Earn-in Agreement

Exhibit 10.2



EARN-IN AGREEMENT



This EARN-IN AGREEMENT (this " Agreement ") is made and entered into as of April 10, 2008 (the " Effective Date "), between Fang Siping, a resident of the People's Republic of China (the " Purchaser ") and Li Bin, a resident of the United States (the " Seller "). The Purchaser and the Seller are also referred to herein together as the " Parties " and individually as a " Party ".



RECITALS



WHEREAS, pursuant to a Share Exchange Agreement, dated December 18, 2007, among Intercontinental Resources, Inc., a Nevada Corporation (the " Company "), China Valve Holdings Limited, a Samoan Corporation (" China Valve "), the shareholders of the Company and the shareholders of China Valve, the Company acquired 100% of the issued and outstanding capital stock of China Valve; and



WHEREAS, pursuant to a Common Stock Purchase Agreement, dated as of the same date hereof, the Purchaser agreed to sell his shares of the common stock of the Company to the Seller.



WHEREAS, the Purchaser has agreed with the Seller, as a condition to his continuing to provide services to Henan Tonghai Valve Science Technology Co., Ltd. (" Henan Tonghai "), a PRC company that is a wholly owned subsidiary of China Valve Holdings Limited, a Hong Kong company which is wholly owned by China Valve, as its Chairman and Chief Executive Officer, to enter into this Agreement; and



WHEREAS, the Seller is the holder of 24,300,000 shares of the Company's $0.001 par value per share common stock (" Common Stock ") and therefore, has determined that it is in his best interest to, and will receive benefits from, the Purchaser's performance as CEO and Chairman of Henan Tonghai and its subsidiaries and entered into the Share Exchange Agreement based on the possibility of such benefits; and



WHEREAS, the Seller desires to grant to the Purchaser an option to acquire the 24,300,000 shares of the Common Stock owned by him (" the Seller's Shares ") pursuant to the terms and conditions set forth in this Agreement.



NOW, THEREFORE, the Parties, in consideration of the foregoing premises and the terms, covenants and conditions set forth below, and other good and valuable consideration, receipt of which is acknowledged, hereby agree as follows:



AGREEMENT



1. DEFINITIONS; INTERPRETATION.



1.1. Terms Defined in this Agreement . The following terms when used in this Agreement shall have the following definitions:



" Bankruptcy Law " means any Law of any jurisdiction relating to bankruptcy, insolvency, corporate reorganization, company arrangement, civil rehabilitation, special liquidation, moratorium, readjustment of debt, appointment of a conservator, trustee or receiver, or similar debtor relief.



" Business Day " means any day on which commercial banks are required to be open in the United States.







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" Call Price " means, with respect to any exercise of the Call Right, par value or $0.001 per share of the Seller's Shares subject to any Call Exercise Notice, provided, that the aggregate Call Price with respect to the Seller's Shares eligible to be purchased by the Purchaser upon exercise of the Call Right relating to the satisfaction of Condition 4 shall be the sum of (i) the par value or $0.001 per share multiplied the number of such Seller's Shares plus (ii) US$75,700.



" Conditions " means Conditions 1 through 4, as defined below, in the aggregate.



" Condition 1 " means the later of (i) the occurrence of the date that is six months after the date of this Agreement and (ii) the date upon which the Purchaser and Henan Tonghai have entered into a binding employment agreement for a term of not less than five years for the Purchaser to serve as Henan Tonghai's Chief Executive Officer and Chairman of its Board of Directors.



" Condition 2 " means the United States Securities and Exchange Commission declaring a registration statement filed by the Company under the Securities Act of 1933 effective, or investors who purchased Common Stock from the Company pursuant to the Securities Purchase Agreement dated as of April __, 2008 being able to sell their Common Stock under Rule 144, as then effective under the U.S. Securities Act of 1933, as amended.



" Condition 3 " means Henan Tonghai and its subsidiaries achieving not less than $3,000,000 in after-tax net income, as determined under United States Generally Accepted Accounting Principles consistently applied ("US GAAP") for the six months ended June 30, 2008.



" Condition 4 " means Henan Tonghai achieving not less than $7,232,500 in pre tax profits, as determined under US GAAP for the fiscal year ending December 31, 2008.



" Government Authority " means any (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Person and any court or other tribunal); or (d) individual, Person or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.



" Law " means any federal, state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, permit, ruling, directive, pronouncement, requirement (licensing or otherwise), specification, determination, decision, opinion or interpretation that is, has been or may in the future be issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Government Authority.



" Person " means any individual, firm, company, corporation, limited liability company, unincorporated association, partnership, trust, joint venture, governmental authority or other entity, and shall include any successor (by merger or otherwise) of such entity.



1.2. Interpretation .



(a) Certain Terms . The words "hereof," "herein," "hereunder" and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term "including" is not limited and means "including without limitation."







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(b) Section References; Titles and Subtitles . Unless otherwise noted, all references to Sections herein are to Sections of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.



(c) Reference to Entities, Agreements, Statutes . Unless otherwise expressly provided herein, (i) references to a Person include its successors and permitted assigns, (ii) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements and other modifications thereto or supplements thereof and (iii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such statute or regulation.



2. CALL RIGHT



2.1. Call Right . The Purchaser shall have, during the Exercise Period (as defined below), and when a Condition is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser, a portion of the Seller's Shares identified in the Call Exercise Notice (the " Call Right "). The Purchaser shall be permitted to purchase, and the Seller shall be obligated to sell, the following numbers of the Seller's Shares upon the attainment of the following Conditions:



Condition Number of the Seller's Shares as to

which there is a Call Right

Condition 1 12,150,000

Condition 2 4,050,000

Condition 3 4,050,000

Condition 4 4,050,000




2.2. Call Period . The Call Right shall be exercisable by the Purchaser by delivering a Call Exercise Notice at any time during the period (the ? Exercise Period ") commencing on the date upon which Condition 1 has been satisfied (the " Initial Call Date ") and ending at 6:30 p.m. (New York time) on the fifth anniversary of the Initial Call Date (such date or the earlier expiration of the Call Right is referred to herein as the " Expiration Date ").



2.3. Exercise Process . In order to exercise the Call Right during the Exercise Period, the Purchaser shall deliver to the Seller a written notice of such exercise substantiall ...