Exhibit 10.1

31 March 2012


Proprietary Formulation & Supply Agreement


between


Stevia Corp.
as Buyer

and


Guangzhou Health China Technology Development Company Limited
as Formulator
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THIS AGREEMENT is dated the 31st day of March 2012 and made

BETWEEN:

(1)  STEVIA CORP., (the "Buyer"),  a publicly traded corporation  (OTCBB:  STEV)
     organized under the laws of the State of Nevada of the United States,  with
     its coporate  office  located at 7117 US 31, South  Indianapolis,  IN46227,
     USA; and

(2)  GUANGZHOU  HEALTH  CHINA  TECHNOLOGY   DEVELOPMENT  COMPANY  LIMITED,  (the
     "Formulator"),  Company No  440126400004088,  a limited  liability  company
     incorporated in Panyu District,  Guangzhou,  Peoples  Republic of China and
     whose registered office is at Guangzhou Province,  Panyu District,  Shiqiao
     Street, Huangbian Village, Peoples Republic of China.

WHEREAS:

(A)  Stevia  Corp  is  a  farm  management   company  focused  on  the  economic
     development of stevia; and

(B)  The  Formulator  carries  on the  business  of  stevia  extraction  and the
     formulation & production of feed  supplements,  fertilizer  ingredients and
     other products that utilize stevia components (the "Business"); and

(C)  The Buyer is  desirous to develop  certain  proprietary  feed  supplements,
     fertilizer  ingredients,  and other products that contain stevia components
     (the  "Products"),  as  defined  herein,  for its  exclusive  branding  and
     benefit; and

(D)  The  Formulator is desirous to develop  exclusive  formulations  for and on
     behalf  of Buyer  and to  supply  the  Products  to the  Buyer on terms and
     conditions as set out in this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.   INTERPRETATION

1.1  DEFINITIONS

In this Agreement, unless the context otherwise requires:

"Business Day" means a day, other than a Saturday or Sunday,  on which banks are
open for ordinary banking business in The Peoples Republic of China ("China") or
USA as the context may require.

"Parties"  means,  collectively,  the  Buyer  and the  Formulator,  and the term
"Party" shall refer to either of them as the context may require.

"Products" means the products set out in Schedule 1.

"Specification" means the specification of the Products set out in Schedule 2 or
any other  specification of the Products agreed in writing between the Buyer and
the Formulator from time to time.

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         "Year" means year in accordance with the Gregorian calendar.
         "US$" means the United States dollar

In this Agreement where the context admits:

(A)  references  to, or to any  provision  of, any treaty,  statute,  directive,
     regulation,  decision,  order, instrument,  by-law, or any other law of, or
     having  effect in, any  jurisdiction  ("Laws")  shall be construed  also as
     references  to all other  Laws made under the Law  referred  to, and to all
     such  Laws as for the time  being  amended,  re-enacted  (with  or  without
     amendment), consolidated or replaced or as their application is modified by
     other Laws from time to time;

(B)  references to clauses and  schedules  are  references to the clauses of and
     schedules to this Agreement and  references to this  Agreement  include the
     schedules and the Agreed Form documents;

(C)  references  to the  singular  shall  include  the plural and vice versa and
     references to the masculine, the feminine and the neuter shall include each
     other such gender;

(D)  "person" includes any individual,  partnership, body corporate, corporation
     sole or  aggregate,  state or  agency  of a state,  and any  unincorporated
     association or  organisation,  in each case whether or not having  separate
     legal personality; and

(E)  "company" includes any body corporate.

1.2  HEADINGS

     The headings and  sub-headings  are inserted for convenience only and shall
     not affect the construction of this Agreement.

1.3  SCHEDULES

     Each of the schedules shall have effect as if set out herein.

2.   ORDERING AND LEGAL TITLE OF THE FORMULATIONS

2.1  The  Formulator  agrees to develop  and  formulate  Products  at the Buyers
     request to be packaged and sold exclusively  under the Buyer's branding and
     design.

2.2  There are no minimum purchase  guarantees for Products that are formulated.
     The  Buyer  shall  order  in  quanities  and  Formulator  shall  supply  in
     quantities as mutually agreed between the Parties.

