ex10_1.htm


    ADDENDUM
TO SERIES 2009 SECURED NOTE DUE MARCH 8, 2010

    


    This
addendum dated as March 8, 2010 (the "Addendum") is made by and between Hero
Capital Profits Limited, a British Virgin Islands company, with offices at P.O.
Box 957. Offshore Incorporations Centre, Road Town, Tortola, British Virgin
Islands (the "Maker-) and
Precursor Management Inc., a corporation organized under the laws of the British
Virgin Islands, with offices at 2702-03, 27/F, Goldlion Digital Network Center,
138 Tiyu Road East, Tianhe, Guangzhou, P.R. China (the “Holder”). This document
is to be read in conjunction with the Series 2009 Secured Note Due March 8, 2010
(the “Note”) executed by both parties on or about September 9, 2009. This
Addendum incorporates by reference and supplements the Note and the parties
hereby agree to amend the Note as follows:

    


    1. Extension
of the Maturity Date

    


    a. The
Maturity Date of the Note shall be extended to September 8, 2010.

    


    2. Waiver of
A Default Penalty

    


    a. Section
5. Events of Default shall hereby be amended as follows:

    


    Section
5.                      Events
of Default. “Event of Default” wherever used herein, means the breach of any
covenant hereof whatever the reason and whether it shall be voluntary or
involuntary or effected by operation of law or pursuant to any judgment, decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body. Upon the occurrence of an Event of Default, which the Event
of Default is not cured within ten (10) days after its occurrence and reasonable
extension of time should be granted if the said event of default is likely to be
successfully cured by such grant of extension of time, failing which, the sum of
Four Hundred and Fifty Thousand and 00/100 Dollars ($450,000.00) shall be
immediately due and payable to Precursor, and thereupon default interest shall
begin to accrue at the annual rate of eighteen (18%) percent per annum and
Precursor shall be entitled to all remedies under law and as set forth in
Guarantee or Pledge Agreement.

    


    b. Precursor
herby waives any default arising out of any failure by HCP to make payments of
interest, principal or other amounts on or prior to the originally scheduled
Maturity Date of the Note.

    


    3. All other
terms and conditions under the Note shall remain unchanged and remain in full
force and effect.

    


    4. All terms
and conditions set forth under the Guaranty, dated September 9, 2009, made by
Man Shing Agricultural Holdings, Inc. (the “Guarantor”), in favor of Precursor
Management, Inc. (the “Lender”), in connection with the Note shall remain
unchanged and remain in full force and effect.

    


    5. All terms
and conditions set forth under the Stock Pledge Agreement, dated September 9,
2009, made by Precursor Management, Inc. (the “Secured Party”), and Eddie
Cheung, a Hong Kong individual representing Mr. Liu Shi Li, an individual
residing in the Peoples’ Republic of China (Mr. Cheung and Mr. Liu are
collectively referred to herein as the “Pledgor”), in connection with the Note
shall remain unchanged and remain in full force and effect.

    


    IN
WITNESS WHEREOF, the Maker and the Holder have caused this Addendum to be duly
executed and delivered individually or by their officers thereunto duly
authorized as of the date first written above.

    


    HERO
CAPITAL PROFITS LIMITED (“Maker”)

    


    By:
/s/ Eddie Cheung

    Name:
Eddie Cheung

    Title:
Authorized Representative

    


    Precursor
Management, Inc. (“Holder”)

    


    By:
/s/ Weiheng Cai

    Name:
Weiheng Cai

    Title:
President