EXHIBIT 4.45


SECURITY
        002
 
 **Mortgage
        Agreement**
 
 File
        Number: No,025 Year 2007 Zi 123010
  Guarantor
        (hereinafter referred to as “Party A”): Beijing
        Origin Seed Limited.
  Domicile:
        Zhongguancun Developement Plaza, 12 Shangdi Xinxi Road, Haidian District,
        Beijing
  Postal
        Code: 100085
 Legal
        Representative (person in charge): Gengchen Han
 Telephone:
        58907520
 Fax:
        58907520
  Lender
        (hereinafter referred to as “Party B”): China
        Construction Bank Corporation Beijing Shangdi Sub-Branch
  Domicile:
        No.28 Shangdi Xinxi Road, Haidian District, Beijing, China
        Construction Bank
  Postal
        Code: 100085
  Legal
        Representative (person in charge): Qi Xue
  Telephone:
        62967190
  Fax:
        62967190
  1
  In
        order
        to ensure the execution of the “Renminbi Capital Loan Contract” (hereinafter
        referred to as the “Master Contract”, contract no.: No.025
        Year 2007 Zi 123010 )
        between Beijing
        Origin Seed Limited. (hereinafter referred to as the “Master Contract Debtor”) and Party B, Party A
        agrees to provide mortgage to secure all the lender’s right under the Master
        Contract. According to relevant laws, regulations and rules, Party A and
        Party
        B, upon negotiation, enter into this Contract for their mutual compliance
        and
        performance.
  **Article
        1 Collateral**
  1.
        Party
        A creates a mortgage on the property described in the “Collateral Schedule”
provided in this Contract.
  2.
        Party
        A shall not refuse to bear the mortgage liability, if the certificate of
        encumbrance and other right certificates with respect to the collateral updates,
        which cause the inconsistency between the “Collateral Schedule”, or other right
        certificates (encumbrance) Party B held or the certificate of encumbrance
        and
        the foresaid new certificate of encumbrance, original mortgage registration
        document.
  3.
        Party
        A shall go though the necessary procedures of mortgage registration as Party
        B
        required, where the additional Collateral because of adhering, mixing,
        processing, rebuilding will be the new part of mortgage for Party B’s creditors’
right, unless otherwise as provided in laws or in the agreement between both
        parties.
  4.
        Party
        A shall provide a new security as Party B required, if the Collateral has
        been
        or maybe shrunk in value, which impact Party B realizing its creditors’
right.
  **Article
        2 Scope of Security**
  The
        scope
        of the security hereof shall be 1 as
        follows:
  1.
        All
        debt set forth in the Master Contract, including but not limited, all of
        principal, interests(including compound interest and penalty interest), damages,
        compensation, any other amount paid to Party B by the debtor(including but
        not
        limited, related charges, telecommunication fees, incidental expenses, related
        bank charges refused to bear by the foreign beneficiary), fees of Party B
        realizing its creditor’ right and securities(including but not limited, fees of
        lawsuit, arbitration, property safekeeping, traveling, executing, evaluation,
        auction, notarization, delivery, bulletin and lawyer service etc.)
  2.
        The
        principal(say)RMB FIFTY-ONE MILLION set
        forth
        in the Master Contract, and interests(including compound interest and penalty
        interest), damages, compensation, any other amount paid to Party B by the
        debtor(including but not limited, related charges, telecommunication fees,
        incidental expenses, related bank charges refused to bear by the foreign
        beneficiary), fees of Party B realizing its creditor’ right and
        securities(including but not limited, fees of lawsuit, arbitration, property
        safekeeping, traveling, executing, evaluation, auction, notarization, delivery,
        bulletin and lawyer service etc.)
  **Article
        3 Register of Collateral**
  Both
        Parties shall complete the registration of the collateral with appropriate
        registration department within 5 business days upon the execution of this
        Contract. Party A shall, as of the date of this Contract, submit to Party
        B the
        certificate of encumbrance, original mortgage registration document and other
        right certificates with respect to the collateral.
  **Article
        4 Modification of Master Contract**
  1.
        If the
        articles of the Master Contract is modified by the agreement between both
        parties(including but not limited the modification of currency for repaying,
        mode of repaying, loan account, repayment account, plan of using the money,
        plan
        of repaying the money, interests rising date, interests settling date, starting
        date or ending date of the term of the debt if the foresaid term is not
        extended), Party A agrees to bear the guarantee of joint and several liability
        for the debt of the changed Master Contract.
  
