(Translation)

    


    JOINT
VENTURE AGREEMENT

    


    Article
1    Premise

    


    
      	
              1.

            	
              Upon
      mutual benefit and the basis of fair and friendly negotiation, Qinghai
      Province Sanjiang Group Company Limited (“Party A”), Guangzhou City Garwor
      Company Limited (“Party A”) and Pretty Mountains Holdings Limited (“Party
      C”) 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, for the setting up of a
      sino-foreign joint venture company in the vicinity of the City of
      Xiling,  Qinghai Province of the People’s Republic of
      China.

            


    

    


    
      Article
2    The Joint Venture Parties

    

    


    
      	
              2.

            	
              The
      Joint Venture Parties

            


    

     

    
      
        	Party
      A	: 	Qinghai
      Province Sanjiang Group Company
      Limited                                           Country
      of Registration : China 
	
                Address

              	
                :

              	
                No.
      50, Sengli Lu, Xiling City, Qinghai Province,
  China.

              


      

    

    
      Legal
Representative :  Mr. Han Suanmin

    

     

    
      
        	Party
      B 	: 	Garwor
      Company
      Limited                                                                    
                    
        Country of Registration : China 
	
                Address

              	
                :

              	
                No.
      20, 4th
      Floor, Beiau Yi Lu, Panyi District, Guangzhou,
  China.

              


      

    

    
      Legal
Representative :  Mdm. Song Haixian

    

     

    
      	Party
      C	: 	

              Pretty
      Mountains Holdings
      Limited                                                         Country
      of Registration : Macau, China

            
	
              Address

            	
              :

            	
              

                Flat/RM1613,
      16th
      Tai Yau Building, 181 Johnston Road, Wanchai, Hong
    Kong

              

            


    

    Legal
Representative :  Mr. Zhen Sauqian

     

    
      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 at No. 50, Sengli Lu, Xiling City, Qinghai Province, China a
      joint venture company, to be named as Sanjiang A Power Agriculture
      Co. Ltd. (“SJVC”).

            


    

    


    
      	
              4.

            	
              The
      parties hereto as the legal persons jointly incorporate the SJVC 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 SJVC 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
      SJVC shall be a limited liability corporation, and the parties hereto
      shall share the risks, indebtedness and losses of the SJVC 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 re-align the development of
      agricultural products (to facilitate internationalization and
      commercialization as well as recycling of organic agriculture) to cater
      for the increasing domestic or overseas demand for the agricultural
      products, so as to gain economical benefits for all
    parties.

            


    

    (including
employing modern commercialised technologies to solve the problems of pollution
associated with the treatment of agriculture waste)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              8.

            	
              The
      scope of business: to produce organic fertilizer, organic farm grass,
      organic livestock feed and livestock rearing, so as to produce highly in
      demand agricultural products for domestic and overseas markets in order to
      its competitiveness in the international
  markets.

            


    

    


    It
includes :-

    
      
        	
              	
                1.

              	
                using
      environmental friendly technology to recycle agriculture waste for
      production of organic
fertilizer;

              


      

    

    
      
        	
              	
                2.

              	
                using
      environmental friendly technology and bacteria to produce organic
      feed;

              


      

    

    
      
        	
              	
                3.

              	
                using
      environmental friendly technology to increase dairy milk production and
      quality; and

              


      

    

    
      
        	
              	
                4.

              	
                using
      animals energy analytical method and management system to develop
      agriculture projects.

              


      

    

    


    
      	
              9.

            	
              The
      scale of business: to devise a 7-year plan to produce 1,190,017 metric
      tons of organic agricultural products.  The details are as
      follows :

            


    

    


    
      Attachment
1 (Table 1)

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 
      	 
      	
                                                      Description

                                                    	 
      	
                                                      Unit

                                                    	 
      	
                                                      Year
      1

                                                    	 
      	
                                                      Year
      2

                                                    	 
      	
                                                      Year
      3

                                                    	 
      	
                                                      Year
      4

                                                    	 
      	
                                                      Year
      5

                                                    	 
      	
                                                      Year
      6

                                                    	 
      	
                                                      Year
      7

                                                    	 
      	
                                                      7 years
Total

                                                    
	
                                                      A

                                                    	 
      	
                                                      Planned
      production

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	  
    
	
                                                      1

                                                    	 
      	
                                                      Organic
      fertilizer

                                                    	 
      	
                                                      ton

                                                    	 
      	
                                                      17,500

                                                    	 
      	