2.3  Legal title and all rights of ownership of the  formulations  shall pass to
     the Buyer when the Buyer  accepts the  formulations  and submits a purchase
     order for the respective Products that utilize such formulations.

2.4  At the  Buyer's  written  request  at any  time  during  the  term  of this
     Agreement, the Formulator agrees to deliver to the Buyer's designated third
     party escrow agent copies of the  formulations  and Products  documentation
     and all processing data and other data materials that are necessary for the
     Buyer to continue  production of the Products in the event that  Formulator
     is unable for any reason to do so. The Buyer will  provide  the  Formulator
     with the form of third  party  escrow  agreement  at or about the time that
     Buyer requests Formulator to place the aforementioned items into escrow.

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3.   SPECIFICATION OF THE PRODUCTS

3.1  All Products  supplied by the Formulator  pursuant to this Agreement  shall
     conform in all respects to the Specification.

3.2  The Formulator must, at all times,  follow the national laws in the country
     in which it is  operating.  These laws include but is not limited to labor,
     minimum pay, environmental, and the use of chemicals.

3.3  The Buyer and the  Formulator  shall review and agree  periodically  on any
     subsequent  revisions to the  Specification of the Products  applicable for
     the forthcoming production orders.

3.4  The Formulator will permit the Buyer or the Buyer's  representative  at all
     reasonable  times to enter the  Formulator's  premises and production sites
     for the purpose of inspecting  the Products and the  processing,  packaging
     and storage operation (whether or not owned by the Formulator)  relating to
     the Products, and will as reasonably requested by the Buyer, supply without
     cost  random  samples  of the  Products  for  testing  by the  Buyer or its
     representatives,  to ensure that the production  conditions of the Products
     conform with the Buyer's  requirements and that the Products will meet with
     the Specifications.

3.5  The  Formulator  may  consult  with the Buyer from time to time  during the
     continuance of this Agreement in order to ensure that the  Specification of
     the Products to be sold by the Formulator to the Buyer is acceptable to the
     Buyer. Any amendments to the Specification or to the growing  conditions of
     the Products shall be agreed in writing by both Parties.

4.   MANUFACTURE AND DELIVERY OF THE PRODUCTS

4.1  Delivery  of  the  Products  shall  be  at  terms  Ex-Factory/Warehouse  as
     specified by Formulator in writing. When requested by Buyer, the Formulator
     shall provide all necessary export documents, in advance, to facilitate the
     timely clearing of the product.

4.2  The Formulator shall ensure that the Products are thoroughly  inspected and
     meet the Specifications  prior to the delivery of the Products as described
     in  clause  4.1.  The  Formulator  shall  provide  to Buyer  copies  of all
     inspection analysis conducted and their results.  Anytime prior to shipping
     of the Products,  the Buyer may extract  samples of the Product for testing
     from the  Formulator's  warehouse and/or  production  facility or any other
     warehouses and/or production  facilities to be confirmed by the Formulator.
     If the  Formulator  is not satisfied  with the test result  provided by the
     Buyer, the Formulator  reserves the right to obtain an independent test and
     shall  be  liable  for  all  such   additional   costs.  In  the  event  of
     inconsistencies  between the Buyer's test result and the  independent  test
     result, then the results from a mutually agreed upon independent laboratary
     shall  prevail.  Such  confirmation  of  quality  by the Buyer  and/or  the
     independent test report of the mutually agreed upon independent  laboratory
     shall be final and the Buyer is not entitled to further dispute the quality
     of the Products and/or to challenge the invoice amount.

4.3  The Formulator  shall take all reasonable  steps to continue to improve the
     quality of the Products.

4.4  The  delivery of the  Products by the  Formulator  to the Buyer shall be in
     packing sizes and material agreed to by both parties in writing.  The Buyer
     shall provide the packaging  design and label design at its cost.  The cost
     for the packaging shall be paid by the Formulator.

