Unassociated Document


    Trademark
      License Contract

    


    Licensor: Dalian
      Chuming Industry Development Co., Ltd. (hereinafter
      referred to as “Party
      A”);

    


    Licensee: Dalian
      Precious Sheen Investments Consulting Co., Ltd. (hereinafter
      referred to as “Party
      B”)

    


    Whereas:

     

    1.
      Party
      A is the legal and registered owner of the registered trademark “础明”
&
      design with the registered number 1390720;

     

    2.
      Party
      A agrees to irrevocably grant Party B and its subsidiaries (collectively, the
      “Party B”) a license to use the aforesaid trademark for free in People’s
      Republic of China (the “PRC”, in this contract, excluding Hong Kong, Macau and
      Taiwan).

    


    Therefore,
      for the purpose of specifying rights and obligations of both Party A and Party
      B, in accordance with relevant provisions of the Trademark
      Law of the People’s Republic of China and
      its
Implementation
      Rules,
      Party A
      and Party B, on the
      basis
      of mutual consultations, have entered into the following contract (this
“Contract”)
      as to
      the trademark license (the “Trademark
      License”):

    


    
      	
              I.

            	
              The
                trademark licensed by Party A (the “Licensed
                Trademark”)
                has been approved by and registered with the Trademark Office of
                State
                Administration of Industry and Commerce of PRC (the “Trademark
                Office”),
                details of which are set out as
                follows:

            


    

     

    Serial
      number of the licensed trademark: No.
      1390720; 

     

    Classifications: 29;

     

    Scope
      of Merchandises:
      sausage,
      pork-products, meat, ham, intestines, fish-based food products, cooking oil,
      vegetable salad, canned meat and chips.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              II.

            	
              Scope
                of License:
                Party B is authorized to use the Licensed Trademark on the products,
                product packaging, advertisement and promotion, descriptions and
                other
                applications.

            


    

    


    
      	
              III.

            	
              Term
                of the Trademark License: the
                term of the Trademark License under this Contract is perpetual.
                

            


    

     

    
      	
              IV.

            	
              The
                Trademark License under this Contract is royalty-free.
                Party
                B shall not have to pay Party A for the Trademark
                License.

            


    

    


    
      	
              V.

            	
              Rights
                and Obligations of both
                Parties

            


    

     

    1. Rights
      and obligations of Party A:

     

    (i) Party
      A
      shall warrant the legality of the Licensed Trademark;

     

    
      	 	
              (ii)

            	
              Party
                A is obligated to promote Licensed Trademark in a proper manner so
                as to
                strengthen the influence of Licensed
                Trademark;

            


    

    
      	 	 	 


      	 	
              (iii)

            	
              Party
                A is obligated to assist local governments and Party B in taking
                actions
                against tortious acts committed by other
                enterprises;

            


      	 	 	 


    

    
      	 	
              (iv)

            	
              Party
                A shall have the right to supervise and inspect Party B in respect
                of the
                use of Licensed Trademark and correct mistakes made by Party
                B;

            


    

    


    2. Rights
      and obligations of Party B

     

    
      	 	
              (i)

            	
              Party
                B shall have the right to require Party A to cooperate in respect
                of
                lawsuits and taking actions against tortious acts committed by other
                enterprises;

            


    

    
      	 	 	 


      	 	
              (ii)

            	
              Party
                B shall be entitled to promote products by means of Licensed Trademark
                pursuant to the provisions of this Contract, and reasonably make
                the use
                of the Licensed Trademark for the benefits of Party B and the subsidiaries
                of Party B ;

            


    

    
    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              Party
                B shall be obligated to observe trademark use norms stipulated in
                this
                Contract;

            


    

    
      	 	 	 


      	 	
              (iv)

            	
              Party
                B shall be obligated to expose tortious acts committed by other
                enterprises and to take action to effectively prevent these
                acts;

            


      	 	 	 


    

    
      	 	
              (v)

            	
              Party
                B shall be obligated to protect the Licensed Trademark and observe
                relevant provisions concerning trademark use as required by Party
                A.

            


    

    


    
      	
              VI.

            	
              Trademark
                Use Norms

            


    

    
      	 	 	 


      	 	
              1.

