SHARE
          PURCHASE AGREEMENT

         

        THIS
          AGREEMENT is
          effective the20thday
          of
          December, 2006 AMONG:

         

        AGFEED
          INDUSTRIES INC.,
          (“AgFeed”) a
          corporation formed pursuant to the laws of the State of Nevada and having
          an
office
          for business located at 1095
          Qing
          Lan Avenue,
          Economic and Technical Development Zone, Nan Chang City,
          Jiangxi Province, China 330013

         

        


         

         

        AND:

         

        GUANGXI
          HUIJIE SCI. & TECH. FEED CO, LTD.,
          ("Guangxi Huijie") a company formed pursuant to the laws of the People’s
          Republic of China and having an office for business located at South Zone,
          Coastal Industrial Park, Liangqing District, Nanning, Guangxi Province,
          China


         

        


         

        AND:

         

        The
          shareholders of Guangxi Huijie, the name of each of whom is set forth on
          the
          signature page of this Agreement (the “Guangxi Huijie Shareholders”)

        


        


        FACTS:

        


        A. The
          Guangxi Huijie Shareholders own 3,000,000 registered shares of Guangxi
          Huijie,
constituting
          100% of the presently issued and outstanding Guangxi Huijie Shares;

         

        B. AgFeed
          is
          a reporting company whose common stock is quoted on the NASD
          “Bulletin Board”; and

         

        C. The
          respective Boards of Directors of AgFeed, and Guangxi Huijie deem it advisable
          and in the best interests of AgFeed and Guangxi Huijie that Guangxi Huijie
          become a wholly-owned subsidiary of AgFeed (the "Acquisition") pursuant
          to this
          Agreement.

         

        NOW
          THEREFORE in
          consideration of the premises
          and the mutual covenants, agreements, representations and warranties contained
          herein, and
          other
          good and valuable consideration, the receipt and sufficiency of which is
          hereby
          acknowledged, the parties hereto hereby agree as follows:


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        


         

        
          	
                  ARTICLE
                    1.

                	
                  DEFINITIONS
                    AND INTERPRETATION:

                


        

         

        
          	 	
                  1.1.

                	
                  In
                    this Agreement the following terms will have the following
                    meanings:

                


        

         

        1.1.1. “Acquisition”
          means
          the
          Acquisition, at the Closing, of Guangxi Huijie by AgFeed
          pursuant to this Agreement;

         

        1.1.2. “Agreement”
          means
          this share purchase agreement among AgFeed,
          Guangxi
          Huijie and the Guangxi Huijie Shareholders;

         

        1.1.3. “Closing”
          means
          the
          completion, on the Closing Date, of the transactions contemplated
          hereby in accordance with ARTICLE 14 hereof;

         

        1.1.4. “Closing
          Date” means
          the
          day on which all conditions precedent to the completion
          of the transaction as contemplated hereby have been satisfied or
          waived;

         

        1.1.5. “Guangxi
          Huijie Accounts Payable and Liabilities” means
          all
          accounts payable and
          liabilities of Guangxi Huijie, due and owing or otherwise constituting
          a binding
obligation
          of Guangxi Huijie (other than a Guangxi Huijie Material Contract) as of
          September 30, 2006 as set forth in Schedule 1.1.5 hereto;

         

        1.1.6. “Guangxi
          Huijie Accounts Receivable” means
          all
          accounts receivable and other debts owing to Guangxi Huijie as of September
          30,
          2006 as set forth in Schedule 1.1.6 hereto;

         

        1.1.7. “Guangxi
          Huijie Assets” means
          all
          the property and assets of the Guangxi Huijie Business of every kind and
          description wheresoever situated including, without limitation, Guangxi
          Huijie
          Equipment, Guangxi Huijie Inventory, Guangxi Huijie Material Contracts,
          Guangxi
          Huijie Accounts Receivable, Guangxi Huijie Cash, Guangxi Huijie Intangible
          Assets and Guangxi Huijie Goodwill, and all credit cards, charge cards
          and
          banking cards issued to Guangxi Huijie;

         

        1.1.8. “Guangxi
          Huijie Bank Accounts” means
          all
          of the bank accounts, lock boxes and
          safety deposit boxes of Guangxi Huijie or relating to the Guangxi Huijie
          Business
          as set forth in Schedule 1.1.8 hereto;

         

        1.1.9. “Guangxi
          Huijie Business” means
          all
          aspects of the business conducted by Guangxi Huijie;

         

        1.1.10. “Guangxi
          Huijie Cash” means
          all
          cash on hand or on deposit to the credit of Guangxi Huijie on the Closing
          Date;

         

        1.1.11. “Guangxi
          Huijie Debt to Related Parties” means
          the
          debts owed by Guangxi Huijie to the Guangxi Huijie Shareholders or to any
          family
          member thereof, or to any affiliate, director or officer of Guangxi Huijie
          or
          the Guangxi Huijie Shareholders as described in Schedule 1.1.11;

         

        1.1.12. “Guangxi
          Huijie Equipment” means
          all
          machinery, equipment, furniture, and furnishings used in the Guangxi Huijie
          Business, including, without limitation, the items more particularly described
          in Schedule 1.1.12 hereto;


        
          
            
            

          

          
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              19

            
              

            

          

          
            
            

          

        


         

        


         

        1.1.13. “Guangxi
          Huijie Financial Statements” means,
          collectively, the audited financial
          statements of Guangxi Huijie for the two year period ended December 31,
          2005,
          together with the reviewed financial statements for the nine month period
          ended
          September 30, 2006, true copies of which are attached as Schedule 1.1.13
          hereto;

         

        1.1.14. “Guangxi
          Huijie Goodwill” means
          the
          goodwill of the Guangxi Huijie Business together
          with the exclusive right of AgFeed to represent itself as carrying on
          the
          Guangxi Huijie Business in succession of Guangxi Huijie subject to the
          terms
hereof,
          and the right to use any words indicating that the Guangxi Huijie Business
          is
so
          carried on including the right to use the name “Guangxi Huijie” or “Guangxi
          Huijie Sci. & Tech. Feed Co, Ltd.”
or
          any
          variation thereof as part of the name of or in connection with the Guangxi
          Huijie Business or any part thereof carried on or to be carried on by Guangxi
          Huijie, the right to all corporate, operating and trade names associated
          with
          the Guangxi Huijie Business, or any variations of such names as part of
          or in
          connection with the Guangxi Huijie Business, all telephone listings and
          telephone advertising contracts, all lists of customers, books and records
          and
          other information relating to the Guangxi Huijie Business, all necessary
          licenses and authorizations
          and any other rights used in connection with the Guangxi Huijie Business;

         

        1.1.15. “Guangxi
          Huijie Insurance Policies” means
          the
          public liability insurance and insurance against loss or damage to Guangxi
          Huijie Assets and the Guangxi Huijie Business as described in Schedule
          1.1.15
          hereto;

