Share Exchange Agreement

EXHIBIT 10





SHARE EXCHANGE AGREEMENT



SHARE EXCHANGE AGREEMENT (this "Agreement") is made this 15th day of October 2007, by and between Universal Fog, Inc., a Delaware corporation ("UFOG"); Thomas Bontems, the Chief Executive Officer of UFOG ( ?Bontems"); Sun Xin, a citizen and resident of the People's Republic of China and majority shareholder of UFOG (the "Majority Shareholder") and 100% owner of the share capital of China Health Industries Holdings Limited; China Health Industries Holdings Limited, a corporation organized under the laws of the Hong Kong SAR of the People's Republic of China ("China Health") and the owner of 100% of the share capital of Harbin Humankind Biology Technology Co. Limited; and Harbin Humankind Biology Technology Co. Limited, a corporation organized under the laws of the People's Republic of China ("Harbin Humankind")(China Health and Harbin Humankind being hereinafter referred to as the ?Harbin Subsidiaries"); all of whom execute and deliver this Agreement, based on the following:



Recitals



WHEREAS, UFOG wishes to acquire one hundred percent (100%) of all of the issued and outstanding share capital of China Health from the Majority Shareholder in an exchange for sixty million (60,000,000) shares of common stock of UFOG in a transaction intended to qualify as a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.



WHEREAS, in furtherance thereof, the respective Boards of Directors of UFOG and the Harbin Subsidiaries, have approved the exchange, upon the terms and subject to the conditions set forth in this Agreement, pursuant to which one hundred percent (100%) of the share capital of China Health (the "China Health Share Capital") issued and outstanding prior to the exchange, will be exchanged by the Majority Shareholder in the aggregate for 60,000,000 shares of common stock, $.0001 par value, of UFOG (the "UFOG Common Stock").



WHEREAS, neither party is seeking tax counsel or legal or accounting opinions on whether the transaction qualifies for tax free treatment.



Agreement



Based on the stated premises, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereinafter set forth, the mutual benefits to the parties to be derived herefrom, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:



ARTICLE I

EXCHANGE OF SHARE CAPITAL FOR STOCK



1.01 Exchange of Share Capital for Stock. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 1.05 hereof), the Majority Shareholder shall assign, transfer, and deliver to UFOG, free and clear of all liens, pledges, encumbrances, charges, restrictions, or claims of any kind, nature, or description, the China Health Share Capital, and UFOG agrees to acquire such share capital on such date by issuing and delivering in exchange therefore to the Majority Shareholder the UFOG Common Stock. All shares of UFOG Common Stock to be issued and delivered pursuant to this Agreement shall be appropriately adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization, or similar change in the UFOG Common Stock which may occur between the date of the execution of this Agreement and the Closing Date.



1.02 Delivery of China Health Share Capital by the Majority Shareholder. The transfer of the China Health Share Capital by the Majority Shareholder shall be effected by the delivery to UFOG at the Closing (as set forth in Section 1.05 hereof) of an endorsement of the share capital in the name of UFOG followed by registration of the same in the name of UFOG with the appropriate government ministry of China.



1.03 Operation as Wholly-Owned Subsidiary. After giving effect to the transaction contemplated hereby, UFOG will own one hundred percent (100%) of all of the share capital of China Health and China Health will be a wholly-owned subsidiary of UFOG operating under the name "China Health Industries Holdings Limited", a corporation organized and existing under the laws of the Hong Kong SAR of the People's Republic of China. Harbin Humankind will become a wholly-owned indirect subsidiary of UFOG operating under the name "Harbin Humankind Biology Technology Co. Limited," a corporation organized and existing under the laws of the People's Republic of China.



1.04 Further Assurances. At the Closing and from time to time thereafter, the Majority Shareholder shall execute such additional instruments and take such other action as UFOG may reasonably request, without undue cost to the Majority Shareholder in order to more effectively sell, transfer, and assign clear title and ownership in the China Health Share Capital to UFOG.



1.05 Closing and Parties. The Closing contemplated hereby shall be held at a mutually agreed upon time and place on or before October 31, 2007, or on another date to be agreed to in writing by the parties (the "Closing Date ?). The Agreement may be closed at any time following approval by a majority of Board of Directors of UFOG and by a majority of the Board of Directors of the Harbin Subsidiaries and the approval of the Majority Shareholder. The Closing may be accomplished by wire, express mail, overnight courier, conference telephone call or as otherwise agreed to by the respective parties or their duly authorized representatives.





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1.06 Closing Events.



(a) UFOG Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article IV, UFOG shall deliver to the Majority Shareholder at Closing all the following:


(i) A certificate of good standing from the Department of the Secretary of the State of Delaware, issued as of a date within ten days prior to the Closing Date, certifying that UFOG is in good standing as a corporation in the State of Delaware;
(ii) Incumbency and specimen signature certificates dated the Closing Date with respect to the officers of UFOG executing this Agreement and any other document delivered pursuant hereto on behalf of UFOG;
(iii) Copies of the resolutions/consents of UFOG's board of directors and shareholder minutes or consents authorizing the execution and performance of this Agreement and the contemplated transactions, certified by the secretary or an assistant secretary of UFOG as of the Closing Date;
(iv) The certificate contemplated by Section 4.01, duly executed by the chief executive officer of UFOG;
(v) The certificate contemplated by Section 4.02, dated the Closing Date, signed by the chief executive officer of UFOG;
(vi) Certificates for 60,000,000 shares of UFOG Common Stock issued in the name of the Majority Shareholder; and
(vii) In addition to the above deliveries, UFOG shall take all steps and actions as the Majority Shareholder may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby.