            	
              Party
                B shall ensure the quality of products using the Licensed Trademark.
                Party
                B shall indicate the manufacturer and place of production, etc.
                on
                products using the Licensed Trademark.
                The
                products and packaging using the Licensed Trademark shall be in compliance
                with relevant laws and regulations.

            


      	 	 	 


    

    
      	 	
              2.

            	
              The
                right to use the Licensed Trademark shall only be available to Party
                B and
                the subsidiaries of Party B. Party B has no right to transfer such
                right
                to any third party or permit any third party to use the Licensed
                Trademark.

            


    

    
      	 	 	 


      	 	
              3.

            	
              Party
                B shall be obligated to accept supervision and unscheduled inspection
                by
                Party A in respect of the use of the Licensed
                Trademark.

            


      	 	 	 


    

    
      	 	
              4.

            	
              In
                the event that the products with the Licensed Trademark go beyond
                the
                scope of the usage rights provided in this Contract or do not satisfy
                the
                quality standards, such products shall not be released into
                market.

            


      	 	 	 


    

    
      	 	
              5.

            	
              Party
                B shall be obligated to protect the Licensed Trademark to keep it
                free
                from infringement and actively cooperate with efforts to prevent
                tortious
                acts.

            


    

    


    
      	
              VII.

            	
              Party
                B shall be entitled to unilaterally rescind this Contract if Party
                A
                commits any of the following actions; and in case of any loss sustained
                by
                Party B therefrom, Party B shall be entitled to compensation from
                Party
                A:

            


    

    
      	 	 	 


      	 	
              1.

            	
              failure
                to maintain the legality of the Licensed
                Trademark;

            


      	 	 	 


    

    
      	 	
              2.

            	
              failure
                to cooperate with Party B on efforts to prevent fake products from
                using
                the Licensed Trademark, which cause loss to Party
                B.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              VIII.

            	
              Termination

            


    

    
      	 	 	 


      	 	
              1.

            	
              In
                the event that any Party breaches any provisions of this Contract
                and such
                breach conforms to the termination conditions, the other Party shall
                have
                the right to terminate this Contract;

            


      	 	 	 


    

    
      	 	
              2.

            	
              If
                Party A terminates its existence, then this Contract shall
                terminate.

            


    

    


    
      	
              IX.

            	
              Dispute
                Resolution and Enforceability:
                This Contract is enforceable pursuant to the relevant laws and regulations
                of PRC. Any dispute arising from or in connection with this Contract
                shall
                be resolved first through friendly negotiations; in case such dispute
                cannot be resolved through negotiation, then it shall be submitted
                to the
                people’s court located at the registered address of Party
                A.

            


    

    


    
      	
              X.

            	
              Miscellaneous

            


    

    
      	 	 	 


      	 	
              1.

            	
              Party
                A shall file this Contract within three (3) months from the signing
                date
                to the Trademark Office; but the aforesaid filing shall not affect
                the
                effectiveness of this Contract.

            


      	 	 	 


    

    
      	 	
              2.

            	
              Without
                the prior written consent by the Investors, Party A and Party B shall
                not
                make any other agreement on, nor make any amendment to, nor make
                any
                waiver of this Contract or the issues under this Contract, and in
                this
                clause, Investors shall refer to investors who are signatories to
                the
                Securities Purchase Agreement dated December 2007 with Energroup
                Holdings
                Corporation, a Nevada public reporting corporation, which owns 100%
                of the
                equity in Precious Sheen Investment Limited (which owns 100% of the
                shares
                of Party B); 

            


      	 	 	 


    

    
      	 	
              3.

            	
              This
                Contract shall be signed in four originals and each party shall hold
                two
                copies. This Contract shall come into effect after signing by the
                representatives of both Parties, and this Contract is binding on
                both
                Party A and Party B.

            


    

     

    
      
        
        

      

      
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    Party
      A: Dalian
      Chuming Industry Development Co., Ltd. 

    (seal) 

    


    
      	
              Authorized Representative (signature):
                

            	 	 
	
              Name:
                Yan Jinglu

            	 	 
	
              Title:

            	 	 


    

     

    Party
      B: Dalian
      Precious Sheen Investment Consulting Co., Ltd. 

    (seal)

    


    
      	
              Authorized Representative (signature):
                

            	 	 
	
              Shi
                Huashan, General Manager

            	 	 


    

     

    Signing
      Date: December 31, 2007

     

    
      
        
        

      

      
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