EXHIBIT
10.20
 Share PledgeAgreement
 
 
 This
Share Pledge Agreement
(hereinafter referred to as “This Agreement”) was entered into in Qingdao,
China, on July 20, 2008 by the following parties (hereinafter referred to as
“Parties to the Agreement”):
 
 Party A:
Shengyuan Nutritional Foods Co., Ltd.
 Address:
 
 
 Party
B:
 Shareholder
A: Zhang Jibin, ID No.: 370223196408110032
 Address:
 Shareholder
B: Jiang Yunpeng, ID No.: 231026196305045811
 Address:
 
 Whereas:
 
 
 1.           Party
A is a validly existing exclusively foreign-owned enterprise registered and
legally established in the PRC and its legal effective registration No.
is:          ;
 
 
 2.           Beijing
Shengyuan Huimin Technical Service Co., Ltd. (hereinafter referred to as
“Shengyuan Huimin”) is a limited liability company   registered and
established in the PRC and its legal effective registration No.
is:          ;
 
 
 3.           Parties
of Party B are the shareholders of Shengyuan Huimin (hereinafter referred to as
“Pledgor”), among whom, Zhang Jibin holds 50%of the equity and
Jiang Yunpeng holds 50%of the
equity;
 
 
 4.           Party
A, Parties of Party B and Shengyuan Huimin included the Exclusive Consultation
and Service Agreement, the Equity Disposal Agreement and the Business Management
Agreement;
 
 
 5.           In
order to ensure that Party A from Shengyuan Huimin owned by Party B normally
receive the services fees under the Exclusive Consultation and Service
Agreement, and to ensure the performance of the Equity Disposal Agreement and
the Business Management Agreement, the Pledgors shall separately and with joint
efforts take all their the shares owned in Shengyuan Huimin as the pledge
guarantee  of the aforementioned agreements, and the Pledgee is the
Party A.
  
 1
 
 
 Parties
to this Agreement hereby have reached the following agreement upon friendly
consultations based on the principle of equality and mutual benefit and
comply with it:
 
 
 1.           Definition
 
 
 Unless
otherwise construed in this agreement, the following terms shall be interpreted
as the following meanings:
 
 Pledge:
refers to all the content set out in Article 2 of this Agreement;
 
 Equity:
refers to 100% of the equity of Shengyuan Huimin jointly and legally held by the
Pledgor and all the current and future rights and benefits that the Pledgor
enjoys based on the equity;
 
 Agreements:
refers to the Exclusive Consultation and Service Agreement, the Equity Disposal
Agreement and the Business Management Agreement, which were entered to by Party
A, Shengyuan Huimin and other parties concerned on July 20,2008;
 
 Event of
Default: refers to any situation set out in Article 7 of this
Agreement;
 
 Notice of
Default: refers to the notice of default events declared upon this
Agreement.
 
 2.           Pledge
 
 
 The
Pledgor pledges to Party A the all his/her equity owned in Shengyuan Huimin as
the security for Party A’s rights and interests under the
agreements.
 
 The
security of Share Pledge under this Agreement covers all the fees (including
legal costs) payable to Party A by Shengyuan Huimin and (or) the Pledgor under
the Agreements, expenses, and fees borne for the losses, interest , liquidated
damages, compensation claims and costs to achieve the obligatory right, as well
as the liabilities undertaken by Shengyuan Huimin and the Pledgor for Party A in
case the Agreements become invalid in whole or in part for any
reason.
 
 The right
of pledge under this Agreements means the right of preferential compensation of
payments obtained, which Party A enjoys, through discount, auction and disposal
of the equity that the Pledgor pledges to Party A.
 