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4.5  If  the  Buyer  rejects  any  delivery  of  the  Products  which  is not in
     conformity  with  the  Specification   ("Defective   Products"),   (without
     prejudice  to clause  8.2 or 8.4) the Buyer  may still  proceed  to buy the
     Defective  Products from the Formulator at such price to be mutually agreed
     between the Formulator and the Buyer.  In the event that the Buyer does not
     purchase the Defective  Products  (without any  obligations or liability by
     the Buyer to the Formulator), then the following shall occur:

     a)   The  Formulator  shall pay the Buyer all the monies  paid by the Buyer
          for the respective Products; and

     b)   Formulator  can sell the same to such third party provided the product
          and its packaging,  logos and labels make no reference to the Buyer or
          the Buyer's logos or trademarks  and the proceeds from that sale shall
          be  utilised  in  priority to pay the Buyer all the monies paid by the
          Buyer for the respective Products; all remaining proceeds will be paid
          to the Formulator.

5.   PRICE OF THE PRODUCTS AND PAYMENT

5.1  The price to be  charged by the  Formulator  to the Buyer in respect of the
     Products is as set out in Schedule 3.

5.2  Subject to clause 8.3, the  Formulator and the Buyer shall review and agree
     periodically on any subsequent revisions to the Price.

5.3  The Buyer hereby agrees and  covenants to forthwith  pay to the  Formulator
     the full  amount  stated in the invoice  and  ensures  that the  Formulator
     receives such full payment  within  fifteen (15) Working Days from the date
     the Products are collected  (provided  that the Buyer reserves the right to
     set off the payment  against the  Defective  Products),  failing  which the
     Buyer shall pay to the Formulator late interest payment of eight per centum
     (8%) per annum on the  outstanding  amount from the date the payment is due
     to the date of full settlement.

5.4  If the Buyer fails to pay for the Products  together with the late interest
     payment,  if any, by the time stipulated in Clause 5.2 and 5.3 herein,  the
     Buyer shall be deemed to be in breach of this  agreement and the Formulator
     may  choose  not to  supply  any of the  Products  to the  Buyer  until all
     outstanding  invoices  are paid by the  Buyer  (subject  that the  Products
     cannot be supplied to any third party  without the written  approval of the
     Buyer) and/or to terminate this agreement.

6.   CONFIDENTIALITY

6.1  Subject to the provisions of clauses 6.2 and 6.3, each party:

     (A)  shall treat as strictly  confidential  and use solely for the purposes
          contemplated by this Agreement all information,  whether  technical or
          commercial, obtained or received by it as a result of entering into or
          performing  its  obligations  under this Agreement and relating to the
          negotiations relating to, or the provisions or subject matter of, this
          Agreement or any other party to it ("confidential information");

     (B)  shall not,  except  with the prior  written  consent of the party from
          whom the  confidential  information was obtained  publish or otherwise
          disclose  to any person any  confidential  information  except for the
          purposes contemplated by this Agreement; and

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     (C)  where any of the  confidential  information  is also  privileged,  the
          waiver of such  privilege is limited to the purposes of this agreement
          and does not and is not  intended to result in any wider waiver of the
          privilege  and each party shall take all  reasonable  steps to protect
          the  privilege  of the  other  party  in its  respective  confidential
          information  and shall  advice the other party  promptly in writing if
          any  step is  taken by any  other  person  to  obtain  any  privileged
          confidential information of the other party.

6.2  PERMITTED DISCLOSURES

     Each party may disclose  confidential  information which would otherwise be
     subject to clause 6.1 if,  and only to the extent  that it can  demonstrate
     that:

     (A)  such  disclosure is required by law or by any  securities  exchange or
          regulatory or governmental body having  jurisdiction over it, wherever
          situated, and whether or not the requirement has the force of law;

     (B)  the  confidential  information was lawfully in its possession prior to
          its  disclosure by the other party (as  evidenced by written  records)
          and had not been obtained from the other party;

     (C)  the  confidential  information  has come into the public  domain other
          than  through  its  fault  or the  fault  of any  person  to whom  the
          confidential  information has been disclosed in accordance with clause
          6.1;

     Provided  that  any  such  disclosure  shall  not  be  made  without  prior
     consultation  with the party  from whom the  confidential  information  was
     obtained.

6.3  DISCLOSURES TO CERTAIN PARTIES

     Each party may for the purposes  contemplated  by this  Agreement  disclose
     confidential  information to the following persons or any of them, provided
     that a written  confidentiality  undertaking in a form equivalent to clause
     6.1 has been obtained from such person:

     (A)  its professional advisers,  auditors,  bankers and insurers, acting as
          such; and

     (B)  its directors, officers, senior employees and sub-contractors.

