84178
Jiang Yuanmu
510215550212003
Beipei Hospital of Traditional Chinese Medicine, Beipei District, Chongqing
1430
49
84488
Cao Xiaoying
220303196901213024
No.2 Team, Liberation Committee, Jiefangjie, Tiedong District, Siping, Jilin
1716
50
85958
Xie Shuman
133025195605016622
Shanzhou Branch, Bank Of China, Shenzhou, Hebei
858
51
86669
Zhu Guanhau
110101194111281593
13-5-301, Nanhuxili, Chaoyang District, Beijing
2200
52
87673
Chen Songzhan
441425197004061737
Jingguangwei, Xizhuang Village, Luogang Town, Xingning, Guangdong
5600
53
87777
Zhang Tao
37040219730212101X
No.11, Qianling Lane, Limin Road, Shizhong District, Zaozhuang, Shandong
1430
54
87966
Fang Si
330625651202624
2nd Floor, No.356, Middle People Road, Jiyangjiedao, Zhuji, Zhejiang
2800
55
91530
Chen Ying
512301198110020266
Post Code:518001, 19a1 Jiafeng Company, Cooperation and Finance Building, No.3038, Tannan East Road, Luohu District, Shenzhen, Guangdong
2860
56
91539
Zhu Xinping
132430600330062
Zhou Xiaoguang c/o Zhu Xinping, A No.5, Shenggu North Road, Chaoyang District, Beijing
8600
57
95405
Wang Zisen
510821194201140012
Deputy Engineer Office, Chengchao Company, Wenjiang District, Chengdu, Sichuan
1430
58
96529
Hong Qigan
350121196205164055
No.39 Bai Shi Yang, Guanzhong Village, Jingxi Town, Minhou County, Fujian.
6292
59
97359
Xu Changtong
310103192908313215
No.194 Jianguo West Road, Luwan District, Shanghai.
2860
60
99861
Song Dehuang
450305197708080047
14th Floor, Seat A, Chuangxin Mansion, Tsinghua Science Park, Haidian District, Beijing
1100
 
 
12

 
61
101080
Sun Shibiao
310105195603270070
398-10-401, Longwu Road, Xuhui District, Shanghai.
2420
62
101471
Wang Xiangting
210204500810140
115-1-1-1, Malan North Street, Shahekou District, Dalian, Liaoning.
1430
63
101665
Wang Lei
110102196310082744
50-812, Dormitory of Youyi Guesthouse, Haidian District, Beijing.
4620
64
102389
Li Fasheng
210211641214195
No.57, Tianjing Street, Zhongshan District, Dalian, Liaoning.
2200
65
103905
Liu Huayu
210211197309200010
4-2, Ganxin Street, Ganjingzi District, Dalian, Liaoning.
2600
66
104030
Zhang Yunqing
210221194105290586
1-2-1,No.67, Raoshan Road, Xigang District, Dalian, Liaoning.
2000
67
107779
Huang Dandan
452226198402279224
No. 2 Middle School, Xingbin District, Laibin, Guangxi
5720
68
73889
Li Rong
340803390424232
7-2-403, Nan Village, Fangzhi South Road, Anqing, Anhui
1100
69
75231
Yan Jiankang
320523450615047
303 Room, West No.8 Building, Ku New Village, Yushan Town, Kunshan, Jiangsu
2860
70
75846
Feng Xuli
510215195611091641
Mail Address: No.252 Dian Ce Cun, Jiangbei, Chongqing, China ID Card Address: No.9-29-8-2 Beixia West Road, Beibei, Chongqing, China
5720
71
76315
Jia Xizhi
610102451130352
8-1-3, No.1, Xingfu Middle Road, Xincheng District, Xi’an.
2860
72
76469
Zhang Chunhua
610113194703142128
No.10, Zhangbadonglu, Yanta District, Xi'an Shaanxi(No.203 Office of Weapons Department)
1430
73
76624
Qian Guohua
340104580516251
(407-3-301, Yangtse River West Road) Hefel Milk Company, Anhui
7440
74
77185
Chen Yichun
350126193906060337
(Room 104, Seat No.10, Sanfeng Park)No.6, Xiyuan Garden, Wuhang Town, Changle, Fujian
2420
75
78210
Duan Cunxiang
610104400324835
B53-2-2-3, Xihang Garden, Baqiao District, Xi'an, Shaanxi
880
76
78420
Wu Lingyu
432901440309201
No.7010, Residence Area, Yongzhou People's Government, Hunan
2200
77
78670
Luo Hongbin
210423195612270019
Sun Li c/o Luo Hongbin, 6th Floor, Construction Mansion, No.39, Changlingjie, Architectural Design Office, Qingyuan Manzu Autonomous Region, Liaoning
1100
78
78834
Pang Bo
110102197908311526
No.79, Dashisijie, Xicheng District, Beijing
1100
79
78854
Wang Jian
130105197208101838
3-3-901, No.249, Taihuajie, Shijiazhuang, Hebei
1100
80
78931
Liu Minling
610104194911242127
West, 3/F, Unit 3, No. 6 Building, Residence Area, Tuberculosis Hospital, Xi'an, Shaanxi
660
81
79152
Chen Xiaohua
510221550818115
Xinxingnan KTV, 5th Floor, Dutai Building, No.39 Yubei Road, Shapingba District, Chongqing
26400
82
79162
Kuang Xianli
110108196710131515
Lanzhou City in Gansu Province,Power Supply Company,Yineng Design
1430
83
79323
Liu Xiangde
622322195511172010
Loading and Unloading Team, Railway Station, Jiayuguan, Gansu
4400
84
79409
Yang Jialing
120101430707352
NO.26, Baoxiangli, Guiyang Road, Heping District, Tianjin
1430
85
79428
Hao Yong
320828197901260210
202 Room, No.27 Building, Bailubeilu, Village, No.356, Bailu North Road, Kunshan, Jiangsu
1100
86
79458
Yu Kejun
622821420214041
9-1-101, West Area, Weiyanghu Garden, Changqing, Weiyang District, Xi'an, Shaanxi
2000
87
79589
Liu Yong
132801550521381
A4-1-201, Qianfeng Village, Changpu Road, Langfang, Hebei
2200
88
79848
Fu Wuping
310104197011015618
Room 601, No.151, 458 Lane, Nanqichang Road, Xincheng District, Songjiang District, Shanghai
2200
89
79965
Liang Zhikun
510212195605101314
No.75, Fenghuang Village, Labor Road, Shapingba District, Chongqing
1716
90
79967
Zeng Jing
420601721213701
 
1100
 
 
13

 
91
80194
Pan Weiliang
310104660202443
304 Room, No.6 Building, Hongfen No.2 Village, Kunshan, Jiangsu
660
92
80196
Zhang Jun
510121751204003
Yiteng Plane FPTU VQA, The Third Ave., Export Processing Area, Kunshan, Jiangsu
660
93
80404
Wang Zhichao
610113193003190423
Medicine Inspection Institute, Xi'an, Shaanxi
880
94
80570
Chen Qinglin
352627550115001
Xiahua Illumination, No.55, Beida East Road, Liancheng County, Fujian
2860
95
80572
Liang Haiming
130105196512291838
Hebei Branch, PICC Holding Co., No.606, Yuhua West Road, Shijiazhuang, Hebei
2860
96
80583
Yang Lihua
110104197511162051
13-2-102, Guangyili, Xuanwu District, Beijing
2200
97
80637
Zhou Kejuan
612526671226760
West 3/F, No.42 Building, A Area, Xihang Garden, Xinzhu Town, Baqiao District, Xi'an, Shaanxi
440
98
80680
Wu Chunmei
440902470224082
121-1-802, Guanghua North Road, Maoming, Guangdong
1100
99
80681
Liu Haiying
450204196304241442
Labour Union of Shiyiye, No.28, Hexi Road, Liuzhou, Guangxi
2088
100
80684
Zhang Jin
362201580110081
Post Area Center of Post Office, Yichun, Jiangxi
2288
101
80771
Wu Guojin
350500451120001
Room A-402, Fengze Commerce Building, Huxin Road, Fengze District, Quanzhou, Fujian
1400
102
80960
Lin Xuemei
352229196705010026
Telecommunications Bureau, Shouning County, Fujian
4400
103
81273
Li Kan
370602197208110411
Room 3604, Seat B, Phenix City, A No.5, Shuguangxili, Chaoyang District, Beijing
2200
104
81286
Wang Chuanjin
110102620506272
9-1-304, Exhibition Hall Road, Xicheng District, Beijing
1100
105
81288
Zhang Yuhui
522421196501091225
1-3-16, No.118, Huangjin Road, Yunyan District, Guiyang, Guizhou
4000
106
81455
Yang Cuiping
310109195801076020
Room 301, No.2, 1177 Lane, Changzhong Road, Zhabei District, Shanghai
1430
107
81457
Li Yi
210319621110001
Teachers Training School, Haicheng, Liaoning
1400
108
81463
Li Zhihong
11010319641114092X
No.301, Unit 4, No.18 Building, Mid Area, Jinyuchi, Chongzhi District, Beijing
1430
109
81483
Ge Hui
110108198005256813
No.1106, No.11 Building, Zhichundongli, Shuangyushu, Haidian District, Beijing
2200
110
81915
Ma Yuanqing
370103340701452
Room 1705, Seat A, Huitong Mansion, No.516, Jingqi Road, Jinan, Shandong
1400
111
81940
Zhuang Ying
43072219800708102X
Room 1201, Elevator A, A Building, Lijinghuayuan, North Road, Huancunfuyuan, Tianhe District, Guangzhou, Guangdong
4400
112
81944
Jiang Hongjuan
370631570202104
6-101, Government Family Members Building, Laidshan District, Yantai, Shandong.
6600
113
81954
Yue Demei
342201195304050462
No.298, Bianhe Mid Road, Suzhou, Anhui
2200
114
81957
Qiu Zuqin
321020440501091
503 Room, No.22 Building, Lianhua No.1 Area, Taizhou, Jiangsu
1430
115
82102
Dai Hua
340222196506050043
Kanghui Aloe Monopoly Shop, East Ring Road, Shouchun Town, Shou County, Liu'an, Anhui
3300
116
82124
Hao Peizhi
130604540115121
3-4-102, No.54, Zhangjiachang, Nanshi District, Baoding, Hebei
1100
117
82394
Wang Ping
110103196210211824
Room 506, No.2 Building, No.1 Area, Anhuili, Chaoyang District, Beijing
2200
118
82399
Shao Zhendong
110102196506060010
No.502, Unit 6, No.10 Building, Dinghexili, Huangcun Town, Daxing District, Beijing
2200
119
82717
Zong Zhenyun
310101196202125218
Room 104, No.10, 250 Lane, Qianxi Road, Baoshan District, Shanghai
3300
120
83601
Wang Zhongyi
11010719580102065X
5-405, 5   th Area of Jinding Street, Shijingshan District, Beijing.
2200
 
 
14

 
121
83786
Luo Minfeng
352102600605322
Freigh room,Chengdong Railway Station, Quanzhou, Fujian
1120
122
83798
Zhang Xuezeng
37011119511116101X
Room 102, Unit 1, No.16 Building, East Area, Nanquanfu Village Area, Licheng District, Jinan, Shandong
1760
123
84126
Li Enchun
362125196212080019
No.123, Zhongshan Road, Dongshan Town, Shangyou County, Jiangxi
6600
124
85358
Da Yanping
130626800608654
1st Floor, No.6 Building, Guoying Park, Nanxiaojie, Outside Xizhi Gate, Xicheng District, Beijing
1100
125
85418
Li Yanqi
110104197706163521
6-1-301, No.2 Yard, A Yuquan Road, Haidian, Beijing.
2860
126
85417
Yuan Jianjun
110107196410072115
No.1809, No.43 Building, Haita Garden, Shijingshan District, Beijing
2860
127
85736
Li Guanqing
44030119601016137X
1002-16-504, Huangbei Road, Luohu District, Shenzhen, Guangdong
5720
128
85743
Gu Qing
310230197401253724
Room 2, No.46, Baoxing Road, Bao Village, Chongming District, Shanghai
4400
129
85772
Jiao Yahong
440301196807214926
6-a-1304, Quanhai Garden, Futian District, ShenZhen, Guangdong
14300
130
86675
Xu Nianxing
320421511224041
Antisepsis Heat Preservation Factory, Guixi, Jiangxi
2200
131
87968
Li Zhiming
330323197112228333
No.12, Ganlin Road, Lecheng Town, Leqing, Zhejiang
2200
132
88791
Zhang Tielin
110105601015151
No.1101, No.6 Building, Guandongdian, Chaoyang District, Beijing
2200
133
91701
Liu Zhi
130203196707134253
12-41-6-402, Fengrun District, Tangshan, Hebei
8800
134
95241
Hu Jie
130705197811101245
Room 402, Unit 3, No.6 Building, No.208, LuShan Road, Huangdao District, Qingdao,Shandong
2200
135
95554
Wang Yu
110105197201240022
3-3-12, Ciyunsi, Chaoyang District, Beijing
5600
136
97295
Xu Wenhua
340102196501283533
No.20-406 Dongyuan new Village, Changjiang East Road, Dongshi District, Hefei, Anhui. No.20-406 Dongyuan new Village, Changjiang East Road, Yaohai District, Hefei, Anhui.
1100
137
99036
Huang Xiuying
310101194601184021
Room501, No.6 of Lane300, Hongshan Road, Pudong New Developed Area, shanghai.
2574
138
83751
Wang Xiangli
140102571111209
No.46, West Bingzhou Street, Taiyuan, Shanxi
6000
139
80769
Wu Wei
110102196610212758
5-1-501, A No.21, Baiwanzhuangdajie, Xicheng District, Beijing
3300
140
79591
Yang Guo'an
430403661025203
Hangyang Hualing Steel Tube Ltd., No.10, Dasu New Village, Chengnan District, Hangyang, Hunan
2860
141
77179
Hui Qiang
220381196107178013
Room 502, Unit 3, No.7 Building, Gaohong Village, No.30, Changqing No.1 Road, Weiyang District, Xi'an, Shaanxi
1100
142
81660
Zou Jicheng
320504441124301
105 Room, West Unit, No.63 Building, Yinqiao New Village, Suzhou, Jiangsu
5600
143
81585
Yu Xinliang
110101194111290035
6-1-502, Beilu Park, Xicheng District, Beijing
1320
144
93260
Wang Jing
11010319550914190X
No.205, No.21 Building, Nanli, Yongwaili Village, Chongwen District, Beijing
2860
145
85359
Guo Xu
110103198509030939
25-4-102, Wanquansinanli, Fengtai District, Beijing
2200
146
79721
Li Lin
420121197712130047
Motor Vehicle Checking and Measuring Center, Traffic Unit, Public Security Bureau, Caidian District, Wuhan, Hubei
7700
147
80235
Zhang Jianchen
110109198108101212
No.202, Unit 1, No.3 Building, China Rose Park Village, Mentougou District, Beijing
3300
148
104033
Li Lijie
230202600304002
No.1 Branch, Junbo Guest-house, Basement, No.20 Building, No.6 Area, Hepingli, Hepinglidongjie, Dongcheng District, Beijing
2600
149
87674
Jiang Hui
360124197808184819
Room 30, Underground First Floor, No.15 Building, No.A-2 Yard, Shaoyaoju, Chaoyang District, Beijing
2860
150
81998
He Guopeng
142602197405081516
Sheng'an No.2 Department, No.9 Road, Shanxi Aluminium Factory, Hejin, Shanxi
1100
 
 
15

 
151
81284
Shen Zhihua
110102590923279
9-1, Baiwanzhuangsi Area, Xicheng District, Beijing
4400
152
81374
Sun Jinglin
412932690716031
No.106, No.7 Building, Qingta Village, Fengtai District, Beijing
4400
153
81268
Yu Quansheng
210203560902551
3-7-2, No.243, Jiefang Road, Zhongshan District, Dalian, Liaoning
3000
154
89018
Lin Zhijun
350521197212227655
No.401, No.4 Building, Quangang No.1 Residence Area, Quanzhou, Fujian
2200
155
91531
Zhu Yujuan
330323641227522
No.10a204 Counter, Futianhuaqiang Electron World, Shenzhen, Duangdong
2860
156
89171
Chen Yongmei
342101196308060229
Reconnaissance Institute of Fuyang Water Conservancyy Bureau, Anhui
4000
157
79729
Hao Shuying
110106195210161227
9-1-2103, No.1, Beilijia, Liuliqiao, Fengtai District, Beijing
2200
158
85947
Wang Lijun
210302501218212
(No.2042 Letterbox) No.88-1, Shenying Road, Hi-tech Development Zone, Anshan, Liaoning
11440
159
80968
Liu Changlin
420500441224111
No.4-5-112, Hudijie, Yichang, Hubei
2200
160
82204
Wang Xiuzhen
150304420823302
2-2, No.6, Fenghua Building, Dwelling House Building of Wuda Mineral Bureau, Wuhai, Neimenggu.
6600
161
79726
Chen Jianping
320421196306120714
No.127, Ejing Gulf, Zheng Village, Yaoguan Town, Wujin, Jiangsu
4400
162
79448
Yang Xiulan
512301480216026
No.1-2, Uint 1, No.2 Building, No.178 Western People Road, Fuling District, Chongqing
1430
163
102392
Jiao Shuhong
440301197409094927
3-13a, Tianwei Garden, Futian District, Shenzhen, Guangdong
6600
164
85771
Zhou Ping
320705750905052
401 Room, No.3 Unit, No.238-4 Building, Longhe North Road, Xinpu Area, Lianyungang, Jiangsu
3960
165
84132
Wang Yonggang
321020197410180634
103 Room, No.23 Building, Teacher Third Village, Hailing District, Taizhou, Jiangsu
1100
166
85679
Ma Aixia
650103460524002
Big Yard, No.34, Transit Highway, Shayibake, Urumqi, Xinjiang
2200
167
81664
Xu Jianping
310112197507080026
Room 304, No.33, 158 Lane, Humin Road, Minxing District, Shanghai
6000
168
75764
Sun Tao
320622196304264578
Education Bureau, Rugao, Jiangsu
1740
169
94577
Chen Hao
110104198306032076
No.101, Unit 3, No.7 Building, Hirst Theater, Mentougou District, Beijing
2200
170
81154
Yi Huaxiong
433002540501001
Qiu Zhijin c/o Yi Huaxiong, Experiment Center, Civil Administration College, Changsha
5720
171
80478
Bai Jun
510221691117571
61-6-2, Jianbei No.1 Village, Jiangbei District, Chongqing
2800
172
77776
Li Minrong
610103470305362
102 Room, Unit 2, 34 Building, Shijiaxingcheng, Zhangba East Road, Yanta Road, Xi'an, Shaanxi
2200
173
99812
Huang Hua
350204197506174031
Room201,No.95 Hubinsanli, Siming District, Xiamen, Fujian.
4840
174
82412
Li Chunyou
110224197304021417
No.48, Jingji Road, Nangong Village, Yinghai Town, Daxing District, Beijing
2200
175
78940
Wang Liping
650203581028072
Liu Xinsheng c/o Liu Yuan, Intermediate Court, Karamay, XinJiang
1100
176
76037
Zhao Yitao
610103270825361
3/F, Unit 1, No.12 Yard, Zhuquedajie, Xi'an, Shaanxi
660
177
79727
Cheng Min
32010619581120122X
Room 6021, No.12, No.54 Lane, Siweitou, Shanxi Road, Nanjing, Jiangsu
2860
178
91153
Meng Lingwei
150202480404183
6-c2, Baiheyuan, Century Garden, Xihua Village, Shaoxian Road, Kun District, Baotou, Inner Mongolia
2200
179
84420
Che Sheng
420325197907130094
No.289, Xiaoxiguan, Chengguan Town ,hubei
4400
180
81925
Li Dongfang
320323196112197016
Teachers' Training Shool, Tongshan, Jiangsu
840
 
 
16

 
181
81197
Zhang Renlin
330203571010001
Room 728,No.7 Building,No.91,North Jiefang Road,Ning'bo zhejiang
4200
182
84133
Li Yan
320402620511142
Traditional Chinese Medical Hospital South Part, No.114, Qingliang Road, Changzhou, Jiangsu
2860
183
81920
Duan Tianfu
340826198107295219
No.148 Letterbox, Grade 05 Graduate Student, Institute of Mechanical and Electrical Engineering of Overseas Chinese University, Quanzhou, Fujian
1320
184
104454
An Weizheng
372401197905260030
Room 1206, Haiyou Building, No.6, Dongzhimenwaixiaojie, Dongcheng District, Beijing
2600
185
83768
Li Baozhu
110108197201221445
No.110, Zhaozhuizi Lane, Xuanwu District, Beijing
1540
186
79851
Zhou Jingxue
110107196506150317
No.602, Unit 4, No.25 Building, Hengshikouxili, Shijingshan District, Beijing
1430
187
100964
Hu Jianqun
310230195510221466
175-41-401, Hongsong Road, Minhang District, Shanghai.
3160
188
82721
Zheng Jun
110106197805271811
J3-1101, No.2 Courtyard, Tianhuabeijie, Beijing Economic Development Zone, Daxing District, Beijing
2200
189
100615
Cui Juntian
130228490702005
Wang Chaoyi ô No.227, Office, Institute of Continuing Education of University of Political Science and Law, No 25, Xitucheng Road, Haidian District, Beijing
2860
190
89020
Qian Weiguo
110104195907270412
14-4-502, No.6 Area, Longxing Park, Longguan Town, Changping District, Beijing
2860
191
81497
Yang Hongyou
110110196603110016
23-7-401, Jiandesili, Yanhuaxingcheng, Fangshan District, Beijing
3300
192
91534
Pan Cuirong
452727691213014
National Tax Bureau of Nandan County, Guanxi Zhuangzu Autonomous Region
6000
193
82655
Xie Wenling
110222196302150322
No.302, No.18 Building, No.1 Area, Anhuali, Chaoyang District, Beijing
4400
194
80244
Wu Chengxiao
511127620127121
Sixth team, Wu Village, General Township, Hongya County, Sichuan
2200
195
82653
Li Zhiqiang
110101197611274019
13-4-2, Shilibudongli, Chaoyang District, Beijing
715
196
87770
Zhou Jilin
350102530306036
(Lodging House of Provincial Science Information Institute)No.36, Bingxi Qixia Road, Drum Tower, Fuzhou, Fujian
1430
197
84038
Liang Haiquan
510921550929001
Pengxi Middle School, No.2, Xijie, Chicheng Town, Pengxi County, Sichuan
9720
198
75946
Wei Fengduo
412824821006222
506 Room, Unit 3, No.17 Building, Shengrong Garden, Zizhu Road, Kunshan, Jiangsu
1100
199
80204
Chen Yonggui
110108680403313
No.20, Nanxinzhuang Village, Sijiqing, Haidian District, Beijing
2200
200
80253
Xia Xiaoling
110108195608115725
No.8, Unit 21, No.5 Courtyard, Nandajie, Zhongguancun, Haidian District, Beijing
2200
201
81148
Luo Xinhua
310110560817088
Room 2, No.357, Yulin Road, Yangpu District, Shanghai
3300
202
80469
Lu Rufeng
310108560520161
Room 302, No.1120, Xietu Road, Xunhui District, Shanghai
2200
203
78855
Zheng Wei
452526700302003
No.61, No.2 Area, Chengxi No.2 Road, Beiliu, Guangxi
2200
204
75765
Wang Jinwen
510103195710285125
Devolopment Department, Sichuan Constuction Machine Group, Waibeidongzikou, Chengdu, Sichuan
1430
205
107802
Tang Yuehan
320402198110044326
Room 303, No.10 Building, Libaodihuayuan, Tianning District, Changzhou, Jiangsu
2200
206
96952
Guo Baojun
342125771010151
Mengcheng Civil Administration Bureau, Haozhou, Anhui
440
207
83150
Yu Xuanming
362228196712031314
Room 601, No.131, 451 Lane, Yangxin Road, Baoshan District, Shanghai
10600
208
81262
Yang Shengning
510111196401294698
Ma Min c/o Yang Shengning, A-3, No.81, Longjingnanjie, Wainancuqiao, Chengdu, Sichuan
2200
209
79719
Wang Youlin
320105440809141
18-1-303, Wuyi Road, Gulou Area, Nanjing, Jiangsu
2860
210
79463
Hu Jianping
362222621222001
Grain and Oil Wholesale Market, Gao'an County, Jiangxi (Mid Section, Gao'an Ave., Gao'an)
2800
 
 
17

 
211
85368
Ding Dagang
110101197906283510
No.65, Sanyanjing Lane, Dongcheng District, Beijing
1100
212
77554
Pang Zongming
452528197304274870
404 Room, No.2 Building, Yangguangkuncheng, Zizhu Road, Kunshan, Jiangsu
1100
213
101954
Tang Cuihong
340102197009024040
3-202, No.6 Shuguang Road, Baohe District, Hefei, Anhui.
1100
214
83703
He Jinming
610102420827233
West, 6/F, Unit 3, No.2 Building, No.129, South Part, Yanta Road, Xi'an, Shaanxi
2574
215
103252
Xu Jianli
352800520309002
Mr chenguoqing c/o Ms Xujianli, branch No.50 of mailbox21, Wulumuqi, Xinjiang.
4000
216
83600
Wei Wei
110106198301150914
No.0714, No.2 Building, No.6 Courtyard, Qingtaxili, Fengtai District, Beijing
1100
217
78857
Zhang Jinying
140202530813404
6-4-103, Yushuguanxili, Xicheng District, Beijing
2200
218
102545
Zhao Mingzhu
340702551227002
Bank of China , No.313, Changjiang Mid-Road, Luyang District, Hefei, Anhui.
8000
219
80406
Gou Weiping
610112195710144525
No.3, Third floor, No.29 Building, Residence Area, Railway Bureau, Beilin District, Xi'an, Shaanxi
2640
220
82200
Guo Weiping
610112195710144525
No.3, Third floor, No.29 Building, Residence Area, Railway Bureau, Beilin District, Xi'an, Shaanxi
1460
221
83704
He Hong
610113197707230030
West, 6/F, Unit 3, No.2 Building, No.129, South Part, Yanta Road, Yanta District, Xi'an, Shaanxi
3146
222
75766
Li Fangfang
610113195702252629
No.4, Row 68, Nanyaotou, South Section, Tuanjienanlu, Yanta District, Xi'an, Shaanxi
880
223
76800
Niu Yumei
610121380208418
Retirement Office, No. 203 Institute, No.10, Zhangba East Road, Xi'an, Shaanxi
1680
224
76963
Wang Guizhi
610104370817732
No.27, No.252 Building, Fenghuixifang, Lianhu District, Xi'an, Shaanxi
1120
225
76964
Li Meiying
610104351008732
No.8, No.253 Building, Fenghuixifang, Lianhu District, Xi'an, Shaanxi
220
226
76965
Jing Chunhua
610104380814062
Residence Area, Beer Factory, No.28, No.3 Builidng, No.50, Tangfangjie, Lianhu District, Xi'an, Shaanxi
220
227
76618
Ma Yulan
610121420529418
221-105, No.10, Zhangba East Road, Dianzicheng, Xi'an, Shaanxi
1320
228
76619
Li Xizhu
610103440712322
No.3, Unit 2, No.5 Building, No.12, Zhuyou Road, Xi'an, Shaanxi
1100
229
76621
Zhang Jiangshui
610103321010121
East family, 3rd floor, Mid Unit, No.6 Building, Family Members Yard of Haihong Axis Pump Factory, Chang'an District, Xi'an.
1540
230
76622
Miu Yali
610103421201244
No.65, Huangpuzhuang Village, Beilin District, Xi'an, Shaanxi
440
231
76792
Shi Yaqin
610121420124418
No.206, No.206 Building, No.203 Institute, No.10, Zhangba East Road, Xi'an, Shaanxi
2200
232
76795
Li Huiqing
610103450623242
No.137, Huangpuzhuang Village, Beilin District, Xi'an, Shaanxi
440
233
76796
Yang Haixian
610103591019242
No.146, Huangpuzhuang Village, Beilin District, Xi'an, Shaanxi
220
234
76799
Gao Wuhan
610103350515167
East, 1/F, Unit 2, No.19, Development Zone, Qinnianqingjie, Chang'an District, Xi'an, Shaanxi
880
235
79466
He Xiuling
610113370228004
Room 501, Unit 1, No.8 Building, No.109, Cuihua Road, Yanta District, Xi'an, Shaanxi
572
236
76216
Chen Zhihe
610113290417001
No.1, Unit 1, No.1 Building, Dongyuan, North Area, Residence Area, Xi'an Finance and Economics College, No.64, Xiaozhai East Road, Yanta District, Xi'an, Shaanxi
2200
237
76218
Qian Xuefang
610103361201368
31-1-4-8, No.8 Yard, Andongjie, Heping Gate, Xi'an, Shaanxi
1100
238
76461
Zhu Hongjun
610121670126800
West, West Building, 8#2, Haihong Residence Area, Qinnianjie, Chang'an District, Xi'an, Shaanxi
2200
239
76465
Dang Zhengxuan
610121410202001
Room 301, Unit 2, No.5 Building, Xi'an Institute of Geology and Exploration, No.56, Dulinxilu, Chang'an District, Xi'an, Shaanxi
1600
240
76471
Li Yi
610121400329121
West, Unit 3, No.7, Haihong Village, Qinnianjie, Chang'an District, Xian City, Shaanxi
1320
 
