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                                    CONTRACT

CONTRACT NUMBER: SELLER/KIWA0085/07/2006/UREA DATED JULY 28, 2006

THIS AGREEMENT CONTRACT IS FOR THE SALE AND PURCHASE OF KIWA YI MU LING PRODUCTS
AND PRILLED UREA 46 % N AGRICULTURAL GRADE

BETWEEN

SELLER:         KIWA BIO-TECH PRODUCTS GROUP LTD
                ROOM 4410, 44/F.,
                CHINA RESOURCES BUILDING
                NO. 26 HARBOUR ROAD, HONG KONG

                CONTACT PERSON:    WEI LI
                TEL:               (852)2389 2367
                FAX:               (852)2341 2909
                EMAIL:             WADEWEILI@KIWABIOTECH.COM


(Hereinafter known as Seller)


AND


BUYER:          CHINA HUA YANG RONEO CORPORATION
                NO.67, JIN BAO ST., DONG CHENG DISTRICT,
                BEIJING 100005 CHINA

                CONTACT PERSON:    JIEMIN NIU (HELEN)
                TEL: +86-10-65263759
                FAX:+86-10-65271005
                EMAIL:   HELENNIU@163BJ.COM




(Hereinafter known as Buyer)


WHEREAS:  The Seller and Buyer each with full  corporate  authority,  certifies,
represents and warrants that each can fulfill the requirements of this agreement
and respectively  provide the products and the funds referred herein in time and
under the terms agreed to hereafter.

WHEREAS:  The Seller Hereby agrees and makes an irrevocable and firm contract to
deliver  TWO HUNDRED  THOUSAND  METRIC TONS (1,000 MT +/- 5%) of KIWA YI MU LING
PRODUCTS AND TWO Hundred Thousand Metric Tons  (200,000MT+/- 5%) PRILLED UREA 46
% N AGRICULTURAL GRADE Cost, Insurance and Freight (CIF FO) INCOTERMS 2000.

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WHEREAS:  The Buyer Hereby agrees and makes an irrevocable  and firm contract to
purchase TWO HUNDRED  THOUSAND  METRIC TONS (200,000 MT +/- 5%)x of PRILLED UREA
46 % N AGRICULTURAL  GRADE Cost,  Insurance and Freight (CIF FO) INCOTERMS 2000.
The Kiwa YI MU LING products will be in other contract.

ADDENDA INTEGRAL TO THE CONTRACT:

         Addendum A: Banking Information
         Addendum B: Conditions of  Payment
         Addendum C: Procedure


1.    PRODUCT:
      UREA 46 % N SHALL CONFORM TO THE FOLLOWING SPECIFICATIONS.

      SPECIFICATION:                      46% Prilled
      Quality:                            Standard Export Quality
      Nitrogen:                           46% By Weight minimum
      Moisture                            0.5% Max Fisher / 0.3% Max Dryer
      Biuret:                             1% Max By Weight
      Anti-Caking Agent:                  Treated Against Anti-Caking
      Free Ammonia:                       160 pkt, ppm max
                                          1-4mm 90%
      Granulation:                        Lesser than 2mm 1% Greater than 3mm 4%
      Melting Point:                      132 Degrees Celsius
      Color:                              Standard White or Pure White Prilled
      Free From:                          Harmful Substances
      Radiation:                          Free from Radioactivity
                                          100% Free Flowing

2.    ORIGIN:
      Ukraine / Russian Federation / CIS or As Specified By Seller; SELLER TO
      NOTIFY BUYER THE PORT OF ORIGIN FOR DOCUMENTARY LETTER OF CREDIT
      DESIGNATION.


3.    DESTINATION / PRODUCT DISCHARGE:
      i.    Within FIVE (5) days of Buyer and Seller signing the Agreement,  the
            Buyer  will  advise the Seller in  writing  the  particulars  of the
            discharge port.
      ii.   Destination shall be CIF SUBIC BAY PORT, PHILIPPINES (See Article 26
            Terms and Definitions) subject to sellers receipt of all appropriate
            permits,  permissions  and  licenses.  The basis of delivery for the
            shipments shall be Twenty Five Thousand (25,000 MT).
      iii.  Delivery of first shipment shall be done within Forty Five days (45)
            days  after  receipt  and  confirmation  of an  operative  financial
            instrument  acceptable to the seller and complete  within the stated
            time.
      iv.   Minimum discharge rate of 1,200 (Twelve Hundred) metric tons per WWD
            subject to discharge port off load capabilities.

