Unassociated Document


    Exhibit
10.4

    
    

     

    Unofficial
English Translation

    


    Industrial
Product Purchase Contract

    


    
      
        	
                Seller:
      Harbin Hai Heng Chemical Distribution Co., Ltd.

                 

                Buyer:
      Pacific Dragon Fertilizer Co., Ltd.

                 

              	
                 

                 

                 

                Contract
      No. 090003

                Signing
      Location: Harbin

                Signing
      Date: December 5, 2008

              


      

    

    


    Article
1

    Products,
Numbers, Prices and Delivery (Obtaining) Time:

    
      	
              Product

            	
              License
      No.

              Trademark

            	
              Specs

              Type

            	
              Production
      Company

            	
              Unit

              of
      Measurement

            	
              Number

            	
              Price/
      Unit

            	
              Amount

            	
              Delivery
      (Obtaining) Time and Number

            
	
              Total

            	 
      	 
      	 
      	 
      
	
              Humic
      Acid

               

            	 
      	 
      	 
      	
              Ton

            	
              10855

            	
              4000

            	
              43,420,000.00

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Total
      Amount: RMB Forty-three million, four hundred and twenty
      thousand

            


    

    


    Article
2

    Standards
of the Quality: National
standard

    


    Article
3

    Periods
and Conditions for Sellers to Be Responsible for Quality Standards: Three
months.

    


    Article
4

    Standards
of Packages, Supplies and Recycling of Packing Materials: None

    


    Article
5

    Necessary
Items and Accessories to Products, Numbers of Tools and Supply Methods: None

    


    Article
6

    Standards
and Calculations of Reasonable Losses: 1%

    


    Article
7

    The
ownership of the product is transferred when it is out of the seller’s
hands; however, if the buyer breaches its obligation of the payment, the
ownership of the product shall belong to the
seller.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
Article
8

    Methods
and Locations of Delivery (Obtaining) of Products: Deliver the product to the
location designated by the buyer.

    


    Article
9

    Methods,
Arrival Stations (Harbors) and Expenses of Transportation: The seller is responsible
for all of the matters.

    


    Article
10

    Standards,
Methods, Locations and Periods of Inspections: It is deemed qualified if no
comments raised after seven days upon the arrival of the
product.

    


    Article
11

    Installations
and Adjustments of Whole Set of Equipments: None

    


    Article
12

    Methods,
Time and Locations of Payments: Prepay 40% of the total
amount. The rest of the payment is paid off upon the arrival of the
product.

    


    Article
13

    Guarantees
(or a separate guarantee agreement): None

    


    Article
14

    Conditions
of Cancellation of Contract: Negotiated by both
parties.

    


    Article
15

    Breaches:
The breaching parties
shall be liable for losses.

    


    Article
16

    Dispute
Resolutions: Any dispute arising from and in connection with the contract may be
negotiated by both parties, or mediated by the local administration of industry
and commerce. In the event that an agreement cannot be reached, the dispute
shall be resolved according to (2) of the
followings:

    (1)
Submit to Arbitration
Commission.

    (2) File
a law suit to the People’s Court.

    


    Article
17

    The
contract becomes effective from December 5,
2008.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Article
18

    Other
matters: To be
discussed.

    


    
      
        	
                Seller

                Name:
      Harbin Hai Heng Chemical Distribution Co., Ltd.

                Address:

                /s/                

                Legal
      Representative:

                ID
      No.

                 

                Entrusted
      Person:

                Phone:

                Deposit
      Bank:

                Account
      No.:

                Zip
      Code:

              	
                Buyer

                Name:
      Pacific Dragon Fertilizer Co., Ltd.

                Address:

                /s/ Chen
      Xiujuan

                Legal
      Representative: Chen Xiujuan

                ID
      No.

                 

                Entrusted
      Person:

                Phone:

                Deposit
      Bank:

                Account
      No.:

                Zip
      Code:

              	
                Certified
      Opinion

                 

                 

                 

                 

                 

                Certified
      Agency:

                Clerk:

              


      

    

    Effective
Date: from December 5, 2008 to December 5, 2010

    


    The
sample contract is supervised and printed by Heilongjiang Administration of
Industry and Commerce

    


    
      
        
        

      

      
        3