 
18

 
241
76962
Zeng Xiaojing
610104391114732
No.11, No.253 Building, Fenghuixifang, Lianhu District, Xi'an, Shaanxi
280
242
77019
Wang Guangming
430219731228591
506 Room, No.6, Qingchengzhilian, Kunshan, Jiangsu
4120
243
77180
Mi Zhenrong
610103320826161
East 3-3-2, Nongji Building, NO.2, Yucai Road, Xi'an, Shaanxi
1320
244
77320
Mu Jinhua
610121410224418
No.702, No.212 Building, 203 Institute, No.10, Zhangba East Road, Yanta District, Xi'an, Shaanxi
440
245
77769
He Jianxin
610113360601211
Retirement Office, No.10, Zhangba East Road, Yanta District, Xi'an, Shaanxi
1760
246
77774
Jin Wanying
610113193508250022
No.60, Leyou Road, South Section, Yanta Road, Xi'an, Shaanxi
2640
247
77775
Cui Huifang
610103660427264
Box 86-6, Xi'an, Shaanxi
1100
248
77777
Li Qinglin
610113193903232115
No.203 Institute, No.10, Zhangba East Road, Yanta District, Xi'an, Shaanxi
220
249
77897
Wang Zhihai
610104193510176136
No.11, No.320 Building, Laodongyifang, Lianhu District, Xi'an, Shaanxi
660
250
78198
Jia Jiyong
370404730104001
Office of Municipal Administration Landscape Garden Administration Bureau, 8th Floor, Shijianweidalou, No.1719, Guangming Ave., Zaozhuang, Shandong
1100
251
78203
Fan Shiyu
622101370424071
No.10, 5/F, Unit 1, No.11 Building, Yuqinyuan Village, Chang'an District, Xi'an, Shaanxi
1320
252
78204
Dai Jinshan
622101350119071
No.3, 2/F, Unit 1, No.5 Building, Yuqinyuan Village, Chang'an District, Xi'an, Shaanxi
440
253
78205
Xin Xiangli
610103481206324
Post to: No.301, No.4 Building, Jingke Garden, Chang'an District, Shaanxi Address: No.37, Xiajiazhuang, Beilin District, Xi'an, Shaanxi
1720
254
78206
Tian Hanxiang
610103192904262810
Dadi Team, No.4, Cehui Road, Beilin District, Xi'an, Shaanxi
220
255
78209
Zhang Yuxiao
622101391115072
No.6, 3/F, Unit 1, No.7 Building, Yuqinyuan Village, Chang'an District, Xi'an, Shaanxi
1540
256
78409
Gao Lin
61011319810319044X
No.2-3102, No.18, Chang'an Mid Road, Yanta District, Xi'an, Shaanxi
2200
257
78410
Ma Mingxia
610102471112152
No.46, 5/F, Unit 2, No.24 Building, North-East Area, Longshou Village, Lianhu District, Xi'an, Shaanxi
1100
258
78414
Guan Xiuying
610104340514614
No.4102, No.314 Building, Laodongyifang, Lianhu District, Xi'an, Shaanxi
220
259
78415
Zhao Baosheng
610104370705611
No.409, 335 Building, Xi'an Electtical Matericals Factory, Shaanxi
1200
260
78417
Huang Xiurong
610104361031732
No.55, No.252 Building, Fenghuixifang, Lianhu District, Xi'an, Shaanxi
280
261
78421
Du Jian
610402631202123
Physical Educational Department, Shaanxi Science and Technology University, No.49, Renmin West Road, Xianyang, Shaanxi
1400
262
78820
Yu Dongmei
610113481210212
No.12, Dianzi No.2 Road, Yanta District, Xi'an, Shaanxi
660
263
78828
Song Jinjian
610113380829003
Room 301, Unit 1, No.16 Building, No.119(Finance College District, Xi'an Jiaotong University), Cuihua Road, Yanta District, Xi'an, Shaanxi
1400
264
78839
Wang Guilan
610104351123612
No.25, No.320 Building, Laodong'erfang, Lianhu District, Xi'an, Shaanxi
660
265
78840
Yuan Shuqin
610104193609246149
No.39, No.320 Building, Laodongyifang, Lianhu District, Xi'an, Shaanxi
220
266
78841
Fu Haizhi
610104330413611
No.25, No.320 Building, Laodong'erfang, Lianhu District, Xi'an, Shaanxi
220
267
78847
Guo Yingwei
610113400912833
No.5 Building, Residence Area No.1, No.618 Institute, Dianzi No.1 Road, Dianzicheng, Yanta District, Xi'an, Shananxi
1320
268
78932
Song Guangqin
610104630713111
5-2-28, North-East area, Longshou Village, Lianhu District, Xi'an, Shaanxi
220
269
78934
Zhao Ximei
610113460929832
No.402, Unit 2, NO.32 Building, No.49, Dianzi No.2 Road, Yanta District, Xi'an, Shaanxi
660
270
78935
Shi Yongliu
610113350914831
32-2-202, No.49, Dianzi No.2 Road, Xi'an, Shaanxi
1100
 
 
19

 
271
79022
Guo Bingxia
612125450705054
Y11-11B, Yahezhineng Garden, Fengcheng No.1 Road, Weiyang District, Xi'an, Shaanxi
440
272
79023
Liu Qinhuan
610121451013047
(Xiangxiang Gift Store ) Chang'an No.2 Middle School, Xi'an, Shaanxi
440
273
79161
Sang Guotian
210203540405503
13-3-2-2, Yangchun Lane, Zhirenjie, Zhongshan District, Dalian, Liaoning
4400
274
79585
Pu Binxiong
610113541026831
No.601, Unit 1, No.9 Building, Residence Area, No.618 Institute, Dianzi No.1 Road, Yanta District, Xi'an, Shaanxi
1320
275
79592
Zhang Keyu
610103330818202
Room 3, 6/F, Unit 2, No.4 Building, Longqingfang, Xingqing Road, Xi'an, Shaanxi
600
276
79717
Wang Haiqin
612133195007123646
C68-2-2-12, Xihang Garden, Baqiao District, Xi'an, Shaanxi
880
277
79735
Wang Yamei
612727621210542
No.10, Mutazhai New Village, Zhangba Town, Yanta District, Xi'an, Shaanxi
440
278
80070
Xiao Hua
610121195001255106
East, 4/F, Unit 4, No.7 Building, No.1, Middle Part, Dianzixijie, Yanta District, Xi'an, Shaanxi
440
279
80081
Ren Yongjie
610113400805832
2-2-502, Retirement Office, 618 Institute, No.239, Dianzi No.1 Road, Xi'an, Shananxi
660
280
80188
Fan Junfang
610103410706122
9-1-6, East Bangzishijie, Xi'an, Shaanxi
1100
281
80189
Shen Fenglou
610113340523161
No.7, 1/F, Small Building, Xi'an Tuberculosis Hospital, Yanta District, Xi'an, Shaanxi
660
282
80197
Wang Dong
620302197804091419
E-506 Room, Nurse Area, No.55, Heilongjiang North Road, Kunshan, Jiangsu
1100
283
80259
Cao Gengxiang
610104410924511
No.9, 3/F, Unit 1, Residence Area, Huancheng West Road Office, Tietasi, Huancheng West Road, Xi'an, Shaanxi
1540
284
80261
Zhang Ju'e
610104490118732
No.5, Shijiaweiqiang, Tumen, Lianhu District, Xi'an, Shaanxi
1100
285
80474
Xu Wenzhen
610103320311362
West 3/F, Unit 3, No.2 Building, No.129, South Part, Yanta Road, Beilin District, Xi'an, Shaanxi
1100
286
80594
Lv Yanzhen
610113380401212
No.205, Unit 3, No. 1 Building, No.39 Institute, Dianzi No.2 Road, Xi'an, Shaanxi
660
287
80597
Zhang Yuhui
610113590929218
307 Room, No.12, Dianzi No.2 Road, Dianzicheng, Yanta District, Xi'an, Shaanxi
440
288
80607
Zhang Shanyi
622101310607071
No.34, 3rd Floor, Unit 3, No.11 Building, Yuqinyuan Village, Chang'an District, Xi'an, Shaanxi
440
289
80610
Yang Xiaofa
622101380320001
No.36, 4/F, Unit 3, No.3 Building, Yuqinyuan Village, Chang'an District, Xi'an, Shaanxi
880
290
80612
Yang Yinhua
610113460305214
No.2-203, No.5 Building, No.39 Institute, Dianzi No.2 Road, Xi'an, Shaanxi
800
291
80618
Zhang Rui'e
610113370521162
East 4/F, Unit 4, NO.9 Building, South Yard, Xi'an Science and Technology University, Xi'an,Shaanxi
880
292
80619
Liu Chunlan
610113380920212
No.2-204, No. 16 Building, No.39 Institute, Dianzi No.2 Road, Xi'an, Shaanxi
800
293
80622
Li Mingyi
610104611112007
Medicine Inspection Institute, Xi'an, Shaanxi
660
294
80624
Zhu Xiuzhen
610104351116614
No.6, 3/F, 518 Building, Laodongyifang, Lianhu District, Xi'an, Shaanxi
340
295
80625
Yang Xiquan
610103340929365
No.96, Hanguang North Road, Beilin District, Xi'an, Shaanxi
1738
296
80632
Xu Ailian
610125431010004
West, 4/F, No.51, Area A, Xihang Garden, Xi'an,Shaanxi
1100
297
80635
Li Xingrang
610113280715001
Room 501, Unit 1, No.8 Building, No.109, Cuihua Road, Yanta District, Xi'an, Shaanxi
572
298
81456
Xie Baoying
610121196904240022
Trasportation Management Station, Chang'an District, Xi'an, Shaanxi
2200
299
81581
Chen Ya'ai
610104660214442
No.65, Liangjiazhuang, Lianhu District, Xi'an, Shaanxi
2420
300
81582
Wang Ronghua
610113194802142641
No.4, No.7 Row, Nanyaotou East Area, Tuanjie South Road, Yanta District, Xi'an, Shaanxi
3300
 
 
20

 
301
83693
Li Zhizhen
610104195511299516
No.2, No.89 Building, Henghao East Road, Lianhu District, Xi'an, Shaanxi
660
302
83694
Song Jinju
610113621109292
No.10, No.12 Building, 3507 Residence Area, Yanta District, Xi'an, Shaanxi
660
303
83697
Fu Kangping
610113660513294
No.36, No.43 Building, No.7 Yard, Kunming Road, Yanta District, Xi'an, Shaanxi
220
304
83698
Sun Ying
610104350825614
319-5-51, Laodong'erfang, Lianhu District, Xi'an, Shaanxi
220
305
83699
Wang Lisha
610104620424612
No.13, Single-storey house, No.48, Daxingdonglu, Lianhu District, Xi'an, Shaanxi
220
306
83702
Deng Dahong
610113193901111613
No.1, Unit 2, No.26 Building, Shaanxi Normal University, Xi'an, Shaanxi
220
307
100614
He Zhonghua
372525197308192128
Room 702, Unit 2, Seat B, Kangqiaoshuijun, No.10, Quanzong Road, Haidian District, Beijing
1430
308
84018
Pei Shulan
110101195910254545
Room 2002, No.20 Building, No.1 Area, Anhuili, Chaoyang District, Beijing
1430
309
100009
Liu Xiaoyan
340103630319302
No.333 Changjiang Road, Zhongshi District, Hefei, Anhui.
2200
310
100011
Huang Hongfen
340121196909230063
Shuangfeng Experiments Elementary School, Changfeng Cunty, Hefei, Anhui.
2100
311
100014
Ling Pingying
342425451220792
72-13-301 of Yuexi Road, Xishi District, Hefei, Anhui.
1100
312
100015
Lin Yuping
352625197309175495
No.01 Shangwu Road, Yuantian Village, Wudong Town, Wuping County, Fujian.
1210
313
100268
Mai Youzhen
330103194906270728
Room201, No.123 Lelements, Wulin Road, Hangzhou.
1210
314
100417
Ni Naijing
210219196608265726
15-5-2, Changli Alley, Zhongshan District, Dalian, Liaoning.
2200
315
100422
Zhang Yuncai
210204193310175770
19-501, Lianshan Street, Dalian, Liaoning.
2080
316
100475
Zhou Zeying
310226194303160024
353-7-1202 Ningxia Road ô Puto District ô Shanghai
1210
317
100610
Fan Rongxiang
110108195107152712
Room 402, Unit 7, Dormitory of Beijing Air Entrainment Factory, Haidian District, Beijing.
1700
318
101074
Chen Ying
350322198907161621
122-7D, Haitian Road, Huli District, Xiamen, Fujian.
1210
319
101077
Chen Aoding
310104194212301211
820-60-206, Julu Road, Jinan District, Shanghai.
1210
320
101079
Jiang Yuzhi
340104471108252
77-11-104, South Hezuohua Road, Shushan District, Hefei, Anhui.
2200
321
101083
Wu Fengwan
440183198206295524
Room 423, West Century Public Square, Nanyoudongbin Road, Nanshan District, Guangdong.
1440
322
101449
Jiang Feng
310111196310090414
1415-59-704, Jiangning Road, Puto District, Shanghai.
1210
323
101465
Zhao Ying
210203197401204049
15-201, Jinxiu Garden, Shahekou District, Dalian, Liaoning.
1100
324
101469
Wang Juan
210624197611235445
3-3-2, Unit 1, Qiyi Street, Zhongshan District, Dalian, Liaoning.
2200
325
101470
Li Guizhen
210204541010004
1-4-2, Songlin Alley, Xigang District, Dalian, Liaoning.
1100
326
101472
Liu Yonghang
210203196309210011
3-1,No.70 Huashun Street, Shahekou District, Dalian, Liaoning.
2200
327
101474
Jiang Hong
210221197505310666
15-4-6-3, Tiyuchang Housing estate, Jinzhou District, Dalian,Liaoning.
1100
328
101477
Li Lian
210202600307494
12-2-201, Zhenzhu Alley, Shahekou District, Dalianm, Liaoning.
2200
329
101660
Chen Pengying
350621197001206526
No.85, Back of Ridge, Fengming Village, Dongyuan Town, Longhai, Fujian.
1210
330
101664
Su Meifen
210302193904041246
1-7-19, Building 19, Iron East 7th Street, Iron East District, Anshan, Liaoning.
1430
 
 
21

 
331
101945
Zhong Yudian
350211196912081518
Zhongzhai Agency, Zhongzhai Village, Huli District, Xiamen, Fujian.
1210
332
101950
Wang Bangrong
340103196302102556
No.509 East, 87-2, Suixi Road, Louyang District, Hefei, Anhui.
1100
333
101951
Wang Renhe
340103194611103510
99-9-403, Taihu East Road, Baohe District, Hefei, Anhui.
1100
334
102032
Gao Qingyu
320525500203254
5-201, Tilt Bridge, Songling Town, Wujiang, Jiangsu.
1100
335
102391
Yang Guifeng
210202193312182226
1-5-2,No.42, Xincheng Alley, Xigang District, Dalian, Liaoning.
1100
336
102399
Lou Yinbao
310107193802242885
Room 214to15,No.70, the second Caoyang Village, Putuo District, Shanghai.
1210
337
102552
Xu Shiquan
340111481207751
Room 79 to 402, West Garden New Village, Hefei, Anhui.
1100
338
102555
Yu Xiwu
210203680815553
16-1-1, Liansheng Alley, Zhongshan District, Dalian, Liaoning.
2180
339
102557
Zhang Jieping
110101195201241020
Room503, Building 2, Qianmen east Uptown, Chongwen District, Beijing.
1400
340
102590
Xue Jiandi
110102193512130042
2-2-203, One Area, Sanlihe, Xicheng District, Beijing.
1430
341
102591
Xiong Junqiu
340103194309041523
252-6-406, Shouchun Road, Luyang District, Hefei, Anhui.
1100
342
102593
Luan Yanbo
130826198409265024
Room342, Unit25#3, Xizhimen Huangjun East linling, Haidian District,Beijing.
1100
343
102594
Li Xueqing
110102196405010479
130-5-301, , Dewai'ande Road, Xicheng District, Beijing
1400
344
103250
Luo Ning
110103197512101238
9-2-302, Red Star North Lining, Jiugong Town, Daxing District, Beijing.
780
345
103898
Li Yabo
230202197304071640
22-3-401, Bajiao Li, Shijingshan District, Beijing.
1000
346
103907
Ren Songdong
210204380801533
38-1-4-2, Nansha Street, Dalian, Liaoning.
1560
347
103911
Li Ying
110108196412090743
88-1-1203, 6th Area, Shijichengyuandayuan, Haidian District, Beijing.
1000
348
103912
Zhang Dongmei
11010819521217274X
7-1-402, Dormitory of Beijing Aerocrete factory, Haidian District, Beijing.
1000
349
103913
Zhang Yanling
440301196406097845
612-5-8, No.79, Fuxing Road, Haidian District, Beijing.
1000
350
104027
Li Yundong
412725197005284635
Dali Village, Renji Countryside, Luyi County, Henan.
780
351
104031
Meng Zhongping
210202193804105446
1-7-2,No.62, Tieshan Alley, Zhongshan District, Dalian, Liaoning.
1400
352
104032
Cheng Ming
21020219621031122X
1-4-2,No.623, Xinan Road, Shahekou District, Dalian, Liaoning.
1000
353
104862
Chen Zhangju
340103360307151
89-6-505, Funan Road, Luyang District, Hefei, Anhui.
2000
354
107777
Fan Qiongbi
512922196903295847
Team 2, Xiejia’an Village, Liuma Town, Nanbu District, Chongqing
1100
355
107780
Xu Xiaoling
110105195910137563
Room 4-1-102, No.120, Xigexinli, Shazikou, Yongwai, Chongwen District, Beijing
1300
356
74843
Wang Lin
450304197610010511
14-1-2-2, Teixicaihong Village, Guilin, Guangxi
1100
357
74844
Hang Xiaoying
450103197909202529
Wu Kunbao c/o Huang Xiaoying, No.401, Unit 2, No.9 Building, No.137 Courtyard, North Road, West 4th Ring Road, Haidian District, Beijing
1100
358
75419
Yuan Qiyun
320503510604151
No.65, Hexing West Road, Kunshan, Jiangsu
1100
359
75420
Wu Meilan
320523196310156320
No.149, Ziteng Garden, Tailushihoujie, Kunshan, Jiangsu
1430
360
75751
Liu Ting
510203750612082
T2-17-1, Huatingjinyuan, No.1 Bridge, Yuzhong District, Chongqing
1430
 
 
22

 
361
75754
Zhang Nanjun
510202196603060012
No.4-2, Unit 1, No.20, Taping, Jiangbei District, Chongqing
1100
362
75758
Cheng Qifeng
320583198101170439
No.2 Team, Jiedong Village, Penglang Town, Kunshan, Jiangsu
1100
363
75760
Li Yuanzhi
510213510418055
No.4-1, Unit 2, No.14, Wangjiaba No.1 Village, Huaxi Town, Banan District, Chongqing
1100
364
75761
Hu Hongqing
510213551122202
No.17, No.Fu3, No.10, Yangjiapingzhengjie, Jiulongpo District, Chongqing
1100
365
75767
Lv Rong
510213197207072023
No.3-4, No.36, Xiejiawanzhengjie, Jiulongpo District, Chongqing
1430
366
75836
Li Jianliang
510225196912165234
No.Fu12, No.53, Sanjiangjie, Banan District, Chongqing
1100
367
75840
Liu Qingbi
510213195601082044
No.4-1, Uint3, No.18, Minzhu No.1 Village, Jiulongpo District, Chongqing
1100
368
75948
Huang Ying
450321197008153022
55-4-1-602, Mingxiu Weat Road, Nanning, Guangxi
1430
369
75985
Wang Yue
450204197906011024
Nanning(Tanluo)-Baise Expressway Engineering Construction Office No.14, Chengnan Road, Long'an County, Guangxi
840
370
76558
Xin Fudong
410901197402022733
Command Center, Police Bureau, Zhongyuan Oil Field, Puyang, Henan
1430
371
76616
Li Jingqi
320705630503351
Culture Basic No.1 Section, Technology School of Finance & Economics, Lianyungang, Jiangsu
1100
372
76805
Liang Cuilian
412827197011190545
8-1-901, No.15, Yangfangdian, Haidian District, Beijing
1760
373
76972
Wang Jingchang
210104641125373
No.61, Zhongshan Road, Heping District, Shenyang, Liaoning
1430
374
76976
Song Shifang
510203531104004
No.22, No.2 Building, Dongfeng Village, Dadushan, Chongqing
1430
375
76978
Li Qianyu
510202540711062
No.21, No.498 Building, New Hill Village, Dadukou District, Chongqing
1430
376
76980
Ma Zhengxiu
510202195501163526
No.6-7, Uint 1, No.26, Guihuayuan New Village, Yuzhong District, Chongqing
1430
377
76981
Zhao ShiLing
510213501101244
No.10-2, Unit 1, No.1 Building, No.58, Shipingqiaohengjie, Jiulongpo District, Chong'qing
1430
378
77771
Long Chengrong
612127195605268661
No.2, 25/F, A Area, Xihang Garden, Baqiao District, Xi'an, Shaanxi
880
379
78288
Liu Guangbi
510213195201302423
A1-9-4, No.28, Xijiao Road, Yangjiaping, Jiulongpo District, Chongqing
1430
380
78406
Wei Furong
610103470128161
No.1, 12/F, Unit 2, No.4 Building, Lunqingfang, Beilin district, Xi'an, Shaanxi
1420
381
78426
Pan Xinsheng
320925197304047418
201 Room, No.5 Building, Fenghua Park, Yuehe Road, Kunshan, Jiangsu
1100
382
78429
Liu Huifen
110103193611161828
47-1-201, Nanjie, Outside Guang'an Gate, Xuanwu District, Beijing
1100
383
78431
Yu Yongqin
352121340808002
No.503, Seat No.5, Longyaoganxiusuo, No.14, Qishang Road, Gulou District, Fuzhou, Fujian
1430
384
78546
Yang Junjie
630104193710080511
East, 5/F, Unit 1, No.20, Development No.3 Zone, Qinniannanjie, Chang'an District, Xi'an, Shaanxi
880
385
78547
Dong Ruisheng
61212819390403191X
C82-2-1, Xihang Garden, Baqiao District, Xi'an, Shaanxi
880
386
78556
Wang Yingjun
220319651201081
Room 917, Xinfa Mansion, No.32, Xinfa Road, Chaoyang District, Changchun, Jilin
1100
387
78559
Xu Ping
320583790517021
Shuiling House Development Ltd., Lujiayouyi Road, Kunshan, Jiangsu
1100
388
78661
Lu Jie
110101156303272033
No.7 Letterbox, Beijing
1100
389
78665
Gao Zhongxiu
510213551116202
2-3-4, No.7 Building, Minzhu No.3 Village, Yangjiaping, Jiulongpo District, Chongqing
1100
390
78666
Li Xiang
350104197306130039
 
1100
 
 
23

 
391
78668
Lin Cong
352601197710302517
China Unicom Building, Jiexin Garden, Jiefang South Road, Longyan, Fujian
1430
392
78836
Zheng Linfang
33262319781115225X
 
1100
393
78838
Zhou Wei
510222197107103829
Fu 1-3-1, No.65, Hongyupo, Jiulongpo District, Chongqing
1100
394
78862
Gu Guanxing
330102193712240319
Room 502,Uint 1,No.26,Lower River,Fengqi Bridge,Xiacheng District,Hang'zhou,Zhejiang
1430
395
78939
Liu Shaohua
42900419621010801X
No.102, Unit 3, No.17 Building, Second Period, Xianqinqqingjiayuan, Xiantao, Hubei
1100
396
78942
Huang Lanying
31011119540308166X
Room 503 and 504, No.100, Huabang New Village, Baoshan District, Shanghai
1100
397
79158
Shen Caijin
110108195911100024
No.1601, No.2 Building, Xiaonanzhuang, Haidian District, Beijing
1100
398
79325
Chen Gang
340302196608130212
Nurse Medicine Department, Bengbu Medical University, No.2600, Donghai Ave., Bengbu, Anhui
1430
399
79327
Gao Wenyu
110104196910160462
No.16, Unit 1, 1st Floor, Anhuananli, Chongwen District, Beijing
1100
400
79332
Nie Baoyan
110104196307100860
No.72, Tiemen Lane, Xuanwu District, Beijing
1100
401
79423
Wu Xiaoqin
510213510808242
No.7-3, Unit2, No.1 Building, Jianzhu No.1 Village, Jiulongpo District, Chongqing
1430
402
79432
Chen Xiaoyan
320583811117004
10-3-403, Huagong New Village, Yushan Town, Kunshan, Jiangsu
660
403
79434
Ji Haiming
321102750223109
Finance Office, Bacheng Country, Kunshan, Jiangsu
1430
404
79435
Gu Zhengyong
320523195302180430
Construction Bank, No.158, Qianjin West Road, Kunshan, Jiangsu
1430
405
79441
Cai Shuling
610104481009003
No.6, Unit 1, No.24 Building, North-East Area, Longshou Village, Xi'an, Shaanxi
660
406
79443
Cao Tenghuan
610113431203002
Room 201, Unit 1, No.12 Building, No.119, Cuihuananlu, Yanta District, Xi'an, Shaanxi
1320
407
79456
Long Fangyu
510212195110240822
2-13-2, Zhujiang Garden, No.99, Zhigang Ave., Jiulongpo District, Chongqing
1430
408
79588
Wei Guangli
510222197612241421
No.2, No.1 Building, No.29, Shiping Village, Jiulongpo District, Chongqing (Inside Yangjiaping Telecommunications Company)
1100
409
79722
Shen Shoukun
532627640311411
Yangjie Farm, Jianshui County, Yunnan
1430
410
79724
Bai Shengyong
152921600111081
Salt Collection Branch, Lantai Company, Jilantai Town, Zuoqi, Alashan, Inner Mongolia
1716
411
79733
Li Qingqing
520111198303195427
6th Floor, HuBeibaofeng Building, Shennan East Road, ShenZhen, Guangdong
1100
412
79849
Chen Zhongling
350102630914056
 
1980
413
79856
Shang Changxiu
372323197301153317
No.207, Nanguandajie, Huimin County, Shandong
1100
414
79861
Li Shenshi
330204431230101
Room 403-14,Baoli Garden,Zhuque New Village,East River District,Ning'bo City,Zhejiang
1100
415
79963
Jiang Lianfen
510211550411002
No.18-5, No.12, Daxigoujie, Yuzhong District, Chongqing
1430
416
79964
Sha Jianmei
32102019750506154X
205 Room, No.6 Building, Mingzhu Village, Hailing, Taizhou, Jiangsu
1100
417
79966
Wei Zhiyong
350402194305210010
Room 610, No.79 Building, Chonggui New Village, Meilie District, Sanming, Fujian
660
418
79968
Mi Zonglun
51022819511102767X
No.60, Xiaonanjie, Bachuan Town, Tongliang Town, Chongqing
1430
419
80068
Pi Yongjun
410802520715253
No.28, Yaoyuan Lane, Xiuwu County, Jiaozuo, Henan
1100
420
80094
Ding Hao
321028197104030612
202 Room, No.9 Unit, No.3 Building, Chengqingxiyuan, Phenix Garden, Nanjing, Jiangsu
1400
 
