(Translation)

    


    JOINT
VENTURE AGREEMENT

    


    Article
1    Premise

    


    
      	
              1.

            	
              Upon
      mutual benefit, EnPing City JunTang Town Hang Sing Tai Agriculture Co.
      Ltd.  (“Party A”) and Macau EIJI Company Limited (“Party B”)
      hereby agree to enter into this joint venture agreement in accordance with
      the laws of Sino Foreign Joint Venture Enterprises of the People’s
      Republic of China and other relevant
  regulations.

            


    

    
       

      Article
2    The Joint Venture Parties

    

    


    
      	
              2.

            	
              The
      Joint Venture Parties

            


    

    


    
      	
              Party
      A     :

            	
              EnPing
      City JunTang Town Hang Sing Tai Agriculture Co.
      Ltd.              
            Country of Registration :
    China

            


    

    
      	
              Address    :

            	
              No.
      1-3 First Floor, Jiang Zhou Shui Zha Office Building, No. 19 Jiang Zhou Yu
      Jiang Jun Road, Juntang Town, Enping City, Guangdong Province,
      China

            


    

    
      Legal
representative :  Mr. Fang Xiang Jun

    

     

    
      	
              Party
      B      :

            	
              Macau
      EIJI Company
      Limited                                                    
              Country of Registration :
      Macau, China

            


    

    
      
        	
                Address     : 

              	
                Building
      A, First floor, No.51-53 B Pi La Street,
Macau

              


      

    

    
      Legal
Representative :  Mr. Yong Guan Lu

    

     

    
      Article
3    Establishment of the Joint Venture
Company

    

    


    
      	
              3.

            	
              For
      mutual benefit, the Parties hereto agree to enter into a joint venture by
      setting up in Enping City, Guangdong Province, China a joint venture
      company, to be named as Jiang Men City Heng Sheng Tai Agriculture
      Development Co. Ltd. (“the JVCo”).

            


    

    


    
      	
              4.

            	
              The
      parties hereto as the legal persons jointly incorporate the JVCo in
      accordance with the laws of Sino Foreign Joint Venture Enterprises of the
      People’s Republic of China and other relevant
  regulations.

            


    

    


    
      	
              5.

            	
              The
      activities of the JVCo shall be carried out in compliance with the laws of
      the People’s Republic of China and other relevant regulations, and be
      subjected to its jurisdiction.

            


    

    


    
      	
              6.

            	
              The
      parties hereto shall share the risks, indebtedness and losses of the JVCo
      as well its profit.

            


    

    


    
      Article
4    The Purpose of Joint Venture, the Scope and Scale of
Business

    

    


    
      	
              7.

            	
              The
      objective of the joint venture is to advance the development of
      agricultural products to cater for the increasing domestic or overseas
      demand for the agricultural products, so as to gain economical benefits
      for both parties.

            


    

    


    
      	
              8.

            	
              The
      scope of business: to produce highly in demand agricultural products for
      domestic and overseas markets in order to its competitiveness in the
      international markets.

            


    

    


    
      	
              9.

            	
              The
      scale of business: to produce 12,708,333 kilograms of Hylocereus Undatus
      dried flowers per year.

            


    

    
       

      Article
5     Method of Cooperation

    

    


    
      	
              10.

            	
              The
      parties hereto the method of cooperation as follows
  :-

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      parties hereto shall deliberate on the tenure of the joint
      venture.  Party A shall provide its existing assets, resources
      (including factories, intellectual property and land usage rights,
      business operation right and benefits) (“Party A’s Assets and Rights”) as
      the consideration for this joint
venture.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (2)

            	
              Party
      B shall provide a sum of US$600,000 as the registered capital required for
      the establishment of the JVCo and procure foreign modern technology for
      value adding, premium seedlings, as well as modern production technique
      and technology of A Power Agro Agriculture Development, Inc. as the
      consideration for this joint
venture.

            


    

    


    
      	
               
      

            	
              (3)

            	
              Party
      A shall have 25%, whereas Party B 75% of the equity interest in the JVCo,
      the parties hereto shall share the profit and loss of the JVCo in that
      ratio.

