Unassociated Document

EXHIBIT 10.1

SHARE EXCHANGE AGREEMENT

by and among

WINNER STATE INVESTMENTS LIMITED

FANG CHEN, YANG MIAO AND YING ZHANG

FAITH WINNER INVESTMENTS LIMITED

and

VICTORY DIVIDE MINING COMPANY

dated as of October 3, 2007

SHARE EXCHANGE AGREEMENT

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

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

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

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

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

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

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

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

ARTICLE I

EXCHANGE OF SHARES FOR COMMON STOCK

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

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

Section 1.3 Closing and Actions at Closing.

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

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

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF VICTORY DIVIDE

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

Section 2.1 Corporate Organization

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

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

Section 2.2 Capitalization of VICTORY DIVIDE.

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

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

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

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

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

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

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

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

b.	plan providing for employee benefits of any nature;

c.	lease with respect to any property or equipment;

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

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

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

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

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

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

Section 2.10 Financial Statements; SEC Filings.

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

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

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

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

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

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

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

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

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

ARTICLE III

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

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

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

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

Section 3.3 Subsidiaries and Equity Investments.

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

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

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

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

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

Section 3.6 Investment Representations.

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

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

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

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

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

ARTICLE IV

COVENANTS

Section 4.1 Certain Changes and Conduct of Business.

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

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

ii.

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

iii

except as provided in Section 4.6 hereof:

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

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

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

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

vi.

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

vii.

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

viii.

make or commit to make any material capital expenditures;

ix.

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

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

xi.

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

xii.

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

xiii.

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

xiv.

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

xv.

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

xvi.

commit itself to do any of the foregoing.

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

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

ii.

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

iii.

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

iv.

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

continue to maintain existing business relationships with suppliers.

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

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

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

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

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

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

ARTICLE V

CONDITIONS TO OBLIGATIONS OF WINNER STATE AND FAITH WINNER

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

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

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

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

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

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

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

ARTICLE VI

CONDITIONS TO OBLIGATIONS OF VICTORY DIVIDE

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

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

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

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

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

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

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

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

ARTICLE VII

POST-CLOSING AGREEMENTS

Section 7.1 Purchase Price Adjustment. The parties agree that the total Purchase Price shall be adjusted based on the financial performance of VICTORY DIVIDE on a consolidated basis for the fiscal year ended December 31, 2008 following the Closing as follows (as used in this Agreement, “Net Income” means Net Income as defined in accordance with US GAAP and reported by VICTORY DIVIDE in its audited financial statements for the fiscal year ending December 31, 2008 (the “2008 Financial Statements”) plus any amounts that may have been recorded as charges or liabilities on the 2008 Financial Statements due to the application of EITF No. 00-19 that are associated with (A) any outstanding Warrants of the Company, (B) any issuance under a performance based stock incentive plan that was in existence on the Closing Date or (C) the transactions contemplated under the Securities Escrow Agreement dated the date hereof by and among the Company, Winner State, Vision Opportunity Master Fund, Ltd. and Loeb & Loeb, as escrow agent and Section 7.1 of this Agreement):

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

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

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

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

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

ARTICLE VIII

TERMINATION AND ABANDONMENT

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

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

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

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

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

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

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

ARTICLE IX

MISCELLANEOUS PROVISIONS

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

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

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

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

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

If to Winner State or Faith Winner, to:

PO Box 957, Offshore Incorporations Center,

Road Town, Tortola, British Virgin Islands

with copies to:

Guzov Ofsink, LLC

600 Madison Avenue, 14th Floor

New York, New York 10022

Attention: Darren Ofsink

Tel. No.: (212) 371-8008, ext. 127

Fax No.: (212) 688-7273

If to VICTORY DIVIDE, to:

Victory Divide Mining Company

211 West Wall Street

Midland, Texas 79701

Attention: Glenn A. Little

Tel. No.: (432) 682-1761

Fax No.: (432) 682 2560

with copies to:

Steven L. Siskind, Esq.

645 Fifth Avenue, Suite 403

New York, New York 10022

Tel. No.: (212) 750-2002

Fax No.: (212) 838-7982

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

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

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

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

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

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

Section 9.11 Enforcement of the Agreement. The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereto, this being in addition to any other remedy to which they are entitled at law or in equity.

