Exhibit
10.26

    INTRA
GROUP LOAN AGREEMENT

    


    
      	
              1.

            	
              Date of
      Agreement as of December 11, 2009 (the "Agreement
      Date")

            


    

    


    
      	
              2.

            	
              Parties:

            


    

    


    
      (a)         
AGFEED
INDUSTRIES, INC., a company formed under the laws of the British Virgin Islands
and having its registered office at Akara Bldg., 24 De Castro Street, Wickhams
Cay 1, Road Town, Tortola, British Virgin Islands (“AgFeed”).

    

    


    
      (b)         
HYPOR
AGFEED BREEDING COMPANY INC. an equity joint venture corporation existing under
the laws of PRC and having its registered office at [address, address,] China (the
“Affiliate”)

    

    


    
      	
              3.

            	
              Definitions

            


    

    
      
         

        In this
Agreement the following words and phrases shall bear the following
meanings:

        


        Acceleration Event
means an event declared by a Party to be an Acceleration Event in accordance
with Clause 11.1 hereof;

        


        Agreement means this
document, stating the terms and conditions agreed to by the Parties, including
and forming an integral part thereof, the Schedules attached
hereto;

        


        Amount means the Loan
as the same may be reduced or increased from time to time in accordance with the
terms hereof;

        


        Business Day means
any day other than a Saturday or Sunday on which banks are open for business in
the country of AgFeed and in the country of the Affiliate;

        


        Currency means the
currency in which the Loan is made, being the Euro (€);

        


        Drawdown Date means
the date of the advance of the Loan;

        


        Default Interest Rate
has the meaning set out in Part I of the Schedule;

        


        Group  means
the group of companies consisting of AgFeed and all its direct and indirect
subsidiaries from time to time;

        


        Loan means the amount
advanced to the Affiliate by AgFeed as specified in Part II of the
Schedule;

        


        Interest Margin means
the margin charged over and above the base rate (one month’s Euribor) by the
finance provider(s) to AgFeed;

        


        Interest Period means
each period by reference to which interest is credited or debited to the Account
as indicated in Clause 6.2;

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        Interest Rate has the
meaning set out in Part I of the Schedule;

        


        Parties means the
parties to this Agreement (and "Party" shall be construed accordingly) as
mentioned in Clause 2 of this Agreement;

        


        SAFE means the State
Administration of Foreign Exchange or its local counterpart;

        


        Schedule means the
Schedule attached to this Agreement;

        


        Termination Date
means the date on which this Agreement is terminated pursuant to Clause 11 or
Clause 14.1;

        


        Withholding Tax means
fees, taxes, charges or deductions of whatever nature imposed by the fiscal
authorities in the country of tax residence of the paying Party on any sum
payable under this Agreement.

      

    

    


    
      	
              4.

            	
              Loan/Purpose

            


    

    


    
      	
              4.1

            	
              Subject
      to the term of this Agreement, AgFeed agrees to make the Loan as set out
      in the Schedule to the Affiliate for the sole purpose to settlement of
      accounts, purchase of capital equipment and running of the business, and
      for other purposes as directed by its board of directors shall at no time
      serve to finance financial assets, repayment of RMB loan, domestic equity
      investment or other purposes restricted by SAFE. The Loan will be governed
      by the terms of this Agreement.

            


    

    


    
      	
              4.2

            	
              Subject
      to the satisfaction of conditions precedent set out in Clause 13, the Loan
      shall be advanced by AgFeed to the Affiliate in one instalment on such
      date as may be requested by the
Affiliate.

            


    

    


    
      	
              5.

            	
              (P)repayment

            


    

    


    
      	
              5.1

            	
              The
      Affiliate will repay the Loan (together with all accrued unpaid interest)
      on the Termination Date.

            


    

    


    
      	
              5.2

            	
              Notwithstanding
      anything else to the contrary contained in this Agreement, the consent of
      AgFeed shall be required for any prepayment of Loan hereunder should the
      Affiliate decide to propose a (partial) prepayment on the basis of
      sufficient free cash flow derived from Affiliate’s
    operations.