 Unless
otherwise Party A expresses the written consent after this Agreement becomes
effective, the pledge under this Agreement can not be removed except when
Shengyuan Huimin and the Pledgor have properly completed the performance of all
their obligations and responsibilities under the Agreements and with a written
approval of Party A. In case Shengyuan Huimin or the Pledgor fails to complete
the performance of all or any part of their obligations and responsibilities
under the Agreements at the expiration of the Agreements, Party A will still
enjoy such right of pledge under this Agreement until the above-mentioned
obligations and responsibilities are completely fulfilled to the reasonable
satisfaction of Party A.
   2
  
 3.           Effective
  3.1         This
Pledge Agreement is included and effective upon signing and seals of the parties
concerned. The right of pledge is set since the Administrative Department of
Industry and Commerce handles the Registration of Share
Pledge.
 
 3.2         In
the pledge process, in case Shengyuan Huimin fails to pay the service fees
according to the Exclusive Consultation and Service Agreement, or fails to
perform other provisions under such agreement or any provisions under the
Business Management Agreement or Equity Disposal Agreement with the reasonable
notice, Party A shall be entitled to exercise the right of pledge under the
provisions of this Agreement.
 
 4. Possession
and Maintaining of the Certificate of Pledge Right
 
 4.1       
The Pledgor shall submit the investment certificate (original) of equity in
Shengyuan Huimin to Party A for maintaining within ten workdays after the
signing of this Agreement or at a earlier time all parties agree, and shall
submit to Party A the certificate showing that the pledge under this Agreement
has been properly registered in the register of shareholders, handle all the
approval, registration and filing procedures required by the laws and
regulations of the PRC, and submit the documents of Share Pledge Registration
handled completely in the Registration Department of Industry and
Commerce.
 
 4.2        
In case any change of registration items of pledge occurs and the alternation
registration need be made by law, Party A and Party B shall make the alternation
registration within five working days from the date of change of the
corresponding registration items, and submit the related alternation
registration documents.
 
 4.3        
During the Share Pledge, the Pledgor shall instruct Shengyuan Huimin not to
distribute any dividends, bonuses, or take any profit distribution plan; in case
the Pledgor should obtain the economic interest of any nature except that set
out in the dividends, bonuses, or other profit distribution plan in terms of the
pledge right, the Pledgor shall directly remit the relevant payments (after
cashed) to the bank account appointed by Party A according to Party A’s
requirements and instructions. The Pledgor shall not draw on the payments
without the prior written consent of Party A.
 
 4.4         During
the Share Pledge period, in case the Pledgor subscribes the new registered
capital of Shengyuan Huimin or acquises the equity (“new equity”) held by other
Pledgor of Shengyuan Huimin, then the new equity will automatically become part
of pledged equity under this Agreement, and the Pledgor shall complete all the
procedures required for the desired pledge of the new equity within 10 working
days after obtaining the new equity. If the Pledgor fails to complete the
relevant procedures formalities in accordance with the foregoing provisions,
Party A may immediately achieve the right of pledge in accordance with the
provisions of Article VIII of this Agreement.
   3
 
 5. Declaration
and Warranty of the Pledgor
 
 The
Pledgor shall make following presentations and warranties to Party A upon
signing this Agreement, and ensure that Party A sign and implement this
agreement by relying on such presentations and warranties:
 
 5.1         The
Pledgor shall legally hold the equity under this agreement and have the right to
provide pledge guarantee for Party A with such equity.
 
 5.2         At
any time during the period from the date of signing this agreement till when
Party A enjoys the right of pledge based on the provisions of Item 2.4 of this
agreement, once Party A performs its rights or realizes the right of pledge in
accordance with this Pledge Agreement, no legal right requirement or proper
interventions from any other parties shall be allowed.
 
 5.3         Party
A shall be entitled to exercise the right of pledge in accordance with laws and
regulations and provisions under this Agreement.
 
 5.4         This
Agreement was signed and obligations under this Agreement were implemented with
all the necessary authorization of company and without violation of the
provisions under any applicable laws and regulations. The signatory was
authorized legally and effectively to sign this Agreement.
 
 5.5         The
equity the Pledgor holds does not bear any other rights or a third party’s
security interest of any form (including but not limited to the
pledge).
 
