SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No. ____) *

DISCOVERY TECHNOLOGIES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.001 PER SHARE

(Title of Class of Securities)

25468C204

(CUSIP Number)

Darren Ofsink, Esq.

Guzov Ofsink, LLC

600 Madison Avenue, 14^th Floor

New York, New York 10022

Tel. No. (212) 371-8008

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 26, 2007

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the

acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See§240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

CUSIP No.   25468C 20 4   13D

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Yinshing David To
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 549,409
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 549,409
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,241,893
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.9%
14	TYPE OF REPORTING PERSON IN

Item 1. Security and Issuer.

The class of equity securities to which this Schedule 13D (the “Statement”) relates is the $.001 par value per share common stock (the “Common Stock”) of Discovery Technologies, Inc. (the “Issuer”).

The Issuer is a Nevada corporation and its principal executive offices are located at 3rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi, PRC 710065.

Item 2. Identity and Background.

(a)The name of the person filing this statement is Yinshing David To, hereinafter referred to as the “Reporting Person.”

(b)The Reporting Person’s address is Flat A1, 3rd Floor, Block A, Coral Court, 116-126 Tin Hau Temple Road, North Point, Hong Kong.

(c)The Reporting Person’s present occupation is the Executive Director of Green Agriculture Holding Corporation, which is located at 45 Old Millstone Dr, Unit 6, East Windsor, NJ 08520.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States Federal or State securities laws or finding any violations with respect to such laws.

(f) The Reporting Person is a citizen of Hong Kong.

Item 3. Source and Amount of Funds or Other Consideration.

On December 24, 2007, the Issuer entered into a share exchange agreement (the “Share Exchange Agreement”) and, on December 26, 2007, consummated a share exchange (the “Share Exchange”) with Green Agriculture Holding Corporation (“Green Agriculture”), the Reporting Person, Paul Hickey and Greg Freihofner, who owned 100% of the outstanding Capital Stock of Green Agriculture, in the aggregate (the Reporting Person, Paul Hickey and Greg Freihofner, together, the “Green Stockholders”). Paul Hickey and Greg Freihofner are registered representatives of Hickey Freihofner Capital, a Division of Brill Securities, Inc., a member of FINRA, MSRB, SIPC, and the Issuer’s placement agent for the Private Placement.

As a result, the Reporting Person became the owner of 10,241,893 shares of the Common Stock of the Issuer.

Item 4. Purpose of Transaction.

The Issuer’s acquisition of the Green Agriculture Shares occurred on December 26, 2007, the above mentioned Share Exchange in which the Issuer issued 10,770,668 shares of its common stock, par value $.001 per share (the “Common Stock”) to Green Agriculture’s shareholders in exchange for the Green Agriculture Shares. Immediately prior to the Share Exchange, the Issuer redeemed 246,148 shares of Common Stock held by Michael Friess and Sanford Schwartz (the “Redemption”) for $550,000 and issued 111,386 new shares of Common Stock to Messrs. Schwartz and Friess, two of our directors, who then appointed Tao Li as the Issuer’s Director and Chief Executive Officer who proceeded to effect the Share Exchange.

Green Agriculture is a holding company that, on August 24, 2007, acquired the right to purchase for $4,000,000 (the “TechTeam Purchase”), 100% of the capital stock of Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Techteam”), and Techteam was therefore converted to a wholly foreign owned entity in the People’s Republic of China (“PRC”), subject to the payment of the full price for the Techteam Purchase.

Through Green Agriculture the Issuer acquired TechTeam, subject to the requirement that Green Agriculture remit the Purchase Price to the former TechTeam shareholders, as explained below.

While the acquisition of the Green Agriculture Shares was effective on December 26, 2007, the TechTeam Purchase has not yet been completed. In order to complete the TechTeam Purchase, the Issuer and Green Agriculture must transmit approximately $4,000,000 (“Purchase Price”) to the accounts of the former TechTeam shareholders and complete additional filings and registrations, including obtaining a new business license and certificate from the PRC State Administration of Foreign Exchange reflecting the full payment of the registered capital and investment. The former TechTeam shareholders have agreed that they will not retain the Purchase Price and have issued an instruction that the PRC State Administration of Foreign Exchange, Xi’An branch, transmit the Purchase Price, when received, to TechTeam. It is anticipated that these steps will be completed within 20 calendar days following the closing.

