Unassociated Document


    Supply
      and Sales Contract

    (English
      Summary/Translation)

     

    Contract
      No. 08nyc039

    Date:
      

    Buyer:
      SINOCHEM (the “Buyer”)

    Supplier:
      China Agritech, Inc. (the “Supplier”)

    


    Pursuant
      to the laws and regulations of the People's Republic of China ("PRC"), and
      on
      the basis of agreement reached through comprehensive negotiations, the Buyer
      and
      the Supplier enter into and consent to be bound by this supply and sales
      contract (the “Contract”) regarding the purchase of Green Vitality series
      products.

     

    1.
Product
      name, categories, specification, unit price, amount and
      etc.

     

    
      	
              Name

            	
              Specification

            	
              Quantity

              (Case)

            	
              Volume

              (Liter)

            	
              Unit
                price

              (RMB/liter)

            	
              Amount

              (RMB)

            
	
              Green
                Vitality

              (high
                concentrate liquid compound fertilizer )

            	
              180ml*50
                bottle/case

            	
              20,000

            	
              180,000

            	
              55.5

            	
              9,990.000

            
	
              Green
                Vitality

              (high
                concentrate liquid compound fertilizer )

            	
              90ml*50
                bottle/case

            	
              100,000

            	
              450,000

            	
              66.6

            	
              29,970,000

            
	
              Green
                Vitality

              (high
                concentrate liquid compound fertilizer )

            	
              20ml*300

              sack/case

            	
              83,500

            	
              501,000

            	
              50

            	
              25,050,000

            
	
              Total
                amount) :

            	
              RMB
                65,010,000 (approximately US$ 9,500,000 )


            


    

    Note:
      no
      charge to Buyer for packing; the prices under this contract are the prices
      to
      the customer.

     

    
      2.
        Quality requirements

    

     

    The
      quality and packing of the products provided by the Supplier should be in
      accordance with national laws and regulation. The Supplier also should provide
      all certificates needed in delivery and sales.

    


    The
      Supplier should ensure that the products under this contract meet the current
      standard illustrated on the package, which have been confirmed by the Buyer
      prior to purchase. Meanwhile, the Supplier should handle all complaints from
      farmers promptly and give compensation for losses caused by quality issues
      in
      accordance with relevant laws and regulation.

     

    
      3.
        Receiver, destination and delivery method

    

     

    Destination
      of delivery will be the warehouse indicated by the Buyer, informed to the
      Supplier by facsimile. The Buyer should inform the Supplier 7 days before the
      delivery if the delivery destination needs to be changed. The Supplier is
      responsible for the delivery preparation and all delivery fees associated with
      the delivery to the warehouses designated by the Buyer. .

    


    The
      Supplier should inform the Buyer the details of delivery including the
      destination, quantity and the receiver by fax right after the shipment. If
      the
      Supplier delivers the goods to wrong place or wrong receiver, the Supplier
      will
      not only be responsible to re-deliver the goods to the designated place and
      receiver but also be responsible for the extra expenses or loss suffered by
      the
      Buyer due to the incident.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Supplier should deliver all the products within 10 days after receiving the
      delivery notice (provided that the order is less than 100 metric tons; the
      delivery date shall be extended for additional 5 days for every additional
      order
      of 100 metric tons). If the Supplier cannot deliver the products on time, the
      purchase price should be adjusted to the market price at the time of delivery
      if
      such price is lower than the agreed price under this Contract. In addition,
      the
      Supplier shall pay the Buyer a penalty equal to 0.5% of the amount of delayed
      goods per day and all losses suffered by the Buyer due to the
      delay.

     

    
      4.
        Sales region

    

    
The
      Supplier shall assist the Buyer to exploit and expand the China market as well
      as provide support to promotions such as ads, promotional meeting, and technical
      service.

     

    
      5.
        Payment

       

    

    The
      Supplier should check the actual sales of the Buyer monthly and issue an
      invoice. The Buyer should make payments within 5 days after receiving the
      invoice.

    


    6.
      Inspection method 

    


    In
      the event that the products received by the Buyer do not meet the standards
      required herein, the Buyer shall inform the Supplier within 5 days after
      receiving the products and provide certain proof of non-compliance. Upon
      verifying the proof of non-compliance, the Supplier shall replace such products.
      If the Buyer does not object to the Supplier or provide proof of non-compliance
      within 5 days after receiving the products, the products received by the Buyer
      shall be deemed as meeting the standards required herein. 

    


    The
      Supplier shall bear all responsibilities associated with the quality of the
      products, including handling all business issues, compensating all losses
      suffered by the Buyer due to quality problems of the products. The Buyer shall
      inform the Supplier promptly in writing upon receiving any test failure report
      issued by any administrative law enforcement agency. The Supplier shall
      challenge such test report within 5 days after receiving the notice. Otherwise,
      the Supplier will be deemed as agreeing to the test report.


    


    7.
      Exemptions

     

    In
      the event of non-performance due to force majeure, the impacted party shall
      inform the other party promptly and shall not be liable for any default upon
      providing evidence of force majeure. 

    


    8.
      Others:

    


    1).
      The
      Supplier will provide technical staffs to assist the Buyer in expanding the
      network of the retail clients, fulfilling the agreed sales support
      commitment.

    


    2).
      The
      Buyer shall coordinate with the Supplier regarding products storage and related
      instruction of the delivery. Meanwhile, the Buyer will provide the full supports
      and conveniences for the Supplier’s technical staffs managing the related tasks
      during the process.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    3).
      The
      Supplier will support the sales as follows:

    A.
      County-level advertisement;

    B.
      Technology support and operation training

    C.
      Ancillary promotional materials

    D.
      Point-of-Purchase advertising in local store

    E.
      Distributor conference and farmer conference

    F.
      Testing point

    G.
      Other
      supports approved by both of parts

    


    4).
      Any
      penalty, compensation, transportation, and economic damages shall be paid within
      10 days after settlement established via wire transfer. The delay will be
      recognized and settled as the late payment violation. Neither party shall
      default the delivery or payment to offset any of the above payment, unless
      the
      parties agreed otherwise.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    9.
      Effectiveness & dispute Settlement:

    


    This
      Contract is governed by the laws of People’s Republic of China. Both parties
      shall settle the disputes via negotiations possibly. Either party can file
      the
      case under the jurisdiction of the local people's court where the Plaintiff
      is
      located when the consensus cannot be reached.

    


    This
      Contract shall
      become effective as of the date when the legal representatives from both parties
      sign and affix the company seal to this Contract (the “Effective Date”). The
      term of the Contract shall commence on the Effective Date and shall terminate
      on
      December 31, 2009. During the term of the Contract, neither party shall change
      or terminate this Contract without mutual agreement in writing. Any amendment
      to
      this Contract shall be deemed as part of the Contract with the same legal
      validity. 

    


    This
      Contract has two originals, which are identical to each other, with each of
      the
      parties holding one copy.

    


    
      	
              Buyer:
                SINOCHEM

            	
              Supplier:
                China Agritech, Inc.

            
	
              (Corporate
                Seal)

            	
              (Corporate
                Seal)

            
	
              By:
                Zheng Fan Yang

            	
              By:
                /s/ Yu Chang

            
	
               Zheng
                Fan Yang, Deputy GM of Agrichemicals, Dept

            	
              Yu
                Chang, CEO & President

            
	
              Tel:
                010-5956-9550

            	
              Tel:
                86-10-5962-1278

            
	
              Fax:010-5956-9662

            	
              Fax:
                86- 10 -5962-1225