Unassociated Document


    Asset
Purchase Agreement

    


    
      Transferor of asset: Qitaihe Kangwei
Biotechnology Co., Ltd. (hereinafter referred to as Party A)

       

    

    
      Transferee of asset: Harbin
Hainan Kangda Cactus Health Food Co., Ltd. (hereinafter referred to as Party
B)

    

    


    Enterprise nature of Party A:
domestic-funded enterprises with registered capital of 20 millions Yuan, main
business: technology development of deep processing of agricultural and sideline
products, deep processing of agricultural and sideline products (excluding
food), and development of agricultural technology. Party A is willing to
transfer its enterprise assets to party B under the contract
conditions;

    


    Enterprises nature of Party B:
foreign-funded enterprise with registered capital of 36.8 million Yuan; main
business: cactus food processing and sales, introduction, cultivation, marketing
and scientific research of superior varieties of cactus. Party B is willing to
be transferred the Party A’s assets under the contract conditions.

    


    The two
parties, in principle of reciprocity and justice as well as honesty and
credibility, reach the unanimity through consultation on the matters that Party
A transfers all the enterprise assets (hereinafter referred to as the target
enterprise assets) to Party B, and enter into the contract as
following:

    


    Article
1  Clauses for Target Enterprise Assets

     

    Target
enterprise assets include the followings:

     

    1.
Land-use right

     

    It is the
use right of state-owned land located in Shuguang Village of Xinxing District in
Qitaihe City, covering an area of 49 thousand square meters, with the use life
of 47 years and the development area of first phase of 13 thousand square
meters.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2.
Housing ownership

     

    It is the
housing ownership of 5,606.20 square meters in Shuguang village of Xinxing
District in Qitaihe City.

     

    3.
Ownership of fixed assets

     

    All
machinery, equipments and facilities (including equipment information and all
file data, spare parts and office supplies of target enterprise) in the target
enterprise plant.

    


    Article
2  Clauses for Credits and Debts Treatment

     

    All
credits and debts (including wages owed to workers, social co-ordination
insurance, taxes, bank loans and other debts) of target enterprise which
happened prior to the signing of this contract are not included in the transfer
assets in the contract and should be settled by Party A. If any litigation and
dispute occurs for above mentioned reason, it should be solved by Party
A.

    


    Article
3  Clauses for Transfer Price and Payment

     

    Now two
parties agree that the selling price of overall assets is ¥37 million RMB
which is equivalent to $5.42 million US dollars. The price includes all price of
the assets transferred by Party A, but does not include the transfer fee of the
use right of state-owned land that Party B should pay to the land administration
department, as well as all the taxes and fees that party B should bear in the
process of transfer.

     

    Party B
will pay the transfer price in installment. Within 5 days from the date of
signing the contract, Party B will pay 50% of transfer price, that is 18.5
million Yuan to Party A; when Party A is dealing with handover procedure with
Party B, Party B will pay 10% of transfer price, that is 3.7 million Yuan to
Party A; within 5 days from the date that Party A finishes the registration
modification in the land administration and other departments, Party B will pay
Party A the rest of transfer price, namely, 40% of transfer price, that is 14.8
millions Yuan.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    Article
4  Applicable Clauses(Assets Delivery
Terms)

     

    1. After
signing the contract, both parties shall carry out the checking work of assets
in accordance with the target assets list attached in the contract, asset
inventory work should be completed within 30 days since the date of signing the
contract.

     

    2. After
signing the contract and receiving the first phase payment of Party B, Party A
promises to handle the register procedure of changing the ownership of assets
within 90 days, including registration modification of land-use right and
housing ownership.

     

      3. Party A should
handle the transfer procedures on relevant warrants, and Party B should
coordinate the procedures, the fees of ownership transfer procedures and
expenses fees will be borne by Party B.

     

      4. During the
transition period from the date of signing the contract to the completing date
of registration modification of the target assets ownership, Party A shall
manage the target assets properly with goodwill,and shall not have
any harmful acts to the target assets.

     

    Article
5  Clauses for Statement and Guarantees

     

    1.Party A’s
Statement and Guarantees

     

    (1)    Party A
ensures the quality of assets, service life, and performance conditions listed
in the target assets list are true;

     

    (2)    Party A
ensures that the ownership of above-mentioned transferred assets is uncontested,
unsecured and not seized, and Party A has the complete property rights of the
assets, if any dispute concerning the purchased assets occurs for this reason,
Party A will solve the issue and undertake the loss of Party B caused by this
reason;

     

    (3)    Party A
has obtained the approval from the relevant government departments on the
matters concerning the target asset transfer, and the shareholders meeting and
board of directors of Party A have made the decision to transfer the target
assets;

     

    
      
         

      

      
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      (4)    Party A
ensures the above-mentioned statement and guarantees will be valid for two years
since the transferred date of the target assets.

    

    2. Party
B’s Statement and Guarantee

     

    (1)    Party B
ensures to fulfill the agreed obligations under this contract in good
faith;

     

    (2)    Party B
ensures the legitimate source of the funds of transferred target
assets.

    


    Article
6  Confidentiality Clauses

     

    Both
parties should fulfill the confidentiality obligations for all commercial
documents, data and information obtained in the course of target assets
transfer, and should not disclose it to any third party excluding the contents
stipulated in mandatory laws.

     

    Article
7  Liability for Breach

     

    After the
effectiveness of contract,both parties
should execute the contract  honestly, if any party breach the
contract, shall bear the liability for breach.

     

    1.    If Party A
cannot transfer asset by law, or cannot handle relevant legitimate asset voucher
within the appointed period owing to reasons, Party A shall pay a penalty of 10%
total amount of transferred asset price for such default.

     

    2.    Party B
should ensure the timely payment in the agreed period of the contract, if Party
B fails to pay on time, shall pay for the losses of Party A by 10% of the
amount.

     

    
      
         

      

      
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    Article
8  Contract Annexes

     

    The
contract consists of five annexes, and the annexes listed in this Contract shall
form an integral part of this contract, and is a prerequisite to bring the
contract into effect, the annexes includes:

     

    1.    Target asset
appraisal report;

     

    2.    Land use
right certification;

     

    3.    House
property right certification;

     

    4.    The decisions
the shareholders meeting and the board of directors of Party A have made to
transfer the target assets.

     

    5.    Party B’s
Board Resolution approved to acquire Qitaihe Kangwei Biotechnology Co., Ltd.
with ¥37
million RMB which is equivalent to $5.42 million US dollars.

    


     Article 9  Settlement of
Disputes

     

    Any
dispute arising from or in connection with the contract shall be settled by both
parties through consultation, in case of unwillingness of both parties, any
party can prosecute to the court.

    


    Article
10  Others

     

    1.    Supplement
contract shall be entered into between the parties through consultation for
issues not settled in the contract and items required to be modified, and it
will have the same legal force.

     

    2.    The original
contract shall be served in four copies, each Party hold two
copies.

    


    Party
A:  (Seal) Qitaihe Kangwei Biotechnology Co., Ltd.

    
      Representative:  (signature)

    

    Date:
March 25, 2009

    


    Party
B:   (Seal) Harbin Hainan Kangda Cactus Health Food Co.,
Ltd.

    Representative:  (signature)

    Date:
March 25, 2009