PLEDGE
AND LOAN AGREEMENT    Contract No. 48 (Year
2009)

    


    
      
        
          
            	
                    LENDER:

                  	 
      	
                    FOSHAN
      NANHAI KE DA HENG SHENG AQUATIC, CO LTD

                  
	 
      	 
      	 
      
	
                    MORTGAGOR:

                  	 
      	
                    ZHENG
      YAN CHANG

                  
	 
      	 
      	 
      
	
                    BORROWER:

                  	
                      

                  	
                    FOSHAN
      NANHAI AGRICULTURAL CREDIT UNION- DANZAO
BRANCH

                  


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    In
accordance with the relevant national laws and regulations, the Lender,
Mortgagor and the Borrower, following equality, voluntary participation,
fairness and the principle of good faith, entered into this contract through
consultation.

    


    
      Article
1

    

    


    
      The
borrower agrees to release the loan to the lender as follows:

    

    


    
      	
              (1)

            	
              Loan
      Type: Long term loan

            


    

    
      	
              (2)

            	
              Purpose
      of the loan: Purchase of fish and
feed

            


    

    
      	
              (3)

            	
              Loan
      amount(Capital): RMB FIVE MILLION

            


    

    
      	
              (4)

            	
              Loan
      period: 1/14/2009 to 1/14/2011

            


    

    Actual
loan date and expiry date accords with the loan receipt. Loan receipt is the
integral part of this agreement and bears the same legal effect.

    
      	
              (5)

            	
              Monthly
      interest rate is 0.45%. For the contract period under one year, the fixed
      interest rate applied to the loan under this contract is the Yearly RMB
      benchmark interest rates available on the effective date of this contract
      from the People’s Bank of China. For the loan contract period over one
      year, the interest rate is adjusted effective from January 1st
      for the succeeding year after the drawn down, and the interest rate is
      adjusted on pro-rata basis by reference to the original interest rate for
      each revisions stipulated by the People’s Bank of
  China.

            


    

    Under the
contract period, whenever there is any revision in interest rate stipulated by
the People’s Bank of China, the borrower will make necessary adjustments without
notification to the guarantor and lender separately.

    
      	
              (6)

            	
              Mode
      of repayment: interest payment repayable monthly; principal payment
      repayable on each installments

            


    

    


    Article
2

    The
mortgagor voluntarily pledges its security with good title, upon valuation, for
the purpose of loan financing.

    
      	
              1.

            	
              When
      the borrower could not repay the loan in due time as stipulated in this
      agreement, the mortgagee has the right to sell, to offer to sell in
      auction or other ways, and the sales proceeds are used to repay the loan
      outstanding.

            


    

    
      	
              2.

            	
              The
      scope of the pledge includes the principal, interest and incidental
      expenses in connection with the
loan.

            


    

    
      	
              3.

            	
              The
      effect of the pledge extends to its appurtenance, accession right and
      interest.

            


    

    
      	
              4.

            	
              The
      period of the pledge begins from the date of pledging the security to the
      date of full repayment of the all
debts.

            


    

    
      	
              5.

            	
              During
      the period of the mortgage, the security as listed in the schedule of
      pledge is maintained by the
mortgagor,

            


    

    
      	
              6.

            	
              The
      security cannot be categorized in the scope of property under bankruptcy
      within this agreement. The surplus of value of security over the repayment
      of the loan, interest and all related expenses outstanding can be
      classified in the scope of property under
  bankruptcy.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Article
3         Undertaking
by lender

    

    


    
      	
              (1)

            	
              punctual
      payment of outstanding interest

            


    

    
      	
              (2)

            	
              the
      monies are used in accordance with the contract and the purpose of the
      borrowed funds cannot be changed.

            


    

    
      	
              (3)

            	
              Monthly
      genuine financial statement including balance sheet and profit and loss
      account, and the bank account details to be provided to the
      borrower

            


    

    
      	
              (4)

            	
              Facilitate
      the checking and supervision by the borrower on the status of use of loan,
      and the operating and financing
activities

            


    

    
      	
              (5)

            	
              Whenever
      there is guarantee to third parties by pledging the lender’s assets, there
      should be notification in advance and bears no impact on the
      recoverability of the loan in due
times.

            


    

    
      	
              (6)

            	
              Notification
      should be made to the borrower whenever there is change in legal
      representative or its residential address; place of operation or the
      change in registered share capital

            


    

    
      	
              (7)

            	
              Notification
      should be made to the borrower and the repayment of loan should be
      executed for the following
conditions:

            


    

    Any
change in structure such as subcontracting, lease, joint venture and share
reorganization, divestment, being acquired( or merged), transfer of equity
ownership at consideration, investment etc.

    


    Article
4         Undertaking by
mortgagor

    
      	
              (1)

            	
              The
      mortgagor has right of disposition towards the security. The security is
      free from any disputes, foreclosure, seizure and supervision. If the
      security already leased is used for the purpose of pledge, written
      notification should be made to the
mortgagee.

            


    

    
      	
              (2)

            	
              The
      mortgagor has the obligation to maintain safe custody and in good shape
      and condition, and to bear the cost of maintenance and
      custody.

            


    

    
      	
              (3)

            	
              During
      the mortgage period, consent should be sought from the mortgagee for the
      transfer of rights of the security at consideration. The proceeds from the
      transfer should be firstly applied to the earlier repayment of debts
      outstanding or agreement of repayment schedule to be reached with the
      mortgagee

            


    

    
      	
              (4)

            	
              The
      security should be adequately insured. The recovery proceeds from the
      insurance should be firstly applied to the repayment of debts outstanding
      or agreement of repayment schedule to be reached with the
      mortgagee.

