Management
      Entrustment Agreement

    


    This
      Agreement is made and entered into on July
      25,
      2008 in
      Fuzhou
      City, Fujian Province, P.R.C., by and between the following
      parties:

    


    Party
      A:
      Sanming Huajian Bio-Engineering Co., Ltd.

    Registered
      business address: Jikou District, Sanyuan District Industrial Development Park,
      Sanming City.

    


    Party
      B:
      Green Planet Bioengineering Co., Ltd.

    Registered
      business address: #666 of Mingdu Mansion, #126, Gong Ye Nan Road, Sanming
      City.

    


    WHEREAS:

    1.
      Party
      A is an enterprise registered in Sanming City, Fujian Province, and legally
      existing to date. The number of its business license is
      350400100007408.

    2.
      Party
      B is a Wholly Foreign-owned Enterprise registered in Sanming, and legally
      existing to date. The number of its business license is
      350400400003046.

    3.
      In
      order to let Party B have actual control of Party A and realize the
      consolidation of financial statements, Party A intends to irrevocably entrust
      to
      Party B for its management the right of operation management of Party A and
      the
      responsibilities and authorities of the investor and the executive director
      of
      Party A.

    4.
      Party
      B agrees to accept the entrustment of Party A, and to exercise the right of
      operation management of Party A and the responsibilities and authorities of
      the
      investor and the executive director of Party A.

    5.
      Party
      A has obtained the approval of its investor to enter into this Agreement. The
      investor also has issued the commitment letter of competing industry
      prohibition.

    


    NOW,
      THEREFORE, through friendly consultation, under the principle of equality and
      mutual benefits, in accordance with the relevant laws and regulations of the
      People’s Republic of China, the parties agree to enter into this Agreement and
      to be bound with the terms and conditions as follows:

    


    Article
      1
      Entrusted Operation

    


    
      	
              1.1

            	
              Party
                A agrees to irrevocably entrust the right of operation management
                of Party
                A and the responsibilities and authorities of Party A’s investor and the
                executive director to Party B in accordance with the terms and conditions
                of this Agreement. Party B agrees to exercise the aforesaid rights
                and
                responsibilities in accordance with the terms and conditions of this
                Agreement.

            


    

    
      	
              1.2

            	
              The
                term of the entrusted operation is from the effective date of this
                Agreement to the earliest date of the following:
                

            


    

    
      	 	
              1)

            	
              The
                termination date of Party A’s business;
                or

            


    

    
      	 	
              2)

            	
              The
                termination date of the entrusted operation as agreed upon by the
                parties
                under this Agreement; or

            


    

    
      	 	
              3)

            	
              The
                date on which Party B possesses more than 51% of Party A’s
                shares.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              1.3

            	
              The
                purpose of the entrusted operation is: Party B shall be in charge
                of the
                normal business operations of Party A and perform the responsibilities
                and
                rights of Party A’s investor and the executive director, and Party A shall
                pay its profit (if any) to Party B and Party B shall be responsible
                to
                Party A’s loss (if any). During the term of the entrusted operation, Party
                B, as the entrusted manager, shall provide full management to Party
                A’s
                operations.

            


    

    
      	
              1.4

            	
              The
                contents of the entrusted operation shall include but not be limited
                to
                the following:

            


    

    
      	 	
              1)

            	
              Party
                B shall be in charge of all aspects of Party A’s operations; nominate and
                replace the members of Party A’s executive director, engage Party A’s
                management staff and decide their compensation.


            


    

    
      	 	
              2)

            	
              Party
                B shall manage and control all the funds of Party A. The account
                of Party
                A shall be managed and decided solely by Party B. The seals and signatures
                for such account shall be the seals and signatures of the personnel
                appointed and confirmed by Party B. All the cash of Party A shall
                be kept
                in this entrusted account shall be handled through this account,
                including
                but not limited to receipt of all Party A’s business income, current
                working capital, recovered account receivables, etc., and the payment
                of
                all account payables and operation expenses, employee salaries and
                asset
                purchases, etc.