            


    

    


    
      	
               
      

            	
              (4)

            	
              After
      the incorporation of the JVCo and upon the payment by Party B of the
      registered capital, Party A shall forthwith transfer and assign all Party
      A’s Assets and Rights to the JVCo.

            


    

    


    
      	
              11.

            	
              All
      plant and equipment to be purchased by Party B shall be first verified and
      approved by the relevant
authorities.

            


    

    


    
      	
              12.

            	
              After
      verification and approval of the relevant authority of the sale and
      purchase agreements entered into by the JVCo and Party B for the purchase
      of the plant and equipment, the personnel of the JVCo shall within three
      months thereafter inspect and verify the purchased items and appoint Bank
      of China to liaise with the banker of Party B on the issuance of the
      necessary letters of credit.

            


    

    


    
      	
              13.

            	
              Party
      B shall ship all the purchased goods to a designated seaport within 6
      months from the date of receipt of the letter of
  credit.

            


    

    


    
      	
              14.

            	
              The
      parties hereto shall abide by the time frame for allocating the land or
      capital, failing which the defaulting party shall bear all losses arising
      therefrom.

            


    

    


    
      Article
6    The Responsibilities of the Parties

    

    


    
      	
              15.

            	
              Party
      A shall have the following
responsibilities:

            


    

    


    
      	
               
      

            	
              1.

            	
              To
      submit the necessary application to the relevant authorities for
      incorporation of the JVCo;

            


    

    


    
      	
               
      

            	
              2.

            	
              To
      submit the necessary application to the relevant authorities for the use
      of land by the JVCo;

            


    

    


    
      	
               
      

            	
              3.

            	
              To
      provide necessary facilities for the JVCo and to purchase locally the
      requisite plant and equipment;

            


    

    


    
      	
               
      

            	
              4.

            	
              To
      facilitate purchase of raw materials, and to handle all applications for
      the supply of water, electricity, telephone and other communication
      connection;

            


    

    


    
      	
               
      

            	
              5.

            	
              To
      handle procurement of workers, and to recommend requisite management and
      technical personnel for consideration for employment by the management of
      the JVCo;

            


    

    


    
      	
               
      

            	
              6.

            	
              To
      deal with invitation for the expatriates personnel of the JVCo, and to
      arrange the necessary accommodation and transportation for such
      personnel.

            


    

    


    
      	
               
      

            	
              7.

            	
              To
      assist in matters relating to the transportation of and related customs
      matter for the export of the
products;

            


    

    


    
      	
               
      

            	
              8.

            	
              To
      be responsible for the transportation of all equipment imported by Party B
      from the main ports in Guangdong Province to the project sites of the
      JVCo; and

            


    

    


    
      	
               
      

            	
              9.

            	
              Other
      matters as agreed by the parties to be the responsibilities of Party
      A.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              16.

            	
              Party
      B shall have the following
responsibilities:

            


    

    


    
      	
               
      

            	
              1.

            	
              To
      provide the necessary funding to meet the construction requirement of the
      JVCo;

            


    

    


    
      	
               
      

            	
              2.

            	
              To
      fund the procurement of facilities, imported or sourced locally, and other
      technical know-how and technologies as required by the
    JVCo;

            


    

    


    
      	
               
      

            	
              3.

            	
              To
      provide production technical know-how, operation and management
      manuals;

            


    

    


    
      	
               
      

            	
              4.

            	
              To
      provide related global technical and market
  information;

            


    

    


    
      	
               
      

            	
              5.

            	
              To
      provide technical training;

            


    

    


    
      	
               
      

            	
              6.

            	
              To
      source from overseas those raw materials, parts and equipment that cannot
      be procured locally;

            


    

    


    
      	
               
      

            	
              7.

            	
              To
      deliver all purchased equipment to a designated seaport according to the
      agreed schedule, and to be responsible for installation, commissioning and
      running of the equipment;

            


    

    


    
      	
               
      

            	
              8.

