Joint Development Agreement

This Joint Development  Agreement is made and entered into on August 31, 2001 in
Linze County, Gansu Province by and between:

Party A: Corn Research Institution of Li County in Hebei Province
Address:
Legal Representative:

Party B: Linze Origin Seed Technology Development Limited
Address: Bayi Rd, Linze County, Gansu Province
Legal representative: He Chengquan

For the purpose of  accelerating  the development and application of new variety
of corn,  and through  equal and  friendly  negotiation,  the parties  agreed as
follows:

                             Article One the Purpose

The parties  shall  jointly  develop  the Liyu No. 8, Li No.  168,  Liyu No.
15(1999),Li  No.  9918,etc.  new variety of corn which selected and grown by
Party A.

                             Article Two the Method

2.1  Party A  shall  provide  parent  seeds  and  other  relevant  technical
materials of Liyu No. 8, Li No. 168,  Liyu No.  15(1999),Li  No.  9918,etc.,
and be responsible to review and further improvement.

2.2 Party A shall be  responsible  to the training and  instruction  to the seed
production personnel from Party B.

                             Article Three Ownership

3.1 The possession of application right of variety and variety right is owned by
Party A, and Party A shall not  transfer  aforesaid  rights to any  Entities  or
persons other than Party B.

3.2 Provided that Party is terminated due to  dissolution  or other causes,  the
jointly  developed  application  right of variety  and  variety  right  shall be
transferred to Party B  automatically  without any costs,  only if Party B shall
not infract the right of  authorship  of breeder and other rights  incidental to
individuals.

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                  Article Four Responsibilities of Party A

4.1 Party A  licenses  Party B to have the  exclusive  use right of listed  four
varieties.  Without  Party B's  written  consent,  Party A shall not license the
right to any other party.

4.2 Party A shall not solely produce the jointly developed corn hybridized seed:
Part A shall follow the common sales policy of Party B.

4.3 Provided that the hybridized seed jointly  developed by both parties obtains
the new variety right of plant,  Party A shall be responsible for the payment of
annual fee in  accordance  with the  China's  policies,  to prevent  the earlier
termination of the protection term of new variety right.

                  Article Five Responsibilities of Party B

5.1 Party B shall be responsible for the (2)1/4uademonstration and promotion.

5.2 Party B shall be responsible  for the market  investigation,  planning,  and
shall decide and organize the implement of produce,  processing,  and sales etc.
of the parent propagation and hybridized seed.

                       Article Six Common Responsibilities

6.1 Both Parties shall neither  carry out any  corporation  or transfer with any
third  party nor help any  third  party on the  usage of all  jointly  developed
variety.

6.2 Both Parties shall strictly keep the all jointly  developed  parental seeds,
relevant technical materials and its business confidential.

6.3 Both Parties  hereby  guarantee  that the persons who execute this agreement
are the legal representatives or the authorized representatives of both Parties,
and they have authority to execute this agreement on behalf of both Parties.

6.4 Within the term of this agreement,  provided that both Parties find any fake
commodities of their  products or other conduct which infract their right,  they
have the  obligation  to notify each other and  actively  take action to prevent
such infraction.

                               Article Seven Costs

The costs  shall be  counted of 0.4 RMB for each  Kilogram  of  hybridized  seed
produced by Party B from Year 2001. The aforesaid settlement shall be made after
the  annual  hybridized  seed  distribution  season  (at the end of June of next
producing  year).  It shall be partially made properly ahead of schedule (at the
end of  March  of next  producing  year) if Party  A's  financing  operation  is
acceptable.  Party B shall notify Party A in respect of the material quantity of
production  and  distribution,   while  Party  A  shall  keep  such  information
confidential.

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                              Article Eight Remedy

Provided that other  individuals  will produce or distribute any hybridized seed
during and after the procedure of  application  of such variety right  (included
but not  limitied the term from the date issuing  notice of  preliminary  review
till the date  authorizing  variety right),  Party A shall transfer the right of
recovery  in writing to Party B, and grant Party B to recover the damages on its
own. The proceeds from recovery shall be equally  obtained by both Parties after
deducting necessary costs incurred to Party.