            


    

    
      	 	
              3)

            	
              All
                the matters of Party A, including internal financial management,
                day-to-day operation, external contact execution and performance,
                tax
                filing and payment, change of rights and personnel, etc., shall be
                controlled and managed by Party B in all
                aspects.

            


    

    
      	 	
              4)

            	
              Party
                B shall enjoy all the other responsibilities and rights enjoyed by
                Party
                A’s investor in accordance with the Company Law and the articles of
                association of Party A, including but not limited to the
                following:

            


    

    a. Deciding
      Party A’s operation principles and investment plan;

    b. Nominating
      the executive director or the supervisor;

    c. Discussing
      and approving the report of the executive director or the
      supervisor;

    d. Discussing
      and approving the annual financial budget and settlement plan;

    e. Discussing
      and approving the profit distribution plan and the loss compensation
      plan;

    f. Resolving
      on the increase or decrease of the registered capital;

    g. Resolving
      on the issuance of the corporate bond;

    h. Resolving
      on the matters including merger, division, change of corporate form, dissolution
      and liquidation of the company;

    i. Amending
      the articles of association;

    j. Other
      responsibilities and rights provided by Party A’s articles of association.


    
      	 	
              5)

            	
              Party
                B enjoys all the other responsibilities and rights enjoyed by Party
                A’s
                executive director in accordance with the Company Law and the articles
                of
                association of Party A, including but not limited to the
                following:

            


    

    a. Executing
      the resolution of the investor;

    b. Deciding
      the company’s operation plan and investment scheme;

    c. Composing
      the annual financial budget and settlement plan;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    d. Formulating
      the profit distribution plan and the loss compensation plan;

    e. Formulating
      the plans regarding to the increase or decrease of the registered capital and
      the issuance of the corporate bond;

    f. Formulating
      the plans regarding to the matters including merger, division, change of
      corporate form and dissolution of the company;

    g. Deciding
      on the establishment of the internal management structure of the
      company;

    h. Formulating
      the basic rules and regulations of the company;

    i. Representing
      the company to sign relative documents;

    j. Other
      responsibilities and rights provided by Party A’s articles of association


    
      	 	
              6)

            	
              The
                said entrustment is irrevocable and shall not be withdrawn, unless
                the
                Agreement is terminated.

            


    

    
      	
              1.5

            	
              The
                Fee of Entrusted Operation: For the performance of the entrusted
                matters
                provided under this Agreement, Party A shall pay an entrustment fee
                to
                Party B, which shall be Party A’s total profit (if any) after deduction of
                necessary expenses. Party A shall transfer the payment, which is
                obtained
                by selling its equipment, inventories, raw materials, components,
                accounts
                receivable and by renting its real estate, land use right, to Party
                B as
                the entrustment fee. If the net amount is zero or negative after
                the
                aforesaid calculation, Party A shall not pay any entrustment fee,
                and the
                loss of the given month shall be deducted in the following months’
                entrustment fee. Party A and Party B shall calculate and settle each
                month’s entrustment fee payable by Party A within 10 days after the end
                of
                that month.

            


    

    
      	
              1.6

            	
              The
                Assumption of the Entrustment Risk: Party B shall assume all the
                operation
                risks in association with the management of Party A entrusted to
                it. Party
                B shall be responsible for any loss incurred to Party A’s operation. If
                Party A’s cash is not enough to pay its debt, Party B is liable to pay the
                debt; if the loss leads to a net asset balance of less than the registered
                capital, Party B shall be liable to make up for the
                deficiency.

            


    

    


    Article
      2
      Rights and Obligations of the Parties

    


    2.1 During
      the term of the entrusted operation, the rights and obligations of Party A
      shall
      include:

    
      	 	
              1)

            	
              After
                the execution of this Agreement, the management of Party A shall
                be handed
                over to Party B. Party A’s executive director shall, within 5 days after
                the effective date of this Agreement, deliver Party A’s seals and
                financial materials (including but not limited to balance sheet,
                profit
                and loss statement, cash flow statement and any attachments, relevant
                right certificates and other proprietary and operation documents)
                to Party
                B to ensure that Party B could exercise its operation management
                rights in
                all aspects after taking over the management of Party A and could
                set up
                financial records accordingly;

