Stock
      Transfer Agreement

    (English
      Translation)

    


    
      	 	
              Party
                A: Transferor Information

            	
              Party
                B: Transferee Information

            
	
              Name
                of Company

            	
              Shandong
                Zhouyuan Seed and 

              Nursery
                Co., Ltd. (SZSN.OB)

            	
              Zhou
                Jian

            
	
              Contact
                Information

            	
              238
                Jianxindong Street

              Laizhou,
                Shandong Province

              The
                People’s Republic of China

            	
              16
                Tong Xin Lin North Road

              Building
                6, Unit 2, No. 3

              Wu
                Hou District

              Chengdu,
                Sichuan Province

              The
                People’s Republic of China

            
	
              Telephone

            	
              0535-2212279

            	
              610041

              15902845785

            
	
              Purchase
                Price

            	
              CNY
                500,000

            	
              7,000,000
                shares of common stock

            


    

    


    A. Representations
      of the Parties:

    


    
      	 	
              1.

            	
              Party
                A represents to Party B that all information provided are true and
                correct.

            


    

    
      	 	
              2.

            	
              Party
                B represents to Party A that the origin of the funds used to purchase
                the
                Company’s stock is legal.

            


    

    
      	 	
              3.

            	
              Party
                B agrees to be bound by all applicable law and the terms of this
                Agreement.

            


    

    
      	 	
              4.

            	
              Party
                B is aware of the risk associated with the investment contemplated
                by this
                Agreement, and desires to purchase the Company’s common stock despite of
                the risks involved.

            


    

     

    B. Terms
      of
      the Agreement:

    


    
      	 	
              1.

            	
              Party
                A shall issue 7,000,000 shares of its common stock (the “Shares”) to Party
                B.

            


    

    
      	 	
              2.

            	
              Party
                B agrees to accept the Shares.

            


    

    
      	 	
              3.

            	
              Within
                30 business days of the execution of this Agreement, Party A shall
                complete all transactions relating to the issuance of the Shares.
                Upon
                completion of the transactions relating to the issuance of the Shares,
                Party A shall deliver to Party B a certificate representing the Shares.
                In
                addition, Party A guarantees that the issuance of the Shares are
                in
                compliance with U.S. securities laws and that Party A will file all
                necessary reports regarding the transaction with the U.S. Securities
                and
                Exchange Commission.

            


    

    
      	 	
              4.

            	
              This
                Agreement shall be executed in two copies and effective upon full
                execution by both Parties.

            


    

    


    
      	
              Party
                A: Shandong Zhouyuan Seed and Nursery Co., Ltd

            	
              Party
                B: Zhou Jian

            


    

     

    Representative:
      Wang Zhigang  

    November
      10, 2008