EXHIBIT
        4.39




**Mortgage
      Contract**




**China
      Construction Bank Corporation**




**Beijing
      Branch**









Contract
      No.: Year 2007 Zi 123010 No. 012




Mortgagor
      (Party A): Changchun Origin Seed Limited




Domicile:
      1196 Pingxin Road, High-tech District, Changchun  Postal Code:
      130022




Legal
      Representative (person in charge): Gengchen Han




Fax:
      0431-87020800       Telephone: 0431-87020800




Mortgagee
      (Party B): China Construction Bank Corporation Beijing Shangdi
      Sub-Branch




Domicile:
      28 Shangdi Xinxi Road, Haidian District, Beijing  Postal
      Code: 100085




Legal
      Representative (person in charge): Qi Xue




Fax:
      62967190        Telephone:
      62967190




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Mortgagor
      (hereinafter referred to as “Party A”): Changchun
      Origin Seed Limited.




Mortgagee
      (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”) between Beijing
      Origin Seed Limited. (hereinafter referred to as the “Debtor”) and Party B (contract no.: Year 2007
      Zi 123010 No. 012) and the realization of creditor’s right of Party B, Party A
      desires to provide mortgage to secure the creditor’s right formed under the
      Master Contract between Party B and the Debtor. 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




Party
      A
      creates a mortgage on the property described in the “Collateral Schedule”
provided in Article 16 of this Contract.




Party
      A
      undertakes that it has the ownership of or the right to dispose of the
      collateral according to the laws.




Party
      A
      undertakes that the collateral is not subject to any ownership dispute,
      attachment or seizure.




Article
      2 Scope
      of
      Security




The
      principal amount of (Say) NINE
      MILLION YUAN in Renminbi (currency) and interest (including compound interest and penalty interest),
      liquidated damages, indemnity, relevant expenses prepaid by Party B and all
      expenses incurred from Party B’s realization of the creditor’s right and
      mortgage (including, but not limited to, litigation costs, arbitration costs,
      attachment costs, traveling expenses, execution expenses, assessment fees,
      auction fees).




**If
      the Debtor fails to fulfill its obligations under the Master Contract, Party
      B
      shall have the right to require Party A directly to undertake its liability
      within the scope of security, regardless of any other security (including,
      but
      not limited to, guarantee, mortgage, pledge, letter of guarantee or standby
      letter of credit) Party B may have with respect to the creditor’s right under
      the Master Contract.**




Article
      3 Term
      of
      Mortgage




The
      mortgage shall continue for two years after the date the limitation of actions
      with respect to the secured creditor’s right expires.




**Article
      4** **Changes
      to the Secured Master Contract**




**Party
      A acknowledges that Party A’s prior consent shall be deemed to have been
      obtained if Party B and the Debtor make changes to the clauses of the Master
      Contract by agreement and Party A’s liability of guarantee shall not be reduced
      or exempted, except for the following two circumstances:**




**(1)**  **extension
      of the term for fulfilling its obligations;**




**(2)**  **increase
      of the principal amount under the creditor’s right.**




2


**Article
      5** **Independency**




**This
      Contract shall be independent of the Master Contract in terms of its validity
      and not be affected by the invalidity of the Master Contract. If the Master
      Contract is determined to be invalid, then Party A shall still hold liable
      for
      the debt of the Debtor with the collateral, which debt may arise from
      restitution of property or compensation for losses.**




Article
      6 Custody
      of the Collateral




As
      long
      as the mortgage continues to exist, Party A shall be obligated to take proper
      care of the collateral, prevent it from being damaged and accept Party B’s
      inspection from time to time. In case of any damage to or loss of the collateral
      or other circumstances under which the collateral is obviously decreased in
      value, Party B shall be notified promptly and provided other security equivalent
      in value to any shortage in the collateral within 20 bank
      business days.