         

        1.1.16. “Guangxi
          Huijie Intangible Assets” means
          all
          of the intangible assets of Guangxi Huijie, including, without limitation,
          Guangxi Huijie Goodwill, all trademarks,
          logos, copyrights, designs, and other intellectual and industrial property
          of
          Guangxi Huijie;

         

        1.1.17. “Guangxi
          Huijie Inventory” means
          all
          inventory and supplies of the Guangxi Huijie Business as of September 30,
          2006
          as set forth in Schedule 1.1.17 hereto;

         

        1.1.18. “Guangxi
          Huijie Material Contracts” means
          the
          burden and benefit of and the right,
          title and interest of Guangxi Huijie in, to and under all trade and non-trade
          contracts,
          engagements or commitments, whether written or oral, to which including,
          without limitation Guangxi Huijie is entitled in connection with the
Guangxi
          Huijie Business whereunder Guangxi Huijie is obligated to pay or entitled
          to
          receive the sum of $10,000 or more including, without limitation, any pension
          plans,
          profit sharing plans, bonus plans, loan agreements, security agreements,
          indemnities and guarantees, any agreements with employees, lessees, licensees,
          managers,
          accountants, suppliers, agents, distributors, officers, directors, attorneys
          or
          others
          which cannot be terminated without liability on not more than one month's
          notice, and, including without limitation, those contracts listed in Schedule
          1.1.18 hereto;

         

        1.1.19. “Guangxi
          Huijie Related Party Debts” means
          the
          debts owed by the Guangxi Huijie Shareholders or by any family member thereof,
          or by any affiliate, director or officer of Guangxi Huijie or the Guangxi
          Huijie
          Shareholders, to Guangxi Huijie as described in Schedule
          1.1.19
          hereto;

         

        1.1.20. “Guangxi
          Huijie Shares” means
          all
          of the issued and outstanding shares of Guangxi
          Huijie's equity stock.


        
          
            
            

          

          
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              3 of
              19

            
              

            

          

          
            
            

          

        


         

        


         

        1.1.21. “Place
          of Closing” means
          the
          offices of AgFeed at 1095
          Qing
          Lan Avenue,
          Economic and Technical Development Zone, Nan Chang City,
          Jiangxi Province, China 330013,
          or
          such
          other place as AgFeed and Guangxi Huijie may mutually agree upon;

         

        
          
            
            

          

          
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              4 of
              19

            
              

            

          

          
            
            

          

        

        1.1.22. “Other
          Terms” Any
          other
          terms defined within the text of this Agreement will have the meanings
          so
          ascribed to them.

         

        
          	 	
                  1.2.

                	
                  Captions
                    and Section Numbers: The
                    headings and section references in this Agreement
                    are for convenience of reference only and do not form a part
                    of this
                    Agreement
                    and are not intended to interpret, define or limit the scope,
                    extent or
                    intent of this
                    Agreement or any provision thereof.

                


        

         

        
          	 	
                  1.3.

                	
                  Section
                    References and Schedules:
                    Any reference to a particular “Article”, “section”, “paragraph”, “clause”
                    or other subdivision is to the particular Article, section, clause
                    or
                    other subdivision of this Agreement and any reference to a Schedule
                    by
                    letter will mean the
                    appropriate Schedule attached to this Agreement and by such reference
                    the
                    appropriate
                    Schedule is incorporated into and made part of this Agreement.
                    The
                    Schedules
                    to this Agreement are as follows:

                


        

        


        
          	
                  Schedule
                    1.1.5 

                	
                  Guangxi
                    Huijie Accounts Payable and Liabilities 

                
	
                  Schedule
                    1.1.6 

                	
                  Guangxi
                    Huijie Accounts Receivable

                
	
                  Schedule
                    1.1.8 

                	
                  Guangxi
                    Huijie Bank Accounts

                
	
                  Schedule
                    1.1.11

                	
                  Guangxi
                    Huijie Debt to Related Parties

                
	
                  Schedule
                    1.1.12 

                	
                  Guangxi
                    Huijie Equipment

                
	
                  Schedule
                    1.1.13

                	
                  Guangxi
                    Huijie Financial Statements

                
	
                  Schedule
                    1.1.15

                	
                  Guangxi
                    Huijie Insurance Policies

                
	
                  Schedule
                    1.1.17

                	
                  Guangxi
                    Huijie Inventory

                
	
                  Schedule
                    1.1.18

                	
                  Guangxi
                    Huijie Material Contracts

                
	
                  Schedule
                    1.1.19

                	
                  Guangxi
                    Huijie Related Party Debt

                


        

         

        
          	 	
                  1.4.

                	
                  Severability
                    of Clauses If
                    any part of this Agreement is declared or held to be invalid
for
                    any reason, such invalidity will not affect the validity of the
                    remainder
                    which will continue
                    in full force and effect and be construed as if this Agreement
                    had been
                    executed without the invalid portion, and it is hereby declared
                    the
                    intention of the parties that this Agreement
                    would have been executed without reference to any portion which
                    may, for
                    any
                    reason, be hereafter declared or held to be
                    invalid.

                


        

         

        
          	
                  ARTICLE
                    2.

                	
                  THE
                    ACQUISITION

                


        

      

      
        	 	
                2.1.

              	
                Sale
                  of Shares - Purchase Price:
                  Each of the Guangxi Huijie Shareholders hereby agrees to sell to
                  AgFeed
                  the Guangxi Huijie Shares owned by such Shareholder in exchange
                  for a
                  proportionate share of ¥8,600,000.00
                  RMB to be delivered on the Closing Dateby Agfeed and to transfer
                  to AgFeed
                  on the Closing Date a 100% undivided interest in and to such Guangxi
                  Huijie Shares free from all liens, mortgages, charges, pledges,
                  encumbrances or other burdens with all rights now or thereafter
                  attached
                  thereto.

              


      

    

    

       

      
        	 	
                2.2.

              	
                Allocation
                  of Consideration:
                  The Purchase Price shall be allocated to the Guanghai Huijie Shareholders,
                  as set forth on Schedule 2.1 attached hereto and made a part
                  hereof.

              


      

    

     

     

    
      
        
        

      

      
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          ARTICLE
            3. REPRESENTATIONS
            AND WARRANTIES OF AGFEED: AgFeed
            hereby
            represents and warrants
            to Guangxi Huijie and the Guangxi Huijie Shareholders, with the intent
            that
            Guangxi Huijie and the Guangxi Huijie Shareholders will rely thereon
            in
entering
            into this Agreement and in approving and completing the transactions
            contemplated hereby,
            that:

        

      

       

      
        	 	
                3.1.

