EX-10.21






This is an English translation

 





Exhibit 10.21




Technology Development Contract




	 	 	 

	Name of the Project:

	 	“Linong Planting Mode and Management” System
	 
	 	 
	Entrusting Party:

	 	China Linong International Limited
	 
	 	 
	(Party A)
	 	 
	 
	 	 
	Research

	 	Beijing Research Center for Information
	 
	 	 
	Developer:

	 	Technology in Agriculture
	 
	 	 
	(Party B)
	 	 






 









 






     In accordance with the requirements of the Contract Law of the People’s Republic of
China, the parties hereto have, after mutual consultation, unanimously agreed to enter into this
Contract in respect of the technology development of the project titled Vegetable Logistics
Management System for Huidong Base of China Linong.



     I. Description of the Technology hereunder, its Scope and
Requirements



     For the purpose of meeting the business demand of China Linong International Limited
(hereinafter referred to as “China Linong”) in the areas of logistics, such as the formulation of
Huidong Base’s planting scheme, administration of planting specifications, field planting,
harvesting and source tracing, the “Vegetable Logistics Management System for Huidong Base of China
Linong” is developed, which becomes one of the key technologies for the information management of
China Linong and is further applied generally to all bases of China Linong Group. The technology
hereunder covers:



     1. Planting Scheme Management Subsystem



     The subsystem is designed to have the functions as follows: it provides services for the Base
in formulating an annual planting scheme, coordinates among Huidong Base, Guangdong Company and
Linong Group with respect to the reporting and adjustment of their planting schemes, and solves
the problems, such as what, when and how much to plant, planting costs and estimated planting
revenues. The specific functions of the subsystem include such function modules as production
schedule and adjustment of a planting scheme, its assessment (cost and output forecasts),
implementation and statistics.



     2. Field Files Integrated Management Subsystem



     The subsystem is designed to have the functions as follows: an integrated



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management is made in respect of the field planting, use of labor and injection of materials for
each batch of products during planting period. Records of field planting are the base of quality
control and source tracing of products whereas labor records form the base of employees’ wages and
their performance appraisal. The subsystem is operated by providing support to both portable PDAs
(smartphones) and personal computers. The specific functions of the subsystem include pesticide and
fertilization management, field operation records, review and reporting of field files, data
statistics of field files, labor records and notices, statistics of employees’ wages, management of
materials injected, and output of personalized customization of statements.




     3. Standardized Planting Specifications Management Subsystem



     The subsystem is designed to have the
functions as follows: it builds up a database of standardized planting specifications for China
Linong and completes the formulation, change and release of planting specifications. The
standardized planting specifications for all kinds of vegetables form the base of the management
of planting process. The specific functions of the subsystem include the creation, release and
evaluation of standardized planting specifications.



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     4. Source Tracing Management Subsystem



     The subsystem is designed to have the functions as follows: management can be made throughout
the process from seedlings breeding, growing, harvesting to processing and packaging for a single
batch of products by using one-dimensional barcode to trace the source via website. The subsystem
will break down sources into internal and external sources for separate publication. The specific
functions of the subsystem include barcode generation and printing management, batch management,
internal source management and external source inquiry.



     5. Inventory Taking Management Subsystem for Existing Products



     The subsystem is designed to have the functions as follows: users at the three tiers — Linong
Group, its subsidiaries and bases — can conduct inventory taking and statistics in respect of any
resources under their respective management on a real-time basis. Inventory taking covers total
planting areas, expected total production capacity, cumulative total quantity of plants harvested,
expected remaining production capacity, harvested, retired or damaged areas and actual field area.
The specific functions of the subsystem include the gathering of inventory taking information, its
review and reporting, as well as statistic analysis.



     6. Harvest Management Subsystem



     The subsystem is designed to have the functions as follows: it provides services for sales
management through the formulation and reporting of monthly and weekly harvest plans. A harvest
plan primarily covers the name of plants, their batch number, base, zone, area, sowing period,
planting period, expected areas that can be harvested, expected harvest duration, expected quantity
of plants harvested per day, expected production capacity per mu, and expected sales amounts. The
specific functions of the subsystem include the formulation and reporting of harvest plans,
communication of harvest targets to the lower level, and statistics of



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harvest plans.




