EXHIBIT
      4.47




SECURITY
      001





**Guarantee
      Agreement**





File
      Number: No,026 Year 2007 Zi 123010




Guarantor
      (hereinafter referred to as “Party A”): Beijing
      Origin State Harvest Biotech Limited.




Domicile:
      Zhongguancun Developement Plaza Area A 201, 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




Guarantee
      (hereinafter referred to as “Party A”): Beijing
      Origin State Harvest Biotechnology Limited




Lender
      (hereinafter referred to as “Party B”): China
      Construction Bank Corporation Beijing Shangdi Sub-Branch




In
      order
      to ensure the execution of the “Renminbi Capital Loan Contract” (hereinafter
      referred to as the “Master Contract”, contract no.: No.026
      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 guarantee 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 Scope of Guarantee**




The
      scope
      of the guarantee 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)  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
      2 Mode of Guarantee**




The
      mode
      of guarantee hereunder is guarantee of joint and several liability provided
      by
      Party A.




**Article
      3 Term of Guarantee**




The
      term
      of Guarantee hereunder shall be commencing from the execution day hereto and
      ending on 2 years later following the termination of the Master Contract, In
      case of the renewal of the Debt agreed by Party A, the term of Guarantee
      hereunder shall be ending on 2 years later following the termination of the
      renewal agreement. If Party B announces the debt is mature in advance as
      provided in the Master Contract, then the term of Guarantee hereunder shall
      be
      ending on 2 years later following the date which Party B announces the debt
      is
      mature in advance. If the debt is settled in part, as to each debt, the term
      of
      Guarantee hereunder shall be ending on 2 years later following the last part
      of
      debt being settled.




**Article
      4 Independence of the Contract**




The
      Contract shall be independent of the Master Contract. The invalidation of the
      Master Contract shall not impact the effectiveness of the Contract. In case
      the
      Master Contract is seemed to be invalid, Party A shall bear the guarantee of
      joint and several liability because of the debt of return
      of
      property or compensation for losses.




2




**Article
      5 Modification of the 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.
      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
      6 Guarantee liability**




1.
      If the
      debt of the Master Contract is mature or Party B announces the debt is mature
      in
      advance as provided in the Master Contract or laws, or the debtor does not
      fulfill the debt enough on time, or the debtor breach the other agreement of
      the
      Master Contract, Party A shall bear the guarantee liability in the scope of
      the
      guarantee immediately.




2.
      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.




3.
      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.




4.
      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;




3




(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;




5.
      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.




6.
      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
      7 Other obligations of Party A**




1.
      Party
      A shall supervise the debtor’s use of the money (including the purpose of the
      use), and accept the supervision of Party A’s finance, assets and operation from
      Party B, and provide the relevant information, documents, materials, and
      guarantee them accurate, actual, integrity and effective; Party A shall not
      provide securities beyond its capability for the third party.




2.
      If it
      happens to commits contracting, consignment, leasing, reform with the stock
      system, decreasing the register capital, investment, association, merger,
      acquisition, purchase and recombination, joint venture, application for
      suspending business for internal rectification, application for dissolution,
      being revoke, application for bankruptcy, change of shareholder/actual
      controller or transfer of big assets, winding-up, closed, highly penalty by
      competent authorities, deregistered, revoked its business license, part of
      big
      legal dispute, suffering from financial losses of operation and manufacture,
      non-execution of its responsibilities by legal representative, or other reasons
      cause losing its capacity of guarantee, Party A shall give Party B a written
      notice immediately and confirm the burden, transfer or succession of the
      guarantee liability hereunder as Party B required, or provide a new
      security.




3.
      To
      notify Party B in writing of any change in its name, legal representative
      (person in charge), domicile, business scope or registered capital or company
      charter within 30 business
      days after the changing and shall attach the relevant materials
      changed.





**Article
      8 Other obligations of Party A**





1.
      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.




2.
      Use of
      Party A’s Information




4




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.




3.
      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.




4.
      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.




5.
      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.




6.
      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.




7.
      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.





8.
      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.




5




9.
            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.




In
      the
      course of lawsuit or arbitration, the Parties shall continue to perform those
      provisions in this Contract which are not under dispute.




1o.
      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.




11.
      This
      Contract shall be made in four counterparts.




12.
      Other
      Matters Agreed




[intentionally
      left blank]




[intentionally
      left blank]




**Article
      9 Party A’s Statement and Representations**




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 fully
                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.




Party
      A
      (corporate seal): Beijing Origin State Harvest Biotech
      Limited.




6




Legal
      representative (person in charge) or authorized representative (signature):




/s/
              Gengchen
              Han***/s/ CORPORATE
              SEAL***




November13,
      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 13 ,
      2007




7