            


    

    


    
      	
              5.3

            	
              In
      the situation of any prepayment the Affiliate shall pay the Net Present
      Value of the interest liability calculated for the period of the date of
      prepayment of any amount and the Termination Date of this Loan
      agreement.

            


    

    


    
      	
              6. 

            	
              Interest

            


    

    


    
      	
              6.1

            	
              The
      interest rate applicable to the Loan for each Interest Period shall be the
      rate as set out in Schedule I, or other rates agreed upon between the
      Affiliate and AgFeed in writing from time to time, subject to approval by
      SAFE, and is payable by the Affiliate to AgFeed in arrears on the last day
      of each Interest Period.  Interest accrues from day to day
      commencing on the date of the advance of the Loan and is calculated on the
      basis of the actual number of days elapsed and a 360 day
    year.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              6.2

            	
              Each
      Interest Period for the Loan shall be a period of 3 months.  The
      first Interest Period in relation to the Loan shall commence on the
      Drawdown Date of the Loan.

            


    

    


    
      	
              6.2

            	
              Interest
      not paid on the Loan at the end of an Interest Period (with the prior
      agreement of AgFeed) will be added to the Loan and itself bear
      interest.

            


    

    


    
      	
              7.

            	
              Payments

            


    

    


    
      	
              7.1

            	
              All
      payments under this Agreement shall be made to AgFeed's bank
      account.

            


    

    


    
      	
              7.2

            	
              If
      any payment whether of principal, interest or otherwise falls due on, or
      the last day of any Interest Period is, a day which is not a Business Day,
      the date for payment, or such last day of an Interest Period, shall be the
      next following Business Day or, if such next following Business Day falls
      in the next following calendar month or after the Termination Date, the
      immediately preceding Business Day.

            


    

    


    
      	
              7.3

            	
              In
      the event that the Affiliate fails to make a payment under this Agreement
      on its due date, interest shall be payable on such overdue sum at the
      Default Interest Rate set out in Part I of the Schedule as from the due
      date and without notification in writing from AgFeed that such interest
      has become due.

            


    

    


    
      	
              8.

            	
              Withholding
      Tax

            


    

    


    
      	
              8.1

            	
              If
      and to the extent any applicable double taxation treaty or any provision
      of law provides for a reduced (or as the case may be zero) rate of
      Withholding Tax, AgFeed will use all reasonable endeavours to assist the
      receiving Party to obtain permission at the earliest opportunity to make
      payment hereunder at such reduced (or as the case may be zero)
      rate.

            


    

    


    
      	
              8.2

            	
              Either
      Party required to make a deduction or withholding will deliver tax
      receipts to the other Party within thirty (30) Business Days after
      Withholding Tax has been paid and will further provide all other available
      documents and information reasonably necessary or appropriate to permit
      the other Party to substantiate its claim for credit for foreign tax
      purposes with respect to the withheld amount.  The Parties agree
      to submit any such claims to the appropriate revenue authorities
      expeditiously.

            


    

    


    
      	
              9.

            	
              Costs and
      Expenses

            


    

    


    
      	
              9.1

            	
              AgFeed
      may charge the Affiliate for the provision of the Loan and related
      services in such a way as to reimburse all of AgFeed’s costs and expenses
      actually incurred, including a profit of 0.7% interest
    margin.

            


    

    


    
      	
              10.

            	
              Representation and
      Warranties

            


    

    


    
      	
              A.

            	
              Each
      Party represents and warrants that:

            


    

    


    
      	
              10.1

            	
              It
      is a duly incorporated validly existing corporation under the laws of the
      place of its incorporation;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              10.2

            	
              It
      has the power to enter into this Agreement and to exercise its rights and
      fulfil its obligations granted hereunder and has taken all necessary
      actions to authorise the execution, delivery and performance of this
      Agreement which constitutes its valid and legally binding obligation
      enforceable in accordance with its
terms;

            


    

    


    
      	
              10.3

            	
              The
      execution, delivery and performance of this Agreement does not violate any
      provision of any applicable existing law or regulation by which it is
      bound or its statutes or any mortgage, contract or other undertaking to
      which it is a party or which is binding upon it;
  and

            


    

    


    
      
        	
                10.4

              	
                All
      relevant consents, approvals or authorisations of any governmental
      authority or agency required in connection with the execution, validity or
      enforceability of this Agreement have been obtained and are valid and
      subsisting.