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4.    PRODUCT DELIVERY:
      i.    The  dates  of  Bill Of  Lading  shall  be  considered  the  date(s)
            delivery.
      ii.   The first delivery shall begin within forty five (45) days after the
            receipt  and  confirmation  of  an  operative  financial  instrument
            acceptable to the seller.
      iii.  The Seller reserves the right to deliver earlier than agreed in this
            contract  giving  notice  to all  designated  parties  and  with the
            approval of the buyer.
      iv.   The whole quantity of 200,000 MT (twenty  Thousand Metric Tons) will
            be shipped in 25,000 MT v. Total  shipments  shall be  according  to
            shipping  schedule  to be  mutually  agreed by the Seller and Buyer.
            Shipments to be completed  within a maximum of EIGHTEEN (18) months.
            vi.  Minimum  is  subject to slight  and  reasonable  variations  in
            schedules due to customary and usual  exigencies.  vii.  Consecutive
            shipments  shall be shipped by delivering and receiving  schedule of
            buyer, sent to the seller after the first shipment has left the port
            as  indicated  by the W.K.  WEBSTER  & CO.  LTD  certificate.  viii.
            INCOTERMS 2000 / CIF (SEE ARTICLE 30 TERMS AND DEFINITIONS).
      ix.   The buyer and seller  agree that partial  shipments  are allowed and
            the buyer and seller agree that transhipments are not allowed.

5.    CONTRACTED QUANTITY:
      TWO HUNDRED  THOUSAND METRIC TONS (200,000 MT) of PRILLED UREA N 46%, with
      value tolerance 5%, to be shipped as per schedule.

      The total  quantity  delivered in this contract shall be determined by the
      certifications of the weight issued by the inspection authority and by the
      Bills of Lading of the shipment that was in effect delivered to the buyer.

6.    PRODUCT WEIGHT AND QUALITY:
      The  Seller  guarantees  that  each  shipment  of  prilled  UREA  46  %  N
      AGRICULTURAL  GRADE shall be provided  with an inspection  certificate  of
      weight and quality at the time of loading and such a certificate  shall be
      provided by W.K.  WEBSTER & CO., LTD. or similar  recognized  authority at
      the Buyer's expense. The Inspection Certificate issued is required for DLC
      negotiation.

7.    PACKING:
      The  product  is  to  be  packed  in  net  50  kg  (fifty  kilograms)  new
      Polypropylene Bags with polyethylene lining. The bags have a combined tare
      of 100 gm (one  hundred  grams)  and are  sufficient  to  ensure  the safe
      arrival of product to destination.
      BAG MARKING - NEUTRAL  ENGLISH  MARK IN SEVEN LINES IN BLACK COLOUR ON ONE
      SIDE WITH " UREA"TO BE PRINTED IN DOUBLE SIZE OF THE OTHER LINE.
                                    UREA 46
                                PCT NITROGEN MIN
                                1 PCT BIURET MAX
                        0.5 PCT MOSITURE MAX 50 KGS NETT
                                     USE NO
                               HOOKS MADE IN XXXX.

         Bags will be labeled in English language marking net weight,  validity,
         product  and country of origin or per  Buyer's  instructions.  5% extra
         bags are supplied free of charge.

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8.    PRICE PER METRIC TON:
      ONE HUNDRED AND SEVENTY  UNITED STATES  DOLLARS (US$ 170/-) PER METRIC TON
      CIF FO SUBIC BAY PORT, PHILIPPINES.


9.    CONTRACT AMOUNT:
      UNDER THE CONTRACT,  THE TOTAL VALUE OF CONTRACTED  QUANTITY OF DELIVERIES
      IS THIRTY-FOUR  MILLION UNITED STATES DOLLARS (US  $34,000,000)  (+/- 5%),
      AND IS NOT INCLUSIVE OF ANY EXTENSION OF QUANTITIES.