 
24

 
421
80099
Zhu Ande
320103620107201
201-8-201, Shigu Road, Nanjing, Jiangsu
1100
422
80112
Bai Zhiping
410802620212451
Quality Inspection Section, Zhengzhou North Vehicle Sect, No.56, Shakou Road, Zhengzhou, Henan
1430
423
80179
Wang Shixi
110104194905202534
No.9, Jiadaoju, Xuanwu District, Beijing
1100
424
80183
Duan Bing
110108197004284930
15-4-415, Zizhuyuan South Road, Haidian District, Beijing
1800
425
80192
Feng Jinsong
430103680112101
3-4-38, Lodging House of Hunan Machine Tool Plant, Xinkaipu, South Area, Changsha, Hunan
1100
426
80243
Zhao Ou
510202580523622
No.6-1, Unit 1, No.1 Building, Guangshachengkouzutuan, Jiulongpo District, Chongqing
1100
427
80405
Jiang Zhongqu
610103430601362
No.96, Hanguang North Road, Beilin District, Xi'an, Shaanxi
1162
428
80408
Huang Wenjing
520103197012094461
 
880
429
80566
Yuan Xingqin
342223720305136
Qiji Branch, Meiganshi Power House, Suzhou, Anhui
1100
430
80582
Zhen Chunwang
110108196905197311
No.12 Branch, Zhongguancun Institute, Haidian District, Beijing
1100
431
80586
Wang Yan
110109198112261219
No.35, Shang'andongjie Yongding Town, Mentougou District, Beijing
1100
432
80639
Li Pei
510215831021162
 
1100
433
80677
Wu Lijuan
130206730407032
No.80, No.5 Building, No.4 Courtyard, Wanshou Road, Haidian District, Beijing
1100
434
80678
Jia Yulin
110108193210015717
No.8, Unit 21, No.5 Courtyard, Nandajie, Zhongguancun, Haidian District, Beijing
1100
435
80683
Cai Guofen
310224560212904
Room 301, No.24, 5122 Lane, Chuansha Road, Pudong District, Shanghai
1100
436
80754
Li Yong
512928196610233835
No.119, Fengtiandadao, Shapingba District, Chongqing.
1100
437
80756
Chen Xiumei
342225194810258027
East 41-3-1-1, Fengyang West Road, Bengbu, Anhui
1430
438
80766
Lei Dashuang
350526198108287515
No.590, 15th Team, Dongshan Village, Dongping Town, Yongchun County, Quanzhou ,Fujian
660
439
80767
Sang Guiying
110103195602021822
16-4-10, Tianningsidongli, Xuanwu District, Beijing
1100
440
80768
Li Jingyao
110104195207210419
No.22, Sanjing Lane, Xuanwu District, Beijing
1100
441
80953
Yu Yong'an
132926196604120371
Tongmingyuan, Sangyuan Town, Wuqiao County, Hebei
1100
442
80955
Mo Changsheng
620104196002090294
Lubricating Grease Factory, Lanzhou Petrochemical Company, No.10, Lanlianjie, Xigu District, Lanzhou, Gansu
2002
443
81137
Zhong Le
342201198006071023
3-501, No.16 Yuluyuan Housing Estate, Changping District, Beijing.
1100
444
81156
Gan Luying
362501196710072071
Linchuan District Health and Quarantine Station, Fuzhou, Jiangxi
1600
445
81165
Sun Rukun
110108194107085711
No.4051, Tower No.4 Building, No.10 Courtyard, Chedaogou, Haidian District, Beijing
1430
446
81169
Dou Lina
110106197807084825
No.1506, No.69 Building, South 3rd Ring Mid Road, Fengtai District, Beijing
1100
447
81170
Jia Xiaoping
110108195708095821
No.1609, Unit 134, No.5 Courtyard, Nandajie, Zhongguancun, Haidianqu, Beijing
1100
448
81172
Jiang Bo
210821197802150622
Room S208, No.35, Qinghelonggang Road, Haidian District, Beijing.  
1100
449
81173
Li Jun
110103195801271912
56-61-101, Majiabuxili, Goat Bridge, Fengtai District, Beijing
1100
450
81175
Yang Renrong
320504195007282048
No.110, No.7 Building, No.3 Area, Fangzhuangfangqun Park, Fengtai District, Beijing
1100
 
 
25

 
451
81176
Zhang Yun
110102580429276
26-606, Jiandesili, Xingchengnanli, Yan Hill, Fangshan District, Beijing
1100
452
81177
Li Zhongshan
222401196510041872
Jilin Aolian Law Office, No.168, Juzijie, Yanji, Jilin
1430
453
81179
Zhang Xudong
140202701101301
No.7, Unit 2, No.4 Building, Huzhuli, Shicheng District, Datong, Shanxi
1100
454
81181
Deng Lichun
452324198302013018
Tax Bureau Lodging House, Jiaoyu Road, Xing'an District, Guilin, Guangxi
1100
455
81191
Wang Shaonan
510202195112132144
No.Fu 49, No.150, Dongjiaxi, Jiangbei District, Chongqing
440
456
81193
Chen Yuanfeng
352625197809090033
No.101, Gouliu Road, Xiaotangshan Town, Changping District, Beijing
1100
457
81271
Zhang Lianjun
110104197203120431
No.6, Xitaiping Lane, Xuanwu District, Beijing
1100
458
81272
Shen Huirong
110102194705122342
A 8-2-803, Sanlihe East Road, Xicheng District, Beijing
1100
459
81277
Dan Zhaohui
510102301225346
Sichuan Artists Association) No.2, Genshangjie, Dongcheng, Chengdu, Sichuan
1320
460
81280
Zhou Zhihua
340826196406019223
Jiucheng Agriculture Bank, Wangjiang County, Anhui
1430
461
81281
Zhu Gongsheng
352123520715701
Room 706, Seat No.14, Sanhua Garden, No13, Yuefeng Road ,Yuefeng Town, Jin'an District,Fuzhou, Fujian
1100
462
81373
Yao Xianzhi
110108630929575
No.27, Baishiqiao Road, Haidian District, Beijing
880
463
81485
Xi Zhanling
110103195804271811
No.15, Majiabulu, Chongwen District, Beijing
1100
464
81495
Zhou Rui
510211820811181
No.4-6, No.10 Building, Qinjian No.1 Village, Jiangbei District, Chongqing
1100
465
81570
Sun Jian
340302610628121
(Oujian Company)No.328, Yan'an Road, Bengbu, Anhui
1100
466
81597
Li Ran
110106198707162130
No.7, Lijiacaiyua,Changxindian, Fengtai District, Beijing
1100
467
81605
Qiao Kun
110107197903101214
No.307, No.61 Building, Yongle Village, Shijingshan District, Beijing
1100
468
81608
Xie Benzhou
110101197808244550
No.102, Unit 3, No.4 Building, Qingnianhudongli, Dongcheng District, Beijing
1100
469
81617
Li Hui
11010419800412205X
No.6, Lepeiyuan, Xuanwu District, Beijing
1100
470
81619
Hu Wenlu
610104197906038395
MSG CNTR of The Whole Nation Customhouse, No.63, Jinbao Street, Dongcheng District, Beijing.
1100
471
81661
Zhou Liming
532728580823001
No.1, Yueguang Road, Simao Town, Yunnan.
660
472
81663
Tong Zhaoxia
320828197807233865
Chuzhou Traditional Chinese Hospital Kidney Illness Section, Chuzhou Area, Huai'an , Jiangsu
1100
473
81665
Peng Wenli
441402680514072
No.13-602, Jiangnanlongping New Village, Meizhou, Guangdong
1100
474
81667
Liu Wenguo
110108680901575
Collective Apparatus Head Office, Haidian District, Beijing
1100
475
81929
Chen Jingyu
310110195601160450
Room 107, No.39, Fengnan No.1 Village, Yangpu District,Shanghai
1100
476
81939
Ren Ping
110101195503210043
No.2, No.26 Building, Chou Area, Baiwanzhuang, Xicheng District, Beijing
1400
477
81942
Li Yatao
110102196706240825
21-4-302, Bingmasi Lane, Xicheng District, Beijing
1100
478
81952
Ma Xingbing
650103197409044015
No.61, Zhongshan Road, Heping District, Shenyang, Liaoning
1430
479
82115
Huang Liping
452702641018008
China Agriculture Bank, Yizhou, Guangxi
1000
480
82117
Qi Xueting
632521196908020614
Room 322, No.6 Builing, No.44, Gonghe South Road, Chengdong District, Xining, Qinghai
1430
 
 
26

 
481
82118
Guo Zhenlin
452123197304175836
No.1, Jianshe Road, Litang Town, Binyang County, Guangxi
1100
482
82121
Yang Weiling
450105197202140048
6 Nan'erli Xinghu Road,Nanning Guangxi P.R.China
1100
483
82128
Chen Shuo
110102198012291555
Room 1014, No.18 Building, Nandajie, Xizhimen, Xicheng District, Beijing
1430
484
82130
Wang Peng
110224810721141
Tongxin Village, Yinghai Town, Daxingqu, Beijing
1100
485
82178
Fan Jing
110111198201170345
2-9, No.19 Building, Lujia Lane, Liangxiang, Fangshan District, Beijing
1100
486
82182
Zhang Guozhong
110105195406050418
7-11-101, Kangjiayuan, Chaoyang District, Beijing
1100
487
82184
Yin Xiaoqian
140431192911010012
No.27, Guyuan Road, Beimenjie, Qinhe Town, Qinyuan County, Shanxi
1100
488
82185
Li Mingqing
110101195806221532
No.1, 13th Floor, East Gate, No.1 Building, No.3 Courtyard, Wangjing Road, Chaoyang District, Beijing
1100
489
82188
Li Yajing
110101195912181546
8-5-601, No.2 Area, Nanyuanbeili, Fengtai District, Beijing
1100
490
82192
Wang Yongming
110102195602111610
11-4-413, Furongli, Haidian District, Beijing
1100
491
82201
Gao Jianlong
120113660219123
Linfen Organic Chemical Plant, No.2, Qiaodongjie, linfen, Shanxi
1430
492
82207
Tian Nao
110105195303210829
No.1408, No.39 Building, No.11 Area, Hepingjie, Chaoyang District, Beijing
1760
493
82395
Zhou Xiuhua
110108195406305424
2-3-201, Houbaizhuizi, Haidian District, Beijing
1100
494
82396
Zhu Kongzhi
332621197307180734
No.146 Letterbox, Taizhou College, Linhai, Zhejiang
1800
495
82398
Zhao Yulan
440223640807004
Room 402, No.4 Building, No.122, Jurenjie, Xiongzhou Town, Nanxiong, Guangdong
572
496
82400
Shen Jun
321081680731751
101 Room, No.6 Building, Xupubaisha Third Village, Yizheng, Jiangsu
1100
497
82401
Cao Zhirong
321082750817061
No.17, Hailing North Street, Taizhou, Jiangsu.
1100
498
82404
Luo Yishun
340503510715002
18-406, Dongxin Village, Huashanxuzhan, Ma'anshan, Anhui
1430
499
82405
Chen Jichuan
350500421205101
No.604, No.5 Building, Renfeng Riverside District, Wenlin North Road, Quanzhou, Fujian
1100
500
82409
Peng Qingkai
350221710807151
Binbei Credit Investment Depantment, No.29, Jinqiao Road, Xiamen, Fujian
1320
501
82471
Xie Guiyun
44012119680416151X
9-901, Yujingtai, Yongjinghaoyuan, Suiyan Road, Nanhai District, Foshan, Guangdong
1100
502
82646
Liu Biao
340104195112241012
(No.48, Wuhu Road)Hefei Meiling Stock Company, Hefei Meiling Refrigiratory Head Factory, Anhui
1100
503
82662
Zhang Limei
110221740609482
A10-7-701, Youneidajie, Xuanwu District, Beijing
1100
504
82667
Pu Zhenming
342301196410310811
Langya Government Offices Administration, Chuzhou, Anhui
660
505
82669
Chen Baijiang
352121197305123214
Room 706, Seat No.14, Sanhua Garden, No13, Yuefeng Road ,Yuefeng Town, Jin'an District,Fuzhou, Fujian
1320
506
82716
Zhang Qiufeng
110111197809163018
Huangyu No.1 Primary School, Sanlipu, Puhuangyu, Fengtai District, Beijing
1100
507
82859
Jiang Shanxuan
370631195704121024
No.101, No.6 Building, Government Residence Area, Laishan District, Yantai, Shandong
800
508
82863
Hui Xiu'an
630121571226271
Manage administration of Qiaotou Aluminium electricity Ltd., Datong County, Qinghai.
1430
509
82904
Hu Caixiang
332621660708186
 
1100
510
82911
Zhang Ling
110111198402075926
No. 502, Unit 5, No.9 Building, Hongshunyuan Village, Liangxiang Town, Fangshan District, Beijing
1100
 
 
27

 
511
82916
Han Jianjun
110104195708011661
25-57-6, Temple of Moon Beijie, Xicheng District, Beijing
1100
512
83154
Zhu Jianyao
310106195901210419
Room 214, No.780, Qinzhou Road, Xunhui District, Shanghai
1100
513
83155
Zhang Zairui
320602193404122017
Room 902, No.10, 1759 Lane, Xincun Road, Putuo District, Shanghai
1100
514
83179
Nie Zhanye
632826196503120017
Oil Field Company, Oil Guest House, Tugou Town, Mangyanhua, Haixizhou, Qinghai
1100
515
83183
Shen Lichen
320504510605051
Room 509, No.298, Tongjing South Road, Suzhou, Jiangsu
1430
516
83187
Zhang Fenlan
420102391003282
Zhou Shiping c/o Zhang Fenlan, Changjiang Rock Soil Project Head Office, No.1863, Hankoujiefang Avenue, Wuhan, Hubei.
1100
517
83193
Ma Zhenlian
630103391215001
71-2-9, Seat A, Xihang Garden, Xinzhu Town, Baqiao District, Xi'an, Shaanxi
1400
518
83239
Ran Qifeng
510213500916122
No.11, Unit 1, No.9 Building, Jiangong No.3 Village, Yangjiaping, Jiulongpo, Chongqing
1430
519
83240
Mi Xiuqiong
510213196001201227
4-4, Unit 2, No.11, Tielu No.3 Village, Jiulongpo, Chongqing
1430
520
83244
Long Bin
510211196908243721
No.2-2, No.36, Zhengjie, Xiejiawan, Jiulongpo District, Chongqing
1430
521
83252
Du Huijing
372330650329548
No.28, Guantao Road, Shibei District, Qingdao, Shandong
1100
522
83256
Chen Jingyu
310110560116045
Room 107, No.39, Fengnan No.1 Village, Yangpu District,Shanghai
1100
523
83289
Wang Fugang
371323830819741
No.12, Unit 4, No.3 Building, Kangfunanli, Chongwen District, Beijing
1760
524
83297
Zhao Yanli
130603197409261242
1-2-301, Lodging House of Hebei Primary School, Junxue Lane, Wusi East Road, Baoding, Hebei
1100
525
83598
Yang Chong
110111198309200390
No.64, Wudian Village, Liangxiang Town, Fangshan District, Beijing
1100
526
83612
Zhao Wei
110102196610032757
15-3-6, Yushuguanxili, Xicheng District, Beijing
1430
527
83616
Li Lijun
110224198201210519
No.47, Zhengyang Lane, Nanxiaojie, Jiugong Town, Daxinqu, Beijing
1100
528
83618
Guo Wei
11010519790226043X
5-2-6, Dongdaqiao Road, Chaoyang District, Beijing
1100
529
83748
Chen Hua
310228197408315834
Room 402, No.26, 404 Lane, Jianhe Road, Changning District, Shanghai
1100
530
83761
Liu Xiulin
110108590116272
Shuangquanbu Automobile Repair No.1 Factory, Chaoyang District, Beijing
1100
531
83762
Tian Yize
12011019820909272X
2-2-602, Shijixianghejiayuan, Jinzhongwendajie, Hebei District, Tianjin
1100
532
83764
Ma Yuhua
232602197304300523
No.76, No.28 Building, Laoshandongli, Shijingshan District, Beijing
1100
533
83785
Zhu Zhanghui
512924196702132948
No.4-3, Unit 1, No.1 Building, No.31, West No.3 Road, Huahuiyuan, Longxi Town, Yubei District, Chongqing
1430
534
83787
Dai Qiong
432524197302233275
Beijing Zhongda Yaohuaxin Accountant Office, Room 706, Henghua International Commerce Center, No.26, Temple of Moon Beijie, Xicheng District, Beijing
1100
535
83790
Sun Ge
110107196907060646
No.1604, No.19 Building,   Zhuzao No.1 Area, Shijingshan, Beijing
1100
536
84014
Guo Zhongheng
110225195703260316
No.184, Wudian Village, Liangxiang Town, Fangshan District, Beijing
1100
537
84015
Wang Qi
110108197104274211
No.1410, No.5 Building, Niujiedongli Village, Xuanwu District, Beijing
1100
538
84017
Zhang Xianghong
430602651029452
No.401, No 5 Building, East Maoling Engineering Company, Yueyang, Hunan
1100
539
84019
Yao Qing
320402670723002
10-J-6010, Jinxiyuan, Changzhou, Jiangsu
1100
540
84021
Xie Guanhua
320404421009082
602 Room, Third Unit, No.6 Building, Jinxiyuan, Changzhou, Jiangsu
1100
 
 
28

 
541
84025
Shao Yunhong
110104194607120020
11-3-1, Hufang Road, Xuanwu District, Beijing
1100
542
84042
Zhuang Huaxiang
350521197502166539
No.85, Chen Zhuang, Jinta Village, Shanyao Town, Quangang District, Quanzhou, Fujian
1100
543
84043
Yang Shuqiong
510321320402300
South West Hospital ICU, Shapingba District, Chongqing
1100
544
84066
Guan Xin
120222197803055215
No.326, A Area, Aosen Logistics Center, Xiqingdao, Xiqing District, Tianjin
1100
545
84129
Sun Yunmei
31011119540108084X
Room 203, No.43, Baolin No.7 village, Baoshan District, Shanghai
1100
546
84177
Xu Mingxia
420106194411254823
No.2102, Seat A, Jingyun Gardon, Jiedaokou South Road, Wuchang District, Wuhan, Hubei
660
547
84179
Zou Rui
340403671110143
Huainan Municipal Government, Anhui
1100
548
84183
Wu Zhijuan
110223197007234284
No.103, Mazhuang Village, Majuqiaozhen Village, Tongzhou District, Beijing
1100
549
84184
Zhang Jian
110103193412040310
No.108, Guangqumenneidajie, Chongwen District, Beijing
1100
550
84187
Zhang Jizheng
110228198307272617
Shuiyu Village, Jugezhuang Town, Miyun District, Beijing
1100
551
84189
Zhang Shuming
110104194808100413
8-1-403, No.3 Courtyard, Chengzhuang Road, Fengtai District, Beijing
1100
552
84284
Yin Penghui
410102197306041515
Henan College Of Traditional Chinese Medicine Mathematics And Science Subjects;NO.1 Of Jin Shui South Road,Jin Shui District ,Zheng Zhou City ,Henan Province
660
553
84287
Yu Haitao
110226198308204736
No.108, Nandulehebeijie, Nandulehe Town, Pinggu District, Beijing
1100
554
84289
Xu Mianhua
350500198012211029
No.28, West Ring Road, Xindian Village, Anhai Town, Jinjiang, Fujian
1100
555
84368
Chen Weiyang
330204194906242016
Room 605,No.18,No.165 Street,North Rainbow Road,East River District,Ning'bo,Zhejiang
1716
556
84369
Gao Fukang
310107320320001
Room 205, No.447, 660 Lane, Aomen Road, Shanghai
1100
557
84418
Ni Yunyan
510202198204256527
No.1-2, No.257, Qiaobei Village, Jiangbei District, Chongqing
1430
558
84586
Zhou Rui
413026197311206394
Miaozhuang Villagers Team, Zhanggang Village, Quanhepu Township, Gushi District, Henan
1100
559
84637
Liang Hexiang
332621540913042
Room 402, Unit 3, No.84, Lishan Road, Linhai, Zhejiang
1400
560
85086
Su Yan
510202197207083225
61-1-1, Zaozilanyazhengjie, Yuzhong District, Chongqing
1100
561
85360
Ma Yue
110105197908253310
3-1-101, Fatouxili, Chaoyang District, Beijing
3740
562
85370
Yang Ge
110106771219271
Zhuanghu Village, Wangzuo Town, Fengtai District, Beijing
1100
563
85384
Yu Jing
110103198601140946
No.143, Xixiaoshijie, Chongwen District, Beijing
1100
564
85387
Tang Xiaoli
132626830313350
No.64, Hongmiaobeili, Chaoyang District, Beijing
1100
565
85396
Xu Tao
110102198302220034
4-3-405, Dongdajie, Xuanwumenwai, Xuanwu District, Beijing
1100
566
85397
Ma Dahe
110229197112061811
No.66, Xiguanbeijie, Jiuxian Village, Jiuxian Town, Yanqing County, Beijing
1100
567
85403
Zou Dawen
110106194507013319
8-1-403, No.3 Courtyard, Chengzhuang Road, Fengtai District, Beijing
1760
568
85405
Song Hongyan
110108196903226369
No.2 Courtyard, Zhujiafenwuli, Fengtai District, Beijing
1100
569
85407
Yang Huirong
130122197101272262
No.31, Inside Jingnan Freight Courtyard, Jingliang Road, Xihongchuan Town, Daxing District, Beijing
1100
570
85408
Lei Zhijie
110104195309300837
No.601, No.2 Building, Yurenli Village, Fengtai District, Beijing
1100
 
 
29

 
571
85419
Chen Shixin
422124197211128011
Weijia Forage Factory, Anding Town, Daxing District, Beijing
1100
572
85422
Du Qiye
142125197204045129
Weijia Group, Anding Town, Daxing District, Beijing
1100
573
85674
Wang Litang
420204500620493
Room 602, Unit 1, No.1 Building, Rihuyuan, Nanbowan Village, Lianghu Ave., East Lake Hi-tech, Wuhan, Hubei
1100
574
85704
Wu Yibo
422427560504031
Xiantao Middle School, Xiantao,Hubei
1720
575
85727
Lin Hualin
350104401215002
Room302, Seat No.11, Wufeng New Village, Tongpan Road, Fuzhou, Fujian
1430
576
85739
Zhong Guoyou
420111681003411
Purchse Department, SAIC-GM-Wuling Automobile Co., Ltd., No.18, Hexi Road, Liuzhou, Guangxi
1860
577
85740
Liu Min
110109197408060947
 
660
578
85742
Ye Zhiwei
310107194403100024
Room 403, No.4, 972 Lane, Xikang Road, Shanghai
1100
579
85747
Fan Zheng
110101194512242026
No.301, Unit 2, No.16 Building, Anle Park, Tianxiu Garden, Haidian District, Beijing
1100
580
85752
Liu Binxiang
510802610612463
Lodging House, Datan Railway Station, Mid Area, Guangyuan, Sichuan
1400
581
85922
Wang Jianchen
622701450410057
A Area, Hongguang Electron Limited Company, Pingliang, Gansu
1100
582
85938
Zhang Peijie
110101195306034060
No.5, Anli Lane, Xicheng District, Beijing
1430
583
85961
Qin Baosheng
110104195702210854
Room 312, No.2 Building, No.33 Courtyard, Majiabu Road, Yangqiao, Fengtai District, Beijing
1100
584
85962
Shen Chunshan
110103195601180952
No.1105, No.42 Building, Songyuxili, Chaoyang District, Beijing
1100
585
85963
Liao Meizhu
350600621115056
No.20, Fanghuaheng Road, Xiangcheng District, Zhangzhou, Fujian
1716
586
86676
Zhang Yan
532201196501280347
Trade Union, Sales Department, Qujing Branch, China Industrial and Commercial Bank, Qilin District, QuJing, Yunnan
1100
587
86678
Zhu Huihong
362101590207062
No.12, Dongqiao Road, Ganzhou, Jiangxi
1980
588
87768
Weng Wuxiao
350102195304060397
(Lodging House of Provincial Science Information Institute)No.36, Bingxi Qixia Road, Drum Tower, Fuzhou, Fujian
1430
589
87960
Xue Bai
370724196812050063
No.502, Unit 1, No.5 Building, No.27, Jingshi Road, Lixia District, Jinan, Shandong
1100
590
87974
Dong Xin
220403520526312
(No.233, Renmindajie, Farm and Development Office of Finance Bureau, Liaoyuan, Jilin
1430
591
87976
Xu Jifeng
370105197210241455
No.7, Beiguangmingxing, Daqiao District, Jinan, Shandong.
1100
592
88785
Gu Xinsui
441424198107106078
B5, Unit 7, No.5 Alley of Fengweikeng Village, Shenzhen, Guangdong.
1430
593
88786
Yu Yi
440306198108080034
1-6-506, Yufu Lane, Jian'an No.1 Road, Bao'an District, Shenzhen, Guangdong
1430
594
89474
Tu Chunguang
44030119790318651X
Room 304, No.3 Building, Longhui Garden, Nanshan Disrict, Shenzhen, Guangdong
1100
595
91535
Cai Enwei
330104196405281635
Zhejiang Quanfuda Electric Power Science and Technolgy Company, (Hongxing Farm) Tangxin Road, Xiaoshan District, Hangzhou, Zhejiang
1100
596
91705
Wu Jing
420102197406171263
Wei Hui, Department of Science Research, Second Artillery Command Institute, Wuhan, Hubei
660
597
92197
Li Dongshan
350211197201180012
Room 401, No.21, Jimeijiyuan Road, Xiamen, Fujian
1100
598
92366
Yang Li
230604620829082
Engineering and Technology Brigade, Oil Extraction Sixth Factory, Daqing, Heilongjiang
1100
599
92641
Ma Yulan
120103193212121425
Makaiyuan, Shaanxi Chemical and Construction Fifth Company, Xingping, Shaanxi
1400
600
92643
Li Xuqing
210302331215121
No.19, No.19 Building, Tiedongqidaojie, Anshan, Liaoning
1430
 
 
30

 
601
92786
Zheng Xian
445202198206253094
Kaihong Realty Management Ltd., M-5 Building, Nanshanmaqueling Industrial Zone, Shenzhen Guangdong
1140
602
93261
Wang Hongxia
632825196708230029
32-1-4-2, New No.2 Area, Qili Town, Dunhuang, Gansu
1720
603
94920
Duan Xiaoqiong
440301198111024429
8-101, Tianjian Municipal Administration Big Yard, Futian District, Shenzhen, Guangdong
1100
604
95402
Gan Xiaohong
360111620201002
No.92 Daijia Alley, Huayuanjiao Street, Dieshan Road, Nanchang, Jiangxi.
1100
605
95585
Hou Xueying
372922710106478
No.15 Building, North Area, Longxing Park, Huilonghuan Town, Changping District, Beijing
1100
606
96934
Hong Yalan
350621196202020029
No.115 Xihu Road, Shima Town, Longhai City, Fujian.
1210
607
97099
Wang Xueying
310225194712096223
Room704,No.8 709 Alley, Wuyi Road, Chang Ning District, Shanghai.
1210
608
97593
Chen Hua
140429197606085924
Taihang Street, Fengzhou Town, Wuxiang County, Shanxi.
1100
609
98465
Hong Wenfeng
340111197207284018
Shengzhi Homestead, East Taihu Road, Baohe District, Hefei, Anhui.
1100
610
98797
Zhang Zhuqing
410821196901194527
36-2-803, Beijingrenjia Village, Huilongguan, Changping District, Beijing
1100
611
98803
Zhang Chengyun
133022197704232275
Qingguandian Village, Xiwang Town, Jizhou, Hebei
1400
612
99141
Li Xiuzhi
210203193311055280
6-1,No.27 Changhong Street, Xigang District, D alian, Liaoning.
1100
613
99751
Feng Meiwen
310105195909243227
Room403,No.37 First Longbai Village, Minxing District, Shanghai.
1210
614
99752
Lai Honghui
352624730712101
5A202, Haiqing Garden, No.282 Cangxiang Road, Haicang District, Xiamen, Fujian.
1210
615
99813
Jiang Huiqin
340103196211032564
5-106,New hongtu Village, Luyang District, Hefei.
1100
616
99822
Wang Guizhi
130703540418064
3-1-301, Dongxiangyuan Village, No.5, Lingyuan South Road, Qiaodong District, Zhangjiakou, Hebei
1400
617
99823
Fan Huagang
330106650227041
No.1201, No.8 Building, No.5 Area, Jindingjie, Shijingshan District, Beijing
1400
618
99829
Sun Yongsheng
110223197911026379
No.176, Xixiaomazhuang Village, Liyuan Area, Tongzhou District, Beijing
1400
619
99865
Cai Yinping
342221198603166069
Fanzhuang, Changzhuang Village, Longhai Township, Dangshan District, Anhui
1100
620
97592
Cai Jingfang
310107194406305420
Room203, No.128 Beishi Road, Zhenru Town, Shanghai.
2130
621
103914
Yu Yi
430682197605275330
Xiaotang Industrial Zone, Dongkeng Town, Dongguan, Guangdong
12333
622
99748
Yang Hui
310105195303262829
Room302,No.17 Lane1041, Hongqiao Road, Changning District, Shanghai.
4719
623
84071
Yu Wenbo
230106196903281442
No.202, Zhongshan Road, Nangang District, Harbin, Heilongjiang
2400
624
101659
Liu Detang
35010219630122037
94-501, Huli Avenue, Huli District, Xiamen, Fujian.
4840
625
81918
Wei Jinhua
441424540615157
No.593, Pinghudajie, Pinghu Town, Longxiao District, Shenzhen, Guangdong
4290
626
103893
Yan Feng
630102197301010016
116-1-231, Shandong Road, South Xining City, Qinghai. Zip code:810007
8000
627
83246
Zhu Zhenqiu
31011119380925041X
Room102, No.3, Haibin No.4 Village, Baoshan District, Shanghai
2200
628
83248
Liu Chuyi
420106511123483
7-3-2, No.35, Geology Village, Qiaokou District, Wuhan, Hubei
2860
629
83251
Cao Zhihong
140102196404062061
No.2 Building, H Area, Qiaodongjie, Taiyuan, Shanxi
4400
630
83253
Wang Xiaoyu
362132720109001
B-1-201, No.6, Renmin Alley, Ganzhou, Jiangxi.
17600
 
