AGREEMENT TO TRANSFER CONSULTING
SERVICES AGREEMENT


 


THIS AGREEMENT TO TRANSFER
CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of June 30, 2011, by and among General Red Company,
Ltd., a company incorporated under the laws of the British Virgin Islands (“General Red BVI”), Xingguo
General Red Navel Orange Preservation Company, Ltd., a limited liability company organized under the laws of the People’s
Republic of China (“PRC”) (“Xingguo”) and the majority shareholder of Xingguo (“Shareholder”),
and Sheng Da Holdings Limited, a company incorporated under the laws of British Virgin Islands (“Sheng Da BVI”,
and with General Red BVI, Xingguo and Shareholder collectively referred to as the “Parties”).


 


WHEREAS, General Red
BVI, Xingguo and Shareholder are parties to that certain Consulting Services Agreement date November 17, 2008 (“Consulting
Agreement”), pursuant to which General Red BVI provides to Xingguo, on an exclusive basis, consulting services pertaining
to general business operation, human resources, and research and development;


 


WHEREAS,
Section 11 of the Consulting Agreement provides that General Red BVI may assign its rights and obligations under the Consulting
Agreement to an affiliate;


 


NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration,
the parties hereto agree as follows:


 


A.               
TRANSFER OF THE AGREEMENT.


 


(1)              
General Red BVI hereby transfers the Consulting Agreement and assigns all rights and obligations thereunder to Sheng Da
BVI, and Sheng Da BVI hereby accepts said assignment and transfer.


 


(2)              
Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any
provisions of the Consulting Agreement, or of any right, power, privilege or remedy provided therein, or constitute a waiver, amendment
or modification of any provision of the Consulting Agreement (except to the extent herein set forth), or any other document, instrument
and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or
as a result of performance hereunder or thereunder.


 


B.                
CONFLICTS. Except as expressly set forth in this Agreement, the terms and provisions of the Consulting Agreement
shall continue unmodified and in full force and effect. In the event of any conflict between this Agreement and the Consulting
Agreement, this Agreement shall control.


 






    	



    	 



    
  


C.                
COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but
all of which together shall constitute one instrument.


 


 


 


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SIGNATURE PAGE


 


IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be duly executed by their legal representatives and duly authorized representatives
on their behalf as of the date first set forth above.


 


General Red BVI:


 


General Red Company, Ltd.


 


By:/s/ Xingping Hou, For and on behalf of General Red
Company, Ltd.


Name: HOU, Xingping


Title: Director


 


 


Sheng Da BVI


 


By:/s/ Xingping Hou, For and on behalf of Sheng Da Holdings
Limited


Name: HOU, Xingping


Title: Director


 


 


Xingguo:


 


Xingguo General Red Navel Orange Preservation Company, Ltd.


 


By:/s/ Hou, Xingping                         


Name:HOU, Xingping


Title:Executive Director


 


 


Xingguo General Fruits Development Company, Ltd.


 


By:/s/ Hou, Xingping                    


Name:HOU, Xingping


Title:Executive Director


 



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