SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “ Agreement ”) is made and entered into as of the 5th day of February, 2009, by and between Sunwin International Neutraceuticals, Inc., a Nevada corporation (the “ Corporation ”) and Wild Flavors, Inc., a Delaware corporation (“ Wild ”).

A.            The Corporation desires to sell 20,000,000 newly issued shares of common stock, $0.001 par value per share (the “ Purchased Shares ”) to Wild, at a price of $0.15 per share, in exchange for cash consideration of Three Million Dollars ($3,000,000) (the “ Consideration ”).

B.            Additionally and   also in exchange for the Consideration, the Corporation agreed to issue a warrant to Wild for the purchase of up to 26,666,666 newly issued shares of common stock, $0.001 par value per share, in the Corporation (the “ Warrant Shares ”), at an exercise price of $0.35 per share, in the form of Exhibit A attached hereto (the “ Warrant ”).

C.            Wild desires to purchase all of the Purchased Shares and to acquire the Warrant from the Corporation, and the Corporation desires to sell and issue all of the Purchased Shares and issue the Warrant to the Corporation, in consideration for the payment of the Consideration by Wild to the Corporation, upon the terms and subject to the conditions set forth in this Agreement.

D.            The Corporation owns all of the issued and outstanding shares of stock in Sunwin Stevia International Corp., a Florida corporation, free and clear of any and all liens or other encumbrances, whatsoever (the “ Subsidiary ”).

E .           Wild, the Corporation and the Subsidiary desire that the Corporation and the Subsidiary enter into a Distribution Agreement in the form of Exhibit B attached hereto (the “ Distribution Agreement ”) that provides the Subsidiary with certain rights regarding the sale, marketing and distribution of steviaside and the OnlySweet® product worldwide.

F .           In order to provide for the rights of the parties relating to their respective ownership interests in the Corporation and the governance of the Corporation, at the Closing, the parties, along with Mr. Laiwang Zhang (“ Chairman Zhang ”), shall execute and deliver to each other a Stockholders Agreement in the form of Exhibit C attached hereto (the “ Stockholders Agreement ”).

G.            Immediately following the Closing (as defined below), the Corporation shall take and cause to have taken the actions necessary to cause the Subsidiary (i) to convert from a Florida corporation to a Delaware limited liability company (the “ Conversion ”), and (ii) to adopt the Limited Liability Company Agreement in the form of Exhibit D attached hereto (the “ Subsidiary Operating Agreement ”), pursuant to which Wild will be appointed as the sole Manager of the Subsidiary and given other rights and authority regarding the management of the Subsidiary for as long as the Distribution Agreement is in effect.

H.            In exchange for certain services to be provided by Wild to the Corporation and the Subsidiary during the two year period following the Closing (as defined below), as more specifically set forth on Exhibit E attached hereto (the “ Services ”), immediately following the Conversion, the Subsidiary shall issue 4,500 membership units in the Subsidiary to Wild (the “ Initial Sub Units ”), such that Wild will own 45% of the outstanding membership interests of the Subsidiary. The parties hereby agree that the fair market value of the Services at the time the same shall be provided by Wild will be valued in the aggregate amount of One Million Dollars ($1,000,000).

I.            The Corporation and Wild desire that Wild shall have the option (the “ Exchange Option ”), expiring December 31, 2010, to exchange the Initial Sub Units for 6,666,666 newly issued shares of common stock, $0.001 par value per share, in the Corporation (the “ Exchange Shares ”).

J.            The Corporation and Wild further desire that Wild shall have a conditional option to acquire from the Subsidiary a certain number of membership units in the Subsidiary (the “ Bonus Option ”).  The number of membership units of the Subsidiary that Wild may earn (the “ Bonus Option Units ”) would be the greater of (a) the number of membership units necessary such that Wild would own 51% of the issued and outstanding membership units of the Subsidiary after exercise of the Bonus Option and (b) the number of membership units equal to 6% of the then issued and outstanding membership units of the Subsidiary. In order to exercise the Bonus Option, (i) Wild must not have exercised the Exchange Option and (ii) the Subsidiary must have achieved cumulative pre-tax profits of $3,000,000 on or before December 31, 2011 computed in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) except that the cost of insurance required to be purchased by the Subsidiary pursuant to the terms of the Distribution Agreement shall not be included as an expense or cost when calculating such pre-tax profit calculation  Upon exercise of the Bonus Option, Wild would pay to the Subsidiary an aggregate exercise price of $1,000.00.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.             Authorization, Sale and Issuance of the Purchased Shares and the Warrant Shares and Issuance of the Warrant .