              


      

    

    


    
      	
              B.

            	
              Affiliate
      represents and warrants that:

            


    

    


    
      	
              10.5

            	
              In
      the event AgFeed’s interest in the Affiliate is changed due to any sale of
      shares in the Affiliate or capital change of the Affiliate, any Amount (to
      be) made available under this Agreement by AgFeed shall be adjusted to
      reflect the interest held by AgFeed in the Affiliate and the shareholders
      indebtedness of the Affiliate. Additionally in such circumstances, the
      Loan shall be subject to a contribution held by the other co-owner(s) of
      the Affiliate, on a pro rata basis reflecting the respective interest of
      such co-owner(s).

            


    

    


    
      	
              10.6

            	
              Any
      amount made available by the co-owner(s) to the Affiliate under a
      shareholders loan agreement shall solely be accepted by Affiliate if such
      amount is made available under same/similar conditions and such conditions
      are not more favourable to the co-owner than the conditions as stated in
      this Agreement.

            


    

    


    
      	
              11.

            	
              Acceleration and
      Termination

            


    

    


    
      	
              11.1

            	
              If
      any of the following events shall occur in respect of one Party (the
      "Affected Party"), the other Party may at its discretion by notice to the
      Affected Party declare such event to be an Acceleration
    Event:

            


    

    


    
      
        (i)          
failure
by the Affected Party to pay principal, interest or any other sum due for
payment by the Affected Party under this Agreement within ten (10) Business Days
of the due date; or

      

    

    


    
      
        (ii)         
the
Affected Party committing any other material breach or omitting to observe in
any material respect any other of the obligations accepted or undertakings given
by it under this Agreement and such breach or omission continuing for more than
ten (10) Business Days after the date of receipt by the Affected Party of
written notice requiring such breach or omission to be remedied;
or

      

    

    


    
      
        (iii)        
any
material debt of the Affected Party:

      

    

    


    
      
        	
              	
                (A)

              	
                being
      validly declared to be due and repayable prior to the stated date of
      maturity thereof as a result of any material default on the part of the
      Affected Party (other than a default arising out of liability being
      contested in good faith) under the terms of the Agreement or other
      documents evidencing or constituting such debt and such debt not being
      repaid or such default not being remedied or such declaration not being
      otherwise rescinded within ten (10) Business Days after the Affected Party
      has received notice of such declaration;
or

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                (B)

              	
                being
      not repaid within ten (10) Business Days after the date of the maturity
      thereof plus any applicable period of
grace

              


      

    

    


    
      PROVIDED
THAT for the purposes of this sub-paragraph 11.1(iii), material debt means a
borrowing which represents more than ten per cent (10%) of the aggregate amount
of the net interest bearing debts of the Affected Party and no failure to pay or
repay or other default resulting from circumstances outside the control of the
Affected Party shall be taken into account; or

    

    


    
      (iv)          a final
judgement being made by a court of competent jurisdiction, or an effective
resolution being passed for the winding-up of the Affected Party (save for a
voluntary winding-up for the purpose of an amalgamation or reconstruction) or
the occurrence of any similar event in any appropriate jurisdiction;
or

    

    


    
      (v)          
a
receiver being appointed or an encumbrancer taking possession of all or a major
part of the undertaking, property or assets of the Affected Party and not being
paid out or discharged within forty (40) Business Days (excluding any period
during which such appointment or taking possession is being contested in good
faith) after such appointment or taking possession or the occurrence of any
similar event in any appropriate jurisdiction; or

    

    


    
      (vi)         
the
Affected Party ceasing to be controlled by the Group meaning that the Group will
directly or indirectly cease to own more than fifty per cent of the shares
carrying rights to vote at a general meeting of shareholders of the Affected
Party or ordinary shares carrying a majority of votes at a general meeting of
shareholders of the Affected Party.