                       Article Nine Breach and Liabilities

Any default of any term of this  agreement  shall be a breach.  Breaching  Party
shall be liable for actual  economic  loss that the other Party incurs and shall
compensate the other Party for such loss.

                              Article Ten Amendment

Any amendment or supplement to this agreement shall be made in writing and shall
be an integral part of this agreement.

            Article Eleven Governing Law and Dispute Resolution

11.1 This  Agreement  shall be governed  and  protected  by laws of the People's
Republic of China.

11.2 The  Parties  shall  strive  to settle  any  dispute  arising  out of or in
connection  with  this  effectiveness,  interpretation  or  performance  of this
Agreement  through  friendly  consultations.  If no  settlement  can be  reached
through consultations within sixty (60) days after one Party notice such dispute
to the other, such dispute shall settled by the court with jurisdiction.  Unless
otherwise  determined by the court,  the  litigation  cost shall be borne by the
losing Party.

               Article Twelve Effectiveness and Miscellaneous

12.1 This agreement  shall become  effective upon its execution and seal by both
Parties.

12.2 This  agreement in written in two  originals  and each Party shall keep one
originals. Each original shall have the same legal validity and effect.

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12.3  Either  Party  shall  obtain a written  content  from the  other  Party to
terminate this Agreement.

12.4 Any other matters shall be revolved by the Parties through consultation.

12.5 This Agreement shall be formally  executed on the date written on the first
page in Linzi County, Gansu Province.

Party A: Corn Research Institution of Li County in Hebei Province
Legal Representative: Zhao Jinlin

Party B: Linze Origin Seed Technology Development Limited
Legal representative: He Chengquan

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                          Technology Transfer Agreement

Yuyu No. 22 (Original name: Yudan No. 8703), a new variety of corn gown by Henan
Agriculture  University has been approved by the Henan Variety  Examination  and
Approval Committee,  and has been demonstrated in Henan Province, Gansu Province
and Shan'xi Province. Compared with other varieties which are highly promoted at
local areas, it has a distinct advantage on production increase. For the purpose
of promoting  such  variety,  After  friendly  negotiations,  Henan  Agriculture
University (Party A) and Beijing Origin Seed Limited (Party B) has entetred into
the following agreements:

I. Right, Responsibilities and Obligations of Party A:

1. Intellectual  Property of this variety and parent  breeding shall be owned by
   Party A.

2. Party A shall be  responsible  to notify  this  variety  and  accomplish  the
   National reviewing process by 2000.

3. Party A agrees  that Party B shall have the right of  producing  and right of
   distribution,  and parental  propagation  right of production of this variety
   from 1998i(pound)

4. Party A shall  assist  Party B on  building  demonstration  base in the areas
   which are  suitable for the growth  within or outside the  territory of Henan
   Province, and exploiting the seed market.

5. Party A shall be responsible to provide the technical materials and technical
   instruction of planting of seed production and hybridized seed.

6. Party shall supervise the seed quality and planting area of this variety.

7. Party A  shall  accomplish  the New  Plant  Variety  Protection  Notification
   process of this variety.

II. Right, Responsibilities and Obligations of Party B:

1. Party  B shall  obtain  the  parental  propagation  right  of  production  of
   hybridized  seed and  distribution  right of Yuyu No. 22 by way of payment of
   technology licensing fee.

2. Method of payment of technology  licensing fee: Party B shall notify to Party
   A the seed production area of Yuyu No.22 according to the facts by the end of
   July every year,  and make the payment of  technology  licensing fee by 20RMB
   each Mu (a unit  of  area)  ofseed  production  area by the end of  December.
   Provided that Party A has any demurrer regarding the seed production area, it
   may conduct a spot-test or inspection of aniseed production area at any time,
   Party shall actively cooperate.

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3. Party B shall be fully  responsible for the production of hybridized seed and
   the parental  propagation  right of production,  and guarantee the quality of
   seed to ensure interests of seed user, and reputation of variety.