1.1             Closing . The closing (the “ Closing ”) of all of the transactions contemplated hereunder (the “ Contemplated Transactions ”), shall take place at the offices of Frost Brown Todd LLC, 2200 PNC Center, 201 E. Fifth Street, Cincinnati, Ohio 45202, on February 5, 2009, or on such other day as may be mutually agreed upon by the parties (the “ Closing Date ”).

1.2             Authorization by the Corporation . At or prior to the Closing, the Corporation shall have authorized (a) the sale and issuance to Wild of all of the Purchased Shares, (b) the issuance to Wild of the Warrant, and (c) the reservation for future issuance to Wild of all of the Warrant Shares and the Exchange Shares. On or prior to the Closing, the

Corporation shall have duly reserved sufficient shares of Common Stock to be issued upon the exercise of the Warrant and the Exchange Option.

1.3             Purchase and Sale of the Purchased Shares and Issuance of the Warrant; Issuance of Exchange Option and Bonus Option; Payment of the Consideration .

(a)            At the Closing, Wild shall purchase from the Corporation and the Corporation shall issue and sell to Wild, all of the Purchased Shares, free and clear of any and all liens or other encumbrances, whatsoever, and the Corporation shall issue to Wild the Warrant, all in exchange for the delivery by Wild of the Consideration, in the manner set forth hereunder. At the Closing, Wild shall deliver to the Corporation the Consideration, by way of wire transfer of immediately available funds, to an account to be designated by the Corporation in writing at least two business days prior to the Closing. In addition, the Corporation shall grant to Wild the Exchange Option effective upon the issuance of the Initial Sub Units.

(b)            Concurrently with the completion of the Conversion, the Corporation shall cause the Subsidiary to issue to Wild the Initial Sub Units in exchange for Wild’s agreement to perform the Services set forth on Exhibit E or as may otherwise be agreed upon by the parties in writing during the two-year period following the Closing.

1.4             Other Agreements . As further consideration for each party’s obligations under this Agreement and as specifically bargained for inducements to enter into this Agreement, at the Closing, the parties shall deliver to each other each of the following agreements:

(a)             Stockholders Agreement .  A duly executed copy of the Stockholders Agreement, which the Corporation shall cause Chairman Zhang and certain other shareholders of the Corporation to execute and deliver a copy of the same at the Closing.

(b)             Subsidiary Operating Agreement .  The Corporation shall deliver to Wild a copy of the Subsidiary Operating Agreement to be executed upon the Conversion.

(c)             Distribution Agreement .  The Corporation shall deliver to Wild a duly executed copy of the Distribution Agreement, in a form acceptable to the Corporation, Wild and the Subsidiary.

2.             Closing Deliveries .

2.1             Closing Deliverables of Wild . At the Closing, Wild shall deliver to the Corporation each of the following items:

(a)            the Consideration;

(b)            a duly executed copy of the Stockholders Agreement;

(c)            a duly executed certificate of an officer of Wild certifying, as complete and accurate as of the Closing, to the incumbency and signatures of the officers of Wild executing this Agreement and any other document relating to the transactions contemplated by this Agreement (the “ Contemplated Transactions ”);

(d)            a duly executed certificate of an officer of Wild certifying as to the satisfaction of the conditions set forth in Sections 5.2(a) and 5.2(b);

2.2             Closing Deliverables of the Corporation . At the Closing, the Corporation shall deliver to Wild each of the following items:

(a)            a certificate representing all of the Purchased Shares, duly issued in the name of Wild;

(b)            a duly executed copy of the Warrant;

(c)            a copy of the Stockholders Agreement, duly executed by the Corporation and Chairman Zhang;

(d)            a duly executed copy of the Subsidiary Operating Agreement;

(e)            a duly executed copy of the Distribution Agreement;

(f)            a duly executed certificate of an officer of the Corporation certifying, as complete and accurate as of the Closing, to the incumbency and signatures of the officers of the Corporation executing this Agreement and any other document relating to the Contemplated Transactions;

(g)            a duly executed certificate of an officer of the Corporation certifying as to the satisfaction of the conditions set forth in Sections 5.1(a) and 5.1(b);

(h)            any and all consents or approvals which may be necessary to allow the Corporation to consummate the Contemplated Transactions, all of which are listed on Schedule 2.2(g) (the “ Consents ”), in a form and substance reasonably satisfactory to Wild and its counsel; and

(i)            resolutions of the Corporation’s Board of Directors and stockholders (the “ Resolutions ”), authorizing the Corporation’s consummation of all of the Contemplated Transactions and the performance by the Corporation of all of its obligations hereunder, and certified by an officer of the Corporation.