     7. Seedlings Breeding Management



     The subsystem is designed to have the functions as follows: a seedlings breeding plan is
formulated in accordance with the timetable of a planting scheme and the areas involved therein,
and seedlings breeding management is made, including records of field files and all types of cost
accounting during seedlings breeding period. As a separate part of the whole production process,
seedlings breeding is independently managed and any cost in connection with seedlings breeding is
counted as planting cost. The specific functions of the subsystem include the management of
seedlings breeding plans, records of field files during seedlings breeding period, labor
management for seedlings breeding, management of items injected for seedlings breeding, and the
aggregate of total costs for
seedlings breeding.



     8. Basic Data Management



     The subsystem is designed to have the functions as follows: unified code, name and measurement
unit are assigned in respect of the basic information of the subsystem. The management of basic
data includes the management of items injected (pesticides and fertilizers), sheds, products, fixed
assets, consumables, working partners, standardized planting specifications. The specific functions
of the subsystem include the input of basic data, its examination and approval, release and
inquiry, as well as the synchronization of basic data of all subsystems.



     9. Tracing Wholesale Market Trend Subsystem



     The subsystem is designed to have the functions as follows: when making arrangement for its
planting scheme, the Company may search for previous product prices of all markets quickly through
the subsystem to make an analysis on the pattern of price fluctuation, which will be key reference
for the Company to formulate its plans. The specific functions of the subsystem include the
following: it can regularly aggregate and input the sales data collected by the Company from all
markets, as well as the price data of products of the target markets which the







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Company is concerned into the subsystem, and have an option to calculate the weekly,
bi-weekly and monthly price of a product and to draw a curve chart for it by selecting a
particular product, market and time slot.




     10. Customer Channels Management Subsystem



     The subsystem is designed to have the functions as follows: when making arrangement for its
planting scheme, the Company may search quickly through the subsystem for the key details of its
previous transactions with customers, including trading units, time, transaction volume,
transaction amount and other remarks (such as market price and climate, etc., at the time of
transactions), which help the Company to make an analysis on the pattern of its customers’ demands
so as to better forecast the demand of all kinds of products. The specific functions of the
subsystem include the following: it can regularly aggregate and input the details of transactions
between the Company and its customers into the subsystem, which facilitates the inquiry for
corresponding sales details of a particular customer based on conditions such as the name of
customer, base, product, and time.



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     II. Technical Benchmarks and Parameters that Shall be Attained



     1. The system is operated by providing support to B/S mode of internet and
LAN, offers support to the requirement of installation of any number of customer
software and at least guarantees that the number of users online concurrently on
customer end exceeds 100 people.



     2. The system is used with high efficiency. The response time for clicking a
webpage without any pictures shall be less than 3 seconds while the response time
for clicking a webpage with pictures shall be less than 8 seconds.



     3. The system adopts the technical structure of Microsoft Windows, including
the server edition of Windows operating system, and the corresponding edition of
database software of Microsoft SQL Server and its user permit.



     4. The operating interface is user-friendly with numerous functions to
customize personalized functions, which meets the demand of users to customize
and export statements.



     5. The system is operated in a normal and stable manner so as to ensure the
completeness of any data processed by it. The system shall be operated
continuously for 24 hours a day and 7 days a week (7×24 hours) and the average
breakdown time shall be less than 6 days per year. It shall have stronger disaster
recovery capability and the average time for the repair of breakdowns shall be less
than 24 hours.



     6. Management and maintenance of data backup and log can be made in the
system.



     Other Relevant Benchmarks and Questions that Needed to be Clarified:



     1. Party B shall provide system relocations twice free of charge, for instance,
the system is relocated from Fuzhou to Hong Kong.



     2. Party A shall be responsible for purchasing or providing the basic hardware








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equipment and software that are necessary for the operation of the system. Party A shall
solicit comments from Party B for the selection of specific models of hardware and software
equipment (such as, the model of server, version of operating system, version of database
management system) so as to guarantee the effective integration and performance optimization of the
hardware and software of the system.




