The
following is an unofficial translation of the Proprietary Technology License
Contract dated April 28, 2010.

     

    Proprietary
Technology License Contract

     

    
      	
              Licensor: 

            	
              CHANG
      Yu

            


    

    
      	
              Licensee: 

            	
              Agritech
      Fertilizer Limited

            


    

    
      	
              Address: 

            	
              No.
      8, M2-4 Division, Yinggu Economy Development Area, Pinggu District,
      Beijing

            


    

    


    Whereas:

    1.               The
Licensor possesses valuable and mature Proprietary Technology for the production
of organic liquid compound fertilizer;

    2.               The
Licensor agrees to grant the Licensee the license to use such Proprietary
Technology related to organic liquid compound fertilizer;

    3.               The
Licensee hopes to obtain the license to use such Proprietary Technology in its
application and in the production and marketing of certain related
products.

    


    Therefore,
the Licensor and the Licensee, through friendly discussion and negotiation, have
entered into this Contract as follows:

     

    Article
1 Definitions

     

    Unless
specified elsewhere herein, the following terms shall have the definitions as
below:

    
      
        	
                1.1

              	
                "Proprietary Technology"
      means all the valuable technical knowledge, material, data, diagram,
      design and other technical information regarding the production and
      manufacturing of the Contract Product that are currently not known to the
      public, have been developed by, and are in the possession of, the Licensor
      and that are revealed to the Licensee. The Licensor has taken appropriate
      measures to keep such Proprietary Technology
  confidential.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

        
          

        

      

       

    

    
      
        	
                1.2

              	
                "Contract Product" means
      all products designed, produced, manufactured or evaluated by using the
      Proprietary Technology and the associated Technical Material;
      specifically, it means "Tailong" brand and "Green Vitality" brand liquid
      compound fertilizer.

              


      

    

    
      
        	
                1.3

              	
                "Improvement" means new
      invention based on and/or modification of the Proprietary Technology made
      by either party hereto in the form of new design, formula, ingredients,
      value, parameter or in any other form of
  specification.

              


      

    

    
      
        	
                1.4

              	
                "Technical Material"
      means diagrams, formulas, explanation, data, technique and quality
      standard and other verifiable technical data, including proprietary
      technical interpretation and explanation, and information involving the
      production and manufacturing of the Contract Product, that are possessed
      and/or developed by the Licensor, whether or not currently under
      protection.  The Licensor has the full and complete right to
      disclose the aforementioned
material.

              


      

    

     

    Article
2 License Grant

     

    
      
        	
                2.1

              	
                The Licensor
      agrees to grant to the Licensee without compensation, and the Licensee
      agrees to accept, from the Licensor, the granting of, the license
      associated with the use of the Proprietary Technology, including but not
      limited to the right to the application of the said Proprietary Technology
      to develop, design, produce, manufacture, improve, evaluate, utilize,
      promote, market and distribute the Contract Products as well as the right
      to modify, improve, enhance, ameliorate and innovate upon the said
      Proprietary Technology pursuant to Section 5
  herein.

              


      

    

    
      
        	
                2.2

              	
                Scope of
      License: The scope of license pursuant to the provisions herein include
      the following third parties:

              


      

    

    
      
        	
              	
                2.2.1

              	
                All
      the subsidiaries of the Licensee during the term of effectiveness of this
      Contract;

              


      

    

    
      	
            	
              2.2.2

            	
              All
      the third parties that have been approved and acknowledged in writing by
      the Licensor and that have cooperative relations under contract, agency,
      entrust and joint operations with the Licensee during the term of
      effectiveness of this Contract;

            


    

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

        
          

        

         

      

      The use
of the Proprietary Technology by the aforementioned third parties are subject to
all the terms and conditions and to all the rights and obligations
herein.

    

    
      
        	
                2.3

              	
                Term
      of the license: 3
      years starting from the date on which this Contract becomes
      effective.  After 3 years, this Contract will be automatically
      renewed for 3 years.

              


      

    

    
      
        	
                2.5

              	
                The Licensor
      agrees that the Licensee may adopt the improvements made by the Licensor
      during the term of effectiveness of this
  Contract.

              


      

    

     

    Article
3 Licensor's Warranty

     

    
      
        	
                3.1 

              	
                The
      Licensor warrants that he is the legitimate owner of the Proprietary
      Technology and has the right to license the Proprietary Technology to the
      Licensee.

              


      

    

    
      
        	
                3.2 

              	
                The
      Licensor warrants that the Contract Product meeting quality standard can
      be produced and manufactured by using the Proprietary
      Technology.

              


      

    

    
      
        	
                3.3 

              	
                The
      Licensor warrants that there will not be occurrence of any liability for
      the Licensee to be accused of infringement resulting from the relevant
      Contract Product.

              


      

    

    
      	
              3.4

            	
              During
      the term of effectiveness of this Contract, the Licensor shall not use,
      nor grant the license to any third party other than those specified herein
      to use, the Proprietary Technology
..

            


    

     

    Article
4 Confidentiality

     

    
      
        	
                4.1

              	
                During
      the term of effectiveness of this Contract, the Licensor must adopt all
      appropriate measures to keep the Proprietary Technology and the Technical
      Material strictly confidential, and shall not, without prior written
      consent of the Licensee, reveal the Proprietary Technology to any third
      party.

              


      

    

    
      
        	
                4.2

              	
                Both
      during the term of effectiveness, and after the termination, of this
      Contract, the Licensee must adopt all appropriate measures to keep the
      Proprietary Technology and the Technical Material strictly confidential,
      and shall not reveal the Proprietary Technology to any third
      party.