                                                      25,000

                                                    	 
      	
                                                      35,000

                                                    	 
      	
                                                      52,500

                                                    	 
      	
                                                      70,000

                                                    	 
      	
                                                      150,000

                                                    	 
      	
                                                      300,000

                                                    	 
      	
                                                      650,000

                                                    
	
                                                      2

                                                    	 
      	
                                                      Organic
      livestock feed

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                                      *

                                                    	 
      	
                                                      Type
      (1)

                                                    	 
      	
                                                      ton

                                                    	 
      	
                                                      30,000

                                                    	 
      	
                                                      60,000

                                                    	 
      	
                                                      90,000

                                                    	 
      	
                                                      90,000

                                                    	 
      	
                                                      90’000

                                                    	 
      	
                                                      90,000

                                                    	 
      	
                                                      90,000

                                                    	 
      	
                                                      540,000

                                                    
	
                                                      3

                                                    	 
      	
                                                      Demonstration
      farms (cattle & sheep)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                      Cattle

                                                    	 
      	
                                                      head

                                                    	 
      	
                                                      50

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                                                      10

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                      10

                                                    
	 
      	 
      	
                                                      Organic farm
      grass(1)

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                      Sheep

                                                    	 
      	
                                                      head

                                                    	 
      	
                                                      200

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                                      ton

                                                    	 
      	
                                                      7

                                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                      7

                                                    
	 
      	
                                                        

                                                    	
                                                      Organic farm
      grass(2)

                                                    	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      	
                                                        

                                                    	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      Attachment
1 (Table 2)

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	 
      	 
      	
                                                                                    Description

                                                                                  	 
      	
                                                                                    Unit

                                                                                  	 
      	
                                                                                    Year
      1

                                                                                  	 
      	
                                                                                    Year
      2

                                                                                  	 
      	
                                                                                    Year
      3

                                                                                  	 
      	
                                                                                    Year
      4

                                                                                  	 
      	
                                                                                    Year
      5

                                                                                  	 
      	
                                                                                    Year
      6

                                                                                  	 
      	
                                                                                    Year
      7

                                                                                  	 
      	
                                                                                    7
      years

                                                                                    Total

                                                                                  
	
                                                                                    B

                                                                                  	 
      	
                                                                                    Basic
      information

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	  
	
                                                                                    1

                                                                                  	 
      	
                                                                                    Manufacturing
      organic fertilizer

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Land
      area required

                                                                                  	 
      	
                                                                                    Mu

                                                                                  	 
      	
                                                                                    30

                                                                                  	 
      	
                                                                                    30

                                                                                  	 
      	
                                                                                    30

                                                                                  	 
      	
                                                                                    60

                                                                                  	 
      	
                                                                                    120

                                                                                  	 
      	
                                                                                    240

                                                                                  	 
      	
                                                                                    480

                                                                                  	 
      	
                                                                                    480

                                                                                  
	 
      	 
      	
                                                                                    Building
      area required

                                                                                  	 
      	
                                                                                    M2

                                                                                  	 
      	
                                                                                    9,690

                                                                                  	 
      	
                                                                                    14,535

                                                                                  	 
      	
                                                                                    19,380

                                                                                  	 
      	
                                                                                    29,070

                                                                                  	 
      	
                                                                                    38,760

                                                                                  	 
      	
                                                                                    77,520

                                                                                  	 
      	
                                                                                    155,040

                                                                                  	 
      	
                                                                                    155,040

                                                                                  
	 
      	 
      	
                                                                                    Employment
      opportunity

                                                                                  	 
      	
                                                                                    person

                                                                                  	 
      	
                                                                                    18

                                                                                  	 
      	
                                                                                    32

                                                                                  	 
      	
                                                                                    44

                                                                                  	 
      	
                                                                                    57

                                                                                  	 
      	
                                                                                    103

                                                                                  	 
      	
                                                                                    174

                                                                                  	 
      	
                                                                                    297

                                                                                  	 
      	 
      
	
                                                                                    2

                                                                                  	 
      	
                                                                                    Organic
      livestock feed

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Type (2)

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Land
      area required

                                                                                  	 
      	
                                                                                    Mu

                                                                                  	 
      	
                                                                                    60

                                                                                  	 
      	
                                                                                    60

                                                                                  	 
      	
                                                                                    110

                                                                                  	 
      	
                                                                                    200

                                                                                  	 
      	
                                                                                    400

                                                                                  	 
      	
                                                                                    460

                                                                                  	 
      	