            	
              To
      strive to the competitiveness of the products in international markets,
      and to increase the export volume so as to ensure JVCo’s attain a balanced
      foreign exchange and high economic return;
and

            


    

    


    
      	
               
      

            	
              9.

            	
              Other
      matters as agreed by the parties to be the responsibilities of Party
      B.

            


    

    


    
      	
              17.

            	
              If
      the JVCo suffers losses as a result of failure of any of the parties in
      carrying out its responsibilities, the defaulting party shall bear all
      losses arising therefrom.

            


    

    


    Article
7    Shareholders’ Meeting & Board of
Directors

    


    
      	
              18.

            	
              The
      shareholders’ meeting is the highest authority of the
  JVCo.

            


    

    


    
      	
              19.

            	
              The
      Board of directors shall consist of 5 members; 2 appointees from Party A
      and 3 from Party B. The Board shall have 1 chair person and 2 deputy chair
      persons, for tenure of 3 years. A director appointed by Party A shall be
      made the Chair person, whereas 2 directors appointed by Party B shall be
      made the deputy chair persons.

            


    

    


    
      	
              20.

            	
              The
      legal representative of the JVCo shall be selected at the shareholders’
      meeting, and if the chair person for any reason is not able to carry out
      his duties, deputy chair person or other directors shall be empowered to
      represent the JVCo.

            


    

    


    
      	
              21.

            	
              The
      Board shall schedule to meet once a month on the 4th
      Monday of every month at Enping City of Guangdong Province, or at any
      other venue when necessary.   The Board of Directors may
      hold short notice meeting.   The meetings of the Board
      shall be chaired by the chair person or the deputy chair person or other
      director as directed by the chair
person.

            


    

    


    
      The chair
person shall notify the directors of the date, venue and agenda for the meetings
3 weeks prior to the scheduled meetings.

    

    


    
      	
              22.

            	
              Director
      who is not able to attend any scheduled meeting may appoint proxy to
      attend the meeting in writing, and such proxy shall have the right of
      speech and voting right at the meetings, but such proxy shall not
      represent more than 1 absent
director.

            


    

    


    
      	
              23.

            	
              The
      quorum for any meeting shall be two third of the members of the
      board.

            


    

    


    
      	
              24.

            	
              The
      meetings of the board of directors shall be conducted in a respectful,
      fair and just manner.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              25.

            	
              The
      following matters shall require unanimous approval of the board of
      directors before tabling the same at the shareholders’ meeting
      :

            


    

    


    
      	
               
      

            	
              1.

            	
              Amendment
      to the Constitution of the JVCo;

            


    

    


    
      	
               
      

            	
              2.

            	
              Resolution
      of the JVCo;

            


    

    


    
      	
               
      

            	
              3.

            	
              Increasing
      or transferring the registered capital of the JVCo;
  and

            


    

    


    
      	
               
      

            	
              4.

            	
              Merger
      of the JVCo with other business
entity.

            


    

    


    
      Article
8    Operation and Management

    

    


    
      	
              26.

            	
              The
      management of the JVCo shall be responsible for the day to day
      administration and operation of the company.  The management
      shall consist of 1 General Manager, 1 Deputy General Manager and several
      other senior managers, the employment of same shall be decided by the
      board of directors, for tenure of 5
years.

            


    

    


    
      	
              27.

            	
              The
      duties and powers of the General Manager are as follows
  :

            


    

    


    
      	
               
      

            	
              1.

            	
              To
      carry out the matters as directed in the company’s Constitution and the
      shareholders’ meetings;

            


    

    


    
      	
               
      

            	
              2.

            	
              To
      nominate key persons for various departments of the company, and to
      recruit other personnel and to notify the board of directors of such
      employment;

            


    

    


    
      	
               
      

            	
              3.

            	
              To
      formulate the company’s operation and management systems, and to deploy,
      direct, supervise and inspect the
operation;

            


    

    


    
      	
               
      

            	
              4.

            	
              To
      periodically submit report on work progress, financial and profit &
      loss report to the board of
directors;

            


    

    


    
      	
               
      

            	
              5.

