Exhibit
10.2





CONSULTING
SERVICES AGREEMENT





This
Consulting Services Agreement (this “Agreement”) is dated
January 1, 2009, and is entered into in Harbin, China between Harbin Mega Profit
Management & Consultation Co., Ltd., with a registered address at Suite.3,
16th Floor, Hong Yang Complex Building, No. 380 Changjiang Road, Nangang Ji
Zhong District, Harbin Develop Zone, Heilongjiang, China (“Party A”), and
Qinggang Mega Profit Agriculture Co., Ltd., with a registered address at 1stFloor, Hongbo Community
Houdong, Mingzhu Street, Qinggang County, China (“Party B”). Party A
and Party B are referred to collectively in this Agreement as the “Parties.”





R
E C I T A L S





(1)
            Party
      A, a wholly foreign owned limited company incorporated under law of China,
      has the expertise in the business of Enterprise Management, Enterprise
      Development Designing and Economic Information
    Consultation;





(2)
            Party
      B is a limited company incorporated in China, and is engaged in planting
      pasture grass, breeding cows and selling milk (the
      “Business”);


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(3)
            The
      Parties desire that Party A provide technology consulting services and
      relevant services to Party B;





(4)
            The
      Parties are entering into this Agreement to set forth the terms and
      conditions under which Party A shall provide consulting services to Party
      B.





NOW THEREFORE,the Parties
agree as follows:





1.          
   DEFINITIONS





1.1            In
this Agreement the following terms shall have the following
meanings:





“Affiliate,”
with respect to any Person, shall mean any other Person that directly or
indirectly controls, or is under common control with, or is controlled by, such
Person. As used in this definition, “control” shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies
(whether ownership of securities or partnership or other ownership interests, by
contract or otherwise);





“Consulting
Services Fee” shall be as defined in Clause 3.1;


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“Indebtedness”
shall mean, as to any Person, without duplication, (i) all indebtedness
(including principal, interest, fees and charges) of such Person for borrowed
money for the deferred purchase price of property or services, (ii) the face
amount of all letters of credit issued for the amount of such Person and all
drafts drawn thereunder, (iii) all liabilities secured by any Lien on any
property owned by such person, whether or not such liabilities have been assumed
by such Person, (iv) the aggregate amount required to be capitalized under
leases under which such Person is the lessee and (v) all contingent obligations
(including, without limitation, all guarantees to third parties) of such
Person;





“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), preference, priority or other security
agreement of any kind or nature whatsoever (including. without limitation, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under recording or notice statute, and any lease
having substantially the same effect as any of the foregoing);





“Person”
shall mean any individual, corporation, company, voluntary association,
partnership, joint venture, trust, unincorporated organization, entity or other
organization or any government body;





“PRC”
means the People’s Republic of China;


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“Services”
means the services to be provided under the Agreement by Party A to Party B, as
more specifically described in Clause 2; In this Agreement a reference to a
Clause, unless the context otherwise requires, is a reference to a clause of
this Agreement.





1.2            The
headings in this Agreement shall not affect the interpretation of this
Agreement.





2.       
      RETENTION AND SCOPE OF SERVICES





2.1            Party
B hereby agrees to retain the services of Party A, and Party A accepts such
appointment, to provide to Party B services in relation to the current and
proposed operations of Party B’s business in the PRC upon the terms and
conditions of this Agreement. The services subject to this Agreement shall
include, without limitation:





(a)            General Business
Operation. Advice and assistance relating to development of technology
and provision of consultancy services, particularly as related to dairy
business.


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(b)            Human
Resources.





(i)            Advice
and assistance in relation to the staffing of Party B, including assistance in
the recruitment, employment and secondment of management personnel,
administrative personnel and staff of Party B;





(ii)           Training
of management, staff and administrative personnel;





(iii)          Assistance
in the development of sound payroll administrative controls in Party
B;





(iv)          Advice
and assistance in the relocation of management and staff of Party
B;





(c)            Research and
Development





(i)        
   Advice and assistance in relation to research and development
of Party B;





(ii)           Advice
and assistance in industry development; and


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(d)            Other. Such other
advice and assistance as may be agreed upon by the Parties.