10.   PAYMENT TERMS:
            1)    Payment of 1st order (25,000MT) make by Documentary  Letter of
                  Credit (DLC) at sight, Irrevocable,  transferable,  revolving,
                  and confirmed.
            2)    DLC is for  FOUR  MILLION  TWO  HUNDRED  FIFTY  THOUSAND  U.S.
                  DOLLARS (US$4,250,000.00) +/- 5%.

      Before the payment  instrument is transferred  to the Sellers  Account the
      text of the  payment  instrument  must be  reviewed  and  approved  by the
      Seller.

      Upon approval, Seller shall issue Performance Bond and Proof of Product by
      SWIFT, to Buyer's bank.

Please refer to ADDENDUM C: CONDITIONS OF PAYMENT & PROCEDURE

CONTRACT PROCEDURES:

      TRANSACTION PROCEDURES

      After the Contract approved and signed by the Seller and the Buyer :

      a/
      The Buyer must open an Non - Operative  LC within five (5) working days to
      the Seller ;

      b/
      The Seller must issue 2 % Performance Bond valued to USD85,000 by L/C with
      the POP (Proof of  Products - of which the format  must be approved by the
      Buyer)  within ten (10) working  days after their Bank  receives the Non -
      operative LC from the Buyer ;

      c/
      The LC will be activated by the 2 %  Performance  Bond and POP as per Item
      10 b/

      d/
      The delivery will be started to proceed.  Seller to nominate vessel within
      twelve (12) days of acceptance  of Buyer's DLC, the  notarized  acceptance
      certificate of the vessel by the buyer is required for DLC negotiation.

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11.   ANTI-DUMPING CAUTION:
      The BUYER  incurs  the  complete  responsibility  for  observance  of anti
      dumping norms,  rules and procedures in the national market and markets of
      the further realization of subject of the present Contract, undertakes not
      to conclude transactions on these markets under prices, which are dumping,
      in accordance with  legislation of appropriate  country and  international
      rules;  and to be the only defendant to all possible  anti-dumping  claims
      and in payment of the duties,  taxes and other  expenses which are imposed
      on Goods under the present  Contract,  in accordance with anti dumping law
      of the country of import.

12.   ACCEPTANCE OF GOODS:
      Under  accompanying  documents  mentioned in the Clause 13 (below) of this
      Contract.

13.   PRODUCT DOCUMENTATION PER LIFT:
      1.    Three Originals And Three Copies - Signed Commercial Invoice.
      2.    Three  Originals  And Three  Copies - Clean On Board  Ocean  Bill Of
            Lading Made Out To The Order Of Issuing Bank Marked Freight  Prepaid
            And Notify The Applicant.
      3.    Three  Originals  And Three Copies - Packing List Showing  Gross And
            Net Weight And Number Of Ocean Bill Of Lading In One  Originals  And
            Three Copies -  Certificate  Of Origin Issued By Chamber Of Commerce
            of Country Of Origin.
      4.    One Originals And Two Copies - Certificate  Of Wt And Quality Issued
            By S.G.S.
      5.    One original Copy - Insurance  Policy / Certificate In Duplicate For
            110  Pct  Of  The  Draft,   Blank  Endorsed  Covering  Ocean  Marine
            Transportation  All Risks War Risks.  (1:00)  Charter  Party Bill of
            Lading acceptable. Third Party documents acceptable.
      6.    Other procedures,  certificates and  documentation  required for DLC
            negotiation.

14.   PRODUCT INSURANCE:
      Insurance  will be  covered  by the  seller at his cost and  expense  from
      warehouse or Other to discharge  port covering All Risks for not less than
      110 percent of the invoice value according to buyers instructions.

15.   DEMURRAGE:
      The  vessel's  Master is to advise the Buyer's  agent at port of discharge
      the vessel's name, date of arrival,  vessel capacity,  number of hatches /
      number  of cargo  chambers,  quantity  loaded  per cargo  chamber  and the
      particulars of the vessel's  readiness to effect cargo operations  through
      all hatches.

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      The  vessel's  Master  shall  give  twenty  (20)  days and  seven (7) days
      provisional  notice and 72, 63 and 21 hours final  notice of the  vessel's
      estimated  time of arrival at port of  destination to the Buyer's agent at
      the port of  discharge.  Such  notices  shall be  effected  during  normal
      business hours and whether in berth or not.