            	
              To
      decide on maters relating to purchase of raw materials and parts &
      equipment, marketing of products, contracts for specific cooperation with
      others and cash flow financing;

            


    

    


    
      	
               
      

            	
              6.

            	
              To
      monitor and adjust price fixing for the company’s
  products;

            


    

    


    
      	
               
      

            	
              7.

            	
              To
      represent the JVCo in negotiation and signing of
  contracts;

            


    

    


    
      	
               
      

            	
              8.

            	
              To
      hold management meetings and to execute the decisions made
      thereat;

            


    

    


    
      	
               
      

            	
              9.

            	
              To
      resolve matters/problems raised by various departments of the
      company;

            


    

    


    
      	
               
      

            	
              10.

            	
              To
      represent or appoint agent to represent the JVCo, as directed by the board
      of directors, in matters concerning the
JVCo;

            


    

    


    
      	
               
      

            	
              11.

            	
              To
      handle all disciplinary matters;
and

            


    

    


    
      	
               
      

            	
              12.

            	
              To
      handle all other matters within the ambit of duties of the General
      Manager.

            


    

    


    
      	
              28.

            	
              The
      duties and powers of the Deputy General Manager are as follows
      :

            


    

    


    
      	
               
      

            	
              1.

            	
              To
      assist the General Manager in the operation and management of the
      JVCo;

            


    

    


    
      	
               
      

            	
              2.

            	
              To
      take over the function of the General Manager, when the General Manager is
      absent;

            


    

    


    
      	
               
      

            	
              3.

            	
              To
      represent the JVCo in business
negotiation;

            


    

    


    
      	
               
      

            	
              4.

            	
              To
      deal with conflicts arisen in the course of operation and other related
      problems; and

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.

            	
              To
      handle all other matters within the ambit of duties of the Deputy General
      Manager.

            


    

    


    
      Article
9    Pre Development

    

    


    
      	
              29.

            	
              The
      board of directors shall decide on the grouping of personnel during the
      pre development stage of the JVCo.  All expenses incurred during
      the pre development stage shall be gradually billed into the cost of
      production over the years.

            


    

    


    
      Article
10    Management of workers and Trade
Union

    

    


    
      	
              30.

            	
              the
      JVCo shall abide by the laws of China and other rules and regulations as
      formulated by the governmental labour department on matters relating to
      employment, dismissal, wages, discipline, welfare of workers employed by
      the JVCo.

            


    

    


    
      	
              31.

            	
              The
      workers of the JVCo shall have to right to form trade union and organize
      activities thereof.

            


    

    


    
      Article
11    Production and Marketing

    

    


    
      	
              32.

            	
              The
      board of directors shall at the end of each calendar year prepare the
      budget and plan for the following year for the rate of production, as well
      as the import and export, for execution by the heads of
      departments.  The budget and plan may be adjusted along the way
      according to market condition.

            


    

    


    
      	
              33.

            	
              For
      any purchase or procurement of material or equipment, priority must be
      given for such items to be sourced locally, taking into account the
      quality, specification and pricing of the items
  concerned.

            


    

    


    
      	
              34.

            	
              After
      due inspection has been carried out by China’s Export Goods Inspection
      Department, the agricultural products of the JVCo shall be exported
      directly according to the yearly plan for export.   The
      JVCo may also participate in Guangzhou Expo for purpose of exporting the
      products.

            


    

    


    
      	
              35.

            	
              In
      principle the JVCo shall export all the company’s products of export
      quality to attain a balance of payment in its imports and
      exports.

            


    

    


    
      	
              36.

            	
              Party
      A shall be responsible for marketing the products locally, whereas Party B
      shall be in charge of the export aspect, under the brand name of the
      JVCo.

            


    

    


    
      	
              37.

            	
              The
      pricing and quantum of exported products shall be fixed by taking into
      account the company’s balance of payment in foreign exchange and cost, and
      shall be adjusted according to the international market
      condition.

            


    

    


    
      	
              38.

            	
              The
      pricing and quantum of the products to be sold locally shall be fixed by
      the Board of Directors and implemented by the department concerned in
      accordance with the goods pricing policy set by the China
      Government.   As for the pricing of exported products, the
      General Manager shall decide whether it shall be fixed according to the
      international market condition or the transacted price at Guangzhou
      Expo.