2.2            Exclusive Services
Provider. During the term of this Agreement, Party A shall be the
exclusive provider of the Services. Party B shall not seek or accept similar
services from other providers unless the prior written approval is obtained from
Party A.





2.3            Intellectual Properties
Related to the Services. Party A shall own all intellectual property
rights developed or discovered through research and development, in the course
of providing Services, or derived from the provision of the Services. Such
intellectual property rights shall include patents, trademarks, trade names,
copyrights, patent application rights, copyright and trademark application
rights, research and technical documents and materials, and other related
intellectual property rights including the right to license or transfer such
intellectual properties. If Party B must utilize any intellectual property,
Party A agrees to grant an appropriate license to Party B on terms and
conditions to be set forth in a separate agreement.





2.4            Pledge. Party B shall
permit and cause Party B’s shareholders to pledge the equity interests of Party
B to Party A for securing the Fee that should be paid by Party B pursuant to
this Agreement.


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3.             PAYMENT





3.1            General.





(a)            In
consideration of the Services provided by Party A hereunder, Party B shall pay
to Party A during the term of this Agreement a consulting services fee (the
“Consulting Services Fee”), payable in RMB each quarter, equal to all of its
revenue for such quarter based on the quarterly financial statements provided
under Clause 5.1 below. Such quarterly payment shall be made within 15 days
after receipt by Party A of the financial statements referenced
above.





(b)            Party
B will permit, from time to time during regular business hours as reasonably
requested by Party A, or its agents or representatives (including independent
public accountants, which may be Party B’s independent public accountants), (i)
to conduct periodic audits of books and records of Party B, (ii) to examine and
make copies of and abstracts from all books, records and documents (including,
without limitation, computer tapes and disks) in the possession or under the
control of Party B (iii) to visit the offices and properties of Party B for the
purpose of examining such materials described in clause (ii) above, and (iv) to
discuss matters relating to the performance by Party B hereunder with any of the
officers or employees of Party B having knowledge of such matters. Party A may
exercise the audit rights provided in the preceding sentence at any time,
provided that Party A provides ten days written notice to Party B specifying the
scope, purpose and duration of such audit. All such audits shall be conducted in
such a manner as not to interfere with Party B’s normal
operations.


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3.2            Party
B shall not be entitled to set off any amount it may claim is owed to it by
Party A against any Consulting Services Fee payable by Party B to Party A unless
Party B first obtains Party A’s written consent.





3.3            The
Consulting Services Fee shall be paid in RMB by telegraphic transfer to Party an
Account No______________, to such other account or accounts as may be specified
in writing from time to time by Party A.





3.4            Should
Party B fail to pay all or any part of the Consulting Service’s Fee due to Party
A in RMB under this Clause 3 Within the time limits stipulated, Party B shall
pay to Party A interest in RMB on the amount overdue based on the three (3)
month lending rate for RMB announced by the Bank of China on the relevant due
date.





3.5            All
payments to be made by Party B hereunder shall be made free and clear of and
without deduction for or on account of tax, unless Party B is required to make
such payment subject to the deduction or withholding of tax.


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4.         
    FURTHER TERMS OF COOPERATION





4.1            All
business revenue of Party B shall be directed in full by Party B into a bank
account(s) nominated by Party A.





5.     
        UNDERTAKINGS OF PARTY
A





Party B
hereby agrees that, during the term of the Agreement:





5.1            Information
Covenants. Party B will furnish to Party A:





5.1.1         Preliminary Monthly
Reports. Within five (5) days of the end of each calendar month the
preliminary income statements and balance sheets of Party B made up to and as at
the end of such calendar month, in each case prepared in accordance with the PRC
generally accepted accounting principles, consistently applied;





5.1.2         Final Monthly
Reports. Within ten (10) days after the end of each calendar month, a
final report from Party B on the financial position and results of operations
and affairs of Party B made up to and as at the end of such calendar month and
for the elapsed portion of the relevant financial year, setting forth in each
case in comparative form figures for the corresponding period in the preceding
financial year, in each case prepared in accordance with the PRC generally
accepted accounting principles, consistently applied;