                                                                                    520

                                                                                  	 
      	
                                                                                    520

                                                                                  
	 
      	 
      	
                                                                                    Building
      area required

                                                                                  	 
      	
                                                                                    M2

                                                                                  	 
      	
                                                                                    12,255

                                                                                  	 
      	
                                                                                    12,255

                                                                                  	 
      	
                                                                                    24,510

                                                                                  	 
      	
                                                                                    49,020

                                                                                  	 
      	
                                                                                    98,040

                                                                                  	 
      	
                                                                                    110,295

                                                                                  	 
      	
                                                                                    122,550

                                                                                  	 
      	
                                                                                    122,550

                                                                                  
	 
      	 
      	
                                                                                    Job
      vacancy

                                                                                  	 
      	
                                                                                    person

                                                                                  	 
      	
                                                                                    15

                                                                                  	 
      	
                                                                                    175

                                                                                  	 
      	
                                                                                    315

                                                                                  	 
      	
                                                                                    567

                                                                                  	 
      	
                                                                                    1,021

                                                                                  	 
      	
                                                                                    1,161

                                                                                  	 
      	
                                                                                    1,301

                                                                                  	 
      	 
      
	
                                                                                    *

                                                                                  	 
      	
                                                                                    Type(1)

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Land
      area required

                                                                                  	 
      	
                                                                                    Mu

                                                                                  	 
      	 
      	 
      	
                                                                                    60

                                                                                  	 
      	
                                                                                    60

                                                                                  	 
      	
                                                                                    110

                                                                                  	 
      	
                                                                                    200

                                                                                  	 
      	
                                                                                    400

                                                                                  	 
      	
                                                                                    460

                                                                                  	 
      	
                                                                                    460

                                                                                  
	 
      	 
      	
                                                                                    Building
      area required

                                                                                  	 
      	
                                                                                    M2

                                                                                  	 
      	 
      	 
      	
                                                                                    12,255

                                                                                  	 
      	
                                                                                    12,255

                                                                                  	 
      	
                                                                                    24,510

                                                                                  	 
      	
                                                                                    49,020

                                                                                  	 
      	
                                                                                    98,040

                                                                                  	 
      	
                                                                                    110,295

                                                                                  	 
      	
                                                                                    110,295

                                                                                  
	 
      	 
      	
                                                                                    Employment
      opportunity

                                                                                  	 
      	
                                                                                    person

                                                                                  	 
      	 
      	 
      	
                                                                                    15

                                                                                  	 
      	
                                                                                    175

                                                                                  	 
      	
                                                                                    315

                                                                                  	 
      	
                                                                                    567

                                                                                  	 
      	
                                                                                    1,021

                                                                                  	 
      	
                                                                                    1,161

                                                                                  	 
      	 
      
	
                                                                                    3

                                                                                  	 
      	
                                                                                    Demonstration
      farms ( cattle & sheep)

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Cattle

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Land
      area required

                                                                                  	 
      	
                                                                                    Mu

                                                                                  	 
      	 
      	 
      	
                                                                                    1,000

                                                                                  	 
      	
                                                                                    1,000

                                                                                  	 
      	
                                                                                    1,000

                                                                                  	 
      	
                                                                                    1,000

                                                                                  	 
      	
                                                                                    1,000

                                                                                  	 
      	
                                                                                    1,000

                                                                                  	 
      	
                                                                                    1,000

                                                                                  
	 
      	 
      	
                                                                                    Building
      area required

                                                                                  	 
      	
                                                                                    M2

                                                                                  	 
      	 
      	 
      	
                                                                                    5,000

                                                                                  	 
      	
                                                                                    5,000

                                                                                  	 
      	
                                                                                    5,000

                                                                                  	 
      	
                                                                                    5,000

                                                                                  	 
      	
                                                                                    5,000

                                                                                  	 
      	
                                                                                    5,000

                                                                                  	 
      	
                                                                                    5,000

                                                                                  
	 
      	 
      	
                                                                                    Employment
      opportunity

                                                                                  	 
      	
                                                                                    person

                                                                                  	 
      	 
      	 
      	
                                                                                    10

                                                                                  	 
      	
                                                                                    10

                                                                                  	 
      	
                                                                                    10

                                                                                  	 
      	
                                                                                    10

                                                                                  	 
      	
                                                                                    10

                                                                                  	 
      	
                                                                                    10

                                                                                  	 
      	 
      
	 
      	 
      	