6.4  SURVIVAL OF RESTRICTIONS

     The restrictions  contained in this clause shall survive the termination of
     this  Agreement  and  shall  continue  for  two  years  from  the  date  of
     termination.

7.   WARRANTIES

7.1  The Formulator  hereby  separately  represents  warrants and undertakes for
     itself to and with the Buyers and its successors in title as follows:

     (A)  The Formulator  has full legal right,  power and authority to execute,
          deliver and perform their obligations under this Agreement; and

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     (B)  There  is  no  provision  of  any  existing  contract,   agreement  or
          instrument   binding  the  Formulator  which  has  been  or  would  be
          contravened  by the execution and delivery of this Agreement or by the
          performance  or  observance  by the  Formulator  of  any of the  terms
          hereof.

7.2  The Buyer hereby separately  represents  warrants and undertakes for itself
     to and with the Formulator and its successors in title as follows:

     (A)  The Buyer  has full  legal  right,  power and  authority  to  execute,
          deliver and perform their obligations under this Agreement; and

     (B)  There  is  no  provision  of  any  existing  contract,   agreement  or
          instrument binding the Buyer which has been or would be contravened by
          the execution and delivery of this Agreement or by the  performance or
          observance by the Buyer of any of the terms hereof.

8.   TERM AND TERMINATION

8.1  This  Agreement  shall  come into  force on the 31st day of March 2012 and,
     subject to earlier termination  pursuant to clauses 12.4, 8.2 or 8.3 below,
     shall  continue  in force for a period of five (5) Years  ("Term")  with an
     option  to renew  for a  further  term of four  (4)  Years  but the  price,
     specifications,  and  quantity  of  the  Products  to be  supplied  by  the
     Formulator  to the Buyer shall be  negotiated  by the parties on a periodic
     basis.

8.2  Either party may  terminate  this  Agreement  forthwith  by giving  written
     notice to the other in any of the following events:

     (A)  if the other party commits any material breach of any of the terms and
          conditions  of this  Agreement  and fails to remedy  that  breach  (if
          capable of remedy)  within one month after notice from the other party
          requiring it to be remedied and giving full particulars of the breach;
          or

     (B)  if the other party has a winding up petition  presented  against it or
          enters into liquidation  whether  compulsory or voluntary  (except for
          the  purposes of bona fide  reconstruction  or  amalgamation  with the
          prior  approval of the other  party),  or compounds  with or makes any
          arrangement  with its creditors or makes a general  assignment for the
          benefit  of  its  creditors,  or  if  it  has  a  receiver,   manager,
          administrative  receiver or administrator  appointed over the whole or
          substantially  the whole of its undertaking or assets, or if it has an
          administration  petition presented or administration  application made
          against it or a notice of  intention to appoint an  administrator  has
          been  given to any  person or if it ceases  or  threatens  to cease to
          carry on its business,  or makes any material  change in its business,
          or if it suffers any analogous process under any foreign law.

8.3  Either Party is at liberty to terminate the Agreement without any liability
     whatsoever  to the  other  Party if the  review of the  Specifications  (as
     ascribed in clause 3.3  hereto);  or the Pricing (as ascribed in clause 5.2
     hereto)  is not  agreed  between  the  Formulator  and the Buyer in writing
     within at least 60 days after a periodic review is initiated.

8.4  CONSEQUENCES OF TERMINATION

     Upon termination in accordance with this clause 8 or clause 12.4:

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     (A)  the rights and  obligations of the parties under this Agreement  shall
          terminate and be of no future effect,  except that clauses 1, 6 and 11
          shall remain in full force and effect;

     (B)  any  rights  or  obligations  to  which  any of the  parties  to  this
          Agreement may be entitled or be subject before such termination  shall
          remain in full force and effect;

     (C)  termination  shall not  affect or  prejudice  any right to  damages or
          other  remedy which the  terminating  party may have in respect of the
          event which gave rise to the termination or any other right to damages
          or other  remedy  which any party may have in respect of any breach of
          this Agreement which existed at or before the date of termination.

