f8k020111ex10xii_neweratech.htm

This Equity Pledge Agreement (hereinafter this "Agreement"! is dated December 23,2010, and is entered into in Yongzhou City, Hunan Province, People's Republic of China (4TRC" or "China") by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd. ("Pledgee"), and the shareholder listed on the signature pages hereto ( "Pledgor") of Hunan Xiangmei Food Co., Ltd. ("Hunan Xiangmei"). Hunan Xiangmei is made a party to this Agreement for the purpose of acknowledging the Agreement

3. The Pledgor are shareholders of the Hunan Xiangmei, each legally holding such amount of equity interest of theHunan Xiangmei as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Hunan Xiangmei (collectively the "Equity Interest").

4. The Pledgee and the Hunan Xiangmei have executed a Consulting Services Agreement dated December 23, 2010 (the "Consulting Services Agreement") concurrently herewith, pursuant to which the Hunan Xiangmei shall pay consulting and service fees (the "Consulting Services Fee") to the Pledgee for consulting and related services in connection with the Business.

5. In order to ensure that the Hunan Xiangmei will perform its obligations under the Consulting Services Agreement, and in order to provide an additional mechanism for the Pledgee to enforce its rights to collect the Consulting Services Fee from the Hunan Xiangmei, the Pledgor agree to pledge all their equity interests in the Hunan Xiangmei as security for the performance of the obligations of the Hunan Xiangmei under the Consulting Services Agreement, including payment of the Consulting Services Fee.

1.2 "Equity Interest" refers to all the equity interests in the Hunan Xiangmei legally held by the Pledgor.

1.3 "Term of Pledge" refers to the period provided for under Section 3.2 hereunder.

1.4 "Event of Default" refers to any event in accordance with Section 7.1 hereunder.

1.5 "Notice of Default" refers to the notice of default issued by the Pledgee in accordance with this Agreement

2. The Pledge. The Pledgor hereby pledge the Equity Interest to the Pledgee as a security for the obligations of the Hunan Xiangmei under the Consulting Services Agreement (the "Pledge"). Pursuant thereto, the Pledgee shall have priority in receiving payments from the evaluation or the proceeds from the auction or sale of the Equity Interest The Equity Interest shall hereinafter be referred to as the "Pledged Collateral".

3.1 The Pledge shall take effect as of the date when the Pledge is recorded in the Hunan Xiangmei's Register of Shareholders, and shall expire two (2) years from the Hunan Xiangmei's satisfaction of all its obligations under the Consulting Services Agreement (the "Term").

3.2 During the Term, the Pledgee shall be entitled to vote, control, sell, or dispose of the Pledged Collateral in accordance with this Agreement in the event that the Hunan Xiangmei does not perform its obligations under the Consulting Services Agreement, including without limitations thee failures to pay the Consulting Service Fee.

4.1 The Pledge shall be recorded in the Hunan Xiangmei's Register of Shareholders. The Pledgor shall, days after the date of this Agreement, process the registration procedures with the Administration for Industry and Commerce concerning the Pledge.

4.2 To the maximum extent permitted by the PRC laws, the Pledgor and Pledgee will file the application with Administration for Industry and Commerce with competent authority to register the Pledge within the term of this Agreement

4.3 Pledgor and Pledgee agree to use their best efforts to take any action required for the completion of the registration of the Pledge, mcluding without limitation, the execution of documents, the payment of filing fees and submission of applications.

6.1.1 Not transfer or assign the Pledged Collateral, nor create or permit to create any pledge or encumbrance to the Pledged Collateral which may adversely affect the rights and/or benefits of the Pledgee without the Pledgee's prior written consent

6.1.2 Comply with the laws and regulations with respect to the Pledge; present to Pledgee any notices, orders or advisements with respect to the Pledge that may be issued or made by a competent PRC authority within five (5) days upon receiving such notices, orders or advisements; comply with such notices, orders or advisements; or object to the foregoing matters upon the reasonable request of the Pledgee or with consent from the Pledgee.

6.1.3 Timely notify the Pledgee of any events which may affect the Pledged Collateral or the Pledgor* rights thereto, or which may change any of the Pledgor* warranties or affect the Pledgor's performance of their obligations under this Agreement.