              	
                Incorporation.
                  AgFeed is a corporation duly incorporated and validly subsisting
                  under the laws of the State of Nevada, and is in good standing
                  with the
                  office
                  of the Secretary of State for the State of
                  Nevada;

              


      

       

      
        	 	
                3.2.

              	
                Corporate
                  Capacity:
                  AgFeed has the corporate power, capacity and authority
                  to own the AgFeed Assets and to enter into and carry out the terms
                  of this Agreement; 

              


      

       

      
        	 	
                3.3.

              	
                Execution
                  and Performance of Agreement: The
                  execution and delivery of this Agreement by
                  AgFeed and the completion of the transactions contemplated hereby,
                  have
                  been duly and validly authorized by all necessary corporate action
                  on the
                  part of
                  AgFeed.

              


      

       

      
        	
                ARTICLE
                  4.

              	
                REPRESENTATIONS
                  AND WARRANTIES OF THE GUANGXI HUIJIE SHAREHOLDERS:
                  The
                  Guangxi Huijie Shareholders hereby jointly and severally represent
                  and warrant to AgFeed, with
                  the intent that it will rely thereon in entering into this Agreement
                  and
                  in approving
                  and completing the transactions contemplated hereby,
                  that:

              


      

       

      
        	 	
                4.1.

              	
                Guangxi
                  Huijie- Company Status and
                  Capacity

              


      

       

      4.1.1.  Formation.
        Guangxi
        Huijie is a company duly formed and validly subsisting under the
        laws
        of the People’s Republic of China;

       

      4.1.2.  Carrying
        on Business. Guangxi
        Huijie carries on the Guangxi Huijie Business primarily
        in the People’s Republic of China and does not carry on any material
business
        activity in any other jurisdiction. Guangxi Huijie is duly authorized to
        carry
on
        the
        Guangxi Huijie Business in the People’s Republic of China. The nature of
the
        Guangxi Huijie Business does not require Guangxi Huijieto register or otherwise
        be
        qualified to carry on business in any other jurisdiction;

       

      4.1.3. Legal
        Capacity. Guangxi
        Huijie has the legal power, capacity and authority to enter into
        and
        complete this Agreement;

       

      
        	 	
                4.2.

              	
                 Guangxi
                  Huijie- Capitalization

              


      

       

      4.2.1. Authorized
        Capital. The
        authorized capital of Guangxi Huijie is as stated in its formation
        documents;

       

      4.2.2. Ownership
        of Guangxi Huijie Shares.
        The
        registered, issued and outstanding share capital of Guangxi Huijie on Closing
        shall be validly issued and outstanding as fully paid and non-assessable
        shares.
        The Guangxi Huijie Shareholders will be at Closing the registered and beneficial
        owners of 100% of the outstanding Guangxi Huijie Shares. The Guangxi Huijie
        Shares owned by the Guangxi Huijie Shareholders will on Closing be free and
        clear of any and all liens, charges, pledges, encumbrances, restrictions
        on
        transfer and adverse claims whatsoever.

       

      4.2.3. No
        Option, Warrant or Other Right. No
        person, firm or corporation has any agreement,
        option, warrant, preemptive right or any other right capable of becoming
        an
        agreement, option, warrant or right for the acquisition of Guangxi Huijie
        Shares
held
        by
        the Guangxi Huijie Shareholders or for the purchase, subscription or
issuance
        of any of the unissued shares in the capital of Guangxi Huijie;


       

      



      
        
          
          

        

        
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      4.2.4. No
        Restrictions. There
        are
        no restrictions on the transfer, sale or other disposition of
        Guangxi Huijie Shares contained in the charter documents of Guangxi Huijie
        or
under
        any
        agreement.

       

      
        	 	
                4.3.

              	
                Guangxi
                  Huijie- Records and Financial
                  Statements

              


      

       

      4.3.1. Charter
        Documents. The
        charter documents of Guangxi Huijie have not been altered
        since its formation date, except as filed in the record books of Guangxi
        Huijie

       

      4.3.2. Minute
        Books. The
        minute books of Guangxi Huijie are complete and each of the minutes
        contained therein accurately reflect the actions that were taken at a duly
        called
        and held meeting or by consent without a meeting. All actions by Guangxi
        Huijie
which
        required director or shareholder approval are reflected in the corporate
        minute
        books of Guangxi Huijie. Guangxi Huijieis not in violation or breach of,
        or in
        default with respect to, any term of its Certificate of Incorporation (or
        other
charter
        documents) or by-laws.

       

      4.3.3. Guangxi
        Huijie Financial Statements. The
        Guangxi Huijie Financial Statements present fairly, in all material respects,
        the assets and liabilities (whether accrued, absolute,
        contingent or otherwise) of Guangxi Huijie as of the date thereof, and the
        sales
        and
        earnings of the Guangxi Huijie Business during the periods covered thereby,
        and have been prepared in conformity with generally accepted accounting
        principles consistently applied;

       

      4.3.4. Guangxi
        Huijie Accounts Payable and Liabilities. There
        are
        no liabilities, contingent
        or otherwise, of Guangxi Huijie which are not disclosed in Schedule
        1.1.5
        hereto
        or reflected in the Guangxi Huijie Financial Statements except those
incurred
        in the ordinary course of business since the date of the said
        schedule,
        and
        Guangxi Huijie has not guaranteed or agreed to guarantee any debt, liability
        or
        other obligation of any person, firm or corporation.
        Without limiting the generality of the foregoing, all accounts payable
and
        liabilities of Guangxi Huijie as of September 30, 2006 are described in Schedule
        1.1.5 hereto;

       

      4.3.5. Guangxi
        Huijie Accounts Receivable. All
        the
        Guangxi Huijie Accounts Receivable
        result from bona fide business transactions and services actually rendered
        without, to the knowledge and belief of the Guangxi Huijie Shareholders,
        any
        claim
        by the obligor for set-off or counterclaim. Without limiting the generality
        of
        the
        foregoing, all accounts receivable of Guangxi Huijie as of September 30,
        2006,
        are described in Schedule 1.1.6 hereto;

       

      4.3.6.  Guangxi
        Huijie Bank Accounts. All
        of
        the Guangxi Huijie Bank Accounts, their location,
        numbers and the authorized signatories thereto are as set forth in Schedule
        1.1.8
        hereto;

       

      4.3.7. No
        Debt to Related Parties. Except
        as
        disclosed in Schedule 1.1.11 hereto, Guangxi
        Huijie is not and on Closing will not be, indebted to the Guangxi Huijie
        Shareholders
        nor to any family member thereof, nor to any affiliate, director or officer
        of Guangxi Huijie or the Guangxi Huijie Shareholders except accounts
payable
        on account of bona fide business transactions of Guangxi Huijie incurred
        in
the
        normal course of Guangxi Huijie Business, including employment agreements
        with
        the Guangxi Huijie Shareholders, none of which are more than 30 days in
arrears;