 
31

 
631
83254
Gong Xiaolan
370502195608153221
No.902, A No.1 Building, No.20, College Road, Haidian District, Beijing
8600
632
83255
Lv Shijun
110111196311015574
2-4-502, No.1 Courtyard, Dongyingli, Fengtai District, Beijing
2200
633
83286
Wang Yiping
412824700423355
Shen Yingshi c/o Wang Yiping, Room 1302, No.20 Building, Yuhuixili, Chaoyang District, Beijing
2200
634
83296
Liu Quanguang
11022219491121242X
No.808, No.8 Door, No.9, Sanhuqiao South Road, Zizhuyuan, Haidian District, Beijing
2200
635
83298
Liu Yibin
110108193605072265
No.201, Unit 1, No.5 Building, No.49, Garden North Road, Haidian District, Beijing
2200
636
83299
Liu Wei
11010119550927403X
No.508, No.2 Building, No.2 Area, Anzhenli, Chaoyang District, Beijing
4400
637
83300
Han Baohua
110101195501080580
No.1207, No.306 Building, Beili, Shaoyaojubeili, Chaoyang District, Beijing
6600
638
83592
Fu Changzheng
360102198106148019
No.80, Fuhong Road, Nongovernmental Business Technology Park, Yushan Town, Kunshan, Jiangsu
6600
639
83599
Wei Ping
110101198403020561
No. 150, Dongsiwutiao, Dongcheng District, Beijing
3300
640
83602
Wang Wenzhu
130102830318062
No.23, East Lane, Lumicang, Dongcheng District, Beijing
2860
641
83603
Tian Jing
110104195904132524
No.1402, Unit A, No.1 Building, No.62 Courtyard, Basin Lane, Xuanwu District, Beijing
2200
642
83605
Li Wei
110105195704055444
No.302, Unit 8, No.1 Building, No.2 Courtyard, Xiangluyingtoutiao, Xuanwu District, Beijing
2200
643
83609
Zhang Wenrong
130404711209092
No.1, Unit 2, No.56 Building, No.18, Qianjindajie, Fuxing District Handan, Hebei
2200
644
83614
Zhao Yusheng
110105194907050016
Room 806, Unit 46, Huawei North Lining, Chaoyang District, Beijing.
2200
645
83758
Wang Jian
110104196710060010
No.1102, No.9 Building, Panjiayuannanli, Chaoyang District, Beijing
4400
646
83759
Tang Xuhong
412924661116322
Modern Driver Newspaper Office, 11th Floor, No.18 Building, No.3 Area, Anhuaxili, Chaoyang District, Beijing
2200
647
83760
Liu Lifei
110106195803063382
No.1606, No.416 Building, Huizhongli, Chaoyang District, Beijing
2200
648
83763
Huang Xinqi
360102196405013350
Room West 1202, No.56, Zi'an Road, Nanchang, Jiangxi
8600
649
83766
Yuan Yuan
110108198007264227
49-B-2, No.28 Courtyard, Wanshou Road, Haidian District, Beijing
4400
650
83767
Zhang Hai
110105197008245470
6-2-601, No.3, Xiaohuangzhuangqianjie, Chaoyang District, Beijing
2200
651
83789
Cui Shibao
110106195510114211
21-1-301, Liujiayaonanli, Fengtai District, Beijing
2200
652
83792
Zhao Lingyun
330105197912071019
Room 301, Unit 2, No.1 Building, Pedagogical School New Village, Wen'er Road, West Lake District, Hangzhou
2200
653
83794
Xie Mei
110105196408136121
No.501, Unit 5, No.2 Building, Yangfangdian, Haidian District, Beijing
4400
654
83803
Zhu Xiaojing
341226197809100248
18-17-1-12, Renmin East Road, Chengguan Town, Yinshang County, Anhui
4400
655
83846
Qiang Guanxiu
341226195611100016
Residence Area, Chengguan Town Traffic Bureau, Yingshang County, Anhui
2200
656
84011
Liu Hongtao
110108197202162117
No.401, No.801 Building, Zhongguancun, Haidian District, Beijing
4400
657
84012
Wang Hongmin
110108197610246029
No.303, Unit 4, No.5 Building, A No.17, Big Willow Road, Haidian District, Beijing
5720
658
84013
Wang Lihua
110109198307193623
No.345, Tianzhuangju, Tianzhuang Village, Yanchi Town, Mentougou District, Beijing
2200
659
84016
Yin Xudong
110101195407185036
No.1301, No.14 Building, Huayanbeili, Chaoyang District, Beijing
2200
660
84023
Li Zhongxiu
510215630128252
2-16, No.90, Yuejin Village, Dadukou District, Chongqing.
2860
 
 
32

 
661
84041
Yuan Ge
210106690509213
4-6-1, No.3-2, Yunfengnanjie, Tiexi District, Shenyang, Liaoning
2200
662
84044
Zhang Qinghui
350500450130001
No.B-602, Technics Lodging House, Xiuhuijie, Puxi, Fengze District, Quanzhou, Fujian
2288
663
84068
Wang Chungeng
110108194512156018
No.303, Unit 4, No.5 Building, A No.17, Big Willow Road, Haidian District, Beijing
5720
664
84069
Yuan Yinghui
110108194907016028
No.303, Unit 4, No.5 Building, A No.17, Big Willow Road, Haidian District, Beijing
5720
665
84185
Ye Min
110104197205132014
No.408, No.5 Building, No.3 Area, Kaiyangli, Fengtai District, Beijing
5720
666
 
An Sixiao
610122198209077564
No.5,West Main Street,Cheng Guan Town,Fu Feng Country, Xi'an
729995
667
 
Quan Jun
610113197402177910
10-6-62,South Area Of The Fifth Yard,Kunming Road,Yan Ta District,Xi'an
100000
668
 
Sun Wei
610104690218731
13-6,Jian Hua Road,Lian Hu District,Xi'an
50000
 
 
 
 
 
2200000
 
 
 
33

 

 
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT

BY AND AMONG

ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.,
 
BARRON PARTNERS LP

AND

EOS HOLDINGS, LLC
 
DATED

FEBRUARY 25, 2008
 
SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT
 
This SECURITIES PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of the 25th day of February, 2008 between Entech Environmental Technologies, Inc. , a Florida corporation (the “ Company ”), and each of the parties signatory hereto (each an “ Investor ”, and collectively, the “ Investors ”).
 
RECITALS
 
WHEREAS , the Investors wish to purchase from the Company, upon the terms and subject to the conditions of this Agreement, for the Purchase Price, as hereinafter defined, an aggregate of (i) 2,833,333 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (“ Series B Preferred Stock ”), with each share of Series B Preferred Stock being initially convertible into one (1) share of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), subject to adjustment, and (ii) common stock purchase warrants to purchase Seven Million   (7,000,000) shares of Common Stock at Three Dollar ($3.00) per share (collectively, the “ Warrants ”).
 
WHEREAS , the Investors are purchasing Securities in the amounts set forth in Schedule A of this Agreement;

WHEREAS , the parties intend to memorialize the terms on which the Company will sell to the Investors and the Investors will purchase the Securities;

NOW, THEREFORE , in consideration of the mutual covenants and premises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby conclusively acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Article 1
 
INCORPORATION BY REFERENCE AND DEFINITIONS
 
1.1   Incorporation by Reference . The foregoing recitals and the exhibits and schedules attached hereto and referred to herein, are hereby acknowledged to be true and accurate, and are incorporated herein by this reference.
 
1.2   Supersedes Other Agreements . This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties, shall supersede such instrument or understanding to the fullest extent permitted by law. A copy of this Agreement shall be filed at the Company’s principal office.
 

 
1.3   Certain Definitions . For purposes of this Agreement, the following capitalized terms shall have the following meanings (all capitalized terms used in this Agreement that are not defined in this Article 1 shall have the meanings set forth elsewhere in this Agreement):
 
1.3.1   4.9% Limitation ” has the meaning set forth in Section 2.1.2 of this Agreement.
 
1.3.2   1933 Act ” means the Securities Act of 1933, as amended.
 
1.3.3   1934 Act ” means the Securities Exchange Act of 1934, as amended.
 
1.3.4   Affiliate ” means a Person or Persons directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the Person(s) in question. The term “control,” as used in the immediately preceding sentence, means, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of such controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such controlled Person.
 
1.3.5   Articles ” means the Articles of Incorporation of the Company, as the same may be amended from time to time.
 
1.3.6   Authorized Stock Proviso ” has the meaning set forth in Section 4.4.3 of this Agreement.
 
1.3.7   Board of Directors ” means the Board of Directors of the Company
 
1.3.8   Bylaws ” means the Bylaws of the Company, as the same may be amended from time to time.
 
1.3.9   Certificate of Designation ” means the Certificate of Designations, Preferences and Rights, with respect to the Series B Preferred Stock. The Certificate of Designation shall be in substantially the form of Exhibit A to this Agreement.
 
1.3.10   Closing   means the consummation of the transactions contemplated by this Agreement, all of which transactions shall be consummated simultaneously.
 
1.3.11   Closing Date ” shall have the meaning set forth in Section 3.1 of this Agreement.
 
1.3.12   Closing Escrow Agreement ” shall mean the agreement between the Company, the Investors and the Escrow Agent pursuant to which securities are deposited into escrow to be held as provided in Section 6 of this Agreement. The Closing Escrow Agreement shall be in substantially the form of Exhibit B to this Agreement.
 
1.3.13   Common Stock ” means the Company’s common stock, which is presently designated as the common stock, par value $0.001 per share.
 
1.3.14   Company’s Governing Documents ” means the Articles and Bylaws.
 
1.3.15   Escrow Agent ” means Tri-State Tile and Escrow, LLC, a Virginia limited liability company.
 
1.3.16   Escrow Agreement ” means the Escrow Agreement dated February 7, 2008, among the Company, the Investors and the Escrow Agent. The Escrow Agreement shall be in substantially the form of Exhibit C to this Agreement.
 
1.3.17   Exempt Issuance ” means the issuance of (a) shares of Common Stock or options to employees, officers, directors and consultants (other than consultants whose services relate to the raising of funds) of the Company pursuant to any stock or option plan that was or may be adopted by (i) a majority of independent members of the Board of Directors or (ii) a majority of the members of a committee of independent directors established for compensatory purposes, (b) securities upon the exercise or conversion of any securities issued hereunder or pursuant to other Transaction Documents, the Series B Preferred Stock, the Warrants and the Certificate of Designation and (c), (d) securities issued pursuant to acquisitions, licensing agreements, or other strategic transactions provided, with respect to clause (e), any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business which the Board of Directors believes is beneficial to the Company and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
 
1.3.18   Florida Law ” shall mean the Florida Business Corporation Act, as amended from time to time.
 
2

 
1.3.19   Fully Diluted Shares Outstanding ” means all shares of Common Stock issuable upon conversion of convertible securities and upon exercise of warrants and options (whether or not vested) regardless of whether (i) such shares are treated as outstanding for determining diluted earnings per share under GAAP, (ii) such securities are “in the money,” or (iii) such shares may be issued as a result of the 4.9% Limitation.
 
1.3.20   GAAP ” means United States generally accepted accounting principles consistently applied.
 
1.3.21 Make Good Escrow Stock ” means 2,000,000 shares of Series B Preferred Stock.
 
1.3.22 Material Adverse Effect ” means any adverse effect on the business, operations, properties or financial condition of the Company or any of its Subsidiaries that is material and adverse to the Company and its Subsidiaries taken as a whole and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company or any Subsidiary to perform any of its material obligations under this Agreement, the Registration Rights Agreement or the Warrants or to perform its obligations under any other material agreement.
 
1.3.23   Person ” means an individual, partnership, firm, limited liability company, trust, joint venture, association, corporation, or any other legal entity.
 
1.3.24   Preferred Stock ” means the Company’s authorized preferred stock, par value $0.001 per share.
 
1.3.25   Pre-Tax Income means, with respect to any complete fiscal year, income before income taxes determined in accordance with GAAP plus (a) any cash or non-cash charges relating to the transaction contemplated by the Transaction Documents (including, without limitation, any charges for derivative instruments), minus (b) the amount, if any, by which all non-recurring losses or expenses exceed all non-recurring items of income or gain. Pre-Tax Income shall not be adjusted if all non-recurring items of income or gain exceed all non-recurring losses or expenses. Items shall be deemed to be non-recurring only if they qualify as non-recurring pursuant to GAAP .
 
1.3.26   Pre-Tax Income Per Share means with respect to a particular fiscal year, the Pre-Tax Income for such fiscal year divided by the Fully Diluted Shares Outstanding at the end of such fiscal year.
 
1.3.27   Purchase Price ” means the three million and four hundred thousand dollars ($3,400,000) to be paid by the Investors to the Company for the Securities.
 
1.3.28   Registration Rights Agreement ” means the registration rights agreement by and among the Investors and the Company in substantially the form of Exhibit D to this Agreement.
 
1.3.29   Registration Statement ” means the registration statement under the 1933 Act to be filed with the SEC for the registration of the Shares pursuant to the Registration Rights Agreement.
 
1.3.30   Required Pre-Tax Income Per Share means with respect to a particular fiscal year, the applicable Target Number (as defined in Section 6.16) for such fiscal year divided by the Fully Diluted Shares Outstanding at the end of such fiscal year.
 
1.3.31   Restricted Stockholders ” shall have the meaning set forth in Section 6.17 of this Agreement.
 
1.3.32   Restriction Termination Date ” shall mean the date on which the Investors shall have (a) converted or sold all shares of Series B Preferred Stock and exercised or sold all Warrants (other than Warrants that shall have expired unexercised) and (b) sold the underlying Shares (other than the shares issuable upon exercise of the Warrants that shall have expired unexercised) in the public market.
 
1.3.33   Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
 
1.3.34   Securities ” means the shares of Series B Preferred Stock, the Warrants and the Shares.
 
1.3.35   SEC ” means the Securities and Exchange Commission.
 
3

 
1.3.36   SEC Documents ” means, at any given time, the Company’s latest Form 10-K or Form 10-KSB, all Forms 10-Q or 10-QSB, 8-K and all proxy statements or information statements filed between the date the most recent Form 10-K or Form 10-KSB was filed and the date as to which a determination is being made.
 
1.3.37   Series B Preferred Stock ” means the shares of Series B Preferred Stock having the rights, preferences and privileges and subject to the limitations set forth in the Certificate of Designation.
 
1.3.38   Shares ” means, collectively, the shares of Common Stock issued or issuable (i) upon conversion of the Series B Preferred Stock and (ii) upon exercise of the Warrants.
 
1.3.39   Share Exchange Agreement ” means the share exchange agreement dated February ___, 2008 by and among the Company, Terrence Leong, and the shareholders of Pacific Industry Holding Group Co., Ltd..
 
1.3.40   Subsidiary ” means an entity in which the Company and/or one or more other Subsidiaries directly or indirectly own either 50% of the voting rights or 50% of the equity interests.
 
1.3.41   Subsequent Financing ” means any offer and sale of shares of Preferred Stock or debt that is initially convertible into shares of Common Stock or otherwise senior or superior to the Series B Preferred Stock.
 
1.3.42   Target Number ” with respect to any fiscal year, has the meaning set forth in Section 6.16 of this Agreement.
 
1.3.43   Total Shares ” means the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock and exercise of the Warrants, as adjusted from time to time in accordance with the Certificate of Designation and the terms of the Warrants.
 
1.3.44   Transaction Documents ” means this Agreement, all schedules and exhibits attached hereto, the Share Exchange Agreement, the Certificate of Designation, the Warrants, the Registration Rights Agreement, the Closing Escrow Agreement, the Escrow Agreement and all other documents and instruments to be executed and delivered by the parties in order to consummate the transactions contemplated hereby.
 
1.3.45   Warrants ” means the common stock purchase warrants in substantially the form of Exhibits E-1 to this Agreement.
 
1.4   All references in this Agreement to “herein” or words of like effect, when referring to preamble, recitals, article and section numbers, schedules and exhibits shall refer to this Agreement unless otherwise stated.
 
Article 2

SALE AND PURCHASE OF SECURITIES; PURCHASE PRICE
 
2.1   Sale of Securities.  
 
2.1.1   Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company agrees to sell to the Investors, and each Investor agrees to purchase from the Company, on the Closing Date, the number of Securities and for the Purchase Price set forth after such Investor’s name on Schedule A attached hereto. At or prior to the Closing each Investor shall wire the portion of the Purchase Price set forth opposite such Investor’s name on Schedule A to the Escrow Agent, who shall release the Purchase Price to the Company upon receipt of instructions from the Investors and the Company as provided in the Escrow Agreement. The Company shall cause the Securities to be issued to the Investors upon the release of the Purchase Price to the Company by the Escrow Agent pursuant to the terms of the Escrow Agreement.
 
2.1.2   Except as expressly provided in the Certificate of Designation , the Investors shall not be entitled to convert the Series B Preferred Stock into shares of Common Stock or to exercise the Warrants to the extent that such conversion or exercise would result in beneficial ownership by the Investors and their respective Affiliates of more than 4.9% of the then outstanding number of shares of Common Stock on such date after giving effect to such conversion or exercise. For the purposes of this Agreement, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act, and Regulation 13d-3 thereunder. The limitation set forth in this Section 2.1.2 is referred to as the “ 4.9% Limitation .”
 
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Article 3
 
CLOSING DATE AND DELIVERIES AT CLOSING
 
3.1   Closing Date . The Closing of the transactions contemplated by this Agreement, unless expressly determined herein, shall be held at the offices of Guzov Ofsink, LLC, 600 Madison Avenue, New York, New York 10022, at 2:00 P.M. local time, on __________ or on such other date and at such other place as may be mutually agreed by the parties, including closing by facsimile with originals to follow (the “ Closing Date ”).
 
3.2   Deliveries by the Company . In addition to and without limiting any other provision of this Agreement, the Company agrees to deliver, or cause to be delivered, to the Escrow Agent under the Closing Escrow Agreement, the following:
 
(a)   At or prior to Closing, an executed Agreement with all exhibits and schedules attached hereto;
 
(b)   At the Closing, shares of Series B Preferred Stock and Warrants in the name of the Investors in the numbers set forth in Schedule A to this Agreement;
 
(c)   The executed Registration Rights Agreement;
 
(d)   The executed Escrow Agreement and Closing Escrow Agreement;
 
(e)   Copies of all SEC correspondence, if any, since the last Form 10-KSB and any correspondence which was issued prior to the last Form 10-KSB, if any, which has not been resolved to the satisfaction of the SEC;
 
(f)   Schedule of all amounts owed (cash and stock) to officers, consultants and key employees (salary, bonuses, etc.);
 
(g)   Certifications in form and substance acceptable to the Company and the Investors from any and all brokers or agents involved in the transactions contemplated hereby as to the amount of commission or compensation payable to such broker or agent as a result of the consummation of the transactions contemplated hereby and from the Company or Investors, as appropriate, to the effect that reasonable reserves for any other commissions or compensation that may be claimed by any broker or agent have been set aside
 
(h)   Copies of management letters from the Company’s registered independent accounting firm issued in connection with the Company’s most recent audit;
 
(i)   Evidence of approval by the Board of Directors of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby;
 
(j)   Agreements from the Restricted Stockholders pursuant to Section 6.17 of this Agreement;
 
(k)   Good standing certificate from the Secretary of State of the State of Florida;
 
(l)   Copy of the Company’s Articles and the Certificate of Designation, as currently in effect, certified by the Secretary of State of the State of Florida;
 
(m)   An opinion from the Company’s legal counsel, Guzov Ofsink, LLC, concerning this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby in form and substance reasonably acceptable to the Investors;
 
(n)   Executed disbursement instructions pursuant to the Escrow Agreement, which shall provide that the Escrow Agent continue to hold $100,000 to pay the Company’s anticipated obligations to its investor relations company;
 
(o)   Copies of (i) all executive employment agreements which have not been disclosed in the Company’s Form 10-KSB for the year ended December 31, 2006, (ii) all past and present financing documents or other documents where stock could potentially be issued or issued as payment, (iii) all past and present material litigation documents which have not been disclosed in the Company’s Form 10-KSB for the year ended December 31, 2006; and
 
(p)   Such other documents or certificates as shall be reasonably requested by the Investors or their counsel.
 
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3.3   Deliveries by the Investors . In addition to and without limiting any other provision of this Agreement, the Investors agree to deliver, or cause to be delivered, to the Escrow Agent under the Closing Escrow Agreement, the following:
 
(a)   The Purchase Price;
 
(b)   The executed Agreement with all exhibits and schedules attached hereto;
 
(c)   The executed Registration Rights Agreement;
 
(d)   The executed Escrow Agreement and the Closing Escrow Agreement;
 
(e)   The executed disbursement instructions pursuant to the Escrow Agreement; and
 
(f)   Such other documents or certificates as shall be reasonably requested by the Company or its counsel.
 
3.4   Delivery of Original Documents . In the event any document provided to the other party in Paragraphs 3.2 and 3.3 herein is provided by facsimile, the party shall forward an original document to the other party within seven (7) business days.
 
3.5   Further Assurances . The Company and the Investors shall, upon request, on or after the Closing Date, cooperate with one other by furnishing any additional information, executing and delivering any additional documents and/or other instruments and doing any and all such things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.
 
3.6   Waiver . The Investors may waive any of the requirements of Section 3.2 of this Agreement, and the Company may waive any of the provisions of Section 3.3 of this Agreement. The Investors may also waive any of the requirements of the Company under   the Escrow Agreement and the Closing Escrow Agreement.
 
Article 4
 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
The Company represents and warrants to the Investors as of the date hereof and as of Closing Date (which warranties and representations shall survive the Closing regardless of any examinations, inspections, audits and other investigations the Investors have heretofore made or may hereinafter make with respect to such warranties and representations) as set forth below. The Investors are entering into this Agreement in reliance on the representations and warranties set forth in this Agreement and no reliance is being placed on oral representations, if any, that may have been made prior to the execution and delivery of this Agreement.
 
4.1   Organization and Qualification . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and is duly qualified to do business in any other jurisdiction where the nature of the businesses conducted by it or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified will not have a Material Adverse Effect on the business, operations, properties, assets, financial condition or results of operation of the Company and its Subsidiaries taken as a whole.
 
4.2   Company’s Governing Documents . Complete and correct copies of the Company’s Governing Documents (a) have been provided to the Investors and (b) have been filed with the SEC in accordance with the regulations of the SEC and (c) will be in full force and effect on the Closing Date.
 
4.3   Capitalization .
 
4.3.1   The authorized and outstanding capital stock of the Company as of the date of this Agreement and as adjusted to reflect the issuance and sale of the Securities pursuant to this Agreement and the other Transaction Documents is set forth in Schedule 4.3.l to this Agreement. Schedule 4.3.1 also lists all shares issuable pursuant to employment, consulting and other services agreements, acquisition agreements, options and equity-based incentive plans, debt securities, convertible securities, warrants, financing or business relationships as well as each agreement, plan, arrangement or understanding pursuant to which any shares of any class of capital stock may be issued (except as previously disclosed in the Company’s filings with the SEC and except for shares issuable hereunder or under the other Transaction Documents), a copy of each of which has been provided to the Investors.
 
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4.3.2   All shares of capital stock to be issued pursuant to this Agreement have been duly authorized and when issued, will be validly issued, fully paid and non-assessable and free of preemptive rights.
 
4.3.3   Except pursuant to this Agreement, the other Transaction Documents and as set forth in Schedule 4.3.1 or as previously disclosed in the Company’s filings with the SEC, as of the date hereof, there are no outstanding options, warrants, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any class of capital stock of the Company, or agreements, understandings or arrangements to which the Company is a party, or by which the Company is or may be bound, to issue additional shares of its capital stock or options, warrants, scrip or rights to subscribe for, calls or commitment of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of any class of its capital stock. The Company agrees to inform the Investors in writing of any additional warrants or other awards granted prior to the Closing Date.
 
4.4 Authority .
 
4.4.1   The Company has all requisite corporate power and authority to execute and deliver this Agreement, the Securities, the Registration Rights Agreement, the Escrow Agreement and any other Transaction Documents to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Securities, the Registration Rights Agreement, the Escrow Agreement and any other Transaction Documents to which the Company is a party, have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company is necessary to authorize this Agreement or any other Transaction Document or to consummate the transactions contemplated hereby and thereby except as disclosed in this Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the court.
 
4.4.2   The Securities, when issued pursuant to this Agreement, constitute the legal, valid, and binding obligations of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the court. The Certificate of Designation has been approved by the Board of Directors. Upon the filing of the Certificate of Designation, the Series B Preferred Stock, when issued, will be duly and validly authorized and issued, fully paid and non-assessable. The Warrants constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the court. All the Securities, when so issued, will be free and clear of all liens, charges, claims, options, pledges, restrictions, preemptive rights, rights of first refusal and encumbrances whatsoever (other than those, if any, incurred by the Investors).
 
4.4.3   Notwithstanding any contrary representations and warranties, no representation is made with respect to the ability of any Investor to convert the Series B Preferred Stock or exercise any Warrant if and to the extent that the conversion price of the Series B Preferred Stock, as defined in the Certificate of Designation, or the number of shares of Common Stock issuable upon exercise of the Warrants would result in the issuance of a number of shares of Common Stock which is greater than the amount by which the authorized shares of Common Stock exceeds the sum of the outstanding Common Stock and the shares of Common Stock reserved for issuance pursuant to outstanding agreements and outstanding options, warrants, rights, convertible securities and other securities upon the exercise or conversion of which (or pursuant to the terms of which) additional shares of Common Stock may be issuable (the foregoing proviso being referred to as the “ Authorized Stock Proviso ”).
 
4.5 No Conflict; Required Filings and Consents . Neither the issuance of the Securities, nor the execution and delivery of this Agreement and other Transaction Documents by the Company and the performance by the Company of its obligations hereunder and thereunder will: (i) conflict with or violate the Company’s or any Subsidiary’s Governing Instruments; (ii) conflict with, breach or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, “ Laws ”) in effect as of the date of this Agreement and applicable to the Company or any Subsidiary; or (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, give to any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets is bound, other than (with respect to clauses (i), (ii) and (iii) above) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens that would not, in the aggregate, have a Material Adverse Effect and except to the extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company will seek stockholder approval to effect an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5.
 