                                                                                    Sheep

                                                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Land
      area required

                                                                                  	 
      	
                                                                                    Mu

                                                                                  	 
      	 
      	 
      	
                                                                                    800

                                                                                  	 
      	
                                                                                    800

                                                                                  	 
      	
                                                                                    800

                                                                                  	 
      	
                                                                                    800

                                                                                  	 
      	
                                                                                    800

                                                                                  	 
      	
                                                                                    800

                                                                                  	 
      	
                                                                                    800

                                                                                  
	 
      	 
      	
                                                                                    Building
      area required

                                                                                  	 
      	
                                                                                    M2

                                                                                  	 
      	 
      	 
      	
                                                                                    4,000

                                                                                  	 
      	
                                                                                    4,000

                                                                                  	 
      	
                                                                                    4,000

                                                                                  	 
      	
                                                                                    4,000

                                                                                  	 
      	
                                                                                    4,000

                                                                                  	 
      	
                                                                                    4,000

                                                                                  	 
      	
                                                                                    4,000

                                                                                  
	 
      	
                                                                                      

                                                                                  	
                                                                                    Employment
      opportunity

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    person

                                                                                  	
                                                                                      

                                                                                  	 
      	
                                                                                      

                                                                                  	
                                                                                    5

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    5

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    5

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    5

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    5

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    5

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    5

                                                                                  


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Attachment
3: The feasibility report on organic fertilizer manufacturing.

    Attachment
4: The feasibility analysis on organic livestock feed
manufacturing.

    Attachment
5: The feasibility analysis on organic farm grass production.

    


    Remarks:
the feasibility report on other business activities will be provided whenever it
is required.

    


    
      Article
5     Method of Cooperation

    

    


    
      
        	
                10.

              	
                Total
      Investment
:  U.S.$2,000,000.00

              


      

    

    


    
      
        
          	
                  Project 1

                	
                  :

                	
                  Bio-organic
      fertilizer manufacturing

                	
                  :

                	
                  U.S$450,000.00

                
	 
      	 
      	 
      	 
      	 
      
	
                  Project
      2

                	
                  :

                	
                  Organic
      livestock feed manufacturing

                	
                  :

                	
                  US$950,000.00

                
	 
      	 
      	 
      	 
      	 
      
	
                  Project 3

                	
                  :

                	
                  Farm
      grass growing

                	
                  :

                	
                  US$600,000.00

                


        

      

    

    


    
      	
              11. 

            	
              Registered
      capital
:  U.S.$1,400,000.00

            


    

    


    Equity
ratio :   Party A shall contribute U.S.$630,000.00 for 45%
equity;  Party B shall contribute U.S.$140,000.00 for 10%
equity;  Party C shall contribute U.S.$630,000.00 for 45% equity, the
parties shall share the profit and loss of the SJVC in that ratio.

    


    
      	
              12.

            	
              The
      parties shall pay up the registered capital in accordance with the equity
      ratio;  all parties shall pay up 30%, 30% and finally 40% of
      their respective share in accordance with the equity ratio within 45 days,
      90 days and 180 days from the date of issuance of the business license for
      SJVC.

            


    

    


    
      	
              13.

            	
              Tenure
      of the joint venture:   30
years.

            


    

    


    
      	
              14.

            	
              The
      arrangement for cooperation :

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (1)

            	
              Party
      A to provide :

            


    

    


    
      
        	
              	
                1.

              	
                US$630,000.00
      as capital;

              


      

    

    
      
        	
              	
                2.

              	
                appropriate
      plots of lands with the related “Land Usage Rights” or convertible old
      factory  suitable for the
projects;

              


      

    

    
      
        	
              	
                3.

              	
                vehicles
      for use by the SJVC during the development
  stage;

              


      

    

    
      
        	
              	
                4.

              	
                project
      site for development of demonstration farms for the rearing of cattle and
      goats;

              


      

    

    
      
        	
              	
                5.

              	
                project
      site for manufacturing of bio-organic
  fertilizer;

              


      

    

    
      
        	
              	
                5.

              	
                project
      site for production of livestock feed and farm
  grass;

              


      

    

    
      
        	
              	
                6.

              	
                company
      office and accommodation for personnel from out of town during the
      development stage of the
company;

              


      

    

    
      
        	
              	
                7.

              	
                related
      plants and equipment and facilities for the production factories and
      laboratories of the SJVC;

              


      

    

    
      
        	
              	
                8.