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

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

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

WINNER STATE INVESTMENTS LIMITED

By:	Shulin Liu
	[Name; Title]

	Chief Executive Officer

/s/ Fang Chen
Fang Chen

/s/ Yang Miao
Yang Miao

/s/ Ying Zhang
Ying Zhang

FAITH WINNER INVESTMENTS LIMITED

By:	Shulin Liu
	[Name; Title]

	Chief Executive Officer

VICTORY DIVIDE MINING COMPANY

By:	Glenn A. Little

	[Name; Title]
	Chief Executive Officer

EXHIBIT A

Securities Purchase Agreement

Please refer to Exhibit 10.2 of the Form 8-K

EXHIBIT B

Capitalization Table

Yanglin Capitalization Table


Post Deal Shares in Victory Divide Mining Company


	Amount Invested		Common Stock		Series A Preferred		Series B Preferred potentially issuable if Series J Exercised		Series A Warrants		Series B Warrants
Winner State International Limited				18,200,000
Beneficial Ownership
Shulin Liu				9,100,000
Huanqin Ding				9,100,000

Investors	$	21,500,000.00		525,000		10,000,000		7,801,268		10,000,000		5,000,000
Vision Opportunity Master Fund, Ltd.	$	8,000,000.00		525,000		3,720,930		3,382,664		3,720,930		1,860,465
Sansar Capital Special Opportunity Master Fund, LP (Cayman Master)	$	5,950,000.00				2,767,442		2,515,856		2,767,442		1,383,721
Vicis Capital Master Fund	$	4,500,000.00				2,093,023		1,902,748		2,093,023		1,046,512
Precept Capital Master Fund, GP	$	500,000.00				232,558				232,558		116,279
Penn Footwear	$	250,000.00				116,279				116,279		58,140
Crescent International Ltd.	$	300,000.00				139,535				139,535		69,767
Benefit Grand Investments Limited	$	500,000.00				232,558				232,558		116,279
Golden Bridge Asset Management	$	1,000,000.00				465,116				465,116		232,558
Leland C Ackerley	$	250,000.00				116,279				116,279		58,140
Newberg Road Partners, LP	$	250,000.00				116,279				116,279		58,140
Kuhns Brothers Securities, Inc.				487,500
Public Shareholders//Glenn Little				487,500
Mass Harmony Assets				300,000

Totals	$	21,500,000		20,000,000		10,000,000		7,801,268		10,000,000		5,000,000

Yanglin Capitalization Table


Post Deal Shares in Victory Divide Mining Company


	Setries J Warrants		Series C Warrants		Series D Warrants		Series E Warrants		Series F Warrants		% of Outstanding Common			% of Outstanding Assuming Preferred is Converted			% Fully Diluted
Winner State International Limited												91.00	%		60.67	%		24.66	%
Beneficial Ownership
Shulin Liu
Huanqin Ding

Investors		7,801,268		7,801,268		3,900,634		0		0		2.63	%		35.08	%		71.58	%
Vision Opportunity Master Fund, Ltd.		3,382,664		3,382,664		1,691,332						2.63	%		14.15	%		29.36	%
Sansar Capital Special Opportunity Master Fund, LP (Cayman Master)		2,515,856		2,515,856		1,257,928						0.00	%		9.22	%		21.31	%
Vicis Capital Master Fund		1,902,748		1,902,748		951,374						0.00	%		6.98	%		16.11	%
Precept Capital Master Fund, GP												0.00	%		0.78	%		0.79	%
Penn Footwear												0.00	%		0.39	%		0.39	%
Crescent International Ltd.												0.00	%		0.47	%		0.47	%
Benefit Grand Investments Limited												0.00	%		0.78	%		0.79	%
Golden Bridge Asset Management												0.00	%		1.55	%		1.58	%
Leland C Ackerley												0.00	%		0.39	%		0.39	%
Newberg Road Partners, LP												0.00	%		0.39	%		0.39	%
Kuhns Brothers Securities, Inc.								1,000,000				2.44	%		1.63	%		2.02	%
Public Shareholders//Glenn Little												2.44	%		1.63	%		0.66	%
Mass Harmony Assets										500,000		1.50	%		1.00	%		1.08	%