  However,
        except Party A agrees in advance, if the term of the debt is extended or
        the
        amount of the principal is increased by the agreement between both parties,
        Party A shall only bear the guarantee of joint and several liability for
        the
        debt of the former Master Contract.
  2.
        Party
        A’s guarantee liability shall not be reduced or exempted because of the
        follows:
  (1)
        Party
        B or the debtor happens to be reform of the system, merge, acquisition,
        division, decreasing or increasing capital, association, changing company’s
        name;
  (2)
        Party
        B consigns the third party to fulfill the obligations as provided in the
        Master
        Contract.
  3.
        If the
        creditor’s right of the Master Contract is transferred to the third party, Party
        A shall assist Party B and the third party to go through procedures of changing
        registration of the mortgage as provided in laws.
  4.
        In
        case of the pending invalidation, invalidation, revoking, relief of the debt
        and
        creditor’s right of the Master Contract, Party A shall still bear the guarantee
        of joint and several liability for the debt as provided in the Master
        Contract.
  **Article
        5 Possession and safekeeping of the Collateral**
  1.
        Party
        A shall possess, safekeep and maintain the collateral appropriately, fair
        use
        the collateral, keep the collateral intact, pay any taxes with respect to
        the
        collateral. Party B has right to check the collateral, and require the original
        certificate of encumbrance for safekeeping.
  2.
        Party
        A shall tell the third party about the encumbrance of Party B, if Party A
        does
        consign or agree third party to possess, safekeep and use the collateral,
        shall
        ask to keep the collateral intact, accept Party B’s supervision of the
        collateral and shall hinder Party B realizing its encumbrance. Party A’s
        obligations shall not be reduced and exempted, and meanwhile be responsible
        for
        the third party’s action.
  3.
        Party
        A shall bear the compensations, if it causes to be injury or damage by the
        collateral. Party B has right to ask for the recovery from Party A, if Party
        B
        bear the liability and pay the compensations.
  **Article
        6 Insurance of the collateral**
  1.
        Party
        A shall take a property insurance for the collateral with such insurance
        type,
        insured period and insured amount as designated by Party B and required by
        relevant laws, except otherwise as provided in agreement by both parties.
        The
        insurer shall have legal qualification and good credit.
  2.
        The
        insurance policy shall be identified that Party B is the preferred payee
        (i.e.,
        the first beneficiary) of the insurance; the modification of the insurance
        policy shall be attached Party B’s written consent; In case of insurance
        accident, the insurer shall directly remit the insurance indemnity to an
        account
        designated by Party B. If the collateral has been insured already without
        identifying the foresaid content, the insurance policy shall be changed and
        identified correspondingly.
  3.
        Party
        A shall confirm the insurance effective continuously, and shall not make
        the
        insurance to be interrupted, removed, invalid with any excuse, or make the
        insurer reducing and exempting its own liability of compensation or changing
        the
        insurance policy without Party B’s consent. If the insured period is ending, and
        the debt secured by Party A is not repaid, Party A shall continue the insurance,
        and the insured period shall be extended correspondingly.
  4.
        Party
        A shall deliver the original insurance policy to Party B within 30 business
        days commencing from the execution date of this contract (or the date of
        continuing the insurance), and obligate the relevant necessary documents
        of
        claim for compensation and transfer of insurance interest and
        right.
  5.
        As to
        the insurance compensations of the collateral, Party B has right to choose
        the
        follows to dispose, Party A shall assist to go through the relevant
        procedures:
  (1)
        upon
        Party B’s consent, to repair the collateral, and to recover the value of the
        collateral;
  
