EXHIBIT
      4.17


**EQUITY
      TRANSFER AGREEMENT**




This
      EQUITY TRANSFER AGREEMENT ( hereinafter
      referred to as “ **This
      Agreement** ”)
      is
      entered into as of 6 th December
      2005 in Gong Zhuling by and between:




Transferor:
      Jilin Academy of Agriculture Science


Address:
      No.303 West Kemao Street, Gong Zhuling, Ji Lin


Legal
      representative: Yue Derong




Transferee:
      Beijing Origin Seed Joint Stock Limited Company


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


Legal
      representative: Han Gengchen




(The
      Transferor and the Transferee hereto are individually referred to as
“ **a
      Party** ”
or
      “ **each
      Party** ”,
      and
      collectively “ **Parties** ”)




**Whereas**




(1)
            Until
                the date of the Agreement is signed, the Transferor legally owns
                the
                71.81% equity of Jilin Jinong High Technology Development Joint Stock
                Limited Company, totally 46.50 million
                shares.




(2)
            The
                Transferor is willing to transfer the 23% equity of Jilin Jinong
                High
                Technology Development Joint Stock Limited Company to the Transferee
                in
                accordance with the conditions of this Agreement; the Transferee
                is
                willing to accept the 23% equity of Jilin Jinong High Technology
                Development Joint Stock Limited Company from the Transferee in accordance
                with the conditions of this Agreement. Totally 14.49 million shares
                are
                transferred and each share is evaluated of RMB1.51 by an authorized
                department, totally worth
                RMB21,879,900.




In
      accordance with the Company Law of the People’s Republic of China ( **“PRC”
      or “China”** ),
      Contract Law of PRC and other relevant laws and regulations, , t hrough
      friendly consultations, the Parties reaches the following agreements in respect
      of the equity transfer of Jilin Jinong High Technology Development Joint Stock
      Limited Company:




**Article
      1** **D** **efinition**




In
      this
      Agreement, unless the context otherwise requires, the terms hereof shall have
      the following meanings:




(1)
            “This
                Agreement” means the text of this Agreement and
                attachments.











(2)
            “Jinong
                Hitech” means Jilin Jinong High Technology Development Joint Stock Limited
                Company.




(3)
            “Equity
                transfer” means the activity that the Transferor according to this
                Agreement, is going to transfer the legally held 23% equity of Jinong
                Hitech to the Transferee.




(4)
            “Target
                equity” means the 23% equity of Jinong Hitech which the Transferor is
                going to transfer to the
                Transferee.




(5)
            “Transfer
                price” means the amount which the Transferee shall pay the Transferor
                according to Article 3 of this
                Agreement.




(6)
            “Execution
                date” means the date when this Agreement is dully signed indicated in this
                agreement.




(7)
            “Effective
                date” means the date when all conditions are accomplished provided by this
                agreement.




(8)
            “Settlement”
                means the Transferor changes the name of the owner in a register
                of all
                Target equity to the name of the transferee, and Jinong Hitech goes
                through the procedure for all the shareholder
                changing.




(9)
            “Settlement
                date” means the date when the Transferor has changed the name of the owner
                in a register of all Target equity to the name of the transferee,
                and
                Jinong Hitech has completed the procedure for all the shareholder
                changing.




(10)
            “Working
                day” means any day except for Saturdays, Sundays and other bank holidays
                provided or authorized by the laws.




(11)
            “RMB”
                means legal currency of PRC.




**Article
      2** **Equity
      Transfer**




2.1
      Subject to the terms and conditions of this Agreement, the Transferor hereby
      agrees to transfer 23% equity of Jinong Hitech to the
      transferee; the Transferee, subject to the terms and conditions of this
      Agreement, agrees to accept the 23% equity of Jinong Hitech.




2.2
      After
      the date of settlement, the transferee will be the legal shareholder of the
      23%
      equity of Jinong Hitech. All the rights and obligations of the Transferor shall
      be
      transferred to the Transferee.




**Article
      3** **Equity
      Transfer Price and Payment Method**




3.1
      The
      parties agree that the target equity price is based on the evaluated net asset
      of Jinong Hitech. According to each share worth net asset RMB1.51, the target
      equity









totally
      is 14.49 million shares, and transfer price is RMB21,879,900.




3.2 This
      equity transfer is a transfer with rights. Up to
      the norm evaluation date, target equity and the profit from former annual
      interests will be accounted into the total net asset at the same
      time.




3.3
      The
      parties unanimously agree that the Transferee shall pay the transfer price
      above
      mentioned in a lump sum; within 15 days upon this Agreement comes into force,
      the Transferee shall pay the Transferor RMB21,879,900.




**Article
      4** **Rights
      and Obligations of the Transferor**




4.1
      The
      Transferor is entitled to legally transfer the target equity.




4.2
      The
      Transferor legally holds the target equity, with full rights to deal with them
      and independent rights to have interests. Target equity is free from any
      mortgage, any contingent liabilities or any potential responsibilities, as
      well
      as any disputes, arbitrations and litigations against it and not subject to
      any
      privileged rights and similar rights.