    

    


    
      	
              11.2

            	
              The
      Loan amount shall be fully reimbursed at the third anniversary of the
      Drawdown Date, without prejudice to the application of Clause 11.1. On
      that date, the Amount together with any interest accrued thereon less any
      interest to be deducted from the Amount shall become immediately due and
      repayable by or to the other Party.

            


    

    


    
      	
              11.3

            	
              If
      an Acceleration Event shall occur, the other Party shall have the right,
      subject to notification within eight (8) Business Days, to terminate this
      Agreement with the same result and under the same conditions as a
      termination pursuant to clause
11.2.

            


    

    


    
      	
              11.4

            	
              If
      the Amount shall become immediately due and payable pursuant to Clause
      11.3, the Affected Party will promptly reimburse to the other Party any
      losses, costs and expenses whatsoever incurred or suffered by the other
      Party as a consequence of the early termination of this Agreement in
      application of the said Clause
11.3.

            


    

    


    
      	
              12.

            	
              Undertakings

            


    

    


    The
undertakings in this clause remain in force from the date of this Agreement for
so long as the Amount is outstanding under this Loan Agreement.

    


    
      	
              12.1.

            	
              The
      Affiliate’s payment obligations under this Loan Agreement shall rank pari
      passu with all business and/or financial creditors of the
      Affiliate.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              12.2.

            	
              The
      Affiliate is in compliance with all applicable laws and regulations and no
      litigation, arbitration or administrative proceedings, which are likely to
      have a Material Adverse Effect have been started or threatened against the
      Affiliate.

            


    

    


    
      	
              12.3.

            	
              The
      Affiliate is in compliance in all material respects with all environmental
      laws and environmental permits and no environmental claims have been
      commenced or are threatened against the
  Affiliate.

            


    

    


    
      	
              12.4.

            	
              The
      Affiliate shall not create or permit to subsist any security over any of
      its assets other than:

            


    

    
      	
              12.4.1 

            	
              Any
      security which has been permitted by
AgFeed;

            


    

    
      	
              12.4.2

            	
              Any
      security arising pursuant to any netting, set-off, cash pooling, cash
      management or other arrangement entered into in the ordinary course of the
      Affiliate’s banking arrangements;

            


    

    
      	
              12.4.3

            	
              Any
      lien arising by operation of law (including Tax laws) or resulting from
      judicial proceedings, in the ordinary course of
  business;

            


    

    
      	
              12.4.4

            	
              Any
      security over or affecting any asset acquired by the Affiliate after the
      date of this Agreement, provided such security is discharged within three
      months of the acquisition of such
assets;

            


    

    
      	
              12.4.5

            	
              Pledges
      of goods, the related documents of title or other related documents
      arising in the ordinary course of
trading.

            


    

    


    
      	
              12.5

            	
              The
      Affiliate shall not dispose of any asset other
  than:

            


    

    
      	
              12.5.1

            	
              Any
      disposal which has been authorised by
AgFeed;

            


    

    
      	
              12.5.2

            	
              Sales,
      transfers or other disposals made in the ordinary course of trading at
      arms length and on normal commercial terms,
or

            


    

    
      	
              12.5.3

            	
              The
      payment of dividends.

            


    

    


    
      	
              12.6

            	
              The
      Affiliate shall not merge or acquire any other legal entity, whether an
      entity being part of the Group, or a third party, without the prior
      written consent of AgFeed.

            


    

    


    
      	
              12.7

            	
              The
      Affiliate shall maintain insurances in relation to its business and assets
      in accordance with the insurance policy set out by, or on behalf of,
      AgFeed.

            


    

    


    
      	
              12.8

            	
              Other
      than in the ordinary course of business, the Affiliate shall not grant any
      loan or credit or give any guarantee or indemnity to a third
      party.

