Financial
        Consulting Agreement

      


      
        	Party
                A:	
                Hei
                  Long Jiang Yanglin Soybean Group

              


        	 	Address:
                88 Baowei Road, Jixian County, Hei Long Jiang Province P. R.
                China


      

       

       

      
        	Party
                B:	
                Mass
                  Harmony Assert Management
                  Limited.

              


        	 	Address:
                Room 3605, 36 F, West Tower, Shun Tak Centre, 168-200 Con
                Naught
                Road Central, Hong Kong


      

       

      Article
        One General
        Conditions

      


      1.1 Party
        A
        is to introduce stock and liabilities (including bridge loan) of American
        institutional investors by reverse merger and private investment of public
        equity (PIPE) with assistance of Party B. Hereby, Party A authorizes Party
        B as
        the financial consultant in this process and the two parties reach the following
        agreement in accordance with “Contract Law of P.R.China”.

      


      Article
        Two Party
        B’s Service

      


      Party
        A
        hereby employs Party B to provide consulting service (hereafter as “service”) as
        follows in PIPE process in America (the “process”):

      


      2.1 Conduct
        preliminary due diligence to Party A; select and fix potential securities
        traders and institutional investors in American; research and assess the
        inventors’ conditions and propose candidates for cooperation to Party A.


      2.2 Work
        out
        comprehensive introduction on Party A’s company information to American
        securities traders and investors in American practice. 

      2.3 Reconstruct
        the legal framework of business companies of Party A to meet the requirements
        of
        listing.

      2.4
         Account
        Service: Improve financial management and account management ability to meet
        requirements of listing.

      2.5 
        Work out
        Business Plan for Party A.

       

      
        
          
          

        

        
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      2.6 Introduce
        public accounting firms recognized by American SEC to audit account of Party
        A
        as per GAAP.

      2.7Introduce
        Chinese and American lawyers to provide legal service for PIPE.

      2.8 Work
        out
        Party A‘s financial forecasting including Balance Sheet, Income Statement and
        Cash Flow Statement for the next 5 years.

      2.9 Arrange
        meetings between American securities traders and Party A and visits to Party
        A
        by them; assist Party A in signing contracts with American securities
        traders.

      2.10 Accompany
        Party A to go to America for road show at the request of Party A; assist
        Party A
        in negotiation with potential institutional securities traders; assist Party
        A
        in working for the most favorable financial terms and work for
        PIPE.

      2.12 Assisting
        Party A in signing an term sheet and other related agreements after potential
        

      investor
        matched with the company

      2.13
        Other works relating to the project, full range of guidance by Party B until
        the
        success of the project

      2.14
        After the successful initial PIPE and listing on OTCBB, Party B may assign
        one
        personnel of them as independent director in board of directors of listed
        company of Party A as requested by Party A. This independent director is
        to get
        payment from Party A and shall provide follow up support, assist in listing
        in
        AMEX or NASDAQ for secondary public (Assignment
        Term: 12 months from listing on OTCBB).

      


      Article
        Three
        Party A’s Obligations

      


      3.1 Party
        A
        shall provide information concerning business, finance, laws, etc., to Party
        B
        promptly and effectively; and be liable for the authenticity, legitimacy
        and
        effectiveness of the information. 

      3.2 Party
        A
        shall provide authentic and complete information needed by the captioned
        service
        to Party B promptly and sufficiently; and shall provide various necessary
        supports and documents on investor’s request in this process. 

      


      
        
          
          

        

        
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      Article
        Four
        Party B’s Obligations

       

      4.1 Party
        B
        shall apply for the capital from relevant American institutions upon receipt
        of
        the completed information provided by Party A as requested; and assist Party
        A
        in negotiation with securities traders and investors in positive and effective
        ways, for successful financing and listing in America. 

      4.2 Party
        B
        shall not engage in any activities that damage Party A‘s benefits in the name of
        consultant of Party A.

      4.3 Party
        B
        shall compensate Party A the whole disbursements already paid to Party B
        by
        Party A if audit fail to be finished smoothly due to reasons not related
        to
        Party A.

      4.4 Party
        B
        shall not cooperate with other companies that have similar business as Party
        A
        during the cooperation period with Party A.

      


      Article
        Five
        Payment

      


      5.1 The
        consulting fee for above-mentioned services is RMB 300,000 to be paid in
        two
        installments: the first installment of RMB 150,000 is to be paid to Party
        B by
        Party A within 5 working days upon signing of this agreement; the second
        installment of RMB 150,000 is to be paid to Party B by Party A within 5 working
        days upon successful closing of the financing as well as listing on
        OCTBB.

      5.2 Party
        B
        will acquire 1% of common stock from the listed company of Party A; Party
        B will
        also acquire Warrants of 5% of the value of financing to purchase the Company’s
        shares of common stock, (warrant shall be outstanding for a period of 5 years;
        Such warrant shall have a strike price that is 140% of the price of the equity
        securities)

      5.3 Party
        A
        shall be liable for arrangements & expenses for accommodation and traveling
        fare incurred by trips to and from Party A for Party B during Party B’s service;
        Party A will also provide office facilities for Party B.

      5.4 In
        term
        of this agreement, securities traders or investors recommended or introduced
        directly or indirectly to Party A by Party B (either in a face - to - face
        manner, by meetings or telephone conference or correspondence, regardless
        of
        whether Party A attending or participating in these meetings, telephone
        conferences and correspondence), once there is substantive finance, regardless
        of recognition by Party A or not, it shall be deemed that Party B has finished
        it’s service and Party A shall pay Party B as per the above-mentioned terms.
        

      


      
        
          
          

        

        
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      Article
        Six Confidentiality

      


      6.1 Both
        Party A and Party B shall guarantee not to reveal any non-public information
        to
        a third party besides each party. Both parties shall promise not to copy
        and
        spread information provided by Party A and the investor or to reveal it to
        a
        third party in any manner. When it is necessary to provide information of
        related parties to other parties, permits of the both parties to this agreement
        shall be obtained.

      


      Article
        Seven
        Settlements of Disputes

      


      7.1 All
        disputes arising from execution of this agreement or related to terms of
        this
        agreement shall be settled by amicable negotiation between the two parties
        in
        the first place.

      7.2 where
        negotiation fails, disputes could be filed for litigation; or be referred
        to
        arbitration in Beijing

       

      Article
        Eight Supplementary
        Provisions

      


      In
        term
        of any notice, application and
        other
        correspondence regarding this agreement, those in written form shall prevail;
        e-mails, letters, faxes, etc. are also valid. 

      This
        agreement issued in duplicate with each party holing one copy shall go into
        effect as of the signing date.

       

      
        	Party
                A:	
                Hei
                  Long Jiang Yanglin Soybean Group

              


        	 	Signed
                and Seal Chopped by Chairman of the Board


        	 	Name:
                /s/ Shulin Liu


        	 	Date:
                Nov. 2, 2006


      

       

      
        	Party
                B:	
                Mass
                  Harmony Assert Management
                  Limited.

              


        	 	Signed
                and Seal Chopped by Executive Director of the
                Board


        	 	Name:
                /s/ Lie Xiao


        	 	Date:
                Oct. 28, 2006


         

        
          
            
            

          

          
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