4.3
      The
      Transferor has provided the Transferee with true, all-around and correct
      financial account documents, legal documents and other necessary documents
      about
      the assets, debts and contingent liabilities. There is no fact, which is related
      to Jinong Hitech and might have serious material effects to Jinong Hitech and
      has not been disclosed to the Transferee. Any representations or warranties
      in
      this Agreement from the Transferor including any documents provided for the
      Transferee do no contain any false representation in respect of material facts,
      also without omission of any material facts that might lead to misunderstanding
      for the representation.




4.4
      Unless it is necessary for the ordinary operation of Jinong Hitech from the
      execution date of this Agreement to the settlement date the Transferor cannot
      do
      anything which has unfavorable influence to the assets, business and future
      development of Jinong Hitech without the prior written consent of the
      Transferee.




4.5
      The
      Transferor warrants that it has not signed any contracts or agreements which
      conflict with this Agreement, and that it will not transfer the rights and
      obligations under this Agreement to any third party. During the period from
      the
      execution date to the settlement date of this Agreement, the Transferor warrants
      that it will not have any business contact with any other third parties in
      terms
      of transferring, mortgaging and trusteeship, or never sign letter of intent,
      contract and understanding memorandum or any kind of legally binding documents
      which conflict with target equity transfer or include articles forbidding or
      limiting target equity transfer.




4.6
      The
      Transferor agrees to take all necessary actions to timely accomplish the signing
      and all legal documents needed for this Agreement, and to fulfill the arranged
      procedures related to equity transfer hereof.









Article
      5Rights
      and Obligations of the Transferee




5.1
      The
      Transferee is entitled to accept the target equity.




5.2
      The
      Transferee pays the equity transfer price timely and in a full amount according
      to this Agreement.




5.3
      The
      Transferee has not signed any contracts or agreements which conflict with this
      Agreement, and warranties that it will not transfer the rights and obligations
      hereunder to any third party.




5.4
      During the period from the execution date to the settlement date of this
      Agreement, the Transferee warrants that it will not have any business contact
      with any other third parties in terms of material matters which conflict with
      equity transfer, or sign letter of intent, contract and understanding memorandum
      or any kind of legally binding documents.




5.5
      The
      Transferee agrees to take all necessary actions to timely accomplish the signing
      and all legal documents needed for this Agreement, and to complete the
      procedures related to equity transfer in this Agreement.




**Article
      6** **Settlement**




6.1
      After
      this agreement is signed, the Transferor is responsible for applying for
      approval from the relevant authority of State-owned Asset Supervision and
      Administration before March 10, 2006. After this agreement becomes effective,
      the Transferor shall assist the Transferee to go through the registration
      procedure of shareholder changing before March 10, 2006, including amending
      Articles of Association of Jinong Hitech according to this equity
      transfer.




6.2
      The
      parties agree that, upon the effectiveness of this Agreement, the Transferor
      shall urge one director to resign. Meanwhile, the Transferee shall nominate
      a
      new director candidate to replace such director who has resigned. The Transferor
      shall assist Jinong Hitech to hold the shareholders’ meeting and complete the
      reelection of the board of directors in time upon the effectiveness of this
      Agreement. The Transferor is also responsible for registering the changes of
      the
      board or directors and the equity transfer with the relevant authority of the
      administration of industry and commerce.




**Article
      7** **Periodical
      Responsibilities**




The
      parties agree that all losses or profits occurring to Jinong Hitech, from the
      norm evaluation date to the settlement date shall be assumed by the
      Transferee.









Article
      8Liabilities
      for Breach




The
      parties hereto must strictly abide by the provisions of this Agreement, and
      any
      Party who do not comply with any provisions hereof constitutes a breach. The
      non-defaulting Party has the right to terminate this Agreement and claim
      compensation for all economic losses caused by the breaching Party, but the
      compensation shall not exceed the losses arising from its breach which the
      breaching Party have foresee or should foresee when such party signs this
      Agreement.




**Article
      9** **Force
      Majeure** ****




9.1 “Force
      Majeure” means all the events, occuring after this agreement becomes effective,
      which the parties can’t control and foresee or can not avoid although
      foreseeable, and which prevent any party from performing this Agreement partly
      or wholly. Force Majeure events include but not limited to acts of God, war,
      policy adjustment, changes of laws and other significant events or
      accidentals.




9.2
      If
      Force Majeure event occurs, the Party that can’t implement this agreement shall
      take all reasonable actions to eliminate or reduce the impact of Force Majeure
      event and inform the other Party without any delay in the most convenient way
      and provide detailed written report about the Force Majeure event within 15
      days. The parties shall, based on the impact of Force Majeure, decide whether
      terminate the agreement or defer the implementation of this Agreement, or partly
      or wholly exempt the prevented party from performing its obligation
      hereof.




**Article
      10** **Disputes
      Settlement and Applicable Laws**




10.1
      Any
      dispute arising from or in connection with this Agreement shall be resolved
      through fri endly
      consultations by the Parties. If such consultations fails, the Parties have
      the
      right to submit the dispute to the competent court. In the course of dispute
      settlement, except the dispute, the Parties shall continue to perform the
      provisions of this Agreement.




