EXHIBIT
      4.16


**Equity** **Transfer Agreement**





This
      Equity Transfer Agreement (the “Agreement”) is made by and between the following
      parties in Beijing as of January 16 th 2006.





Transferor:


Legal
      Representative:


Address:





Transferee:
      Beijing Origin Seed Joint Stock Limited Company (“Beijing Origin”)


Legal
      Representative: Han Gengchen


Address:
      2E201, Zhongguancun Development Building, No.12 Shangdi Information Road,
      Haidian District, Beijing





**Whereas:**


1.
            Beijing
                Origin is a joint-stock company with legal personality and established
                in
                accordance with the laws of PRC in Beijing, with the registered capital
                of
                RMB100,000,000;.


2.
            Denong
                Zhengcheng Seed Co., Ltd. (“Denong Zhengcheng”) is a limited company with
                legal personality and established in accordance with the laws of
                PRC in
                Chengdu, with the registered capital of RMB
                80,000,000;


3.
            Transferor,
                a Chinese citizen [or a PRC legal entity] is the legal owner of X%
                share
                of Denong Zhengcheng; and


4.
            In
                compliance with this Agreement, Transferor agrees to transfer and
                Beijing
                Origin agrees to purchase Transferor’s X% share in Denong
                Zhengcheng.





Therefore,
      through friendly negotiations between Transferor and Beijing Origin, the
      following agreements have been reached in respect of the said share transfer
      hereof:





**Article
      1**  **Share
      transfer**





In
      accordance with the terms and conditions hereof, Transferor agrees to transfer
      its X% share (the “target share”) in Denong Zhengcheng to Beijing Origin as the
      legal owner, and Beijing Origin agrees to accept the transfer.





**Article
      2**  **Transfer
      consideration**





Transferor
      and Beijing Origin acknowledge that the total payment of the X% target share
      in
      Denong Zhengcheng held by Transferor is RMB[●].










**Article
      3**  **Payment
      method**




Beijing
      Origin shall pay the transfer price of RMB[●] in full to Transferor before March
      31 st ,
      2006,
      upon the variation registration with the relevant administration of industry
      and
      commerce authority in respect of the change of the ownership of the target
      share
      from Transferor to Beijing Origin.





**Article
      4**  **Transfer
      of rights, responsibilities and risks**





Upon
      the
      settlement day, Beijing Origin shall be the holder of the target shares and
      have
      full rights to the target share.





**Article
      5**  **Representations,
      warranties and commitments of Transferor**





Transferor
      has the full rights to dispose of the target share. On the settlement day,
      The
      target share is legally and fully owned by Transferor, and there are no
      mortgage, pledge, lien and the other third party rights over it, no liabilities
      or other potential responsibilities, ,and no lawsuit, arbitration and dispute
      against it. Upon the settlement day, Beijing Origin shall be the holder of
      the
      target share and have full rights to the target share.





**Article
      6**  **Share
      repurchase**





If
      Beijing Origin or its affiliates and natural person purchase 42.42% shares
      of
      Denong Zhengcheng held by Denong Seed Technology Co., Ltd. by bid or contract,
      Transferor is entitled to repurchase X% or less shares of Denong Zhengcheng
      held
      by Beijing Origin within 30 days following such purchase. The price of the
      X%
      shares is RMB [●]. If the proportion is less than X%, the price shall decrease
      pro rata. Transferor shall pay the full transfer price to Beijing Origin within
      60 days following the settlement of the target shares at industry and commerce
      office.





**Article
      7**  **Confidentiality**





The
      two
      parties of this agreement shall keep confidential of Denong Zhengcheng so
      involved in this transaction and the commercial data of two parties, except
      for
      disclosure required by laws and regulations and regulatory
      authorities.





**Article
      8**  **Force
      majeure**





If
      any
      party can not perform this agreement because of earthquake, fire, war and
      otherwise unpredictable, inevitable and insuperable events, the liabilities
      for
      breach of contract can be exempted, but the claiming party must notice the
      other
      party within a reasonable period of time following the force majeure, and take
      necessary measures to reduce the losses.





**Article
      9**  **Liabilities
      for breach of contract**





9.1
            It
                is a event of default if Transferor breaches any statement,
                representations and warranties in this agreement. If there is any
                loss
                caused by breach of contract, Transferor shall compensate Beijing
                Origin.


9.2
            When
                there is actual loss because any party to this Agreement does not
                fulfill
                partial or full obligations under this Agreement, the defaulting
                party
                shall compensate the damages
                adequately.


9.3
            If
                Beijing Origin fails to pay Transferor the transfer price according
                to the
                deadline and amount mentioned in Article 3, Beijing Origin shall
                pay
                defaulting fines of 5% of the payable moneys starting from the overdue
                date monthly. Transferor is entitled to terminate the Agreement,
                and
                restore to the status before the share
                transfer.


9.4
            If
                Transferor fails to pay Beijing Origin the transfer price according
                to the
                deadline and amount mentioned in Article 6, Transferor shall pay
                defaulting fines of 5% of the payable moneys starting from the overdue
                date monthly. Beijing Origin is entitled to terminate the Agreement,
                and
                restore to the status before the share transfer.





**Article
      10**  **Relevant
      tax and cost**





All
      the
      tax and cost caused by the share transfer in this Agreement shall be assumed
      in
      compliance with laws and administrative regulations, or assumed by parties
      to
      this Agreement equally if the laws and administrative regulations are
      silent..





**Article
      11**  **Applicable
      law and dispute settlement**





11.1
            The
                conclusion, effectiveness, interpretation, performance and dispute
                settlement of this agreement shall be governed by the laws of the
                PRC.


11.2
            Any
                disputes arising from this Agreement or the performance of this Agreement
                shall be solved by parties through consultation, the failing of which
                shall entitle any party to file law suits to the People’s court having
                jurisdiction. Unless the laws otherwise provides, the legal fees
                and other
                relevant costs shall be assumed by the losing
                party.





**Article
      12**  **Counterparts**





This
      Agreement is made in four originals, each of Transferor and Beijing Origin
      holding one, with one filed at Denong Zhengcheng and industrial and commercial
      administration office individually. Each original shall have the same legal
      effect.





**Article
      13**  **Miscellaneous**





13.1
            The
                two parties shall take other steps and sign the documents to fulfill
                the





share
      transfer stated in this Agreement.




13.2
            Transferor
                shall assist Beijing Origin to submit all documents relating to the
                share
                transfer to the industrial and commercial administration office for
                Denong
                Zhengcheng for settlement of the said
                shares.


13.3
            This
                Agreement is signed in Beijing between Transferor and Beijing Origin
                as of
                the day set forth on the first page.








Transferor: ****


Legal
      Representative:








Transferee: **Beijing
      Origin Seed Joint Stock Limited Company**


Legal
      Representative: Han Gengchen