Unassociated Document


    Purchase
agreement

     

    Contract
No. 2010myc056

    Signing
Location: Beijing

     

    Date:
5/4/2010

    Supplier:
China Agritech, Inc (hereinafter “Party A”)

    Purchaser:
Sinochem Fertilizer Co., Ltd. (hereinafter “Party B”)

    


    In
Accordance with PRC Contract Law and through friendly negotiation, the parties
have reached the following agreement on the purchase of the following organic
products:

     

    Article I
Name, type, size, unit price and purchase amount:

     

    
      	
              Name

            	 	
              Package
      Size

            	 	 	
              Number

            	 	 	
              Volume
      (L)

            	 	 	
              Unit
      Price (Yuan /L)

            	 	 	
              Purchase
      Amount (Yuan)

            	 
	
              organic
      condensed liquid compound fertilizer (Broad Spectrum Type)

            	 	
              15ml
      *300 packages/piece

            	 	 	 	5,000	 	 	 	22,500	 	 	 	60	 	 	 	1,350,000	 
	
              organic
      condensed liquid compound fertilizer (Broad Spectrum Type)

            	 	
              180ml
      *50 

              bottle/piece

            	 	 	 	100,000	 	 	 	900,000	 	 	 	55	 	 	 	49,500,000	 
	
              organic
      condensed liquid compound fertilizer (Anti-disease Type)

            	 	
              20
      mil * 300 

              bag/piece

            	 	 	 	25,000	 	 	 	150,000	 	 	 	66	 	 	 	9,900,000	 
	
              Total
      (RMB)

            	 	
              60,750,000

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    Note: the
prices above include packaging price, Party B shall pay transportation
fee.

    


    Article
II Quality Requirement

    


    Party A shall guarantee the quality and
packaging of the products meet the national laws and regulations and Party A
shall provide all required documents for sales and distribution of the products,
including copy of business license, fertilizer registration certificate and
trademark registration.

    


    Party A shall guarantee the contracted
goods meet the description on the outside package and Party A shall obtain
confirmation from Party B before purchase; Party A shall also process Party B’s
complaint in an expedited way; Party A shall be responsible for all Party B’s
losses caused by quality of the goods.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Article
III Accepting company, transportation and method of delivery

     

    The delivery location is Party B’s
depot, Party B shall notify Party A the direction to the location and notify any
changes 7 days before the delivery date. Party A shall be responsible for
transportation and Party B shall pay transportation cost.

    


    Party A shall notify Party B of the
arrival, number, and accepting company of the goods after the delivery. If the
goods are sent to a wrong location, Party A shall pay not only the delivery cost
to the contracted location, but also any additional cost of transportation and
losses suffered by Party B.

    


    Party A shall deliver the goods within
15 days after receiving one-time goods ordering notice from Party B (the
ordering amount shall not exceed 500 tons, the delivery date shall be extended
for 10 days for every 50 tons of goods over 500 tons.). If Party A cannot
deliver the goods on time and the price of the goods has fallen before the goods
leave the factory, the price shall be the lowered price. If the price has risen
before the goods leave the factory, the price shall be the old lower price. If
Party A cannot deliver the goods on time, it shall pay a liquidated damage of
0.5%/Tonnage/Day to Party B and pay all losses of Party B.

    


    Article
IV Area of sales

    


    Party A shall assist Party B to develop
the China market, and provide sales support such as advertising, sales
conference, technical support.

    


    Article V
Payment

    


    Party B shall issue a confirmation to
Party A 5 days after receiving the goods and wire the purchase money into an
account designated by Party A within 10 days after the issuance of the
confirmation. Party A shall issue a receipt to Party B within 15 days after
receiving the confirmation from Party B.

    


    Article
VI Acceptance Method

    


    Party B will inspect and confirm on the
site of receiving delivery the kinds, quantity and specifications of the
products according to the information on the delivery notice and, if the
products do not conform to the requirements stipulated herein, must notify Party
A, within 5 days upon receiving the delivery, of the situation of the quantities
and packaging that fail to meet requirements and provide valid
proof.  After verifying the situation, Party A must send replacement
products; if Party B does not submit disputes or does not fulfill the obligation
of providing valid proof, Party A will consider the quantity and packaging to
have met Party B's requirements and been accepted.

    


    Party A must bear all responsibility
related to the product quality, including settling actively relevant commercial
issues and compensating Party B for all the loss resulting from product quality
issues.  Party B must notify Party A in writing immediately when it
receives notice of failure to pass quality inspection from administrative
enforcement authorities; Party A must submit disputes within 5 days upon
receiving Party B's notification; otherwise it will be considered that Party A
acquiesces in the inspection report and the settlement opinion.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Article
VII Disclaimer

    


    If, due to Force Majeure, either party
of the two parties is unable to perform this Contract, it must notify the other
party immediately and, after obtaining documents of evidence from competent
authorities, is allowed to postpone or suspend the performance of this contract
or to perform this contract partially and be absolved of any liability of
breach.

    


    Article
VIII Others

    


    1) Party A will dispatch technical
service personnel to Party B to assist Party B with expanding the customer
channels and arranging contract sales support.

    


    2) Party A will assist Party B with the
product storage and product parts delivery; at the same time, Party B must
actively provide convenience to Party A's technical service personnel for them
to conduct their work.

    


    3) Party A will provide the following
contract sales assistance at Party A's cost:

    


    (a) Product advertising at the county
level; (b) Technical support and business training; (c) Corresponding publicity
material; (d) Store front publicity media such as POP; (e) Distributor meetings
and peasant meetings; (f) Product experiment and demonstration locations; (g)
other kinds of support mutually agreed upon by the two parties.

    


    4) All default penalty, compensation,
miscellaneous transportation expenses and payment for economic loss payable
pursuant to the provisions herein must be paid by bank wiring within 10 days
after the responsibility is determined; otherwise it will be considered past due
and be handled accordingly.  Neither party can withhold the delivery
of goods or withhold payment as offsets without authorization, unless it is
stipulated elsewhere.

    


    Article
IX Contract Effectuation and Dispute Resolution:

    


    Any dispute arising from this contract
must be settled by the two parties through friendly consultation; if such
consultation fails, either of the two parties may submit the case to the
people's court at the plaintiff's location.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    This contract becomes effective after
it is signed by the representatives of the both parties and imprinted with
seals; the contract effective period ends on April 30, 2011 and during its
effective period neither party can modify or dissolve this contract at
will.  Other matters not covered in this contract must be provided for
in supplemental agreement through consultation and negotiation between the two
parties and the supplemental provisions will have the same effect as this
contract.  This contract is in duplicate, with one to each
party.

     

    
      	
              Purchaser:

            	
              Sinochem
      Fertilizer Co., Ltd. (seal)

            


    

    
      	
              Signatory:

            	
              (signature
      present but not legible)

            


    

    
      	
              Fax:

            	
              01059569662

            


    

    
      	
              Telephone:

            	
              025-83337861

            


    

    
      	
              Bank:

            	
              China
      Agricultural Bank, Jiaodaokou
Branch

            


    

    
      	
                Acct.
      No:

            	
              [Redacted]

            


    

    


    


    
      	
              Supplier:

            	
              China
      Agritech, Inc (seal)

            


    

    
      	
              Signatory:

            	
              Yu
      Chang

            


    

    
      	
              Fax:

            	
            


    

    
      	
              Telephone:

            	
              010-85879520-8020

            


    

    
      	
              Bank:

            	
              Communications
      Bank, Beijing Zhaoyang Business
Branch

            


    

    
      	
                Acct.
      No:

            	
              [Redacted]