Exhibit 4.41
 ASSIGNMENT AND ASSUMPTION AGREEMENT
REGARDING THE CALL OPTION
 THIS ASSIGNMENT AND ASSUMPTION AGREEMENT REGARDING THE CALL OPTION Assignment Assignor Assignee
 P3A Exclusive Call Option Agreement Exclusive Call
Option
 Agria Share Purchase
Agreement
   1.
    
    Assignment and Assumption
 Closing




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2.
    
    Consideration
  3.
    
    Closing
 Closing Date
 4.
    
    Representations and Warranties
 a.
    
    The Assignor represents and warrants to the Assignee that:
 (i)
    
    it has not assigned, mortgaged, pledged,
encumbered, or otherwise hypothecated any of its right, title or
interest under the Exclusive Call Option Agreement, except as set forth
in this Assignment;(ii)
    
    the execution, delivery and performance of this
Assignment, including but not limited to the consummation of the
transactions contemplated hereby and thereby do not and will not
violate, conflict with or result in a breach of, or constitute a
default (or create an event which, with notice or lapse of time or
both, would constitute a default in the Exclusive Call Option
Agreement) of the terms, conditions or provisions under the Exclusive
Call Option Agreement; and(iii)
    
    the Assignor has full power and authority to
enter into this Assignment, perform the obligations of such party
hereunder and consummate the transactions contemplated hereby. All
necessary and appropriate action has been taken by such party with
respect to the execution and delivery of this Assignment. This
Assignment constitutes the valid and binding obligation of such party
enforceable in accordance with the terms hereof, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting creditors
rights and to general equity principles.
 b.
    
    the Assignee represents and warrants to the Assignor that it
has full power and authority to enter into this Assignment, perform the
obligations of such party hereunder and consummate the transactions
contemplated hereby. All necessary and appropriate action has been taken by
such party with respect to the execution and delivery of this Assignment. This
Assignment constitutes the valid and binding obligation of such party
enforceable in accordance with the terms hereof, subject to bankruptcy,
insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors rights and to general equity principles.
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5.
    
    Conditions Precedent
 a.
    
    the obligations of the Assignor to complete the Closing, unless
otherwise waived in writing by the Assignor, are subject to the fulfillment of
each of the following conditions on or before the Closing Date:
 (i)
    
    the representations and warranties of the
Assignee shall be true and correct on the Closing Date;(ii)
    
    the Share Purchase Agreement has been fully
executed;(iii)
    
    the documents required in Section 6.01(a) to
Section 6.01(f) under the Share Transfer Agreement have been fully
executed; and(iv)
    
    the conditions required in Section 6.02 under
the Share Transfer Agreement have been satisfied.
 b.
    
    The obligations of the Assignee to complete the Closing, unless
otherwise waived in writing by the Assignee, are subject to the fulfillment of
each of the following conditions on or before the Closing Date:
 (i)
    
    the representations and warranties of the
Assignor shall be true and correct on the Closing Date;(ii)
    
    the Share Purchase Agreement has been fully
executed; and(iii)
    
    the conditions required in Section 6.03 under
the Share Transfer Agreement have been satisfied.
 6.
    
    Termination
  7.
    
    Expense
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8.
    
    Severability
  9.
    
    Amendment
  10.
    
    Assignment and Succession
  11.
    
    Governing Law, Arbitration
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12.
    
    Notices
  If to the Assignor:Aero-Biotech Science & Technology Co., Ltd.

Address: 21th Floor, Tower B, Pingan International Financial Center, No. 1-3
Xinyuan South Road, Chaoyang District, Beijing
Attn: Xie Tao
Fax: 010-84381003
Postcode: 100027If to the Assignee:Mr. Xue Zhixin
Address: 25th Floor, Jin Gang Hotel,
No.91 Bing Zhou North Road,
Taiyuan City, Shanxi Province
Attn: Xue Zhixin
Fax: 0351-4727112
Postcode: 030001
 13.
    
    Headings
  14.
    
    Language
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ASSIGNOR
    
    
    
    ASSIGNEEAero-Biotech Science & Technology Co., Ltd.
    
    
    
    Xue ZhixinBy:
    
    /s/ Xie Tao
    
    
    
    /s/ Xue ZhixinName:
    
    Xie TaoTitle:
    
    Chief Executive OfficerSeal:
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