              	
                first
      batch of premium herd of cows and goats for the demonstration
      farms;

              


      

    

    
      
        	
              	
                9.

              	
                proper
      channels for procuring governmental financial assistance or other
      incentives for agriculture projects to meet the needs of the
      projects;

              


      

    

    
      
        	
              	
                10.

              	
                agriculture
      land by way of transfer or lease for production
  purposes.

              


      

    

    


    
      
        	
              	
                (2)

              	
                Party
      B to provide :

              


      

    

    


    
      
        	
              	
                1.

              	
                US$140,000.00
      as capital;

              


      

    

    
      
        	
              	
                2.

              	
                modern
      agriculture management
system;

              


      

    

    
      
        	
              	
                3.

              	
                international
      business network;

              


      

    

    
      
        	
              	
                4.

              	
                proper
      channels for procuring financial assistance locally to meet the
      development cost;

              


      

    

    
      
        	
              	
                5.

              	
                assistance
      to resolve any misunderstanding between the Chinese and foreign parties
      resulting from the difference in opinion on the laws and regulation
      between the two concerned
countries;

              


      

    

    
      
        	
              	
                6.

              	
                expertise
      in the sales and marketing needs of the
SJVC.

              


      

    

    


    
      
        	
              	
                (3)

              	
                Party
      C to provide :

              


      

    

    


    
      
        	
              	
                1.

              	
                US$630,000.00
      as capital;

              


      

    

    
      
        	
              	
                2.

              	
                the
      rights to use the relevant patented technologies and the related
      trademarks and brands;

              


      

    

    
      
        	
              	
                3.

              	
                the
      rights to use the patented Bacterial and Bio-organic Fertilizer
      Manufacturing Technology, the Stock Feed Manufacturing
      Technology;

              


      

    

    
      
        	
              	
                4.

              	
                the
      related techniques associated with the Bio-organic Fertilizer and
      Livestock Feed Manufacturing;

              


      

    

    
      
        	
              	
                5.

              	
                international
      business and sales network and business operation model that generate
      financial benefit based on
branding;

              


      

    

    
      
        	
              	
                6.

              	
                channels
      for securing international financings for its
  developments.

              


      

    

    


    
      Note
:

    

    


    
      
        	
              	
                1.

              	
                If
      any of the technologies, techniques, systems, designs, brands and
      trademarks mentioned above are the properties of Party C, the SJVC shall
      acquire no right to operate the same except in the circumstances if they
      would be developed and/or invented by the SJVC during the course of its
      developments and operation.  In these events should anyone of
      the joint venture parties use any of the new inventions, such party shall
      pay the SJVC compensation, the values of which will be determined in
      accordance with the international market values at the time of
      usages.

              


      

    

    


    
      
        	
              	
                2.

              	
                Party
      C shall conduct feasibility studies on the projects, in coordination with
      Party A, and such feasibility studies reports shall be the properties of
      the SJVC.  If any one of the Joint Venture partners should use
      any of the referred studies, such party shall pay the SJVC compensation,
      values of which will be determined in accordance with the international
      market values at the time of
usages.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                3.

              	
                The
      SJVC will appoint Sino Agro Food, Inc. as its consultant for the purpose
      of applying the necessary treatment to make its group and organization
      structures, business strategies and operation on par with the
      international corporate standards, to facilitate realization of its
      planned listing exercise on overseas bourses, and the expenses incurred
      thereby shall be borne by the parties
hereto.

              


      

    

     

    
      	
              15.

            	
              All
      plant and equipment purchased by Party C shall be verified and approved by
      the relevant authority.

            


    

    


    
      	
              16.

            	
              Within
      three months after the approval of the relevant authority has been given
      for the contracts entered into by the SJVC Party C for the purchase of any
      plant and equipment, the personnel of the SJVC shall inspect and verify
      the purchased items and authorize Bank of China to issue the relevant
      letters of credit in favour of the banker of Party
  C.

            


    

    


    
      	
              17.

            	
              Party
      C shall ship all the purchased goods to a seaport directed by the SJVC
      within 6 months from the date of issuance of the letter of
      credit.

            


    

    


    
      	
              18.

            	
              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

    

    


    
      	
              19.

            	
              Party
      A shall have the following
responsibilities:

            


    

    


    
      	
            	
              1. 

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

            


    

    
      
        	
              	
                2.

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

              


      

    

    
      
        	
              	
                3.

              	
                To
      reasonably provide in accordance with the production requirement the
      necessary public facilities for the
SJVC;

              


      

    

    
      
        	
              	
                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 SJVC;

              


      

    

    
      
        	
              	
                6.

