Exhibit 10.2


MUTUAL
GUARANTEE AGREEMENT


 


Under the principles
of friendly cooperation and mutual development for the benefit of efficient progress of financing projects of both parties, Henan
Huanghe Enterprises Group Co., Ltd. (hereinafter “Party A”) and Henan Zhongpin Food Share Co., Ltd. (hereinafter “Party
B”), referred to collectively hereinafter as the “Parties,” reach the following Agreement in order to provide
for a mutual guarantee:


 


SECTION 1. Mutual Guarantee



 


1.1. Both Parties promise
to provide each other, within the total mutual guarantee amount and mutual guarantee term stated in this Agreement, with a guarantee
for financing from financial institutions.


 


SECTION 2. Total Amount and Term for Mutual
Guarantee


 


2.1. The Parties confirm
the total amount of guarantee they offer to each other is 150 million RMB for loans not exceeding one year.


 


2.2. The Parties confirm
the term of mutual guarantee is twelve (12) months, namely from June 25, 2011 to June 25, 2012.


 


SECTION 3. Form of Mutual Guarantee 


 


3.1. The Parties confirm the form of mutual
guarantee is joint liability guarantee.


 


SECTION 4. Rights and Obligation of Both
Parties 


 


4.1. Each Party shall
carefully and responsibly designate a financial principal respectively, to go through the relevant procedures promptly, to ensure
that the Parties can smoothly conduct financing activities.


 


4.2. The Loan Contract,
Guarantee Contract and other relevant legal documents about each specific loan should be fully completed and provided by one Party
when it is required by the other Party.


 


4.3. In the event that
one Party does not complete the Loan Contract, Guarantee Contract, or other relevant legal documents according to the provisions
under Section 4.2, or there are certain blanks in those legal documents, the other Party may refuse to deal with the relevant mutual
guarantee issue.


 


4.4. Both Parties promise,
during the period that one or both Parties is charged with liability to guarantee, to exchange financial information within 10 working days after the end of each month. Such financial information includes but is not limited to the
balance sheet, income statement, cash flow statement, and tax return information. Both Parties shall bear a strict duty of confidentiality
regarding such financial information. The Parties pledge that the information provided by each shall be true, accurate and complete,
with no falsity, omission or misleading representation.


 



    	Ex.10.2-1



    	 



    

 


SECTION 5. Suspension and Dissolution
of the Agreement


 


5.1. During the term
of this mutual guarantee, if one Party can prove that the other Party becomes a severe obstacle in a major dispute or major litigation
involving its normal business operations, the former Party may suspend this Agreement upon written notification provided to the
latter Party ten (10) working days in advance of such suspension.


 


5.2. During the term
of mutual guarantee, if one Party can prove that the other party has entered into a proceeding such as bankruptcy, liquidation
or dissolution, the former Party may dissolve this Agreement in advance upon written notification provided to the latter Party
ten (10) working days in advance.


 


5.3. In the event the
situation stated in Section 5.1 or 5.2 of this Agreement occurs, it shall have no impact on the guarantee obligations undertaken
related to the Loan Contracts that have already been signed and become effective, and are covered by this Agreement. Neither Party
may suspend or dissolve its guarantee responsibilities that it has already assumed and that are in effect by reason that this Agreement
has been terminated in accordance with either Section 5.1 or 5.2.


 


SECTION 6. Counter-guarantee Obligation



 


6.1. In the event one
Party postpones or fails to pay mature debts resulting in the other Party bearing jointly guaranteed liability, the latter Party
shall have the right, within one week upon assuming guarantee responsibility, to take the former Party’s corresponding assets
as compensation for its repayment for the loans to the bank with respect to the joint liability guarantee with advance written
notice pursuant to the Counter-Guarantee Contract subscribed to by both Parties when entering the Guarantee Contract; the former
Party who postpones or fails to make payment shall cooperate with the latter Party to complete the compensation procedures without
placing any obstacles according to Counter-Guarantee Contract.