(b) China Health Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article V, the Harbin Subsidiaries and/or the Majority Shareholder shall deliver to UFOG at Closing all the following:


(i) Incumbency and specimen signature certificates dated the Closing Date with respect to the officers executing this Agreement and any other document delivered pursuant;
(ii) Copies of resolutions/consents of the board of directors of China Health authorizing the execution and performance of this Agreement and the contemplated transactions, certified by the secretary or an assistant secretary of China Health as of the Closing Date;
(iii) The certificate contemplated by Section 5.01, executed by the Majority Shareholder; and
(iv) The certificate contemplated by Section 5.02, dated the Closing Date, signed by the chief executive officer of Harbin Humankind.
(v) In addition to the above deliveries, China Health and/or the Majority Shareholder shall take all steps and actions as UFOG may reasonably request or as may otherwise be reasonably necessary to consummate the transactions contemplated hereby.


1.07 Director and Officer Resignations.

At Closing, the current Board of Directors of UFOG shall appoint such director nominees as may be designated by the Majority Shareholder to fill vacancies on the Board of Directors of UFOG, and, thereafter, the current directors of UFOG shall resign. In addition, at closing all officers of UFOG shall tender their resignations to the Board of Directors, and new officers of UFOG shall be appointed by the newly appointed Board of Directors of UFOG. All such director and officer resignations shall be in compliance with the Securities Exchange Act of 1934, as amended, and pursuant to a previously filed Information Statement on Schedule 14F-1 prepared and filed by UFOG.



ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES OF UFOG, ETC.



As an inducement to, and to obtain the reliance of the Majority Shareholder and the Harbin Subsidiaries, UFOG and Bontems, jointly and severally, represent, promise and warrant as follows:



2.01 Organization.

UFOG is, and will be at Closing, a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has the corporate power and is and will be duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there are no other jurisdictions in which it is not so qualified in which the character and location of the assets owned by it or the nature of the material business transacted by it requires qualification, except where failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of UFOG's Articles of Incorporation or Bylaws, or other agreement to which it is a party or by which it is bound.



2.02 Approval of Agreement; Enforceability.

UFOG has full power, authority, and legal right and has taken, or will take, all action required by law, its Articles of Incorporation, Bylaws, and otherwise to execute and deliver this Agreement and to consummate the transactions herein contemplated. The board of directors of UFOG has authorized and approved the execution, delivery, and performance of this Agreement. This Agreement, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of UFOG and Bontems enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies . The UFOG shareholders will not have dissenter's rights with respect to any of the transactions contemplated herein.





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2.03 Capitalization.
The authorized capitalization of UFOG consists of 300,000,000 shares of common stock, $0.0001 par value, of which 44,694,634 shares were issued and outstanding as of September 10, 2007. There are 10,000,000 authorized shares of preferred stock, $.0001 par value, and 4,000,000 shares of convertible preferred stock are issued and outstanding. There are, and at the Closing, there will be no outstanding subscriptions, options, warrants, convertible securities, calls, rights, commitments or agreements calling for or requiring issuance or transfer, sale or other disposition of any shares of capital stock of the Company or calling for or requiring the issuance of any securities or rights convertible into or exchangeable (including on a contingent basis) for shares of capital stock. All of the outstanding shares of UFOG are duly authorized, validly issued, fully paid and non-assessable and not issued in violation of the preemptive or other right of any person. There are no dividends due, to be paid or in arrears with respect to any of the capital stock of Company.



2.04 Financial Statements.

(i) UFOG has previously delivered to China Health an audited balance sheet of UFOG as of December 31, 2006, and the related statements of operations, stockholders' equity (deficit), and cash flows for the fiscal year ended December 31, 2006, including the notes thereto, and an unaudited balance sheet of UFOG as of June 30, 2007, and the related unaudited statements of operations, stockholders' equity (deficit), and cash flows for the fiscal quarter ended June 30, 2007 (collectively the "Financial Statements") and the accompanying auditor's report to the effect that such audited financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated.



(ii) The Financial Statements of UFOG delivered pursuant to Section 2.04(i) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved as explained in the notes to such financial statements. The UFOG Financial Statements present fairly, in all material respects, as of the closing date, the financial position of UFOG. UFOG will not have, as of the Closing Date, any liabilities, obligations or claims against it (absolute or contingent), and all assets reflected on such financial statements present fairly the assets of UFOG in accordance with generally accepted accounting principles.