              	
                To
      deal with invitation for the expatriates personnel of the SJVC, 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 C
      from the main ports in Guangdong Province to the project sites of the
      SJVC; and

              


      

    

    
      
        	
              	
                9.

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

              


      

    

    


    
      	
              20.

            	
              Party
      B shall have the following
responsibilities:

            


    

    


    
      
        	
              	
                1.

              	
                To
      be responsible for ensuring the safety of the SJVC’s tangible and
      intangible assets in the course of their
usage;

              


      

    

    
      
        	
              	
                2.

              	
                To
      handle the necessary application to the relevant authorities for the use
      of land by the SJVC by way of lease from the local
  farmers;

              


      

    

    
      
        	
              	
                3.

              	
                To
      handle the application of permits and prearrangements needed to service
      the company’s logistic;

              


      

    

    
      
        	
              	
                4.

              	
                To
      carry out the assessment of management and technical personnel recommended
      by Party A and Party C;

              


      

    

    
      
        	
              	
                5.

              	
                To
      obtain all permits for the company’s produces and products from the
      Government bodies whenever
necessary;

              


      

    

    
      
        	
              	
                6.

              	
                To
      protect the company’s right in using assets provided either by Party A or
      Party C;

              


      

    

    
      
        	
              	
                7.

              	
                other
      duties mutually agreed upon by all
parties.

              


      

    

    


    
      	
              21.

            	
              Party
      C shall have the following
responsibilities:

            


    

    


    
      	
            	
              1. 

            	
              the
      provision of all designs and plans for the construction of the company’s
      production factories;

            


    

    
      
        	
              	
                2.

              	
                the
      provision of a list of imported plants and equipment needed by the
      company;

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                3.

              	
                the
      provision of technical specification of, operation manual of, and
      management systems for the company’s
production;

              


      

    

    
      
        	
              	
                4.

              	
                the
      provision of information and news relating to technologies and markets
      needed by the company’s
operation;

              


      

    

    
      
        	
              	
                5.

              	
                protecting
      the company’s assets and training of workers for the
    company;

              


      

    

    
      
        	
              	
                6.

              	
                assisting
      the company in the purchase of imported goods that could not be purchased
      in China;

              


      

    

    
      
        	
              	
                7.

              	
                the
      timely shipping of goods purchased for and on behalf of the company, and
      for the installation of related plants and
  equipment;

              


      

    

    
      
        	
              	
                8.

              	
                improving
      the company’s competitiveness, market shares and to ensure good
      profitability to be derived from the company’s export
    sales;

              


      

    

    
      
        	
              	
                9.

              	
                other
      duties mutually agreed upon by all
parties.

              


      

    

    


    
      
        	
                22.

              	
                1.

              	
                The
      parties hereto shall not carry out any manufacturing operation using the
      patent right, the specific technology, facilities and equipment and
      trademark as mentioned in this Agreement (save and except the SJVC) in the
      13 provinces, regions or cities in the  western China (including
      Qinghai Province, Gansu Province, Shanxi Province, Sichuan Province,
      Yunnan Province, Guizhou Province, Chongqing Municipality, Guangxi
      Autonomous Region, Sizhan Autonomous Region, Ningxia Autonomous Region,
      Xinjiang Vygur Autonomous Region and Inner Mongolia Autonomous
      Region).

              


      

    

    


    
      
        	
              	
                2.

              	
                If
      the SJVC 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    The Board of Directors

    


    
      	
              23.

            	
              The
      Board of Directors is the highest authority of the SJVC; it decides on
      important matters, and unanimous decision of the Board of Directors is
      required for very important matters. Simple majority decision shall
      suffice for other matters.

            


    

    


    
      	
              24.

            	
              The
      Board of Directors shall be formed on the date of registration of the
      incorporation of the SJVC.

            


    

    


    
      	
              25.

            	
              The
      Board of directors shall consist of 7 members; 3 appointees from Party A,
      1 from Party B and 3 from Party C.

            


    

    


    
      	
              26.

            	
              The
      chair person shall be the legal representative of the company, and he
      shall be elected by the parties
hereto.

            


    

    


    
      	
              27.

            	
              The
      tenure of the chair person shall be 3 years and re
    electable.

            


    

    


    
      	
              28.

            	
              A
      director appointed by Party A shall be made the first term Chair person,
      whereas a director appointed by Party C shall be made the first term
      Finance Director cum Chief Financial
Officer.