4. Party B shall  endeavor to support the technical  development  of Party A and
   provide necessary sponsorship.

5. Party B shall respect and maintain  intellectual  property of new variety and
   its parental  selection and breeding of Party A. Party B shall  guarantee the
   propagation of Yuyu No.22 parental  inbredline is only used for producing the
   hybridized seed of Yuyu No.22. Party B shall use one of the parental group to
   mate other hybridized  seeds.  Both Parties shall enter into other agreements
   to stipulate the charge of using and detailed rules.

III. Breach and Liabilities

1. Both Parties shall jointly maintain the intellectual  property of new variety
   and its parental and all terms  stipulated in this agreement.  Any default of
   any term of this  agreement by either Party shall be a breach.  Non-Breaching
   Party shall be entitled to the remedy of economic damages.

2. This agreement shall become effective upon its execution by both Parties. Any
   other  matters  shall be revolved by the both Parties  through  consultation.
   This  agreement  shall  have two  originals  and each  Party  shall  keep one
   original.

Party A: Henan Agriculture University
Legal Representative:

Party B:Beijing Origin Seed Limited
Legal Representative:

                                                               February 28, 1998

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       Agreement on the Joint Development of Cross Bred Corn E Yu 10

Party A: HUBEI PROVINCE SHIYAN AGRICULTURE SCIENCES INSTITUTE

Party B: BEIJING ORIGIN SEED LIMITED

WHEREAS,

The  Agreement on the Joint  Development  of New Cross Bred Corn E Yu 10 between
Party A and  Party  B was  expired  on  December  31,2004.  Based  on the  prior
cooperation,  after  friendly  negotiations,  with respect to the further  joint
development  of E Yu 10 ("this  Variety"),  Party A and Party B hereby  agree as
follows:

Article 1.  Implementary Method and Sales of this Variety

1.1   Besides  Party A has the right to produce and sale this  Variety,  Party A
      licenses  Party B the right to produce and sale E Yu 10. Party A shall not
      license the right to produce and sale this Variety to any other party.

1.2   The  implementary  method  adopted  by the  parties  for this  Variety  as
      follows:  To  produce  directly  by  themselves  (including  their  branch
      offices)  or to  appoint a  producing  entity to produce  this  Variety on
      behalf of the parties;  in the event of  appointing a producing  entity to
      produce this Variety, and shall not permit the producing entity to produce
      this Variety on behalf of itself.

      In the event of sales this  Variety,  shall sale on behalf of the  parties
      and/or by their trademark or package, and shall not permit any other party
      to sale  this  Variety  on behalf of  itself  and/or by its  trademark  or
      package.

      The  activity  that any other  entity or  individual  resale this  Variety
      purchased from Party A or Party B shall be treated as the daily  operating
      activity of Party A or Party B.

1.3   Party A and Party B carry their marketing  development  activities through
      their own sales  channels and in the Variety names "E Yu 10" and "Lin Ao 4
      (E Yu 10)" respectively.

      "Their own sales channels" in this provision refers to the parties' direct
      sales or producing,  processing and packaging  this Variety's  productions
      and providing to their distributors directly. The first level distributors
      of the parties can sale their purchased seeds through their own channel.

1.4   For the purpose of regulating  the market  operation and  maintaining  the
      market system, the parties agree to call a meeting for coordinating market
      before annual market start-up  (October 10), by this means to agree on the
      sales price and channel and supervise each other to implement.

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Article  2.  Upholding  the  Rights  and  Cracking  down  on  Counterfeiting
Offenses

2.1   Both parties have the responsibilities of upholding the right and cracking
      down on counterfeiting offenses to this Variety.

