0001204459-08-002499 Sample Contracts

English Translation) Real Property Purchase Agreement
Real Property Purchase Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

This Real Property Purchase Agreement (hereinafter as the “Agreement”) is made and entered into as of October 22, 2007, by and between Daqing Shuaiyi Biotech Co., Ltd. (hereinafter as the “Party A") and Heilongjiang Shuaiyi Technology Development Co. Ltd. (hereinafter as the “Party B"). (Collectively, as “Parties”)

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LOAN AGREEMENT
Loan Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

NOW, WHEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Equity Transfer Agreement
Transfer Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

THIS EQUITY TRANSFER AGREEMENT (the "Agreement") is made by and among Heilongjiang Shuaiyi New Energy Development Co., Ltd, a P.R. China corporation (“Shuaiyi”), Party A, Party B, Party C, Party D, Party E, Party F, Party G, Party H, Party I (each, a "Transferor" and collectively, the "Transferors "), and New Zealand WAYNE’S New Resources Development Co., Ltd., a New Zealand corporation (the " Transferee "). Transferors have all the equity interests in Shuaiyi. The Transferors have agreed to transfer all of its equity interests in Shuaiyi to Party J, Transferors will receive their equity transfer prices pro rata in cash (US Dollar) separately.

ESCROW AGREEMENT
Escrow Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc. • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made as of December 23, 2008, by, between, and among YzApp International Inc., a Nevada corporation (the “Company”), the subscriber identified on the signature page hereto (the “Subscriber”) (the Company and Subscriber each an “Escrowing Party” and together, the “Escrowing Parties”), and Sichenzia Ross Friedman Ference LLP, a limited liability partnership organized and existing under the laws of the State of New York (the “Escrow Agent”). The Company, the Subscriber, and the Escrow Agent may be referred to herein individually as a "party" and together as the "parties."

LOAN AGREEMENT AND PROMISSORY NOTE
Loan Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.
English Translation) Exclusive Licensing Agreement For the Cultivation Technology of Cordyceps Militaris
Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

Definition: Cultivation technology of Cordyceps Militaris means the technical know-how for strains cultivation, cultivation techniques for any growth stage, processing method, picking, drying and finished goods packing of Cordyceps Militaris during the complete process.

English Translation) EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

THIS EMPLOYMENT AGREEMENT, dated and effective as of _________(M,D,Y) (the "Agreement"), is made by and between Heilongjiang Shuaiyi New Energy Development Co., Ltd., a P.R.C. corporation (“Party A” or “the Company” ), and Employee (“Party B” or “you”).

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc. • New York

This Amendment No. 1, dated as of December 23, 2008, to the Stock Purchase Agreement (the "Stock Purchase Agreement") made and entered into as of the 6th day of August 2008, by and among BMC Acquisitions Corp., now known as Allied China Investments LLC, an LLC organized and existing under the laws of the State of Delaware, with its principal offices at 570 Lexington Avenue, New York New York 10022 ("Buyer"), Belmont Partners LLC, a Virginia limited liability company having an office at 360 Main Street, Washington Virginia 22747 ("Seller"), and YzApp International Inc., a company organized under the laws of the state of Nevada and traded under the symbol "YZPI" (the "Company").

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc. • New York

This SUBSCRIPTION AGREEMENT is made as of the date appearing at the end of this agreement between YzApp International Inc., a Nevada corporation ("the Company"), and the investor whose name and signature appear at the end of this agreement ("the Investor"). In consideration of the mutual promises contained herein and of other good and valuable consideration, the Company and the Investor mutually agree as follows:

STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc. • New York

This STOCK SUBSCRIPTION AGREEMENT is made as of the date appearing at the end of this agreement between YzApp International Inc., a Nevada corporation ("the Company"), and the investor whose name and signature appear at the end of this agreement ("the Investor"). In consideration of the mutual promises contained herein and of other good and valuable consideration, the Company and the Investor mutually agree as follows:

English Translation) Lease Agreement
Lease Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

NOW, WHEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

English Translation) Land Lease Agreement
Land Lease Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

Whereas: Party A and Party B have entered into the Fixed Assets Transfer Agreement (the “Transfer Agreement”) on October 22, 2007. In the Transfer Agreement, Party B desires to purchase a building with an area of 56581.44m2 which located in Xinzhan Town, Zhaoyuan County, Daiqing City from Party A. As regarding to the right of use of 410,000M2 land of the 56581.44m2 building (sees attached figure dashed area), the authorized representatives of both parties, through friendly negotiations, have agreed to enter into the Agreement under the terms and conditions as stipulated below:

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc. • Nevada

This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 23, 2008, is by and among YzApp International Inc., a Nevada corporation (“YzApp”), New Zealand WAYNE's New Resources Development Co., Ltd., a British Virgin Islands company (“New Resources”), Heilongjiang Shuaiyi New Energy Development Co., Ltd., a PRC wholly foreign-owned enterprise (“WFOE”), Daqing Shuaiyi Biotech Co., Ltd., a PRC company (“Daqing Shuaiyi”), Harbin Shuaiyi Green & Specialty Food Trading LLC, a PRC company (“Harbin Shuaiyi” and together with New Resources, WFOE and Daqing Shuaiyi, the “New Resources Companies”), and the shareholder of New Resources identified on Annex A hereto (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.

English Translation) Lease Agreement
Lease Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc.

In accordance with provisions of Contract Law of the People’s Republic of China, the said Parties enter into this Agreement through friendly consultation.

EARN-IN AGREEMENT
Earn-in Agreement • December 31st, 2008 • Yzapp International Inc • Services-computer programming, data processing, etc. • Hong Kong

This EARN-IN AGREEMENT (the “Agreement”) is made as of September 12, 2008 (the “Effective Date”), between and among (i) New Zealand Wayne’s Investment Holdings Co., Ltd., a British Virgin Islands company (the “Company”); and (ii) _____________________, an individual citizen of the People’s Republic of China (the “Buyer”) (each of the foregoing, a “Party” and together, the “Parties”). Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement.

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