CONSULTING SERVICES AGREEMENT (English Translation)Consulting Services Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software
This Consulting Services Agreement (this “Agreement”) is dated October 28, 2005, and is entered into in Xian, China between Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a company incorporated under the laws of the Cayman Islands, located at Scptoa Center, 4th Floor, George Town, Grand Cayman, Cayman Islands, (“Party A”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No 4, Suite 10601, Feng Hui Road, South, Jiezhuo Plaza, Gao Xin District, Xi’an, Shanxi Province, China 710075. Party A and Party B are referred to collectively in this Agreement as the “Parties.”
OPTION AGREEMENT (English Translation)Option Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software
This Option Agreement (this “Agreement”) is entered into as of October 28, 2005 between and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a corporation organized under the laws of the Cayman Islands (“Party A”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability organized under the laws of the PRC (“Party B”), with a registered address at No. 4, Suite 10601, Feng Hui Road, South, Jiezhou Plaza, Gao Xin District, Xi’an, Shanxi Province, China 710075, Mr. Weibing Lu, chairman and shareholder of Party B (“Chairman”), and each of the shareholders of Party B listed on Appendix 1 of this Agreement (the “Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a “Party.”
OPERATING AGREEMENT (English Translation)Operating Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software
This Operating Agreement (this “Agreement”) is dated October 28, 2005 and is entered into between and among Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a company organized under the laws of the Cayman Islands (“Party A”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd. (“Party B”), a company with joint stock limited liability organized under the laws of the People’s Republic of China (“PRC”), with a registered address at No. 4, suite 10601, Feng Hui Road, South, Jiezhuo Plaza, Gao Xin District, Xi’an, Shanxi Province, China 710075, and each of the shareholders of Party B listed on Appendix 1 (“Shareholders”). Party A, Party B, Chairman and Shareholders are collectively referred to in this Agreement as the “Parties.”
EQUITY PLEDGE AGREEMENT (English Translation)Equity Pledge Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated October 28, 2005, and is entered into between Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a company with limited liability organized under the laws of the Cayman Islands (“Pledgee”), and each of the shareholders of Party B listed on Appendix 3 and the signature pages hereto (collectively, the “Pledgors”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd. (hereinafter “Xian Tianxing”), a company with joint stock limited liability registered in Xi’an, China. .
Third Amendment to Share Exchange AgreementShare Exchange Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software
WHEREAS, the undersigned are parties to that certain Share Exchange Agreement entered into on September 20, 2005, as amended on September 22, 2005 and October 14, 2005 (collectively referred to herein as the “Share Exchange Agreement”) entered into by and among the shareholders of Skystar Bio-Pharmaceutical Company, a Cayman Island Company (“Skystar”), listed on Schedule I attached thereto (each, a “Skystar Shareholder,” collectively, the “Skystar Shareholders”), on the one hand; and The Cyber Group Network Corporation, a publicly traded Nevada corporation (OTCBB: CGPN.OB) (“CGPN”), R. Scott Cramer, an individual, Steve Lowe, an individual, David Wassung, an individual (all hereinafter referred to collectively as the “CGPN Shareholders”) on the other hand.
PROXY AGREEMENT (English Translation)Proxy Agreement • November 14th, 2005 • Cyber Group Network Corp • Services-prepackaged software
This Proxy Agreement (the “Agreement”) is entered into as of October 28, 2005 between Skystar Bio-Pharmaceutical (Cayman) Holdings Co., Ltd., a corporation organized under the laws of the Cayman Islands, (“Party A” or “Proxy Holder”), and Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited liability registered in Xi’an with a registered address at No. 4, Suite 10601, Feng Hui Road, South, Jiezhou Plaza, Gao Xin District, Xi’an, Shanxi Province, China 710075, (“Party B”), Mr. Weibing Lu, chairman and shareholder of Party B (“Chairman”), and each of the parties listed on Appendix 1 of this Agreement (“Shareholders”). In this Agreement, Party A, Party B, the Chairman and the Shareholders are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a “Party”.
