Assets
      Leasing Agreement


     

     

     

    
Party
      A (lessor): Shenzhou Chenguang Meat Products
      Factory
Address: Chenshi Town, Chenshi County, Shenzhou
      City            

Party B (lessee): Hengshui Zhongpin Food Co., Ltd.
Address: 

     

     

    Whereas.

     

    Both
      Party A and Party B signed assets leasing letter of intent on
     , 2008. Both Parties have accomplished
      related stipulation of the letter of intent. Party A agreed to lease out the
      assets to Party B according to the agreement; Party B held Board of directors
      and agreed to lease the assets of Party A. In order to exert the production
      capacity of Party A’s equipments
      to
      maximize the economic benefit for both parties and gain win-win situation,
      under
      the principle of honesty and trust, equality and mutual benefit, and by friendly
      consultations, Party A and Party B agree to enter into agreement and carry
      it
      out as follows according to corresponding laws and regulations stated in “The Economic
      Contract Law of the People's Republic of China”:

     

     

     

    Section
      One BASIC CONDITION OF LEASED ASSETS

     

    1.
      Location of Leased Assets:

    Chenshi
      Town, Chenshi County, Shenzhou City 

     

    2.
      Scope of Leased Assets:

    Party
      A owns equipments for live pig slaughtering, cutting,
      refrigeration and cold storage and also has workshops, office buildings,
      dining-rooms, houses for guard, some buildings for official business and
      domicile and fitting equipments. The equipments include but not limited to
      water
      and electricity, dirt-discharge, pig house, logistics, dwelling house, office
      building and other facilities, manufacturing instruments, lands related to
      the
      above leased properties (including greenbelt, plants, flower and grass),
      roadways, bounding wall and so forth.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    The above mentioned assets are on the basis of assets listed in the
      agreement’s
      attachment “Leased
      Assets
      listing”.

     

    3.
      Function of Leased Assets

    Hogs
      purchasing, slaughtering & processing, refrigeration and
      storage, sales. 


    If
      Party B needs to make reconstruction and expanded construction for
      arts & crafts as well as process, Party A shall bear all expenses occurred
      under the premise of keeping Party A’s assets
      intact or
      improving assets’ efficiency;
      if
      Party B needs to change the function, it is necessary to get permission in
      written form from Party A. The expenses attributed to function transfer will
      be
      assumed by Party A.

     

     

     

    Section
      Two DELIVERY STANDARD OF LEASED ASSETS

     

    1.
      The delivery standard of leased assets means the required standard
      that once lessor delivers leased property to lessee.


    2.
      Take manufacturing equipment operating well as its standard
      without deformity or damage. Asset in “Leased
      Assets
      listing”
      shall be given clear indication of purchase year, producing area and brands
      and
      so forth.


    3.
      Take house and equipment working well as its standard. The list
      shall be given clear indication of quality condition, constructing or purchasing
      year, fixed year of installation and use, producing area and brands and so
      on.


     

     

     

    Section
      Three LEASE TERM


     

    1.
      Both Party A and Party B agree that the term for the above lease
      will be three years from 1st, December, 2008 to 30th, November, 2011.


    2.
      If Party B plans to continue leasing after the expiration date of
      the agreement, Party A shall be given a written notice a month before
      expiration. Within 10 days after receiving the notice, Party A shall inform
      Party B in written form whether he agrees to continue leasing or not. Otherwise,
      it shall be regarded as an approval that both should execute the agreement.
      Or
      through another negotiation, both sign the renewal of the
      contract.    


    3.
      During lease term and after expiration, if a third party makes an
      offer to purchase the assets Party A leased to Party B, Party B shall have
      priority under the same condition.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      Four RENTS, PAYMENT TERM AND METHOD

     

    1.
      Rent standard: Party B shall pay ¥1,800,000 RMB per year for
      leasing assets of Party A, that is to say annual rents is ¥1,800,000
      RMB.


    2.
      Payment method: Prepaid method is adopted here. The first rent for
      six-month lease is paid within 15 days upon entering into the agreement. And
      after the first payment and during the whole lease period, the rent is paid
      by
      quarter in a prepaid way, and quarterly rent shall be paid within the last
      15
      days of each quarter until the rent for the whole lease period has been
      paid.

    3.
      Payment approach and condition: Party A shall render a formal
      invoice 7 days before the date of  rent payment by Party B and provide
      Party A’s
      rent receiving account number with Party A’s seal,
      then Party
      B shall pay the rent via bank remittance.