            


    

    


    
      	
              29.

            	
              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
      SJVC.

            


    

    


    
      	
              30.

            	
              The
      Board shall schedule to meet once a month on the 1st
      Saturday of every month at Xiling City, or at any other venue when
      necessary.   The chair person 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.

            


    

    


    
      	
              31.

            	
              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.

            


    

    


    
      	
              32.

            	
              The
      quorum for any meeting shall be two third of the directors (including the
      proxy) attending the meeting.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              33.

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

            


    

    


    
      	
              34.

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

            


    

    


    
      	
            	
              1.

            	
              Amendment
      to this Joint Venture Agreement or the Constitution of the
      SJVC;

            


    

    


    
      	
            	
              2.

            	
              Resolution
      of the SJVC;

            


    

    


    
      	
            	
              3.

            	
              Increasing,
      reducing or transferring the registered capital of the
    SJVC;

            


    

    


    
      	
            	
              4.

            	
              Merger
      of the SJVC with others, re-organization of the company
      structure;

            


    

    


    
      	
            	
              5.

            	
              Pledging
      the company’s assets as security;
and

            


    

    


    
      	
            	
              6.

            	
              Such
      matters that require unanimous decision of the Board of
      Directors.

            


    

    


    
      Decision
on other matters may be taken in accordance with the provisions of the
Constitution of the company.

    

    


    
      Article
8    Operation and Management

    

    


    
      	
              35.

            	
              The
      management of the SJVC 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 3
years.

            


    

    


    
      	
              36.

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

            


    

    


    
      
        	
              	
                1.

              	
                To
      carry out the matters as directed in this Joint Venture Agreement, the
      company’s Constitution and the Board of
  Directors;

              


      

    

    


    
      
        	
              	
                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
      be responsible for the daily operation and management: purchase of raw
      materials and parts & equipment, price fixing for the company’s
      products, marketing of products, contracts for specific cooperation with
      others and cash flow
financing;

              


      

    

    


    
      
        	
              	
                6.

              	
                To
      represent the SJVC in negotiation and signing of
  contracts;

              


      

    

    


    
      
        	
              	
                7.

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

              


      

    

    


    
      
        	
              	
                8.

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

              


      

    

    


    
      
        	
              	
                9.

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

              


      

    

    


    
      
        	
              	
                10.

              	
                To
      handle all disciplinary matters;
and

              


      

    

    


    
      
        	
              	
                11.

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

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                37.

              	
                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
      SJVC;

              


      

    

    


    
      
        	
              	
                2.

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

              


      

    

    


    
      
        	
              	
                3.

              	
                To
      represent the SJVC 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

    

    


    
      	
              38.

            	
              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

    

    


    
      	
              39.

            	
              The
      SJVC 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 SJVC.   The SJVC’s employees shall enjoy paid leave
      according to the laws.

            


    

    


    
      	
              40.

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

            


    

    


    
      Article
11    Production and Marketing

    

    


    
      	
              41.

            	
              The
      board of directors shall meet at the end of each calendar year to prepare
      the budget and plan for the following year for the rate of production, as
      well as the import and export, and report the same to the relevant
      governmental department according to the requirement of the
      regulations.  The budget and plan may be adjusted along the way
      according to market condition, taking into account the economic returns
      and balance of payment.

            


    

    


    
      	
              42.

            	
              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.

            


    

    


    
      	
              43.

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

            


    

    


    
      	
              44.

            	
              The
      SJVC may export all the company’s products of export quality to attain a
      balance of payment in its imports and exports, and to gain more foreign
      exchange.

            


    

    


    
      	
              45.

            	
              Party
      C shall be responsible for marketing the products overseas, and the
      company’s products shall be sold, domestically or overseas, under the
      brand name of the SJVC.

            


    

    


    
      	
              46.

            	
              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.

            


    

    


    
      	
              47.

            	
              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
      Bbard of directors shall decide whether it shall be fixed according to the
      international market condition or the transacted price at Guangzhou
      Expo.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Article
12    Financial System

    

    


    
      	
              48.

            	
              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.

            


    

    


    
      	
              49.

            	
              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,
      for record purpose.

            


    

    


    
      	
              50.

            	
              The
      SJVC 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.

            


    

    


    
      	
              51.

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

            


    

    


    
      	
              52.

            	
              The
      SJVC shall maintain Renminbi and foreign currency accounts with a local
      bank permitted by the National Foreign Exchange Control Board to operate
      foreign exchange transactions.

