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.6/Liao  No.1, 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: /s/ Zhao Jinlin

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