6.2 The Pledgor agree that the Pledgee's right to the Pledge pursuant to this Agreement shall not be suspended or inhibited by any legal proceedings initiated by the Pledgor, jointly or separately, or by any successor of or any person authorized by the Pledgor.

6.3 The Pledgor represent and warrant to the Pledgee that in order to protect and perfect the security for the payment of the Consulting Services Fee, the Pledgor shall execute in good faith and cause other parties who have interests in the Pledged Collateral to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee.

6.4 The Pledgor represent and warrant to the Pledgee or its appointed representative (whether a natural person or a legal entity) that they will execute all applicable and required amendments in connection with the registration of the Pledge, and within a reasonable amount of time upon request, provide the relevant notice, order and decision regarding such registration to the Pledgee.

6.5 The Pledgor represent and warrant to the Pledgee that they will abide by and perform all relevant guarantees, covenants, warranties, representations and conditions necessary to insure the rights of the Pledgee under this Agreement The Pledgor shall compensate all the losses suffered by the Pledgee as a result of the Pledgor* failure to perform any such guarantees, covenants, warranties, representations or conditions.

7.1.1 This Agreement is deemed illegal by a governing authority of the PRC, or the Pledgor is incapable of continuing to perform the obligations herein due to any reason except force majeure',

7.1.2 The Hunan Xiangmei fails to timely pay the Consulting Services Fee in full as required under the Consulting Service Agreement;

7.1.3 A Pledgor makes any materially false or misleading representations or warranties under Section 5 herein, or breaches any warranties under Section S herein;

7.1.4 A Pledgor breaches the covenants under Section 6 herein;

7.1.5 A Pledgor breaches any terms and conditions of this Agreement;

7.1.6 A Pledgor transfers or assigns, cause to be transferred or assigned, or otherwise abandons the Pledged Collateral without the prior written consent of the Pledgee;

7.1.7 The Hunan Xiangmei is incapable of repaying debt;

7.2 A Pledgor shall immediately give a written notice to the Pledgee if such Pledgor is aware of or discovers that any event under Section 7.1 herein, or any event that may result in any one of the foregoing events, has occurred or is likely to occur.

7.3 Unless an Event of Default has been resolved to the Pledgee's satisfaction within IS days of its occurrence (the "Cure Period"), the Pledgee may, at any time thereafter, give a written default notice (the "Default Notice") to the Pledgor and require the Pledgor to immediately make full payment of the then outstanding Consulting Service Fee and any other outstanding payables in accordance with Section 8 herein.

8.1 Authorized Action by Secured Party, The Pledgor hereby irrevocably appoint Pledgee as the attorney-in-fact of the Pledgor for the purpose of carrying out the security provisions of this Agreement and to take any action and execute any instrument that the Pledgee may deem necessary or advisable to accomplish the purpose of this Agreement. Such power of attorney shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral) by any person, upon the occurrence an Event of Default Pledgee shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so.

(f) All rights of the Pledgor that they would otherwise be entitled to enjoy or exercise with respect to the Pledged Collateral, including without limitations the rights to vote and to receive distributions, shall cease without any further action by or notice, and all such rights shall thereupon become .vested in the Pledgee; and

(g) The Pledgor shall execute and deliver to the Pledgee such other instruments as the Pledgee may request in order to permit the Pledgee to exercise the rights set forth herein.

8.2 Other Remedies. Upon the expiration of the Cure Period, the Pledgee, in addition to the remedies set forth in Section 8.1 or such other rights in law, equity or otherwise, may, without notice or demand on the Pledgor, elect any of the following:

(b) Foreclose or otherwise enforce the Pledgee's security interest to the Pledged Collateral in any manner permitted by law or provided under this Agreement;

(d) Exercise any and all rights as the beneficial and legal owner of the Pledged Collateral, including, without limitation, the transfer and exercise of voting and any other rights to the Pledged Collateral; and

8.3 The Pledgee has priority in the receipt of payments from the proceeds of auction or sale of the Pledged Collateral, in part or in whole, in accordance with legal procedures, until all payment obligations under the Consulting Services Agreement are satisfied.

9.3 Upon the transfer or assignment by the Pledgee of any or all of its rights and obligations under the Consulting Service Agreement, the Pledgee's transferee or assignee shall enjoy and undertake the same rights and obligations as the Pledgee under this Agreement The Pledgor shall be notified of any such transfer or assignment by written notice and at the request of the Pledgee, the Pledgor shall execute such relevant agreements and/or documents with respect to such transfer or assignment.