4.6 Report and Financial Statements . Set forth in Schedule 4.4 attached hereto is Shaanxi Tianren’s   audited consolidated financial statements, certified by Child, Van Wagoner & Bradshaw, PLLC (the “ Auditor ”), Shaanxi Tianren’s independent registered accounting firm. Each of the consolidated balance sheets contained in Schedule 4.4 fairly presents the financial position of the Company, as of its date, and each of the consolidated statements of income, stockholders’ equity and cash flows (including any related notes and schedules thereto) fairly presents the results of operations, cash flows and changes in stockholders’ equity, as the case may be, of Shaanxi Tianren for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved. The Auditor is independent as to Shaanxi Tianren in accordance with the rules and regulations of the SEC. The books and records of Shaanxi Tianren and its subsidiaries have been, and are being, maintained in all material respects in accordance applicable legal and accounting requirements and reflect only actual transactions.
 
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4.7 Compliance with Applicable Laws . Neither the Company nor any Subsidiary is in violation of, or, to the knowledge of the Company is under investigation with respect to, or has been given notice or has been charged with the violation of, any Law of a governmental agency, except for violations which individually or in the aggregate do not have a Material Adverse Effect.
 
4.8 Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.
 
4.9 SEC Documents . The Investors acknowledge that the Company is a publicly held company and has made available to the Investors upon request true and complete copies of any requested SEC Documents. The Company has registered its Common Stock pursuant to Section 12(d) of the 1934 Act, and the Common Stock is quoted and traded on the OTC Bulletin Board of the National Association of Securities Dealers, Inc. The Company has received no notice, either oral or written, with respect to the continued quotation or trading of the Common Stock on the OTC Bulletin Board. The Company has not provided to the Investors any information that, according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but which has not been so disclosed. The SEC Documents, taken as a whole, complied in all material respects with the requirements of the 1934 Act, and rules and regulations of the SEC promulgated thereunder and the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
 
4.10 Litigation . To the knowledge of the Company, no litigation, claim, or other proceeding before any court or governmental agency is pending or to the knowledge of the Company, threatened against the Company, the prosecution or outcome of which may affect the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.
 
4.11 [Intentionally Omitted.]
 
4.12 Exemption from Registration . Subject to the accuracy of each Investor’s representations in Article V of this Agreement, except as required pursuant to the Registration Rights Agreement, the sale of the Series B Preferred Stock and Warrants by the Company to such Investor will not require registration under the 1933 Act. When issued upon conversion of the Series B Preferred Stock or upon exercise of the Warrants in accordance with their terms, the shares of Common Stock underlying the Series B Preferred Stock and the Warrants will be duly and validly authorized and issued, fully paid, and non-assessable. The Company is issuing the Series B Preferred Stock and the Warrants in accordance with and in reliance upon the exemption from registration afforded, inter alia, by Rule 506 under Regulation D as promulgated by the SEC under the 1933 Act, and/or Section 4(2) of the 1933 Act.
 
4.13 No General Solicitation or Advertising in Regard to this Transaction . Neither the Company nor any of its Affiliates nor, to the knowledge of the Company, any Person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D as promulgated by the SEC under the 1933 Act) or general advertising with respect to the sale of the Series B Preferred Stock or Warrants, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the Series B Preferred Stock or Warrants under the 1933 Act, except as required herein and the other Transaction Documents.
 
4.14   No Material Adverse Effect . Since December 31, 2006, no event or circumstance resulting in a Material Adverse Effect has occurred or exists with respect to Shaanxi Tianren. No material supplier or customer has given notice, oral or written, that it intends to cease or reduce the volume of its business with Shaanxi Tianren from historical levels. Since December 31, 2006, no event or circumstance has occurred or exists with respect to Shaanxi Tianren or its businesses, properties, operations or financial condition, that, under any applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by Shaanxi Tianren but which has not been so publicly announced or disclosed in writing to the Investors.
 
Material Non-Public Information . The Company has not disclosed to the Investors any material non-public information that (i) if disclosed, would reasonably be expected to have a material effect on the price of the Common Stock or (ii) according to applicable law, rule or regulation, should have been disclosed publicly by the Company prior to the date hereof but which has not been so disclosed. After the Closing Date, the Company shall not communicate with Barron in any way, including phone conversations, e-mails, and all other forms of communication, any material information which is not already disclosed in previously filed SEC documents. If after the Closing, the Company provides Barron material non-public information, the Company will within 24 hours file a report on Form 8-K or on another appropriate form of report to disclose that information to the general public.

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4.15 Internal Controls And Procedures . Shaanxi Tianren maintains books and records and internal accounting controls which provide reasonable assurance that (i) all transactions to which Shaanxi Tianren is a party or by which its properties are bound are executed with management’s authorization; (ii) the recorded accounting of the Company’s consolidated assets is compared with existing assets at regular intervals; (iii) access to Shaanxi Tianren’s consolidated assets is permitted only in accordance with management’s authorization; and (iv) all transactions to which Shaanxi Tianren is a party or by which any of its properties are bound are recorded as necessary to permit preparation of the financial statements of the Tianren in accordance with the applicable accounting rules, and with respect to any such financial statements prepared for the fiscal years 2005 and 2005 and the interim period ended September 30, 2007, in accordance with GAAP.
 
4.16   Full Disclosure . No representation or warranty made by the Company in this Agreement and no certificate or document furnished to the Investors pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein, taken as a whole and in the light of the circumstances under which they were made herein or therein, not misleading.
 
Article 5
 
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
 
Each Investor represents and warrants to the Company as of the date hereof and as of Closing Date (which warranties and representations shall survive the Closing regardless of any examinations, inspections, audits and other investigations the Company has heretofore made or may hereinafter make with respect to such warranties and representations) as set forth below:
 
5.1   Concerning the Investor . The state in which any offer to purchase shares hereunder was made or accepted by the Investor is the state shown as the Investor’s address. The Investor was not formed for the purpose of investing solely in the Securities.
 
5.2   Authorization and Power . The Investor has the requisite corporate power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Escrow Agreement and any other Transaction Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Investor and the consummation by the Investor of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of the Investor is necessary to authorize the foregoing agreements or to consummate the transactions contemplated hereby or thereby. This Agreement, the Registration Rights Agreement, the Escrow Agreement, the Closing Escrow Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Investor and at the Closing shall constitute legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application affecting the enforcement of creditors’ rights and except that any granting of equitable relief is in the discretion of the court.
 
5.3   No Conflicts . The execution, delivery and performance of this Agreement, the Registration Rights Agreement, the Escrow Agreement and the other Transaction Documents to which the Investor is a party, and the consummation by the Investor of the transactions contemplated hereby or thereby or relating hereto or thereto do not and will not (i) result in a violation of the Investor’s charter documents or bylaws where appropriate or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement, indenture or instrument to which the Investor is a party, or result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a Material Adverse Effect on the Investor). The Investor is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of the Investor’s obligations under this Agreement, the Registration Rights Agreement, the Closing Escrow Agreement, the Escrow Agreement and the other Transaction Documents to which the Investor is a party, or to purchase the Securities from the Company in accordance with the terms hereof.
 
5.4   Financial Risks . The Investor acknowledges that the Investor is able to bear the financial risks associated with an investment in the Securities being purchased by the Investor from the Company and that it has been given full access to such records of the Company and its Subsidiaries and to the officers of the Company and its Subsidiaries as it has deemed necessary or appropriate to conduct its due diligence investigation. The Investor is capable of evaluating the risks and merits of an investment in the securities being purchased by the Investor from the Company by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and the Investor is capable of bearing the entire loss of its investment in the securities being purchased by the Investor from the Company.
 
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5.5   Accredited Investor . The Investor is (i) an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act by reason of Rule 501(a)(3) and (6), (ii) experienced in making investments of the kind and under the terms and conditions described in this Agreement and the other Transaction Documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement and the other Transaction Documents, (iv) able to afford the entire loss of its investment in the securities being purchased by the Investor from the Company.
 
5.6   Brokers . Except as set forth on Schedule 5.6, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or Commission in connection with the transactions contemplated by this Agreement and the other Transaction Documents based upon arrangements made by or on behalf of the Investor.
 
5.7   Knowledge of Company . The Investor and its advisors, if any, have been, upon request, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the securities being purchased by the Investor from the Company. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received complete and satisfactory answers to any such inquiries.
 
5.8   Risk Factors . The Investor understands that the Investor’s investment in the securities being purchased by the Investor from the Company involves a high degree of risk. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the securities being purchased by the Investor from the Company. The Investor warrants that the Investor is able to bear the complete loss of its investment in the securities being purchased by the Investor from the Company.
 
5.9   Full Disclosure . No representation or warranty made by the Investor in this Agreement and no certificate or document furnished to the Company pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained herein or therein not misleading. Except as set forth or referred to in this Agreement, the Investor does not have any agreement or understanding with any person relating to acquiring, holding, voting or disposing of any securities of the Company.
 
Article 6  
 
COVENANTS OF THE COMPANY
 
6.1   Reservation of Shares . As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, the maximum number of Shares for the purpose of enabling the Company to issue the shares issuable on conversion of the Series B Preferred Stock and on exercise of the Warrants without giving effect to any adjustments.
 
6.2   Compliance with Laws . The Company hereby agrees to comply in all material respects with the Company’s reporting, filing and other obligations under the securities Laws.
 
6.3   Exchange Act Registration . The Company will continue its obligation to report to the SEC under Section 12 of the 1934 Act and will use its best efforts to comply in all material respects with its reporting and filing obligations under the 1934 Act, and will not take any action or file any document (whether or not permitted by the 1934 Act or the rules thereunder) to terminate or suspend any such registration or to terminate or suspend its reporting and filing obligations under the 1934 except as permitted under the Transaction Documents until the Investors have disposed of all of their Shares.
 
6.4   Corporate Existence; No Conflicting Agreements . The Company will take all steps necessary to preserve and continue the corporate existence of the Company. The Company shall not enter into any agreement, the terms of which agreement would restrict or impair the right or ability of the Company to perform any of its obligations under this Agreement or any of the other agreements attached as exhibits hereto.
 
6.5   Listing, Securities Exchange Act of 1934 and Rule 144 Requirements . The Company shall not take any action or file any document (whether or not permitted by the Securities Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act except as permitted under the Transaction Documents. The Company will take all action necessary to continue the quotation or listing of its Common Stock on the OTC Bulletin Board or other exchange or market on which the Common Stock is trading or may be traded in the future. If, for any time after the Closing, the Company is no longer no longer regulated by the Securities Exchange Act of 1934 or is not a fully reporting Company, then, subject to the limit set forth in Section 6.27, the Company shall pay to the Investors, pro rata, as liquidated damages and not as a penalty, an amount equal to fourteen percent (1 4 %) of the Purchase Price per annum, payable monthly in cash calculated based on the number of days that the Company shall not be in compliance with this Section 6.5. Subject to the terms of the Transaction Documents, the Company further covenants that it will take such further action as the Investors may reasonably request, all to the extent required from time to time to enable the Investors to sell the Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. Upon the request of an Investors, the Company shall deliver to such Investor a written certification of a duly authorized officer as to whether it has complied with such requirements.
 
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6.6   Preferred Stock . On or prior to the Closing Date, the Company will cause to be canceled all preferred stock in the Company with the exceptions of Preferred Stock issued to the Investors. For a period of three years from the Closing Date, for so long as the Investors shall continue to beneficially own 20% of the Series B Preferred Stock issued hereunder, the Company will not issue any preferred stock of the Company with the exception of Preferred Stock issued to the Investors.
 
6.7   Convertible Debt . On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For a period of three years from the Closing Date, for so long as the Investors shall continue to beneficially own 20% of the Series B Preferred Stock issued hereunder, the Company will not issue any convertible debt.
 
6.8   [Intentionally omitted.]
 
6.9   No Outside Interests . Until the Restriction Termination Date, the Company’s chairman, chief executive officer, chief financial officer will not have any business interests or activities other than as the Company’s, except that they may devote time which shall not be material and which shall not interfere with his duties as the Company’s chief executive officer, to personal passive investments and charitable and community activities.
 
6.10   Debt Limitation . Until the expiration of two (2) years from the Closing Date, at any given date, the Company’s debt-to- EBITDA ratio shall not exceed 3.5:1 for the most recent 12-months period.
 
6.11   Independent Directors . No later than sixty (60) days after the Closing Date, the Company shall increase the size of the Board to five or seven and shall cause the appointment of the majority of the Board of Directors to be independent directors, as defined by the rules of the Nasdaq Stock Market. If, for any time after the Closing, the Company is no longer in compliance with this Section 6.11, then, subject to the limit set forth in Section 6.27, the Company shall pay to the Investors, pro rata, as liquidated damages and not as a penalty, an amount equal to fourteen percent (1 4 %) of the Purchase Price per annum, payable monthly in cash as calculated based on the number of days that the Company shall not be in compliance with this Section 6.11.
 
6.12   Independent Directors on Audit and Compensation Committees. No later than sixty (60) days after the Closing Date, the Company shall have an audit committee comprised solely of not less than three independent directors and a compensation committee comprised of not less than three directors, a majority of whom are independent directors. If, for any time after the Closing, the Company is no longer in compliance with this Section 6.12, then, subject to the limit set forth in Section 6.27, the Company shall pay to the Investors, pro rata, as liquidated damages and not as a penalty, an amount equal to fourteen percent (1 4 %) of the Purchase Price per annum, payable monthly in cash as calculated based on the number of days that the Company shall not be in compliance with this Section 6.12.
 
6.13   Use of Proceeds . The Company will use the net proceeds from the sale of the Securities, after payment of legal fees and other closing costs, for acquisitions, working capital and other general corporate purposes.
 
6.14   Right of First Refusal .
 
6.14.1   In the event that the Company seeks to raise additional funds through a private placement of its securities, other than Exempt Issuances and issuances of the Company’s securities in a firm underwritten IPO as to which this section does not apply (a “ Proposed Financing ”), for a period of thirty-six months after the Closing provided that the Investors shall continue to beneficially own in the aggregate at least 20% of Series B Preferred Sock or the Common Stock issued thereunder, the Investors shall have the right to participate in such private placement at the offering price so long as such participation does not exceed the total Purchase Price hereunder.
 
6.14.2   The terms on which the Investors shall purchase securities pursuant to the Proposed Financing shall be the same as such securities are purchased by other investors. The Company shall give the Investors the opportunity to participate in the offering by giving the Investors not less than ten (10) days notice setting forth the terms of the Proposed Financing. In the event that the terms of the Proposed Financing are changed in a manner which is more favorable to the other potential investors, the Company shall provide the Investors, at the same time as the notice is provided to the other potential investors, with a new ten (10) day notice setting forth the revised terms that are provided to the other potential investors.
 
6.14.3   In the event that the Investors do not exercise its right to participate in the Proposed Financing within the time limits set forth in Section 6.14.2 of this Agreement, the Company may sell the securities in the Proposed Financing at a price and on terms which are no more favorable to the other potential investors than the terms provided to the Investors. If the Company subsequently changes the price or terms so that the price or other terms is more favorable to the other potential investors, the Company shall provide the Investors with the opportunity to purchase the securities on the revised terms in the manner set forth in Section 6.14 of this Agreement.
 
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6.15   Price Adjustment . For so long as the Investors shall hold at least 20% of the Series B Preferred Stock issued hereunder (except for Exempt Issuances not to exceed 5% of the outstanding shares of Common Stock for every two year period and other issuances as to which this Section 6.15 does not apply pursuant to the Certificate of Designations), if the Company closes on the sale or issuance of Common Stock at a sale price, or warrants, options, convertible debt or equity securities with a exercise or conversion price per share which is less than the Conversion Price (as defined in the Certificate of Designation) then in effect, the Conversion Price in effect from and after the date of such transaction shall be adjusted in accordance with the terms of the Certificate of Designations.
 
6.16   Deliveries from Escrow Based on Pre-Tax Income Per Share .
 
6.16.1   The Company hereby represents to the Investors that (A) the Company’s consolidated Pre-Tax Income for the fiscal year ending December 31, 2007 shall be at least RMB 67,400,000 (or the Required Pre-Tax Income Per Share) (the “ 2007 Target Number ”), and (B) the Company’s consolidated Pre-Tax Income for the fiscal year ending December 31, 2008 shall be at least RMB 84,924,000 ( or the Required Pre-Tax Income Per Share), (the “ 2008 Target Number ”) , (C) the Company’s consolidated Pre-Tax Income for the fiscal year ending December 31, 2009 shall be at least RMB 107,004,240 (or the Required Pre-Tax Income Per Share).   As the Investors are relying on such expected profit in making its investment hereunder, and in order to attempt to make whole the Investors in the event these numbers are not met, the Company shall deliver to the Escrow Agent at the Closing the Make Good Escrow Stock. In the event the Company’s consolidated Pre-Tax income, on a fully-diluted basis, for the year ended December 31, 2007, 2008 or 2009 is less than the Target Numbers the percentage shortfall shall be determined by dividing the amount of the shortfall by the applicable Target Number. The Parties hereby agree that:
 
6.16.1.1   If the Percentage Shortfall the fiscal year 2007is greater than 50%, then the Escrow Agent shall deliver to the Investors all of the Make Good Escrow Stock according to the Investors’ Ownership Percentages. An Investor’s Ownership Percentage Shall be the ratio of such Investor’s initial Purchase Price to the total purchase price of all Shares in this Transaction.   If the percentage shortfall for 2007 is less than fifty percent (50%), then the adjustment percentage shall be determined. The adjustment percentage shall mean the percentage that the percentage shortfall bears to fifty percent (50%). The Escrow Agent shall deliver to an Investor according to such Investor’s Ownership Percentage of such number of shares of Series B Preferred Stock as is determined by multiplying the adjustment percentage by Make Good Escrow Stock and retain the balance. For example, if the percentage shortfall is 20%, the adjustment percentage would be 40%, and 40% of the Make Good Escrow Shares would be delivered to the Investors, with the balance being retained by the Escrow Agent.  
 
6.16.1.2   If the percentage shortfall for 2008 is equal to or greater than fifty percent (50%), then the Escrow Agent shall deliver all of the remaining Make Good Escrow Stock then held by the Escrow Agent to the Investors according to the each Investor’s Ownership Percentage . If the percentage shortfall for 2008 is less than fifty percent (50%), then the adjustment percentage for 2008 shall be determined. The adjustment percentage shall mean the percentage that the percentage shortfall bears to fifty percent (50%). The maximum number of shares to be delivered shall be determined by multiplying the initial Make Good Escrow Shares. The number of shares to be delivered to the Investors shall be the lesser of the number of shares of Make Good Escrow Stock then held by the Escrow Agent or the number of shares determined by the preceding sentence. The Escrow Agent shall deliver to the Investors the number of shares of Make Good Escrow Stock as is determined pursuant to this Section 6.16.1.2 according to the Investor’s Ownership Percentage .
 
6.16.1.3   If the percentage shortfall for 2009 is equal to or greater than fifty percent (50%), then the Escrow Agent shall deliver all of the remaining Make Good Escrow Stock then held by the Escrow Agent to the Investors according to each Investor’s Ownership Percentage . If the percentage shortfall for 2009 is less than fifty percent (50%), then the adjustment percentage for 2009 shall be determined. The adjustment percentage shall mean the percentage that the percentage shortfall bears to fifty percent (50%). The maximum number of shares to be delivered shall be determined by multiplying the adjustment percentage by initial Make Good Escrow Shares. The number of shares to be delivered to the Investors shall be the lesser of the number of shares of Make Good Escrow Stock then held by the Escrow Agent or the number of shares determined by the preceding sentence. The Escrow Agent shall deliver to the Investors the number of shares of Make Good Escrow Stock as is determined pursuant to this Section 6.16.1.3 according to each Investor’s Ownership Percentage .
 
6.16.1.4   Notwithstanding anything to the contrary set forth herein, an Investor is only entitled to Make Good Escrow Stock if the Investor owns shares of Series B Preferred acquired under the Purchase Agreement and remains shareholders of the Company at the time that any Make Good Escrow Stock becomes deliverable hereunder.
 
6.16.2   The distribution of shares of Common Stock pursuant to this Section 6.16 shall be made within seven (7) business days after the date the Company is required to file its Form 10-KSB for the applicable fiscal year with the SEC. In the event that the Company does not file its Form 10-KSB for the year ended December 31, 2007 or 2008 with the SEC within thirty (30) days after the date that filing was required, after giving effect to any extension pursuant to Rule 12b-25 of the Exchange Act, all of the remaining shares Make Good Escrow Stock shall be delivered to the Investors.
 
6.16.3   The parties understand that, pursuant to the Escrow Agreement, the Escrow Agent will not make any deliveries of shares without the signed written instructions from the Company and the Investors.  
 
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6.17   Insider Selling. No Restricted Stockholders (as defined below) may sell any shares of Common Stock in the public market prior to the earlier of thirty six (36) months from date the Registration Statement is deemed effective;. “ Restricted Stockholders ” shall mean any Person who is an officer, director or Affiliate of the Company on the date hereof or who becomes an officer or director of the Company subsequent to the Closing Date. The Company shall require any newly elected officer or director to agree to the restriction set forth in this Section 6.17. Andrew Barron Worden and the Investors shall not be considered “Restricted Stockholders”.
 
6.18   Non Compete . The Company and any affiliated or related entities, and any all of the officers and directors of the Company may not be involved in any business or ventures which in any way may be deemed to be competitive or have a similar nature in any way to the business of the Company unless such activity is fully within the Company.
 
6.19   Chief Financial Officer . No later than thirty (30) days after the Closing Date, the Company shall hire a chief financial officer who speaks and understands both English and Chinese and is familiar with GAAP (a “qualified CFO”). If, for any time after the Closing, the Company is no longer in compliance with this Section 6.19 the Company shall pay to the Investors, pro rata, as liquidated damages and not as a penalty, an amount equal to four teen percent (1 4 %) of the Purchase Price per annum, payable monthly in cash or Series B Preferred Stock at the option of the Investors , such payment shall be based on the number of days that such condition exists . Notwithstanding the foregoing, the Company shall, by Closing, engage an accounting consultant, which may be an accounting firm, that has experience in preparing financial statements for public companies and in advising public companies on the implementation of internal controls as required by the 1934 Act, and shall continue to engage such firm as a consultant until not earlier than the date on which the Company shall have both (i) filed two consecutive annual reports with the SEC on time and without requesting an extension, and (ii) filed a registration statement pursuant to the Registration Rights Agreement and shall have responded to all accounting comments raised by the staff of the SEC to the satisfaction of the accounting examiner at the SEC.
 
6.20   Employment and Consulting Contracts . For three years after the Closing, the Company shall obtain approval from the majority of the independent directors of the Board of Directors that any awards other than salary are customary, appropriate and reasonable for any officer, director or consultants whose compensation is more than $100,000 per annum. This Section 6.20 does not apply to attorneys, accountants and other persons who provide professional services to the Company. This section shall only apply for so long as that the Investors shall continue to beneficially own in the aggregate at least 20% of Series B Preferred Sock issued hereunder.
 
6.21   Subsequent Transactions . From the date hereof until such time as no Purchaser holds any of the Securities, the Company shall be prohibited from effecting or entering into an agreement to effect any transaction involving a “ Variable Rate Transaction ” or an “ MFN Transaction ” (each as defined below). The term “ Variable Rate Transaction ” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term “ MFN Transaction ” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering. The Investors shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. Notwithstanding the foregoing, this Section 6.21 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction or MFN Transaction shall be an Exempt Issuance.
 
6.22   Certificate of Designation.   The Board of Directors has approved the Certificate of Designation. The Company shall file the Certificate of Designation with the Secretary of State of the State of Florida prior to the Closing.
 
6.23   Amendment to Certificate of Incorporation.   At or before the next annual meeting of the stockholders of the Company, the Board of Directors shall propose and submit to the holders of the Common Stock for approval, an amendment to the Certificate of Incorporation that provides substantially as follows:
 
“Subject to the applicable laws of Florida, the terms and conditions of any rights, options and warrants approved by the Board of Directors may provide that any or all of such terms and conditions may be waived or amended only with the consent of the holders of a designated percentage of a designated class or classes of capital stock of the Corporation (or a designated group or groups of holders within such class or classes, including but not limited to disinterested holders), and the applicable terms and conditions of any such rights, options or warrants so conditioned may not be waived or amended absent such consent.”.
 
6.24   Stock Splits . Except as permitted or required under the Transaction Documents, all forward and reverse stock splits shall effect all equity and derivative holders proportionately.
 
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6.25   Retention of Investor Relations Firm . The Company shall instruct the Escrow Agent to retain $100,000 of the proceeds of the sale of the Securities hereunder to be utilized for payment to investor relations firms in approximately equal quarterly installments. The Company shall retain an investor relations firm within 30 days after the Closing Date. If at any time after 30 days from the Closing, the Company shall not have retained an investor relations and public relations firm, the Company shall pay to the Investors, pro rata, as liquidated damages and not as a penalty, an amount equal to fourteen percent (14%) per annum of the Purchase Price for the Shares payable monthly in cash or Series B Preferred Stock at the option of the Investors , such payment shall be based on the number of days that such condition exists .
 
6.26   Payment of Due Diligence Expenses . At Closing the Escrow Agent shall disperse to Barron Partners, LLC the sum of seventy five thousand dollars ($75,000.00) for its due diligence expenses.
 
6.27   Shares Issued as Liquidated Damages . Notwithstanding anything provided in this Agreement, the Warrants and the Registration Rights Statement to the contrary, in no event, shall the aggregate liquidated damages payable by the Company under this Agreement, the Warrant and the Registration Rights Agreement exceed eighteen (18%) of the total Purchase Price. If, pursuant to any Section of this Agreement and the Registration Rights Agreement, liquidated damages are incurred by the Company and are payable by the Company to the Investors in cash and the Company shall have failed to pay the Investors within 15 days following the end of the month when such cash liquidated damages shall have become due, then, at the election of the Investors, shares of Series B Preferred Stock are to be delivered as liquidating damages to the Investors pro rata based on the percentage that the number of Series B Preferred Stock beneficially owned by such Investor bears to the total number of Series B Preferred Stock outstanding at the time when the cash liquidated damages are due. The number of shares due will be calculated by taking amount of liquidating damages due in dollars and divide it by $1.2 per share and further divide it by the Conversion Ratio, as set forth in the Certificate of Designation, which initially shall be 1 for 1. For example if $12,000 worth of liquidating damages are due, each share of Preferred B Stock is convertible into 1 share of Common Stock, then the number of Preferred B Stock received shall be 10,000 shares.
 
6.28   Management Agreements and Consolidation of Financials . Within 30 days following the Closing Date, the Company shall cause Shaanxi Tianren Food Company, Ltd., its indirect subsidiary in the People’s Republic of China (“ Tianren Food ”), to (i) extend the term of its current management agreement with HuLuDao WanJia Factory (the “ HuLuDao WanJia Agreement ”) to 20 years under the terms and conditions similar to those in the current management agreement, and (ii) enter into a management agreement with YinKou Trusty Factory under the terms and conditions similar to those in the HuLuDao WanJia Agreement. When it becomes legally and financially feasible, the Company shall cause Shaanxi Tianren to make arrangements, including without limitation, acquisition arrangements, with HuLuDao WanJia Factory and YinKou Trusty Factory so that after giving effect to such arrangements, the financials of HuLuDao WanJia Factory and YinKou Trusty Factory can be consolidated into the Company’s financials in accordance with the principles of the US GAAP.
 
6.29   Amendment of Articles of Incorporation. The Company agrees that it shall, in good faith, promptly take any and all such action as may, in the opinion of its counsel, be necessary to effect the Reverse Split (as defined in the Certificate of Designations of the Series B Preferred Stock). In the event the Reverse Split is not effected within 120 days following the Closing Date, then, subject to the limit set forth in Section 6.27, the Company shall pay to the Investors, pro rata, as liquidated damages and not as a penalty, an amount equal to one (1%) of the Purchase Price per month, payable monthly in cash as calculated based on the number of days that the Company shall not be in compliance with this Section 6.29.
 
Article 7  
 
COVENANTS OF THE INVESTORS
 
Each Investor covenants and agrees with the Company as follows:
 
7.2   Compliance with Law . The Investor’s trading activities with respect to Company’s Common Stock will be in compliance with all applicable state and federal securities laws, rules and regulations and rules and regulations of any public market on which the Common Stock is listed.
 
7.3   Limitation on Short Sales . The Investor and its Affiliates shall not engage in short sales of the Company's Common Stock.
 