10.2
      The
      execution, validity, interpretation, performance, dispute resolution are
      governed by the laws of PRC.




**Article
      11** **Effectiveness**




This
      Agreement, upon the execution by the legal representatives or his authorized
      representatives of the Parties, shall come into force together with the Asset
      Restructuring Agreement executed by the Parties, Jilin Jinong High
      Technology









Development
      Joint Stock Limited Company and Jinlin Changrong Hign Tchnology Seed Co.,
      Ltd..




**Article
      12** **Confidentiality**




The
      Parties hereto shall strictly maintain the confidentiality of the consultation,
      execution course and provisions of this Agreement, as well as all information,
      documents, data etc. of the other sides obtained during the performance of
      this
      Agreement (collectively referred to as “the Confidential Information”). Unless
      it is compulsory provided by laws, regulations or government, any Party shall
      not, in the form of act or omission, disclose the Confidential Information
      to
      the third party other than the persons with the right to know including persons
      or professional consultants etc. participating in the
      equity transfer.




**Article
      13** **Variation
      and Amendment**




13.1
      Any
      variation to this Agreement shall be made through consultations between the
      Parties and come into force only after a written amendment has been signed
      by
      all Parties. This Agreement shall remain effective, if the amendment cannot
      be
      reached. Without execution by each Party, any amendment, interpretation or
      waive
      to any provision herein is invalid.




13.2
      Each
      Party may execute supplementary agreements in respect of the matters related
      to
      this Agreement and it shall have the same legal effects as this
      Agreement.




**Article
      14** **Termination
      of this Agreeme** **nt**




14.1
      This
      Agreement is terminated by the reasons as follows:




(1)
            The
                parties reach a mutual consent in writing;




(2)
            One
                Party breaches any of its obligations under this Agreement, and then
                the
                non-defaulting Party has given written notice to such defaulting
                Party.
                During a period of third (30) days after receipt of such notice,
                such
                breach is not cured;




(3)
            One
                Party’s representation or warranties is false or
                incorrect;




(4)
            This
                Agreement becomes invalid or been unable to put into effect or been
                announced to be invalid or been unable to put into effect, or authorized
                institutions demand to amend any provisions in this Agreement, but
                any
                Party cannot accept the amendment; and









(5)
            As
                mentioned in Article 9 any of the Force Majeure event occurs or the
                results seriously influence one Party to fulfill this Agreement,
                but each
                Party cannot find any reasonable solutions during a period (30 days)
                after
                the Force Majeure event occurs.




14.2
      If
      affairs provided in (1), (4) and (5) of the above Article occur, any Party
      has
      rights to give written notice to the other Party to terminate this Agreement;
      if
      affairs provided in (2) and (3) of the above Article occur, the non-defaulting
      Party solely has the rights to give written notice to the other Party to
      terminate this Agreement.




14.3
      The
      notice becomes effective after 15 days when the notice terminating this
      Agreement is delivered to the Party who shall receive the notice.




14.4
      If
      this Agreement is terminated in the reasons of this Article,




each
      Party should return any Target Equity or consideration which is gained from
      the
      other Party by fulfilling this Agreement.




the
      defaulting Party shall pay the other Party for any damages caused by the
      default; if each Party is in default, it shall assume its respective liabilities
      according to the extent of its default.




14.5
      This
      article entitles each Party to terminate this Agreement, which shall not
      prejudice any rights or remedies hereunder to the Party who bring the
      termination of this Agreement.




**Article
      15** **Miscellaneous**




15.1
      If
      any of the provisions hereof becomes invalid, illegal or unenforceable in
      accordance with any laws and regulations, all the other provisions hereof remain
      effective. In the case that any of the provisions hereof becomes invalid,
      illegal or unenforceable, the parties in this Agreement shall conduct faithful
      consultations and amend this Agreement. The Parties shall achieve the intended
      purpose as far as possible in an acceptable way, and avoid the influence from
      invalidity, illegality and unenforceability in utmost.




15.2 This
      Agreement is the entire agreement between the Parties hereto regarding the
      subject matter hereof, and constitutes the manifestation of unanimous intention
      of all Parties together with any appendix. This Agreement shall supersede any
      prior oral or written intention, communication, understanding and so forth
      in
      respect of any proposed transaction hereof made before the execution date of
      this Agreement.




15.3
      The
      headings of the sections have been added for convenience only and shall not
      affect the meaning and construction of this Agreement.




15.4
      This
      Agreement shall be made in Chinese in 4 originals, and each Party holds two.
      The
      Parties shall sign a counterpart of this Agreement, and each counterpart
      shall









have
      the
      same legal effects as the originals.









*[The
      remainder of this page is left intentionally blank.]*









Jilin
      Agriculture Science College




Legal
      or
      authorized representatives:







Beijing
      Origin Seed Joint Stock Limited Company




Legal
      or
      authorized representatives: