For
      reference only. In case there is any discrepancy in the contents between the
      

    English
      and the Chinese versions, the Chinese version shall
      prevail.


    


     

    


    Growing
      State Ltd.

     

    


    and

     

    


    Shanghai
      Qingpu Industrial Park District Development (Group) Company
      Limited

     

    


    Investment
      Agreement

    


    


    21
      March 2006


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    For
      reference only. In case there is any discrepancy in the contents between the
      

    English
      and the Chinese versions, the Chinese version shall
      prevail.

     

     

    Investment
      Agreement

    


    The
      parties to this Agreement are:

    
      	
              Party
                A

            	
              :

            	
              Shanghai
                Qingpu Industrial Park District Development (Group) Company
                Limited

            
	 	
              Name
                of the legal representative

            	
              :

            	
              Yu
                Hai Ping (于海平)

            
	 	
              Business
                license no.

            	
              :

            	
              29000001199903260055

            
	 	
              Address

            	
              :

            	
              No.
                5500, Wai Qing Chong Highway, Qingpu, Shanghai

            
	 	 	 
	
              Party
                B

            	
              :

            	
              Growing
                State Limited

            
	 	
              Name
                of legal representative

            	
              :

            	
              Yi
                Yong Fa (易永发)

            
	 	
              Business
                license no. (Business registration no.).

            	
              :

            	
              688308

            
	 	
              Address

            	
              :

            	
              21/F,
                Centre Point, 181 Gloucester Road, Wanchai, Hong
                Kong

            


    

    


    In
      order
      to facilitate the development of the enterprise and the boost the local economy,
      the parties agree to enter into this agreement in accordance with the
      application laws and regulations so both parties will benefit from this
      arrangement.

    


    Article
      1 - Investment Background

    The
      parent company of this project is Growing State Limited. The parent company
      was
      established and funded by several companies such as the U.S. Chinamerica Fund.
      

    


    This
      Agreement was entered into based on the above background information, unless
      otherwise agreed by Party A in writing. Party B shall provide proof of corporate
      structure of Chinamerica Fund and Growing State Limited and documents evidencing
      the relationships between the two entities to Party A within one month from
      the
      date of signing of this Agreement.

    


    Article
      2 - Investment

     

    	(i)  	
            investment
              project: Manufacturing of products which contain probiotics in powder
              form.

          


    


    	(ii)  	
            Party
              B shall establish a wholly foreign owned enterprise for this investment,
              the first installment of registered capital of the new wholly foreign
              owned enterprise shall be US$18,000,000 and the total investment shall
              be
              US$29,800,000. The place of registration of the new enterprise shall
              be in
              the Shanghai Qingpu Industrial Park District. Party B shall commence
              the
              application process for establishment of the new wholly foreign owned
              enterprise within one month from the date of signing of this agreement.
              

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.



    	(iii)  	
            user
              of land

          


    	(1)  	
            this
              investment project involves a grant of lease of a piece of land with
              a
              usable area of 53,437 square meters (approximately 80.1 hectares) and
              an
              area of 19,700 square meters (approximately 29.6 hectares) for river
              line
              planning and green urban road planning purposes. The total area of
              the
              land is 73,157 square meters (approximately 109.7 hectares). (the actual
              area as shown in the plans certified by the Building and Lands Bureau
              shall prevail)

          


    


    	(2)  	
            the
              coordinates of the land are: to the north of Sin Qu Road and to the
              west
              of Xi Men Zi, please refer to Appendix
              1
              for the boundaries of the land.

          


    


    	(3)  	
            the
              land shall be use for industrial purposes and Party B shall use the
              piece
              of land for the said permitted purpose only. If there is a genuine
              need
              for Party B to amend the user of land during the term of this agreement,
              Party B shall, subject to a consent from Party A, go through the necessary
              procedures to change the user of land. 