3.             Representations and Warranties of the Corporation . In order to induce Wild to enter into this Agreement, the Corporation hereby represents and warrants to Wild as follows:

3.1             Organization; Capitalization; and Authority .

(a)            The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Corporation is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which failure to so qualify would not have a Material Adverse Effect. For purpose of this Agreement, a “ Material Adverse Effect ” shall mean a material adverse effect on the financial condition, results of operations, properties or business of the Corporation

taken individually, or in the aggregate, as a whole. The Subsidiary is a corporation duly organized and validly existing and in good standing under the laws of the State of Florida. The Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which failure to so qualify would not have a Material Adverse Effect. All the Corporation’s subsidiaries, including the Subsidiary, as of the Closing Date are set forth on Schedule 3.1(a) .

(b)            As of January 9, 2009, the issued and outstanding shares of stock in the Corporation consist of 106,182,416 shares of common stock, par value $0.001 per share (the “ Common Stock ”), and no shares of preferred stock (together, “ Shares ”). The Shares represent all of the issued and outstanding shares of stock in the Corporation immediately prior to the Closing. Immediately following the Closing, 26,666,666 shares of Common Stock in the Corporation will be reserved for issuance to Wild, pursuant to the Warrant, and 6,666,666 shares of Common Stock in the Corporation will be reserved for issuance to Wild, pursuant to the Exchange Option. All of the Shares have been duly authorized and issued by and on behalf of the Corporation. Except as set forth on Schedule 3.1(b) or as provided in this Agreement, there are no options, warrants or other rights issued or outstanding giving any party the right to purchase any additional shares of stock in the Corporation or any membership units in the Subsidiary. The Corporation owns all of the issued and outstanding capital stock in the Subsidiary, free and clear of any and all liens of other encumbrances, whatsoever.

(c)            The Corporation has the full corporate power and authority to execute, deliver and perform this Agreement, the Distribution Agreement, and the Stockholders Agreement, to conduct its business, to own its properties and to consummate all of the Contemplated Transactions. This Agreement, the Distribution Agreement, and the Stockholders Agreement have been duly authorized by all necessary corporate action of the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against it in accordance with their respective terms. The Subsidiary Operating Agreement will be duly adopted by the Corporation, as a member of the Subsidiary, promptly after the Conversion.

3.2             No Conflicts . Neither the execution and delivery of this Agreement, the Distribution Agreement or the Stockholders Agreement, nor the performance by the Corporation or the Subsidiary of any or all of the Contemplated Transactions will violate, conflict with, give rise to any termination right or result in (a) the creation or imposition of any lien, charge or encumbrance upon the Purchased Shares, the Warrant Shares or the Exchange Shares or any of the assets of the Corporation or any of its affiliates or subsidiaries, except as contemplated herein; or (b) the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any other creditor or equity holder of the Corporation, nor result in the acceleration of the due date of any obligation of the Corporation; or (c) the activation of any piggy-back registration rights of any person or entity holding securities or debt of the Corporation or having the right to receive securities of the Corporation under (x) any provision of the Articles of Incorporation or Bylaws of the Corporation, (y) any agreement or commitment to which the Corporation or one of its affiliates is a party, or (z) any law, rule, regulation or order of any court or China, the United States, any state or municipality, any subdivision of any of the foregoing or any subdivision, authority, department, commission, board, bureau, agency, court or

instrumentality of any of the foregoing (each, a “ Governmental Agency ”) applicable to the Corporation or its affiliates.

3.3             Approvals of Governmental Agencies . No approval or authorization of, or filing or registration with, or notice to, any Governmental Agency is required to be obtained or made by the Corporation or the Subsidiary in connection with this Agreement or the Contemplated Transactions.

3.4             Other Consents . No consent of or notice to any Person is required to be obtained or made by the Corporation or the Subsidiary in connection with this Agreement or the Contemplated Transactions.