Totals		7,801,268		7,801,268		3,900,634		1,000,000		500,000		100.00	%		100.00	%		100.00	%

Legend
Series A Convertible Preferred Stock - Convertible into common at the option of the holder 1:1. Price per share	$	2.15
Series A Warrants - five year term with an exercise price of	$	2.75
Series B Warrants - five year term with an exercise price of	$	3.50
Series J Warrants - 18 month term with an exercise price of	$	2.37
Series C Warrants - five year term with an exercise price of	$	3.03
Series D Warrants - five year term with an exercise price of	$	3.85
Series E Warrants - only for the placement agent - five year term with an exercise price of	$	2.58
Series F Warrants - only for Mass Harmony Assets, the financial cousulting firm - five year term with an exercise price of	$	3.01

Total Common Outstanding Post-Reverse and Post-Finacing		20,000,000
Total Series A Preferred Stock to be sold		10,000,000
Fully Diluted Calculation Assumes the Conversion of all preferred and exercise of all warrant for outstanding shares of		73,804,440

Schedule 2.2

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

None.

Schedule 2.3

Subsidiaries and Equity Interests of VICTORY DIVIDE

None.

Schedule 2.10

VICTORY DIVIDE Dividends, Distributions, Redemptions, etc.

None.

Schedule 3.3(a)

Subsidiaries and Equity Interests of Faith Winner

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

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

Schedule 3.3(b)

Subsidiaries and Equity Interests of Faith Winner

Refer to Schedule 3.3(a).

Schedule 3.7

Yanglin and Mass Harmony Asset Management Limited (“MHA”) dated November 2, 2006, Yanglin is to pay MHA an aggregate of RMB300,000 (approximately US$39,891), half of which is payable within five business days upon the execution of the MHA Agreement, and the balance is due within five business days after the closing of a reverse merger.

MHA is also to receive 1% of the issued and outstanding common stock of VICTORY DIVIDE post-private placement (including the underlying common stock of the Series A Preferred Stock) and warrants to purchase Common Stock valued at 5% of the dollar amount of private placement at an exercise price of 140% of the Series A Preferred Stock price. i.e. 500,000 warrants.

The services MHA shall render, pursuant to the MHA Agreement includes initial due diligence on Yanglin, preparing Yanglin’s business plan and assisting in the corporate restructuring and financial documentation.

On December 12, 2006, Yanglin entered into an engagement agreement with Kuhns Brothers, Inc. (“Kuhns Agreement”). Pursuant to the Kuhns Agreement, Kuhns Brothers, Inc. will be providing the following services:

1.	Financial Advisory Services;
2.	Merger and Acquisition Services; and
3.	Strategic Planning Services.

With respect to the Financial Advisory Services, Kuhns Brothers, Inc. will be paid the following:

a.	a non-refundable signing fee of $50,000,
b.	a non-refundable documentation fee of $35,000 payable upon the delivery of an executive summary and investor powerpoint presentation;
c.	a shell purchase fee of $120,000 payable upon the successful purchase of a public shell; and
d.	a financing fee equal to the following percentages of the total financing value - (i)10 % of any public equity offering and warrants to purchase the amount of common stock (with attached warrants) equal to 10% if such public equity offering and (ii) 10% of the value of warrants or subscription rights when exercised.

With respect to Merger and Acquisition Services, Kuhns Brothers, Inc. will be paid a fee of not less than 5% the equity of the “clean” shell company. For any other form of merger and acquisition, a fee equal to the “Lehman Formula” based on $5 million increments will be paid in the form of either cash or equity value of the organization being acquired.

With respect to the Strategic Planning Services, Kuhns Brothers, Inc. will be paid a non-refundable monthly retainer of $10,000 per month, payable in arrears, prior to closing of the financing and commencing from the closing of the financing, a monthly retainer of $10,000 a month, payable on the first of each month for 24 months.

The Kuhns Agreement also contemplates paying Kuhns Brothers, Inc. an amount equal to 1% of the total offering amount with respect to the reasonable expenses to be incurred by Kuhns Brothers, Inc. in relation to the financing and an initial retainer of $10,000 to Shipman & Goodwin, Kuhn Brothers, Inc.’s placement counsel.

Section 6.7

Employment Contracts, Confidentiality, and Non-competition agreements and

Non-compete Undertaking Letters