          


    


    	(4)  	
            construction
              and building management - the proposed volume of construction shall
              be
              ≥0.8,
              ≤1.5;
              the building density shall be ≥35%,
              ≤51%;
              and the green rates shall be ≥20%.
              (the actual figures to be confirmed by the Planning Administration
              Bureau)

          


    


    	(5)  	
            fees
              and payment

          


    	(a)  	
            the
              land transfer fee shall be US$35 per square meter, totaling US$1,870,995
              (United States Dollars one million eight hundred seventy thousand nine
              hundred and ninety-five). (the actual amount to be determined based
              on the
              area of the land certified by the Building and Lands Bureau) Party
              B shall
              pay the land transfer fee to Party A immediately before the issue of
              the
              approval documents for the land by the Qingpu People’s
              Government.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    	(b)  	
            land
              acquisition compensation fee shall be US$35 per square meter, totaling
              US$689,500 (United States Dollars six hundred eighty-nine thousand
              and
              five hundred). (the actual amount to be determined based on the area
              of
              the land certified by the Building and Lands Bureau). Party B shall
              pay
              one-third of the land acquisition compensation fee, totaling US$229,833
              (United States Dollars two hundred twenty nine thousand eight hundred
              and
              thirty-three) to Party A immediately before the issue of the approval
              documents for the land by the Qingpu People’s
              Government.

          


    


    The
      total
      land leasing fees above is US$2,100,828 (United States Dollars two million
      one
      hundred thousand eight hundred and twenty-eight). (the actual amount to be
      determined based on the area of the land certified by the Building and Lands
      Bureau). Party B shall pay an amount equal to 10% of the land leasing fees,
      that
      is, US$210,083 (United States Dollars two hundred ten thousand and eighty-three)
      to Party A within 15 days from the date of signing of this Agreement, i.e.
      April
      5, 2006 as deposit (the deposit may be paid in Renminbi). Upon payment in full
      of the land transfer fee and the land acquisition compensation fee by Party
      B or
      by the new enterprise established by Party B for this investment project, Party
      A shall refund the said deposit to Party B in full.

    


    Party
      A
      shall procure the Building and Land Administration Bureau to sign the State
      Owned Land Transfer Agreement within 30 days from the date Party B obtains
      the
      land approvals and the date of receipt of the said land fees. In addition,
      Party
      A also agree to assist Party B to complete the application process for the
      Land
      Title Certificate within 3 months from the date of signing of the State Owned
      Land Transfer Agreement provided that Party B shall furnish all necessary
      information to Party A.

    


    Article
      3 - Progress of the investment project

     

    Party
      B
      irrevocably represents and warrants to Party A that:

     

    	(i)  	
            Investment
              proposal of this project as set out in Appendix
              2
              to
              this Agreement - Party B represents and warrants that Party B shall
              seek
              Party A’s consent before Party B or the enterprise established by Party B
              makes any amendments or alterations to the investment
              proposal.

          


    


    	(ii)  	
            The
              investment proposal shall be implemented according to plan, the target
              dates of each stages of the proposal are as
              follows:

          


    	•  	
            The
              date of commencement of the construction works shall not be later than
              Jan
              25, 2007;

          


    	•  	
            The
              date of completion of the construction works shall not be later than
              Nov
              25, 2007; and 

          


    	•  	
            The
              date of commencement of production shall not be later than Jan 25,
              2008.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    	(iii)  	
            Benchmarks
              for measuring the progress of the investment
              proposal

          


    


    	(1)  	
            date
              of commencement of the construction works: when the percentage of
              completion of the construction works reached 10% (the status of
              construction works must be certified by the main contractor for the
              construction works, the governing and management unit and the
              subcontractors for the construction works by signing and affixing the
              official seal in a certificate).

          


    


    	(2)  	
            date
              of completion of the construction works: the date when the premises
              has
              passed the inspection in accordance with the Central Construction and
              Engineering Standard. (based on the date of the “Shanghai City
              Construction and Engineering Quality Inspection Certificate issued
              by the
              inspection authority).

          


    


    	(3)  	
            date
              of commencement production: the first batch of products are formally
              launched in the market for sale (based on the date of issue of the
              value
              added tax invoices for the first batch of
              products)

          


    


    	(iv)  	
            for
              the purpose of determining the exact benchmark date of each stage of
              the
              investment proposal, both Party A and Party B shall cooperate with
              each
              other and fulfill its obligations. Party B shall cause Party B’s investor
              to affix the official seal to the original certificate received pursuant
              to sub-clause (iii)(2) of this Article 3 and shall deliver the said
              certificate to Party A within 3 business days from the date of receipt
              of
              the said original certificate. Party A shall return the said certificate
              to Party B when Party A completed the verification process. If Party
              B
              fails to deliver the said to Party A as agreed, this would constitute
              a
              breach of this term by Party B.