     3. Any equipment of the system, such as barcode printers, portable PDAs
(smartphones), shall be purchased or provided by Party A. Party B may provide 20
portable PDAs, free of charge, as gifts without undertaking any liability for
after-sale services.



     4. Technical support and after-sale services: Party B shall provide technical
support and after-sale services for 24 hours a day and 7 days a week (7×24 hours)
for a term of 2 years, during which 4 on-site emergency rescue services and an
annual health check service for the system will be provided. Technical support
shall be provided in the following manner: on-site, by phone, via network, by email
or fax. The arrival of sites within 48 hours shall be required for any on-site service
and the response within 2 hours shall be required for any service provided by
phone or via network.



     5. Training for users: Training for users includes the training on the use of the
system for employees of Huidong Base and the training on the use, maintenance
and management of the system for technicians of China Linong so as to ensure that
the system provided by Party B can operate in a normal and safe manner. The
objective of the training is that users can keep abreast of the system functions that
shall be obtained by them due to their position.



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     III. Research Development Plan



     1. Demand Analysis and System Design Phase, which will be from March 1, 2010 to September 30, 2010.



     Party B shall complete the demand analysis and provide the system prototype, and shall convene
the “Seminar for the Design of System Functions”. Party B shall report the design of system
functions in great detail and obtain the confirmation from Party A in respect thereof. Party B
shall submit a technical proposal for the “Vegetable Logistics Management System for Huidong Base
of China Linong” and part of the subsystems’ Beta version within one week after the conclusion of
the Seminar.



     2. System Development Phase, which will be from October 8, 2010 to
December 9, 2010.



     Software development and testing shall be completed, and software disks shall be submitted.



     3. System Arrangement and Huidong Pingshan Base Training Phase,
which will be from December 10, 2010 to March 30, 2011.



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     IV. Research and Development Fund, Remuneration and its Payment
or Settlement Method



     The first installment of the fund hereunder shall be Renminbi 1,100,000 (in words: One Million
and One Hundred Thousand Yuan Only).


Party A shall pay the first prepayment in an amount of
Renminbi 600,000 (in words: Six Hundred Thousand Yuan only) for the project; upon completion of the
development phase and submission of software disks, Party A shall pay Renminbi 300,000 (in words:
Three Hundred Thousand Yuan Only); upon completion of the system arrangement and Huidong Pingshan
Base Training Phase, Party A shall pay Renminbi 200,000 (in words: Two Hundred Thousand Yuan Only).




     V. Property Ownership of Equipment, Materials and Information
Purchased with the Research and Development Fund



     Any experiment equipment and materials purchased in the course of project development, such as
barcode printers, software testing tools and etc., shall be the property of Party B.



     All information and files created in the course of project development (such as demand
analysis report and user training manual, etc.) shall be jointly owned by Party A and Party B.
Neither party shall distribute to any third party without the permission of the other party.



     If software applications (such as barcode plug-ins and statement plug-ins) are required to be
purchased from a third party for the integration into the system, their property ownership shall
belong to Party A.



     VI. Duration, Place and Method of Performance



     This Contract shall be performed in Beijing and Huidong Base, Huizhou, Guangdong Province by
April 30.



     VII. Confidentiality of Technical News and Information



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     The parties shall have the confidentiality obligations in respect of all data and information
in relation to the project, and shall not disclose such data and information to any third parties
other than Party A and Party B.



     Any party who discloses technical secrets shall be held liable for all legal liabilities and
economic loss arising therefrom.



     VIII. Description of Technical Collaboration and Guidance



     Please refer to the paragraphs of “Technical Support and After-sale Services” and “Users
Training” under the section headed “Technical Benchmarks and Parameters that Shall be Attained”.



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     IX. Ownership and Sharing of Technical Achievements



     (A) Right to apply for patents



     If an application for patent is involved during the term of the project, Party A and Party B
shall negotiate with each other in respect thereof, and neither party shall apply for patent
without permission. The ownership of the patent applied for shall belong to Party A. Any costs of
the patent application and related expenses shall be separately paid by Party A, and shall not be
included into the fund hereunder.