            


    

    


    
      Article
12    Financial System

    

    


    
      	
              39.

            	
              The
      board of directors shall formulate the company’s accounting system in
      accordance with the regulations set by the Finance Ministry of China,
      taking into consideration the requirement of the
  company.

            


    

    


    
      	
              40.

            	
              Various
      reports shall be submitted to the parties before the 10th
      of following calendar month, whereas year-end report shall be submitted at
      the end of the following month after the end of year, and audited by
      Chinese auditors appointed by the company.  All reports shall be
      extended to the relevant departments, including the statistics department,
      of the company for record purpose.

            


    

    


    
      	
              41.

            	
              The
      JVCo shall adopt ‘credit & debit’ method for keeping accounts, to be
      written in Chinese language and in Renminbi denomination and other
      currencies shall be converted to Renminbi at the rate published by Bank of
      China.   Currency used in trading shall be calculated based
      on trading exchange rate, whereas transmission of fund in and out of the
      country shall comply with the foreign exchange control regulations of
      China.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              42.

            	
              The
      JVCo shall engage Chinese auditors for auditing of accounts, and such
      audited accounts shall be submitted to the shareholders’ meetings, the
      board of directors and the General
Manager.

            


    

    


    
      	
              43.

            	
              The
      JVCo shall maintain Renminbi and foreign currency bank accounts with local
      branch of Bank of China.

            


    

    


    
      Article
13    Taxation, Profit and Loss

    

    


    
      	
              44.

            	
              The
      JVCo shall pay taxes in accordance with the laws of taxation of
      China.

            


    

    


    
      	
              45.

            	
              The
      JVCo shall apply for tax reduction or exemption or rebate according to the
      laws.

            


    

    


    
      	
              46.

            	
              Parties
      hereto shall pay their respective
taxes.

            


    

    


    
      	
              47.

            	
              The
      board of directors may decide to distribute net profit earned by the JVCo
      to the parties hereto according to the agreed ratio, after allocating
      provisions for reserves, workers’ welfare fund, incentive fund, company
      development fund and payment of
taxes.

            


    

    


    
      	
              48.

            	
              Party
      B shall follow the exchange control regulations in repatriating its net
      profit from this joint venture.

            


    

    


    
      	
              49.

            	
              If
      the company incurs losses, such losses may be, as the shareholders’
      meeting shall decide, replenished by utilizing the company’s reserves or
      be borne by the parties according to the agreed
  ratio.

            


    

    


    
      Article
14    Approval, Commencement, Extension and Termination of
this Agreement

    

    


    
      	
              50.

            	
              This
      Agreement shall be submitted for approval in accordance with the relevant
      regulations governing sino-foreign joint
      venture.   Thereafter the JVCo shall submit the approval
      letter to the Industrial and Commerce Administration Management Department
      for registration and issuance of business license, and simultaneously
      Party B shall register itself with the said Department. The tenure of
      operation of the JVCo shall commence from the date of issuance of the
      Business License.

            


    

    


    
      	
              51.

            	
              Should
      the shareholders decide to continue with the joint venture 6 months before
      the expiration of this joint venture, the shareholders may apply to the
      relevant authorities to extend the validity period of this joint
      venture.

            


    

    


    
      	
              52.

            	
              The
      JVCo may be dissolved during the currency of this joint venture if
      :-

            


    

    


    
      	
               
      

            	
              1.

            	
              the
      company suffers severe financial losses and is not able to continue its
      operation as a result;

            


    

    


    
      	
               
      

            	
              2.

            	
              a
      party hereto fails to fulfill its obligations herein, and the company is
      not able to continue its operation as a
result;

            


    

    


    
      	
               
      

            	
              3.

            	
              occurrence
      of natural disaster, war etc and the company suffers severe losses as a
      result; and

            


    

    


    
      	
               
      

            	
              4.

            	
              the
      company fails to achieve its business objectives, and has no prospect of
      development.

            


    

    


    
      	
               
      

            	
              5.

