OPERATING
AGREEMENT

     

    This
Operating Agreement (this “Agreement”) is dated
June 10, 2009, and is entered into in Laiyang City, Shandong Province, People’s
Republic of China (“PRC” or “China”) by and between Shangdong MeiKeFuBang Food
Limited  (“Party A”), Shangdong
Longkang Juice Co., Ltd (“Party B”) (“Party B”), and
shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party
B” or “Party
C”).  Party A, Party B, and Party C are each referred to in
this Agreement as a “Party” and
collectively as the “Parties.”

    


    RECITALS

    


    1.           Party
A, a company incorporated in the PRC as a foreign investment enterprise, has the
expertise in the business of consulting;

    


    2.           Party
B is a company incorporated in China, and is engaged in the production,
processing, and sale of juice, soft drink, fruit-wine, dairy products, meat,
food, farm products (expired on October 21, 2011); import and export business
(excluding the restricted or prohibited products and technology ) (the “Business”);

    


    3.           The
undersigned Shareholders of Party B collectively own 100% of the equity
interests of Party B;

    


    4.           Party
A has entered into a Consulting Services Agreement with Party B (hereinafter
“Consulting Services
Agreement”) to establish a business relationship;

    


    5.           Pursuant
to that certain Consulting Services Agreement between Party A and Party B dated
June [ ], 2009, Party B is obligated to make regular payments of consulting
services fee to Party A during the term of the Consulting Services
Agreement.  However, no payment has yet been made, and Party B’s daily
operation has a material effect on its ability to make such payments to Party A;
and

    


    6.           The
Parties are entering into this Agreement to clarify certain matters in
connection with Party B’s operations.

    


    NOW THEREFORE, all Parties of
this Agreement hereby agree as follows through negotiations:

    


    1.           Party
A agrees, subject to Party B’s agreement to relevant provisions of this
Agreement, to be Party B’s guarantor in connection with the contracts,
agreements and transactions executed between Party B and any other third party,
and to provide full guarantee for the performance of such contracts, agreements
or transactions by Party B.  Party B agrees, as a counter-guarantee,
to pledge all of its relevant assets, including accounts receivable, to Party
A.  Pursuant to such guarantee arrangement, Party A wishes to enter
into written guarantee agreements with Party B’s counter-parties thereof, to
assume the guarantee liability as the guarantor when applicable.  As
such, Party B and Party C shall take all necessary actions (including, but not
limited to, executing relevant documents and proceeding with relevant
registrations) to carry out the counter-guarantee arrangements provided by Party
A thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    2.           In
consideration of Article 1 herein and to assure the performance of the various
arrangements between Party A and Party B, and the payment of the accounts
payable by Party B to Party A, Party B and the Party C hereby jointly agree that
Party B shall not, without the prior written consent of Party A, conduct any
transactions which may materially affect the assets, obligations, rights or the
operations of Party B (excluding proceeding with Party B’s normal business
operation and the lien obtained by relevant counter parties due to such
agreements).  Such transactions shall include, without limitation, the
following:

    


    
      	
               
      

            	
              2.1

            	
              To
      borrow money from any third party or assume any
  debt;

            


    

    


    2.2           To
sell or acquire from any third party any asset or right, including, but not
limited to, any intellectual property rights;

    


    2.3           To
provide any guarantees to any third parties using its assets or intellectual
property rights; or

    


    2.4           To
assign to any third party its business agreements.

    


    3.           In
order to ensure the performance of the various operation agreements between
Party A and Party B and the payments of various accounts payable by Party B to
Party A, Party B and Party C hereby jointly agree to accept the corporate
policies provided by Party A in connection with Party B’s daily operations,
financial management and the employment and dismissal of Party B’s
employees.

    


    4.           Party
B and Party C hereby jointly agree that Party C shall appoint the members
recommended by Party A as the Directors of Party B, and shall appoint members of
Party A’s senior management as Party B’s General Manager, Chief Financial
Officer, and other senior officers.  If any member of such senior
management leaves or is dismissed by Party A, he or she will lose the
qualification to take any position with Party B, and Party B shall appoint
another member of Party A’s senior management to take such position, as
recommended by Party A.  The person recommended by Party A in
accordance with this section shall have the qualifications of a Director,
General Manager, Chief Financial Officer, and/or other relevant senior officers
pursuant to applicable laws.

    


    5.           Party
B, together with the Party C, hereby jointly agree and confirm that Party B
shall first seek guarantee from Party A if Party B requires any guarantee for
its performance of any contract or loan in the course of its business
operation.  Under such circumstances, Party A shall have the right,
but not the obligation, to provide the appropriate guarantee to Party B at its
sole discretion.  If Party A decides not to provide such guarantee,
Party A shall issue a written notice to Party B immediately and Party B shall
seek a guarantee from other third party.

    


    
      Operating Agreement

    

    SHANDONG
LONGKANG JUICE


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    

    


    6.           In
the event that any of the agreements between Party A and Party B terminates or
expires, Party A shall have the right, but not the obligation, to terminate all
agreements between Party A and Party B, including, but not limited to, the
Consulting Services Agreement.

    


    7.           Any
amendment to this Agreement shall be made in writing.  The amendments
duly executed by all Parties shall be deemed as a part of this Agreement and
shall have the same legal effect as this Agreement.

    


    8.           If
any provision or provisions of this Agreement shall be held to be invalid,
illegal, unenforceable or in conflict with the laws and regulations of the
jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

    


    9.           Party
B shall not assign its rights and obligations under this Agreement to any third
party without the prior written consent of Party A.  Party B hereby
agrees that Party A may assign its rights and obligations under this Agreement
if necessary and such transfer shall only be subject to a written notice sent to
Party B by Party A, and no any further consent from Party B will be
required.