9.   LIMITATION OF LIABILITY

9.1  The provisions of this clause 9 set out the entire  financial  liability of
     the parties  (including  any  liability  for the acts or  omissions  of its
     employees, agents and sub-contractors) in respect of:

     (A)  any breach of this Agreement; and

     (B)  any  representation,  statement or tortious act or omission  including
          negligence arising under or in connection with this Agreement;

     (C)  Product liability,  Product safety only as it pertains to any specific
          act of negligence traceable to the Formulator;

     (D)  voluntary or involuntary recall of the Products only as it pertains to
          any specific act of negligence traceable to the Formulator;

9.2  All warranties, conditions and other terms implied by statute or common law
     are to the fullest extent permitted by law, excluded from the terms of this
     Agreement.

10.  PROVISIONS RELATING TO THIS AGREEMENT

10.1 ASSIGNMENT

     Either  party must have the prior  written  consent  of the other  party to
     assign all or any part of its rights and benefits under this Agreement to a
     third party.  No consent  shall be required for such an  assignment  to any
     subsidiary,  Affiliate, or holding company of either party to its affiliate
     so long as the assignment  does not result in a change to the conditions of
     the agreement in any way.

10.2 SUB-CONTRACTING

     The Formulator  shall be entitled to carry out its  obligations  under this
     Agreement  through  any agents or  sub-contractors  appointed  by it in its
     absolute  discretion for that purpose subject to the written consent of the
     Buyer, which will not be unreasonably  withheld.  The Buyer recognizes that
     the Formulator may rely on subcontractors  for certain processes of Product
     development or manufacture.

10.3 ENTIRE AGREEMENT

     (A)  This  Agreement,  together  with  any  documents  referred  to in  it,
          constitutes  the whole agreement  between the parties  relating to its
          subject  matter and  supersedes  and  extinguishes  any prior  drafts,

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          agreements, undertakings, representations, warranties and arrangements
          of any nature,  whether in writing or oral,  relating to such  subject
          matter,  and can be amended  only by  written  agreement  amongst  the
          Parties.

     (B)  The Parties  acknowledge that they have not been induced to enter into
          this  Agreement  by any  representation  or warranty  other than those
          contained in this Agreement and, having  negotiated and freely entered
          into this  Agreement,  agree that they shall have no remedy in respect
          of any other such  representation  or  warranty  except in the case of
          fraud.  The  Parties   acknowledge  that  their  legal  advisers  have
          explained to them the effect of this clause.

     (C)  No  variation  of this  Agreement  shall be  effective  unless made in
          writing and signed by each of the parties.

10.4 RIGHTS ETC CUMULATIVE AND OTHER MATTERS

     (A)  The rights, powers, privileges and remedies provided in this Agreement
          are cumulative and are not exclusive of any rights, powers, privileges
          or remedies provided by law or otherwise.

     (B)  No failure to  exercise  nor any delay in  exercising  by any party to
          this  Agreement  of any right,  power,  privilege or remedy under this
          Agreement  shall impair or operate as a waiver  thereof in whole or in
          part.

     (C)  No single or partial exercise of any right,  power privilege or remedy
          under this  Agreement  shall  prevent  any  further or other  exercise
          thereof or the  exercise  of any other  right,  powers,  privilege  or
          remedy.

10.5 COSTS

     Subject  to any  express  provisions  to the  contrary  each  party to this
     Agreement  shall pay its own costs of and  incidental  to the  negotiation,
     preparation, execution and carrying into effect of this Agreement.

     10.6 INVALIDITY

     If any  provision  of this  Agreement  shall be held to be  illegal,  void,
     invalid or unenforceable under the laws of any jurisdiction,  the legality,
     validity and  enforceability  of the  remainder  of this  Agreement in that
     jurisdiction  shall  not  be  affected,  and  the  legality,  validity  and
     enforceability  of the whole of this  Agreement  in any other  jurisdiction
     shall not be affected.

10.7 NOTICES

     (A)  Any  notice  (which  term  shall  in this  clause  include  any  other
          communication)  required  to  be  given  under  this  Agreement  or in
          connection  with the matters  contemplated  by it shall,  except where
          otherwise   specifically  provided,  be  in  writing  in  the  English
          language.