      
        
          
          

        

        
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      4.3.8. No
        Related Party Debt to Guangxi Huijie. Except
        as
        set forth on Schedule 1.1.19 hereto,
        no Guangxi Huijie Shareholder nor any director, officer or affiliate of Guangxi
        Huijie is now indebted to or under any financial obligation to Guangxi Huijie
        on
        any
        account whatsoever, except for advances on account of travel and other expenses
        not exceeding $5,000 in total;

       

      4.3.9. No
        Dividends. No
        dividends or other distributions on any shares in the capital of Guangxi
        Huijie have been made, declared or authorized since the date of the Guangxi
        Huijie Financial Statements;

       

      4.3.10. No
        Payments. No
        payments of any kind have been made or authorized since the date
        of
        the Guangxi Huijie Financial Statements to or on behalf of the Guangxi
        Huijie
        Shareholders or to or on behalf of officers, directors, shareholders or
employees
        of Guangxi Huijie nor under any management agreements with Guangxi
        Huijie,
        except
        payments made in the ordinary course of business and at the regular rates
        of
        salary or other remuneration payable to them;

       

      4.3.11. No
        Pension Plans. There
        are
        no pension, profit sharing, group insurance or similar plans
        or
        other deferred compensation plans affecting Guangxi Huijie, except as set
        forth
        in the Guangxi Huijie Financial Statements;

       

      4.3.12. No
        Adverse Events. Since
        the
        date of the Guangxi Huijie Financial Statements:

       

      4.3.12.1. there
        has
        not been any material adverse change in the financial position or condition
        of
        Guangxi Huijie, its liabilities or the Guangxi Huijie Assets or any damage,
        loss or other change in circumstances materially and adversely affecting
        Guangxi Huijie, the Guangxi Huijie Business or the Guangxi Huijie Assets
        or
        Guangxi Huijie’s right to carry on the Guangxi Huijie Business, other than
        changes in the ordinary course of business,

       

      4.3.12.2. 
        there
        has not been any damage, destruction, loss or other event (whether or not
        covered by insurance) materially and adversely affecting Guangxi Huijie,
        the
        Guangxi Huijie Business or the Guangxi Huijie Assets,

       

      4.3.12.3. 
        there
        has not been any material increase in the compensation payable or to
become
        payable by Guangxi Huijie to the Guangxi Huijie Shareholders or to any of
        Guangxi Huijie's officers, employees or agents or any bonus, payment
or
        arrangement made to or with any of them,

       

      4.3.12.4. the
        Guangxi Huijie Business has been and continues to be carried on in the ordinary
        course,

       

      4.3.12.5. Guangxi
        Huijie has not waived or surrendered any right of material value,

       

      4.3.12.6. Guangxi
        Huijie has not discharged or satisfied or paid any lien or encumbrance
        or obligation or liability other than current liabilities in the ordinary
        course of business, and

       

      4.3.12.7. no
        capital expenditures in excess of $10,000 individually or $30,000 in
total
        have been authorized or made;


      
        
          
          

        

        
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                4.4.

              	
                .
                  Guangxi
                  Huijie- Income Tax Matters

              


      

       

      4.4.1.  Tax
        Returns. All
        tax
        returns and reports of Guangxi Huijie required by law to be filed
        have been filed and are true, complete and correct, and any taxes payable
        in
        accordance with any return filed by Guangxi Huijie or in accordance with
        any
        notice of assessment or reassessment issued by any taxing authority have
        been so
        paid;

       

      4.4.2. Current
        Taxes. Adequate
        provisions have been made for taxes payable for the current
        period for which tax returns are not yet required to be filed and there are
        no
agreements,
        waivers, or other arrangements providing for an extension of time with
respect
        to the filing of any tax return by, or payment of, any tax, governmental
        charge
        or
        deficiency by Guangxi Huijie. Guangxi Huijie is not aware of any contingent
        tax liabilities or any grounds which would prompt a reassessment including
        aggressive treatment of income and expenses in filing earlier tax
        returns;

       

      
        	 	
                4.5.

              	
                .
                  Guangxi
                  Huijie- Applicable Laws and Legal
                  Matters

              


      

       

      4.5.1.  Licenses.
        Guangxi
        Huijie holds all licenses and permits as may be requisite for carrying
        on the Guangxi Huijie Business in the manner in which it has heretofore
been
        carried on, which licenses and permits have been maintained and continue
        to
be
        in
        good standing except where the failure to obtain or maintain such licenses
        or
        permits would not have a material adverse effect on the Guangxi Huijie
        Business;

       

      4.5.2.  Applicable
        Laws. Guangxi
        Huijie has not been charged with or received notice of breach of any laws,
        ordinances, statutes, regulations, by-laws, orders or decrees to which
        it
        is subject or which applies to it the violation of which would have a
material
        adverse effect on the Guangxi Huijie Business, and, to the knowledge of the
        Guangxi
        Huijie Shareholders, Guangxi Huijie is not in breach of any laws, ordinances,
        statutes, regulations, by-laws, orders or decrees the contravention of
which
        would result in a material adverse effect on the Guangxi Huijie
        Business;

       

      4.5.3. Pending
        or Threatened Litigation. There
        is
        no material litigation or administrative or
        governmental proceeding pending or threatened against or relating to Guangxi
        Huijie,
        the
        Guangxi Huijie Business, or any of the Guangxi Huijie Assets, nor do the
        Guangxi
        Huijie Shareholders have any knowledge of any act or omission of Guangxi
        Huijie that would form any basis for any such action or proceeding;

       

      4.5.4.  No
        Bankruptcy. Guangxi
        Huijie has not made any voluntary assignment or proposal
        under applicable laws relating to insolvency and bankruptcy and no bankruptcy
        petition has been filed or presented against Guangxi Huijie and no order
        has
        been
        made or a resolution passed for the winding-up, dissolution or liquidation
        of
        Guangxi Huijie;

       

      4.5.5.  Labor
        Matters. Guangxi
        Huijie is not party to any collective agreement relating to the
        Guangxi Huijie Business with any labor union or other association of employees
        and
        no
        part of the Guangxi Huijie Business has been certified as a unit appropriate
        for
        collective bargaining or, to the knowledge of the Guangxi Huijie Shareholders,
        has
        made
        any attempt in that regard;

       

      4.5.6.  Environmental
        Compliance. Guangxi
        Huijie has at all times had and now has all environmental
        approvals, consents, licenses, permits and orders required to conduct
the
        businesses in which it has been or is now engaged. Guangxi Huijie has at
        all
times
        been and is now in compliance in all material respects with all applicable
        environmental
        laws. There are no claims, actions, suits or proceedings pending or,
to
        Guangxi Huijie’s Knowledge, threatened against or involving Guangxi Huijie, or
any
        assets of Guangxi Huijie, under any of the environmental laws (whether by
        reason
        of
        any failure to comply with any of the environmental laws or otherwise).
No
        decree, judgment or order of any kind under any of the environmental laws
        has
been
        entered against Guangxi Huijie. There are no facts, conditions or situations,
        whether now or heretofore existing, that could form the basis for any claim
        against, or
        result
        in any liability of, Guangxi Huijie under any of the environmental laws;
        and


      
        
          
          

        

        
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      4.5.7.  Finder's
        Fees. Guangxi
        Huijie is not a party to any agreement which provides for the
        payment of finder's fees, brokerage fees, commissions or other fees or amounts
        which
        are
        or may become payable to any third party in connection with the execution
        and delivery of this Agreement and the transactions contemplated
        herein.