  (2)
        to
        repay or early repay the principal and interest and other relevant fees of
        the
        Master Contract;
  (3)
        to
        provide the pledge for the debt of the Master Contract
  (4)
        upon
        providing the new security as Party B required, Party A shall dispose with
        freedom.
  **Article
        7 Limitation of Party A disposing of the collateral**
  1.
        Party
        A shall not dispose of the collateral in any mode, including but not limited
        abandonment, leasing, donation, transfer, capital contribution, overlap
        security, movement, reform for commonweal purpose, and adhering, rebuilding,
        dividing from other property without Party B’s written consent.
  2.
        Upon
        Party B’s written consent, the consideration and the other amounts of Party A
        disposing of the collateral shall deposit into the designated account. Party
        B
        has right to choose any mode as provided in the Article 6 paragraph 5 item
        (2)
        to (4) to dispose of the collateral, Party A shall assist to go through the
        relevant procedures.
  **Article
        8 The third party interference**
  1.
        If the
        collateral is of collection, confiscation, backout, seizure, withdraw in
        gratis,
        or of seal-up, freeze, detain, supervision, lien, auction, force possession,
        destroy by third party, Party A shall notify Party B as soon as possible,
        and
        take actions to deter, exclude, or remedy, to avoid increasing the loss;
        If
        Party B requires, Party A shall provide a new security as Party B
        required.
  2.
        If the
        collateral happens to be the foresaid circumstances, the remain of the
        collateral shall still be the mortgage of the debt. The compensations and
        damages Party A got because of the foresaid reasons shall be deposited into
        the
        designated account. Party B has right to choose any mode as provided in the
        Article 6 paragraph 5 item (1) to (4) to dispose of the collateral, Party
        A
        shall assist to go through the relevant procedures.
  **Article
        8 The realizing of mortgage**
  1.
        Party
        B has right to deposit of the collateral, if the debtor does not fulfill
        the
        mature debt of the Master Contract or the debt announced to be mature early,
        or
        breach the other terms as provided in the Master Contract.
  2.
        The
        value of the collateral recorded in the “Collateral Schedule” or as provided
        (hereafter as “interim value”), no matter whether recorded in the register of
        the competent authorities or not, shall not be the final value. The final
        value
        shall be the net value that the consideration Party B disposing of the
        collateral deduct taxes.
  If
        the
        debt is repaid by the collateral, the foresaid interim value shall not be
        the
        accordance, at the time the value of the collateral shall be fixed based
        on the
        agreement between both parties or the fair evaluation in laws.
  3. The
        consideration Party B disposed of the collateral, after paying the fees of
        selling and auctioning (including but not limited fees of safekeeping,
        evaluation, auction, transfer, assignment of state-owned land use right),
        shall
        be preferred repaid the debt of the Master Contract, the remnant shall be
        backed
        to Party A.
  4.
        Party
        B may apply the mandatory of Party A’s property besides the collateral without
        consideration of surrender of the encumbrance or disposal of the collateral
        first, if the Party A is the debt as same.
  5.
        Party
        A shall not take any mode to interfere Party B realizing the encumbrance
        (nonfeasance or feasance).
  6. Party
        A’s
        guarantee liability hereunder shall not be reduced and exempted, no matter
        whether the debt of the Master Contract to Party B is supported by other
        securities (including but not limited, Guarantee, Mortgage, Pledge, Credit
        Insurance, SBLC etc.), no matter when the foresaid securities is started,
        whether effective or not, whether Party B has claimed to other guarantors
        or
        not, and whether the third party agree to bear the whole and part of the
        debt of
        the Master Contract or not, and whether the other securities are provided
        by the
        debtor itself, Party B has right to ask Party A bear the guarantee liability
        in
        the scope of the guarantee in the Master Contract, Party A shall not give
        any
        objection.
  