     Publication of both papers and books shall be in compliance with the basic principles of the
right to apply for patent. Neither party shall publish papers or books based on the content of the
project without permission.



     (B) Right to use and transfer of technical secrets



     Any technical secret of the project shall be in compliance with the requirement that “Anyone
who develops a technical secret will be entitled to its ownership”, which means that the right to
use and transfer of any technical secret originally owned by Party A shall belong to Party A,
while the right to use and transfer of any technical secret originally owned by Party B shall
belong to Party B. Neither party shall use or transfer technical secrets that are known to it in
the course of the implementation of the project without permission.



     X. Standards and Method of Inspection and Acceptance



     If any technical achievement resulting from the research and development meets the technical
benchmarks listed in Article II hereof (Technical Benchmarks and Parameters that Shall be
Attained), an inspection and acceptance shall be taken in the form of a meeting with the
participation of experts, who will then issue a certificate in relation to the inspection and
acceptance of technical project.



     XI. Undertaking of Risk Liabilities



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Any party who suffers from any loss resulting from the failure of all or part of the research
and development and is unable to perform this Contract due to force majeure, such as fire, flood,
typhoon or earthquake, or any technical difficulties that are hardly overcome under the present
conditions shall notify the other party immediately of the performance of this Contract that has
been affected. The parties shall work out any solution with respect to further implementation of
this Contract through mutual negotiation. During the performance of this Contract, the risk
liabilities shall be borne by Party A and Party B equally in the ratio of 50%:50%.




     XII. Calculation of Default Penalty or Compensation for Loss



     Any party who is in breach of this
Contract shall bear the liabilities for breach of contract in accordance with the relevant
requirements of the Contract Law of the People’s Republic of China.



     XIII. Method of Disputes Resolution



     In the event that any dispute arises during the performance of this Contract, and no
settlement can be made or no agreement can be reached through mediation, the parties may resolve
the dispute by arbitration or through judicial proceeding.




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Entrusting Party (Party A)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Chop of Fuzhou Land V. Group	 	Chop Exclusively
	 	 	Co. Ltd is affixed]	 	for Technology Contract
	Name	 	(Signature & Chop)	 	or Common Chop of the Unit
	Legal 

Representative	 	[Signature of Shing Yung Ma]


(Signature & Chop)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Authorized Agent	 	(Signature & Chop)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Contact

(Responsible) 

Person	 	(Signature & Chop)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address

(Correspondence 

Address)

	 	30H Guomao
Square, No. 71,
Wusi Road, Fuzhou
City, Fujian
Province
	 	Postal

Code
	 	 	350000	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Telephone No.

	 	591-87619758
	 	Fax
	 	 	591-87619768	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name of the
Bank	 	SPD Bank, Fuzhou Branch	 	August 5, 2010
	 
	 	 	 	 	 	 	 	 	 	 
	Account No.	 	 	 	 






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Research Developer (Party B)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Beijing Research Center for Information	 	 
	 	 	Technology in Agriculture (Signature & Chop)	 	Chop Exclusively for
	 	 	[Chop of Beijing Research Center for Information	 	Technology Contract or
	Name	 	Technology in Agriculture is affixed]	 	Common Chop of the Unit
	Legal 

Representative	 	Li Yunfu	 	(Signature & Chop)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Authorized Agent	 	Wang Kaiyi	 	(Signature & Chop)	 	 
	 	 	[Signature of Wang Kaiyi]	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Contact

(Responsible) 

Person	 	Yang Yueying	 	(Signature & Chop)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address

(Correspondence 

Address)

	 	A812, Tower A,
Beijing Nongke Building,
No. 11 Shuguang Garden
Middle Road, Banjing,
Haiding District,
Beijing Municipality
	 	Postal Code
	 	 	100089	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Telephone No.

	 	010-51503427
	 	Fax
	 	 	010-51503667	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name of the
Bank	 	Agricultural Bank of China, Shuguang
Sub-operating Office, Haiding District Sub-branch,
Beijing Municipality	 	March 1, 2010
	 
	 	 	 	 	 	 	 	 	 	 
	Account No.

	 	 	 	 	 	 	 	 	 	 







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