       

      


      
        	 	
                4.6.

              	
                 Execution
                  and Performance of
                  Agreement

              


      

      


      4.6.1. Authorization
        and Enforceability.
        The
        execution and delivery of this Agreement by Guangxi Huijie and the completion
        of
        the transactions contemplated hereby, have been duly and validly authorized
        by
        all necessary corporate action on the part of Guangxi Huijie;

       

      4.6.2. No
        Violation or Breach. The
        execution and performance of this Agreement will not:

       

      4.6.2.1. violate
        the charter documents of Guangxi Huijie or result in any breach of, or default
        under, any loan agreement, mortgage, deed of trust, or any other agreement
        to
        which Guangxi Huijie is a party,

       

      4.6.2.2. give
        any
        person any right to terminate or cancel any agreement including, without
        limitation, Guangxi Huijie Material Contracts, or any right or rights enjoyed
        by
        Guangxi Huijie,

       

      4.6.2.3. result
        in
        any alteration of Guangxi Huijie's obligations under any agreement to
        which
        Guangxi Huijie is a party including, without limitation, the Guangxi Huijie
        Material Contracts,

       

      4.6.2.4. result
        in
        the creation or imposition of any lien, encumbrance or restriction of
any
        nature whatsoever in favor of a third party upon or against the Guangxi Huijie
        Assets,

       

      4.6.2.5. result
        in
        the imposition of any tax liability to Guangxi Huijie relating to Guangxi
        Huijie
        Assets or the Guangxi Huijie Shares, or

       

      4.6.2.6. violate
        any court order or decree to which Guangxi Huijie is subject.

       

      
        	 	
                4.7.

              	
                 Guangxi
                  Huijie Assets - Ownership and
                  Condition

              


      

       

      4.7.1.  Business
        Assets.
        The
        Guangxi Huijie Assets comprise all of the property and assets of the Guangxi
        Huijie Business, and neither the Guangxi Huijie Shareholders nor any other
        person, firm or corporation owns any assets used by Guangxi Huijie in operating
        the Guangxi Huijie Business, whether under a lease, rental agreement or other
        arrangement, other than as disclosed in Schedules 1.1.12 or 1.1.18
        hereto;


      
        
          
          

        

        
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      4.7.2. Title.
        Guangxi
        Huijie is the legal and beneficial owner of the Guangxi Huijie Assets,
        free and clear of all mortgages, liens, charges, pledges, security interests,
        encumbrances
        or other claims whatsoever, save and except as disclosed in Schedules
        1.1.12 or 1.1.18 hereto;

       

      4.7.3. No
        Option. No
        person, firm or corporation has any agreement or option or a right capable
        of
        becoming an agreement for the purchase of any of the Guangxi Huijie
        Assets;

       

      4.7.4. Guangxi
        Huijie Insurance Policies. Guangxi
        Huijie maintains the public liability insurance
        and insurance against loss or damage to the Guangxi Huijie Assets and the
        Guangxi
        Huijie Business as described in Schedule 1.1.15 hereto;

       

      4.7.5.Guangxi
        Huijie Material Contracts. The
        Guangxi Huijie Material Contracts listed in
        Schedule 1.1.18 constitute all of the material contracts of Guangxi
        Huijie;

       

      4.7.6. No
        Default. There
        has
        not been any default in any material obligation of Guangxi Huijie to be
        performed under any of Guangxi Huijie Material Contracts, each
        of
        which is in good standing and in full force and effect and unamended (except
        as
        disclosed in Schedule 1.1.18), and Guangxi Huijie is not aware of any default
        in
        the obligations of any other party to any of the Guangxi Huijie Material
        Contracts;

       

      4.7.7. No
        Compensation on Termination. There
        are
        no agreements, commitments or understandings
        relating to severance pay or separation allowances on termination of
employment
        of any employee of Guangxi Huijie. Guangxi Huijie is not obliged to pay
        benefits or share profits with any employee after termination of employment
        except as required by law;

       

      
        	 	
                4.8.

              	
                Guangxi
                  Huijie Assets - Guangxi Huijie Equipment: The
                  Guangxi Huijie Equipment has
                  been maintained in a manner consistent with that of a reasonably
                  prudent
                  owner and such
                  equipment is in good working
                  condition;

              


      

       

      4.9. Guangxi
        Huijie Assets - Guangxi Huijie Goodwill and Other Assets: Guangxi
        Huijie carries on the Guangxi Huijie Business only under the name “Guangxi
        Huijie Sci. & Tech. Feed Co,
        Ltd."
        and variations thereof and under no other business or trade names. The
        Guangxi Huijie Shareholders do not have any knowledge of any infringement
        by
        Guangxi Huijie of any patent, trademark, copyright or trade secret;

       

      4.10. The
        Business of Guangxi Huijie:

       

      4.10.1. Maintenance
        of Business. Since
        the
        date of the Guangxi Huijie Financial Statements,
        the Guangxi Huijie Business has been carried on in the ordinary course
and
        Guangxi Huijie has not entered into any material agreement or commitment
        except
        in the ordinary course; and

       

      4.10.2. Subsidiaries.
        Guangxi
        Huijie does not have any subsidiaries and does not otherwise
        own, directly or indirectly, any shares or interest in any other corporation,
        partnership,
        limited liability company, joint venture or firm.


      
        
          
          

        

        
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          ARTICLE
            5. NON-MERGER
            AND SURVIVAL: The
            representations and warranties of the Guangxi
            Huijie Shareholders contained herein will be true at and as of Closing
            in all
            material respects
            as though such representations and warranties were made as of such time.
            Notwithstanding
            the completion of the transactions contemplated hereby, the waiver of
            any
condition
            contained herein (unless such waiver expressly releases a party from
            any such
representation
            or warranty) or any investigation made by AgFeed, the representations
            and warranties of the Guangxi Huijie Shareholders shall survive the
            Closing.