  7. If
        Party
        A only provides guarantee for the part of the debt of the Master Contract,
        then
        Party A agrees, if any, because of the repayment from the debtor, Party B
        realizing other security right or any other reasons causing the debt of the
        Master Contract to be settled in part, Party A shall still bear the guarantee
        liability for the remain debt in the scope of the guarantee of the Master
        Contract.
  8.
        If
        Party A only provides guarantee for the partial debt of the Master Contract,
        and
        the debt of the Master Contract is still not repaid wholly after the guarantee
        is made, then Party A promises, to claim the subrogation to the debtor or
        other
        guarantors, which will not hurt party B’s interests, and agrees the debt of the
        Master Contract shall be settled prior to Party A realizing the subrogation
        of
        its own
  Specifically,
        before the debt of Party B is settled wholly:
  (1)
        Party
        A agrees, not to claim the subrogation of the debtor or other security; in
        case
        of any reason, Party A realizes the foresaid right, then Party A shall use
        the
        money to repay the debt not settled first;
  (2)
        If
        the debt is supported with security in property, Party A agrees not to perform
        the subrogation or others to claim the collateral or the money of the disposal,
        Party A shall use the money to repay the debt not settled first;
  (3)
        If
        the debtor or other security provides countersecurity
        for Party A, then Party A shall use the money from the foresaid countersecurity
        to repay
        the debt not settled first;
  9.
        If the
        Master Contract is not executed, uneffect, invalid, partial invalid or be
        revoked, be dissolution, and Party A is not the debtor hereunder, then Party
        A
        shall bear the joint and several liability in scope of the security
  10.
        Party
        A has been aware of the risk of the foreign exchange rate. If Party B adjusts
        the interest rate, mode of interest calculation and settlement in accordance
        with the policy of the interest rate and the Master Contract, which causes
        the
        debtor repaying more interest, penalty interest, compound interest, then
        Party A
        shall bear the guarantee liability for the additional part.
  11. Except
        the debt of the Master Contract, if the debtor bear the other mature debt
        to
        Party B, then Party B has right to transfer and deduct any amount in any
        currency from the account opened by the debtor at China Construction Bank’s
        system to repay any mature debt first, and Party A’s guarantee liability shall
        not be reduced and exempted.
  **Article
        10** **Liability
        for Breach**
  1.
        Party
        A’s liability for breach
  (1)
        If
        Party A breaches any condition or provides any false, mistaken, omitted
        statement against the guarantee items, Party B has right to take actions
        of one
        or several as follows:
  i.
        ask
        Party A to correct the breach in certain time,
  ii
        ask
        party A to provide a new security
  iii
        ask
        Party A for the compensations
  iv
        dispose of the collateral
  v
        other
        remedy permitted in laws
  (2)
        Party
        B has right to choose any mode as provided in the Article 6 paragraph 5 item
        (2
        to (4) to dispose of the collateral, Party A shall assist to go through the
        relevant procedures.
  (3)
        If
        the encumbrance
        is not valid, the collateral value shrinks in value, Party B does not realize
        its encumbrance enough and in time, and Party A is not the debtor hereunder,
        then Party B has right to ask Party A to bear the joint and several liability
        in
        scope of the security
  