      Lay time shall  commence  from 1.00 PM if vessel  notices of  readiness to
      discharge  is given prior to noon and from 8.00 AM of the next working day
      if notice is given after noon. If the port is congested,  then lay time is
      to commence twenty-four (24) hours after notice of readiness is given. The
      Buyer is responsible for the product discharge.

      The  average  discharge  rate  shall be  1,500/mt  for  bagged  product or
      6,000/mt  for bulk  product per weather  working day of  twenty-four  (24)
      hours.  If the  port of  discharge  has a  lower  average  discharge,  the
      discharge  rate will be adjusted  according  to the port's  capacity.  The
      times  from 5.00 PM hours on  Saturday  to 08.00  hours on Monday and from
      17.00 hours on the day  proceeding to 08.00 AM hours on the day succeeding
      any holiday are excluded even if used.

      Should the vessel be  discharged  at the rate less than the  average,  the
      Buyer  shall pay to Seller  demurrage  at a rate  between  US $2,500  (Two
      Thousand Five Hundred  United States  Dollars and US$ 5,000 (Five Thousand
      United States  Dollars) per running day and prorated share for any portion
      of any running day.

      Should the vessel discharge at a rate greater than the average, the Seller
      shall pay to the Buyer a  compensation  for speedy  discharge at a rate of
      US$ 2,500 (Two  Thousand Five Hundred  United States  Dollars) per running
      day.

      It is agreed that demurrage be settled by the vessel's  Master and Buyer's
      shipping  agent  within  five (5)  days  from the  receipt  of the  vessel
      Master's Invoice.

      All taxes or levies  imposed  by the  country of  destination,  having any
      effect  on  this   Agreement   are  for  Buyer's   account  and  his  sole
      responsibility.  All taxes or levies and port dues  imposed by the country
      of  origin,  having  any  effect on this  Agreement  are for the  Seller's
      account and his sole responsibility.

      Should the vessel be required to shift from one berth for another  port of
      discharge,  then the time used shifting shall be for Buyer's  account.  In
      the event  lighterage is required at the port of discharge,  said expenses
      are for the Buyer's account.

16.   IMPORT FACILITIES, DOCUMENTS, TAXES AND FEES:
      All taxes or levies imposed by the country of import  (destination) having
      effect  on  this  contract  are on the  buyer's  account  and  their  sole
      responsibility.  The Buyer must have all import permissions and permits in
      writing and a copy sent to the seller.

      Buyer bears the sole  responsibility of securing all permits,  licenses or
      any other documents required by the governments of the importing nation.

      Seller will bear no  responsibility to provide such  documentation.  Buyer
      will bear all costs  associated with securing such documents and will also
      bear all costs and  penalties  arising if such  documents are not secured.
      Under no  circumstances  shall the seller be held  liable  for  missing or
      improper documentation the buyer is required to provide. Shipping is based
      on INCOTERMS 2000.

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17.   FORCE MAJEURE:
      No party shall be liable for any  inability to comply with the  obligation
      inherent  in  this  Agreement,  whether  wholly  or in  part,  where  such
      inability is due, whether  directly or indirectly,  to - (i) Causes beyond
      their  reasonable  control  ; (ii)  Acts of God ;  (iii)  Acts  (including
      failure to act) of any  Government  Authority  (dejure or de facto) ; (iv)
      Wars (whether declared or undeclared) ; (v) Riots, Revolution,  (vi) Fire,
      Flood,  Sabotage,  Nuclear Accident,  Earthquake,  Storm or Epidemic ; and
      (vii) Where banks are closed by reason of Industrial Dispute or Government
      Intervention;  and any other  interruption of the Private Placement by the
      FED and OR Trader Group.

      In all other respects,  any legal definition of a circumstance promoting a
      claim for Force Majeure shall  consider  provisions of the clause,  "Force
      Majeure  Hardship" as contained in the  INTERNATIONAL  CHAMBER OF COMMERCE
      PUBLICATION  NO. 421,  which  model  reference  clause is deemed  included
      herein by said reference.


