Shares
      Pledge Agreement 

    


    This
      Agreement was signed by both parties in Fuzhou, Fujian Province, P.R.C. on
      July
      25, 2008. 

    


    Pledger
      (hereinafter referred to as Party A) : 

    Zhao
      Min, A
      citizen
      of P.R.C., 

    And
      the
      Identity Card Number: 350111196808040358

    Zheng
      Minyan, A
      citizen
      of P.R.C., 

    And
      the
      Identity Card Number: 350402801017202

    Jiangle
      Jianlong Mineral Industry Co., Ltd., 

    And
      the
      Business License Number: Qi He Ming Zong Fu Zi No.000264

    


    Pledgee
      (hereinafter referred to as Party B) : 

    Green
      Planet Bioengineering Co., Ltd.

    Registered
      Address:

    #666
      of
      Mingdu Mansion, #126, Gong Ye Nan Road, Sanming City


    


    Whereas:
      

    


    1.
      Since
      the date when this agreement is signed, the members of Party A are the only
      shareholders of Sanming Huajian Bio-Engineering Co., Ltd. (The “Sanming
      Huajian”), and hold all of the equity of Sanming Huajian.

    


    2.
      Party
      B is a wholly foreign-owned company established under the laws of P.R.C., and
      registered at Administration of Industry and Commerce Bureau of Sanming, with
      the legally valid business license number 350400400003046;

    


    3.
      Sanming Huajian is an
      enterprise registered in Sanming City, Fujian Province, and legally existing
      to
      date. The number of its business license is 350400100007408.

    


    4.
      Sanming Huajian and Party B have signed the Entrusted Management Agreement
      dated July
      25,
      2008 and
      Exclusive Option Agreement dated July 25, 2008.
      The
      management of Sanming Huajian is entrusted to Party B. In order to protect
      the
      interests of Party B, Party A agree to pledge 100% of the shares of Sanming
      Huajian they owned to Party B.

    


    5.
      Party
      B accepts the pledge of Sanming Huajian’s 100% shares by Party A. 

    


    Therefore,
      in
      accordance with applicable laws and regulations of the People’s Republic of
      China, the Parties hereto reach the Agreement through friendly negotiation
      in
      the principle of equality and mutual benefit and abide by. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
      1 Guaranteed Obligations 

    


    The
      shares are being pledged to guarantee all of the rights and interests Party
      B is
      entitled to under all related agreements by and between both parties.


    


    Article
      2 Pledged Properties 

    


    The
      pledged properties are 100% of the shares of Sanming Huajian that are currently
      held by Party A and the proceeds thereof. 

    


    Article
      3 Scope of Guaranteed Obligations

    


    The
      scope
      of the guaranteed obligations is all rights and interests Party B is entitled
      to
      in accordance with all the agreements signed by and between both
      parties.

    


    Article
      4 Pledge Procedure and Registration 

    


    Party
      A
      shall, within 10 days after the date of this Agreement, process the registration
      procedures with Sanming Administration of Industry and Commerce concerning
      the
      pledged shares. 

    


    Article
      5 Transfer of Pledged Shares 

    


    Party
      A
      shall not transfer any of the pledged shares without the permission of Party
      B
      during the term of this agreement. 

    


    Article
      6 Effectiveness, Modification and Termination 

    


    6.1
      This
      Agreement shall go into effect when it is signed by Party A and the authorized
      representatives of the Parties with seals affixed; 

    


    6.2
      Upon
      the effectiveness of this Agreement and unless otherwise agreed upon by the
      parties hereto, neither party may modify or terminate this Agreement. Any
      modification or termination shall be in writing after both parties’
consultations. The provisions of this Agreement remain binding on both parties
      prior to any written agreement on modification or termination. 

    


    Article
      7 Governing Law 

    


    The
      execution, validity, interpretation and performance of this Agreement and the
      disputes resolution under this Agreement shall be governed by the laws of
      P.R.C.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
      8 Liability for Breach of Agreement

    


    Upon
      the
      effectiveness of this Agreement, the Parties hereto shall perform their
      respective obligations under the Agreement. Any failure to perform the
      obligations stipulated in the Agreement, in part or in whole, shall be deemed
      breach of contract and
      the
      breaching party shall compensate the non-breaching party for the loss incurred
      as a result of the breach.

    


    Article
      9 Settlement of Dispute

    


    The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance of this Agreement through friendly consultation. In case no
      settlement can be reached through consultation within thirty (30) days after
      such dispute is raised, each party can submit such matter to China International
      Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its
      rules. The arbitration shall take place in Beijing. The arbitration award shall
      be final, conclusive and binding upon both parties.

    


    Article
      10 Severability

     

    10.1
      Any
      provision of this Agreement that is invalid or unenforceable due to the laws
      and
      regulations shall be ineffective without affecting in any way the remaining
      provisions hereof.

    


    10.2
      In
      the event of the foregoing paragraph, the parties hereto shall prepare
      supplemental agreement as soon as possible to replace the invalid provision
      through friendly consultation.


    


    Article
      11 Miscellaneous

    


    11.1
      The
      headings contained in this Agreement are for the convenience of reference only
      and shall not in any other way affect the interpretation of the provisions
      of
      this Agreement.

    


    11.2
      The
      Agreement shall be executed in six (6) copies, both in Chinese and English.
      Everyone of Party A holds one Chinese and one English original, Party B holds
      one Chinese and one English original, and the remaining shall be kept for
      completing relevant procedures. Each copy shall have equal legal force. In
      the
      event of any conflict between the two versions, the Chinese version shall
      prevail. 

    


    11.3
      In
      witness hereof, the Parties hereto have executed this Agreement on the date
      described in the first page.

    


    [No
      Text
      Below, Signature Page Only] 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [Signature
      Page] 

    


    


    Party
      A: ___________________(Signature)
      ____________________(Signature)

    Zhao
      Min                                   Zheng
      Minyan

     

    Jiangle
      Jianlong Mineral Industry Co., Ltd. (Seal)

    


    


     

    Legal
      Representative
      (Signature):

     

    Party
      B: Green
      Planet Bioengineering Co., Ltd. (Seal)

    


    


    


    Authorized
      representative (signature):