     (B)  Any such notice shall be  addressed as provided in clause  10.7(C) and
          may be:

          (1)  personally  delivered,  in which  case it shall be deemed to have
               been  given  upon  delivery  at  the  relevant  address  if it is
               delivered not later than 17.00 hours on a Business Day, or, if it
               is  delivered  later than 17.00 hours on a Business Day or at any

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               time on a day which is not a Business  Day, at 09.00 hours on the
               next Business Day; or

          (2)  if within China,  sent to Buyer by first class  pre-paid post, in
               which  case it shall be deemed to have  been  given two  Business
               Days after the date of posting; or

          (3)  if within the USA,  sent to  Formulator  by first class  pre-paid
               post,  in which case it shall be deemed to have been given  three
               Business Days after the date of posting; or

          (4)  if from one country to another country, sent by pre-paid airmail,
               or by air courier,  in which case it shall be deemed to have been
               given seven  Business  Days after the date of posting in the case
               of airmail or two Business Days after delivery to the courier, in
               the case of air courier;

          (5)  sent by facsimile,  in which case it shall be deemed to have been
               given when  despatched,  subject to confirmation of uninterrupted
               transmission  by a transmission  report  provided that any notice
               despatched by facsimile  after 17.00 hours in the receivers  time
               zone on any  Business  Day or at any time on a day which is not a
               Business  Day shall be deemed to have been  given at 09.00 on the
               next Business Day; or

          (6)  sent by electronic  mail, in which case, it shall be deemed to be
               given when received but subject to the same provisions  regarding
               receipt after 17.00 hours as apply to notices sent by facsimile;

     (C)  The addresses  and other details of the parties  referred to in clause
          10.7(B) are, subject to clause 10.7(D):

          Name: STEVIA CORP.

          For the attention of: George Blankenbaker

          Address:              7117 US 31 South, Indianapolis, IN 46227, USA

          Facsimile number:     +(1) 317-536-3222

          E-mail address:       george@stevia.co

          Name: GUANGZHOU HEALTH CHINA TECHNOLOGY DEVELOPMENT COMPANY LIMITED

          For the attention of: Zhang Ji

          Address:              Flat 501, 5/F, Meishan Building, Shiqiao Panyu
                                District Guangzhou, China

          Facsimile number:     +(86) 2084821418

          E-mail address:       cgfchina@gmail.com

     (D)  Any party to this  Agreement  may notify the other party of any change
          to the  address  or  any of the  other  details  specified  in  clause
          10.7(C),  provided that such  notification  shall only be effective on

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          the date  specified  in such  notice or five  Business  Days after the
          notice is given, whichever is later.

10.8 RELATIONSHIP OF THE PARTIES

     (A)  Nothing  in  this  Agreement  shall   constitute,   or  be  deemed  to
          constitute, a partnership between the parties nor, except as expressly
          provided, shall it constitute,  or be deemed to constitute,  any party
          the agent of any other party for any purpose.

     (B)  Subject to any express  provisions to the contrary in this  Agreement,
          neither  Party shall have the right or  authority  to and shall not do
          any act, enter into any contract,  make any  representation,  give any
          warranty, incur any liability, assume any obligation,  whether express
          or implied, of any kind on behalf of the other Party or bind the other
          Party in any way.

11.  LAW AND JURISDICTION

11.1 SINGAPORE LAW

     This  Agreement  shall be governed by, and  construed in  accordance  with,
     Singapore law.

11.2 The  Formulator  shall comply  strictly  with all  applicable  requirements
     relating with occupational  safety and health legislation in the country of
     operations  in which the product is produced,  and the  relevant  rules and
     regulations thereunder.

11.3 JURISDICTION

     In  relation  to any  legal  action  or  proceedings  arising  out of or in
     connection  with  this  Agreement  ("Proceedings"),  each  of  the  parties
     irrevocably  submits to the  non-exclusive  jurisdiction  of the  Singapore
     courts  and waives  any  objection  to  Proceedings  in such  courts on the
     grounds of venue or on the grounds that Proceedings have been brought in an
     inappropriate forum.