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5.1.3        Quarterly Reports. As
soon as available and in any event within forty-five (45) days after each
Quarterly Date (as defined below), unaudited consolidated and consolidating
statements of income, retained earnings and changes in financial position of the
Party B and its subsidiaries, if any, for such quarterly period and for the
period from the beginning of the relevant fiscal year to such Quarterly Date and
the related consolidated and consolidating balance sheets as at the end of such
quarterly period, setting forth in each case actual versus budgeted comparisons
and in comparative form the corresponding consolidated and consolidating figures
for the corresponding period in the preceding fiscal year, accompanied by a
certificate of the chief financial officer of the Party B, which certificate
shall state that said financial statements fairly present the consolidated and
consolidating financial condition and results of operations, as the case may be,
of the Party B and its subsidiaries, if any, in accordance with PRC general
accepted accounting principles applied on a consistent basis as at the end of,
and for, such period (subject to normal year-end audit adjustments and the
preparation of notes for the audited financial statements);





5.1.4        Annual Audited
Accounts. Within six (6) months of the end of the financial year, the
annual audited accounts of Party B to which they relate (setting forth in each
case in comparative form the corresponding figures for the preceding financial
year), in each case prepared in accordance with, among others, the PRC generally
accepted accounting principles, consistently applied;





5.1.5        Budgets. At least 90
days before the first day of each financial year of Party B, a budget in form
satisfactory to Party A (including budgeted statements of income and sources and
uses of cash and balance sheets) prepared by Party B for each of the four
financial quarters of such financial year accompanied by the statement of the
chief financial officer of Party B to the effect that, to the best of his
knowledge, the budget is a reasonable estimate for the period covered
thereby.


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5.1.6Notice of Litigation.
Promptly, and in any event within one (1) business day after an officer of Party
B obtains knowledge thereof, notice of (i) any litigation or governmental
proceeding pending against Party B which could materially adversely affect the
business, operations, property, assets, condition (financial or otherwise) or
prospects of Party B and (ii) any other event which is likely to materially
adversely affect the business, operations, property, assets, condition
(financial or otherwise) or prospects of Party B.





5.1.7Other Information.
From time to time, such other information or documents (financial or otherwise)
as Party A may reasonably request. For purposes of this Agreement, “a Quarterly
Date” shall mean the last day of March, June, September and December in each
year, the first of which shall be the first such day following the date of this
Agreement; provided that if any such day is not a business day in the PRC, then
such Quarterly Date shall be the next succeeding business day in the
PRC.


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5.2Books, Records and
Inspections. Party B will keep proper books of record and account in
which full, true and correct entries in conformity with generally accepted
accounting principles in the PRC and all requirements of law shall be made of
all dealings and transactions in relation to its business and activities. Party
B will permit officers and designated representatives of Party A to visit and
inspect, under guidance of officers of Party B, any of the properties of Party
B, and to examine the books of record and account of Party B and discuss the
affairs, finances and accounts of Party B with, and be advised as to the same
by, its and their officers, all at such reasonable times and intervals and to
such reasonable extent as Party A may request.





5.3Corporate Franchises.
Party B will do or cause to be done, all things necessary to preserve and keep
in full force and effect its existence and its material rights, franchises and
licenses.





5.4Compliance with Statutes,
etc. Party B will comply with all applicable statutes, regulations and
orders of, and all applicable restrictions imposed by, all governmental bodies,
in respect of the conduct of its business arid the ownership of its property,
including without limitation maintenance of valid and proper government
approvals and licenses necessary to provide the services, except that such
noncompliances could not, in the aggregate, have a material adverse effect on
the business, operations, property, assets, condition (financial or otherwise)
or prospects of Party B.





6.NEGATIVE COVENANTS





Party B
covenants and agrees that, during the term of this Agreement, without the prior
written consent of Party A.