7.4   Transfer Restrictions .   The Investor acknowledges that (a) the Securities have not been registered under the provisions of the 1933 Act, and may not be transferred unless (i) subsequently registered thereunder or (ii) the Investor shall have delivered to the Company an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; and (b) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of said rule and further, if said rule is not applicable, any resale of such securities under circumstances in which the seller, or the person through whom the sale is made, may be deemed to be an underwriter, as that term is used in the 1933 Act, may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.
 
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7.5   Restrictive Legend .   The Investor acknowledges and agrees that the Securities shall bear a restrictive legend and a stop-transfer order may be placed against transfer of any such Securities except that the requirement for a restrictive legend shall not apply to Shares sold pursuant to a current and effective registration statement or a sale pursuant Rule 144.
 
Article 8  
 
CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATIONS
 
The obligation of the Company to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date, of the following conditions:
 
8.1   No Termination . This Agreement shall not have been terminated pursuant to Article 10 hereof.
 
8.2   Representations True and Correct . The representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on as of the Closing Date.
 
8.3   Compliance with Covenants . The Investor shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by them prior to or at the Closing Date.
 
8.4   No Adverse Proceedings . On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or any Transaction Documents or the transactions contemplated hereby or thereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby or thereby.
 
8.5   Shareholder Consent . On the Closing Date, shareholders of the Company holding at least a majority of shares of the Company’s Common Stock immediately prior to the Closing shall have consented to the Reverse Split (as defined in the Certificate of Designations of the Series B Preferred Stock).
 
Article 9  
 
CONDITIONS PRECEDENT TO INVESTORS’ OBLIGATIONS
 
The obligation of the Investors to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to Closing Date unless specified otherwise, of the following conditions:
 
9.1   No Termination . This Agreement shall not have been terminated pursuant to Article 10 hereof.
 
9.2   Representations True and Correct . The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on as of the Closing Date.
 
9.3   Compliance with Covenants . The Company shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied by it prior to or at the Closing Date.
 
9.4   No Adverse Proceedings . On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or any Transaction Document or the transactions contemplated hereby or thereby to recover any damages or obtain other relief as a result of the transactions proposed hereby or thereby.
 
9.5   Shareholder Consent . On the Closing Date, shareholders of the Company holding at least a majority of shares of the Company’s Common Stock immediately prior to the Closing shall have consented to the Reverse Split (as defined in the Certificate of Designations of the Series B Preferred Stock).
 
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Article 10    
 
TERMINATION, AMENDMENT AND WAIVER
 
10.1   Termination . This Agreement may be terminated at any time prior to the Closing Date.
 
10.1.1   by mutual written consent of the Investors and the Company;
 
10.1.2   by the Company upon a material breach of any representation, warranty, covenant or agreement on the part of the Investors set forth in this Agreement, or by the Investors upon a material breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company or the Investors, respectively, shall have become untrue, in either case such that any of the conditions set forth in Article 8 or Article 9 hereof would not be satisfied (a “ Terminating Breach ”), and such breach shall, if capable of cure, not have been cured within ten (10) business days after receipt by the party in breach of a notice from the non-breaching party setting forth in detail the nature of such breach.
 
10.2   Effect of Termination . Except as otherwise provided herein, in the event of the termination of this Agreement pursuant to Section 10.1 hereof, there shall be no liability on the part of the Company or the Investors or any of their respective officers, directors, agents or other representatives and all rights and obligations of any party hereto shall cease, provided that in the event of a Terminating Breach, the breaching party shall be liable to the non-breaching party for all costs and expenses incurred by the non-breaching party not to exceed $50,000.00.
 
10.3   Amendment . This Agreement may be amended by the parties hereto any time prior to the Closing Date by an instrument in writing signed by the parties hereto; provided , however that the 4.9% Limitation may not be amended or waived.
 
10.4   Waiver. At any time prior to the Closing Date, the Company or the Investors, as appropriate, may: (a) extend the time for the performance of any of the obligations or other acts of the other party or; (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto which have been made to it or them; or (c) waive compliance with any of the agreements or conditions contained herein for its or their benefit other than the 4.9% Limitation which may not be waived. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.
 
Article 11  
 
GENERAL PROVISIONS
 
11.1   Transaction Costs Except as otherwise provided herein, each of the parties shall pay all of his or its costs and expenses (including attorney fees and other legal costs and expenses and accountants’ fees and other accounting costs and expenses) incurred by that party in connection with this Agreement; provided, the Company shall pay Barron Partners, LLC the due diligence expenses as described in Section 6.26.
 
11.2   Indemnification .
 
11.2.1 The Investors agree to jointly and severally indemnify, defend and hold the Company (following the Closing Date) and its officers, directors, representatives and agents harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that any of them shall incur or suffer, which arise out of or result from any breach of this Agreement by the Investors or failure by the Investors to perform with respect to the representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement.
 
11.2.2 The Company agrees to indemnify, defend and hold the Investors (following the Closing Date) harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities or damages, including interest, penalties and reasonable attorney’s fees, that it shall incur or suffer, which arise out of, result from or relate to any breach of this Agreement or failure by the Company to perform with respect to the representations, warranties or covenants contained in this Agreement or in any exhibit or other instrument furnished or to be furnished under this Agreement.
 
In no event shall the Company or the Investors be entitled to recover consequential or punitive damages resulting from a breach or violation of this Agreement nor shall any party have any liability hereunder in the event of gross negligence or willful misconduct of the indemnified party. The indemnification by the Investors shall be limited to $50,000.00.
 
11.3   Headings. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
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11.4   Entire Agreement. This Agreement (together with the schedule, exhibits, and agreements and documents referred to herein) constitute the entire agreement of the parties and supersedes all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof.
 
11.5   Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are delivered if delivered in person; (ii) on the date initially received if delivered by facsimile transmission or electronic mail followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:
 
If to the Company :
 
Entech Environmental Technologies, Inc.
c/o Shaanxi Tianren Food Company, Ltd.
Attn: Mr. Yongke Xue
A-4/F Tongxinge, Xietong Building, No.12,
Gaoxin 2nd Road, Hi&Tech Zone,
Xi'an, Shaanxi,710065
Email: xyk666@163.com 
Fax: 88386656-86
 
With a copy to, which copy shall not constitute a notice to the Company

Guzov Ofsink, LLC
600 Madison
New York, New York 10022
Attention: Darren Ofsink
E-mail: dofsink@golawintl.com
Fax: (212) 688-7273
 
If to Barron :
 
Barron Partners L.P.
c/o Barron Capital Advisors, LLC
730 Fifth Avenue, 25 th Floor
New York, New York 10019
Attn: Andrew Barron Worden
E-mail: abw@barronpartners.com and onf@barronpartners.com
Fax: ( 212) 359-0222
 
If to EOS Holdings LLC
 
Eos Holdings LLC:
2560 Highvale Dr
Las Vegas, NV 89134
Attn: Jon R. Carnes
E-mail: jcarnes@eosfunds.com

11.6   Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any such term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
 
11.7   Binding Effect. All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.
 
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11.8   Preparation of Agreement. This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed to and is equally responsible for its preparation.   In
 
11.9   Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to applicable principles of conflicts of law.
 
11.10   Jurisdiction; Waiver of Jury Trial .   If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the federal and state courts situated in the City, County and State of New York. In the event suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court if such party prevails on substantially all issues in dispute.
 
11.11   Preparation and Filing of Securities and Exchange Commission filings . The Investors shall reasonably assist and cooperate with the Company in the preparation of all filings with the SEC after the Closing Date due after the Closing Date.
 
11.12   Further Assurances, Cooperation . Each party shall, upon reasonable request by the other party, execute and deliver any additional documents necessary or desirable to complete the transactions herein pursuant to and in the manner contemplated by this Agreement. The parties hereto agree to cooperate and use their respective best efforts to consummate the transactions contemplated by this Agreement.
 
11.13   Survival . The representations, warranties, covenants and agreements made herein shall survive the Closing of the transaction contemplated hereby.
 
11.14   Third Parties . Except as disclosed in this Agreement, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective administrators, executors, legal representatives, heirs, successors and assignees. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement.
 
11.15   Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall nay single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
 
Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission or transmission via electronic mail of a PDF version of this signed Agreement shall be legal and binding on all parties hereto.
 
[SIGNATURES ON FOLLOWING PAGE]
 
18

 
IN WITNESS WHEREOF , the Investors and the Company have as of the date first written above executed this Agreement.
 
THE COMPANY:
   
ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
   
By:  
/s/ Joseph I. Emas
Name:  
Joseph I. Emas
Title:
Director

INVESTORS:
 
BARRON PARTNERS LP
 
By: Barron Capital Advisors, LLC, its General Partner
 
/s/ Andrew Barron Worden
Andrew Barron Worden, President
 
EOS HOLDINGS, LLC
   
By :
/s/ Jon Carnes
Name:  
Jon Carnes
Title:  
President

19

 
Schedule A
 
Name and Address
 
Amount of Investment
 
Number of Shares
of Series B Preferred Stock
 
Number of
Shares Underlying Series B Preferred Stock
 
Number of Shares
Underlying $3.00 Warrants
 
                   
Barron Partners LP
730 Fifth Avenue, 25 th Floor
New York, New York 10019
Attn: Andrew Barron Worden
 
$
3,300,000
   
2,750,000
   
2,750,000
   
6,794,118
 
                           
EOS Holdings, LLC
 
$
100,000
   
83,333
   
83,333
   
205,882
 

20

 
Exhibit A
 
Form of Certificate of Designation of Preferences, Rights and Limitations

21


Exhibit B

Closing Escrow Agreement

22

 
Exhibit C

Escrow Agreement

23

 
Exhibit D

Registration Rights Agreement

24


Exhibit E-1

$3.00 Warrants

25



REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) is made and entered into as of 25th day of February, 2008 by and between Entech Environmental Technologies, Inc., a corporation organized and existing under the laws of the State of Florida (the “ Company ”), and Barron Partners L.P., a Delaware limited partnership (hereinafter referred to as the “ Investor ”). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Preferred Stock Purchase Agreement dated as of the date hereof by and between the Company and the Investor (the “ Preferred Stock Purchase Agreement ”.)
 
PRELIMINARY STATEMENT

WHEREAS , pursuant to the Preferred Stock Purchase Agreement, =as part of the consideration, Investor shall receive Series B Preferred Stock and Warrants, which upon conversion and exercise, in accordance with the terms of the Preferred Stock Purchase Agreement, entitle the Investor to receive shares of Common Stock of the Company (the “Warrant Shares”); and

WHEREAS , the ability of the Investors to sell their Warrant Shares is subject to certain restrictions under the 1933 Act; and

WHEREAS , as a condition to the Preferred Stock Purchase Agreement, the Company has agreed to provide the Investor with a mechanism that will permit such Investor, to sell its Shares of Common Stock in the future.
 
NOW, THEREFORE , in consideration of the premises and of the mutual covenants and agreements, and subject to the terms and conditions herein contained, the parties hereto hereby agree as follows:
 
ARTICLE I
 
INCORPORATION BY REFERENCE, SUPERSEDER
 
1.1
Incorporation by Reference . The foregoing recitals and the Exhibits attached hereto and referred to herein, are hereby acknowledged to be true and accurate, and are incorporated herein by this reference.
 
1.2
Superseder . This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties governing the affairs of the Company, shall supersede such instrument or understanding to the fullest extent permitted by law. A copy of this Agreement shall be filed at the Company’s principal office.
 

 
1.3
Definitions . All terms defined in the Purchase Agreement and used in this Agreement shall have the same meanings in this Agreement as in the Purchase Agreement. As used in this Agreement the following terms shall have the meanings hereinafter set forth.
 
a)
Excusable Reason ” means (i) the occurrence of negotiations with respect to a material agreement prior to either the announcement of the execution of the agreement or the termination of the negotiations with respect to such proposed agreement or (ii) other similar material corporate events to which the Company is a party or expects to be a party if, in the reasonable judgment of the Company, disclosure of the negotiations or other event would be adverse to the best interests of the Company provided that the Company is continuing to treat such negotiations as confidential and provided further that the period during which the Company is precluded from filing the registration statement (or suspended the use of an effective registration statement) as a result thereof has not exceeded fifteen (15) trading days in the aggregate, and provided further that the Company shall not be permitted to avoid filing a registration statement (or to suspend the use of an effective registration statement) for an Excusable Reason more than twice in any one-year period. An Excusable Reason shall also include Acts of God and closure of the SEC.
 
b)
Filing Date ” shall mean (i) with respect to the Initial Registration Statement, the 30 th calendar day following the Closing Date; provided, however, that, if in the opinion of the counsel to the Company that the Company’s audited financials for the fiscal year 2007 are required to be included in the initial Registration Statement based on the applicable SEC rules, then the Filing Date shall be delayed to the earliest date when the Company’s audited financials for the fiscal year 2007 shall become available; provided further, that in no event shall the Filing Date be later than March 30, 2008, and (ii) with respect to any Subsequent Registration Statements, the later of (a) ninety (90) days after the Company receives a demand for registration of additional Registrable Securities or (b) thirty days following the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities (which is at least 180 days from the effective date of the Initial Registration Statement.) If any Filing Date or Required Effectiveness Date occurs on a date which is either (x) a Saturday, Sunday or day on which banks in the State of New York are authorized or required to be closed on all or part of the normal business day or (y) the SEC is closed for all or a portion of the business day, the Filing Date or Required Effective Date, as the case may be, shall the next day which is not a day described in clauses (x) or (y).
 
c)
Registration Expenses ” shall mean all expenses incident to the Company’s performance of or compliance with its obligations under this Agreement, including, without limitation, all registration, filing, listing, stock exchange and NASD fees, all fees and expenses of complying with state securities or blue sky laws (including fees, disbursements and other charges of counsel for the underwriters only in connection with blue sky filings), all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees, disbursements and other charges of counsel for the Company and of its independent public accountants, including the expenses incurred in connection with “cold comfort” letters required by or incident to such performance and compliance, any fees and disbursements of underwriters customarily paid by the issuer of securities, but excluding from the definition of Registration Expenses underwriting discounts and brokerage commissions and applicable transfer taxes, if any, or legal and other expenses incurred by any sellers, which discounts, commissions, transfer taxes and legal and other expenses shall be borne by the seller or sellers of Registrable Securities in all cases.
 
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d)
Registration Statement ” shall mean the registration statement required to be filed pursuant to Section 2.2 of this Agreement hereunder and any additional registration statements contemplated by Section 2.3, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
 
e)
Required Effective Date ” shall mean the first to occur of (i) 150 days following the Closing Date with respect to the Initial Registration Statement or 120 days following the Filing Date with respect to a Subsequent Registration Statement; provided, however, if the Filing Date is delayed because the Company’s audited financials for the fiscal year 2007 are required to be included in the initial Registration Statement based on the applicable SEC rules, then the Required Effective Date shall be 120 days following the Filing Date; (ii) ten (10) days following the receipt of a “No Review” or similar letter from the SEC or (iii) the third (3rd) business day following the day the Company receives notice from the SEC that the SEC has determined that the Registration Statement eligible to be declared effective without further comments by the SEC; provided , however , that in no event shall the Required Effective Date of a Subsequent Registration Statement be earlier than the earliest date on which, based on SEC Guidance, the SEC will declare effective such Registration Statement.
 
f)
Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
 
g)
Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
 
h)
Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
 
i)
SEC Guidance ” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act.
 
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ARTICLE II
 
DEMAND REGISTRATION RIGHTS
 
2.1   Registrable Securities . Means and includes the Shares of the Company underlying the Preferred Stock and Warrants issued pursuant to the Preferred Stock Purchase Agreement; provided, however, that such registrable securities shall not include any shares issued or issuable as liquidated damages pursuant to the Preferred Stock Purchase Agreement, this Agreement or the Warrants (the “ Registrable Securities ”). As to any particular Registrable Securities, such securities will cease to be Registrable Securities when (a) they have been effectively registered under the 1933 Act and disposed of in accordance with the registration statement covering them, (b) they are or may be freely traded without registration pursuant to Rule 144 under the 1933 Act (or any similar provisions that are then in effect), or (c) they have been otherwise transferred and new certificates for them not bearing a restrictive legend have been issued by the Company and the Company shall not have “stop transfer” instructions against them. “ Shares ” shall mean, collectively, the shares of Common Stock of the Company issuable upon conversion of the Preferred Stock and those shares of Common Stock of the Company issuable to the Investor upon exercise of the Warrants; provided, however, that Shares shall not include any shares issued or issuable as liquidated damages pursuant to the Preferred Stock Purchase Agreement, this Agreement or the Warrants.
 
2.2   Registration of Registrable Securities . The Company shall prepare and file on the Filing Date an initial registration statement (the “ Initial Registration Statement ”) covering the resale of such number of shares of the Registrable Securities permitted by the SEC as determined by the Company and the Investor pursuant to the then current SEC Guidance relating to Rule 415. . The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by the SEC on the Required Effectiveness Date. Nothing contained herein shall be deemed to limit the number of Registrable Securities to be registered by the Company hereunder. As a result, should the Registration Statement not relate to the maximum number of Registrable Securities acquired by (or potentially acquirable by) the holders of the Shares of the Company issued to the Investor pursuant to the Preferred Stock Purchase Agreement, the Company shall be required to promptly file a separate registration statement (utilizing Rule 462 promulgated under the 1933 Act, where applicable) relating to such Registrable Securities which then remain unregistered (the “ Subsequent Registration Statement ”) and shall use its commercially reasonable best efforts to cause the Subsequent Registration Statement to be declared effective by the SEC on the applicable Required Effective Date. The provisions of this Agreement shall relate to any such separate registration statement as if it were an amendment to the Registration Statement.
 
2.3   Demand Registration . Subject to the limitations of Section 2.2, at any time and from time to time, the Investor may request the registration under the 1933 Act of all or part of the Registrable Shares then outstanding (a “ Demand Registration ”). Subject to the conditions of Section 3, the Company shall use its commercially reasonable best efforts to file such registration statement under the 1933 Act as promptly as practicable after the date any such request is received by the Company and to cause such registration statement to be declared effective. The Company shall notify the Investor promptly when any such registration statement has been declared effective. If more than eighty percent (80%) of the Shares issuable under the Preferred Stock Purchase Agreement have been registered or sold, this provision shall expire.
 
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2.4   Registration Statement Form . Registrations under Section 2.2 and Section 2.3 shall be on the appropriate registration form of the SEC as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Registration Statement; provided, however, such intended method of disposition shall not include an underwritten offering of the Registrable Securities.
 
2.5   Expenses . The Company will pay all Registration expenses in connection with any registration required by under Sections 2.2 and Section 2.3 herein.
 
2.6   Effective Registration Statement . A registration requested pursuant to Sections 2.2 and Section 2.3 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective within the time period specified herein, provided that a registration which does not become effective after the Company filed a registration statement with respect thereto solely by reason of the refusal to proceed of any holder of Registrable Securities (other than a refusal to proceed based upon the advice of counsel in the form of a letter signed by such counsel and provided to the Company relating to a disclosure matter unrelated to such holder) shall be deemed to have been effected by the Company unless the holders of the Registrable Securities shall have elected to pay all Registration Expenses in connection with such registration, (ii) if, after it has become effective, such registration becomes subject to any stop order, injunction or other order or extraordinary requirement of the SEC or other governmental agency or court for any reason or (iii) if, after it has become effective, such registration ceases to be effective for more than the allowable Black-Out Periods (as defined herein).
 
2.7   Plan Of Distribution . The Company hereby agrees that the Registration Statement shall include a plan of distribution section reasonably acceptable to the Investor; provided, however, such plan of distribution section shall be modified by the Company so as to not provide for the disposition of the Registrable Securities on the basis of an underwritten offering.
 
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2.8   Liquidated Damages . If, by the applicable Filing Date, the Company does not file a Registration Statement pursuant to the requirements of Section 2.2 herein, or if a Registration Statement filed pursuant to Section 2.2 herein is not declared effective by the applicable Required Effective Date, or if the Registrable Securities are registered pursuant to an effective Registration Statement and such Registration Statement or other Registration Statement(s) demanded by Investor including the Registrable Securities is not effective in the period from the Required Effective Date through two (2) years following the date hereof, other than for an Excusable Reason (any such failure or breach being referred hereafter as an “Event”), the Company shall, for each such day that an Event shall exist, pay an amount in cash as liquidated damages, not as penalty, to the Investors (pro rata based on the percentage of Series B Preferred Stock owned by the Investors at the time such liquidated damages shall have incurred) equal to fourteen percent (14%) of the Purchase Price payable monthly based on the number of days such Event exists; provided , however , that in no event shall the amount of liquidated damages payable at any time and from time to time to the Investors pursuant to this Agreement, the Warrant and the Preferred Stock Purchase Agreement exceed an aggregate of eighteen percent (18%) of the amount of the Purchase Price; and provided , further , that notwithstanding the foregoing, in the event the SEC does not permit all of the Registrable Securities to be included in a Registration Statement because of its application of Rule 415, no liquidated damages shall be payable pursuant to this Section by the Company with respect to any Registrable Securities that the Company was not permitted to include on such Registration Statement and provided further, that notwithstanding the foregoing, no liquidated damages shall be payable with respect to the occurrence of an Event for any Shares issued or issuable upon exercise of the Warrants. Any liquidated damages incurred by the Company pursuant to this Section 2.8 shall become due and payable on third business day following the last day of the month in which such liquidated damages are incurred. If, pursuant to this Section 2.8, cash liquidated damages are incurred and payable by the Company and the Company shall have failed to pay the Investors within 15 days following the last day of the month in which such cash liquidated damages shall have become payable and due, then, at the election of the Investors, shares of Series B Preferred Stock are to be delivered as liquidating damages to the Investors pro rata based on the percentage that the number of Series B Preferred Stock beneficially owned by such Investor bears to the total number of Series B Preferred Stock outstanding at the time when the cash liquidated damages are due. The number of shares due will be calculated in accordance with Section 6.27 of the Preferred Stock Purchase Agreement.(b) Notwithstanding the provisions of Section 2.8(a):
 
 
(i)
In the event that the Company shall fail to file the Registration Statement by the Filing Date but the Registration Statement shall have been declared effective by the Required Effectiveness Date, then no liquidated damages shall be payable with respect to the failure to file by the Filing Date.
 
 
(ii)
In no event shall the Company be required to pay any liquidated damages in the event that the failure to file or be declared effective on the requisite dates results in whole or in part from either (a) the failure of the Investor to provide information relating to the Investor and its proposed method of sale or any other information concerning the Investor that is required to be included in the Registration Statement
 
(c) The parties agree that the only damages payable for a violation of the terms of this Agreement with respect to which liquidated damages are expressly provided shall be such liquidated damages. Nothing shall preclude the Investor from pursuing or obtaining specific performance or other equitable relief with respect to this Agreement.
 
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(d) The parties hereto agree that the liquidated damages provided for in this Section 2.8 constitute a reasonable estimate of the damages that may be incurred by the Investor by reason of the failure of the Registration Statement(s) to be filed or declared effective in accordance with the provisions hereof.
 
(e) Notwithstanding anything to the contrary contained in this Agreement, the obligation of the Company under this Agreement terminates when the holder of shares of Registrable Securities no longer holds more than [ten percent (10%)] of its shares of Registrable Securities.

ARTICLE III
 
INCIDENTAL REGISTRATION RIGHTS
 
3.1   Right To Include (“Piggy-Back”) Registrable Securities . Provided that the Registrable Securities have not been registered, if at any time after the date hereof but before the third anniversary of the date hereof, the Company proposes to register any of its securities under the 1933 Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-8, or any successor form thereto, on Form S-4, or any successor form thereto and other than pursuant to Section 2), on an underwritten basis (either best-efforts or firm-commitment), then, the Company will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders of Registrable Securities’ rights under this Section 3.1. Upon the written request of any such holders of Registrable Securities made within ten (10) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holders of Registrable Securities and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable best efforts to effect the registration under the 1933 Act of the Registrable Securities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holders of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of this obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.1. The right provided the Holders of the Registrable Securities pursuant to this Section shall be exercisable at their sole discretion and will in no way limit any of the Company’s obligations to pay the Securities according to their terms.
 
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3.2   Priority In Incidental Registrations . In case of an underwritten public offering, if the managing underwriter of the underwritten offering contemplated by this Section 3 shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, then the Company will include in such registration, to the extent of the number which the Company is so advised that the inclusion of which would not materially adversely affect the offering contemplated in such registration statement (i) first securities proposed by the Company to be sold for its own account, and (ii) second Registrable Securities and (iii) securities of other selling security holders requested to be included in such registration.
 
ARTICLE IV
 
REGISTRATION PROCEDURES
 
4.1   Registration Procedures . If and whenever the Company is required to effect the registration of any Registrable Securities under the 1933 Act as provided in Section 2.2 and, as applicable, 2.3, the Company shall, as expeditiously as possible:
 
(i)   prepare and file with the SEC the Registration Statement, or amendments thereto, to effect such registration (including such audited financial statements as may be required by the 1933 Act or the rules and regulations promulgated thereunder) and thereafter use its commercially reasonable best efforts to cause such registration statement to be declared effective by the SEC, as soon as practicable, but in any event no later than the Required Effectiveness Date (with respect to a registration pursuant to Section 2.2); provided, however, that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration, copies of all such documents proposed to be filed;
 
(ii)   with respect to any registration statement pursuant to Section 2.2 or Section 2.3, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities covered by such registration statement until the earlier to occur of thirty six (36) months after the date of this Agreement (subject to the right of the Company to suspend the effectiveness thereof for Excusable Reason (each a “ Black-Out Period ”)) or such time as all of the securities which are the subject of such registration statement cease to be Registrable Securities (such period, in each case, the “ Registration Maintenance Period ”). The Company must notify the Investor within twenty four (24) hours prior to any Black-Out Period;
 
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(iii)   furnish to each holder of Registrable Securities covered by such registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the 1933 Act, in conformity with the requirements of the 1933 Act, and such other documents, as such holder of Registrable Securities and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such holder of Registrable Securities;
 
(iv)   use its commercially reasonable best efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under such other U.S. federal or state securities laws or U.S. state blue sky laws as any U.S. holder of Registrable Securities thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary to enable such holder of Registrable Securities to consummate the disposition in such jurisdictions with the U.S. of the securities owned by such holder of Registrable Securities, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction;
 
(v)   use its commercially reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the U.S. holder of Registrable Securities thereof to consummate the disposition of such Registrable Securities;
 
(vi)   furnish to each holder of Registrable Securities who requests, a signed counterpart, addressed to such holder of Registrable Securities, and the underwriters, if any, of an opinion of counsel for the Company, dated the effective date of such registration statement (or, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), reasonably satisfactory in form and substance to such holder of Registrable Securities), such opinion to be in the form filed as Exhibit 5 to the Registration Statement, and
 
(vii)   notify the Investor and its counsel promptly and confirm such advice in writing promptly after the Company has knowledge thereof:
 
(a)   when the Registration Statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed, and, with respect to the Registration Statement or any post-effective amendment thereto, when the same has become effective;
 
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(b)   of any request by the SEC for amendments or supplements to the Registration Statement or the prospectus or for additional information;
 
(c)   of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings by any Person for that purpose; and
 
(d)   of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;
 
(viii)   notify each holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material facts required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such holder of Registrable Securities promptly prepare and furnish to such holder of Registrable Securities a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment;
 
(ix)   otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;
 
(x)   enter into such agreements and take such other actions as the Investors shall reasonably request in writing (at the expense of the requesting or benefiting Investors) in order to expedite or facilitate the disposition of such Registrable Securities; and
 
(xi)   use its commercially reasonable best efforts to list all Registrable Securities covered by such registration statement on any securities exchange on which any of the Registrable Securities are then listed.
 
4.2 The Company may require each holder of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such holder of Registrable Securities and the distribution of such securities as the Company may from time to time reasonably request in writing. In this connection, the Investor shall
 
10

 
 
(a)
furnish the information as to any shares of Common Stock or other securities of the Company owned by the holder, the holder’s proposed plan of distribution, any relationship between the holder and the Company and any other information which the Company reasonably requests in connection with the preparation of the registration statement and update such information immediately upon the occurrence of any events or condition which make the information concerning the holder inaccurate in any material respect;
 
 
(b)
not sell any Registrable Securities pursuant to the registration statement except in the manner set forth in the Registration Statement;
 
 
(c)
comply with the prospectus delivery requirements and the provisions of Regulation M of the SEC pursuant to the 1933 Act to the extent that such regulation is applicable to the holder;
 
 
(d)
not sell or otherwise transfer or distribute any Registrable Securities if the holder possesses any material nonpublic information concerning the Company.
 