 5.6         There
are no ongoing equity-linked civil, administrative or criminal proceedings,
administrative penalties or arbitration, nor civil, administrative or criminal
proceedings, administrative penalties or arbitration that would
happen.
 
 5.7         There
are no equity-linked outstanding and unpaid taxes, fees, or uncompleted legal
procedures and formalities that should be completed.
 
 5.8         All
the provisions of this Agreement represent its true meaning and are legally
binding on it.
   4
   6.           Warranty
of the Pledgor
 
 6.1         In
the duration of this agreement, the Pledgor makes a commitment to Party A that
the Pledgor:
 
 6.1.1      shall
not transfer the equity nor create or permit the existence of any other right
burden or a third party’s security interest of any form  such as the
pledge that may affect Party A’s rights and interests;
 
 6.1.2      shall
comply with and implement all the relevant applicable laws and regulations, and
present the notice, order or recommendation within five working days since
receipt of the foregoing notice, order or recommendation issued by the competent
authority on the right of pledge, and act in accordance with reasonable
directions of Party A;
 
 6.1.3      shall
timely inform Party A of any event that may cause effect to the equity or any
part of the right of the Pledgor or the notice received, and any event that may
change any obligations under this Agreement or cause effect to Party A’s
performance of any obligations under this Agreement or the notice received, and
act in accordance with reasonable directions of Party A;
 
 6.2         The
Pledgor agrees that Party A’s exercising its rights under provisions of this
agreement shall not be discontinued or impaired by the Pledgor or its successor
or the transferee or its successor;
 
 6.3         The
Pledgor makes the commitment to Party A that in order to protect or improve the
commitment of this Agreement to the obligations of the pledge and (or) Shengyuan
Huimin under the Agreements, the Pledgor shall make all necessary changes (if
applicable) to their respective statute or that of Shengyuan Huimin, honestly
sign and procure other parties has interested relation with the right of pledge
to sign all the right certificates and contracts requested by Party A, and / or
perform and procure other interested parties to implement the actions required
Party A, providing Party A with convenience for exercising the right, and sign
with all the alternation documents relating to stock certificates Party A or any
third party designated, and provide Party A with all the documents as it may
think relevant to the right of pledge within a reasonable period.
 
 6.4         The
Pledgor makes the commitment to Party A that for the benefit of Party A, the
Pledgor will abide by and fulfill all assurances, commitments, agreements and
statements. If the Pledgor fails to perform or incompletely perform its
guarantees, promises, agreements and statements, the Pledgor should compensate
Party A for all losses suffered by the Party therefore.
 
  5
 
 7.           Event
of Default
 
 7.1         All
the following cases are deemed as events of default:
 
 7.1.1      Shengyuan
Huimin, or its successor or transferee fails to pay full amount of any payment
under the Agreements, or the Pledgor or its successor or transferee fails to
perform the their obligations under the Business Management Agreement, the
Equity Disposal Agreement, and the Exclusive Consultation and Service
Agreement;
 
 7.1.2      There
is substantial misleading or mistake in any statement, warranty or promise of
the Pledgor under Article 5 and Article 6, and/or the Pledgor violates the
statement, warranty or promise under Article 5 and Article 6;
 
 7.1.3      The
Pledgor seriously violates any provisions of this Agreement;
 
 7.1.4      In
addition to terms of 6.1.1 of this Agreement, the Pledgor abandons the pledged
equity or transfers the equity without a written consent of Party
A;
 
 7.1.5      In
case that early repayment or performance of any loans, guarantees, compensation,
promise or other debt liability of the Pledgor are required for breach of
contract or that repayment or performance fails to be conducted duely, which
provides Party A with reasons to believe that the Pledgor’ capability of
performance of the obligations under this Agreement has been affected, and thus
affect the interests of Party A;
 
 7.1.6      The
Pledgor is not able to repay the general debts or other debts, which thus affect
the interests of Party A;
 
 7.1.7      The
issuance of relevant laws makes this Agreement illegal or the Pledgor not able
to continue the performance of the obligations under this
Agreement;
 
 7.1.8      In
case this Agreement may be executed or any government sectors that make it legal
or effective agree, permit, approve or authorize the withdrawn, suspended,
invalid or substantive changes;
 
 7.1.9      Any
adverse change occurs to the property of the Pledgor, thus Party A believes that
the Pledgor’ capability of performance of the obligations under this Agreement
has been affected;
 
 7.1.10    In
other cases that Party A shall not execute disposal of pledge right in
accordance with provisions under relevant laws.
 