Article
      7 Insurance
      of the Collateral




As
      long
      as the mortgage continues to exist, Party A shall take a property insurance
      for
      the collateral with such insurance type and insured amount as designated by
      Party B and required by relevant laws. The insurance term shall be [blank] months
      longer than the term required for the performance of the Master Contract. During
      the insurance term, Party A shall not suspend or revoke the insurance for any
      reasons whatsoever.




As
      long
      as the mortgage continues to exist, the original insurance policy shall be
      kept
      by Party B.




Party
      A
      shall require the insurer to identify in the insurance policy that Party B
      is
      the preferred payee (i.e., the first beneficiary) of the insurance. 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 Party B as a preferred payee, the preferred payee shall
      be
      changed to Party B.




Party
      A
      agrees that Party B may select any of the following methods to handle the
      insurance indemnity and will assist Party B in completing relevant
      procedures:




(1)
            to
                pay off or pay off in advance the principal and interest and relevant
                expenses under the Master Contract;




(2)
            to
                convert it into a fixed-term deposit and pledge the certificate of
                deposit;




(3)
            to
                use it to repair the collateral and restore its value upon Party
                B’s
                consent;




(4)
            to
                submit it to a third party designated by Party
                B;




(5)
            to
                dispose of it at Party B’s own discretion after Party A provides new
                security as required by Party B.




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  Article
          8 Third
          Party’s Damages
  As
          long
          as the mortgage continues to exist, the damages shall be deposited into
          an
          account designated by Party B if the collateral is decreased in value as
          a
          result of a third party’s acts. Party A agrees that Party B may select any of
          the following methods to handle the damages and will assist Party B in
          completing relevant procedures:


(1)
            to
                pay off or pay off in advance the principal and interest and relevant
                expenses under the Master Contract;




(2)
            to
                convert it into a fixed-term deposit and pledge the certificate of
                deposit;




(3)
            to
                use it to repair the collateral and restore its value upon Party
                B’s
                consent;




(4)
            to
                submit it to a third party designated by Party
                B;




(5)
            to
                dispose of the damages at Party B’s own discretion after Party A provides
                new security as required by Party
                B.




As
      long
      as the mortgage continues to exist, Party A shall provide new security
      acceptable to Party B if the collateral is not enough in value to pay off the
      principal and interest and relevant expenses under the Master Contract as a
      result of a third party’s acts. Any portion of the collateral that is not
      decreased in value shall still be used to secure the creditor’s
      right.




Article
      9 Disposal
      of the Collateral




1.
            As
                long as the mortgage continues to exist, Party A shall not donate,
                transfer, lease, mortgage repeatedly, remove or otherwise dispose
                of the
                collateral under this Contract without Party B’s written
                consent.




2.
            As
                long as the mortgage continues to exist, Party A shall obtain Party
                B’s
                written consent in advance of its disposal of the collateral. Party
                A
                agrees that Party B shall have the right to select any of the following
                methods to handle the proceeds from the disposal of the
                collateral:




(1)
            to
                pay off or pay off in advance the principal and interest and relevant
                expenses under the Master Contract;




(2)
            to
                convert them into fixed-term deposit and pledge the certificate of
                deposit;




(3)
            to
                submit them to a third party designated by Party
                B;




(4)
            to
                dispose of the proceeds at Party B’s own discretion after Party A provides
                new security as required by Party
                B.




Article
      10 Realization
      of the Mortgage




Party
      A
      agrees that Party B shall have the right to duly sell the collateral by action,
      sell off the collateral, or convert the collateral into money upon agreement,
      if:




(1)
            Party
                B has not been paid when the term for discharging all or part of
                the
                principal or interest under the Master Contract
                expires;




(2)
            other
                circumstances under which Party B may realize its creditor’s right in
                advance under the Master Contract.




Article
      11 Breach
      of
      Contract and its Handling




As
      long
      as the mortgage continues to exist, Party B shall have the right to require
      Party A to rectify its breach, provide corresponding security and indemnify
      Party B against losses within a limited period and to dispose of the collateral
      in advance if Party A is in breach of Article 1, Article 6, Article 7, Article
      8
      or Article 9 hereunder.