            


    

    
      	 	
              2)

            	
              During
                the term of the entrusted operation, without Party B’s consent, Party A
                and its investor and executive director shall not make any decision
                on
                Party A’s operations, and they shall not intervene with Party B’s
                entrusted management activities in any
                form;

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	 	
              3)

            	
              During
                the term of the entrusted operation, Party A’s executive director shall
                have the obligation to cooperate with Party B in accordance with
                Party B’s
                request to ensure the stability and consistency of the
                operation;

            


    

    
      	 	
              4)

            	
              To
                entrust the authorities of the investor and the executive director
                to
                Party B;

            


    

    
      	 	
              5)

            	
              To
                timely pay the entrustment fee to Party
                B;

            


    

    
      	 	
              6)

            	
              Without
                Party B’s consent, Party A shall not entrust any third party other than
                Party B in any form to manage Party A’s
                businesses;

            


    

    
      	 	
              7)

            	
              The
                executive director and investor of Party A shall issue necessary
                documents
                for the purpose of accomplishing the management by Party
                B;

            


    

    
      	 	
              8)

            	
              Party
                A shall not unilaterally early terminate this Agreement for any
                reason.

            


    

    
      	 	
              9)

            	
              Other
                rights and obligations of Party A provided under this Agreement.
                

            


    

    2.2 During
      the term of the entrusted operation, the rights and obligations of Party B
      shall
      include:

    
      	 	
              1)

            	
              Party
                B shall enjoy independent and comprehensive management right over
                Party
                A’s operations;

            


    

    
      	 	
              2)

            	
              Party
                B shall have the right to adjust the organizational structure and
                the
                personnel placement of Party A based on the needs of the
                management;

            


    

    
      	 	
              3)

            	
              Party
                B shall have the right to dispose of all the assets on the books
                of Party
                A on the execution day of this Agreement, and Party can B dispose
                of any
                of the aforesaid assets without any prior consent of Party
                A;

            


    

    
      	 	
              4)

            	
              Party
                B shall be entitled to all of the Party A’s income after deducting
                necessary expenses.

            


    

    
      	 	
              5)

            	
              Party
                B shall has the right to invest in the projects of new products and
                technologies of Party A, also enjoys the profits from these projects
                in
                the future.

            


    

    
      	 	
              6)

            	
              Party
                B shall take over of Party A in a timely
                manner;

            


    

    
      	 	
              7)

            	
              Party
                B shall carry out all the responsibilities and rights entrusted to
                it
                under this Agreement in good faith and with honesty and trustworthiness,
                and shall pay reasonable attention to the entrusted matters and notify
                Party A timely of relevant matters;

            


    

    
      	 	
              8)

            	
              Party
                B shall act in good faith and consult with Party A in regards to
                the
                handling of matters not covered by this
                Agreement;

            


    

    
      	 	
              9)

            	
              Other
                obligations shall be performed by Party B under this Agreement.
                

            


    

    


    Article
      3
      Warranties and Representations

    


    Each
      party shall warrant and represent to the other party, on the execution day
      of
      this Agreement, that:

    1) Each
      party shall have the right to enter into this Agreement, and the ability to
      perform this Agreement;

    2) In
      order
      to execute and perform this Agreement, each party has gone through the necessary
      internal decision-making procedures and obtained the approval;

    3) Each
      party has duly authorized its representative to execute this
      Agreement;

    4) Each
      party shall not have any reason of its own that will encumber the effectiveness
      of this Agreement from the effective date and become binding on such
      party;

    5) The
      execution of this Agreement and the performance of the obligations hereunder
      will NOT:

    a) violate
      the business license, articles of association or any other similar documents
      of
      that party;

    b) violate
      the laws and regulations of P.R.C., or the government authorization or
      permit;

    c) violate
      any other contracts or agreements to which that party is a party (or is bound),
      or lead to that party’s breach of contract under such contracts or
      agreements.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Article
      4
      Effect of the Agreement

    


    This
      Agreement shall be valid upon the subscription of both parties’ legal
      representatives or duly authorized representatives and the affixture of both
      parties’ corporate seals.