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6.1            Equity. Party B will
not issue, purchase or redeem any equity or debt securities of Party
B.





6.2            Liens. Party B will
not create, incur, assume or suffer to exist any Lien upon or with respect to
any property or assets (real or personal, tangible or intangible) of Party B
whether now owned or hereafter acquired, provided that the provisions of this
Clause 6.1 shall not prevent the creation, incurrence, assumption or existence
of:





6.2.1        Liens
for taxes not yet due, or Liens for taxes being contested in good faith and by
appropriate proceedings for which adequate reserves have been established;
and





6.2.2        Liens
in respect of property or assets of Party B imposed by law, which were incurred
in the ordinary course of business, and (x) which do not in the aggregate
materially detract from the value of such property or assets or materially
impair the use thereof in the operation of the business of Party B or (y) which
are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing the forfeiture or sale of the property of assets
subject to any such Lien.


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6.3            Consolidation, Merger, Sale
of Assets, etc. Party B will not wind up, liquidate or dissolve its
affairs or enter into any transaction of merger or consolidation, or convey,
sell, lease or otherwise dispose of (or agree to do any of the foregoing at any
future time) all or any part of its property or assets, or purchase or otherwise
acquire (in one or a series of related transactions) any part of the property or
assets (other than purchases or other acquisitions of inventory, materials and
equipment in the ordinary course of business) of any Person, except that (i)
Party B may make sales of inventory in the ordinary course of business and (ii)
Party B may, in the ordinary course of business, sell equipment which is
uneconomic or obsolete.





6.4            Dividends. Party B
will not declare or pay any dividends, or return any capital, to its
shareholders or authorize or make any other distribution, payment or delivery of
property or cash to its shareholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock now or hereafter outstanding (or any options or
warrants issued by Party B with respect to its capital stock), or set aside any
funds for any of the foregoing purposes.





6.5            Leases. Party B will
not permit the aggregate payments (including, without limitation, any property
taxes paid as additional rent or lease payments) by Party B under agreements to
rent or lease any real or personal property to exceed [US$1 million] in any
fiscal year of Party B.


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6.6            Indebtedness. Party B
will not Contract, create, incur, assume or suffer to exist any indebtedness,
except accrued expenses and current trade accounts payable incurred in the
ordinary course of business, and obligations under trade letters of credit
incurred by Party B in the ordinary course of business, which are to be repaid
in full not more than one (1) year after the date on which such indebtedness is
originally incurred to finance the purchase of goods by Party B.





6.7            Advances, Investment and
Loans. Party B will not lend money or credit or make advances to any
Person, or purchase or acquire any stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any other Person, except
that Parry A may acquire and hold receivables owing to it, if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with Customary trade terms.





6.8            Transactions with
Affiliates. Party B will not enter into any transaction or series of
related transactions, whether or not in the ordinary course of business, with
any Affiliate of Party B, other than on terns and conditions substantially as
favorable to Party B as would be obtainable by Party B at the time in a
comparable arm’s-length transaction with a Person other than an Affiliate and
with the prior written consent of Party A.





6.9            Capital Expenditures.
Party B will not make any expenditure for fixed or capital assets (including,
without limitation, expenditures for maintenance and repairs which should be
“capitalized in accordance with generally accepted accounting principles in the
PRC and including capitalized lease obligations) during any period set forth
below (taken as one accounting period) which exceeds in the aggregate for Party
B the amount of commencing in the fiscal year.


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6.10          Modifications to Debt
Arrangements, Agreements or Articles of Association. Party B will not (i)
make any voluntary or optional payment or prepayment on or redemption or
acquisition for value of (including, without limitation, by way of depositing
with the trustee with respect thereto money or securities before due for the
purpose of paying when due) any Existing Indebtedness or (ii) amend or modify,
or permit the amendment or modification of, any provision of any Existing
Indebtedness or of any agreement (including, without limitation, any purchase
agreement, indenture, loan agreement or security agreement) relating to any of
the foregoing or (iii) amend, modify or change its Articles of Association or
Business License, or any agreement entered into by it, with respect to its
capital stock, or enter into any new agreement with respect to its capital
stock.





