DEED OF
TRUST


    Between

     

    Mr. Hung,
Moon Cheung (I.C. Nol240740(9) )of Rua Cinco de Outubro, n° 150, r/c Macau
(hereinafter referred to as “the Trustee” which expression shall where the
context so permits include his successors in title personal representatives and
permitted assigns);


     

    And

     

    Sino Agro Food, Inc. (of Corporation number
C3048/1974) of Room 3711, China Shine Plaza, No. 9, Lin He Xi Road,
Tianhe District, GuangZhou 510610.(hereinafter referred to as the Beneficiary
where the context so permits and shall include their successors in title
permitted assign and personal representatives.


     

    WHEREAS

     

    
      	
              1.

            	
              The
      Trustee is the registered Shareholder of Two thousand Five Hundred (2,500)
      units of Shares of Macau$l.00 each in each of the company (listed in Table
      A hereof); and Three thousand units of shares of Macau$1.00 each in the
      Company (listed in Table (B) hereof), (hereinafter referred to as “the
      said Shares” collectively) which represent an approximate sum of Ten (10%)
      percent of the issued and paid up capital in each of the aforesaid
      companies.

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              Table (A)

                                              Name of company

                                            	 	
                                              Registration

                                              #

                                            	 	
                                              Paid up Capital

                                            	 	 	
                                              Shareholder’s equity %

                                            	 
	 
      	 	 
      	 	
                                              In
      Macau $

                                            	 	 	
                                              Trustee

                                            	 
	
                                              Hang
      Yu Tai Investment Limited

                                            	 	
                                              25487
      SO

                                            	 	 	25,000.00	 	 	 	10	%
	
                                              A
      Power Agro Agriculture Development (Macau) Limited

                                            	 	
                                              29629
      SO

                                            	 	 	25,000.00	 	 	 	10	%
	 	 
	
                                              Table
      (B)

                                            	 
	
                                              Name
      of company

                                            	 	
                                              Registration #

                                            	 	
                                              Paid up Capital

                                            	 	 	
                                              Shareholder’s equity %

                                            	 
	 
      	 	 
      	 	
                                              In
      Macau $

                                            	 	 	
                                              Trustee

                                            	 
	
                                              Macau
      Eiji Company Limited

                                            	 	
                                              22347
      SO

                                            	 	 	30,000.00	 	 	 	10	%


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    (Herein
after the companies referred to in Table (A) and (B) collectively is called
“PPSB” which expression shall where the context so permits include its
successors and assigns).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              The
      consideration for the issue or purchase of the said Shares of RM1.00 each
      which represent an approximate sum of Ten (10%) percent of the issued and paid up
      capital of each of the aforesaid companies (hereinafter referred to as the
      “Trust Shares”) was fully paid out of monies provided to the Trustee by
      the Beneficiary, as the Trustee hereby acknowledges, and in consideration
      thereof received by the Trustee, the Trustee covenants to hold the said
      Trust Shares in trust for the Beneficiary upon the trusts and the terms
      and conditions hereinafter declared. The Particulars of the Trust Shares
      are as follows:-

            


    

     

    10% =
M$2500 = 2500 units of shares in Hang Yu Tai Investment Limited

    10%=
M$2500 = 2500 units of shares in A Power Agro Agriculture Development (Macau)
Limited

    10% =
M$3000 = 3000 units of shares in Macau Eiji Company Limited

    


    NOW THIS DEED WITNESSETH AS
FOLLOWS:-

     

    
      	
              1.

            	
              The
      Trustee hereby acknowledges and declares that the Beneficiary are the sole
      beneficial owner of the said Trust Shares and all dividends, interest,
      bonuses (whether in the form of moneys or shares or otherwise) and any
      other sums rights and interest accrued or to accrue upon the same or any
      of them upon trust for the Beneficiary absolutely and the Trustee further
      agrees to transfer pay and deal with the said Trust Shares, dividends,
      interest, bonuses and any other sums right and interest and exercise all
      rights and privileges in relation to the said Trust Shares in such manner
      as the Beneficiary shall at any time and from time to time
      direct.

            


    

     

    
      	
              2.

            	
              The
      Trustee shall on the instructions of the Beneficiary attend all meetings
      of Shareholders or otherwise which the Trustee shall be entitled to attend
      by virtue of being the registered holder of the said Trust Shares or any
      of them and shall vote at every such meeting fully in accordance with the
      instructions of the Beneficiary. At the sole discretion and on the
      instructions of the Beneficiary the Trustee shall if so required by the
      Beneficiary execute all proxies or other documents which shall be
      necessary or proper to enable the Beneficiary and/or any person or person
      nominated by the Beneficiary to vote at any such meeting in the place of
      the Trustee and the Trustee shall consult and take instructions from the
      Beneficiary on and prior to all decisions to be taken by the Trustee by
      virtue of the Trustee being the registered holder of the said Trust Shares
      or any of them.