18.   DISPUTES AND ARBITRATION:
      All disputes and  disagreements,  which may arise in connection  with this
      contract,  shall be settled  through  friendly  negotiations  between  the
      parties.  Disputes  and  disagreements  that  cannot  be  settled  through
      friendly   negotiations   between   the   parties   shall  be  decided  in
      INTERNATIONAL  ARBITRATION  ASSOCIATION CHAMBERS,  NEW YORK by one or more
      arbitrators appointed in accordance with the said rules.

      In the event of any  controversy or dispute arising out of this Agreement,
      or any resulting  transaction,  the parties shall first attempt to achieve
      an adequate  settlement  among  themselves.  If such an attempt fails, the
      dispute or controversy arising out of or relating to this Agreement or its
      interpretation  shall be settled exclusively and finally by arbitration in
      INTERNATIONAL  ARBITRATION  ASSOCIATION CHAMBERS,  NEW YORK by one or more
      arbitrators appointed in accordance with the said rules.

      Any award rendered in any such  arbitration  proceeding shall be final and
      binding  on  each  of the  parties,  their  respective  heirs,  executors,
      administrators,   legal  representatives,   successors  and  assigns,  and
      judgment may be entered thereon in a Court of competent jurisdiction.

      The  arbitrator  shall award one hundred  percent (100%) of all attorney's
      fees and costs  incurred by the prevailing  party in any such  arbitration
      proceeding.  All attorney's  fees and costs shall be included in any award
      rendered in such arbitration proceeding by the arbitrator.

      A dispute is any unresolved  disagreement  between the parties relating to
      this  Agreement.  It includes any claim or  controversy  of any kind which
      arises  out of,  or is in any way  related  to,  this  Agreement.  It also
      includes  statutory,  common  law and  equitable  claims.  A dispute  also
      includes any disagreement  about the meaning of this Agreement and whether
      a disagreement is a "dispute"  subject to binding  arbitration as provided
      for in this Agreement.

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19.   AUTHORITY TO EXECUTE THIS CONTRACT:
      The parties to this contract  declare that they have the full authority to
      execute this document and  accordingly  to be fully bound by the terms and
      conditions.

20.   EXECUTION OF THIS CONTRACT:
      Each of the  parties to this  contract  represents  that it has full legal
      authority to execute  this  contract and that each party is to be bound by
      the  terms  and  conditions  contained  in  the  contract.  This  contract
      represents the entire agreement between the parties and any change will be
      made in writing, executed by both parties.

21.   GOVERNING LAW:
      This contract  shall be governed and  interpreted  in accordance  with the
      UNITED NATIONS  CONVENTION for the sale of goods (U.N  Convention).In  the
      event of  inconsistency  between this  contract and the  provisions of the
      U.N.  Convention,  this  contract  shall have  priority for the purpose of
      Article 39 pf the U.N. Convention.  A reasonable period shall deemed to be
      5 days.  This contract  shall further be construed in accordance  with the
      courts  of  the  European  union,  which  shall  apply  to ICC  rules  and
      regulations.

22.   LANGUAGE USED:
      The English Language will be used.  Grammatical mistakes,  typing errors (
      if any) shall not be regarded as contradictions.

23.   ASSIGNMENT:
      1.    Any of the  sides is  allowed  to assign  the  contract  or  payment
            instrument in order to secure the performance of its obligations.
      2.    Any  assignee or legal  successor  to either  party shall assume all
            obligations  and benefits of the contract
      3.    Assignment  is permitted  under mandate  issued & agreed  jointly by
            both the Seller & Buyer.