        

      

       

      
        
          ARTICLE
            6. INDEMNITY:
            The
            Guangxi Huijie Shareholders agree to indemnify and save harmless AgFeed
            from and
            against any and all claims, demands, actions, suits, proceedings, assessments,
            judgments, damages, costs, losses and expenses, including any payment
            made in
            good faith in settlement of any claim (subject to the right of the Guangxi
            Huijie Shareholders
            to defend any such claim), resulting from the breach by any of them of
            any
representation
            or warranty of such party made under this Agreement or from any
            misrepresentation in or omission from any certificate or other instrument
            furnished or to be furnished by Guangxi Huijie or the Guangxi Huijie
            Shareholders to AgFeed hereunder, including, without limitation, the
            existence
            or assertion against AgFeed of claims for liabilities of Guangxi Huijie
            not
            disclosed in Schedule1.1.5 hereto or set forth in the Guangxi Huijie
            Financial
            Statements.

        

      

       

      
        	
                ARTICLE
                  7.

              	
                COVENANTS
                  OF GUANGXI HUIJIE AND THE GUANGXI HUIJIE
                  SHAREHOLDERS

              


      

       

      
        	 	
                7.1.

              	
                Covenants:
                  Guangxi
                  Huijie and the Guangxi Huijie Shareholders covenant and agree with
                  AgFeed that they will:

              


      

       

      7.1.1. Conduct
        of Business. Until
        the
        Closing, conduct the Guangxi Huijie Business diligently
        and in the ordinary course consistent with the manner in which the Guangxi
        Huijie Business generally has been operated up to the date of execution of
        this
        Agreement;

       

      7.1.2. Preservation
        of Business. Until
        the
        Closing, use their best efforts to preserve the Guangxi
        Huijie Business and the Guangxi Huijie Assets and, without limitation,
preserve
        for AgFeed Guangxi Huijie’s relationships with their suppliers, customers and
        others having business relations with them;

       

      7.1.3. Access.
        Until
        the
        Closing, give AgFeed and its representatives full access
        to
        all of the properties, books, contracts, commitments and records of Guangxi
        Huijie relating to Guangxi Huijie, the Guangxi Huijie Business and the Guangxi
        Huijie Assets, and furnish to AgFeed and its representatives all such
        information as they may reasonably request; and

       

      7.1.4. Procure
        Consents. Until
        the
        Closing, take all reasonable steps required to obtain, prior
        to
        Closing, any and all third party consents required to permit the Acquisition
        and
        to
        preserve and maintain the Guangxi Huijie Assets, including the Guangxi Huijie
        Material
        Contracts, notwithstanding the change in control of Guangxi Huijie arising
        from
        the Acquisition.

       

      
        	 	
                7.2.

              	
                Authorization:
                  Guangxi
                  Huijie hereby agrees to authorize and direct any and all federal,
                  state, municipal, foreign and international governments and regulatory
                  authorities
                  having jurisdiction respecting Guangxi Huijie to release any and
                  all
                  information
                  in their possession respecting Guangxi Huijie to AgFeed. Guangxi
                  Huijie shall promptly execute and deliver to AgFeed any and all
                  consents
                  to the release of information and specific authorizations which
                  AgFeed
                  reasonably require to gain access to any and all such information.
                  Guangxi
                  Huijie Shareholders
                  hereby authorize Mr. Lin Deyuan to execute all certificates or
                  other
                  representations
                  required to complete the transactions contemplated by this
                  Agreement.

              


      

       


      
        
          
          

        

        
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                7.3.

              	
                Survival:
                  The
                  covenants set forth in this Article shall survive the Closing for
                  the
                  benefit of
                  AgFeed. 

              


      

       

      
        
          ARTICLE
            8.  CONDITIONS
            PRECEDENT IN FAVOR OF AGFEED

        

      

       

      
        	 	
                8.1.

              	
                Conditions
                  Precedent to Closing: The
                  obligations of AgFeed to
                  carry out the transactions contemplated hereby
                  are subject to the fulfillment of each of the following conditions
                  precedent on or before the Closing:

              


      

       

      8.1.1. all
        documents or copies of documents required to be executed and delivered to
        AgFeed
        hereunder will have been so executed and delivered;

       

      8.1.2. all
        of
        the terms, covenants and conditions of this Agreement to be complied with
        or
        performed by Guangxi Huijie or the Guangxi Huijie Shareholders at or prior
        to
the
        Closing will have been complied with or performed;

       

      8.1.3. title
        to
        the Guangxi Huijie Shares held by the Guangxi Huijie Shareholders and to
        the
        Guangxi Huijie Assets will be free and clear of all mortgages, liens, charges,
        pledges,
        security interests, encumbrances or other claims whatsoever, save and
except
        as
        disclosed herein, and the Guangxi Huijie Shares shall be duly transferred
        to
        AgFeed;

       

      8.1.4. subject
        to ARTICLE 9 hereof, there will not have occurred

       

      8.1.4.1. any
        material adverse change in the financial position or condition of Guangxi
        Huijie, its liabilities or the Guangxi Huijie Assets or any damage, loss
        or
        other
        change in circumstances materially and adversely affecting Guangxi Huijie,
        the
        Guangxi Huijie Business or the Guangxi Huijie Assets or Guangxi Huijie's
        right
        to carry on the Guangxi Huijie Business, other than changes in the ordinary
        course of business, none of which has been materially adverse, or

       

      8.1.4.1.1. any
        damage, destruction, loss or other event, including changes to any lawsor
        statutes applicable to Guangxi Huijieor the Guangxi Huijie Business(whether
        or
        not covered by insurance) materially and adversely affecting Guangxi Huijie,
        the
        Guangxi Huijie Business or the Guangxi Huijie Assets; and

       

      8.1.4.1.2. the
        transactions contemplated hereby shall have been approved by all regulatory
        authorities having jurisdiction over the subject matter hereof, if
        any.

       

      
        	 	
                8.2.

              	
                Waiver
                  by AgFeed: The
                  conditions precedent set out in the preceding section are inserted
                  for the
                  exclusive benefit of AgFeed and
                  any such condition may be waived in whole or in part
                  by AgFeed at or prior to
                  the Closing by delivering to Guangxi Huijie a written waiver to
                  that
                  effect signed by AgFeed.
                  In the event that the
                  conditions precedent set out in the preceding section are not satisfied
                  on
                  or before the Closing,
                  AgFeed shall be released
                  from all obligations under this
                  Agreement.

              


      

       


      
        
          
          

        

        
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          ARTICLE
            9.  CONDITIONS
            PRECEDENT IN FAVOR OF GUANGXI HUIJIE AND THE
            GUANGXI HUIJIE SHAREHOLDERS:

        

      

       

      
        	 	
                9.1.