The funds used to consummate the Redemption were provided from the proceeds of a private placement of the Issuer’s Common Stock to 32 accredited investors (the “Investors”)(the “Private Placement”) that closed on December 26, 2007, in connection with the Share Exchange. The Private Placement resulted in gross proceeds of $20,519,255 from the sale of 6,313,617 shares of Common Stock. Pursuant to the Securities Purchase Agreement among the Investors, the Issuer, Green Agriculture and Techteam, the net proceeds of the Private Placement will principally be used by the Issuer, Green Agriculture and TechTeam to expand manufacturing and production capacity and facilities, and to provide working capital for TechTeam’s business.

Except as set forth herein, the Reporting Person has no other plans or proposals which would relate to or result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

The Reporting Person reserves the right from time to time to acquire or dispose of shares of Common Stock, or to formulate other purposes, plans or proposals regarding the Issuer or securities of the Issuer held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors.

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Person beneficially owns 10,241,893 shares of the Issuer’s Common Stock which represents approximately 55.9% of the Issuer’s outstanding common stock.

(b) The Reporting Person directly owns the 10,241,893 shares of Common Stock, but only has the sole power to vote or to direct the vote with respect to 549,409 shares of the 10,241,893 shares of Common Stock.

(c) Except for the acquisition of 10,241,893 shares of Common Stock pursuant to the Stock Purchase Agreement, no transactions in the Common Stock were effected during the past sixty days by the Reporting Person.

(d) To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 10,241,893 shares of Common Stock reported in Item 5(a).

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to an agreement entered into between the Chairman, President and Chief Executive Officer, Tao Li, and the Reporting Person, Mr. Li has the opportunity to acquire up to 6,535,676 shares of our Common Stock (the “Earn In Shares”), from The Reporting Person, upon the occurrence of certain conditions, which is described under Item 1.01 of the Issuer’s current Report on Form 8-K, dated January 2, 2008. In addition, pursuant to a Voting Trust Agreement by and between Mr. Li and the Reporting Person, dated December 26, 2007, Mr. Li is to have the voting power on the Earn In Shares on all matters from the date of the Voting Trust Agreement;

The Reporting Person and Mr. Li also entered into a Lockup Agreement, under which both of them agree not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, sell short, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of Common Stock, or enter into any swap or other arrangement that transfers any economic consequences of ownership of Common Stock until the one year anniversary of the earlier of (i) the effective date of the registration statement resulting not less than seventy-five (75%) of the Investors’ shares and the 2009 Make Good Shares (collectively, the “Registrable Shares”), or (ii) the date on which all of the Registrable Shares can be sold without volume restrictions under Rule 144.

3,156,808 shares of the 10,241,893 shares of Common Stock owned by the Reporting Person are placed in an escrow account pursuant to the Make Good Escrow Agreement by and among the Issuer, the Reporting Person, the Investors and the escrow agent named therein. In the event that the Issuer does not achieve the 2009 Targets, the 3,156,808 shares of Common Stock will be conveyed to the Investors for no additional consideration. In the event that the Issuer meets the 2009 Targets, the 3,156,808 shares will be transferred to Mr. Li.

Item 7. Material to be Filed as Exhibits.

1.   Securities Purchase Agreement by and among the Issuer, Green Agriculture Holding Corporation, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., and the investors named therein, dated December 24, 2007.*

2.   Share Exchange Agreement by and among Green Agriculture Holding Corporation, the Issuer and the shareholders of Green named therein, dated December 24, 2007.*

3.   Lock-Up Agreement between Mr. Yinshing David To, Mr. Tao Li and the Issuer, dated December 24, 2007.*

4.   Make Good Escrow Agreement by and among the Issuer, the investors named therein, Yinshing David To and Tri-State Title & Escrow, LLC, as escrow agent, dated December 24, 2007.*

5.   Call Option Agreement between Tao Li and Yinshing David To, dated December 24, 2007.*

6.   Voting Trust Agreement between Tao Li and Yinshing David To, dated December 24, 2007.

* Incorporated by reference to the exhibits to the Issuer’s Current Report of Form 8-K, filed with the SEC on January 2, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Date:January 4, 2008

By:	/s/ Yinshing David To
	Name: Yinshing David To

EX-99.1

VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (“Agreement”) is made and entered into by and between Yinshing David To (“Holder”), shareholder of Discovery Technologies, Inc. (“Corporation”), and Tao Li (“Voting Trustee”) as of December 24, 2007.

RECITALS:

WHEREAS, Holder owns 6,535,676 shares (the “Shares”) of the Corporation’s $0.001 par value per share common stock (the “Common Stock”); 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 COMMON

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/  Tao Li

              Tao Li

Holder:

    /s/Yinshing David To

         Yinshing David To