2.2   Party A grant  Party B to carry on the  responsibility  of  upholding  the
      rights  and  cracking  down on  counterfeiting  offenses  over  the  whole
      country's  producing  bases  (including  parental  propagation,  producing
      seeds);  this Agreement  could be presented to  enforcement  office as the
      proof  of  Party  B's   upholding   the  rights  and   cracking   down  on
      counterfeiting offenses;

      Party A carries on the responsibility of upholding the rights and cracking
      down on counterfeiting offenses over the whole country's sales market; All
      cases of  infringements of producing right detected by each party shall be
      delivered  to Party B, and all cased of  infringements  of sales  right or
      counterfeits shall be delivered to Party A; Both parties shall settle down
      their  responsible cases (The standard for cracking down on counterfeiting
      offenses over the producing bases is neither entering markets nor entering
      litigation  process;  the  standard for  cracking  down on  counterfeiting
      offenses  over the sales market is not to sale this Variety any more);  in
      the event that the full  efforts are not applied to  upholding  the rights
      and cracking  down on  counterfeiting  offenses,  this party shall pay the
      other party 10,000 RMB for each time's damage.

2.3   the cost of  upholding  the rights  and  cracking  down on  counterfeiting
      offenses and the beneficial interest shall refer to the principle of " who
      is the  party to  uphold  the  rights  and  crack  down on  counterfeiting
      offenses, it is the party to attribute it, then it is the beneficiary".

2.4   In all activities of upholding rights and cracking down on  counterfeiting
      offenses, both parties shall act in the interests of both parties, support
      each  other,  assistant  each other and ensure  the  succeed of  upholding
      rights and cracking down on counterfeiting offenses.

Article 3.   Producing seeds

3.1   In the term of this Agreement,  Party B shall take the full responsibility
      of the  reproducing  of  Party  B  self-used  parental  inbredline  seeds,
      however, in accordance with the second year's dosage of production,  Party
      B shall pay the parental fee (8 RMB/Kg) to Party A;

3.2   Party B shall reproduce parentalal  inbredline on behalf of Party A, Party
      A pay Party B the cost of parental inbredline.

3.3   In the term of this  Agreement,  the cross bred seed of this Variety shall
      be produced by Party B and guarantee the qualification of the seeds.

3.3   Both  parties  shall  hold a meeting  for  producing  coordination  before
      February  10 every  year,  They shall  report and  confirm  the Cross Bred
      Seed's  Production Plan  respectively,  propose the following  year's seed
      production plan and the required quantity of parental seeds plan.

Article 4.   The Charge for Using This Variety

4.1   Party B shall pay the charge for using this  Variety on time;  in the term
      of this Agreement both parties shall enjoy the right of using this Variety
      equally;

4.2   The charge for using this Variety shall base on the sales revenue upon the
      rate of 0.65 RMB/ Kg.

<PAGE>

4.3   Once every year's sales is closed,  Party B shall report the quantity sold
      and the  quantity  of  parental  seeds used in the last year to Party a in
      writing,  and after  Party A confirm it in writing,  all payment  shall be
      paid in 7 working days.

4.4   Party B shall report Party A the actual area for parental  propagation and
      producing  seeds; at the same time Party A can inspect the production area
      and quantity of sales and Party B shall fully cooperate with Party A.

Article 5.   Liabilities for Breach of this Agreement

5.1   Party A guarantee that it will not license the right of using this Variety
      to any third party, otherwise Party A will afford the direct economic loss
      and  receivable  benefit's  loss to Party B; the  formula  for  receivable
      benefit is: other  party's  quantity of  production or quantity of sales X
      half a kilogram of this Variety's sales revenue of Party B.

5.2   Party B shall fully pay the using fee of this  Variety to Party that it is
      due to pay, and the fine for delaying payment to Party A is 0.5 percentage
      of the amount per day.

Article 6.    Miscellaneous

6.1   Both  parties  shall keep  confidential  to their  knowledge  of the other
      party's trade  secrets such as production  plan and market launch for this
      Variety and its parental autocopulation.

6.2   The period of validity of this  Agreement is three  operating  year, it is
      from January 10, 2005 to January 10, 2008 (the actual period for implement
      of this Agreement is until the seeds produced in 2007 be sold out).

6.3   Any other matters shall be revolved by the Parties through consultation.

6.4   This  Agreement  includes  four  counterparts  and each party holds two of
      them, and all of them will be effective on the executive date.

Party A:
Legal Representative
Date

Party B
Legal Representative
Date