EXHIBIT
      10.23

     

    Plants
      Purchase and Sale Agreement 

     

    Party
      A:
      [Seller—JSZF]

     

    Party
      B:
      [Purchaser] 

     

    Under
      the
      Contract Law of People's Republic of China, in the spirit of mutual benefit
      and
      win-win principle, it is hereby agreed as follows: 

     

    	1.             
            	
            The
              total amount of the plants is RMB __________________ yuan (details
              as per
              attached list); 

          


    	 	 


    	2.             
            	
            Delivery
              time: from __________________ to ______________; Delivery place: plants
              production base of Party B; 

          


    	 	 


    	3.             	
            Terms
              of payment: Party A will send _______________ yuan to the designated
              institution of Party B from [____________ date]. The remaining amount
              will
              be settled as per the list of accepted plants;


          


    	 	 


    	4.             	
            The
              plants will be inspected as per routine standard. Party A has right
              to
              refuse to accepted them if the plants are not qualified;
              

          


    	 	 


    	5.             	
            A
              supplementary agreement can be made, being of equally legal authority,
              if
              both parties consider it is necessary to revise this agreement;
              

          


    	 	 


    	6.             	
            Liabilities
              for breach: The defaulter shall compensate the counterpart for the
              whole
              economic losses; 

          


    	 	 


    	7.             	
            This
              agreement shall be terminated in the following conditions:
              

          


    	 	 


    (a)  This
      agreement is entirely fulfilled; 

     

    (b)  Both
      parties agree to terminate this agreement; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	8.             
            	
            Dispute
              resolution: 

          


    	 	 


    Any
      disputes arising from the execution of this contract shall be settled through
      mutual consultation. In case no settlement can be reached, it then can be
      submitted to local court. 

    	 	 


    	9.             
            	
            This
              agreement is made in four, two for each party, and becomes effective
              after
              signed. 

          


    
      	 	 
	
              Party
                A: Jiangsu Sunshine Zoology and Forestry Development Co.,
                Ltd.

               

               

              By:___________________________________

            	 
	 	 
	 	 
	
              Party
                B: [Purchaser]

               

               

              
                By:___________________________________      

              

            	 
	 	 
	 	 
	
              Date
                of signing: _______________

            	 
	 	 


    

    


    
      
         

      

      
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