            


    

    
      	
              (5)

            	
              The
      mortgage is subject to the checking and supervision by
      mortgagee.

            


    

    
      	
              (6)

            	
              During
      the mortgage period, when the security is reconstructed or its
      appurtenance is upgraded, which becomes the integral part of the security
      and is therefore the subject for the purpose of the
    mortgage.

            


    

    
      	
              (7)

            	
              When
      there is damage to the security, the lender and the mortgagor should
      provide new security within 15 days. In case that they cannot provide the
      new security or new guarantor acceptable to the lender, this lender has
      the right to terminate this agreement and demand earlier repayment of
      outstanding debts.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Article
5

    

    


    
      	
              (1)

            	
              Release
      the fund to the borrower in specified amount and
  time.

            


    

    
      	
              (2)

            	
              Maintain
      safe custody of the proof of title of the security and return upon full
      repayment of total debts
outstanding.

            


    

    
      	
              (3)

            	
              No
      extra charges made to the lender except those stipulated in this
      contact.

            


    

    
      	
              (4)

            	
              Maintain
      confidentiality on the information provided by the
  borrower

            


    

    


    Article
6

    


    Unless
special circumstances that the borrower default in repayment on due date,
provided that the procedure of mortgage is put in place, the borrower should
apply for extension of repayment 30 days before the due date. The extension is
effective when the application is accepted and the agreement for extension is
signed by both parties. The interest rate is to be determined by the condition
of the accumulated period.

    During
the extension period, the mortgagor’s obligation still exists without the
consent by the mortgagor.

    


    Article
7

    


    Default

    
      	
              (A)

            	
              Default
      by borrower

            


    

    
      	
              1.

            	
              If
      there is default in principal repayment and no grant of extension,
      additional interest is levied at the 30% on the original interest
      stipulated in this agreement.

            


    

    
      	
              2.

            	
              Compound
      interest is calculated on the unpaid interest whenever there is default in
      interest payment.

            


    

    
      	
              3.

            	
              If
      there is misappropriation of borrowed fund other than the stated purpose
      in this agreement, additional interest is calculated at 50% at the normal
      level based on the portion of misappropriated
  fund.

            


    

    
      	
              4.

            	
              Whenever
      there is serious deterioration in production and operating activities or
      material lawsuits having significant impact on the normal operating
      conditions; default in interest payment over three consecutive months; or
      violation in clause (2) to (7) contained in Article 2 in this agreement,
      the lender has the right to terminate the release of remaining fund and to
      demand immediate repayment of outstanding fund not yet overdue at that
      time. The guarantor has to be responsible for the guarantee obligation of
      earlier loan repayment.

            


    

    
      	
              (B)

            	
              Default
      by lender

            


    

    
      	
              1.

            	
              In
      case that the lender could not release the fund in exact amount and in
      proper time, the penalty should be paid to the lender based on the overdue
      interest calculated at 30% premium over the normal interest rate
      stipulated in this agreement taking into the account of the unfulfilled
      loan amount and overdue days.

            


    

    
      	
              2.

            	
              The
      lender should be responsible to relevant department to claim the proof of
      the title of security for its loss and the incidental expenses should be
      borne by the lender.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              The
      borrower has the right to refuse for the violation of clause (5) in
      Article 5 The borrower has the right to complain to the People’s Bank of
      China for the violation of clause (4) in Article
  5.

            


    

    (C)
Default by the mortgagor

    In case
that the mortgagor violates the terms in Article 4 and the right of mortgage
cannot be realized, resulting in the loss incurred by the lender, the mortgagor
should be responsible for the compensation.

    


    Article
8

    The
lender can debit the bank account of the borrower for the repayment of loan on
due date, or earlier repayment arises for the conditions in Article
7.

    


    The
borrower cannot repay the debt outstanding on the due date or the demand for
earlier repayment set out in this agreement, the lender has the right to have
the disposition right towards the security. The proceeds are prioritized to
repay the debts, and when there is insufficient proceeds to pay off the
principal, interest and the expenses incidental to the realization of security,
the lender has the right to claim the shortfall.

    


    Article
9

    The
lender is responsible for the registration of the mortgage. The expenses in
connection with the verification, valuation, registration and insurance are
borne by the lender.

    


    Article
10

    Any
disputes arising from this agreement are governed by the jurisdiction in the
place of the lender.

    


    Article
11

    Miscellaneous

    
      	
               
      

            	
              1.

            	
              Reminder:
      The lender has reminded that the borrower and the mortgagor fully read
      This agreement in detail and all parties have reached the mutual
      understanding.

            


    

    
      	
               
      

            	
              2.

            	
              This
      agreement is the master agreement of the mortgage contract of the highest
      credit line” No. 194 of Year 2009-Danzao Credit Union of Agriculture Bank
      of China”

            


    

    


    Article
12

    Any
unsatisfactory clauses contained in this agreement are governed by the laws,
rules and regulations of China.

    


    Article
13

    One
agreement copy is each provided to the borrower, lender and
mortgagor.

    


    Article
14

    This
agreement is signed by respective parties and is effective on the registration
date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Borrower:

    


    Borrower(stamped
and signed)

    Legal
representative(signed)

    


    Lender:

    Borrower(stamped
and signed)

    Legal
representative(signed)

    


    Mortgagor:

    Mortgagor(stamped
and signed)

    Legal
representative(signed)

    


    Attachments:
schedule of security

    


    Date of
signing: January 14, 2009

    Place of
signing: Danzao, Foshan