  2 Party
        A’s liability for breach
  I f
        Party B
        loses the certificate of the encumbrance from Party A; or after the debt
        of the
        Master Contract has repaid, Party B does not return the certificate of the
        encumbrance immediately or not assist to go through the procedures of canceling
        the mortgage registration after Party B applying, Party A has right to take
        actions of one or several as follows:
  (1)
              ask
                  Party B to bear the fees for filing a new certificate of
                  encumbrance
 (2)
              ask
                  Party B to return the certificate of encumbrance, or assist to
                  cancel the
                  mortgage registration
  **Article
        11 Other matters agreed**
  1.
        Burden
        of the Expenses and Fees
  Party
        A
        shall bear the Expenses and Fees hereunder and regarding the security hereunder
        of lawyer service, insurance, evaluation, registration, safekeeping, appraisal,
        and notarization and so on, except otherwise agreed between both
        parties.
  2. Transfer
        of the payable money
  As
        to all
        Party A’s payable money hereunder, Party B has right to transfer the money in
        currency of RMB or any others in Party A’s account opening at CCB without
        informing Party A in advance. Party A shall be obligated to assist Party
        B to go
        through the procedures of settling and selling foreign exchange or purchasing
        and selling foreign exchange if any, Party A shall bear the risk of foreign
        exchange rate.
  3. Use
        of
        Party A’s Information
  Party
        A
        agrees, Party B apply to the People’s Bank of China and its competent department
        of credit for approval of setting up a credit data-base, or to relevant
        authorities and departments for searching Party A’s credit; Party B provides
        Party A’s information for the credit data-base approved by the People’s Bank of
        China and its competent department of credit, and fair use and disclose Party
        A’s information as Party B’s business required.
  4.
        Public
        Notification for Urging Repayment
  Upon
        the
        occurrence of delay of repaying the principal and interest or any of the
        events
        of default set forth hereunder, Party B has right to report to the competent
        authorities and department, and has right to report to mess media.
  5.
        Evidential Force of Party B’s Record
  It
        shall
        be composed of certain evidences effectively proofing the creditor’s right
        relations between both parties that Party B’s internal financial record of
        principal, interests, fees and repaying record, and Bill and Voucher executed
        and kept by Party B regarding Party A’s drawings, repaying, repayment of
        interests, and Record and Voucher Party B urging the loan, unless otherwise
        there will be believable and assured opposite evidences.
  6.
        Some
        Rights Reserved
  Party
        B’s
        right hereunder shall not impact and exclude any right Party B entitled by
        laws
        and regulations and other contracts. It shall not deem to be surrender of
        right
        and interests hereunder or permission of breach of the contract if any
        tolerance, period grace, preference of breach of contract or delay performing
        the right hereunder. It shall not limit, hinder, and obstruct to perform
        ahead
        the foresaid right and other right. So it shall not cause Party B being
        responsible for Party A as well.
  If
        Party
        B does not perform or delay to perform any right or not use the remedy enough
        of
        the Master Contract, Party A’s guarantee liability shall not be reduced and
        exempted, but if Party B reduces and exempts the debt, Party A’s guarantee
        liability shall be reduced and exempted correspondingly.
  
  7.
        If
        Party A happens to be division, dissolution, bankruptcy, revoked, canceled
        the
        industrial and business reiteration, revoked the license, or the collateral
        happens to be destroyed, lost, damaged, out of control, or the certificate
        happens to be in dispute or canceled, Party A shall notify Party B
        immediately.
  8. Dissolution
        or bankruptcy of the debtor
  After
        learning of dissolution or bankruptcy of the debtor, Party A shall notify
        Party
        B to apply for its creditor’s right, and meanwhile engage in the procedures of
        dissolution or bankruptcy immediately, and perform the subrogation
        in advance. If Party A does know and shall know the debtor engaging in the
        procedures of dissolution or bankruptcy, but not perform the subrogation
        in advance, Party A shall bear the loss.
  In
        spite
        of paragraph 5 item 2 in this article, in the course of the bankruptcy, if
        Party
        B enters into a compromise agreement with the debtor, or agree the plan of
        recombination, Party B’s right hereunder shall not be impaired by the agreement
        and the plan, Party A’s guarantee liability shall not be reduced and exempted.
        The agreement and the plan of Party A shall not be against Party B’s claim. As
        to the remain payable debt because of the concession to the debtor made by
        Party
        B in the agreement and the plan, Party B has right still to ask Party A to
        repay
        in the future.
  9. Party
        A’s
        dissolution or bankruptcy
  Party
        B
        has right to engage in the liquidation and bankruptcy of Party A and apply
        for a
        claim, if Party A happens to be in liquidation and bankruptcy, the creditor’s
        right is still not mature in the Master Contract if any.
  10.
        Party
        A shall give a written notice to Party B as soon as possible, if Party B’s mail
        address or contact is changed, otherwise Party A shall bear the loss because
        of
        the failure of the foresaid notice.
  11.
        Other
        Matters Agreed
  [intentionally
        left blank]
  [intentionally
        left blank]
  12. Settlement
        of Dispute
  Any
        dispute arising from the performance of this Contract may be settled through
        negotiation. If no settlement could be reached, the dispute shall be dealt
        with
        according to (1) below:
  (1)
              to
                  bring a lawsuit at the People’s Court where Party B’s domicile is located;
                  or
   (2)
              to
                  submit the dispute to[intentionally
                  left blank]Arbitration Commission (the place of arbitration is[intentionally
                  left blank])
                  for arbitration according to its arbitration rules then effective
                  at the
                  time of submission. The arbitration award shall be final and binding
                  on
                  the two Parties.
  13. Effectiveness
        of this Contract
  This
        Contract shall become effective after it is signed by Party A’s legal
        representative (person in charge) or authorized representative and stamped
        with
        its corporate seal and signed by Party B’s person in charge or authorized
        representative and stamped with its corporate seal.
  14. This
        Contract shall be made in five counterparts.
  