10.1 The Pledgor shall be responsible for all the fees and expenses in relation to this Agreement, including, but not limited, to legal fees, cost of production, stamp tax and any other taxes and charges. If the Pledgee pays the relevant taxes in accordance with applicable law, the Pledgor shall fully reimburse the Pledgee of such taxes.

10.2 The Pledgor shall be responsible for all expenses (including, but not limited to, any taxes, application fees, management fees, litigation costs, attorney's fees, and various insurance premiums in connection with the disposition of the Pledge) incurred by the Pledgee in its recourse to collect from the Pledgor arising from the Pledgor* failure to pay any relevant taxes and fees.

11.1 "Force Majeure" shall include, but not be limited, to acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, and any unforeseen events beyond a Party's reasonable control or which cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party's reasonable control. A Party affected by Force Majeure shall promptly notify the other Parties of such event in order to be exempted from such Party's obligations under this Agreement.

11.2 In the event that the affected Party is delayed or prevented from performing its obligations under this Agreement due to Force Majeure, die affected Party shall not be responsible for any damage caused by the delay or prevention of such performance, as long as such damage is within the scope of such delay or prevention. The affected Party shall take appropriate means to minimize or remove the effects of Force Majeure and attempt to resume performance of the obligations delayed or prevented by Force Majeure. When such Force Majeure ceases to exist, both Parties covenant and agree to resume the performance of this Agreement with their best efforts.

12. Confidentiality. The Parties hereby acknowledge and agree to ensure the confidentiality of all oral and written materials exchanged relating to this Agreement No Party shall disclose any confidential information to any other third party without the other Parties' prior written approval, unless: (a) such information was in the public domain at the time it was communicated (unless it entered the public domain without the authorization of the disclosing Party); (b) the disclosure was in response to the relevant laws, regulations, or stock exchange rules; or (c) the disclosure was required by any of the Party's legal counsel or financial consultant for the purpose of the transaction underlying this Agreement However, such legal counsel and/or financial consultant shall also comply with the confidentiality as stated hereof The disclosure of confidential information by employees or agents of the disclosing Party is deemed to be an act of the disclosing Party, and such disclosing Party shall bear all liabilities for any breach of confidentiality.

13.2 The Parties shall strive to resolve any disputes arising from the interpretation or performance of this Agreement through amicable negotiations. If a dispute cannot be settled, any Party may submit such dispute to China International Economic and Trade Arbitration Commission ("C1ETAC") for arbitration. The arbitration shall abide by the then current rules of CIETAC, and the arbitration proceedings shall be conducted in Shanghai, China in Chinese. The decision of CIETA shall be final and binding upon the parties.

14. Notices. Any notice given by the parties hereto for the purpose of performing the rights and obligations hereunder shall be in writing. If such notice is delivered by messenger, the time of receipt is the time when such notice is received by the addressee; if such notice is transmitted by facsimile, the time of receipt is the time when such notice is transmitted. If the notice does not reach the addressee by the end of the business day, the following business day shall be the date of receipt The place of delivery is the Party's address as set forth in the signature pages hereto or the address advised in writing including via facsimile.

15. Entire Contract The Parties agree that this Agreement constitutes the entire agreement of the Parties upon its effectiveness and supersedes all prior oral and/or written agreements and understandings relating to this Agreement

16. Severability. If any provision or provisions of this Agreement shall be held by a proper authority to be invalid, illegal, unenforceable or in conflict with the laws and regulations of the PRC, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

18.1 The Parties may amend this Agreement in writing, provided that such amendment shall be duly executed and signed by the Pledgee, the Hunan Xiangmei, and such Pledgor collectively holding a majority of the Equity Interests, and such amendment shall thereupon become a part of this Agreement and shall have the same legal effect as this Agreement.

18.2 This Agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect upon being executed and stamped by the parties hereto. The registration of the Pledge under section 4 will not affect the validity and enforcement of this Agreement.

19. Language and Copies of the Agreement This Agreement shall be executed in English in threer (3) original copies. Each Party shall receive one (1) original copy, all of which shall be equally valid and enforceable.