24.   NON-CIRCUMVENTION AND NON-DISCLOSURE:
      i.    The parties agree to abide by the customary  international  rules of
            non-circumvention  and non-disclosure for a period of ten (10) years
            from the date of this Agreement.  Neither the parties nor any entity
            with which they are affiliated or entitled to receive  compensation,
            will, in any manner,  without the express written  permission of the
            other party who made available the source(s), disclose the source(s)
            to anyone. Further, the parties agree not to circumvent, by-pass, or
            obviate  the other  party or  parties  in any  dealing,  present  or
            future,  with any persons or entities  introduced by a party to this
            Agreement.  In the  event  any  profit  is  generated  from any such
            prescribed  contact,  the  offending  party  hereby  agrees that the
            aggrieved  parties are entitled to the full profit  participation as
            set forth by the terms of this Agreement.
      ii.   The parties  agree to maintain  complete  confidentiality  regarding
            each other's  affiliates,  clients,  business sources,  contacts and
            sources,  and will not disclose to third  persons,  the identity or,
            contacts,  contracts  or  agreement,  except as may be  required  by
            applicable statute, regulation or process of law.
      iii.  The parties hereto  covenant,  one with the other,  that the text of
            this  Agreement  will be  maintained  as  confidential  between  the
            parties  hereto  and agree  that the text will not be  exhibited  or
            demonstrated to any third-party, save and except to their respective
            Corporate Officers, and to those who, of necessity, must be aware of
            the  terms  and   conditions   hereof  in  order  to  cause  orderly
            preparation and performance of the functions  representative  of the
            parties roles as defined in these presents.

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      iv.   It is further  expressly  agreed and understood by the parties,  and
            their  respective  representatives,  that they shall, to the best of
            their ability, ensure and be responsible for, strict confidentiality
            on the part of their employees,  relatives,  assigns, associates and
            attorneys with respect to this Agreement.
      v.    The parties agree that failure to maintain  confidentiality  will be
            construed as a material breach of this  Agreement.  Any violation of
            the   Non-Disclosure  and   Non-Circumvention   provisions  of  this
            Agreement  shall survive the  termination of this  Agreement  and/or
            Contracts arising from this Agreement for a period of ten (10) years
            from the said termination  date, and the same will be deemed to be a
            breach of this Agreement by such defaulting  party and will make the
            Party in  violation  liable to  punitive  and  compensatory  damages
            actions in any court of competent jurisdiction.


25.   CONTRACT TERM
      18 Months and Fifteen  (15) days.  Includes the first thirty to forty five
      days where the shipment is being prepared.  This contract is extendable by
      another 6 months subject to reviewing the price.

26.   BINDING UPON SUCCESSORS
      This Agreement shall inure to the benefit and be binding upon the parties,
      their respective heirs, executors,  administrators, legal representatives,
      successors  and assigns,  shall extend to their  controlled  corporations,
      partnerships,  trusts,  proprietorships,  affiliates, agents, trustees, or
      executives until termination of this Agreement.


27.   ENTIRE AGREEMENT
      Except as otherwise provided herein, this Agreement  constitute the entire
      Agreement   between   the   parties,    and   all   prior    negotiations,
      representations,  or  Agreements  between  the  parties,  whether  oral or
      written,  are  merged  into this  Agreement.  This  Agreement  may only be
      amended,  supplemented, or changed and any provision hereof can be waived,
      only by a written  instrument making specific  reference to this Agreement
      signed by all parties hereto.

28.   LEGAL OPINION
      The  parties  hereto  acknowledge  that  each  has had  adequate  time and
      opportunity to consult with a counsel of their own choosing,  prior to the
      execution  of these  presents,  and  having  had  such  advice  as  deemed
      necessary,  or lack thereof by voluntary election,  each has executed this
      Agreement freely, and under no compulsion or coercion.

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29.   COUNTERPARTS
      This  Agreement may be executed in one or more  counterparts  by hard copy
      signatures  and/or  signature  on facsimile  copies or by E-Mail,  each of
      which shall be deemed an original,  and said  counterparts  shall together
      constitute  but one and the same  Agreement,  binding  upon  the  parties,
      notwithstanding  that the parties are not signatory to the original or the
      same counterparts.  Legible,  machine-receipted facsimile copies of signed
      documents / documents  exchanged  by E-Mail shall be valid and accepted as
      original in the absence of demonstrated  forgery. All documents concerning
      this  Contract,  transferred  electronically,  if only  their  receipt  is
      confirmed by the receiving Party,  shall be considered as having the equal
      legal force with the originals of these documents.