    


    Article
      5
      Liability of Breach of the Agreement

    


    After
      the
      effectiveness of this Agreement, apart from the situation described in Article
      6
      of this Agreement, either party’s violation of any provisions under this
      Agreement shall constitute a breach of this Agreement and thus be liable to
      compensate the non-breaching party for any damages that may arise
      thereof.

    


    Article
      6
      Force Majeure

    


    Either
      party’s failure to perform the obligations or part of the obligations of this
      Agreement due to a force majeure event shall not be deemed as a breach of the
      agreement; however, the non-performing party shall timely provide effective
      evidence of the force majeure event to the other party, and the parties shall
      discuss a settlement plan through consultation.

    


    Article
      7
      The Governing Law

    


    The
      execution, effectiveness, interpretation, performance and dispute resolution
      of
      this Agreement shall be governed by the laws and regulations of
      China.

    


    Article
      8
      Dispute Resolution

    


    Any
      dispute arising under this Agreement shall be first settled by the parties
      through friendly consultation. If the dispute cannot be settled through
      consultation, either party is entitled to submit the dispute to the People’s
      Court that has jurisdiction over the dispute.

    


    Article
      9
      Confidentiality 

    


    
      	
              9.1

            	
              The
                parties agree and shall cause their relevant personnel to keep strict
                confidence of all the terms and conditions of this Agreement and
                all the
                matters of the entrusted operation that have access to. They shall
                not
                disclose the aforesaid information to any third party unless it is
                required by the explicit provision of law, or the instruction of
                judicial
                or governmental agencies or with consent of the other party, otherwise,
                the disclosing party shall bear the relevant legal
                consequences.

            


    

    
    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              9.2

            	
              The
                confidentiality obligation of the parties shall survive the termination
                of
                this Agreement.

            


    

    


    Article
      10 Severability of the Clauses

    


    10.1
      If
      any clause of this Agreement is invalidated or non-enforceable due to the
      provisions of laws or regulations, this clause is invalid while all other
      clauses shall remain in full force and effect and binding upon both
      parties.

    10.2
      In
      the event the aforesaid situation occurs, the parties shall, through friendly
      consultation, agree upon a supplemental clause to replace the invalid clause
      at
      their earliest possible time.

    


    Article
      11 Non-waiver of Rights

    


    11.1
      If
      one party fails or delays to exercise a certain right provided under this
      Agreement, such failure or delay shall not constitute the waiver of such right
      by that party.

    11.2
      If
      one party fails to require the other party to perform a certain obligation
      provided under this Agreement, such failure shall not constitute the waiver
      by
      that party of the right to require the other party to perform at a later
      time.

    11.3
      If
      one party violates any clause of this Agreement and obtains a waiver of
      liability from the non-violating party, such waiver shall not constitute the
      waiver of liability by the non-violation party over the violations by the other
      party at a later time or of other clauses of this Agreement.

    


    Article
      12 No Transfer

    


    Unless
      otherwise provided in this Agreement, without the prior written consent of
      the
      other party, one party shall not transfer or entrust this Agreement or any
      right
      or obligation under this Agreement to a third party, nor shall one party provide
      any guarantee to a third party or do other similar things.

    


    Article
      13 Miscellaneous 

    


    13.1
      Any
      supplemental agreements entered into by the parties after the effective date
      of
      this Agreement shall be an effective part of this Agreement and have the same
      legal effect as this Agreement. If there is any discrepancy between the
      supplemental agreement and this Agreement, the supplemental agreement shall
      prevail.

    13.2
      This
      Agreement is written in Chinese and English. This Agreement is executed in
      six
      (6) official copies of each language, each party shall have two official copies
      of each language and the remaining shall be retained for the government
      procedure purposes. In the event of any conflict between the two versions,
      the
      Chinese version shall prevail.

    13.3
      IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement on this
      date first above written.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    [NO
      CONTEXT BELOW, SIGNATURE PAGE ONLY]


    


    Party
      A:
      Sanming Huajian Bio-Engineering Co., Ltd. (Seal)


    


    Legal
      representative: (Signature)


    


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


    


    Authorized
      representative: (Signature)