Exhibit 4.42
 PROPRIETARY TECHNOLOGY LICENSE AGREEMENT
 this
Agreement
 
   (1)
    
    Party A is a citizen of the Peoples Republic of China, who owns non-patent technologies
listed in Annex I (such technologies and related information, manual, handbook, files, etc.
hereinafter referred to as Proprietary Technology);
 (2)
    
    Party B is a limited liability company duly registered and established in Taiyuan City,
Shanxi Province of China under the laws of China and primarily engages in the development and
production of agricultural seeds, tree seeds and species of live stock;
 (3)
    
    Party A agrees to grant to Party B the exclusive right to use the Proprietary Technology
under this Agreement in accordance with the terms and conditions of this Agreement, and Party
B agrees to accept such license in accordance with the same terms and conditions.
  1.
    
    PERMISSION GRANT1.1
    
    Proprietary Technology
 (a)
    
    Party A agrees, according to the terms and conditions under this Agreement, to
grant to Party B, and Party B agrees to accept the right to use the Proprietary
Technology in China according to the same terms and conditions. The license under this
Agreement is exclusive, and except with the written consent of Party A, Party B shall
not transfer the Proprietary Technology to any third party, nor shall it jointly share,
use, develop, improve or innovate the Proprietary Technology with any third party.
 (b)
    
    Both parties agree that, should there be any improvement or innovation
technological achievements resulted during the course of using the Proprietary
Technology by Party B, the relevant rights and ownership shall be exclusively vested in
Party A unless it is otherwise provided by Chinese laws and regulations or mutually
agreed by both parties. Party B shall not hold any rights and interests.




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1.2
    
    Scope
 (a)
    
    The Proprietary Technology granted to Party B herein shall only be used on
Party Bs business in development and production of stock breeding. Unless provided in
this contract to the contrary, without written consent of Party A, Party B shall not
use the Proprietary Technology in other purpose or re-license for the use of any third
party, whether for normal application, training or commercial sharing.
 (b)
    
    The right granted to Party B to use the Proprietary Technology herein shall be
effective only in China. Party B agrees not to use such Proprietary Technology, whether
directly or indirectly, in other geographical areas.
 2.
    
    PAYMENT METHOD
 License Fee
  3.
    
    PARTY AS RIGHTS AND PROTECTION
 3.1
    
    In the effective term of this Agreement and thereafter, Party B agrees not to challenge or
question the validity of the proprietary right and this Agreement in connection with the
aforesaid Proprietary Technology; and not to perform any acts that Party A believes will
impair Party As rights and license.
 3.2
    
    Party B agrees to provide the necessary assistance to protect Party As rights on the
Proprietary Technology. Should any third party bring an infringement claim against Party As
Proprietary Technology, at Party As discretion, Party A may respond to such compensation
litigation in its own name, in Party Bs name or in both parties name. In the event any third
party commits any infringement behavior in connection with such Proprietary Technology, Party
B shall notify Party A such immediately within its scope of knowledge; only Party A is
entitled to decide whether to take action against such infringement behavior.
 3.3
    
    Party B agrees to use the Proprietary Technology only in the manner as provided in this
Agreement and shall not use the Proprietary Technology in any manner which Party A deems as
deceptive, misleading or in other manner that may impair the Proprietary Technology or Party
As reputation.
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4.
    
    CONFIDENTIALITY PROVISIONS
 4.1
    
    Party B shall keep confidential all the material and information (hereinafter referred to as
Confidential Information) understood or accessed by Party B as a result of accepting
the Proprietary Technology license; and upon the termination of this Agreement, Party B
shall, upon Party As request, return to Party A or destroy any such documents and materials
that contain Confidential Information, and shall delete any Confidential Information from
any relevant memory device, and shall discontinue using such Confidential Information.
Without the written consent of Party A, Party B shall not disclose to any third party, give
or transfer such Confidential Information.
 4.2
    
    Both parties agree that this Article 4 shall remain valid regardless of whether this
Agreement shall become invalid, altered, discharged, terminated or unenforceable.
 5.
    