              	
                Conditions
                  Precedent to Closing: The
                  obligations of Guangxi Huijie and the Guangxi
                  Huijie Shareholders to carry out the transactions contemplated
                  hereby are
                  subject
                  to the fulfillment of each of the following conditions precedent
                  on or
                  before the Closing:

              


      

       

      9.1.1. all
        documents or copies of documents required to be executed and delivered to
        Guangxi
        Huijie hereunder will have been so executed and delivered;

       

      9.1.2. all
        of
        the terms, covenants and conditions of this Agreement to be complied with
        or
        performed by AgFeed
        at or
        prior to the Closing will have been complied with or performed;

       

      9.1.3. the
        transactions contemplated hereby shall have been approved by all regulatory
        authorities having jurisdiction over the subject matter hereof, if any;
and

       

      
        	 	
                9.2.

              	
                Waiver
                  by Guangxi Huijie and the Guangxi Huijie Shareholders:
                  The
                  conditions precedent set out in the preceding section are inserted
                  for the
                  exclusive benefit of Guangxi
                  Huijie and the Guangxi Huijie Shareholders and any such condition
                  may be
                  waived
                  in whole or in part by Guangxi Huijie or the Guangxi Huijie Shareholders
                  at or prior
                  to the Closing by delivering to AgFeed a written waiver to that
                  effect
                  signed by Guangxi Huijie and the Guangxi Huijie Shareholders. In
                  the event
                  that the conditions precedent set out in the preceding section
                  are not
                  satisfied on or before the Closing, Guangxi Huijie and the Guangxi
                  Huijie Shareholders shall be released from all obligations under
                  this
                  Agreement.

              


      

       

      
        
          ARTICLE
            10.  NATURE
            OF CONDITIONS PRECEDENT: The
            conditions precedent set forth
            in
            this Agreement are conditions of completion of the transactions contemplated
            by
            this Agreement
            and are not conditions precedent to the existence of a binding
            agreement.

        

      

       

      
        
          ARTICLE
            11.  TERMINATION:
            Notwithstanding
            any provision herein to the contrary, if the Closing
            does not occur on or before January 31, 2007, this Agreement will be
            at an end
            and will have no further force or effect, unless otherwise agreed upon
            by the
            parties in writing.

        

      

       

      
        
          ARTICLE
            12.  CONFIDENTIALITY:
            Notwithstanding
            any provision herein to the contrary, the
            parties hereto agree that the existence and terms of this Agreement are
            confidential and that
            if
            this Agreement is terminated pursuant to the preceding section the parties
            agree
            to return
            to
            one another any and all financial, technical and business documents delivered
            to
            the other party or parties in connection with the negotiation and execution
            of
            this Agreement and shall
            keep the terms of this Agreement and all information and documents received
            from
Guangxi
            Huijie and AgFeed and the contents thereof confidential and not utilize
            nor
            reveal or release same, provided, however, that AgFeed will be required
            to
issue
            a
            news release regarding the execution and consummation of this Agreement
            and file
            a Current Report on Form 8-K with the Securities and Exchange Commission
            respecting the proposed
            Acquisition contemplated hereby together with such other documents as
            are
required
            to maintain the currency of AgFeed’s filings with the Securities and
Exchange
            Commission.

        

      


      
        
          
          

        

        
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          ARTICLE
            13.  Material
            Change in the Business of Guangxi Huijie: If
            any
            material loss or damage to
            the
            Guangxi Huijie Business occurs prior to Closing and such loss or damage,
            in
AgFeed'
            reasonable opinion, cannot be substantially repaired or replaced within
            sixty (60) days, AgFeed shall, within two (2) days following any such
            loss
            or
            damage, by notice in writing to Guangxi Huijie, at its option,
            either:

        

      

       

      
        	 	
                13.1.

              	
                terminate
                  this Agreement, in which case no party will be under any further
                  obligation
                  to any other party; or

              


      

       

      
        	 	
                13.2.

              	
                elect
                  to complete the Acquisition and the other transactions contemplated
                  hereby, in
                  which case the proceeds and the rights to receive the proceeds
                  of all
                  insurance covering
                  such loss or damage will, as a condition precedent to AgFeed's
                  obligations
                  to carry out the transactions contemplated hereby, be vested in
                  Guangxi
                  Huijie or otherwise adequately secured to the satisfaction of
                  AgFeed
                  on
                  or before the Closing Date.

              


      

       

      
        
          ARTICLE
            14.  CLOSING

        

      

       

      
        	 	
                14.1.

              	
                Closing:
                  The
                  Acquisition and the other transactions contemplated by this Agreement
                  will
                  be closed at the Place of Closing in accordance with the closing
                  procedure
                  set out in this
                  Article.

              


      

       

      
        	 	
                14.2.

              	
                Documents
                  to be Delivered by Guangxi Huijie: On
                  or before the Closing, Guangxi Huijie
                  and the Guangxi Huijie Shareholders will deliver or cause to be
                  delivered
                  to AgFeed
                  :

              


      

       

      14.2.1. the
        original or certified copies of the charter documents of Guangxi Huijie and
        all
corporate
        records documents and instruments of Guangxi Huijie, the corporate seal
of
        Guangxi Huijie and all books and accounts of Guangxi Huijie;

       

      14.2.2. all
        reasonable consents or approvals required to be obtained by Guangxi Huijie
        for
the
        purposes of completing the Acquisition and preserving and maintaining the
        interests
        of Guangxi Huijie under any and all Guangxi Huijie Material Contracts and
        in
        relation to Guangxi Huijie Assets;

       

      14.2.3. certified
        copies of such resolutions of the shareholders and directors of Guangxi Huijie
        as are required to be passed to authorize the execution, delivery and
        implementation of this Agreement;

       

      14.2.4. 
        an
        acknowledgement from Guangxi Huijie and the Guangxi Huijie Shareholders
of
        the
        satisfaction of the conditions precedent set forth in section 7.1
        hereof;

       

      14.2.5. the
        certificates or other evidence of ownership of the Guangxi Huijie Shares,
        together
        with such other documents or instruments required to effect transfer of
        ownership of the Guangxi Huijie Shares to AgFeed; and

       

      14.2.6. such
        other documents as AgFeed may reasonably require to give effect to
        the
        terms and intention of this Agreement.

       

      
        	 	
                14.3.

              	
                Documents
                  to be Delivered by AgFeed: On
                  or before the Closing, AgFeed shall
                  deliver or cause to be delivered to Guangxi Huijie and
                  the Guangxi Huijie Shareholders:

              


      

       

      14.3.1. the
        Purchase Price;


      
        
          
          

        

        
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      14.3.2. certified
        copies of such resolutions of the directors of AgFeed as are required
        to be passed to authorize the execution, delivery and implementation of this
        Agreement;

       

      14.3.3. an
        acknowledgement from AgFeed of the satisfaction of the conditions precedent
        set forth in section 8.1 hereof; and

       

      14.3.4. such
        other documents as Guangxi Huijie and the Guangxi Huijie Shareholders may
        reasonably require to give effect to the
        terms
        and intention of this Agreement.

