EXHIBIT
10.17
 
 Exclusive
Consulting and Service Agreement
 
 This
Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in
Qingdao of China as of July 20, 2008 by and among the Following
Parties:
 
 Party A:
Shengyuan Nutritional Food Co., Ltd.
 Address:
 
 Party B:
Beijing Shengyuan Huimin Technology Service Co., Ltd.
 Address:
 
 Whereas:
 
 1.
              Validly
      existing and lawfully established within the territory of the People’s
      Republic of China, Party A is an exclusively foreign-owned enterprise,
      whose lawful registration certificate number is:_____. Party A possesses
      the resources for consulting and
service;
 
 2.
              Party
      B is a company of limited liability registered and established within the
      territory of China, whose lawful registration certificate number
      is_____;
 
 3.
              Party
      A agrees to provide Party B with consulting and relevant service. Party B
      agrees to accept the consulting and service provided by Party
      B.
 
 Therefore, after friendly
consultations between both Parties on the principle of equality and mutual
benefit, the Parties hereby agree as follows:
 
 1. Consulting
and service: exclusive and sole rights and interests
 
 During
the term of this Agreement, Party A agrees to provide Party B with relevant
consulting and service as an exclusive consulting and service provider under the
terms of this Agreement (Details see Annex 1).
 
 Party B
agrees to accept the consulting and service provided by Party A during the
validity period of this Agreement. Considering the value of the consulting and
service provided by Party A and friendly ties between both Parties, Party B
shall further agree that Party B won’t accept the consulting and service
provided by the third party in terms of the business scope in this Agreement
without prior written consent of Party A.
 
 In terms
of all and any rights, ownership, benefits and intellectual property rights
(including but not limited to copyrights, patents, technical secrets, business
secrets and etc.), developed by Party A or developed through Party A basing on
the intellectual property rights of Party B or Party B basing on the
intellectual property rights of Party A, Party A shall enjoy the exclusive and
sole rights and interests, while Party B may not ask for any rights, ownerships,
benefits and intellectual property rights.
  But if
the development is made by Party A basing on the intellectual property rights of
Party B, Party B shall assure that the intellectual property fights is perfect,
otherwise Party B shall bear the loss of Party B causing by this. If Party A
bears   compensation responsibility of any third party caused by
this, after the compensation is made, Party A has the right of recourse against
Party B in terms of its total loss.
   1
 
 In view
of the good cooperation between the two Parties, Party B shall promise that if
Party B wants to conduct any business cooperation with other enterprises, Party
B shall obtain the agreement of Party A. On the same condition, Party A or its
corresponding company has the right of priority cooperation.
  2. Calculation
and payment of consulting and service fee (“service fee”)
  2.1 Both
parties agree to conform and pay the service fee in accord with the mode listed
in Annex 2 under this Agreement.
  2.2 If
Party B fails to pay the service fee and other fee according to the provisions
of this Agreement, party B shall bear the penal sum of 5/10000 of the delinquent
amount per day to Party A.
  2.3   Party
A is entitled to assign its staff or certified public accountant of China or
other countries (“authorized representative of Party A”) to check the accounts
of Party B, so as to audit the calculation method and amount of the service fee.
Therefore, Party B shall provide authorized representative of Party A with the
documents, account, records, data and etc. asked by authorized representative of
Party A, so that authorized representative of Party A can audit the accounts of
Party B and confirm the amount of service fee. Except that there is a major
mistake, the amount of service fee shall be confirmed by authorized
representative of Party A.
  2.4   Unless
both parties reach unanimity through consultation, the service fee paid by Party
B to Party A shall not be deducted or offset in accordance to this Agreement.
(Such as bank commission and etc.)
  2.5   Beside
the service fee, Party B shall pay Party A the actual expenses of consulting and
service under this Agreement, including but not limited to various travel
expense, car fare, printing fee, postage and etc..
  2.6   Both
parties agree to share the total economic loss caused by the implement of this
Agreement.
   2
  