3.5             Securities Issuance and Compliance .

(a)             Securities Issuance .  Upon their issuance, the Purchased Shares, the Warrant and the Warrant Shares, the Exchange Option and the Exchange Shares and the Initial Sub Units (i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the Securities Act of 1933, as amended (the “ 1933 Act ”) and any applicable state securities laws; (ii) have been, or will be, duly and validly authorized and on the date of issuance of the Purchased Shares, and upon exercise of the Warrant and the exercise of the Exchange Option, the Purchased Shares, Warrant Shares and Exchange Shares, will be duly and validly issued, fully paid and nonassessable or if registered pursuant to the 1933 Act and resold pursuant to an effective registration statement will be free trading and unrestricted; (iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Corporation; (iv) will not subject the holders thereof to personal liability by reason of being such holders, provided Wild’s representations herein are true and accurate; and (v) provided Wild’s representations herein are true and accurate, will have been issued in reliance upon an exemption from the registration requirements of and will not result in a violation of Section 5 under the 1933 Act.

(b)             Reporting Corporation .  Pursuant to the provisions of the Securities Exchange Act of 1934 Act (the “1934 Act”), the Corporation has filed all reports and other materials required to be filed thereunder with the United States Securities and Exchange Commission (the “ Commission ”) during the preceding 12 months.

(c)             No Market Manipulation . The Corporation and its affiliates have not taken, and will not take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Corporation’s common stock to facilitate the sale or resale of the Purchased Shares, the Warrant Shares or the Exchange Shares or affect the price at which the Purchased Shares, Warrant Shares and Exchange Shares may be issued or resold, provided, however, that this provision shall not prevent the Corporation from engaging in investor relations/public relations activities consistent with past practices.

(d)             Information Concerning Corporation . The Corporation has furnished Wild with or has confirmed that Wild has had access at the EDGAR Website of the Commission to the Corporation’s Form 10-K (and any amendments thereto) for the year ended

April 30, 2008 and all periodic and current reports filed with the Commission thereafter, but not later than five business days before the Closing Date (hereinafter referred to as the “ Reports ”). The Reports contain all material information relating to the Corporation and its operations and financial condition as of their respective dates and all the information required to be disclosed therein. Since the last day of the fiscal year of the most recent audited financial statements included in the Reports (“ Latest Financial Date ”), and except as modified in the Schedules hereto, there has been no Material Adverse Effect relating to the Corporation’s business, financial condition or affairs not disclosed in the Reports. The Reports including the financial statements therein, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made.

(e)             Stop Transfer . The Corporation will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Purchased Shares, the Warrant Shares or the Exchange Shares, except as may be required by any applicable federal or state securities laws (and, if so required, unless contemporaneous notice of such instruction is given to Wild).

(f)             Not an Integrated Offering .  Neither the Corporation, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offer of the Purchased Shares, Warrant Shares or Exchange Shares pursuant to this Agreement to be integrated with prior offerings by the Corporation for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the OTC Bulletin Board (“ Bulletin Board ”) or any Principal Market which would impair the exemptions relied upon in this Agreement or the Corporation’s ability to timely comply with its obligations hereunder. Nor will the Corporation or any of its affiliates take any action or steps that would cause the offer or issuance of the Purchased Shares or the Warrant Shares, the Exchange Shares to be integrated with other offerings which would impair the exemptions relied upon in this Agreement or the Corporation’s ability to timely comply with its obligations hereunder. The Corporation will not conduct any offering other than the transactions contemplated hereby that will be integrated with the offer or issuance of the Purchased Shares, Warrant Shares or Exchange Shares, which would impair the exemptions relied upon in this Agreement or the Corporation’s ability to timely comply with its obligations hereunder.

(g)             No General Solicitation .  Neither the Corporation, nor any of its affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Purchased Shares, the Warrant Shares or the Exchange Shares.

(h)             Listing . The Corporation’s common stock is quoted on the Bulletin Board under the symbol: SUWN. The Corporation has not received any oral or written notice that its common stock is not eligible nor will become ineligible for quotation on the Bulletin Board nor that the common stock does not meet all requirements for the continuation of such quotation.

(i)             Investment Company .  Neither the Corporation nor any affiliate is an “investment company” within the meaning of the Investment Corporation Act of 1940, as amended.