4


Party
        A
        agrees that Party B shall have the right to select any of the following methods
        to handle the proceeds from the disposal of the collateral:


(1)  to
      pay
      off or pay off in advance the principal and interest and relevant expenses
      under
      the Master Contract;




(2)  to
      convert them into fixed-term deposit and pledge the certificate of
      deposit;




(3)  to
      submit
      them to a third party designated by Party B;




(4)  to
      dispose of the proceeds at Party B’s own discretion after Party A provides new
      security as required by Party B.




Article
      12 Registration
      and Revocation of the Collateral




If
      the
      collateral shall be registered according to the laws, the two Parties shall
      complete the registration of the collateral with appropriate registration
      department 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.




When
      all
      debts under the Master Contract and this Contract are paid off, Party B shall
      promptly cancel the registration of the mortgage together with Party
      A.




Article
      13 Expenses




Expenses
      with respect to assessment, notarization, insurance, registration, appraisal,
      custody and submission hereunder shall be borne by Party A.




Article
      14 Other
      terms agreed by the two Parties:




1.
            The
                Mortgagor is fully aware of the risks associated with the interest
                rate.
                If the floating interest rate is applied to the Master Contract,
                the
                Mortgagor is willing to assume such additional liability as may be
                increased due to the floating interest
                rate;




2.
            [intentionally
                left blank]_______________________________________________;




3.
            [intentionally
                left blank]_______________________________________________.




Article
      15 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 to the People’s Court where Party B 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.


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Article
      16 Collateral
      Schedule




The
      collateral schedule is as follows:




Collateral
      Schedule




Name
                of the Collateral
            
            Title
                Certificate and No.
            
            Domicile
            
            Value
                Indicated in the Invoice of the Collateral (yuan)
            
            Assessed
                Value of the Collateral (yuan)
            
            Amount
                of Mortgage Created for Other Creditor’s Right
              (yuan)
            
            RemarksLand
            
            Chang
                Guo Yong ( 2007 ) No.091000777
            
            1196
                Pingxin Road, High-tech District, Changchun
            
            [blank]
            
            16,672,600
            
            7,000,000Building
            
            Chang
                Fang Quan Zi No.10901742
            
            1196
                Pingxin Road, High-tech District, Changchun
            
            
            
            7,551,800
            
            2,000,000
            
            9,000,000Building
            
            Chang
                Fang Quan Zi No.10901743
            
            1196
                Pingxin Road, High-tech District, Changchun
            
            
            
            645,200[blank]
            
            [blank]
            
            [blank]
            
            [blank]
            
            [blank]
            
            [blank]
            
            [blank]




Article
      17 This
      Contract shall become effective upon the satisfaction of the following
      conditions:




1.
            This
                Contract is signed by Party A’s legal representative (person in charge) or
                authorized representative or stamped with its corporate seal (if
                Party A
                is a natural person, then only signature is required) and signed
                by Party
                B’s person in charge or authorized representative and stamped with
                its
                corporate seal.




2.
            The
                collateral described in the “Collateral Schedule” hereunder is duly
                registered according to the laws if so
                required.




Article
      18 This
      Contract shall be made in four counterparts.




Article
      19 Representations




1.
            Party
                A is fully aware of Party B’s business scope and scope of
                authority.




2.
            Party
                B has perused each clause in this Contract, especially clauses in
                bold. 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.




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3.
            Party
                A has the right to sign this Contract.






Party
                A (corporate
                seal): Changchun Origin Seed LimitedLegal
                representative (person in charge) or
                authorized representative (signature):/s/
              Gengchen
              Han***/s/ CORPORATE
              SEAL***July
              6,
              2007




Party
              B (corporate seal): China Construction Bank Corporation Beijing Shangdi
              Sub-BranchLegal representative (person
              in
              charge) or authorized representative (signature):/s/
                Qi Xue***/s/
                CORPORATE SEAL***July
              6,
              2007




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