            


    

    


    
      Article
13    Taxation, Profit and Loss

    

    


    
      	
              53.

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

            


    

    


    
      	
              54.

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

            


    

    


    
      	
              55.

            	
              Parties
      hereto shall pay their respective
taxes.

            


    

    


    
      	
              56.

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

            


    

    


    
      	
              57.

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

            


    

    


    
      	
              58.

            	
              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.

            


    

    


    
      The
parties shall share the profit and loss of the SJVC according to the ratio of
their respective contribution towards the capital of the
company.

    

    


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

    

    


    
      	
              59.

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

            


    

    


    
      	
              60.

            	
              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.

            


    

    


    
      	
              61.

            	
              The
      SJVC 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 item 2 herein, then the defaulting party shall compensate the
      other parties for the losses they may suffer as a
  result.

              


      

    

    


    
      	
              62.

            	
              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.

            


    

    


    
      	
              63.

            	
              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.

            


    

    


    
      	
              64.

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

            


    

    


    
      Article
15   Amendment to this Agreement

    

    


    
      	
              65.

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

            


    

    


    
      Article
16   Insurance

    

    


    
      	
              66.

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

            


    

    


    
      Article
17   Brand Name and Trademark

    

    


    
      	
              67.

            	
              The
      organic agriculture products of the company shall be sold under the brand
      name and trademark of “San Yi” (tentative name), which is to be used after
      due registration of same with Trademark Control Department of
      China.  If necessary such trademark shall be registered
      internationally.

            


    

    


    
      Article
18   Liability for Breach of Contract

    

    


    
      	
              68.

            	
              Should
      any party fail to pay up on schedule the contribution in accordance with
      the requirement as prescribed in Article 5 of this contract, the
      defaulting party shall pay to the innocent party or parties 5% of its
      share of the contribution per month starting from the first month after
      the breach. Should the defaulting party fail to pay up 3 months after the
      due date for payment, then the innocent party or parties shall have the
      right to terminate this Agreement and claim damages from the defaulting
      party.

            


    

    


    
      	
              69.

            	
              Should
      all or part of the contract and its appendices not be able to be performed
      due to the fault of one party, the defaulting party shall bear the
      liability for breach of contract.  Should it be the fault of
      both parties, they shall bear their
      respective liabilities according to the actual situation.

            


    

    


    In
order  to  guarantee  the  performance  of 
the  contract  and  its appendices, the parties
hereto  shall provide each other with bank guarantees
for due performance of the contract.

    


    
      Article
19   Applicable Law

    

    


    
      	
              70.

            	
              The
      formation, validity, termination and carrying into effect of this
      Agreement and settlement of disputes arising therefrom shall be
      governed by the laws of the People's Republic of
      China.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Article
20   Settlement of Disputes

    

    


    
      	
              71.

            	
              Any
      disputes arises in the course of carrying into effect this Agreement shall
      be settled through friendly consultations among the shareholders of the
      company. In case no settlement can be reached through consultations, the
      disputes shall be referred to
Arbitration.

            


    

    


    
      	
              72.

            	
              The
      arbitration shall take place in Beijing, and shall be conducted by the
      China International Economic and Trade Arbitration Centre in accordance
      with its rules.

            


    

    


    
      	
              73.

            	
              The
      arbitral award is final and binding upon all
  parties.

            


    

    


    
      	
              74.

            	
              The
      fees for arbitration shall be borne by the losing
  Party.

            


    

    


    
      	
              75.

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

            


    

    


    
      Article
21    Others

    

    


    
      	
              76.

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

            


    

    


    
      	
              77.

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

            


    

    


    
      	
              78.

            	
              This
      Agreement may be printed in various languages, but the version in Chinese
      Language shall prevail. Should this Agreement contain any ambiguity, then
      the Constitution of the company shall prevail. This Agreement shall take
      effect upon its approval by the Department of Commerce and Trade of the
      Xiling City. This Agreement shall be printed in 24 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
:  Qinghai Province Sanjiang Group Company Limited

    

    


    Legal
Representative :                 (signed)                                      


    


    Date
:  December 28, 2008

    


    Party
B:  Garwor Company Limited

    


    
      Legal
Representative :                  (signed)                                      

    

    


    
      Date
:  December 28, 2008

    

    


    
      Party C
:  Pretty Mountains Holdings Limited

    

    


    Legal
Representative :                  (signed)                                      

    


    
      Date
:  December 28, 2008