 


SECTION 7. Miscellaneous


 


7.1. Within the term
of this Agreement, in the event either Party enters into reconstruction, reorganization, a merger or a separation, this Agreement
shall remain valid. The party who assumes the rights and obligations of either Party shall be subject to the contractual terms
and obligations set forth in this Agreement.


 


7.2. This Agreement
is a framework agreement for both Parties who are covered in the Mutual Guarantee Agreement. The Parties should assume their respective
guarantee obligations pursuant to each specific Guarantee Contract for each specific bank loan. This Agreement shall not be deemed
to create guarantee obligations for either Party for Loan Contracts unless corresponding Guarantee Contracts have been executed
between the Parties.


 


7.3. Both Parties pledge
and agree that, with respect to the loans guaranteed under this Agreement, they will comply with the terms and conditions of the
applicable Loan Contract.


 


SECTION 8. Confidential Liability


 


8.1. During the process
of implementation of this Agreement, any financial, operational or decision-making information, customer data, secret technique,
or other related information or message that is dissolved, mastered, preserved by one side is to be regarded as confidential information.


 



    	Ex.10.2-2



    	 



    

 


8.2. The Parties shall
not disclose or reveal confidential information to any person or entity not a party to this Agreement. The Parties may allow certain
confidential information to be revealed upon written consent by both Parties.


 


8.3. In the event one
of the Parties violates Section 8.2 of this Agreement, the violating Party shall be held legally responsible.


 


SECTION 9. Notice and Delivery 


 


9.1. Both Parties agree to designate a financial
functionary in charge of the implementation and relevant assistance under this Agreement. The respective designated persons and
their addresses are as follows:


 


	Party A: Liu Xianzhong	 	Party B: Li Haobin
	Address: Changge City, Henan Province.	 	Address: Changge City, Henan Province.
	Zip code: 461500	 	Zip code: 461500
	Tel: 0374-6108923	 	Tel: 0374-6219786
	Fax: 0374-6108922	 	Fax: 0374-6219786


 


9.2. Both Parties agree
that if the written notice has been delivered to the other Party’s appointed person under Section 9.1, it is regarded as
delivered to the other Party.


 


SECTION 10. Continuance
of the Agreement 


 


10.1. After expiration
of the term of this Agreement, the Parties may extend the Agreement by signing a written agreement of extension.


 


SECTION 11. Breaching
Obligations and Resolution to Dispute


 


11.1. Both Parties shall
strictly abide by this Agreement and corresponding stipulations of the Loan Contract and Guarantee Contract. In the event a Party
violates the provisions of this Agreement and corresponding Loan and Guarantee Contracts, it shall be regarded as a breach of contract.
The Party that breaches shall compensate all the losses of the other, and pay the amount of  RMB penal sum to the other
Party.


 


11.2. In the event a
dispute occurs in the implementation of this Agreement, the Parties shall resolve the dispute by negotiation; if negotiation fails,
a Party may file a claim in the local court of accuser, subject to the terms set forth in the relevant Guarantee Contract.


 


SECTION 12. Validity and other Issues
of the Agreement


 


12.1. This Agreement
will become valid and in full force and effect upon the approval of the Board of Directors of both Parties and by the signature
and seal of the legal and authorized representatives of each Party.


 


12.2. The period of
validity: from June 25, 2011 to June 25, 2012.


 


12.3. Once this Agreement
comes into effect, the Mutual Guarantee Agreement signed by the Parties in 2010 shall be repealed simultaneously.


 


12.4. This Agreement
is in duplicate. Each copy has the same legal effect.


 



    	Ex.10.2-3



    	 



    

 


	 	Party A: Henan Huanghe Enterprises Group Co., Ltd.
	 	 
	 	By:	/s/  Henan Huanghe Enterprises Group Co., Ltd.
	 	Date:  June 24, 2011 
	 	 
	 	Party B: Henan Zhongpin Food Share Co., Ltd.
	 	 
	 	By:	/s/ Henan Zhongpin Food Share Co., Ltd.
	 	Date: June 24, 2011


 








    	Ex.10.2-4