PROMISSORY
      NOTE

    AgFeed
      Industries, Inc.

    to

    Sunrise
      Capital International, Inc.

    Chinese
      RMB Obligation

    


    
      	
              Date:  December
                20th, 2006

            	
              Amount: 
                ¥ 8,600,000.00 RMB

            


    

     

    AgFeed
      Industries, Inc.
      (hereinafter “Maker”) promises to pay to the order of Sunrise
      Capital International, Inc.
      (hereinafter “Holder”), FOR VALUE RECEIVED, the principal sum of ¥ 8,600,000.00
      RMB, together with interest (computed on the basis of the actual number of
      days
      elapsed and a year of 365 or 366 days, as the case may be) on the unpaid
      principal balance thereof outstanding from time to time, from and including
      the
      date hereof until such principal balance is repaid in full, at an annual rate
      equal to Seven (7%) percent

    


    The
      principal and accrued interest shall be due and payable in lawful money of
      the
      People’s Republic of China (RMB) at such address as the Holder from time to time
      may specify by written notice to the Maker on the six month anniversary of
      the
      date hereof (the “Maturity Date”).

    


    The
      Maker, may, at its option pre-pay this note in whole or in part without premium
      or penalty but with accrued interest.

    


    The
      Holder hereof, at its option, may make extensions of the time for the payment
      of
      the indebtedness or accept a renewal note or notes therefor, all without notice
      and the Maker hereby consents to any such extensions or renewals, all without
      notice, and agrees that any such action shall not release it from any liability
      hereunder.

    


    Maker
      shall have the right to extend the Maturity Date for a period of not more than
      six (6) months by giving written notice to Holder no later than 15 business
      days
      prior to the initial Maturity Date. Such notice shall specify the new Maturity
      Date and interest shall continue to accrue through such date and the principal
      and accrued interest shall be due on such extended Maturity Date. 

    


    The
      Maker
      waives presentment for payment, demand, protest, notice of dishonor, notice
      of
      non-payment of this note and diligence in the collection thereof, as conditions
      of liability under this note and also hereby waives trial of jury, counterclaim
      or set-off in the event of litigation by Holder to enforce payment of this
      note.

    


    Upon
      default, Holder may take all actions in law and in equity to collect on this
      note and Maker hereby agrees to pay to the Holder hereof such further amount
      as
      shall be sufficient to cover all costs and expenses of collection (not merely
      recoverable costs) including without limitation, reasonable attorney's fees
      for
      all services rendered in that connection. 

    



    
      
        
        

      

      
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    Any
      notice hereunder shall be in writing, shall be signed by the giver, and shall
      be
      sent to the Maker or Holder, as applicable, at the address specified in this
      Note or most recently specified in any written notice to the other party, which
      notices shall be sent by certified or registered mail, return receipt requested,
      facsimile to a number provided by such notice, with written confirmation, or
      by
      overnight courier, messenger or other means of personal delivery, and shall
      be
      effec-tive upon delivery.

    


    This
      note
      has been made and delivered in Nan
      Chang
      City, Jiangxi Province CHINA,
      and
      shall be governed by and construed in accordance with the applicable law
      pertaining in that jurisdiction (other than those conflict of law rules that
      would defer to the substantive laws of another jurisdiction). Whenever reference
      is made to any party, such reference shall be deemed to include the successors,
      assigns, heirs and legal representatives of such party; provided, however,
      that
      nothing herein shall be deemed to authorize or permit the Maker to assign or
      delegate any of such person's rights or obligations under this note to any
      other
      person (whether or not an affiliate of such person). Each and every modification
      and amendment of this Note shall be in writing and signed by the Maker and
      the
      Holder. The terms and provisions of this note are intended to be severable.
      This
      note contains the entire agreement of the parties and supersede all other
      representations, warranties, agreements and understandings (oral or otherwise)
      with respect to the matter contained herein and therein.

    


    
      	 	 
	
              AgFeed
                Industries, Inc.

               

               

              By:
                /s/ Li
                Songyan                                    
                

              Li
                Songyan

              Qinglan
                Avenue of National Economic

              and
                Technological Development Zone,

              Nan
                Chang, Jiangxi Province CHINA

            	
              Sunrise
                Capital International, Inc.

               

               

              By:
                /s/ Chang
                Chunmei                               
                

              Chang
                Chunmei

              Cuizhu-Yuan,
                Yicui-Garden, Foshan City, Guangdong Province, CHINA

            
	 	 


    

    


    
      
        
        

      

      
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