            


    

    


    
      	
              13.

            	
              Conditions
      Precedent

            


    

    


    
      The Loan
amount shall become available to the Affiliate on receipt by AgFeed
of:

    

    


    
      	
              13.1

            	
              a
      duly executed copy of this
Agreement;

            


    

    


    
      	
              13.2

            	
              the
      foreign debt registration document in respect of the Loan issued by SAFE
      in accordance with relevant PRC laws, regulations and rules;
      and

            


    

    


    
      	
              13.3

            	
              where
      the Affiliate is required to obtain any statutory, regulatory or other
      consents or authorisations for the making or performance of this
      Agreement, a certificate signed on behalf of the Affiliate confirming that
      such consents or authorisations have been
  obtained.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              New
      Circumstances

            


    

    


    
      	
              14.1

            	
              Save
      as otherwise provided in Clause 8 hereof,
if:

            


    

    


    
      
        	
              	
                (A)

              	
                there
      is any change in applicable law, regulation or regulatory requirement or
      in the interpretation or application thereof;
or

              


      

    

    


    
      
        	
              	
                (B)

              	
                compliance
      by either Party (the "Relevant Party") with any applicable direction or
      requirement of any competent authority shall impose, modify or deem
      applicable any reserve requirements or require the making of any special
      deposits against or in respect of any assets or liability of, deposit with
      or for the account of, or loans by, the Relevant
  Party;

              


      

    

    


    
      and the
result thereof is either to increase the costs to the Relevant Party of making
available or maintaining the Amount or any part thereof or to reduce the amount
of any payment received or receivable by the Relevant Party under this Agreement
then:

    

    


    
      (a) the
Relevant Party shall notify the other Party as soon as possible of the happening
of such event;

    

    


    
      (b) the
other Party shall pay to the Relevant Party on demand such amount as may be
necessary to compensate the Relevant Party (as set out in any explanatory
certificate provided by the Relevant Party) for such additional costs or such
reduction; and

    

    


    
      (c) so
long as such additional costs continue or as the case may be so long as the
circumstances giving rise to such reduction continue the other Party shall have
the right:

    

    


    
      
        	
              	
                (A)

              	
                on
      giving not less that (10) Business Days' notice to the Relevant Party to
      terminate this Agreement with the result that the Amount together with any
      interest accrued thereon or less any interest to be deducted therefrom
      shall become immediately due and repayable;
or

              


      

    

    


    
      
        	
              	
                (B)

              	
                at
      any time without premium penalty or other charge to reduce the maximum
      amounts available for deposits and/or borrowings hereunder to any amounts
      being not more than (whilst any sums are outstanding under the Agreement
      and not repaid) the Amount.

              


      

    

    


    
      	
              14.2

            	
              In
      the event that it becomes unlawful in any relevant jurisdiction for either
      Party (the "Relevant Party") to comply with its obligations or maintain
      the Loan Amount under this Agreement, this Agreement shall immediately
      terminate and the Amount (if any), together with all accrued interest
      thereon and all other such sums then outstanding under this Agreement less
      any interest to be deducted from the Amount shall become immediately due
      and repayable upon receipt by the other Party of a notice from the
      Relevant Party.

            


    

    


    
      	
              15.

            	
              Notices

            


    

    


    
      	
              15.1

            	
              All
      notices and other communications in connection with this Agreement shall
      be given or confirmed in writing or by e-mail, telex or fax by one Party
      to the other at the address specified in Clause 2 or such other addresses
      as may from time to time be substituted therefore by written notice by one
      Party to the other.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              15.2

            	
              Notices
      sent by e-mail, telex or fax shall be deemed to be received on the
      Business Day following the day they are transmitted and if sent by post
      shall be deemed to be received three (3) Business Days after they are put
      in the post by airmail, postage prepaid and properly addressed to the
      addressee.

            


    

    


    
      	
              16.

            	
              Assignment

            


    

    


    Neither
Party may assign its rights or transfer its obligations under this Agreement
without the prior written consent of the other party.


