Cross-Guarantee
        Agreement

       

      Party
        A:
        Xuji Group Co.,Ltd.

       

      Adress:
        1298 Xuji Avenue, Xuchang City, Henan Province.

       

      Legal
        Representative: Wang Jinian

       

      Party
        B:
        Henan Zhongpin Food Share Co.,Ltd.

       

      Adress:
        21 Changshe Road, Changge City.

       

      Legal
        Representative: Zhu Xianfu

       

      Under
        the
        principle of friendly cooperation and mutual development, for the better
        functioning of both operational entities and raising funds effectively and
        timely, Party A and Party B agree to reach the following agreement as to
        providing a mutual guarantee: 

       

      Section
        One Cross Guarantee

       

      
        	
                1.1

              	
                Both
                  Parties seriously promise, within the mutual-guarantee total amount
                  and
                  cross-guarantee period stated in the agreement, to provide mutually
                  guarantees for bank loans and
                  acceptance.

              


      

       

      Section
        Two Total Amount and Term for Cross Guarantee

       

      2.1
        Both
        Parties confirm, the total amount of the mutual guarantee is 300
        million RMB.

       

      2.2
        Both
        Parties confirm, guarantee term is one
        year(s),
        that is from April,
        1st,
        2008
        to March, 31st,
        2009.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        Three Cross-Guarantee Form

       

      3.1
        Both
        Parties confirm to take the form of joint liability assurance for mutual
        guarantee.

       

      Section
        Four Precondition for Cross Guarantee 

       

      4.1
        Before entering the subscription agreement, both Parties recognize that they
        have obtained the approval respectively from internal board of directors
        or
        assembly of shareholders in accordance to the provisions of each company
        and
        guaranteed that both have reached a legally effective written agreement of
        the
        board of directors or assembly of shareholders on the mutual
        guarantee.

       

      4.2
        Both
        Parties shall provide the above mentioned written decision when signing the
        agreement.

       

      Section
        Five Rights and Obligations of Both Sides

       

      5.1
        Both
        sides shall designate respectively a financial functionary to arrange relevant
        procedures in due course in order to assure that the opposing party can smoothly
        conduct financing like loan or acceptance.

       

      5.2
        One
        party asks the other to provide relevant legal papers for the guarantee
        agreement to be signed, in which every item should be filled in clearly and
        completely.

       

      5.3
        In
        the event that one party has not completed legal papers such as guarantee
        agreement according to the provisions under Article 5, Paragraph 2, or there
        are
        certain blanks in legal papers like the guarantee agreement, the opposing
        Party
        can refuse to deal with relevant mutual-guarantee issues.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        Six Suspend and Dissolution of the Agreement

       

      6.1
        During the cross guarantee term, in case one side can prove that the other
        side
        is involved in a significant dispute, fatal lawsuit or other issues that
        influence its normal operation, Party one can suspend the agreement, but
        should
        notify the other Party in written form within 10 working days.

       

      6.2
        During the cross guarantee term, in case that one party can prove that the
        other
        side has entered into bankruptcy, liquidation, dissolution, or has occurred
        other situation of guarantee incapability, one party can dissolve the agreement
        in advance, but should notify the other party in written form within 10 working
        days.

       

      6.3
        If
        the condition stated in Article 6, Paragraph 1 or Article 6, Paragraph 2
        under
        the agreement occurs, it has no impact on the guarantee agreement that has
        been
        signed into effect by both parties. That is to say any party should not exempt
        all guarantee obligations that has occurred due to the suspension or dissolution
        of this agreement.

       

      Section
        Seven Guarantee Obligation

       

      7.1
        In
        case one party postpones to pay mature debts that the other party might bear
        joint guarantee liability, within one month from the debt’s maturity, one party
        should provide legal, valid and safe anti-guarantee property that equals
        to its
        guarantee amount to the opposing party, and sign the anti-guarantee agreement
        as
        well as conduct related procedures according to law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.2
        In
        case one side delays or is unable to pay mature debts resulting in the other
        side having to bear joint guarantee liability, within one week upon assuming
        guarantee responsibility, the party that bears guarantee responsibility can
        dispose of relevant property complying with the sealed anti-guarantee agreement
        by both parties for recuperating its guarantee responsibility, but should
        notify
        the party who provides anti-guarantee property in written form.

       

      Section
        Eight Confidential Liability

       

      8.1
        During the process of implementation of the agreement, any financial or
        operational information, customer data, technique secrete, other related
        information or message that dissolved, mastered, preserved by one side is
        regarded as confidential information.

       

      8.2
        Each
        party should comply with the confidential liability to not let out, reveal,
        disclose to any other side out of the agreement. Written agreement signed
        by
        both or legally prescribed that allowed to be revealed exempts.

       

      8.3
        Any
        party acting in violation of the confidential items listed in the agreement
        should take corresponding legal responsibility. 

       

      Section
        Nine Notice and Delivery

       

      9.1
        Both
        parties agree to designate a financial functionary in charge of the
        implementation and relevant assistance under the agreement. The respective
        designated person and their addresses are as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Party
        A:
        Wan Jiling

       

      Adress:
        Xuji Capital Management Center, 1298 Xuji Avenue, Xuchang City, Henan
        Province.

       

      Zip
        code:
        461000

       

      Tel
        :
        0374-3212508

       

      Fax:
        0374-3120066

       

      Party
        B:
        Zhu Xiaowei

       

      Adress:
        Capital Management Department, Financial Management Center, 21 Changshe Road,
        Changge City.

       

      Zip
        code:
        461500

       

      Tel
        :
        0374-6211281

       

      Fax:
        0374-6211281

       

      9.2
        Both
        agree that if the written notice has been delivered to the appointed person
        of
        the other side under the agreement’s provision of Article 9, Paragraph 1, it is
        regarded as it has been delivered to the other party.

       

      Section
        Ten Continuance of the agreement

       

      10.1
        After the expiration of the validity period under the agreement, if extension
        is
        needed, both should sign a written agreement separately.

       

      Section
        Eleven Dispute Resolution 

       

      11.1
        In
        the event a dispute occurrs in the implementation of the agreement, both
        parties
        shall resolve by negotiation; if negotiation fails, any party can claim a
        lawsuit by the regional court of the accuser, but additional stipulation
        under
        the guarantee agreement shall be exempt.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        Twelve Validity and other Issues of the Agreement

       

      12.1
        This
        agreement is in duplicate, both parties shall hold one each. It shall be
        effective with both sides’ signatures and seals attached hereunder.

       

      
        	
                Party
                  A:    Xuji Group
                  Co.,
                  Ltd.

              	 	
                Party
                  B:   Henan
                  Zhongpin Food Share Co., Ltd.

              
	 	 	 
	
                Representative’s
                  Signature(Seal):    By: /s/ Wang
                  Jinian

              	 	
                Representative’s
                  Signature(Seal):    By: /s/ Xianfu
                  Zhu

              
	 	 	 
	
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