            	
              Despite
      much effort from both parties the situation is irreparable, the board of
      directors may submit application to the relevant authority for its early
      dissolution.

            


    

    


    
      	
               
      

            	
              6.

            	
              If
      the company is dissolved due to the occurrence of the circumstance as
      stated in 1 and 2 herein, then the defaulting party shall compensate the
      other party for the losses it incurs as a
  result.

            


    

    


    
      	
              53.

            	
              If
      the company is to be dissolved during the currency of its term, the assets
      of the company shall be utilized for the purpose of payment of debts,
      taxes and other payables, and the balance thereof shall be distributed to
      the parties hereto in the agreed
ratio.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              54.

            	
              At
      the expiration of the tenure of this joint venture, this Agreement shall
      lapse automatically, and all the assets of the company shall be reverted
      to Party A without any condition attached
  thereto.

            


    

    


    
      	
              55.

            	
              Upon
      dissolution of the company, all books and records shall be kept by Party
      A.

            


    

    


    
      Article
15   Amendment to this Agreement

    

    


    
      	
              56.

            	
              Any
      amendment to this Agreement shall require written consent of both parties,
      and be subject to approval of the relevant authority before taking
      effect.

            


    

    


    
      Article
16    Insurance

    

    


    
      	
              57.

            	
              The
      company shall take out insurance coverage from the insurance companies
      licensed to operate in China.

            


    

    


    
      Article
17     Brand Name and Trademark

    

    


    
      	
              58.

            	
              All
      products of the company shall be sold under the brand name and trademark
      of “APA” to be registered with Trademark Control Department of
      China.  If necessary such trademark shall be registered
      internationally.

            


    

    


    
      Article
18    Applicable Laws

    

    


    
      	
              59.

            	
              This
      Agreement shall be governed in accordance with the laws of
      China.

            


    

    


    
      Article
19    Disputes Resolution

    

    


    
      	
              60.

            	
              The
      parties hereto shall strive to resolve all disputes arising from this
      Agreement; if the disputes cannot be resolved through negotiation, then
      such disputes shall be referred to
Arbitration.

            


    

    


    
      	
              61.

            	
              The
      arbitration shall take place in Shenzhen, and the dispute shall be settled
      by arbitration in accordance with the Rules of the China International
      Economic and Trade Arbitration
Centre.

            


    

    


    
      	
              62.

            	
              The
      award of the Arbitrator shall be final and binding on the
      Parties.

            


    

    


    
      	
              63.

            	
              All
      expenses incurred in the arbitration shall be borne by the losing
      party.

            


    

    


    
      	
              64.

            	
              The
      terms of this Agreement, other than the part which is the subject matter
      of the arbitration, shall remain
operational.

            


    

    
       

      Article
20

    

    


    
      	
              65.

            	
              The
      General Manager shall forthwith inform Party B of the occurrence of force
      majeure or other matter of serious consequence, which will affect the
      performance of this Agreement, and shall deliver to Party B by registered
      air mail such written documents of such
event.

            


    

    


    
      	
              66.

            	
              This
      Agreement and its attachments shall have the same legal
    force.

            


    

    


    
      	
              67.

            	
              This
      Agreement shall be in the Chinese Language and printed in 6 copies, of
      which each party shall have 2 copies each, and the relevant approving
      authorities each shall have 1 copy.  All copies shall have the
      same legal force.

            


    

    


    
      
        
          
            	
                    Party
      A :  EnPing City JunTang Town Hang Sing Tai

                                     Agriculture
      Co. Ltd.

                  	 	
                    Party
      B:  Macau EIJI Company Limited

                  
	 
      	 
      	 	 
      	 
      
	
                    Legal
      Representative :

                  	
                    (signed)

                  	 	
                    Authorized
      Signatory :

                  	
                        (signed)

                  
	 
      	
                    (Fang
      Xiang Jun)

                  	 	 
      	
                    (Chan
      Bor Han)

                  
	 
      	 
      	 	 
      	 
      
	
                    Date
      :  September 5, 2007

                  	 	
                    Date
      :  September 5,
2007