    


    10.           The
Parties of this Agreement shall acknowledge and ensure the confidentiality of
all oral and written materials exchanged relating to this
Agreement.  No Party shall disclose the confidential information to
any other third party without the other Party’s prior written approval, unless:
(a) it was in the public domain at the time it was communicated (unless it
entered the public domain without the authorization of the disclosing Party);
(b) the disclosure was in response to the relevant laws, regulations, or stock
exchange rules; or (c) the disclosure was required by any of the Party’s legal
counsel or financial consultant for the purpose of the transaction of this
Agreement.  However, such legal counsel and/or financial consultant
shall also comply with the confidentiality as stated hereof.  The
disclosure of confidential information by employees or hired institutions of the
disclosing Party is deemed to be an act of the disclosing Party, and such
disclosing Party shall bear all liabilities of the breach of
confidentiality.  If any provision of this Agreement is found by a
proper authority to be unenforceable or invalid such unenforceability or
invalidity shall not render this Agreement unenforceable or invalid as a
whole.

    


    11.           This
Agreement shall be governed and construed in accordance with PRC
law.

    


    12.           The
Parties shall strive to settle any disputes arising from the interpretation or
performance of this Agreement through amicable negotiations.  If such
dispute cannot be settled, any Party may submit such dispute to China
International Economic and Trade Arbitration Commission (“CIETAC”) for
arbitration.  The arbitration shall abide by the rules of CIETAC, and
the arbitration proceedings shall be conducted in Beijing, China in
English.  The judgment of the arbitration shall be final and binding
upon the Parties.

    


    
      13.           This
Agreement shall be executed by a duly authorized representative of each Party as
of the date first written above and becomes effective
simultaneously.

    

    


    
      Operating Agreement

    

    SHANDONG
LONGKANG JUICE


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    14.           The
Parties confirm that this Agreement shall constitute the entire agreement of the
Parties with respect to the subject matters therein and supersedes and replaces
all prior or contemporaneous verbal and written agreements and
understandings.

    


    15.           The
term of this Agreement shall commence from the effective date and shall last for
the maximum period of time permitted by law unless early terminated in
accordance with the relevant provisions herein or by any other agreements
reached by all Parties. Within the term of the Agreement, if Party A shall
terminate this Agreement (including any extension of such term) or if this
Agreement shall terminate due to any other reason, this Agreement shall be
terminated upon the termination of such Party, unless such Party has already
assigned its rights and obligations in accordance with Article 9
hereof.

    


    16.           This
Agreement shall be terminated on the expiration date unless it is renewed in
accordance with the relevant provisions herein.  During the effective
term of this Agreement, Party B shall not terminate this
Agreement.  Notwithstanding the above stipulation, Party A shall have
the right to terminate this Agreement at any time by giving a thirty (30) day
prior written notice to Party B.

    


    
      	
              17.

            	
              This
      Agreement has been executed in six (6) duplicate originals in
      English.  Each Party has received one (1) original, and all
      originals shall be equally valid.

            


    

    


    [SIGNATURE
PAGE FOLLOWS]

    


    
      Operating Agreement

    

    SHANDONG
LONGKANG JUICE


    
      
         


      

      
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    IN WITNESS WHEREOF this
Agreement is duly executed by each Party or its legal
representatives.

     

    
      
        
          	
                  PARTY
      A:

                	
                  Shangdong
      MeiKeFuBang Food Limited

                
	 
      	 
      
	 
      	
                  Legal/Authorized
      Representative: ______________________

                
	 
      	
                  Name:
      JIANG Zhide

                
	 
      	
                  Title:
      Executive Director

                
	 
      	 
      
	
                  PARTY
      B:

                	
                  Shangdong
      Longkang Juice Co., Ltd

                
	 
      	 
      
	 
      	
                  Legal/Authorized
      Representative: ______________________

                
	 
      	
                  Name:
      JIANG Zhide

                
	 
      	
                  Title:
      Chairman of the Board of
Directors

                


        

      

    

    


    
      Operating Agreement

    

    SHANDONG
LONGKANG JUICE


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    SIGNATURE PAGE FOR
SHAREHOLDERS OF PARTY B

    


    
      
        
          	
                  SHAREHOLDERS
      OF PARTY B:

                
	
                  ____________________

                
	
                  JIANG
      Zhide

                
	
                  ID
      Card No.: 370682195611231611

                
	
                  Owns
      60% of Shangdong Longkang Juice Co., Ltd

                
	 
      
	
                   ___________________

                
	
                  DING
      Xueying

                
	
                  ID
      Card No.:370682195505281674

                
	
                  Owns
      10% of Shangdong Longkang Juice Co., Ltd

                
	 
      
	
                  ___________________

                
	
                  CHU
      Xichang

                
	
                  ID
      Card No.:370682195404071619

                
	
                  Owns
      10% of Shangdong Longkang Juice Co., Ltd

                
	 
      
	
                  ___________________

                
	
                  DONG
      Weidong

                
	
                  ID Card No.:
      370682630906161

                
	
                  Owns
      10% of Shangdong Longkang Juice Co., Ltd

                
	 
      
	
                  ___________________

                
	
                  LV
      Fengqing

                
	
                  ID
      Card No.: 37068219681122164X

                
	
                  Owns
      10% of Shangdong Longkang Juice Co.,
Ltd

                


        

      

    

    


    
      Operating Agreement

    

    SHANDONG
LONGKANG JUICE


    
      
         


      

      
        -6-