     

     

     

     

    Section
      Five DELIVERY OF LEASE


    1.
      Within 10 days after entering into the agreement, Party A shall
      provide the list of lease assets to Party B, and two parties shall conduct
      review and preliminary test to the leased assets.

    2.
      Party A shall repair or supplement the equipments and facilities
      with quality problems that discovered in the preliminary test to make sure
      of
      the purpose of the lease agreement can be achieved. 


    3.
      Within 15 days upon entering into the agreement, Party A shall
      deliver the lease to Party B. If the delivery date is disagree with the
      beginning date of the lease term, this delivery date shall be regarded as
      beginning date of lease term. The expiration date of the lease term shall be
      adjusted accordingly. 


    4.
      Upon the lease being delivered, both parties shall sign or seal to
      confirm in the list of leased asset. The delivery date is the dividing point
      for
      the two Parties to undertake corresponding responsibilities for the lease
      assets, and the delivery date is also the beginning date when calculating the
      rent.


    5.
      If Party A delivers equipment with quality problem or flaw to
      Party B, Party B can refuse to accept it and remove the goods from the list.
      However, to the equipment which influences Party B to realize the purpose of
      the
      agreement, Party A shall be responsible to repair it to normal standard for
      use.
      If Party A delays to mend it, Party B can repair it by himself or ask a
      third-party to repair it to normal standard for use. The expenses caused by
      it
      shall be assumed by Party A.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      Six REPAIR, MAINTENANCE AND MANAGEMENT OF
      LEASE

     

    1.
      Party B shall be responsible for ordinary repair, maintenance and
      management of the leased assets. The management scope includes affiliated
      facilities and land related to the lease assets; Party B shall assume the
      management expenses while Party A has right to supervise and check up the
      lease.

    2.
      Party B shall find out all kinds of hidden trouble in time to
      prevent from risk.


    3.
      Party B shall be responsible for repairing or acquirement of major
      equipments or large facilities, and assuming the relevant expenses. 


    4.
      Party A shall bear responsibilities to the maintenance and
      overhaul of the buildings (workshops, buildings and other houses) rented by
      Party A and assume all relevant expenses. 


    5.
      Party B shall be responsible for the annual survey and checkup in
      order to guarantee the normal use for all lease assets and assume the related
      expenses. 


    6.
      During lease term, if some low-value consumption goods, such as
      iron box, or other articles without repairing value, can't be used any more,
      Party B shall deliver them to Party A. Therefore, Party A shall deal with
      related procedures and Party B shall no longer be responsible for that.

    7.
      During lease term, Party B shall be responsible for the safety and
      management of lease assets of Party A, while Party B shall cooperate, and can
      not refuse other party to use them reasonably for management excuses. 

     

     

    Section
      Seven DISPOSAL ON CONSUMABLE ENERGY SOURCES, RAW
      MATERIALS, LOW-VALUE CONSUMPTION GOODS, WORK TOOLS, PARTS AND
      ACCESSORIES


    1.
      On the day Party A delivers all lease assets to Party B, Party A
      shall verify and hand over the consumable energy sources, including water,
      electricity and gasoline. Party A shall be responsible for the expenses before
      verification while Party B shall answer for the cost after
      verification.


    2.
      Party B can purchase the present materials and low-value
      consumption goods of Party A with One-off payment according to current market
      price. However, Party A can keep and dispose them if both parties will not
      reach
      to an agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    3.
      When Party A hands over the work tool and Parts
&Servicepurchased by himself, it is necessary to give clear indication of
      producing area, names, brands and fixed year for use and purchased prices;
      after
      expiration or termination of the agreement, Party B shall complement the damaged
      and used equipments with equal quality and quantity or compensate in terms
      of
      the prices purchased by Party A.


    4.
      All free accessories (including but not limited to instruction,
      blueprint, work tool and Parts, etc.) will be taken one-off hand over and
      registration free of charge by Party A and mustn’t be hidden
      and
      destroyed. 


    5.
      Party A shall install interfaces of energies like water,
      electricity, gasoline or refrigeration to where Party B’s lease
      properties
      located so that Party B can use it directly and assure Party B can receive
      equal
      treatment or favorable treatment on using energy or resources under the
      agreement period.

     

     

     

    Section
      Eight CREDITOR’S RIGHTS
      AND
      LIABILITIES


    1.
      Since it is a lease agreement and Party A and B both are
      independent corporate entities, the former right and liability of credit of
      both
      shall have nothing to do with this assets lease. Party A and B shall not be
      responsible for each other's creditor’s rights
      and
      liabilities. 

