Exhibit
10.27

     

     

    PROPERTY
TRANSFER AGREEMENT

     

     

    


     

    This
Agreement is entered in Wuqing Tianjin on the day of December 25,
2008.

     

    PARTY A
(TRANSFERRER): TIANJIN TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.

     

     

    PARTY B
(TRANSFEREE): TIANJIN TIANSHI GROUP CO., LTD.

     

     

     

    In the
principle of fairness and mutual benefits, Party A and Party B reach the
provisions set forth below after negotiation regarding transfer of the
properties from Party A to Party B:

     

     

    Article
1  Information of the properties

     

     

    The
properties transferred hereby are located at No. 6 Yuanquan Road, Wuqing
Development Area, Tianjin Hi-Tech Industry Park, China. The overall building
size is approximately 9974.31 square meters. The details of the properties are
showed in Exhibit 1.

     

     

    Exhibit
1. Property transfer list

     

    
      	
              Order

            	
              Properties

            	
              Construction
      Size(M2)

            	
              Property
      Title Certificate

            	
              Lawful
      Purpose

            
	
              1

            	
              Workshop
      1

            	
                     863.25

            	
              Wu
      Qing Zi No.220050330

            	
              Industrial

            
	
              2

            	
              Workshop
      2

            	
                       3848.82

            	
              Wu
      Qing Zi No.220050330

            	
              Industrial

            
	
              3

            	
              Workshop
      4

            	
                     1909.44

            	
              Wu
      Qing Zi No.220048143

            	
              Industrial

            
	
              4

            	
              Dinning
      Hall

            	
                     3352.80

            	
              Wu
      Qing Zi No.220048143

            	
              Industrial

            


    

     

     

    Article
2  The Scope of the properties and consideration

     

    2.1 Both
of the two parties agree that Party A transfers the above listed properties to
Party B.

     

     

    2.2 The
transfer fee of the properties is Renminbi 32,800,000.00 Yuan.

     

     

    
      
         

      

      
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    Article
3  Payment

     

    The
transfer agreement is signed by both parties, and Party B shall payoff all
property transfer fees lay-away after this agreement is entered. The amount of
each batch of payment should be settled by negotiation.

     

    Article
4  Representations and Warranties

     

    Party A
represents and warrants that it has the complete rights over the subject
constructions and land use right. The property transfer herein will not breach
any contract to a third party, or violate a third party’s rights, or result in
any liability of Party B to a third party. Party A agrees to settle any dispute
or claim hereby if any and indemnifies Party B any losses due to such
claims.

     

    The
damage risk relating to the subject constructions will transfer along with their
delivery. Party A agrees to bear the damage risk prior to the delivery and Party
B agrees to bear the damage risk as of the delivery.

     

     

    Article
5   Force majeure

     

    5.1 Performance
exemption.
Neither party is entitled to claim its losses in the case that either
party is unable to perform this agreement in part or in the whole, or
the performance is unnecessary due to the force majeure. 

     

    5.2 Force
majeure means accidents that are unpredictable and unavoidable, including
but not limited to: earthquake, typhoon, flood, fire, embargo, sturt or war, but
not including the requesting party’s financial difficulty or construction
removal or requisition by the government.

     

    5.3 The
effected party shall promptly notify the other party within seven days or
as early as possible through an effective communication way as of the day
when an accident happens.

     

    5.4
Accidents that happen after delay of performance can not exempt the liability of
the breaching party.

     

    Article
6  Termination

     

    In the
case that one party fails to perform the agreement even after the other party’s
written notice, the abiding party has right to terminate the
agreement

     

     

    
      
         

      

      
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    and is
exempted from any liabilities hereby. The breaching party shall indemnify the
abiding party’s losses, if any.

     

    Article
7   Controversy jurisdiction

     

    Any
dispute arising from or in connection with the agreement shall be settled
through good faith negotiation between the parties. In the event of no
settlement is concluded, parties are entitled to lodge a complaint to the court
where the fixed assets locate.

     

    Article
8  This agreement is effective as of the signing of the
statutory/authorized representatives and sealing of both parties.

     

    Article
9 Any supplemental agreement by and between both parties is an
undivided part of this agreement and has the same legal effect.

     

    Article
10  This agreement executes in four copies. Each party holds
two.

     

     

    Party A:
Tianjin Tianshi Biological Development Co., Ltd

     

     

    By:  /s/ Yiqun
Wu

    Name:  Yiqun
Wu

    Title:  Legal
Representative

     

     

     

    Party B:
Tianjin Tianshi Group Co., Ltd

     

    By:  /s/ Jinyuan
Li

    Name:  Jinyuan
Li

    Title:  Legal
Representative

     

     

     

     

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