 7.2         In
case it knows or find out any matters referred to in Article 7.1 o events that
may lead to the occurrence of r these matters have taken place, the Pledgor
shall immediately notify Party A of this in writing.
 
 7.3         Unless
the breach as referred to in paragraph 7.1 of Party A was resolved completely to
the satisfaction of Party A, Party A may issue a notice of default in writing to
the Pledgor at any time of the occurrence of the breach or after the occurrence
to require the Pledgor to pay immediately the debts under the Agreements and
other payables, or timely implement the Equity Disposal Agreement and the
Business Management Agreement. If the Pledgor or Shengyuan Huimin fails to
promptly correct the violation or to take the necessary relief actions within
ten days from the date on which such written notice is issued, then Party A
shall be entitled to exercise the right of pledge in line the provisions of
Article 8.
   6
 
 8.           Exercise
of the Pledge Right
 
 8.1         Before
the complete performance of the fees and obligations under the Agreements,
without the written consent of Party A, the Pledgor shall not transfer the
equity.
 
 8.2         Party
A shall send a notice of default to the Pledgor in accordance with the
provisions of Article 7.3 while exercising the pledge right.
 
 8.3         Subject
to the provisions of Article 7.3, Party A may exercise the pledge right at any
time after sending the notice of default.
 
 8.4         Party
A shall be entitled to enjoy the priority of compensation with the cost of
discount of all or part of the equity under this Agreement or the cost of
auction and disposal of the equity based on the statutory procedures, until
outstanding service charges under the Agreements and all other payables are
completely compensated, and the Equity Disposal Agreement and the Business
Management Agreement are all fulfilled.
 
 8.5         Party
A shall not pose obstacles while exercising the right of pledge under this
Agreement, but shall give necessary assistance to enable Party A to achieve its
pledge right.
 
 9.           Transfer
  9.1        
Unless with the prior written consent of Party A, the Pledgor shall have no
right to transfer any rights and/or obligations under this Agreement to a third
party.
  9.2         This
Agreement is bonding upon the Pledgor and its successor and valid to Party A and
its successor or transferee.
 
 9.3         Party
A may at any time be transfer any rights and obligations under the agreements to
any of its designated third party, in this case, the transferee shall enjoy and
undertake the rights and obligations that Party A assumes under this Agreement.
Upon transfering the rights and obligations under the Agreement, Party A shall
require that the Pledgor should sign relevant agreements and /or documents
regarding to this transfer.
 
 9.4         In
case of alternation of the Pledgor due to transfer, the new parties of pledge
shall resign a pledge agreement and the Pledgor shall undertake to handle all
the relevant registration procedures.
   7
 
 10.         Handling
fee  and other fees
 
 10.1       A
half of any fees or actual expenses regarding to this Agreement, including but
not limited to legal fees, labor fees, stamp duty and any other taxes,
costs, etc. shall be born by either Party.
 
 11.         Force
Majeure
 
 11.1       In
case any performance of this agreement is delayed or blocked for any “force
majeure event”, and only such part is delayed or hindered from implementation,
the Party suffering Force Majeure will not undertake any liability under this
Agreement to. “Force majeure event” means the envent that is beyond the scope of
the reasonable control of one Party and is still inevitable after the affected
party pay be reasonable care for it, including but not limited to, governmental
action, natural forces, fire, explosion, geography changes, storms, floods,
earthquakes, tides, lightning or wars. However, lack of credit, funds or
financing shall not be regarded as the matters beyond the reasonable control of
the Party. The Party effected by “force majeure event” and seeking for exemption
from performance of its obligations under this Agreement or any provision of
this Agreement should notify the other party as soon as possible the steps to be
taken for completion of the performance.
 