          


    


    Article
      4 - Construction of structural facilities and construction of municipal
      facilities

     

    	(i)  	
            Party
              A should provide a flat piece of land [to Party B], if there exists
              on the
              land fish ponds and/or river lines which clearly falls below the standard
              height of the piece of land then Party A shall be responsible for the
              costs for filling the fish pond and/or river lines to the extent that
              the
              fish ponds and/or river lines will be filled up to “Wu Song Standard
              Height” of 3.1 meter. Party A is responsible for the filling up works. The
              contractor to be engaged for carrying out the filling up works should
              be
              approved by both Party A and Party B and the parties hereto shall also
              appoint a surveyor who is an independent third party to verify the
              relevant data and information. The amount of compensation payments
              payable
              by Party A to Party B for filling up works shall be limited to $25
              per
              square meter.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    	(ii)  	
            Party
              A shall be responsible to connect the following municipal facilities
              to
              the red line marked by Party B. The costs associated with this connection
              and the fees for the increase in capacity shall be paid for by Party
              B to
              be calculated based on the prescribed rates set out in Appendix
              3
              hereto.

          


    


    	(1)  	
            Party
              A shall be responsible to install or extend the water pipelines to
              the
              land occupied by Party B to the common network near the red line marked
              by
              Party B within 90 working days from the effective date of this Agreement
              and upon receipt of the formal application from party B. Party A shall
              be
              responsible to design, confirm and implement the details the installation
              of the water pipelines. Costs for the installation and connection of
              the
              water pipelines beyond the red line marked by Party B shall be borne
              by
              Party B absolutely.

          


    


    	(2)  	
            Party
              A shall be responsible to install or extend the storm water pipelines
              to
              the land occupied by Party B to the common network near the red line
              marked by Party B within 90 working days from the effective date of
              this
              Agreement and upon receipt of the formal application from party B.
              Party A
              shall be responsible to design, confirm and implement the details the
              installation of the storm water pipelines. Costs for the installation
              and
              connection of the storm water pipelines beyond the red line marked
              by
              Party B shall be borne by Party B
              absolutely.

          


    


    	(3)  	
            Party
              A shall be responsible to install or extend the sewage pipelines to
              the
              land occupied by Party B to the common network near the red line marked
              by
              Party B within 90 working days from the effective date of this Agreement
              and upon receipt of the formal application from party B. Party A shall
              be
              responsible to design, confirm and implement the details the installation
              of the sewage pipelines. Costs for the installation and connection
              of the
              sewage pipelines beyond the red line marked by Party B shall be borne
              by
              Party B absolutely.

          


    


    	(4)  	
            Party
              A shall be responsible to install or extend the electricity cables
              for use
              in the production process to the land occupied by Party B to the common
              network near the red line marked by Party B within 180 working days
              from
              the effective date of this Agreement and upon receipt of the formal
              application from party B. Party A shall be responsible to design, confirm
              and implement the details the installation of the electricity cables.
              Costs for the installation and connection of the electricity cables
              beyond
              the red line marked by Party B shall be borne by Party B absolutely.
              In
              addition, Party B uses more than 1000KVA of electricity and new
              electricity cables are required to be installed, Party B shall pay
              50% of
              the costs of such external electricity
              cables.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    	(5)  	
            Party
              A shall be responsible to install telecommunication and network cables
              to
              the land occupied by Party B to the common network near the red line
              marked by Party B within 90 working days from the effective date of
              this
              Agreement and upon receipt of the formal application from party B.
              Party A
              shall be responsible to design, confirm and implement the details the
              installation of the telecommunication and network cables. Costs for
              the
              installation and connection of the telecommunication and network cables
              beyond the red line marked by Party B shall be borne by Party B
              absolutely. 

          


    


    	(6)  	
            Party
              A shall be responsible to install or extend the heat pipelines for
              use in
              the production process to the land occupied by Party B to the common
              network near the red line marked by Party B within 180 working days
              from
              the effective date of this Agreement and upon receipt of the formal
              application from party B. Party A shall be responsible to design, confirm
              and implement the details the installation of the heat pipelines. Costs
              for the installation and connection of the heat pipelines beyond the
              red
              line marked by Party B shall be borne by Party B absolutely.
              

          


    


    Article
      5 - Relevant laws and regulations

     

    	(i)  	
            the
              enterprise should adhere to the National Laws and Regulations for policies
              regarding tax collection.

          


    


    	(ii)  	
            the
              enterprise should pay the relevant fees and to fulfill its obligations
              pursuant to the National Laws and
              Regulations.