 3. Statements
and guarantees
  3.1   The
statements and guarantees of both parties is as follows:
  3.1.1
Party A is a validly existing company lawfully established in accordance with
the Chinese law.
  3.1.2
Party A shall carry out this Agreement with the corporate power and business
scope, be authorized and obtain the consent and approval of the third party and
government departments without violating the limitation in the relevant law and
contract;
  3.1.3
Once entered into, this Agreement shall be lawful, effective, stringent and
executive to Party A.
  3.2 Party
B hereby states and guarantees as follows:
  3.2.1
Party B is a validly existing company lawfully registered in accordance with the
Chinese law;
  3.2.2
Party B shall carry out this Agreement with the corporate power and business
scope; be authorized and obtain the consent and approval of the third party and
government departments without violating the limitation in the relevant law and
contract;
  3.2.3
Once entered into, this Agreement shall be lawful, effective, stringent and
executive to Party B.
  4. Confidentiality
  Both
Parties agree to make efforts to keep secret of the accessible confidential
materials and information (“confidential information”. The provider of these
materials and information shall specifically notify the confidential information
in writing) by taking various reasonable security measures. Without the prior
written consent of the provider of the confidential information, Party A must
not disclose, give or transfer this confidential information to the third party
(including the receiver of the confidential information merger with the third
party and directly and indirectly controlled by the third party).Upon the
termination of this Agreement, both parties shall return any documents,
materials of software that contain confidential information to the original
owner or provider of the confidential information or destroy them with consent
of the original owner of provider, including delete of any confidential
information from memory devices without using the confidential information
anymore. Both parties shall take required measures to disclose the confidential
information to the staff, attorneys and professional consultants of Party B who
need to know the information, and make them abide by the confidential
obligations under this Agreement. Party A and Party B, staff, attorneys, and
professional consultants of Party B shall sign the specific confidential
agreement for every party’s abidance.
   3
   The
restriction above is not applicable to:
  The
materials has already been available when disclosed; not Party A or Party B’s
fault
  The
materials have already been available when disclosed;
  Party A
of Party B can prove they have already mastered the information before
disclosure, and not directly or indirectly obtained from other
parties;
  According
to law, Party A or Party B is obliged to disclose to relevant government
departments, stock transaction mechanism, or due to the reasonable business
requirements of Party A or Party B, disclose the foresaid confidential
information directly to legal adviser or financial adviser.
  Both
parties agree that this agreement is remaining in force whether changed,
released or terminated.
 
 5. Compensation
 
 Except as
otherwise provided for in this Agreement, if Party B fails to fully or temporary
complies with its obligation under this Agreement, and not rectify the foresaid
action with 30 days after the notification has been received, or its statement
and guarantee is not true, it will constitute the break of
contract.
 
 If any
Party violates this Agreement or any statement, guarantee in this Agreement,
observant party may inform the delinquent party to correct the breach within ten
days after this notice has been received, and take corresponding measures to
provide the harmful consequences, and continue to perform the Agreement. In case
of damage, delinquent party shall compensate observant party, so that observant
party may obtain the rights and interests under this Agreement.
 
 If any
party breach this Agreement causing the other party to bear any expenses,
obligations or loss (including but not limited to corporate loss), delinquent
party shall compensate observant party in terms of the aforesaid expenses,
obligations or loss (including but not limited to the interests and attorney fee
paid of loss for breach). The compensation amounts paid by delinquent party
shall be equal to the loss caused by the breach. The aforesaid compensation
shall contain the interests obtained from fulfilling the agreement, but the
compensation must not exceed the reasonable expectation of both
parties.
 
 If Party
A is out of accordance with the direction of party B, or improper use the
intellectual property rights of Party A or improper operation cause anybody to
compensate for it, Party B shall bear full liability. If Party B discovers that
anyone uses intellectual property rights of Party A without lawful
authorization, Party B shall immediately notify Party A and in coordination with
Party B’s actions.
 
 In the
case that both parties violate this Agreement, sum of compensation should be
determined in accordance with respective degree of breach.
  6. Effect,
performance and period of validity
  6.1   This
Agreement is entered into as of the date written above and, in the meantime, put
into effect.
  6.2
Unless Party A releases this Agreement in advance, this Agreement is valid for
10 years after this Agreement takes effect. Before the end of this Agreement, if
Party A requires, both parties shall extend this Agreement according to the
requirement of Party A, and sign another exclusive consulting and service
agreement or continually perform this Agreement.
   4
 
 7. Termination
 
 7.1
During the validity period of this Agreement, if Party B terminates this
Agreement in advance without any reason, Party B shall compensate party A for
the total loss caused by this, pay the relevant service fee already
done.
 
