EXHIBIT
10.4

       

      EMPLOYMENT
AGREEMENT

       

      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Party
      A (Employer)

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Sheng Yuan Nutritional Food Co., Ltd., Beijing R&D
    Center

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Address:
      No. 106, Dongluyuan, Tongzhou District, Beijing

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Party
      B (Employee):

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Donghao
      Yang                                        Sex:
      Male

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                ID
      Number: 120104197109096836

              	
                  

              	 
      


      

      


      
        	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Party
      A

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Sheng Yuan Nutritional Food Co., Ltd., Beijing R&D
    Center

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Legal
      person: Liang Zhang

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                Address:
      No. 106, Dongluyuan, Tongzhou District, Beijing

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Party
      B:

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Name:
      Donghao
      Yang                 

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Nationality:
      China

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                ID
      Number: 120104197109096836

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Address:

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Post
      code:

              	
                  

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Address
      of Hu Kou:

              	
                  

              	 
      


      

      


       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
 

      Adhering
to the principle of voluntariness and equality and in accordance with the Labor Law of the People’s Republic
of China and related regulations currently in effect, Party A and Party B
hereby enter into this Agreement for joint observance in good
faith.

       

      I.
Term of Employment Agreement

       

      Article
1

       

      This
Agreement shall be of the type described in clause (3) below, as
agreed by the Parties.

       

      
        	
                (1)

              	
                Fixed-term
      contract: The term of this Agreement shall commence on May 4, 2010 and
      expire on August
      31, 2011, among which, the probationary period shall commence on
                          
      and expire on                     

              


      

      


      
        	
                (2)

              	
                Contract
      that sets the completion of a specific task as the term to end the
      contract: The term of this Agreement shall commence on                     
      and expire upon completion of                     .

              


      

      


      
        	
                (3)

              	
                Contracts
      without a fixed term: The term of this Agreement shall commence on                     ,
      among which, the probationary period shall expire on                     

              


      

       

       

      II.
Job Description and Place of Performance of Employment Agreement

       

      Article
2

       

      Party A
employs Party B on Chief Financial Officer
position (type of work) as needed by its production.

       

      Article
3

       

      Party B
shall accept Party A’s work arrangement and meet the requirement for quantity
and quality set forth for his completion of the task on the position. The task
and responsibility of the specific position (type of work) is as follows: As set out in Post
Description and Performance Evaluation Form.

       

      Article
4

       

      If, as
verified by Party A in its appraisal conducted pursuant to its criteria, Party B
is incompetent for the position (type of work), Party A may change Party B’s
position (type of work).

       

      Article
5

       

      Party A
may change Party B’s position (type of work) upon mutual agreement of the
Parties through consultation.

       

      Article
6

       

      The place
of performance of this Agreement shall be Beijing    .

       

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

       

      III.
Remuneration

       

      Article
7

      Party A
shall, on the principle of distribution according to work, pursuant to the
requirements of the state, province and municipality in light of its actual
condition, independently formulate its own post salary distribution system and
determine the form and standard of salary payment to Party B.

       

      Article
8

      Party A
shall pay Party B salary on a monthly basis. For the normal labor service
provided by Party B to Party A within the statutory working hours, Party A
shall, prior to the 10th
day of each month, pay Party B salary of RMB 66,667 per month
before Individual Income Tax .

       

      Article
9

       

      When
using piecework wage system, the wage is determined by piece of work finished,
on the premise that the minimum wage requirement of relevant regulations is
met.

       

      Article
10

       

      During
the performance of this Agreement, Party A may adjust Party B’s remuneration
appropriately, depending on Party A’s operating condition and Party B’s
performance.

       

      IV.
Insurance and Benefits

       

      Article
11

       

      Party A
shall make contributions to social insurance pursuant to the regulations of the
state, province and municipality and the social insurance contribution payable
by Party B shall be withheld and paid by Party A on behalf of Party
B.

       

      Article
12

       

      If Party
B suffers from an illness or non-work-related injury, the matters relating to
medical benefits and sick pay shall be handled in accordance with the
regulations of the state, province, and municipality. Party A will make sick pay
to Party B according to Attendance
Rule.

       

      Article
13

       

      If Party
B suffers from an occupational disease or work-related injury, the matters
relating to medical benefits and sick pay shall be handled in accordance with
the regulations of the state, province, and municipality.

       

      Article
14

       

      The
benefits to which a female employee is entitled in her pregnancy, confinement,
nursing or birth control surgery period shall be determined in accordance with
the regulations of the state, province and municipality.

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      


      V.
Amendment, Rescission, Termination and Renewal of the Employment
Agreement

       

      Article
15

       

      Amendment,
rescission, termination and renewal of the employment agreement should follow
LAW OF THE PEOPLE'S REPUBLIC
OF CHINA ON EMPLOYMENT CONTRACTS and other applicable laws and
regulations.

