Attached files

                                                                    Exhibit 10.1

                              TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT dated as of the 12th day of February, 2010.

AMONG:
               Shlomo Palas (I.D. 057313579)
               17 Etrog St.
               Rosh Hayyn
               Israel 48570

               Samuel Keshet (I.D. 030164529)
               19, Reuven St.
               Zichron Ya'akov
               Israel 30900

               Eliezer Weinberg (I.D. 065137408)
               6, Hayarkon St.
               Haifa
               Israel 34465

               (Shlomo Palas,  Samuel Keshet and Eliezer  Weinberg  together the
               "PRINCIPALS")

AND:
               Jin Jie Corp.
               409 - 4th Floor, Tsui King House
               Choi Hung Estate
               Hong Kong

               ("JJC")

AND:

               Green Biofuels Holdings Ltd. an Israeli company,
               17 Hactrog Street  Rosh Hayin, Israel

               ("GBH")

AND:
               Cally Ka Lai Lai
               409 - 4th Floor, Tsui King House
               Choi Hung Estate Hong Kong

               ("Lai")

AND:
               Wei Xiang Zeng
               409 - 4th Floor, Tsui King House
               Choi Hung Estate Hong Kong

               ("Zeng")

WHEREAS:

A.   The  Principals,  JJC,  GBH, Lai and Zeng  entered into a letter  agreement
     dated  January 13, 2010 (the "Letter  Agreement"),  regarding,  among other
     things,  the  transfer and sale by GBH of all of the interest and rights to
     the  assets  and  business  of the GBH  Carbon  Credit  Project,  including
     know-how,  trademarks,  patents,  agreements and all other assets ("the GBH
     Carbon Credit Project Assets") to JJC;

B.   The  Principals,  JJC,  GBH,  Lai and Zeng wish to mutually  terminate  the
     Letter   Agreement  and  abandon  the  GBH  Carbon  Credit  Project  Assets
     acquisition; and

C.   The Parties  wish to enter into this  termination  agreement to confirm the
     termination of the Letter  Agreement and to release each other from any and
     all obligations and liabilities pursuant to the Letter Agreement.

THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the premises and of
the mutual  covenants and agreements  herein set forth, the parties covenant and
agree as follows:

1. Termination of Letter  Agreement.  The Letter Agreement is hereby  terminated
and the GHB  Carbon  Credit  Project  Assets  acquisition  is  hereby  abandoned
effective as of the date hereof.

2. Mutual  Releases.  Each of the parties  hereto  (the  "Parties")  does hereby
release the other from all liabilities and legal  obligations of whatsoever kind
and howsoever arising which either of them may now have or at any time hereafter
can, shall or may have in any way resulting or arising from any cause, matter or
thing existing up to the present time in connection with the Letter Agreement.

3. Final Termination Agreement. This Agreement and the other agreements to which
this termination  agreement  refers,  together with all exhibits,  schedules and
annexes  attached to any of them,  constitute the final,  entire agreement among
the parties  and  supersedes  any prior oral or written and all  contemporaneous
oral proposals, commitments,  promises, agreements or understandings between the
parties  with  respect to the  termination  of the Letter  Agreement  and mutual
release of the parties.

4. Further  Assurances.  The Parties will  execute such further  assurances  and
other  documents and  instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement.

5.  Successors  and Assigns.  This Agreement will enure to the benefit of and be
binding  upon the  parties  and their  respective  successors  and  assigns,  as
applicable.

6. Governing Law. This Agreement and the  application or  interpretation  hereof
will be  governed  exclusively  by its  terms  and by the  laws of the  State of
Nevada.

                                       2

7. Counterparts.  This Agreement may be executed in one or more counterparts all
of which together will constitute one and the same instrument.

8.  Electronic  Means.  Delivery  of an  executed  copy  of  this  Agreement  by
electronic  facsimile  transmission  or other means of electronic  communication
capable of producing a printed copy will be deemed to be execution  and delivery
of this Agreement as of the date set forth above.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

JIN JIE CORP.


Per: /s/ Cally Kai Lai Lai
    ----------------------------
    Authorized Signatory

GREEN BIOFUELS HOLDINGS LTD.


Per: /s/ Shlomo Palas
    ----------------------------
    Authorized Signatory


/s/ Shlomo Palas                                /s/ Shmuel Keshet
--------------------------------                --------------------------------
SHLOMO PALAS                                    SHMUEL KESHET


/s/ Eliezer Weinberg                            /s/ Cally Kai Lai Lai
--------------------------------                --------------------------------
ELIEZER WEINBERG                                CALLY KAI LAI LAI


/s/ Wei Xiang Zeng
--------------------------------
WEI XIANG ZENG