3.6             Litigation . Except as set forth in Schedule 3.6 , there is no pending or threatened action, suit, proceeding or investigation before any court, Governmental Agency or body, or arbitrator having jurisdiction over the Corporation, the Subsidiary or any of its affiliates that would affect the execution by the Corporation or the performance by the Corporation of its obligations under this Agreement. There is no pending, or, to the knowledge of the Corporation, basis for any, action, suit, proceeding or investigation before any court, Governmental Agency or body, or arbitrator having jurisdiction over the Corporation, the Subsidiary or any of its affiliates which litigation if adversely determined would have a Material Adverse Effect.

3.7             Dilution .  The Corporation’s executive officers and directors understand the nature of the securities being sold hereby and recognize that the issuance of the Purchased Shares, the Warrant Shares and the Exchange Shares will have a potential dilutive effect on the equity holdings of other holders of the Corporation’s equity or rights to receive equity of the Corporation. The board of directors of the Corporation has concluded, in its good faith business judgment that the issuance of the Purchased Shares, the Warrant and the Warrant Shares, the Exchange Option and the Exchange Shares is in the best interests of the Corporation. The Corporation specifically acknowledges that its obligations to issue the Warrant Shares upon exercise of the Warrants and the Exchange Shares upon exercise of the Exchange Option are binding upon the Corporation and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Corporation or parties entitled to receive equity of the Corporation.

3.8             Insurance . The Corporation has provided to Wild an accurate and complete description of all policies of insurance, and copies of such policies if requested by Wild, covering the Corporation and/or the Subsidiary or all or any portion of their property and assets necessary for the Corporation to satisfy its obligations under the Distribution Agreement. All such policies are in full force and effect, all premiums covering all periods up to the date hereof have been paid and no notice of cancellation or termination has been received with respect to any such policy. Such policies are in compliance with all agreements to which the Corporation or the Subsidiary is a party, are valid and enforceable, will remain in full force and effect through the term of the Distribution Agreement, and will not be affected by the Contemplated Transactions.

3.9             No Undisclosed Liabilities .  The Corporation has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the Reports, other than those incurred in the ordinary course of the Corporation’s businesses since the Latest Financial Date and which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as disclosed on Schedule 3.9 .

3.10             No Disagreements With Accountants or Lawyers . There are no disagreements of any kind presently existing or reasonably anticipated between the Corporation and the Subsidiary, on the one hand, and any accountants, lawyers or other services providers employed or engaged by the Corporation or the Subsidiary at any point in the past, including, but

not limited to the payment of any amounts claimed owed by the Corporation or the Subsidiary to any such service provider, nor have there been any such agreements during the past three years.

3.11             Taxes . The Corporation and the Subsidiary have each filed on a timely basis all Tax Returns required to be filed on or before the date hereof pursuant to all applicable laws or regulations of each Governmental Agency having jurisdiction over either of them. The Corporation and the Subsidiary have each paid, or established a reserve set forth in the Reports to the extent required by United States generally accepted accounting principles consistently applied for, all Taxes due, including, without limitation, pursuant to those Tax Returns, or pursuant to any assessment received by either of them. Neither the Corporation nor the Subsidiary has requested any extension of time for the payment of Taxes. To the best of the Corporation’s knowledge, there exists no proposed tax assessment or tax audit against or affecting the Corporation or the Subsidiary, except as disclosed in the Balance Sheet. All Taxes that the Corporation or the Subsidiary has been required by law to withhold or collect have been duly withheld or collected and paid or will be timely paid to the proper Governmental Agency. All Tax Returns filed by the Corporation and/or the Subsidiary are true, correct and complete in all material respects.  For purposes of this Agreement, “ Taxes ” shall mean all taxes, penalties, interest, or other assessments or charges including, without limitation, income, transfer, excise, franchise, sales, use, property, employment, withholding, social security, workers’ compensation, and value added taxes and customs duties, imposed by any Governmental Agency.  For purposes of this Agreement, “ Tax Returns ” shall mean any return, report, information return or other document (including any related or supporting information) filed or required to be filed with any Governmental Agency in connection with any Taxes.

3.12             No Undisclosed Events or Circumstances . Except as set forth in Schedule 3.12 , since the Latest Financial Date, no event or circumstance has occurred or exists with respect to the Corporation or its businesses, properties, operations or financial condition, that, under applicable law, rule or regulation, requires public disclosure or announcement prior to the date hereof by the Corporation but which has not been so publicly announced or disclosed in  the Reports.