       

      Article
16

       

      After
termination of the employment agreement, Party A should help Party B to handle
social security transferring and record transferring according to applicable
laws and regulations.

       

      Article
17

       

      Party B
should transfer his/her work to a person designated by Party A.

       

      


      VI.
Labor Protection, Working Conditions and Occupational Disease
Protection

       

      Article
18

       

      Party A
must provide Party B with labor safety and sanitary conditions consistent with
the requirements of the state, province and municipality and necessary labor
protection articles, establish and perfect labor safety and sanitation system
and procedures for safe operation and production.

       

      Article
19

       

      Party A
must set up safety production rules. Party B must strictly comply with the
procedures for safe operation in the course of production (work).

       

      Article
20

       

      Party A
shall set up anti-occupational diseases rules.

       

      Article
21

       

      Party A
must take special labor protection measures for female employees and underage
workers pursuant to the regulations of the state, province and
municipality.

       

      Article
22

       

      The
Parties shall strictly comply with the industrial accident and occupational
disease reporting system adopted by the state, province and
municipality.

       

      VII.
Working Hours, Break and Vacations

       

      Article
23

       

      Party A
will arrange Party B to work under the standard working hour system. Party B
will work a maximum of eight hours a day and on average a maximum of forty hours
a week.

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

       

      Article
24

       

      Party A
may arrange Party B’s working hours and rest days according to the requirement
of work.

       

      Article
25

       

      Party B
should follow Party A’s overtime arrangement when the following conditions are
met:

       

      (1) Due
to natural disaster, accident or other reasons, public safety and nation’s
interest are endangered.

       

      (2)
Public transportation or public facilities is destroyed and public interest is
suffered.

       

      (3)
Maintenance must be carried out at public holidays or weekends.

       

      (4) The
running of the machine can not stop during the holiday.

       

      (5) Other
circumstances required by laws and regulations.

       

      Article
26

       

      Party A
shall ensure Party B’s right to rest pursuant to the regulations of the state,
province and municipality and during the term of this Agreement, Party B shall
be entitled to statutory holidays and matrimonial leave, maternity leave,
vacation leave as set forth by the state, province and
municipality.

       

      VIII.
Labor Discipline

       

      Article
27

       

      Party A
shall, in accordance with the labor laws, regulations, rules and relevant
policies of the state and in light of its actual condition, formulate and
perfect rules, regulations and labor disciplines. Party B shall strictly comply
with the rules and regulations and labor discipline of Party A, that are
formulated in accordance with law, submit to the management of Party A and treat
as confidential the trade secret of Party A.

       

      Article
28

       

      If Party
B breaches any of the rules and regulations and labor discipline of Party A,
Party A may, pursuant to its rules and regulations, render disciplinary
punishment or, if necessary, rescind this Agreement.

       

      IX.
Liability for Breach of Contract

       

      Article
29

       

      If Party
A pays for Party B’s training courses, both parties should sign a training
agreement as the exhibit of this employment agreement, with specified term of
training and liabilities for breach of contract. If Party B resigns before the
end of the specified term, Party B should pay Party A for
compensation.

       

      Article
30

       

      Both
parties can sign separate agreement with regard to trade secret and intellectual
property, as appendix to this agreement. Party B should pay Party A for damage
in violation of the Confidentiality Agreement.

       

      Article
31

       

      If Party
B rescinds this Agreement in violation of relevant provisions or the covenant in
this Agreement, it shall pay Party A for compensation of the
violation.

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

       

      X.
Labor Dispute Resolution

       

      Article
32

       

      If any
dispute arises in connection with the performance of this Agreement, either
Party may apply to Party A’s labor dispute mediation committee for mediation. If
the dispute can not be resolved through mediation, the Parties shall apply for
arbitration to the labor dispute arbitration committee where Party A is
located.

       

      XI.
Other Matters

       

      Article
33

       

      Post Description and
Performance Evaluation Form and Employee Manual are
appendixes to this agreement.

       

      Article
34

       

      This
Agreement shall be filled out with fountain pen or writing brush. If altered
unilaterally or signed by a person not duly authorized, this Agreement shall be
void and null.

       

      Article
35

       

      This
Agreement is executed in two counterparts which are of the same force and
effect, with each Party holding one counterpart. This Agreement shall take
effect on the date on which the Parties affix their signatures
thereto.

       

      XII.
Other Matters to be Agreed Upon by the Parties

       

      


      
        	 
      	 
      	 
      
	
                Party
      A (seal)

              	
                  

              	
                Party
      B (signature)

              
	 
      	 
      
	
                Legal
      representative (signature)

              	
                  

              	
                /s/Donghao
      Yang

              
	 
      	 
      
	
                (Authorized
      proxy) Xuejuan Jin

              	
                  

              	 
      
	 
      	 
      
	
                Date:
      May 4, 2010

              	
                  

              	
                Date:
      May 4, 2010

              


      

       

       

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