              


      

    

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

        
          

        

      

       

      
        	
                4.2

              	
                Either
      party hereto and its technical personnel shall have the obligation to
      maintain confidentiality with regard to any secret information obtained or
      assessed during the course of the performance hereof.  Neither
      party shall use or reveal such secret information obtained from the other
      party without prior written consent from the other
  party.

              


      

    

    
      
        	
                4.3

              	
                The
      confidentiality obligation is not applicable to the following
      information:

              


      

    

    
      
        	
              	
                A.

              	
                Any
      information that is now, or will in the future enter, the public
      domain;

              


      

    

    
      
        	
              	
                B.

              	
                Any
      information that it can be verified at the time of its disclosure that it
      was not obtained previously, either directly or indirectly, from the other
      party.

              


      

    

    
      
        	
              	
                C.

              	
                Any
      information, obtained by either party hereto from a third party, that is
      not subject to confidentiality
obligations.

              


      

    

     

    Article
5 Improvement

     

    
      
        	
                5.1

              	
                During
      the term of effectiveness of this Contract, if the Licensor has made
      improvements over the Proprietary Technology, the Licensor must grant the
      exclusive license to the Licensee, without compensation, to use such
      improvements.

              


      

    

    
      
        	
                5.2

              	
                The
      Licensee has the right to improve the Proprietary Technology, and the
      exclusive right to any such improvements belongs to the
      Licensee.

              


      

    

    
      
        	
                5.3

              	
                Both
      parties shall have the obligation to keep the improvements of the
      Proprietary Technology
confidential.

              


      

    

     

    Article
6 Default Liability

     

    
      
        	
                6.1

              	
                If
      either party hereto is unable to perform the obligations herein, the party
      that is not in default shall have the right to demand the party in default
      to assume default liability and compensate the party that is not in
      default for all the loss  and all the resulting fees and
      expenses.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

      
        

      

       

    

    Article
7 Force Majeure

     

    
      
        	
                7.1 

              	
                In
      the event of war and severe fire, typhoon, earthquake, flood and other
      unforeseeable, unpreventable and irresistible event that impacts either
      party's ability to perform the obligations herein, the impacted party must
      notify the other party by facsimile of the Force Majeure circumstances and
      must provide, within fourteen days after the occurrence of the event,
      documents of evidence issued by the relevant authorities or organizations
      to the other party for
verification.

              


      

    

    
      
        	
                7.2 

              	
                The
      impacted party shall not have any liability for its inability, or for its
      postponement, caused by the Force Majeure to perform the obligations
      herein.  However, the impacted party must notify the other party
      by facsimile after the event of Force Majuere has
  ceased.

              


      

    

    
      
        	
                7.3 

              	
                The
      two parties must immediately resume the performance of the obligations
      herein after the event of Force Majeure has ceased and or its effect has
      cleared.

              


      

    

     

    Article
8 Applicable Law and Resolution of Disputes

     

    
      
        	
                8.1 

              	
                The
      applicable law to this Contract is the law of the People's Republic of
      China.

              


      

    

    
      
        	
                8.2 

              	
                Any
      dispute arising from, or related to, this Contract must be settled through
      friendly negotiation between the two parties hereto.  If
      negotiation fails, both parties have the right to submit the dispute to
      the people's court at the location where this Contract is
      executed.

              


      

    

     

    Article
9 Others

     

    
      
        	
                9.1 

              	
                This
      Contract becomes effective after it is signed by the authorized
      representatives from both parties.  Starting from the date of
      its effectiveness, any previous agreement regarding the Proprietary
      Technology entered into between the Licensor and the Licensee and/or its
      subsidiaries shall become
void.

              


      

    

    
      
        	
                9.2 

              	
                This
      Contract and any valid amendment hereto or modification hereof constitute
      the complete agreement regarding the Proprietary Technology and shall
      replace any agreement or contract, whether written or oral, regarding the
      Proprietary Technology entered into by the Licensor and the Licensee
      and/or its subsidiaries.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

        
          

        

      

       

    

    
      
        	
                9.3 

              	
                Without
      prior written consent from the other party, neither party shall have the
      right to transfer the rights and obligations herein to a third
      party.

              


      

    

    
      
        	
                9.4 

              	
                Any
      amendment hereto or modification hereof shall be made in written form and
      shall become effective after it is signed by the authorized
      representatives from both parties.  Any amendment or modified
      content, after it becomes effective, shall be the inseparable part hereof
      and shall have the same legal effect as the text proper
      herein.

              


      

    

    
      
        	
                9.5 

              	
                This
      Contract will be renewed automatically for three years upon its
      expiration.

              


      

    

    
      
        	
                9.6 

              	
                The
      communication between the two parties must be conducted in written form
      and any facsimile regarding important matters shall be delivered
      immediately afterwards by registered mail or by express delivery for
      acknowledgement.

              


      

    

    
      
        	
                9.7 

              	
                This
      Contract is written in both Chinese and English, and the Chinese version
      prevails.  This Contract has one set of four copies, with two to
      each party.

              


      

    

     

    Licensor:
CHANG Yu

    Signature:
CHANG Yu (with signature)

    Date:
April 28, 2010

     

    Licensee:
Agritech Fertilizer Limited

    Signature
of Authorized Representative: CHANG Yu (with signature)

    


    Date:
April 28, 2010

     

    Place of
Execution:    Beijing, China