    2.
      If the right and liability are caused by each party respectively
      during the term of lease, they shall take their respective responsibilities
      and
      the other Party shall not take related responsibility and will not also assume
      other duty due to termination of the agreement.

     

     

    Section
      Nine LABOR EMPLOYMENT


    1.
      Since the agreement is a lease and Party A and B all are
      independent corporate entities, Party B shall not be responsible for the former
      employees of Party A; Party B can hire new employees publicly in terms of
      national laws and regulations, however, under the same condition, the former
      employees can be chosen according to their achievements and capabilities; after
      former employees are hired by Party B, their salaries and benefits will be
      consistent to those of other employees hired publicly.


    2.
      Party A shall take charge to deal with any problem before the
      transfer of its employees. Party 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
B shall not be responsible for that. 


    3.
      Party B shall preside over the safety, salaries, benefits and
      expenses of all employees independently while Party A shall not be responsible
      for that.

     

    Section
      Ten RETURN OF LEASE ASSETS


    1.
      After the agreement is rescinded or terminated, Party B shall be
      responsible for the right and duty caused by him during lease, settle all
      payable expenses and return the lease within 20 days.


    2.
      According to the “Lease Assets
      Listing,”
      Party B shall submit the return report to Party A in written form within seven
      days after rescission or termination of the agreement. Party A shall verify
      the
      return lease within seven days after it has been returned. If the return lease
      is not verified by Party A more than seven days, Party B shall be regarded
      to
      carry out his duty in terms of the agreement.


    3.
      After lease assets are verified by both parties, Party B shall
      repair or purchase the lost and destroyed equipment and establishment brought
      forward by Party A within seven days in order to guarantee the assets of Party
      A
      in good condition.


    4.
      During lease term, the assets purchased by Party B shall belong to
      Party B; after rescission or termination of the agreement, Party B can make
      reasonable prices for Party A or take them by himself. However, Party B shall
      remove the equipment and establishment set up by himself under the premise
      of
      not influencing the security or function of assets of Party A or not causing
      any
      damage or hidden trouble.

     

     

     

    Section
      11 LEASE COOPERATION


    1.
      Party A shall assist Party B to finish the registration of Party
      B’s
      wholly-owned subsidiary of Hengshui Zhongpin Food Co., Ltd  before the
      execution of the asset lease agreement, and this agreement shall be implemented
      by Hengshui Zhongpin Food Co., Ltd.

    2.
      Hengshui Zhongpin Food Co., Ltd., which is owned by Party B, shall
      use Party A’s
      assets leased by Party B, and make Party B’s own management
      decisions independently and take full responsibility for Party B's own profits
      and losses.


    3.
      Party A shall assist Party B to apply for the certificate of
      slaughtering hogs at specified spot for the operations of Hengshui Zhongpin
      Food
      Co., Ltd., located in Shenzhou, and Party B shall assure Party B can receive
      it
      before the lease begins. 

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.
      Party B shall pay for the fees including test fees, water fees,
      water quality testing fees, pollution emission fees and all the official fees
      during the production and operation period. Party A shall also pay for land
      tax
      and real estate tax during lease term.


    5.
      During the lease period, all products produced by Party B are to
      be sold under Party B’s own brand;
      Party
      A shall assist to be responsible for purifying and managing the market  to
      prevent the appearances of fake products, in order to avoid events that might
      influence both parties’ image
      and
      reputation.  


    6.
      If both Parties get volunteer allowances from the government
      during lease term, they shall share it at Party A 1: Party B 2, that is, Party
      A
      shares 1/3 while Party B shares 2/3. The division of such allowances is over
      automatically when this policy terminates. 


    7.
      Government allowance seek should be responsible by Party A with an
      assistance from Party B. The fees incurred shall be taken by both Parties at
      50%
      for each, but shouldn’t be offset
      by
      allowance. Party A shall directly pay the amount of allowance that Party B
      deserves on the second day upon getting allowance. 


    8.
      During the lease term, Party A is responsible to report,
      communicate and coordinate with local government and governmental functional
      department to ensure Party A enjoys the favorable policies the same or higher
      than Party B enjoys (include but not limited to examination fees); and ensure
      Par B has good security and external environment. 


    9.
      During the lease period, Party A shall make efforts to get funds
      support from local government and functional department to put into related
      program. In principle specific funds support should be used for specific program
      and its responsibility should be take by user.

     

     

     

    Section
      12 PARTY A’S RIGHTS
      AND
      OBLIGATIONS


    1.
      Party A has right to sign the contract and shall be obliged after
      the contract takes into effect.


    2.
      Party A Shall have the right to demand Party B to pay rents
      according to the agreed amount under the contract.