6.11         Line of Business.
Party B will not engage (directly or indirectly) in any business other than
those types of business prescribed within the business scope of Party B’s
business license except with the prior written consent of Party
A.


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7.       
      TERM AND TERMINATION





7.1            This
Agreement shall take effect on the date of execution of this Agreement and shall
remain in full force and effect unless terminated pursuant to Clause
7.2.





7.2            This
Agreement may be terminated:





7.2.1        by
either Party giving written notice to the other Party if the other Party has
committed a material breach of this Agreement (including but not limited to the
failure by Party B to pay the Consulting Services Fee) and such breach, if
capable of remedy, has not been so remedied within, in the case of breach of a
non-financial obligation, 14 days, following receipt of such written
notice;





7.2.2        either
Party giving written notice to the other Party if the other Party becomes
bankruptcy or insolvent or is the subject of proceedings or arrangements for
liquidation or dissolution or ceases to carry on business or becomes unable to
pay its debts as they come due;





7.2.3        by
either Party giving written notice to the other Party if, for any reason, the
operations of Party A are terminated;


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7.2.4        by
either Party giving written notice to the other Party if the business licence or
any other license or approval material for the business operations of Party B is
terminated, cancelled or revoked;





7.2.5        by
either Party giving written notice to the other Party if circumstances arise
which materially and adversely affect the performance or the objectives of this
Agreement; or





7.2.6        by
election of Party A with or without reason.





7.3Any
Party electing properly to terminate this Agreement pursuant to Clause 7.2 shall
have no liability to the other Party for indemnity, compensation or damages
arising solely from the exercise of such right. The expiration or termination of
this Agreement shall not affect the continuing liability of Party B to pay any
Consulting Services Fees already accrued or due and payable to Party A. Upon
expiration or termination of this Agreement, all amounts then due and unpaid to
Party A by Party B hereunder, as well as all other amounts accrued but not yet
payable to Party A by Party B, shall forthwith become due and payable by Party B
to Party A.





8.        
     PARTY B’S REMEDY UPON PARTY A’S
BREACH





In
addition to the remedies provided elsewhere under this Agreement, Party A shall
be entitled to remedies permitted under PRC laws, including without limitation
compensation for any direct and indirect losses arising from the breach and
legal fees incurred to recover losses from such breach.


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9.         
    AGENCY





The
Parties are independent Contractors, and nothing in this Agreement shall be
construed to constitute either Party to be the agent, Partner, legal
representative, attorney or employee of the other for any Purpose whatsoever.
Neither Party shall have the power or authority to bind the other except as
specifically set out in this Agreement.





10.           GOVERNING
LAW AND JURISDICTION





10.1         Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the PRC.





10.2         Arbitration. Any
dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the Parties. Such consultations
shall begin immediately after one Party has delivered to the other Party a
written request for such consultation. If within ninety (90) days following the
date on which such notice is given, the dispute cannot be settled through
consultations, the dispute shall, upon the request of any Shareholder with
notice to the other Party, be submitted to arbitration in China under the
auspices of China International Economic and Trade Arbitration Commission (the
“CIETAC”). The Parties shall jointly appoint a qualified interpreter for the
arbitration proceedings and shall be responsible for sharing in equal portions
the expenses incurred by such appointment. The arbitration proceeding shall take
place in Shanghai, China. Any resulting arbitration award shall be final
conclusive, binding and enforceable upon both parties.


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10.3         Number and Selection of
Arbitrators. There shall be three (3) arbitrators. Party B shall select
one (1) arbitrator and Party A shall select one (1) arbitrator, and both
arbitrator shall be selected within thirty (30) days after giving or receiving
the demand for arbitration. Such arbitrators shall be freely selected, and the
Parties shall not be limited in their selection to any prescribed list. The
chairman of the CIETAC shall select the third arbitrator. If a Party does not
appoint an arbitrator who has consented to participate within thirty (30) days
after the selection of the first arbitrator, the relevant appointment shall be
made by the chairman of the CIETAC.