          


    


    	(iii)  	
            if
              there are any subsequent changes to the applicable laws and regulations
              in
              the future which affects the terms and conditions of this Agreement,
              such
              terms and conditions shall be amended accordingly to ensure compliance
              with the changes in applicable laws and
              regulations.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    	(iv)  	
            Party
              A agrees to grant a special incentive plan to Party B, the details
              of
              which are set out in
              Appendix 4
              hereto.

          


    


    Article
      6 - Human resources

     

    In
      accordance with the applicable laws and regulations of the Country, the Shanghai
      city and the Qingpu district.

    


    Article
      7 - Force Majeure

     

    	(i)  	
            A
              party shall not be deemed to be in breach of this Agreement, or otherwise
              be liable to the other party, for any delay in performance or the
              non-performance of any of its obligations under this Agreement (including
              payment obligations), to the extent that the delay or non-performance
              is
              due to any event of force majeure of which it has notified the other
              party, and the time for performance of that obligation shall be extended
              accordingly (if applicable).

          


    


    	(ii)  	
            An
              event of force majeure referred to in this Agreement means any event,
              foreseeable or unforeseeable, the consequences of which are reasonably
              unavoidable or beyond the reasonable control of a party, and which
              prevents total or partial performance of a non-payment obligation under
              this Agreement by such party including, but not limited to, earthquake,
              hurricane, fire, war, but shall not include any financial hardship
              suffered by a party to this Agreement.

          


    


    	(iii)  	
            The
              party who is affected by an event of force majeure shall notify the
              other
              party within 7 days from the date of occurrence of the event of force
              majeure.

          


    


    Article
      8 - Others

     

    	(i)  	
            Upon
              the request of Party B, Party A shall act as Party B’s authorised agent to
              handle the application process for all the necessary permits and approvals
              that are required to implement this investment project. Party B shall
              enter into an agency agreement and shall pay for all costs and expenses
              incurred for such applications.

          


    


    	(ii)  	
            any
              unauthorized use of public roads, river and land are prohibited, if
              any
              authorities demands a right of way to pass through the land occupied
              by
              Party B, Party B shall unconditionally grant such right of
              way.

          


    


    	(iii)  	
            The
              land leasing fees set out in this Agreement includes land transfer
              fees,
              land acquisition resettlement fee payable by the Buildings and Lands
              Bureau and a portion of the costs for the facilities payable to Party
              A.
              Party B hereby appoints Party A as its agent to handle the payment
              procedures for the land leasing fees and that Party B hereby represents
              and warrants that it will fulfill its contractual obligations to make
              payments. Failure for Party B to make any payments in accordance with
              this
              Agreement shall constitute a breach of this
              Agreement.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

    

     

    Article
      9 - Breach of contract

     

    	(i)  	
            If
              Party A breaches Article 4(ii) of this Agreement, Party B may demand
              Party
              A to fulfill its obligations and Party A shall be liable to Party B
              for
              penalty payments for delay in fulfilling its obligations. The penalty
              payments for each day of delay shall be determined based on
              3/10,000th
              of
              the total amount of land leasing fees paid by Party
              B.

          


    


    	(ii)  	
            If
              Party A breaches Article 2[(iii)(5)] of this Agreement regarding its
              obligations to procure Party B to enter into the State Owned Land Transfer
              Agreement with the Building and Land Administration Bureau and to assist
              Party B to complete the application process for the Land Title
              Certificate, if the foregoing is not completed when due, Party A shall
              be
              liable to Party B for penalty payments. The amount of penalty payments
              for
              each day shall be determined based on 3/10,000th of the land leasing
              fees
              already paid by Party B. If Party A’s aforesaid obligations are not
              completed within three (3) months after the due date, Party B has the
              right to terminate this Agreement. Party A shall return an amount equals
              to two times the deposit paid by Party B, except if such said delay
              is
              caused by Party B’s inaction or other reasons of Party
              B.

          


    


    	(iii)  	
            If
              Party B breaches Article 1 of this Agreement or if it breaches Article
              2(iii)(5) of this Agreement and failed to pay the deposit to Party
              A,
              Party A shall have the right to terminate this
              Agreement.

          


    


    	(iv)  	
            If
              Party B breaches Article 2(iii)(4) of this Agreement, or if Party B
              fails
              to comply with the requisite volume of constructions, building density
              and
              green rates, Party A shall have the right to reduce the area of the
              land,
              if the variances are material, Party A shall have the right to terminate
              this Agreement.

