Exhibit
      10.1

    


    Term
      Sheet re Transaction Expense Advance

    


    
      	
              Transaction:

               

            	
              SRKP 15,
                Inc., prior to the Reverse Merger referred to below, will directly
                fund
                certain fees and expenses on behalf of the Borrower in advance of
                and for
                the purpose of facilitating the Reverse Merger transaction.

               

            
	
              Lender:

               

            	
              SRKP
                15, Inc., a Delaware corporation (“SRKP 15”).

               

            
	
              Borrower:

               

            	
              Baoqing
                Non-GM Organic Food Co. Ltd. (the “Company”).

            
	
              Amount:

               

            	
              Up
                to $315,000, but in no event greater than the total Qualified Expenses
                actually incurred by the Company prior to the closing of the Reverse
                Merger transaction. 

               

            
	
              Qualified
                Expenses:

               

            	
              Qualified
                Expenses shall include (a) accounting and audit fees and expenses
                related
                to the auditing of the Company’s 2005, 2006 and 2007 financial statements,
                including the initial retainer and other billable amounts incurred
                by the
                Company until the closing of the Reverse Merger, (b) an accounting
                and
                consulting services retainer of up to $15,000, and (c) the initial
                retainers for the Company’s U.S. and PRC counsel. Except as specified
                above, Qualified Expenses shall not
                include fees or expenses related to ordinary bookkeeping, preparation
                of
                SEC filings, SEC review, legal fees unrelated to the Reverse Merger,
                or
                other similar matters.

               

            
	
              Disbursement
                of Funds:

               

            	
              Qualified
                Expenses will be directly funded by SRKP 15 as incurred by the Company,
                according to the terms described herein. 

               

            
	
              Repayment
                Terms:

               

            	
              Funds
                disbursed under this facility will be promptly repayable to SRKP
                15 (a)
                upon closing of the Reverse Merger, or (b) upon termination of the
                Reverse
                Merger transaction if
                such termination was due to the Company’s (i) failure to satisfy due
                diligence investigations of the placement agent or underwriter, (ii)
                failure to provide proper legal opinions necessary to close the Reverse
                Merger, or (iii) ineligibility to close the Reverse Merger for any
                other
                reason. 

               

              Funds
                disbursed under this facility shall
                not
                be
                repayable to SRKP 15 in the event that the Reverse Merger transaction
                is
                terminated due to failure or fault of the placement agent or
                underwriter.

               

            
	
              Compensation:

               

            	
              SRKP
                15 will retain three percent (3%) warrants in the Reverse Merger
                as
                compensation for the advance.

               

            
	
              Reverse
                Merger:

               

            	
              Pursuant
                to the terms and conditions contained in a separate Share Exchange
                Agreement, the Company will merge with and become a wholly owned
                subsidiary of SRKP 15. Concurrent with the closing of the share exchange
                transaction, SRKP 15 will close a private placement of common stock.
                The
                concurrent share exchange and private placement transactions shall
                be
                defined as the “Reverse Merger” for purposes of this term
                sheet.

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Share
                Exchange 

              Agreement:

               

            	
              The
                terms and conditions of this Auditing Advance shall be incorporated
                into a
                binding Share Exchange Agreement, which must be executed by SRKP
                15 and
                the Company prior to disbursement of funds under this
                facility.

               

            


    

    


    
      	
              AGREED
                AND SIGNED UPON January 22, 2008

            
	 	 
	
              By:

            	
              /s/
                Mr. Long Zhao

            
	 	
                   Mr.
                Long Zhao

            
	 	
                   Director,
                Baoqing Non-GM Organic Food Co. Ltd.

            
	 	 
	
              By:

            	
              /s/
                Mr. Richard Rappaport

            
	 	
                   Mr.
                Richard Rappaport

            
	 	
                   President,
                SRKP 15

            


    


    
      
        
        

      

      
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