(iii) UFOG has filed or will file as the Closing Date its tax returns required to be filed for its two most recent fiscal years and will pay all taxes due thereon. All such returns and reports are accurate and correct in all material respects. UFOG has no liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the closing date and all such dates and years and periods prior thereto and for which UFOG may at said date have been liable in its own right or as transferee of the assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and to the best knowledge of UFOG, no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated. None of such income tax returns has been examined or is currently being examined by the Internal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, proposed or contemplated. UFOG has not made any election pursuant to the provisions of any applicable tax laws (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on UFOG, its financial condition, its business as presently conducted or proposed to be conducted, or any of its respective properties or material assets. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of UFOG.



2.05 Information.

The information concerning UFOG set forth in this Agreement is complete and accurate in all respects and does not contain any untrue statement of a fact or omit to state a fact required to make the statements made, in light of the circumstances under which they were made, not misleading. UFOG shall cause the information delivered by it pursuant hereto to the Majority Shareholder to be updated after the date hereof up to and including the Closing Date.



2.06 Absence of Certain Changes or Events.

Except as set forth in this Agreement, since the date of the most recent UFOG balance sheet described in Section 2.04 and included in the information referred to in Section 2.05:



(a) There has not been: (i) any adverse change in the business, operations, properties, level of inventory, assets, or condition of UFOG; or (ii) any damage, destruction, or loss to UFOG (whether or not covered by insurance) adversely affecting the business, operations, properties, assets, or conditions of UFOG;



(b) UFOG has not: (i) amended its Articles of Incorporation or Bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of UFOG; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees whose monthly compensation exceeds $1,000; or (viii) made any increase in any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;



(c) UFOG has not: (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent UFOG balance sheet and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its material assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $5,000 or canceled, or agreed to cancel, any debts or claims (except debts and claims which in the aggregate are of a value of less than $5,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of UFOG; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and



(d) UFOG has not become subject to any law, order, investigation, inquiry, grievance or regulation which materially and adversely affects, or in the future would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of UFOG.





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2.07 Litigation and Proceedings.

There are no material actions, suits, claims, or administrative or other proceedings pending, asserted or unasserted, threatened by or against UFOG or adversely affecting UFOG or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. UFOG is not in default of any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.



2.08 Compliance With Laws; Government Authorization.

(a) UFOG and its officers and directors have complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, including federal and state securities laws. UFOG and its officers, directors and beneficial owners are not under investigation by any federal, state, county or local authorities, including the Commission. UFOG and its officers, directors and beneficial owners have not received notification from any federal, state, county, or local authorities, including the Commission, that it or any of its officers or directors will be the subject of a legal action or that the Commission's Division of Enforcement will be recommending to the Commission that a Federal District Court or Commission administrative action or any other action be filed or taken against UFOG and its officers, directors and beneficial owners.



(b) UFOG has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement. No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by UFOG of this Agreement and the consummation by UFOG of the transactions contemplated hereby.



2.09 Securities and Exchange Commission Compliance of UFOG. UFOG has a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act") and has complied in all respects with Rule 14(a) and 14(c) of the Exchange Act, and with Sections 13 and 15(d) of the Exchange Act, and UFOG, its management and beneficial owners have complied in all respects with Sections 13(d) and 16(a) of the Exchange Act.



2.10 Contract Defaults.

UFOG is not in default under the terms of any outstanding contract, agreement, lease, or other commitment, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any respect under any such contract, agreement, lease, or other commitment.



2.11 No Conflict With Other Instruments.

The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which UFOG is a party or to which any of its properties or operations are subject.



2.12 Subsidiary.

UFOG beneficially owns all of the outstanding capital stock of Universal Fog, Inc., an Arizona corporation, and it does not own either beneficially or of record any equity interest in any other company. UFOG does not have a predecessor as that term is defined under generally accepted accounting principles or Regulation S-X promulgated by the Securities and Exchange Commission.



2.13 UFOG Documents.

UFOG has delivered to the Majority Shareholder copies of the following documents, which are collectively referred to as the "UFOG Documents" and which consist of the following dated as of the date of execution of this Agreement, all certified by a duly authorized officer of UFOG as complete, true, and accurate:



(a) A copy of the Articles of Incorporation and Bylaws of UFOG in effect as of the date of this Agreement;



(b) A copy of resolutions adopted by the board of directors of UFOG approving this Agreement and the transactions herein contemplated;



(c) A document setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of UFOG since the most recent UFOG balance sheet required to be provided pursuant to Section 2.04 hereof, updated to the Closing Date;



2.14 Quotation on the OTC Bulletin Board. UFOG's Common Stock is quoted in good standing on the OTC Bulletin Board under the symbol "UFOG" and UFOG will retain such quotation and standing on the OTC Bulletin Board until the Closing of the transactions contemplated herein, without a penalty such as receipt of an "E" or otherwise being penalized by NASD or the OTCBB.



2.15 Delivery of Shareholder List. Upon execution of this agreement, UFOG shall deliver a certified shareholder list from its transfer agent setting forth the name of each UFOG shareholder, the number of shares held by each, dated as of a date within fifteen days of closing and whether such shares held are restricted securities. In connection therewith, UFOG represents that none of its shareholders are nominees for any other person.



2.16 Liabilities, Indebtedness, etc.


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