          


    


    	(v)  	
            If
              Party B breaches Article 2(iii)(5) of this Agreement and failures to
              pay
              the balance of land leasing fees to Party A on or before the specified
              date, Party A shall have a right to demand Party B to make such payments,
              and Party B shall be liable to Party A for late payment penalties.
              The
              amount of late payment penalty for each day of delay shall be determined
              based on 3/10,000th
              of
              the unpaid balance of the land leasing fees. If Party B fails to make
              payments within 30 days, Party A shall have a right to terminate this
              agreement and forfeit the deposit.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.



    	(vi)  	
            If
              Party B breaches Article 3(i)(2) of this Agreement, Party A shall have
              the
              right to demand Party B to fulfill its obligations, and Party B shall
              be
              liable to Party A for penalty payments. The amount of penalty payments
              for
              each day shall be determined based on 3/10,000th
              of
              the land leasing fees and such penalty payments are in addition to
              all
              other penalty payments which Party B is already liable
              for.

          


    


    If
      the
      benchmark date of each stage of the investment project was delayed for a period
      of 120 days, Party A shall have a right to terminate this Agreement. Party
      B
      shall, in addition to paying the penalty payments, agree to vacate Shanghai
      Qingpu Industrial Park unconditionally and to abandon the investment project.
      All assets which relate to this investment project shall be at the disposal
      of
      Party A. The parties hereto shall enter into a separate agreement regarding
      the
      share of proceeds from realization of such assets.

    


    If
      the
      delay in construction works is caused by Party A or the approval process of
      the
      government authorities, then such benchmark dates will be postponed
      accordingly.

    


    	(vii)  	
            If
              this Agreement was terminated as a result of breach of any obligations
              by
              Party B, Party A shall not be liable for any losses or damages suffered
              by
              Party B (whether directly or indirectly).


          


    


    Article
      10
      - The
      parties may enter into supplemental agreements for matters that are not referred
      to in this Agreement.

    


    Article
      11
      -
      Appendix 1 - Boundaries of the land; Appendix 2 - Investment proposal prepared
      by Party B; Appendix 3 - Schedule for fees in relation to connection of
      municipal facilities; and Appendix 4 - Terms of the special incentive plan
      form
      part
      of this Agreement and shall have the same force and effect as if expressly
      set
      out in the body of this Agreement.

    


    This
      Agreement, its Appendices and supplemental agreements shall be governed and
      construed in accordance with the laws of the People’s Republic of
      China.

    


    This
      Agreement, its Appendices and supplemental agreements shall be executed in
      Chinese and any translations are provided for reference only. The Chinese
      version shall prevail in the event of any inconsistencies.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    Article
      12
      - Party
      A and Party B shall resolve any disputes in relation to this Agreement by
      negotiations. If the parties failed to settle the dispute through negotiations,
      either party may initiate legal proceedings in the People’s Court.

    


    Article
      13
      - This
      Agreement shall become effective when both parties have signed and affixed
      their
      respective official seal.

    


    Article
      14
      - This
      Agreement including its Appendices have 11 pages and 4 copies of this Agreement
      shall be executed. Each party shall keep 2 execution copy of this Agreement
      and
      all of the execution copy shall be the same legal effect.

    


    Article
      15
      - This
      Agreement was executed on March 21, 2006 in Qingpu Industrial
      District.

    


    


    [Remainder
      of this page is left blank]

    


     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

    

    
 

    Party
      A:
      Shanghai Qingpu Industrial Park District Development (Group) Company
      Limited

    Legal
      Representative: (S.d.)

    or
      authorised representative (chop):

    Signing
      date: 21 March 2006

    


    


    


    Party
      B:
      Growing
      State Limited

    Legal
      Representative:  (S.d.)

    Or
      authorised representative (chop):

    Signing
      date: 21 March 2006

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

    

    


    Appendix
      1 - the boundaries of the land

    


    Attached
      plan showing the location and boundaries of the land.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    Appendix
      2 - Investment proposal prepared by Party B


    Attached
      plan illustrating the buildings proposed to be constructed on the land, their
      respective proposed use and area.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

    

    
 

    Appendix
      3 - Schedule
      for fees in relation to connection of municipal facilities

    


    
      	
              1.

            	
              Water
                supplies

            	
              Fee
                for increase in capacity

            	
              :

            	
              Free

            
	 	 	
              Usage
                fees

            	
              :

            	
              Use
                in production: RMB1.5 per ton

            
	 	 	 	 	
              Water
                resources fees: RMB0.03 per ton

            
	 	 	 	 	
              Sewage
                facility fees: RMB0.45 per ton

            
	
              2.