    


    
      	
              17.

            	
              Currency
      Indemnity

            


    

    


    
      The
obligation of either Party to make payments in the Currency shall not be
discharged or satisfied by tender or recovery pursuant to any judgement
expressed in or converted into any other currency except to the extent to which
such tender or recovery shall result in the effective receipt by the receiving
Party of the full amount of the Currency payable under this Agreement and
accordingly the primary obligation of both Parties shall be enforceable as an
alternative or additional cause of action for the purpose of recovery in the
Currency of the amount (if any) by which such effective receipt shall fall short
of the full amount of the Currency payable hereunder and shall not be affected
by judgement being obtained for any other sum due under this
Agreement.

    

    


    
      	
              18.

            	
              Governing Law and
      Jurisdiction

            


    

    


    
      	
              18.1

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the PRC.

            


    

    


    
      	
              18.2

            	
              Any
      dispute, controversy or claim arising out of or in connection with this
      Agreement, or the breach, termination or invalidity thereof, shall be
      settled by arbitration.  The appointing authority shall be the
      China International Economic and Trade Arbitration Commission (the
      “Commission”).  The place of arbitration shall be in Beijing at
      Commission. There shall be only one arbitrator, and the arbitration shall
      be conducted in English and Chinese.  The arbitration shall be
      administered by the Commission in accordance with the procedural rules of
      the Commission in force at the date of this
  Agreement.

            


    

    


    
      	
              19.

            	
              Government
      Registration

            


    

    


    
      The
Affiliate shall:

    

     

    
      
        	
              	
                (a)

              	
                within
      fifteen (15) days after the Agreement Date, effect foreign debt
      registration formalities with SAFE in accordance with relevant PRC laws,
      regulations and rules;

              


      

    

     

    
      
        	
              	
                (b)

              	
                effect
      formalities in respect of foreign debt principal and interest repayment in
      accordance with relevant PRC laws, regulations and rules;
    and

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                (c)

              	
                use
      its best endeavour to obtain such additional government or other approvals
      as may be necessary from time to time in connection with the execution,
      delivery and performance of this
Agreement.

              


      

    

    


    IN
WITNESS WHEREOF each of the Parties has caused this Agreement to be signed on
its behalf


    


    SIGNED
by:  /s/ Li
Songyan; Title:  Chairman

    for and
on behalf of AgFeed Industries, Inc.

    


    SIGNED
by:  /s/ Li
Songyan; Title:  Authorized
Signatory

    for and
on behalf of Hypor Agfeed Breeding Company INC.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    THE
SCHEDULE


    


    PART I

    


    Interest


    


    Interest
Calculation: on the basis of 360 days per year and the actual number of
days.

    


    
      	
              Interest
      Rate

            	
              :

            	
              One
      month’s Euribor at the date prior to the date interest shall be due plus
      the Interest Margin charged by Company’s finance provider and a margin of
      0.7% for administrative and treasury
services

            


    

    


    
      	
              Default
      Interest Rate

            	
              :

            	
              3%
      over the Interest Rate

            


    

    


    
      	
              Basis
      of debiting of Interest

            	
              :

            	
              at
      the end of each calendar month

            


    

    


    
      	
              Early
      repayment

            	
              :

            	
              NPV
      on interest liability

            


    

     

    PART II

    


    Loan

    
      


      
        
          	
                  Loan 

                	
                  :

                	
                  Euro
      amount of € 1,541,984 (in words: One-Million, Five-Hundred Forty-One
      Thousand, Nine-Hundred Eighty-Four Euro) [Said amount is based on an
      exchange rate of 1 RMB: 0.0980594€ on November 24. 2009. Final amount to
      be calculated on the date of signing this Loan
      agreement]

                
	 	 	 
	Term 	: 	NB
      (__) year 


        

      

    

    


    
      	
              Maturity

            	
              :

            	
              the
      third anniversary of the Drawdown
Date

            


    

    


    
      	
              Special
      condition

            	
              :

            	
              none

            


    

     

    
      
        
        

      

      
        10