30.   TERMS AND DEFINITIONS
      ALTERNATE   CORPORATE  BANK  ACCOUNTS  -  Due  to  the  different  banking
      regulations  and  practices  around the  world,  banking  instruments  are
      accepted  by some  banks in some  countries  and not  accepted  in others.
      Depending on the financial  instrument  finally issued by the buyer to the
      seller,  it may be necessary  for the seller to use a bank other than that
      initially designated by the seller to facilitate the transaction.

      CIF - COST,  INSURANCE  AND FREIGHT - The delivery of goods and  insurance
      coverage to the named port of discharge at the sellers  expense.  Buyer is
      responsible  for the import  customs  and  clearance  and other  costs and
      risks.

      CONFIRMED  LETTER OF CREDIT - Letter Of Credit  where a  confirming  bank,
      usually located in the exporters country, has guaranteed payment under the
      letter of credit  assuming that all terms and  conditions of the letter of
      credit have been met. With a confirmed  letter of credit,  payment risk is
      assumed  by the  confirmed  bank  as  well as the  issuing  bank,  thereby
      providing more protection for the exporter.

      CONFIRMING  BANK - The bank at which,  at the request of the issuing bank,
      adds  it's  confirmation  to the  letter  of  credit.  In  d0ing  so,  the
      confirming   bank   undertakes  to  make  payment  to  the  exporter  upon
      presentation  of documents  under the letter of credit  assuming all terms
      and conditions of the letter of credit have been met.

      ICC (INTERNATIONAL CHAMBER OF COMMERCE)

      INCOTERMS  2000 - INCOTERMS are standard trade  definitions  most commonly
      used in sales contracts.

      NON-USA  SANCTIONED  PORT - Ports  and  countries  that the  United  Sates
      Government has not placed trade  restrictions  against for US Citizens and
      companies.  A list of the  countries  the US  Government  has placed trade
      restrictions     on    is    found    at    the     following     website:
      http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html.
      -------------------------------------------------------------

      "WEATHER WORKING DAY (WWD) OR "WEATHER WORKING DAY OF 24HOURS" OR "WEATHER
      WORKING  DAY OF 24  CONSECUTIVE  HOURS" - Shall  mean a working  day of 24
      consecutive hours except for anytime when the weather prevents the loading
      or  discharging  of the vessel or would have prevented it had work been in
      progress.

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SHENGKUI/KIWA
--------------------------------------------------------------------------------

31.   CONCLUSION
      WHEREAS: The Seller and the Buyer both irrevocably agree and confirm under
      penalty  of  perjury  to  strictly   adhere  to  this   CONTRACT   NUMBER:
      SELLER/KIWA0085/06/2006/UREA entered into on JULY XX, 2006 under the terms
      and conditions outlined and it is thus enforceable now on forth.

33.   ADDENDA
      The buyer and seller agree that the following addenda are an integral part
      of this  contract.  It's  verbiage and contents in it's entirety are fully
      valid and therefore enforceable.  In it's final version the addenda agreed
      and included are as follows:

      Addendum A: Banking Information
      Addendum B: Conditions of Payment
      Addendum C: Procedure

FOR AND ON BEHALF OF THE SELLER                FOR AND ON BEHALF OF THE BUYER:

WEI LI                                         HELEN NIU


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SHENGKUI/KIWA
--------------------------------------------------------------------------------

                                   ADDENDUM A

BANKING AND OTHER RELAVENT  INFORMATION
BUYER'S BANK & SELLER'S BANK WILL  COMMUNICATE WITH EACH OTHER BY SWIFT (SOCIETY
WORLDWIDE FOR INTERBANK FINANCIAL TRANSACTIONS) ONLY.

SELLER'S DETAILS:
Name                       : China Hua Yang Roneo Corporation
Contact Person             : Helen Niu
Registered Address         :

ALL ADMIN AND FINANCIAL ENQUIRIES :
-----------------------------------
Tel No                     :86-10-65263759
Fax No                     :86-10-65271005

LC RECIPIENT BANKING DETAILS

SELLER'S BANK INFORMATION:

Name: BANK OF MONTREAL BEIJING BRANCH

Full Address: No. 1502, Tower E1, Oriental Plaza,
              1 East Changan Ave., Beijing, China,100738