4.3   The Company will not file any registration statement pursuant to Section 2.2 or Section 2.3, or amendment thereto or any prospectus or any supplement thereto to which the Investors shall reasonably object, provided that the Company may file such documents in a form required by law or upon the advice of its counsel.
 
4.4   The Company represents and warrants to each holder of Registrable Securities that it has obtained all necessary waivers, consents and authorizations necessary to execute this Agreement and consummate the transactions contemplated hereby other than such waivers, consents and/or authorizations specifically contemplated by the Preferred Stock Purchase Agreement.
 
4.5   Each holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in subdivision (viii) of Section 4.1, such Holder will forthwith discontinue such holder of Registrable Securities’ disposition of Registrable Securities pursuant to the Registration Statement relating to such Registrable Securities until such holder of Registrable Securities’ receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (viii) of Section 4.1 and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.
 
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ARTICLE V
 
UNDERWRITTEN OFFERINGS
 
5.1   Incidental Underwritten Offerings . If the Company at any time proposes to register any of its securities under the 1933 Act as contemplated by Section 3.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 3.1 and subject to the provisions of Section 3.2, use its commercially reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. In no event shall any Investor be deemed an underwriter for purposes of this Agreement. This Article V shall not apply to any Registrable Securities theretofore registered pursuant to Article II of this Agreement.
 
5.2   Participation In Underwritten Offerings . No holder of Registrable Securities may participate in any underwritten offering under Section 3.1 unless such holder of Registrable Securities (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make a representation or warranty to or agreements with the Company or the underwriters other than representations and warranties contained in a writing furnished by such holder of Registrable Securities expressly for use in the related registration statement or representations, warranties or agreements regarding such holder of Registrable Securities, such holder’s Registrable Securities and such holder’s intended method of distribution and any other representation required by law.
 
5.3   Preparation; Reasonable Investigation . In connection with the preparation and filing of each registration statement under the 1933 Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the SEC, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable opinion of such holders’ and such underwriters’ respective counsel, to conduct a reasonable investigation within the meaning of the 1933 Act.
 
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ARTICLE VI
 
INDEMNIFICATION
 
6.1   Indemnification by the Company . In the event of any registration of any Registrable Securities of the Company under the 1933 Act, the Company will, and hereby does agree to indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, and each other Person, if any, who controls such holder or any such underwriter within the meaning of the 1933 Act against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the 1933 Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officer and controlling person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such holder stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the 1933 Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus or an amendment or supplement thereto. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holder.
 
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6.2   Indemnification by the Investor . The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the prospective holder of such Registrable Securities, and the Investor hereby agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.1) the Company, each director of the Company, each officer of the Company, each representative or agent of the Company, and each other Person, if any, who controls the Company within the meaning of the 1933 Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon or in conformity with written information furnished to the Company by such holder of Registrable Securities specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such Investor. The indemnification by the Investors shall be limited to $50,000.
 
6.3   Notices Of Claims, Etc . Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Sections 6.1 and Section 6.2, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under Sections 6.1 and Section 6.2, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in the reasonable judgment of such indemnified party’s counsel a conflict of interest, as hereinafter defined, between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. the defendants in any action covered by this Section 6.3 include both the indemnified party and the indemnifying party and counsel for the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party (collectively, a “conflict of interest”), the indemnified parties, as a group, shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party. Such counsel shall be selected by the holders of a majority of the shares of Common Stock having an indemnity claim against the Company, whether pursuant to this Agreement or any other agreements which provide such or similar indemnity.
 
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6.4   Other Indemnification . Indemnification similar to that specified in Sections 6.1 and Section 6.2 (with appropriate modifications) shall be given by the Company and each holder of Registrable Securities (but only if and to the extent required pursuant to the terms herein) with respect to any required registration or other qualification of securities under any Federal or state law or regulation of any governmental authority, other than the 1933 Act.
 
6.5   Indemnification Payments . The indemnification required by Sections 6.1 and Section 6.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred.
 
6.6   Contribution . If the indemnification provided for in Sections 6.1 and Section 6.2 is unavailable to an indemnified party in respect of any expense, loss, claim, damage or liability referred to therein, 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 expense, loss, claim, damage or liability (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder of Registrable Securities , as the case may be, on the other from the distribution of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holder of Registrable Securities , as the case may be, on the other in connection with the statements or omissions which resulted in such expense, loss, damage or liability, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the holder of Registrable Securities , on the other in connection with the distribution of the Registrable Securities shall be deemed to be in the same proportion as the total net proceeds received by the Company from the initial sale of the Registrable Securities by the Company to the purchasers bear to the gain, if any, realized by all selling holders participating in such offering. The relative fault of the Company on the one hand and of the holder of Registrable Securities, on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company, by the holder of Registrable Securities and the parties’ relative intent, knowledge, access to information supplied by the Company, by the holder of Registrable Securities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, provided that the foregoing contribution agreement shall not inure to the benefit of any indemnified party if indemnification would be unavailable to such indemnified party by reason of the provisions contained herein, and in no event shall the obligation of any indemnifying party to contribute under this Section 6.6 exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for hereunder had been available under the circumstances.
 
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The Company and the holders of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6.6 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth herein, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
 
Notwithstanding the provisions of this Section 6.6, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount by which, the net proceeds received by such holder from the sale of Registrable Securities in the applicable Registration Statement exceeds, in any such case, the amount of any damages that such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
 
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ARTICLE VII
 
RULE 144
 
7.1   Rule 144 . The Company shall use commercially reasonable best efforts to file in a timely manner the reports required to be filed by the Company under the 1933 Act and the 1934 Act (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the SEC under the 1933 Act) and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, will, upon the request of any holder of Registrable Securities, make publicly available other information) and will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the 1933 Act within the limitation of the exemptions provided by (a) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with the requirements of this Section 7.1.
 
ARTICLE VIII
 
MISCELLANEOUS
 
8.1   Amendments And Waivers . This Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the holder or holders of the sum of the fifty-one percent (51%) or more of the shares of (i) Registrable Securities issued at such time, plus (ii) Registrable Securities issuable upon exercise or conversion of the Securities then constituting derivative securities (if such Securities were not fully exchanged or converted in full as of the date such consent if sought). Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 8.1, whether or not such Registrable Securities shall have been marked to indicate such consent.
 
8.2   Nominees For Beneficial Owners . In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number of percentage of shares of Registrable Securities held by a holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner’s beneficial ownership or such Registrable Securities.
 
8.3   Notices . Except as otherwise provided in this Agreement, all notices, requests and other communications to any Person provided for hereunder shall be in writing and shall be given to such Person (a) in the case of a party hereto other than the Company, addressed to such party in the manner set forth in the Preferred Stock Purchase Agreement or at such other address as such party shall have furnished to the Company in writing, or (b) in the case of any other holder of Registrable Securities, at the address that such holder shall have furnished to the Company in writing, or, until any such other holder so furnishes to the Company an address, then to and at the address of the last holder of such Registrable Securities who has furnished an address to the Company, or (c) in the case of the Company, at the address set forth on the signature page hereto, to the attention of its President, or at such other address, or to the attention of such other officer, as the Company shall have furnished to each holder of Registrable Securities at the time outstanding. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours (or 7 business days if the address of the recipient is an overseas address) after such communication is deposited in the mail with first class postage prepaid, addressed as aforesaid or (ii) if given by any other means (including, without limitation, by fax or air courier), when delivered at the address specified above, provided that any such notice, request or communication shall not be effective until received.
 
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8.4   Assignment . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent holder of any Registrable Securities. Each of the Holders of the Registrable Securities agrees, by accepting any portion of the Registrable Securities after the date hereof, to the provisions of this Agreement including, without limitation, appointment of the Investors’ Representative to act on behalf of such Holder pursuant to the terms hereof which such actions shall be made in the good faith discretion of the Investors’ Representative and be binding on all persons for all purposes.
 
8.5   Descriptive Headings . The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.
 
8.6   Governing Law . This Agreement shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, without giving effect to applicable principles of conflicts of law.
 
8.7   Jurisdiction . If any action is brought among the parties with respect to this Agreement or otherwise, by way of a claim or counterclaim, the parties agree that in any such action, and on all issues, the parties irrevocably waive their right to a trial by jury. Exclusive jurisdiction and venue for any such action shall be the State or Federal Courts serving the State of New York. In the event suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court.
 
8.8   Entire Agreement . This Agreement embodies the entire agreement and understanding between the Company and each other party hereto relating to the subject matter hereof and supercedes all prior agreements and understandings relating to such subject matter.
 
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8.9   Severability . If any provision of this Agreement, or the application of such provisions to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.
 
8.10   Binding Effect . All the terms and provisions of this Agreement whether so expressed or not, shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, legal representatives, heirs, successors and assignees.
 
8.11   Preparation of Agreement . This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation.
 
8.12   Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor shall nay single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
 
8.13   Counterparts . This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto.
 
[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF , the Investors and the Company have as of the date first written above executed this Agreement.

ENTECH ENVIRONMENTAL TECHNOLOGIES, INC.
   
By :
/s/ Joseph I. Emas
Name:
Joseph I. Emas
Title:  
Director

INVESTORS
 
BARRON PARTNERS LP
By: Barron Capital Advisors, LLC, its General Partners
 
 
By:
/s/ Andrew Barron Worden
 
Andrew Barron Worden
 
President
 
730 Fifth Avenue, 9th Floor
 
New York NY 10019

EOS HOLDINGS LLC
   
By :
/s/ _ Jon Carnes
Name:
Jon Carnes
Title:  
President
 
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February 6, 2008

Tri-State Title & Escrow
8381 OLD COURTHOUSE ROAD #140
VIENNA , VA 22182
Attention of Johnnie Zarecor

Re: Escrow Agreement

Gentlemen:

This agreement will set forth the terms pursuant to which Barron Partners, L.P. (“Barron Partners”) will deposit into escrow with you (the “Escrow Agent”) the sum of Three Million three hundred thousand dollars ($3,300,000) and EOS Holdings, LLC (“EOS”, together with Barron, the “Investors”) will deposit into escrow with you (the “Escrow Agent”) the sum of one hundred thousand dollars ($100,000) for disbursement in connection with a financing for Shaanxi Tianren Organic Food Company, Ltd. pursuant to a proposed securities purchase agreement (the “Purchase Agreement”). The escrow deposit, together with accrued interest, is referred to as the “Escrow Fund.”

1.   The Escrow Agent agrees to hold the Escrow Fund in an escrow account with the interest payable to Barron Partners, on and subject to the terms of this Escrow Agreement. The parties acknowledge that except for this Agreement, the Escrow Agent is not and will not be a party to any agreement between Barron Partners and the Company, including a Series B Convertible Preferred Stock Purchase Agreement by and between Entech Environmental Technologies, Inc. (the “Purchase Agreement”) and the Investors, and that, as of the date of this Escrow Agreement, the Purchase Agreement has not been finalized or signed. The Escrow Agent has and will have no obligations under the Purchase Agreement, and the Escrow Agent’s only obligations are those expressly set forth in this Escrow Agreement.
 
2.   Barron Partners and EOS agree that each will instruct the Escrow Agent to release from the Escrow Fund, the sum of $3,300,000 and $100,000 respectively in accordance with the joint written instructions from the Company, Barron Partners and EOS if the following conditions shall have been satisfied to Barron Partners’ satisfaction prior to or contemporaneously with the funding.
 
(a)   The Company and Barron Partners and EOS shall have executed the Purchase Agreement in a form acceptable to all parties.
 
(b)   Barron Partners shall be satisfied that all of the conditions to closing under the Purchase Agreement have been satisfied or waived.
 
(c)   Per section 6.25 of the Preferred Stock Purchase Agreement, the Company must retain $100,000 with the Escrow Agent to be utilized in approximately equal quarterly installments for public relations and investor relations firms.
 
(d)   Per Section 5.10 of the Preferred Stock Purchase Agreement, at closing the Escrow Agent shall disperse to the Investor Seventy-Five Thousand Dollars ($75,000.00) for due diligence expenses.
 

 
3.   At such time as Barron Partners shall be satisfied that the conditions set forth in Section 2 of this Agreement have been satisfied or waived, Barron Partners and EOS shall notify the Escrow Agent by fax or e-mail to such effect and the Escrow Agent shall wire the sum of $3,400,000 as provided in Section 2 of this Agreement. Any portion of the Escrow Fund in excess of $3,400,000 shall be transferred to Barron Partners. Notwithstanding the foregoing, until the execution of the Purchase Agreement, Barron Partners may request that $3,300,000 of the Escrow Funds be paid to Barron Partners and EOS may request that $100,000 of the Escrow Funds be paid to EOS, in which event the Escrow Agent shall immediately instruct the escrow bank to wire $3,300,000 of the Escrow Funds to Barron Partners and $100,000 of the Escrow Funds to EOS and shall notify the Company to such effect.
 
4.   If the Escrow Agent shall not have received the notice provided by Section 3 of this Agreement by the close of business on February 29, 2008, or such later date as Barron Partners shall advise the Escrow agent, then the Escrow Agent shall, upon receipt of notice from Barron Partners, pay $3,300,000 of the Escrow Funds to Barron Partners and $100,000 of the Escrow Funds to EOS.
 
5.   In the event that the Escrow Agent shall be uncertain as to its obligations with respect to the Escrow Fund, or shall receive instructions, claims or demands which, in the Escrow Agent’s opinion, are in conflict with each other or with any of the provisions of this Agreement, the Escrow Agent shall refrain from taking any action other than to keep safely all Escrow Fund until the Escrow Agent shall have written instructions from Barron Partners as to the disposition of $3,300,000 of the Escrow Fund and from EOS as to the disposition of $100,000 of the escrow fund or until the Escrow Agent is directed by a final judgment of a court of competent jurisdiction final beyond right of review. In addition, in such circumstances, the Escrow Agent may deposit the Escrow Fund into any court of competent jurisdiction, there to abide a decision of the court. In this connection, each of the parties consents to the exclusive jurisdiction of the federal and state courts located in the City, County and State of New York.
 
6.   This Agreement shall terminate upon a distribution of all of the Escrow Fund pursuant to Section 3 or 4 this Agreement or upon a payment of the Escrow Fund into court.
 
7.   The Company, Barron Partners and EOS shall jointly and severally (i) reimburse the Escrow Agent for all reasonable expenses incurred by the Escrow Agent in connection with its duties hereunder and (ii)   indemnify and hold harmless the Escrow Agent against any and all losses, claims, liabilities, costs, payments and expenses,   including reasonable legal fees for counsel who may be selected by the Escrow Agent, which may be imposed upon or incurred by the Escrow Agent hereunder, except as a result of the gross negligence or willful misconduct of the Escrow Agent; provided however, that this Section 7 shall only apply to the Company if the Purchase Agreement is executed prior to the release of the Escrow Funds in accordance with Section 4 of this Agreement.
 
8.   Documentation Fee:   The Company shall pay a documentation and closing fee to the Escrow Agent of $ 2,000.00 out of the Escrow Funds at the closing of the Purchase Agreement, and Barron Partners shall separately pay a documentation and closing fee to the Escrow Agent of $ 2,000.00.
 
9.   The Escrow Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The Escrow Agent shall have no liability under, or duty to inquire into the terms and provisions of, any agreement between the parties, including the Purchase Agreement. No person, firm or corporation will be recognized by the Escrow Agent as a successor or assignee of any party until there shall be presented to the Escrow Agent evidence satisfactory to it of such succession or assignment. The Escrow Agent may rely upon any instrument in writing believed in good faith by it to be genuine and sufficient and properly presented and shall not be liable or responsible for any action taken or omitted in accordance with the provisions thereof. The Escrow Agent shall not be liable or responsible for any act it may do or omit to do in connection with the performance of its duties as Escrow Agent, except for its gross negligence or willful misconduct. The Escrow Agent may consult with counsel, including partners or associates of and attorneys who are of counsel to the Escrow Agent, and shall be fully protected with respect to any action taken or omitted by it in good faith on written advice of counsel.
 
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10.   The Escrow Agent may at any time resign hereunder by giving written notice of its resignation to the other parties hereto, at their addresses set forth below, at least twenty (20) business days prior to the date specified for such resignation to take effect. If the Escrow Agent shall resign, and upon the effective date of the resignation of the Escrow Agent, all property then held by the Escrow Agent pursuant to this Escrow Agreement shall be delivered by the Escrow Agent to such person as may be designated in writing by the joint instructions of the Company and Barron Partners, whereupon all such Escrow Agent’s obligations hereunder shall cease and terminate. If no such person shall have been designated by such date, all of the Escrow Agent’s obligations hereunder shall, nevertheless, cease and terminate. The Escrow Agent’s sole responsibility thereafter shall be to keep safely all property then held by the Escrow Agent and to deliver the same to a person jointly designated as provided in this Agreement or, if the parties shall have failed to designate a successor escrow agent, the Escrow Agent may deposit the Escrow Fund into a court of competent jurisdiction as provided in Section 5 of this Agreement.
 
11.   Any notice, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile or e-mail (if receipt is confirmed by the recipient) or sent by messenger or overnight courier service which provides evidence of delivery or by certified or registered mail, return receipt requested,   postage prepaid, and shall be deemed given when delivered, if to the Company or Barron Partners at their addresses set forth on the signature page of this Agreement. If any party refuses to accept delivery (other than notice given by telecopier), notice shall be deemed to have been given on the date of attempted delivery. Any party may, by like notice, change the person, address or telecopier number to which notice should be sent.
 
12.   This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York applicable to contracts executed and to be performed wholly within such State. Each party hereby (a) consents to the exclusive jurisdiction of the United States district court for the Southern District of New York and Supreme Court of the State of New York in the County of New York in any action relating to or arising out of this Agreement, (b) agrees that any process in any action commenced in such court under this Agreement may be served upon either (i) by certified or registered mail, return receipt requested, or by messenger or courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him in New York City or (ii) by any other method of service permitted by law and (c) waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense or lack of in personam jurisdiction with respect thereto.
 
13.   Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
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14.   This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors and assigns; provided, that any assignment of this Agreement or their rights hereunder by any party hereto without the written consent of the other parties shall be void. Nothing in this Agreement is intended to confer upon any other person any rights or remedies under or by reason of this Agreement.
 
15.   This Agreement may be executed and delivered in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
16.   No modification, waiver or discharge of any provisions of this Agreement shall bind any party unless it is in writing, specifically refers to this Agreement and is signed by or on behalf of the party to be bound or affected thereby.
 
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Very truly yours,
 
 
 
 
 
 
 
 
Signature
 
 
 
 
 
Address:
 
BARRON PARTNERS, L.P.
730 5 th Ave. , 25 th Floor
 
 
 
New York , NY 10019
 
 
 
            
 
By:
BARRON CAPITAL ADVISORS LLC
 
 
 
 
Managing Partner
Phone
 
 
 
 
212-359-0201
                 
 
By:  
/s/ Andrew Barron Worden    
 
 
 
 
Andrew Barron Worden, CEO
Fax: 646-607-2223
 
 
 
 
 
 
 
 
 
Address:
 
 
2560 Highvale Dr.
 
EOS HOLDINGS LLC
Las Vegas, NV 89134
 
 
 
              
 
 
 
 
 
 
By:     
/s/ Jon Carnes  
Phone
 
 
 
Jon Carnes
                
 
 
President
 
 
 
 
 
Fax:
 
 
 
 
 
 
 
 
 
Address:
 
Company: SHAANXI TIANREN ORGANIC FOOD COMPANY, LTD.
          
 
 
 
           
 
 
 
 
 
 
By:
/s/ Yongke Xue
Phone:
 
 
Name:     
Yongke Xue  
          
 
Title:
Director
         
Fax:
           
 
 
 
Address:
 
 
 
 
360 Main St., Suite 100
 
AGREED TO AND ACCEPTED:
Washington, VA 22747
 
 
 
          
 
TRI-STATE TITLE & ESCROW, LLC
         
 
 
 
             
 
By:  
/s/ Guy W. Turner  
 
 
 
 
Guy W. Turner
 
 
 
 
 
Phone: 540-675-2155
 
 
 
Fax: 540-675-3155
               
 
 
 
 
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February 25, 2008
 
Tri-State Title & Escrow, LLC
360 Main Street
P.O. Box 391
Washington, VA 22747
(800) 984-2155  
Attention: Johnnie L. Zarecor
 
Re: Make Good Escrow Agreement

Gentlemen:

This agreement will set forth the terms pursuant to which Entech Environmental Technologies, Inc., a Florida corporation (the “ Company ”), will deposit into escrow with you (the “ Escrow Agent ”) 2,000,000 shares of Series B Preferred Stock, which are the shares defined as the Make Good Escrow Stock in that certain securities purchase agreement (the “ Purchase Agreement ”), dated February 25, 2008 among the Company, Barron Partners L.P. (“ Barron Partners ”) and the other investors named therein. Barron Partners and the Company shall be collectively called “ Interested Parties ”.

1.   The Escrow Agent agrees to hold the Make Good Escrow Stock on and subject to the terms of this Agreement. The parties acknowledge that the Escrow Agent is not and will not be a party to the Purchase Agreement. The Escrow Agent has and will have no obligations under the Purchase Agreement, and the Escrow Agent’s only obligations are those expressly set forth in this Escrow Agreement.
 
2.   The Make Good Escrow Stock will be issued in the name of Tri-State Title & Escrow, LLC , as escrow agent. The Make Good Escrow Stock shall not have any voting rights while they are held by the Escrow Agent pursuant to this Agreement.
 
3.   Section 6.16 of the Purchase Agreement provides for the transfer of some or all of the Preferred Shares to the Investors named in the Purchase Agreement. If the Escrow Agent receives the joint written notice from Barron Partners, on behalf of the Investors, and the Company as to the disposition of any or all of the Make Good Escrow Stock, the Escrow Agent shall distribute the Make Good Escrow Stock in accordance with the joint written instructions.
 
4.   If the Escrow Agent receives written instructions signed by either but not both of Barron Partners and the Company, the Escrow Agent shall, within five (5) business days from its receipt of such instructions, send a copy of such instructions to the other party by overnight courier service which provides evidence of delivery. If, by the close of business on the fifteenth (15 th ) business day after delivery of the instructions to the other party, the Escrow Agent shall not have received notice from any of the other Interested Parties either disputing the instructions or otherwise instructing the Escrow Agent to take action inconsistent with the original instructions, the Escrow Agent shall distribute the Make Good Escrow Stock in accordance with the instructions initially received by it.
 
5.   If the Escrow Agent shall have received notice from the other Party by the close of business on the fifteenth (15 th ) business day after delivery of the instructions disputing or conflicting with the initial instructions, the Escrow Agent shall retain the Make Good Escrow Stock until it shall have received either (a) joint written instructions from the Company and Barron Partners or (b) a court order, final beyond right of review, as to the disposition of the Escrow Property, in which event the Escrow Agent shall distribution the Make Good Escrow Stock in accordance with such instructions or court order.
 
6.   In the event that the Escrow Agent shall be uncertain as to its obligations with respect to the Make Good Escrow Stock, or shall receive instructions, claims or demands which, in the Escrow Agent’s opinion, are in conflict with each other or with any of the provisions of this Agreement, the Escrow Agent shall refrain from taking any action other than to keep safely all Make Good Escrow Stock until the Escrow Agent shall have written instructions from all Interested Parties as to the disposition of Make Good Escrow Stock or until the Escrow Agent is directed by a final judgment of a court of competent jurisdiction final beyond right of review. In addition, in such circumstances, the Escrow Agent may deposit the Make Good Escrow Stock into court, there to abide a decision of the court. In this connection, each of the parties consents to the exclusive jurisdiction of the federal and state courts located in the City, County and State of New York.
 

 
7.   This Agreement shall terminate upon a distribution of all of the Make Good Escrow Stock pursuant to Section 3, 4, 5 or 6 of this Agreement.
 
8.   The Interested Parties shall jointly and severally (i) reimburse the Escrow Agent for all reasonable expenses incurred by the Escrow Agent in connection with its duties hereunder and (ii)   indemnify and hold harmless the Escrow Agent against any and all losses, claims, liabilities, costs, payments and expenses,   including reasonable legal fees for counsel who may be selected by the Escrow Agent, which may be imposed upon or incurred by the Escrow Agent hereunder, except as a result of the gross negligence or willful misconduct of the Escrow Agent.
 
9.   The Escrow Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The Escrow Agent shall have no liability under, or duty to inquire into the terms and provisions of, any agreement between the parties, including the Purchase Agreement. No person, firm or corporation will be recognized by the Escrow Agent as a successor or assignee of any party until there shall be presented to the Escrow Agent evidence satisfactory to it of such succession or assignment. The Escrow Agent may rely upon any instrument in writing believed in good faith by it to be genuine and sufficient and properly presented and shall not be liable or responsible for any action taken or omitted in accordance with the provisions thereof. The Escrow Agent shall not be liable or responsible for any act it may do or omit to do in connection with the performance of its duties as Escrow Agent, except for its gross negligence or willful misconduct. The Escrow Agent may consult with counsel, including partners or associates of and attorneys who are of counsel to the Escrow Agent, and shall be fully protected with respect to any action taken or omitted by it in good faith on written advice of counsel.
 
10.   The Escrow Agent may at any time resign hereunder by giving written notice of its resignation to the other parties hereto, at their addresses set forth below, at least twenty (20) business days prior to the date specified for such resignation to take effect. If the Escrow Agent shall resign, and upon the effective date of the resignation of the Escrow Agent, all property then held by the Escrow Agent pursuant to this Agreement shall be delivered by the Escrow Agent to such person as may be designated in writing by the joint instructions of the Interested Parties, whereupon all such Escrow Agent’s obligations hereunder shall cease and terminate. If no such person shall have been designated by such date, all of the Escrow Agent’s obligations hereunder shall, nevertheless, cease and terminate. The Escrow Agent’s sole responsibility thereafter shall be to keep safely all Make Good Escrow Stock then held by the Escrow Agent and to deliver the same to a person jointly designated as provided in this Agreement or, if the parties shall have failed to designate a successor escrow agent, the Escrow Agent may deposit the Make Good Escrow Stock into a court of competent jurisdiction as provided in Section 6 of this Agreement.
 
11.   Any notice, request, demand and other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered by facsimile or e-mail (if receipt is confirmed by the recipient) or sent by messenger or overnight courier service which provides evidence of delivery or by certified or registered mail, return receipt requested,   postage prepaid, and shall be deemed given when delivered, if to the Company or Barron Partners at their addresses set forth on the signature page of this Agreement. If any party refuses to accept delivery (other than notice given by telecopier), notice shall be deemed to have been given on the date of attempted delivery. Any party may, by like notice, change the person, address or telecopier number to which notice should be sent.
 
12.   This Agreement shall in all respects be construed and interpreted in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York applicable to contracts executed and to be performed wholly within such State. Each party hereby (a) consents to the exclusive jurisdiction of the United States district court for the Southern District of New York and Supreme Court of the State of New York in the County of New York in any action relating to or arising out of this Agreement, (b) agrees that any process in any action commenced in such court under this Agreement may be served upon either (i) by certified or registered mail, return receipt requested, or by messenger or courier service which obtains evidence of delivery, with the same full force and effect as if personally served upon him in New York City or (ii) by any other method of service permitted by law and (c) waives any claim that the jurisdiction of any such tribunal is not a convenient forum for any such action and any defense or lack of in personam jurisdiction with respect thereto.
 
13.   Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
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14.   This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors and assigns; provided, that any assignment of this Agreement or their rights hereunder by any party hereto without the written consent of the other parties shall be void. Nothing in this Agreement is intended to confer upon any other person any rights or remedies under or by reason of this Agreement.
 
15.   This Agreement may be executed and delivered in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
16.   No modification, waiver or discharge of any provisions of this Agreement shall bind any party unless it is in writing, specifically refers to this Agreement and is signed by or on behalf of the party to be bound or affected thereby.
 