 11.2       The
party affected by force majeure need not be responsible for any liability under
this Agreement. However, only under the condition that the affected party makes
practical efforts to fulfill the agreement, can the party seeking exemption from
responsibility be awarded such exemption from this responsibility, and this is
only limited to the performance of the delayed or hampered part. Once the
reasons for such exoneration are corrected or rectified, the parties agree to
make the greatest efforts to restore the performance under this
Agreement.
 
 12.         Application
of laws and resolution of disputes
 
 12.1       The
signing, effectiveness, performance and interpretation of this Agreement and
resolution of disputes are governed by and interpreted according to the laws of
the PRC.
 
 12.2       In
case any dispute occurs on interpretation and performance of the terms of this
Agreement by the parties to this Agreement, the parties shall resolve in good
faith the dispute through consultation. If consultation fails, either party may
submit the dispute to China International Economic and Trade Arbitration
Commission for settlement by arbitration in accordance with its existing
effective arbitration rules in Beijing. Chinese shall be used in the
arbitration. Arbitration award shall be final and binding on the
parties.
 
 12.3       In
addition to the matters of dispute occurring among the parties, all parties
still should adhere to the principle of good faith and continue to perform their
respective obligations in accordance with the provisions of this
Agreement.
   8
 
 13.         Notice
 
 Notice
sent by the parties to this Agreement for the implementation of the rights and
obligations under this Agreement should be made in writing and delivered in
person, by registered mail, postage prepaid mail, recognized courier service, or
fax to the following address related to one party or the parties.
 
 
 Party A:
Shengyuan Nutritional Foods Co., Ltd.
 Address:  Fax:  Tele:   Addressee:
 
 
 Party B:
Zhang
Jibin   Address:  Fax:  Tele:
 
 
 Addressee:
 
 
 Jiang
Yunpeng  Address:  Fax:  Tele:   Addressee:
 
 14.         Annex
 
 
 Annexes
attached to this Agreement shall be the inalienable part of this
Agreement.
 
 15.        
Waiver
 
 
 In case
Party A  fails to exercise or delay in exercising any right, remedy,
power or privilege under this Agreement, it shall not deemed as a waiver of such
rights, remedies, powers or privileges, Party A’s any single or partial exercise
of any right, remedy, power or privilege does not exclude exercise of other
rights, remedies, powers or privileges. Rights, remedies, powers and privileges
under this Agreement are cumulative in nature and do not exclude the application
of any rights, remedies, powers and privileges as any law provides.
   9
 
 16.         Miscellaneous
 
 
 16.1       Any
modification, supplement or alternation of this Agreement shall be made in
writing and be effective after it is signed and sealed by the
Parties.
 
 16.2       The
Parties hereby acknowledge that this Agreement is a fair and reasonable
agreement reached by all parties on the basis of equality and mutual benefit. In
case any of the provisions under this Agreement is invalid or unenforceable for
being inconsistent with relevant laws, then such provision is invalid or
unenforceable only under the jurisdiction of relevant laws and shall not affect
the legal effect of other provisions of this Agreement.
 
 16.3       This
Agreement shall be made in Chinese and the original shall be in
triplicate.
 
 
 
 
 [There is
no text on this page where the Share Pledge Agreement will
be signed.]
 
 
 
 Party A:
Shengyuan Nutritional Foods Co., Ltd.
 
 
 
 Authorized
representative: /s/
Zhang Liang
 (           )
 
 
 
 
 Party
B:
 
 Zhang
Jibin
 /s/ Zhang
Jibin
 
 
 
 
 Jiang
Yunpeng
 /s/ Jiang
Yunpeng
 
 
 
 10
 
 
 
 Annexes:
 
 
 1.           Register
of shareholders of Shengyuan Huimin
 
 
 2.           Investment
certificate of shareholders of Shengyuan Huimin
   11