    REPRESENTATION AND WARRANTY5.1
    
    Party A represents and warrants as follows:
 (a)
    
    Party A has the right to execute and perform this Agreement and to adopt all
necessary and appropriate corporate actions to execute and deliver this Agreement not
to in violation of any restrictions imposed by laws and agreement binding or having an
effect upon it.
 (b)
    
    This Agreement, once executed, shall constitute legitimate, valid, binding and
enforceable obligations on Party A under the conditions of this Agreement.(c)
    
    Party A shall hold full and complete rights towards the Proprietary Technology.
 5.2
    
    Party B represents and warrants as follows:
 (a)
    
    Party B is a validly existing limited liability company legally registered in
accordance with the Chinese laws.
 (b)
    
    Party B signs and perform this Agreement within the power and business scope of
the company; adopted all necessary corporate actions, duly authorized, and obtained the
consent and approvals (as required) of third party or government; and not to in
violation of any restrictions imposed by laws and company policies and agreement
binding or having an effect upon it.
 (c)
    
    This Agreement, once executed, shall constitute legitimate, valid, binding and
enforceable obligations on Party B under the conditions of this Agreement.
 6.
    
    EFFECTIVENESS AND TERM
 6.1
    
    This Agreement shall be effective when it is executed on the date written on the first page
of this Agreement. Unless it is early terminated according to this Agreement, this Agreement
shall remain effective during the operation term of Party B.
 6.2
    
    On written consent by both parties, this Agreement is renewable upon expiry and the renewal
term shall be determined by both parties through consultation.
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7.
    
    DEFAULT RESPONSIBILITY AND TERMINATION7.1
    
    Default Responsibility
  7.2
    
    Discharge and TerminationDuring the effective term of this Agreement, Party A may, at any time, by giving a thirty
(30) day prior written notice to Party B, terminate this Agreement; unless as otherwise
expressly provided herein, without a reasonable written consent of Party A, Party B shall
not terminate or discharge this Agreement unilaterally.7.3
    
    Results of Termination or Expiration
  8.
    
    FORCE MAJEURE
 8.1
    
    Force Majeure refers any event that is beyond the reasonable control of a party,
and it is unavoidable even under the reasonable care of the affected party, such events shall
include but not limited to: acts of government, forces of nature, fire, explosion, typhoon,
floods, earthquakes, tidal, lightning or war. However, credit, capital or financing shortage
shall not be considered as matters beyond a partys reasonable control. The party, affected by
Force Majeure, seeks exemption from performing its responsibilities under this Agreement or
under any provision of this Agreement, shall notify the other party as soon as possible
regarding such matter of exemption
 8.2
    
    When the performance of this Agreement is delayed or prevented due to the aforementioned
definition of Force Majeure, the affected party shall not assume any responsibility under
this Agreement provided that the affected party has endeavored its reasonable effort to
perform the agreement and to the extent of the part of the performance being delayed or
prevented. Once the cause of such liability exemption is redressed or remedied, both parties
agree to resume the performance of this Agreement with their best effort. If the influence of
force majeure has rendered the performance of this Agreement becomes impossible, both parties
agree, at the request of Party A, to use their greatest efforts to adopt other resolutions to
realize the purposes of this Agreement.
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9.
    
    DISPUTE RESOLUTION
  10.
    
    NOTICE
   
    
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11.
    
    RETRANSFER, SUBLICENSEWithout the prior written consent of Party A, Party B shall not transfer, pledge or
sublicense the rights and obligations of and under this Agreement.12.
    
    GOVERNING LAWThe validity, performance and interpretation of this Agreement shall be governed by laws of
China.13.
    
    AMENDMENT AND SUPPLEMENTAmendments and supplements to this Agreement shall be made in the form of a written
instrument. The relevant amendment agreement and supplemental agreement to this Agreement,
duly signed by both parties, shall be an integral part of this Agreement and shall have the
same legal effect as this Agreement.14.
    
    SEVERABILITYIf any provision of this Agreement is held invalid or unenforceable due to the inconsistency
with the relevant laws, then such provision shall be deemed invalid only within the scope of
the related jurisdiction and that it shall not affect the legality of the other provisions
under this Agreement.15.
    
    ANNEXAny annex of this Agreement is an integral part of this Agreement, and it shall have the
same legal effect.IN WITNESS WHEREOF, both parties have caused their legal representative or authorized
representative to execute this Agreement on the date first above written.16.
    
    DUPLICATESThis Agreement is signed in quadruplicate, each party holds two originals and each original
shall have the same legal force and effect.
 [SIGNATURE PAGES TO FOLLOW]
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PARTY A: Xue ZhixinSignature:
    
    /s/ Xue ZhixinPARTY B : Primalights III Agriculture Development Co., Ltd.Signature:
    
    /s/ Xue ZhixinName:
    
    Xue ZhixinTitle:
    
    Legal RepresentativeSeal:
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ANNEX I LIST OF PROPRIETARY TECHNOLOGY
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