Beneficiary Name: China Hua Yang RONEO Corporation

SWIFT No.: BOFMCNBJ

Officer: MS. LI QING

Confirming Prime Bank:  CALYON BANK - BEIJING

Country:   China

BUYER'S DETAILS:
Name                       : PRIORITY INTERNAUT SERVICE
Contact Person             : Dom M. Balisalisa
Registered Address         : 1115 W. Alhambra Road, Alhambra  CA  91801  USA


ALL ADMIN AND FINANCIAL ENQUIRIES :
-----------------------------------
Name                       : Mr. BG Gonzalez
Tel No/FAX No              : (63) 919-779-9152; (63) 2 842-4523

BUYER'S BANK AND PERFORMANCE BOND RECEPIENT DETAILS :

Bank Name                  : CALYON-MANILA
Bank Address               : 14/F, Pacific Star Bldg., Makati, Philippines
                             (63)2 817-1616  Fax: (63)2 817-7145

Account Name               : GAMMARUS, LTD.
Account Number             : xxxx
Swift Code                 : CRLYPHMMXX
Bank Officer               : MRS. LEN PELAYO-GONZALES

--------------------------------------------------------------------------------

<PAGE>

SHENGKUI/KIWA
--------------------------------------------------------------------------------

                                  ADDENDUM "B"

                              CONDITIONS OF PAYMENT

Pursuant    to   Clause   11   (Payment    Terms   )   of    CONTRACT    NUMBER:
SELLER/XXXXXX/06/2006/UREA  DATED JUN. 30, 2006 signed between  XXXXXXXXXXXX and
M/S XXXX  (referred  in this  contract  as buyer and  seller  respectively)  the
following has been irrevocably have agreed between the aforementioned parties:


The Documentary Letter of Credit shall have the following characteristics :

      Issuing Bank AA and above by S & P rating.
      Terms Auto-revolving, Irrevocable, Transferable, and confirmed.
      Value FOUR MILLION TWO HUNDRED FIFTY THOUSAND USD (US$4,250,000.00)



Issuing of the Letter of Credit,  and transfer of any information  between banks
involved shall be carried out by SWIFT/TELEX  only. All Bank instruments will be
issued by banks with AA and above certification from Standard & Poors.

                                  ADDENDUM "C"

PROCEDURE TO BE FOLLOWED FOR THIS TRANSACTION:

      1.    The Seller,  After Discussing And Finalizing All Amendments With The
            Buyer On Phone Or Via Fax Or  E-Mail,  Amends  Where  Necessary  The
            Contract,  And Signs,  Seals And Issues To The Buyer A Final Copy Of
            The  Contract For Its  Completion.  THE BUYER WILL SIGN AND SEAL AND
            RETURN THE FINAL CONTRACT DIRECT TO THE SELLER BY EMAIL / FAX.

      2.    THE EDT CONTRACT  VERSION IS FULLY  ENFORCEABLE  AND WILL BE USED TO
            EXPEDITE PROVISIONS OF THE CONTRACT WHEREVER  APPLICABLE.  Four hard
            copies of the contract will be couriered to the buyer, whereupon the
            buyer will sign,  notarize  and  courier two  originals  back to the
            seller and retain two original copies.

      3.    Within Five (5)  Banking  Days After The Final  Contract  Signature,
            Buyer's  Bank  will  issue a  Non-operative  Documentary  Letter  Of
            Credit;

      4.    Within  Five  (5)  Banking  Days,  Seller,   upon  approval  of  the
            Non-operative DLC, will issue Proof Of Product and Performance Bond.

<PAGE>

      5.    Buyer  representatives visit various port/s of loading as applicable
            at his cost.

      6.    Delivery And Shipment Shall  Commence  After The  Fulfillment Of The
            Procedure,  Stated  Above,  As Per The Terms And  Conditions Of This
            Contract.

In witness thereof,  the undersigned  authorized  representatives of the Parties
duly  execute  and  make  effective  this  ADDENDUM  D to the  CONTRACT  NUMBER:
SELLER/XXXXXX/06/2006/UREA DATED JUN, 2006, with the intent to be legally bound,
on the day first above written.

ON BEHALF OF THE SELLER:                       ON BEHALF OF THE BUYER:
CHINA HUA YANG RONEO CORPORATION               PRIORITY INTERNAUT SERVICE