            


    

     

    
      	
              3.

            	
              All
      the said Trust Shares are duly transferred at the request of the
      Beneficiary out of the Trustee’s name as registered holder thereof and the
      trusts pertaining thereto being duly performed and satisfied, the
      obligations of the Trustee hereunder shall cease but without prejudice to
      any claims by the Beneficiary for any antecedent
  breach.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              The
      Trustee and the Beneficiary hereby mutually agree and covenant, that the
      contents of this Deed shall be confidential and shall not be disclosed to
      any third party(ies) unless such disclosure is required by law or any
      competent and relevant authority or authorities and the party being so
      requested to disclose is under a legal obligation to do
  so.

            


    

     

    
      	
              5.

            	
              The
      Trustee agrees that so long as he holds the said Trust Shares upon trust
      for the Beneficiary hereunder, the Beneficiary shall have and be given
      sole custody of the share certificates of the said Trust Shares and valid
      and registered-able memorandum of transfers in respect thereof executed by
      the Trustee in favour of the Beneficiary or his nominee or
      nominees.

            


    

     

    
      	
              6.

            	
              Each
      party hereto shall execute and do all such acts documents and things as
      may be necessary to give full effect to all the provisions of this Trust
      Deed.

            


    

     

    
      	
              7.

            	
              The
      Trustee hereby confirms and agrees to forthwith do and execute any
      documents for the transfer and conveyance of the said Trust Shares and all
      rights whatsoever as aforesaid derived therefrom and/or any other
      securities relating thereto in such manner as the Beneficiary may direct
      the Trustee.

            


    

     

    
      	
              8.

            	
              The Trustee hereby further
      declares that he shall hold all monies derived from a sale of the said
      shares on trust for the Beneficiary and shall make payment of all such
      monies to such person or persons as the Beneficiary may
      direct.

            


    

     

    
      	
              9.

            	
              The
      Trustee hereby confirms and agrees that he shall so long as he holds the
      said Trust Shares and/or the rights as aforesaid and/or any securities
      relating thereto vote act and exercise all his rights power and
      obligations in PPSB and/or any other company in respect of the said Trust
      Shares and/or any other securities in accordance with the instructions of
      the Beneficiary.

            


    

     

    
      	
              10.

            	
              The
      Trustee hereby further declares that he shall hold all such other shares
      and/or securities as he may be offered in exchange for the said Trust
      Shares on trust for the Beneficiary provided that the Beneficiary shall
      have prior directed the Trustee to accept such other shares and/or
      securities in exchange for the said Trust Shares and the terms of the
      trusts herein declares shall be binding on all such other shares and/or
      securities as if the same were an accretion to the said Trust Shares or a
      substitution thereof.

            


    

     

    
      	
              11.

            	
              The
      power to appoint a new trustee hereof is vested in the Beneficiary during
      his lifetime.

            


    

     

    
      	
              12.

            	
              The
      expression “the Trustee” shall include his heirs, personal
      representatives, executors, trustees and successors-in-title and the
      trusts herein declares shall be binding on all or any of such aforesaid
      persons.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              13.

            	
              The
      expression “the Beneficiary” shall include his heirs, personal
      representatives, executors, trustees, successors-in-title and
      assigns.

            


    

     

    
      	
              14.

            	
              Words
      importing the masculine gender shall include the feminine and neuter
      genders and words importing the singular shall include the plural and vice
      versa.

            


    

    


    IN
WITNESS WHEREOF the Trustee and the Beneficiary have hereunto set their hands
the day year first above written.

    


    
      
        
          
            
              	
                      SIGNED,
      SEALED and DELEVERED

                    	
                      )

                    	 	 
      
	
                      by
      the Trustee

                    	
                      )

                    	 	 
      
	
                      in
      the presence of:-

                    	
                      )

                    	 	
                      

                    
	 
      	
                      )

                    	 	 
      
	 
      	
                      )

                    	 	 
      
	 
      	
                      )

                    	 	 
      


            

          

        

      

    

    


    20th
December 2007


     

    SIGNED,
SEALED and DELIVERED

    by the
Beneficiaries

    in the
presence of:-

    
      
        
          	 
      	
                  For
      and on behalf of

                
	 
      	
                  Sino
      Agro Food, Inc.

                
	 
      	
                  /s/
      Lee Solomon Yip Kun

                
	 
      	
                  Authorised
      Signature

                


        

      

    

     

    20th
December 2007