3.13             Affiliated Transactions . Except as set forth in Schedule 3.13 or in the Reports, none of the officers, directors, stockholders, or relatives of any of the foregoing, nor any person controlled by any of them, has any interest (other than as a non-controlling holder of securities of a publicly-traded company), either directly or indirectly, in any person (whether as an employee, officer, director, shareholder, agent, independent contractor, security holder, creditor, consultant or otherwise) that currently (i) provides any services or designs, produces or sells any products or product lines, or engages in any activity which is the same, similar to or competitive with any activity or business in which the Corporation or the Subsidiary is now engaged; (ii) is a supplier of, customer of, creditor of, or has an existing contractual relationship with, the Corporation or the Subsidiary; or (iii) has any direct or indirect interest in any asset or property used by the Corporation or the Subsidiary or any property, real or personal, tangible or intangible, that is necessary or desirable for the conduct of the business of the Corporation or the Subsidiary.

3.14             Brokerage Fees, Etc .   No person has any claim for any brokerage fees, commissions or similar payments with respect to the Contemplated Transactions, based upon any agreement or understanding made by the Corporation.

3.15             Compliance   with Laws .

(a)            Except as set forth on Schedule 3.15 , the operations of the Corporation and the Subsidiary have been conducted in all material respects in accordance with, and the Corporation and the Subsidiary are each in compliance in all material respects with, all applicable laws and regulations, whether legislated or enacted in the United States, China or elsewhere in the world, including, without limitation those which relate to:

(i)            giving or agreeing to give any gift or similar benefit of more than nominal value on behalf of the Corporation or the Subsidiary to any customer, supplier, employee or official of any Governmental Agency (domestic or foreign), to induce the recipient or his employer to do business, grant favorable treatment or compromise or forego any claim;

(ii)            making any payment which might be improper under prevailing laws (regardless of the jurisdiction in which such payment was made) to promote or retain sales or to help, procure or maintain good relations with suppliers;

(iii)            engaging in any activity which would constitute a violation of the federal or applicable state antitrust laws;

(iv)            dealings with the United States or Chinese government or any agency or department thereof, including, but not limited to, any law with respect to conspiracy to defraud, false claims, conspiracy to defraud the United States, embezzlement or theft of public money, fraud and false statements, false demands against the United States, mail fraud, wire fraud, RICO and truth in negotiations; or

(v)            pollution or protection of the environment, including emissions, discharges or releases of contaminants, or hazardous or toxic materials or wastes into air, water or land, or otherwise relating to the distribution, use, storage, disposal, transport or handling of pollutants, contaminants or hazardous or toxic material or waste.

Neither the Corporation nor the Subsidiary has received any notification of any asserted present or past failure to comply with any such laws or regulations. No gift or benefit is required in connection with the operations of the Corporation or the Subsidiary or their respective businesses, to avoid any fine, penalty, cost, expense or Material Adverse Effect. The Corporation and the Subsidiary have all licenses, permits and approvals from Governmental Agencies required under all applicable laws and regulations for the conduct of their respective businesses and neither is in violation of any of them, other than violations, individually or in the aggregate, which will not have a Material Adverse Effect. Each license, permit and approval is in full force and effect, and, to the best of the Corporation’s knowledge, no suspension or cancellation has been threatened.

(b)            To the Corporation’s knowledge, none of the directors, officers, managers or key employees of the Corporation or the Subsidiary have been (i) arrested for or convicted of any material crime, including any felony or crime of moral turpitude (whether material or not), (ii) indicted or (iii) adjudged bankrupt, and none of them has served as an officer or director of a bankrupt entity and none has been restricted in any way from bidding on contracts with the government of the United States or China.

(c)            The Corporation and the Subsidiary are in full compliance with the Immigration Reform and Control Act of 1986, as amended, and all employees or independent contractors who are not United States citizens and who work in the United States are (i) named in Schedule 3.15 , (ii) currently authorized under United States immigration laws to hold United States employment as described in Schedule 3.15 , (iii) will continue to have such employment authorization throughout the term of this Agreement and (iv) otherwise in compliance with United States immigration laws.

3.16             Absence of Certain Corporation Control Person Actions or Events . The term “ Corporation Control Person ” means each director, executive officer, promoter, and such other persons as may be deemed in control of the Corporation pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act. To the Corporation’s knowledge, none of the following has occurred during the past five years with respect to a C