  **Article
        12** **Collateral
        Schedule**
  **The** **Collateral
        Schedule hereof is as follows:**
 
 **Collateral
        Schedule**
 
 Name
                  of the Collateral
              
              Title
                  Certificate and No.
              
              Domicile
              
              Acreage
                  or amount
              
              Assessed
                  Value of the Collateral (yuan)
              
              Amount
                  of Mortgage Created for Other Creditor’s Right
                (yuan)
              
              RemarksPlot
                  No. 20 in the Life Science Park of Zhongguancun (land-use right)
                  and
                  buuilding
              
              Jing
                  Chang Guo Yong ( 2004 )Zi No.054
              
              Life
                  Science Park of Zhongguancun
              
              10100
              
              51million
              
              0
  **Article
        1** **3
        Party A’s statement and r** **epresentations**
  1.
        Party
        A is fully aware of Party B’s business scope and scope of
        authority.
  2.
        Party
        A has perused each clause in this Contract. As requested by Party A, Party
        B has
        explained correspondingly clauses in this Contract. Party A is fully aware
        of
        and understands the meaning and corresponding legal consequences of each
        clause
        in this Contract.
  3.
        Party
        A shall execute and fulfill the obligation hereunder in accordance with laws,
        regulations, rules and company charter or internal organizational documents,
        as
        well as obtain the approval of the internal competent department of company
        or
        the national competent authorities.
  4. Party
        A
        confirms it has been f ully
        aware of the assets, debt, operation, credit, honor of the debtor, whether
        it
        has capacity and limitation of executing the Master Contract or not, and
        all of
        the content of the Master Contract.
  5.
        Party
        A shall be entitled with property and disposal of the collateral by laws,
        the
        collateral is not commonweal facilities, or the property prohibited to business
        and transfer, not engage in any dispute of the ownership.
  6.
        There
        is not other part owner of the collateral, or the mortgage shall be consented
        by
        other part owners in writing if any.
  7.
        There
        is not any flaw or burden shall be notified to Party B in a written, including
        but not limited the collateral might be prohibited, be sealed up, be detained,
        be leased, be lien, or might fail to pay the purchasing money, maintenance
        fees,
        building money, national taxes, assignment of land use right, compensations
        etc.
        or might be secured for the third party.
  8.
        All
        relevant materials and information regarding the collateral Party A provides
        to
        Party B shall be actual and lawful, accurate and integrity.
  9.
        The
        mortgage provided by Party A hereunder shall not damage any third
        party ’s
        lawful
        interests, and not breach any obligation of Party A as provided hereunder
        or in
        laws.
  Party
        A
        (corporate seal): Beijing Origin Seed Limited
  Legal
        representative (person in charge) or authorized representative (signature):
  /s/
        Gengchen Han
  ***/s/
        CORPORATE SEAL***
  November
        18, 2007
  
  Party
        B
        (corporate seal): China Construction Bank Corporation Beijing Shangdi
        Sub-Branch
  Legal
        representative (person in charge) or authorized representative (signature):
  /s/
        Qi
        Xue
  ***/s/
        CORPORATE SEAL***
  November
        18, 2007