       

      


      
        
          ARTICLE
            15.  GENERAL
            PROVISIONS

        

      

       

      
        	 	
                15.1.

              	
                Notice

              


      

       

      15.1.1. Method
        of Delivery: Any
        notice required or permitted to be given by any party will
        be
        deemed to be given when in writing and delivered to the address for notice
        of
        the
        intended recipient by personal delivery, prepaid single certified or registered
        mail,
        or
        telecopier. Any notice delivered by mail shall be deemed to have been received
        on the fourth business day after and excluding the date of mailing, except
        in
        the
        event of a disruption in regular postal service in which event such notice
        shall
be
        deemed
        to be delivered on the actual date of receipt. Any notice delivered personally
        or by telecopier shall be deemed to have been received on the actual date
        of
        delivery.

       

      15.1.2. Addresses
        for Service: The
        address for service of notice of each of the parties hereto is as
        follows:

       

      AgFeed:

      


      AgFeed
        Industries Inc. 

      1095
        Qing
        Lan Avenue, Economic and Technical Zone Nan
        Chang
        City, Jiangxi Province

      Attn:
        Mr.
        Li Songyan

      Phone:
        86-791-2189636

      Telecopier:
        86-791-2189858

      


      Guangxi
        Huijie

      Guangxi
        Huijie Sci. & Tech. Feed Co, Ltd

      South
        Zone

      
        
          Coastal
            Industrial Park

            Liangqing
              District, Nanning, Guangxi Province

          

        

      

      China
        

      Attn:
        Mr.
        Lin Deyuan

      Phone:86-771-4014802

      Telecopier:
        86-771-4014828

      


       

      15.1.3. Change
        of Address: Any
        party
        may, by notice to the other parties change its address
        for notice to some other address and will so change its address for notice
        whenever
        the existing address or notice ceases to be adequate for delivery by hand.
        A
        post
        office box may not be used as an address for service.


      
        
          
          

        

        
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                15.2.

              	
                Further
                  Assurances: Each
                  of the parties will execute and deliver such further and other
                  documents and do and perform such further and other acts as any
                  other
                  party may reasonably
                  require to carry out and give effect to the terms and intention
                  of this
                  Agreement.

              


      

       

      
        	 	
                15.3.

              	
                Time
                  of the Essence: Time
                  is expressly declared to be the essence of this
                  Agreement.

              


      

       

      
        	 	
                15.4.

              	
                Entire
                  Agreement: The
                  provisions contained herein constitute the entire agreement among
                  Guangxi
                  Huijie, the Guangxi Huijie Shareholders, and AgFeed respecting
                  the subject
                  matter hereof and supersede
                  all previous communications, representations and agreements, whether
                  verbal or
                  written, among Guangxi Huijie, the Guangxi Huijie Shareholders
                  and
                  AgFeed with respect to the subject matter hereof.

              


      

       

      
        	 	
                15.5.

              	
                Binding
                  Effect and Benefit: This
                  Agreement will enure to the benefit of and be binding
                  upon the parties hereto and their respective heirs, executors,
                  administrators, successors and permitted
                  assigns.

              


      

       

      
        	 	
                15.6.

              	
                Assignment:
                  This
                  Agreement is not assignable without the prior written consent of
                  the
                  parties
                  hereto.

              


      

       

      
        	 	
                15.7.

              	
                Counterparts:
                  This
                  Agreement may be executed in counterparts, each of which when executed
                  by
                  any party will be deemed to be an original and all of which counterparts
                  will together
                  constitute one and the same Agreement. Delivery of executed copies
                  of this
                  Agreement
                  by telecopier will constitute proper delivery, provided that originally
                  executed
                  counterparts are delivered to the parties within a reasonable time
                  thereafter.

              


      

       

      
        	 	
                15.8.

              	
                Applicable
                  Law: This
                  Agreement is subject to the laws of the People’s Republic of
                  China.

              


      

       

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      IN
        WITNESS WHEREOF
        the
        parties have executed this Agreement effective as of the day and year first
        above written.

      


      
        	
                AGFEED
                  INDUSTRIES, INC.

                 

                 

                 

                By:
                  /s/ Li Songyan

                Li
                  Songyan, Chairman

              	
                GUANGXI
                  HUIJIE SCI. & TECH. FEED CO, LTD.

                 

                 

                 

                By:/s/  Lin
                  Deyuan

                 Lin
                  Deyuan, Chairman

              


      

       


      
        
          
          

        

        
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      Schedule
        2.1

       

      SHAREHOLDERS
        OF GUANGXI HUIJIE SCI. & TECH. FEED CO, LTD.

       

      


      
        	
                Name
                  and Signature

              	
                Number
                  of Shares

              	
                Portion
                  of Purchase Price to be received

              
	
                Xiao
                  Penghua

                /s/
                  Xiao
                  Penghua                                              
                  

                 

              	
                1,515,000

              	
                RMB4,343,000

              
	
                Lin
                  Deyuan

                /s/
                  Lin
                  Deyuan                                                  
                  

                 

              	
                495,000

              	
                RMB1,419,000

                 

              
	
                Su
                  Hong

                /s/
                  Su
                  Hong                                                      
                  

                 

              	
                495,000

              	
                RMB1,419,000

                 

              
	
                Chen
                  Zeyi

                /s/
                  Chen
                  Zeyi                                                  
                  

                 

              	
                495,000

              	
                RMB1,419,000

              
	
                 

                _________________________________
                  

                 

              	 	 
	
                 

                ________________________________

                 

              	 	 
	
                 

                ________________________________
                  

                 

              	 	 
	
                 

                ________________________________
                  

                 

              	 	 


      

      



      
        
          
          

        

        
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      SCHEDULES



      
        	
                Schedule
                  1.1.5 

              	
                Guangxi
                  Huijie Accounts Payable and Liabilities 

              
	
                Schedule
                  1.1.6 

              	
                Guangxi
                  Huijie Accounts Receivable

              
	
                Schedule
                  1.1.8 

              	
                Guangxi
                  Huijie Bank Accounts

              
	
                Schedule
                  1.1.11

              	
                Guangxi
                  Huijie Debt to Related Parties

              
	
                Schedule
                  1.1.12 

              	
                Guangxi
                  Huijie Equipment

              
	
                Schedule
                  1.1.13

              	
                Guangxi
                  Huijie Financial Statements

              
	
                Schedule
                  1.1.15

              	
                Guangxi
                  Huijie Insurance Policies

              
	
                Schedule
                  1.1.17

              	
                Guangxi
                  Huijie Inventory

              
	
                Schedule
                  1.1.18

              	
                Guangxi
                  Huijie Material Contracts

              
	
                Schedule
                  1.1.19

              	
                Guangxi
                  Huijie Related Party Debt