Share
      Transfer Agreement

    


    Signing
      Place: Yanta District of Xi’an City

     

    
      Party
        A:

      Niu
        Hongling (ID
        No.:
110101611201356)

      
        	
                Contribution:
                  RMB
                  4 million

              	
                Proportion:
                  40%

              


      

      


      Wang
        Qifu
        (ID No.:
610102541011311)

      
        	
                Contribution:
                  RMB
                  1.5 million

              	
                Proportion:
                  15%

              


      

      


      Wang
        Jianping
        (ID No.:
612129570821041)

      
        	
                Contribution:
                  RMB
                  1.5 million

              	
                Proportion:
                  15%

              


      

      


      Zhang
        Wei
        (ID No.:
610113197608182133)

      
        	
                Contribution:
                  RMB 1
                  million

              	
                Proportion:
                  10%

              


      

      


      Cui
        Youming
        (ID No.:
6101045408100443)

      
        	
                Contribution:
                  RMB
                  1 million

              	
                Proportion:
                  10%

              


      

      


      Yuan
        Ye
        (ID No.:
211402781124021)

      
        	
                Contribution:
                  RMB
                  1 million

              	
                Proportion:
                  10%

              


      

The
      above
      six persons are whole shareholders of Huludao Wonder Fruit Co., Ltd.,
      (hereinafter refers to “Wonder Fruit”) holding totaling 100% shares of Wonder
      Fruit.

    


    Party
      B: Shaanxi Hede Venture Capital Management Co., Ltd.

    Legal
      Representative: Xue Yongke   Title:
      Managing Director

    Address:
      4th
      floor,
      Tongxinge, Xietong Building, No.12, Gaoxin 2nd
      Road,
      Xi’an

    


    To
      the
      share transfer, both parties, according with the consultation between them,
      agree that:

    


    Article
      One: Share Transfer

    Party
      A
      agrees to transfer to Party B, and Party B agrees to accept, 100% shares of
      Wonder Fruit held by Party A.

    


    Article
      Two: Transfer Price, Time of Payment, and Term of Payment

    
      	
              1.

            	
              The
                total price for this share transfer is forty-eight million two hundred
                and
                fifty thousand (including loan with amount of RMB 18.25 million from
                Wonder Fruit to Party A)

            


    

    
      	
              2.

            	
              Party
                B pays to Party A transfer payment of RMB 10 million within seven
                business
                day from the effective date of this agreement. Party B pays again
                RMB 20
                million before September of 2007. The reminder will be fully paid
                before
                March, 2008. Term of payment is by transfer
                payment.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Article
      three: Rights and Obligations

    After
      this share transfer is consummated, Party B has the rights of shareholders
      of
      Wonder Fruit and bears the corresponding obligations.

    


    Article
      Four: Guarantee

    
      	
              1.

            	
              Party
                A guarantees that housing, land, machine and equipment (including
                the case
                for corresponding mortgage to outsiders with no guarantee for them)
                provided to Party B by it, shareholder’s contribution and registered
                capital in account book are true and effective, information of asset
                and
                liability and others are true, accurate and complete. And there are
                no
                withdrawal of, transfer of, or false contribution, no omit or false
                statement.

            


    

    
      	
              2.

            	
              Party
                B guarantee to pay in full the share transfer payment under this
                agreement
                on time.

            


    

    
      	
              3.

            	
              Party
                A should cooperate Party B to keep good relationship with banks,
                department of industry and commerce, tax and other governmental
                authorities and other authorities that relate to share handover,
                thus to
                be beneficial for the normal operation of Wonder
                Fruit.

            


    

    


    Article
      Five: Default Liability

    Since
      this agreement formally becomes effective, both parties should actively fulfill
      obligations related to share transfer agreed under the agreement. Any action
      of
      violating the provisions of this agreement related to share transfer and
      articles on guarantee should constitute default. The defaulting party should
      bear corresponding default liability and indemnify a default fine, which equals
      to 30% of share transfer amount under this agreement.

    


    Article
      Six: Resolving Dispute

    The
      signatories should resolve all disputes occurring as fulfilling this agreement
      or related to this agreement through friendly negotiation. If negotiation is
      unable to resolve, litigate to the jurisdiction of the People’s Court, which is
      located in the place where the agreement is signed.

    


    Article
      seven: Signature, Effectiveness and Miscellaneous

    
      	
              1.

            	
              This
                agreement is effective since both parties signed this agreement and
                the
                Exhibits to it.

            


    

    
      	
              2.

            	
              If
                the signed documents or correspondence by both Party A and Party
                B prior
                to the date this agreement is signed and related to this agreement
                is
                inconsistent with this agreement, then, the provisions of this agreement
                should be the final ones.

            


    

    
      	
              3.

            	
              For
                the reason of force majeure and the change of State’s law and policy,
                which result in the disability of share transfer’s normal implementation,
                both parties should not bear default
                liability.

            


    

    
      	
              4.

            	
              Others
                not stated herein should be resolved through consultation between
                both
                signatories. A supplementary agreement can be signed after consistently
                consulted.

            


    

    
      	
              5.

            	
              There
                are one form and two copies of this agreement, and each party hold
                one.

            


    

     

    
      
        
          	
                  Party
                    A (Signature): 

                	
                  Niu
                    Hongling

                	
                   Wang
                    Qifu

                	
                  Wang
                    Jianping

                	
                  Yuan
                    Ye

                	
                  Cui
                    Youming 

                	
                  Zhang
                    Wei

                


        

      

       

      
        	
                Party
                  B (Sealed): 

              	
                Shaanxi
                  Hede 

              	
                Venture
                  Capital Management Co., Ltd.

              


      

       

      
        	
                Legal
                  Representative (Signature): 

              	
                Xue
                  Yongke

              


      

       

      May
        31,
        2007

    

     

    
      
        
        

      

      
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