Unassociated Document


    Exhibit
      10.1

    


    STOCK
      TRANSFER AGREEMENT

    


    THIS
      STOCK TRANSFER AGREEMENT ("agreement") is entered into as of the May 31, 2008,
      by and between Shaanxi Hede Venture Capital Management Co., Ltd. ("seller")
      and
      Shaanxi Tianren Organic Food Co., Ltd. (the "purchaser").

    


    NOW,
      in
      consideration of the mutual covenants and conditions herein contained, and
      other
      good and valuable consideration, the parties hereto do hereby agree as
      follows:

    


    1.
      Transfer of Shares. Hereby the seller agrees to transfer its own 100% stock
      ownership of Huludao Wonder Fruit Co., Ltd. (hereinafter referred to as “Huludao
      Wonder Company”) to the purchaser. The purchaser agrees to buy the 100% stock
      ownership of Huludao Wonder Company owned by the seller.

    


    2.
      Price
      and Payment. The total price of the transferred stock is RMB 48,250,000 and
      the
      payment should be made within 7 working days after this agreement is
      signed.

    


    3.
      Rights
      and Regulations. The purchaser will hold the rights and regulations as the
      shareholder of Huludao Wonder Company after this stock transfer and reassignment
      of the stock are finished.

    


    4.
      Representations, Warranties and Covenant. 

    (1)
      The
      seller hereby represents and warrants to the purchaser that when signing this
      agreement:

    The
      information and statement about the assets, machines and equipment and
      affiliated facilities of Huludao Wonder Company provided by the seller are
      true
      and that no material facts have been misstated.

    (2)
      The
      purchaser hereby represents and warrants to the seller that when signing this
      agreement

    the
      payment should be made according to this agreement.

    (3)
      The
      seller should make the effort to cooperate with the related parties e.g. Bank
      and Business Administration Agencies or Tax Agencies at all levels to accelerate
      the operation of Huludao Wonder Company.

    


    5.
      Breach
      of Agreement.

    Each
      party shall fully and duly perform its obligations under this agreement. In
      the
      event that one party violates any clause, representation, guarantee or covenant
      of this agreement, it shall compensate 30% of the total purchase price to the
      other party for its breach of contract.

    


    6.
      Applicable Law and Dispute Resolution.

    
      	
              (1)

            	
              The
                execution, effectiveness, interpretation, enforcement and resolution
                or
                this agreement and disputes arising from or of this agreement shall
                be
                subject to PRC laws and administrative
                regulations.

            


    

    
      	
              (2)

            	
              Any
                disputes arising from or related to this agreement shall be resolved
                through friendly negotiation first.

            


    

    
      	
              (3)

            	
              In
                the event no settlement is achieved after friendly negotiation, such
                disputes may be submitted to the local People’s
                Court.

            


    

    


    7.
      Miscellaneous.

    (1)
      This
      agreement will come into effect since the date that this agreement was
      signed.

    (2)
      This
      agreement constitutes the entire agreement among the parties with respect to
      the
      subject matter hereof and supersedes all prior agreements.

    (3)
      The
      failure of either party to perform all or part of the obligations under the
      agreement due to force majeure (including but not limited to the change of
      law
      and related policy) shall not be deemed as breach of contract.

    (4)
      This
      agreement may be amended or modified only by an instrument in writing duly
      executed by both parties.

    (5)
      This
      agreement is executed in Chinese and in two originals.

     

    Shaanxi
      Hede Venture Capital Management Co., Ltd.

    


    CEO:
      Yongke Xue

    


    Shaanxi
      Tianren Organic Food Co., Ltd.

    


    CEO:
      Hongke Xue