            	
              Natural
                gas

            	
              Fee
                for increase in capacity

            	
              :

            	
              Free

            
	 	 	
              Usage
                fees

            	
              :

            	
              In
                accordance with the standard fee schedule adopted by the Shanghai
                Fuel and
                Gas Company Limited

            
	
              3.

            	
              Sewage

            	
              Fee
                for increase in capacity

            	
              :

            	
              Free

            
	 	 	
              Usage
                fees

            	
              :

            	
              RMB0.90
                per ton

            
	
              4.

            	
              Electricity

            	
              Fee
                for increase in capacity

            	
              :

            	
              Free
                

              (if
                the enterprise uses over 1,000KVA of electricity, and that the Electricity
                Supply Bureau needs to install 10KV external electricity cable for
                that
                enterprise, then the costs of those new 10KV external cables will
                be borne
                by the Industrial Park and the enterprise in question in equal shares
                and
                other fees and expenses shall be borne by the user
                absolutely)

            
	 	 	
              Usage
                fees

            	
              :

            	
              In
                accordance with the standard fee schedule adopted by the Huadong
                Electricity Authority

            
	
              5.
                

            	
              Telecommunication

            	
              Fee
                for increase in capacity

            	
              :

            	
              Free

              (according
                to the rules governing telecommunications, additional connection
                fees will
                be payable by the enterprise, the exact amount of the fees shall
                be
                calculated by the relevant authorities)

            
	 	 	
              Usage
                fees

            	
              :

            	
              Based
                on actual usage

            
	
              6.

            	
              Steam

            	
              Fee
                for increase in capacity

            	
              :

            	
              If
                the rate of usage is below 2 tonnes per hour: RMB28 per
                ton

            
	 	 	 	 	
              If
                the rate of usage is 2-6 tonnes per hour: RMB25 per ton

            
	 	 	 	 	
              If
                the rate of usage exceeds 6 tonnes per hour: RMB22 per
                ton

            
	 	 	
              Usage
                fees

            	
              :

            	
              RMB166.67
                per tonne 

              (plus
                a sewage cost of 6% of the usage fees)

            
	 	 	
              Network
                fees

            	
              :

            	
              Free

            


    

    


    Note:
      If
      there are any adjustments to the standard fee schedules, the above fees will
      be
      adjusted accordingly.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      For
        reference only. In case there is any discrepancy in the contents between
        the


      English
        and the Chinese versions, the Chinese version shall
        prevail.

       

    

    Appendix
      4 - Terms
      of the special incentive plan

    


    Qingpu
      Industrial district agrees to grant a tax incentive plan in respective of
      enterprise income tax and the portion of value added tax which is collectible
      by
      the Industrial Park authority (less the portion of export tax payable by the
      local government) to the new company invested and established by Party B for
      a
      period of 5 years from the date of which the new company obtained a business
      license in the Qingpu District. The ratios of the incentive plan are set out
      below:

    


    	(a)  	
            If
              the enterprise income tax, value added tax payable by the enterprise
              (less
              the portion of export tax payable by the local government) in any
              particular year is less than RMB3,000,000, there shall be no incentive
              payment.

          


    


    	(b)  	
            if
              the enterprise income tax, value added tax payable by the enterprise
              (less
              the portion of export tax payable by the local government) in any
              particular year exceeds RMB3,000,000 (including the RMB3,000,000) and
              less
              than RMB5,000,000, the incentive ratio shall be 20% of the actual payable
              amount.

          


    


    	(c)  	
            if
              the enterprise income tax, value added tax and business tax payable
              by the
              enterprise (less the portion of export tax payable by the local
              government) in any particular year exceeds RMB5,000,000 (including
              the
              RMB5,000,000) and less than RMB10,000,00, the incentive ratio shall
              be
              30%.

          


    


    	(d)  	
            if
              the enterprise income tax, value added tax and business tax payable
              by the
              enterprise (less the portion of export tax payable by the local
              government) in any particular year exceeds RMB10,000,000 (including
              the
              RMB10,000,000), for the first RMB5,000,000, the incentive payment ratio
              shall be determined in accordance with the first section above, for
              the
              amount of RMB5,000,000 to RM10,000,000, the incentive payment ratio
              shall
              be determined in accordance with the second section above, and for
              any
              amount exceeding RMB10,000,000, the incentive ratio shall be
              40%.