17.   The Company agrees to pay Escrow Agent a flat fee of $1,500 for the services hereunder.
 
[Signatures on following page]

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Very truly yours,
 
 
 
 
 
 
 
 
Address
 
Signature
 
 
 
 
c/o Barron Capital Advisors LLC
 
BARRON PARTNERS, L.P.
Managing Partner
 
 
 
Attn: Andrew Barron Worden
 
 
 
730 Fifth Avenue, 9th Floor
 
By:
BARRON CAPITAL ADVISORS LLC
New York NY 10019
 
 
Managing Partner
fax: (212) 359-0222
 
 
 
e-mail: abw@barronpartners.com
 
By:
/s/ Andrew Barron Worden  
 
 
 
Andrew Barron Worden, CEO
 
 
 
 
 
 
 
 
 
 
EOS HOLDINGS
 
 
 
 
 
 
By:
/s/ Jon Carnes     
 
 
 
Jon Carnes
 
 
 
President
 
 
 
 
 
 
 
 
Entech Environmental Technologies, Inc.
 
Entech Environmental Technologies, Inc.,
c/o Shaanxi Tianren Food Company, Ltd.
 
 
 
[Name and Title of Contact Person]
 
By:
/s/ Joseph I. Emas  
A-4/F Tongxinge, Xietong Building, No.12,
 
Name:
Joseph I. Emas
Gaoxin 2nd Road, Hi&Tech Zone,
 
Title:
Director
Xi'an, Shaanxi, 710065
 
 
 
[Email]
 
 
 
[Fax]
 
 
 
 
 
AGREED TO AND ACCEPTED:
 
 
 
 
Tri-State Title & Escrow, LLC
 
Tri-State Title & Escrow, LLC
360 Main Street
 
 
 
P.O. Box 391
 
By:
/s/ Guy W. Turner  
Washington, VA 22747
 
 
Guy W. Turner
Tel: (800) 984-2155
 
 
 
Fax:   (540) 675-3155
 
 
 
e-mail escrow@tristatetitle.net
 
 
 
 
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CALL OPTION AGREEMENT
 
This CALL OPTION AGREEMENT (this “ Agreement ”) is made and entered into as of February 25, 2008 (the “ Effective Date ”), between Hongke Xue, a resident of the People’s Republic of China (“ Purchaser ”) and Fancylight Limited, a BVI company (“ Seller ”). Purchaser and Seller are also referred to herein together as the “ Parties ” and individually as a “ Party ”.
 
RECITALS
 
WHEREAS, pursuant to a Share Exchange Agreement (the “ Share Exchange Agreement ”), dated as of the date hereof, among Entech Environmental Technologies, Inc. , a Florida Corporation (the “ Company ”) and the shareholders of Pacific Industry Holding Group Co. Ltd. , a Vanuatu Corporation (“ Pacific ”), the Company acquired 100% of the issued and outstanding capital stock of Pacific; and
 
WHEREAS, Purchaser has agreed with Seller, as a condition to his continuing to provide services to Shaanxi Tianren Organic Food Co., Ltd. (“Tianren”), a PRC company in which Pacific has a 99% ownership interest as of the date hereof, as its Chairman and Chief Executive Officer, to enter into this Agreement; and
 
WHEREAS, pursuant to the Share Exchange Agreement Seller is the holder of 800,000 shares of the Company’s $0.001 par value per share Series A Convertible Preferred Stock (together with the number of shares of Common Stock of the Company, par value $0.001 per share, issuable upon conversion of all or part of the Series A Convertible Preferred Stock described in the foregoing, collectively, the “ Option Shares ”) and therefore, has determined that it is in his best interest to, and will receive benefits from, Purchaser’s performance as CEO and Chairman of Tianren and entered into the Share Exchange Agreement based on the possibility of such benefits; and
 
WHEREAS, Seller desires to grant to Purchaser an option to acquire the Option Shares of the Common Stock owned by him (“ Seller’s Shares ”) pursuant to the terms and conditions set forth in this Agreement.
 
NOW, THEREFORE, the Parties, in consideration of the foregoing premises and the terms, covenants and conditions set forth below, and other good and valuable consideration, receipt of which is acknowledged, hereby agree as follows:
 
AGREEMENT
 
1.   DEFINITIONS; INTERPRETATION.
 
1.1.   Terms Defined in this Agreement . The following terms when used in this Agreement shall have the following definitions:
 
Bankruptcy Law ” means any Law of any jurisdiction relating to bankruptcy, insolvency, corporate reorganization, company arrangement, civil rehabilitation, special liquidation, moratorium, readjustment of debt, appointment of a conservator, trustee or receiver, or similar debtor relief.
 
 
 

 
 
Business Day ” means any day on which commercial banks are required to be open in New York City, the United States of America.
 
Call Price ” means, with respect to any exercise of the Call Right, $0.001 per share of the Seller’s Shares subject to any Call Exercise Notice.
 
Conditions ” means Conditions 1 through 4, as defined below, in the aggregate.
 
Condition 1 ” means the entry by Purchaser and Tianren into a binding employment agreement for a term of not less than five years for Purchaser to serve as Tianren’s Chief Executive Officer and Chairman of its Board of Directors.
 
Condition 2 ” means the United States Securities and Exchange Commission declaring the initial registration statement filed by the Company pursuant to the Registration Rights Agreement dated the date hereof by and among the Company and the investors signatories thereto under the Securities Act of 1933 effective, or, investors who purchased shares of Series B Convertible Preferred Stock of the Company, par value $0.001 per share and certain warrants from the Company pursuant to the Securities Purchase Agreement dated as of the date of this Agreement being able to sell their Common Stock under Rule 144, as then effective under the U.S. Securities Act of 1933, as amended.
 
Condition 3 ” means Tianren achieving not less than $2,000,000 in pre-tax profits, as determined under United States Generally Accepted Accounting Principles consistently applied (“US GAAP”) for the six months ended June 30, 2008.
 
Condition 4 ” means Tianren achieving not less than $4,000,000 in pre tax profits, as determined under US GAAP for the fiscal year ending December 31, 2008.
 
Government Authority ” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Person and any court or other tribunal); or (d) individual, Person or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.
 
Law ” means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Government Authority.
 
 
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Person ” means any individual, firm, company, corporation, limited liability company, unincorporated association, partnership, trust, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity.
 
1.2.   Interpretation .
 
(a)   Certain Terms . The words “hereof,” “herein,” “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limited and means “including without limitation.”
 
(b)   Section References; Titles and Subtitles . Unless otherwise noted, all references to Sections herein are to Sections of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
 
(c)   Reference to Entities, Agreements, Statutes . Unless otherwise expressly provided herein, (i) references to a Person include its successors and permitted assigns, (ii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto or supplements thereof and (iii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.
 
2.   CALL RIGHT.
 
2.1.   Call Right . Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to Purchaser, a portion of the Seller’s Shares identified in the Call Exercise Notice (the “ Call Right ”). Purchaser shall be permitted to purchase, and Seller shall be obligated to sell, the following numbers of Seller’s Shares upon the attainment of the following Conditions:
 
Condition
 
Number of Seller’s Shares as to which there is a Call Right
     
Condition 1
 
400,000
     
Condition 2
 
133,334
     
Condition 3
 
133,334
     
Condition 4
 
133,334
 
2.2.   Call Period . The Call Right shall be exercisable by Purchaser, by delivering a Call Exercise Notice at any time during the period (the “ Exercise Period ”) commencing on the date hereof and ending at 6:30 p.m. (New York time) on the fifth anniversary date hereof (such date or the earlier expiration of the Call Right is referred to herein as the “ Expiration Date ”).
 
 
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2.3.   Exercise Process . In order to exercise the Call Right during the Exercise Period, Purchaser shall deliver to the applicable Seller, a written notice of such exercise substantially in the form attached hereto as Appendix A (a “ Call Exercise Notice ”) to such address or facsimile number set forth therein. The Call Exercise Notice shall indicate the number of Seller’s Shares as to which Purchaser is then exercising its Call Right and the aggregate Call Price. Provided the Call Exercise Notice is delivered in accordance with Section 6.4 to such Seller on or prior to 6:30 p.m. (New York time) on a Business Day, the date of exercise (the “ Exercise Date ”) of the Call Right shall be the date of such delivery of such Call Exercise Notice. In the event the Call Exercise Notice is delivered after 6:30 p.m. (New York time) on any day or on a date which is not a Business Day, the Exercise Date shall be deemed to be the first Business Day after the date of such delivery of such Call Exercise Notice. The delivery of a Call Exercise Notice in accordance herewith shall constitute a binding obligation (a) on the part of Purchaser to purchase, and (b) on the part of such Seller to sell, the Seller’s Shares subject to such Call Exercise Notice in accordance with the terms of this Agreement.
 
2.4.   Call Price . If the Call Right is exercised pursuant to this Section 2, as payment for the Seller’s Shares being purchased by Purchaser pursuant to the Call Right, Purchaser shall pay the aggregate Call Price to the Seller (but no later than fifteen (15) Business Days of the Exercise Date).
 
2.5   Cashless Exercise . In lieu of delivery of the Call Price, Purchaser shall have the right, at its option, from time to time or times during the Exercise Period, Purchaser may satisfy its obligation to pay the Call Price through a “cashless exercise,” in which Purchaser shall be entitled to purchase the Seller’s Shares as determined as follows:
 
 
X = Y [(A-B)/A]
   
where:
 
 
X = the number of Seller’s Shares to be sold to Purchaser.
   
 
Y = the number of Seller’s Shares with respect to which the Call Right is being exercised.
   
 
A = the arithmetic average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Exercise Date.
   
 
B = the Call Price.
 
 
2.5.   Delivery of the Shares . Upon the receipt of a Call Exercise Notice, the applicable Seller shall deliver, or take all steps necessary to cause to be delivered, the Seller’s Shares being purchased pursuant to such Call Exercise Notice.
 
3.   ENCUMBRANCES; TRANSFERS, SET-OFF AND WITHHOLDINGS.
 
3.1.   Encumbrances . Upon exercise of the Call Right, such Seller’s Shares being purchased shall be sold, transferred and delivered to Purchaser free and clear of any claim, pledge, charge, lien, preemptive rights, restrictions on transfers (except as required by securities laws of the United States), proxies, voting agreements and any other encumbrance whatsoever.
 
 
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3.2   Transfers . Prior to the Expiration Date, Seller shall continue to own, free and clear of any hypothecation, pledge, mortgage or other encumbrance, except pursuant to this Agreement and except in favor of the Collateral Agent (as defined below) for the benefit of the Purchaser, such amount of the Seller’s Shares as may be required from time to time to in order for Purchaser to exercise its Call Right in full.
 
3.3.   Set-off . Purchaser shall be absolutely entitled to receive all Seller’s Shares subject to the exercise of a Call Right, and for the purposes of this Agreement, Seller hereby waives, as against Purchaser, all rights of set-off or counterclaim that would or might otherwise be available to such Seller.
 
3.4   Escrow of Seller’s Shares .
 
(a)   Upon execution of this Agreement, Seller shall deliver to Guzov Ofsink, LLC, as Collateral Agent (the “ Collateral Agent ”), certificates representing Seller’s Shares. The certificates representing the Seller’s Shares (together with duly executed stock powers in blank) shall be held by the Collateral Agent.
 
(b)   Upon receipt of a Call Exercise Notice, the Collateral Agent shall promptly deliver the Seller’s Shares being purchased pursuant to such Call Exercise Notice in accordance with the instructions set forth therein. In the event that the Collateral Agent shall receive notice from the Parties that the Conditions have not been met, the Seller’s Shares shall be distributed in accordance with their instructions.
 
4.   REPRESENTATIONS AND WARRANTIES.
 
4.1.   Representations and Warranties by Seller . Seller represents and warrants to Purchaser, that:
 
(a)   Due Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder to be carried out by it have been duly authorized by all necessary action on the part of Seller. This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of such Seller, enforceable against such Seller in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.
 
(b)   No Conflicts . The execution or delivery of this Agreement by such Seller nor the fulfillment or compliance by such Seller with any of the terms hereof shall, with or without the giving of notice and/or the passage of time, (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, (A) the organizational or charter documents of the Seller or (B) any contract or any judgment, decree or order to which Seller is subject or by which the Seller is bound, or (ii) require any consent, license, permit, authorization, approval or other action by any Person or Government Authority which has not yet been obtained or received. The execution, delivery and performance of this Agreement by such Seller or compliance with the provisions hereof by the Seller does not, and shall not, violate any provision of any Law to which the Seller is subject or by which it is bound.
 
 
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(c)   No Actions . There are no lawsuits, actions (or to the best knowledge of such Seller, investigations), claims or demands or other proceedings pending or, to the best of the knowledge of such Seller, threatened against the Seller which, if resolved in a manner adverse to the Seller, would adversely affect the right or ability of the Seller to carry out its obligations set forth in this Agreement.
 
(d)   Title . Seller owns the Seller’s Shares free and clear of any claim, pledge, charge, lien, preemptive rights, restrictions on transfers, proxies, voting agreements and any other encumbrance whatsoever, except as contemplated by this Agreement. The Seller has not entered into or is a party to any agreement that would cause the Seller to not own such Seller’s Shares free an clean of any encumbrance, except as contemplated by this Agreement.
 
4.2   Representations and Warranties by Purchaser . Purchaser represents and warrants to the Sellers, that:
 
(a)   Due Authorization . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder to be carried out by it have been duly authorized by all necessary action on the part of Purchaser. This Agreement, and all agreements and documents executed and delivered pursuant to this Agreement, constitute valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable Bankruptcy Laws and other laws or equitable principles of general application affecting the rights of creditors generally.
 
(b)   No Conflicts . The execution or delivery of this Agreement by Purchaser nor the fulfillment or compliance by Purchaser with any of the terms hereof shall, with or without the giving of notice and/or the passage of time, (i) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, (A) the organizational or charter documents of Purchaser or (B) any contract or any judgment, decree or order to which Purchaser is subject or by which Purchaser is bound, or (ii) require any consent, license, permit, authorization, approval or other action by any Person or Government Authority which has not yet been obtained or received. The execution, delivery and performance of this Agreement by Purchaser or compliance with the provisions hereof by Purchaser does not, and shall not, violate any provision of any Law to which Purchaser is subject or by which it is bound.
 
(c)   No Actions . There are no lawsuits, actions (or to the best knowledge of Purchaser, investigations), claims or demands or other proceedings pending or, to the best of the knowledge of Purchaser, threatened against Purchaser which, if resolved in a manner adverse to Purchaser, would adversely affect the right or ability of Purchaser to carry out its obligations set forth in this Agreement.
 
 
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5.   EVENTS OF DEFAULT AND TERMINATION
 
5.1   Events of Default . The occurrence at any time with respect to a Party (the “ Defaulting Party ”) of any of the following events shall constitute an event of default (an “ Event of Default ”) with respect to such party:
 
(a)   Failure to Pay or Deliver . The failure by a Party to make, when due, any payment under this Agreement or deliver the Seller’s Shares in accordance with this Agreement, if such failure is not remedied on or before the third Business Day after notice of such failure is given to the Defaulting Party;
 
(b)   Breach of Agreement . The failure by a Party to comply with or perform any agreement, covenant or obligation (other than a failure described in Section 5.1(a)) to be complied with or performed by such Party in accordance with this Agreement if such failure is not remedied on or before the tenth Business Day after notice of such failure is given to the Defaulting Party; or
 
(c)   Bankruptcy . A Party (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any relief under any Bankruptcy Law, or a petition is presented for its winding-up or liquidation, and in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all it assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or rescinded, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable Law, has an analogous effect to any of the events described in clauses (1) through (7); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.
 
5.2   Termination . If at any time an Event of Default with respect to a Party has occurred and is continuing, the other party may terminate this Agreement and deem the Expiration Date to have occurred by giving written notice to the Defaulting Party specifying the relevant Event of Default.
 
6.   MISCELLANEOUS.
 
6.1.   Governing Law; Jurisdiction . This Agreement shall be construed according to, and the rights of the Parties shall be governed by, the laws of the State of New York, without reference to any conflict of laws principle that would cause the application of the laws of any jurisdiction other than New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that such, suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper.
 
 
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6.2.   Successors and Assigns . Each of the Parties shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party. The provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties.
 
6.3.   Entire Agreement; Amendment . This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter hereof. Any term of this Agreement may be amended only with the written consent of each Party.
 
6.4.   Notices and Other Communications . Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be in writing and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation, or (c) if by an internationally recognized overnight courier service, one Business Day after deposit with such courier service. All such notices, requests, demands and other communications shall be addressed as follows:
 
To Purchaser at:
A-4F Tongxinge, Xietong Building, Gaoxin 2 nd Road, Hi-Tech Industrial Zone , Xi’an, Shaanxi province, PRC 710065
   
To Seller at:
P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Island.
 
or to such other address or facsimile number as a party may have specified to the other parties in writing delivered in accordance with this Section 6.4.
 
6.5.   Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any Person hereunder, upon any breach or default under this Agreement, shall impair any such right, power or remedy nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Person hereunder of any breach or default under this Agreement, or any waiver on the part of any Person of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing and signed by the waiving or consenting Person.
 
 
8

 
 
6.6.   Severability . If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly affects the Parties’ intent in entering into this Agreement.
 
6.7   Construction . The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party.
 
6.8.   Further Assurances . The Parties shall perform such acts, execute and deliver such instruments and documents and do all other such things as may be reasonably necessary to effect the transactions contemplated hereby.
 
6.9.   Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a Party shall constitute a valid and binding execution and delivery of this Agreement by such Party.
 
[r emainder of page intentionally blank ]

 
9

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

 
Purchaser :
 
 
 
 
/s/ Hongke Xue
 
Hongke Xue
 
 
 
 
Seller :
 
 
 
 
Fancylight Limited
 
 
 
 
By:
/s/ Hongwei Li
 
Name:
Hongwei Li
 
Title:
Director
 
Acknowledged and agreed to:
 
 
Collateral Agent :
 
 
GUZOV OFSINK, LLC, as Collateral Agent
 
 
By:
/s/ Darren Ofsink    
Name:
Darren Ofsink
Title:
Partner

 
10

 

APPENDIX A
Form of Exercise Notice
[Date]
[________________] (the “ Seller ”)
[________________]
[________________]
Attention: [_______]

 
Re:
Call Option Agreement dated February 25, 2008 (the “ Call Option Agreement ”), between __________________ (“ Purchaser ”) and _________________ (“ Seller ”).

Dear Sir:

In accordance with Section 2.3 of the Call Option Agreement, Purchaser hereby provides this notice of exercise of the Call Right in the manner specified below:

(a)   The Purchaser hereby exercises its Call Rights with respect to Seller’s Shares pursuant to the Call Option Agreement.
 
(c)   The Purchaser intends that payment of the Call Exercise Price shall be made as (check one):
 
_______ “Cash Exercise”
 
_______ “Cashless Exercise”
 
(d)   If the Purchaser has elected a Cash Exercise, the Purchaser shall pay the sum of $____________ to the Seller.
 
(e)   Pursuant to this exercise, the Seller shall deliver to _______________ Seller’s Shares in accordance with the instructions attached hereto.
 
Dated: _______________, ______
 
   
 
_______________________________
 
_______
   

 
11

 




Share Transfer Agreement

Signing Place: Yanta District of Xi’an City
 
Party A:
Niu Hongling (ID No.: 110101611201356 )
Contribution: RMB 4 million
Proportion: 40%

Wang Qifu (ID No.: 610102541011311 )
Contribution: RMB 1.5 million
Proportion: 15%

Wang Jianping (ID No.: 612129570821041 )
Contribution: RMB 1.5 million
Proportion: 15%

Zhang Wei (ID No.: 610113197608182133 )
Contribution: RMB 1 million
Proportion: 10%

Cui Youming (ID No.: 6101045408100443 )
Contribution: RMB 1 million
Proportion: 10%

Yuan Ye (ID No.: 211402781124021 )
Contribution: RMB 1 million
Proportion: 10%

The above six persons are whole shareholders of Huludao Wonder Fruit Co., Ltd., (hereinafter refers to “Wonder Fruit”) holding totaling 100% shares of Wonder Fruit.

Party B: Shaanxi Hede Venture Capital Management Co., Ltd.
Legal Representative: Xue Yongke       Title: Managing Director
Address: 4 th floor, Tongxinge, Xietong Building, No.12, Gaoxin 2 nd Road, Xi’an

To the share transfer, both parties, according with the consultation between them, agree that:

Article One: Share Transfer
Party A agrees to transfer to Party B, and Party B agrees to accept, 100% shares of Wonder Fruit held by Party A.

Article Two: Transfer Price, Time of Payment, and Term of Payment
1.
The total price for this share transfer is forty-eight million two hundred and fifty thousand (including loan with amount of RMB 18.25 million from Wonder Fruit to Party A)
2.
Party B pays to Party A transfer payment of RMB 10 million within seven business day from the effective date of this agreement. Party B pays again RMB 20 million before September of 2007. The reminder will be fully paid before March, 2008. Term of payment is by transfer payment.
 


 
Article three: Rights and Obligations
After this share transfer is consummated, Party B has the rights of shareholders of Wonder Fruit and bears the corresponding obligations.

Article Four: Guarantee
1.
Party A guarantees that housing, land, machine and equipment (including the case for corresponding mortgage to outsiders with no guarantee for them) provided to Party B by it, shareholder’s contribution and registered capital in account book are true and effective, information of asset and liability and others are true, accurate and complete. And there are no withdrawal of, transfer of, or false contribution, no omit or false statement.
2.
Party B guarantee to pay in full the share transfer payment under this agreement on time.
3.
Party A should cooperate Party B to keep good relationship with banks, department of industry and commerce, tax and other governmental authorities and other authorities that relate to share handover, thus to be beneficial for the normal operation of Wonder Fruit.

Article Five: Default Liability
Since this agreement formally becomes effective, both parties should actively fulfill obligations related to share transfer agreed under the agreement. Any action of violating the provisions of this agreement related to share transfer and articles on guarantee should constitute default. The defaulting party should bear corresponding default liability and indemnify a default fine, which equals to 30% of share transfer amount under this agreement.

Article Six: Resolving Dispute
The signatories should resolve all disputes occurring as fulfilling this agreement or related to this agreement through friendly negotiation. If negotiation is unable to resolve, litigate to the jurisdiction of the People’s Court, which is located in the place where the agreement is signed.

Article seven: Signature, Effectiveness and Miscellaneous
1.
This agreement is effective since both parties signed this agreement and the Exhibits to it.
2.
If the signed documents or correspondence by both Party A and Party B prior to the date this agreement is signed and related to this agreement is inconsistent with this agreement, then, the provisions of this agreement should be the final ones.
3.
For the reason of force majeure and the change of State’s law and policy, which result in the disability of share transfer’s normal implementation, both parties should not bear default liability.
4.
Others not stated herein should be resolved through consultation between both signatories. A supplementary agreement can be signed after consistently consulted.
5.
There are one form and two copies of this agreement, and each party hold one.
 
Party A (Signature):
Niu Hongling
 Wang Qifu
Wang Jianping
Yuan Ye
Cui Youming
Zhang Wei
 
Party B (Sealed):
Shaanxi Hede
Venture Capital Management Co., Ltd.
 
Legal Representative (Signature):
Xue Yongke
 
May 31, 2007
 
2


Lease Agreement

Leasor: Shaanxi Hede Venture Capital Management Co., Ltd. (“Party A” below)
Leasee: Shaanxi Tianren Organic Food Co., Ltd. (“Party B” below)

Signing Place: Xi’an City

Accordance with relevant regulations of Contract Law of the People’s Republic of China, with regard of property leasing, both parties agree and are compliant with that:

1.
Object of leasing: all the asset, which belongs to factory area of Huludao Wonder Fruit Co., Ltd., owned by Shaanxi Hede Venture Capital Management Co., Ltd.
2.
Party B is responsible for the inspection, installation, testing, using, maintenance, repair and management of land, buildings, and equipments.
3.
The ownership of property during the term of leasing belongs to Party A. For special circumstances, Party A has the right to collect it. However, Party A need to state the situation to Party B, and notify in written to Party B 15 days in advance. Party B should finish the returning of property within 30 days and settle the leasing fee balance.
4.
During the term of leasing, Party B has the usage right of property, provided, he should not transfer, lease or mortgage as property. Party A has the right to check the usage and condition of property, and Party B should provide all convenience.
5.
Calculation on Leasing Fee
(1)
The term of Leasing is one year (e.g. from July 1, 2007 to June 30, 2008). The leasing fee is RMB 300,000/ month (RMB three hundred thousand per month).
(2)
Party B firstly pays half year of leasing fee of RMB 1.8 million (RMB one million eight hundred thousand) and fulfillment deposit of RMB 1.2 million (RMB one million two hundred thousand), totaling RMB 3 million (RMB three million) within ten business days after the agreement is sighed.
6.
During the term of leasing, any party should bear the default liability if it breaks the agreement. The party who incurs damage should bear corresponding damage indemnification liability.
7.
This agreement is effective after it is signed and sealed by both parties. This agreement has two originals and each party holds one. If any dispute rises, both parties consult to resolve. If negotiation is unable to resolve, litigate to the jurisdiction of the People’s Court, which is located in the place where the agreement is signed.
 
Party A:
Shaanxi Hede Venture Capital Management Co., Ltd. (Sealed)

Entrusted Representative: Zhang Jing (Sealed)

June 2, 2007
 
Party B:
Shaanxi Tianren Organic Food Co., Ltd.(Sealed)

Entrusted Representative: Xue Hongke (Sealed)

June 2, 2007
 


Loan Agreement

Signing Place: Xi’an City

Party A: Shaanxi Tianren Organic Food Co., Ltd.
Party B: Shaanxi Hede Venture Capital Management Co., Ltd.

Accordance with the principle of honesty, mutual trust, making compensation for equal value, after consistently consulted with each other, the parties hereto agree and are compliant with that:

1.
After friendly consultation with each other, Party A agrees to lend Party B RMB Seven million .
2.
Term of Loan: from June 6, 2007 to June 5, 2008.
3.
Party B guarantees to pay off the whole loan within three business days after the loan is due.
4.
Others not stated herein should be resolved through consultation between both parties. If negotiation is unable to resolve, litigate to the jurisdiction of the People’s Court, which is located in the place where the agreement is signed.
5.
This agreement is promptly effective since both parties sign and seal on it. This agreement is one form, two copies, with each party holds one.
 
Party A (sealed): Shaanxi Tianren Organic
 
Party B (Sealed): Shaanxi Hede Venture Capital
Food Co., Ltd.
 
Management Co., Ltd.
     
Trustee of Party A (Signature): Xue Hongke
 
Trustee of Party B (Signature): Zhang Jing
 
   
June 5, 2007
 
June 5, 2007

 
 

 

Loan Agreement

Party A: Shaanxi Tianren Organic Food Co., Ltd.
Party B: Shaanxi Hede Venture Capital Management Co., Ltd.

After mutually and consistently consulted with each other, agreed that Party A lend Party B capital. Therefore, sign this agreement to enable both parties to compliant with it mutually.

1.
Usage: acquisition of Huludao Wonder Fruit Co., Ltd.
2.
Loan Amount: RMB twenty million
3.
Time of Loan: one year.
4.
Loan Interest rate: after negotiation between both parties, decide not to calculate Rate for reasons stated as: (1) Huludao Wanjia will be acquired by Shaanxi Tianren and the loan amount will be deducted from the purchase price; (2) the lease amount is low.
5.
Default Liability: in the event Party B fails to return to Party A the loan when it is due, both parties agree that Party B should pay to Party A the default fine, which is equal to 2% of loan amount per day.
 
Party A (Sealed): Shaanxi Tianren Organic
 
Party B: Shaanxi Hede Venture Capital
Food Co., Ltd.
 
Management Co., Ltd.
 
Xue Hongke
 
Zhang Jing
     
Date: August 1, 2007
 
Date: August 1, 2007

 
 

 

Exhibit 21.1 - List of Subsidiaries


Company Name
Percentage Owned
State/Jurisdiction of Incorporation
     
Pacific Industry Holding Group Co. Ltd.
100% by Entech Environmental Technologies, Inc.
Republic of Vanuatu
     
Shaanxi Tianren Organic Food Co., Ltd.
99% by Pacific Industry Holding Group Co. Ltd.
People’s Republic of China
     
Xi’an Tianren
91.15% by Shaanxi Tianren Organic Food Co., Ltd.
People’s Republic of China
     
Jingyang subsidiary
100% by Shaanxi Tianren Organic Food Co., Ltd.
People’s Republic of China
     
Zhouzhi subsidiary
100% by Xi’an Tianren
People’s Republic of China