10.4         Language. Unless
otherwise provided by the arbitration rules of CIETAC, the arbitration
proceeding shall be conducted in English. The arbitration tribunal shall apply
the arbitration rules of the CIETAC in effect on the date of the signing of this
Agreement. However, if such rules are in conflict with the provisions of this
Clause, including the provisions concerning the appointment of arbitrators, the
provisions of this Clause shall prevail.


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10.5         Cooperation;
Disclosure. Each Party shall cooperate with the other Party in making
full disclosure of and providing complete access to all information and
documents requested by the other Party in connection with such proceedings,
subject only to any confidentiality obligations binding on such
Parties.





10.6         Jurisdiction.
Judgment upon the award rendered by the arbitration may be entered into by any
court having jurisdiction, or application may be made to such court for a
judicial recognition of the award or any order of enforcement
thereof.





10.7         Continuing
Obligations. During the period when a dispute is being resolved, the
Parties shall in all other respects continue their implementation of this
Agreement.





11.           ASSIGNMENT





No part
of this Agreement shall be assigned or transferred by either Party without the
prior written consent of the other Party. Any such assignment or transfer shall
be void. Party A, however, may assign its rights and obligations hereunder to an
Affiliate.


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12.            NOTICES





Notices
or other communications required to be given by any party pursuant to this
Agreement shall be written in English and Chinese and delivered personally or
sent by registered mail or postage prepaid mail or by a recognized courier
service or by facsimile transmission to the address of relevant each party or
both parties set forth below or other address of the party or of the other
addressees specified by such party from time to time. The date when the notice
is deemed to be duly served shall be determined as the follows: (a) a notice
delivered personally is deemed duly served upon the delivery; (b) a notice sent
by mail is deemed duly served the tenth (10th) day after the date when the air
registered mail with postage prepaid has been sent out (as is shown on the
postmark), or the fourth (4th) day after the delivery date to the
internationally recognized courier service agency; and (c) a notice sent by
facsimile transmission is deemed duly served upon the receipt time as is shown
on the transmission confirmation of relevant documents.





Party
      A
            Harbin
      Mega Profit Management & Consultation Co.,
  Ltd.,





Address:





Attn:





Fax:





Tel:


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Party
      B
            Qinggang
      Mega Profit Agriculture Co., Ltd.





Attn:





Fax:





Tel:





13.            GENERAL





13.1         The
failure to exercise or de]ay in exercising a right or remedy under this
Agreement shall not constitute a waiver of the right or remedy or waiver of any
other rights or remedies and no single or partial exercise of any right or
remedy under this Agreement shall prevent any further exercise of the right or
remedy or the exercise of any other right or remedy.





13.2         Should
any Clause or any part of any Clause contained in this Agreement be declared
invalid or unenforceable for any reason Whatsoever, all other Clauses or parts
of Clauses contained in this Agreement shall remain in full force and
effect.


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13.3         This
Agreement constitutes the entire agreement between the Parties relating to the
subject matter of this Agreement and supersedes all previous
agreements.





13.4         No
amendment or variation of this Agreement shall be valid unless it is in writing
and signed by or on behalf of each of the Parties.





13.5         This
Agreement shall be executed in two (2) duplicate originals in English. Each
Party has received one (1) duplicate original, and all originals shall be
equally valid.





[SIGNATURE
PAGE FOLLOWS]


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[Signature
Page]





IN WITNESS WHEREOFboth
parties hereto have caused this Agreement to be duly executed by their legal
representatives and duly authorized representatives on their behalf as of the
date first set forth above.





PARTY
      A:
            Harbin
      Mega Profit Management & Consultation Co., Ltd.Legal/Authorized
      Representative:
            /s/ ZHENG ZhiName:
      ZHENG ZhiTitle:
      Executive DirectorPARTY
      B:
            Qinggang
      Mega Profit Agriculture Co., Ltd.Legal/Authorized
      Representative:
            /s/ ZHENG ZhiName:
      ZHENG ZhiTitle:
      Executive Director







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