11.4 ARBITRATION

     (A)  Any dispute or difference  arising out of or in  connection  with this
          Agreement, including any question regarding its existence, validity or
          termination   and   regardless  of  the  nature  of  such  dispute  or
          difference,  shall be referred to and finally  resolved by arbitration
          under the Singapore International  Arbitration Centre, which Rules are
          deemed to be incorporated by reference into this Clause, and:

          (1)  the number of  arbitrators  shall be three,  one of whom shall be
               appointed by the party asserting a claim against the other party,
               one of whom shall be appointed by the party  against whom a claim
               has been  asserted,  and the third of whom shall be  selected  by
               mutual  agreement,  if  possible,   within  thirty  days  of  the
               selection  of the  second  arbitrator  and  failing  which by the
               administering  authority.  In the event the party  against whom a
               claim has been  asserted  fails to appoint the second  arbitrator
               within 15 days after the first  arbitrator  is  appointed  by the
               Party asserting a claim, then the  administering  authority shall
               select the second and third  arbitrators  after expiration of the
               said 15 days;

          (2)  the seat of arbitration shall be Singapore; and

          (3)  the  language  to be used in the  arbitral  proceedings  shall be
               English.

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<PAGE>
12.  FORCE MAJEURE

12.1 EFFECT OF FORCE MAJEURE

     Neither  party  shall  be  deemed  to be in  breach  of this  Agreement  or
     otherwise  liable to the other as a result of any delay or  failure  in the
     performance  of its  obligations  under this Agreement if and to the extent
     that such delay or failure is caused by force majeure (as defined in clause
     12.2) and the time for performance of the relevant  obligation(s)  shall be
     extended accordingly.

12.2 DEFINITION OF FORCE MAJEURE

     For the purpose of this clause, "force majeure" means any circumstances not
     within the reasonable  control of the party  concerned  including,  without
     limitation:

     (A)  any  strike,  lockout or other  industrial  action,  any  destruction,
          permanent  breakdown,  malfunction  or damage  of or to any  premises,
          plant, equipment or materials;

     (B)  any action taken by a  governmental  or public  authority of any kind,
          including,  without  limitation,  not  granting a consent,  exemption,
          approval  or  clearance  or  imposing  an  embargo,  export  or import
          restriction, rationing, quota or other restriction or prohibition;

     (C)  any civil  commotion or disorder,  riot,  invasion,  war, threat of or
          preparation for war;

     (D)  any accident, fire, or explosion, (other than in each case, one caused
          by a breach of  contract  by or  assistance  of the  party  concerned)
          storm,  flood,  earthquake,  subsidence,  epidemic  or  other  natural
          physical disaster.

12.3 OBLIGATIONS OF AFFECTED PARTY

     A party  whose  performance  of its  obligations  under this  Agreement  is
     delayed or prevented by force majeure:

     (A)  shall immediately notify the other party of the nature, extent, effect
          and  likely  duration  of the  circumstances  constituting  the  force
          majeure;

     (B)  shall use all  reasonable  endeavours  to  minimise  the effect of the
          force  majeure  on its  performance  of  its  obligations  under  this
          Agreement  including the making of any  alternative  arrangements  for
          resuming the performance of its  obligations  which may be practicable
          without incurring material additional expense; and

     (C)  shall, subject to clause 12.4,  immediately after the cessation of the
          force  majeure,  notify  the  other  party  thereof  and  resume  full
          performance of its obligations under this Agreement.

12.4 TERMINATION FOR FORCE MAJEURE

     If any force majeure delays or prevents the  performance of the obligations
     of either party for a continuous period in excess of six months,  the party
     not so affected shall then be entitled to give notice to the affected party
     to terminate this  Agreement,  specifying the date (which shall not be less
     than 30 Business Days after the date on which the notice is given) on which
     termination  will  take  effect.   Such  a  termination   notice  shall  be
     irrevocable,  except with the consent of both parties, and upon termination
     the provisions of clause 8.3 shall apply.

                                       12
<PAGE>
IN WITNESS  whereof each of the parties has executed this  Agreement in a manner
binding upon it as of the Effective Date set forth above.


SIGNED BY                                   /s/ George Blankenbaker
                                            ------------------------------------
                                      Name: George Blankenbaker

FOR AND ON BEHALF OF
STEVIA CORP.


SIGNED BY                                   /s/ Zhang Ji
                                            ------------------------------------
                                      Name: Zhang Ji

FOR AND ON BEHALF OF
Guangzhou Health China Technology Development Company Limited

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