 7.2 With
consensus, both sides can release this Agreement.
 
 7.3 After
the termination of this Agreement, rights and obligations of both parties under
Article 4 and Article 5 remain effective.
 
 8. Settlement
of dispute
  8.1 In
case of both parties dispute on explanation and performance of provisions under
this Agreement, the dispute shall be settled amicably through friendly
negotiation. If the negotiation is unsuccessful, any party may submit the
relevant dispute to China international economic and trade arbitration
commission to settle by arbitration in accordance with the then prevailing
arbitration rules. Place of arbitration is Beijing, language of arbitration is
Chinese. Arbitral award shall be final and binding upon both parties. The
provisions of this article is unaffected by the termination or release of this
Agreement.
  8.2
Except for the process of both parties dispute, both parties shall continue to
fulfill their obligations in accordance with the provisions of this
Agreement.
 
 9. Force
Majeure
  9.1
“Force Majeure” shall mean all events beyond the control of the party, which is
inevitable when the party affected by the event of force Majeure is reasonable
care, including but not limited to Government acts, Nature forces, fires,
explosions, storms, floods, earthquakes, tides, lightings or wars. However,
deficiency of credit, fund or financing of loan is not the items that one party
can reasonably control. The party affected by the event of “Force Majeure” seeks
for dissolution of responsibility shall notify the other party about the
dissolution of responsibility and notify the steps needed when fulfilling the
agreement.
  9.2 In
case of the performance of this Agreement is delayed or impeded for the “Force
Majeure” above, the party affected by the “Force Majeure” needs not to assume
the liability under this Agreement within the delayed and impeded range. The
party affected by the “Force Majeure” shall take appropriate measures to reduce
or eliminate the effect of “Force Majeure”, and make efforts to restore the
performance of delayed of impeded obligation. Once the event of “Force Majeure”
is eliminated, both parties shall do their best to restore the performance of
this Agreement.
 
 10. Notification
 
 The
notification made by both parties in terms of rights and obligations under this
Agreement shall be in writing, and send to relevant party or following address
of both parties in form of delivery by special messenger, registered post,
mailing, approved expedited delivery service or fax.
 
 Party A:
Shengyuan Nutritional Food Co., Ltd.
 Address:
 Fax:
 Tel:
 
 Receiver:
 
 Party B:
Beijing Shengyuan Huimin Technology Service Co., Ltd.
 Address:
 Fax:
 Tel:
   5
 
 11. Transfer
of this Agreement
 
 Party B
must not transfer the rights and obligations under this Agreement to the third
party, unless with prior written consent of Party A. Party A may transfer the
rights and obligations under this Agreement to its relevant enterprises without
consent of Party B, but shall notify Party B with aforesaid
transfer.
 
 12. Partition
of the Agreement.
 
 Both
parties hereby confirm this Agreement is the agreement both parties reach fair
and equitable on the basis of equality and mutual benefit. In case of any
articles under this Agreement are different from relevant law, invalid or can
not be implemented, then the articles are invalid or unenforceable within the
jurisdiction of relevant law.
 
 13. Amendment
and complement of the agreement
 
 Amendment
and complement of the agreement shall made by both parties in writing. The
amendment and complement signed by both parties are part of this agreement, and
effective as this Agreement.
 
 14. Governing
law
 
 The
subscription, validity, performance and explanation of this Agreement as well as
the settlement of dispute are governed by Chinese law and explained in
accordance with Chinese law.
 
 Now,
therefore, authorized representatives of both parties sign this Agreement as of
the date written above so as to show credit.
 
 [No text
in this page and it is the signed page of Excusive Consulting and Service
Agreement]
 
 Party A:
Shengyuan Nutritional Food Co., Ltd. (seal)
 Authorized
representative:
 
 /s/ Liang
Zhang
 
 Party B:
Beijing Shengyuan Huimin Technology Service Co., Ltd.
 Authorized
representative:
 
 /s/ Maosheng
Li
 
 
 
 6
 
 
  Annex
1:
  
 List of
consulting and service content
  
 
  1.
Provide development and study service of pre-production check
technology.
  2.
Provide pre-service, in-service training service.
  3.
Provide technical development and technical service.
  4.
Provide public relationship service.
  5.
Provide market research, study and consulting service.
  6.
Provide making middle-short term market development and market
plan.
  7.
Provide various technical services.
  8.
Provide technical consulting and technical transfer.
  9.
Provide sales service of self-made products
  7