    3.
      Party A has the all ownership of the lease property. Party A owns
      the right to supervise assets safety maintenance, rights and interests during
      its operational management, but should not effect Party B’s normal
      operation.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.
      Party A pledges the leased property ownership belongs to Party A,
      and hasn't rent its use rights out to the third Party, also hasn't conduct
      a
      mortgage guarantee for lease assets, corresponding land or accessories. 

    5.
      Party A guarantee there is no disagreement on ownership and shall
      not affect Party B's normal production and operation activities due to Party
      A's
      reasons.

    6.
      Party A pledges that in the lease term, Party A shall not make any
      new guarantee or other limitations regarding on other rights. 


    7.
      Party A pledges the dated as terminate date of this agreement, the
      leased property are applicable to use.


    8.
      Party A pledges not to intervene Party B's formal
      business and operation.

    9.
      Party A pledges and assures during Party B's lease term, roadways
      and channels are unblocked and shall not charge fees on road and transportation
      from Party B by any reason.

    10.
      Party A shall assist Party B in petitioning the local government
      to strictly put favorable policies, coordinate and handle various social
      relationships during the term of the contract in order to assure Party B enjoys
      equal treatment in local spot.


    11.
      During lease term, Party A can't engage in production the same as
      Party B in the Shenzhou administrative area. 

    12.
      Party A pledges to assure sewage disposal facility, arts and
      crafts shall meet the Emission Standard A, Level One of "Water Pollution
      Emission Criteria For Meat Production Industry" GB13457-92. Problems during
      operation shall be assumed by Party B.


    13.
      Party A pledges to assist Party B to conduct normal production
      and operations on the date of entry.

     

     

    Section
      13 PARTY B'S RIGHTS AND
      OBLIGATIONS


    1.
      Party B has the right to sign the contract and shall be bounded to
      the items and clauses herein once the contract has taken effect.


    2.
      Party B shall pay for the rent to Party A as regulated; if any
      third party claims to the leased property which prohibits Party B to use or
      get
      gains from the leased property, Party B has the right to decrease rent or refuse
      to pay. 


    3.
      Party B pledges not to engage the illegal activities with leased
      property.

    4.
      Party B is responsible for the maintenance of the leased assets;
      after obtained the consent from Party A, Party B can enhance the leased assets
      or add additional assets, and conduct the technical improvements or craftwork
      adjustments, accordingly, the newly added assets shall belong to Party
      B.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.
      Party B shall use leased property according to this agreement or
      the features of the leased property, and Party B doesn’t take
      the
      compensation obligation for the fair wear and tear.


    6.
      During lease term, Party B doesn’t have
      such
      rights, including but not limited to sell, rent, transfer and give guarantee
      with the leased assets, or make the leased assets as mortgages. 


    7.
      Party B shall pay the taxes and expenses involved in normal
      operation during the leased term. 

     

     

     

    Section
      14 MODIFICATIONS, DISSOLUTION AND TERMINATION OF THE
      AGREEMENT


    1.
      Since the execution, either Party shall not make bold to modify
      the Agreement, if needed, both Parties shall negotiate and make modifications
      in
      written form with each Party’s consent.
      


    2.
      Either Party that has to release from the Agreement in advance of
      the expiration date, it shall notify the other Party two months earlier and
      with
      the negotiation, the Agreement can be unchained.


    3.
      If the Agreement has to be exempted ahead of the expiration date
      because of legal issue or stipulated issue, neither Party shall undertake the
      default obligation.


    4.
      The Agreement shall be terminated automatically at the expiration
      date of the contract.

     

     

    Section
      15 BREACHING OBLIGATIONS


    1.
      Both Parties shall hand over and take over the lease assets
      according to the provisions and clauses in the Agreement. In the event that
      Party A fails to deliver the lease to Party B or Party B fails to return the
      lease to Party A according to the Agreement, the defaulting party shall pay
      20,000 RMB to the observant party per day for such delay.


    2.
      In the event that Party B fails to pay rent during the leasing
      period according to the Agreement, Party B shall pay defaulting penalty with
      the
      amount of 1% of the rent due per day to Party A since the due date, and the
      default penalty shall be increased to the amount of 2% of the rent due if the
      delayed days has passed 15 days since the due date of such rent fee.

    3.
      Party A shall ensure the normal use of the leased assets, if Party
      B’s leasing
      operation is impacted by litigation or arbitration, Party A shall pay the
      penalty with the amount of 50,000 RMB to Party B; if any discontinuance of
      the
      Agreement is caused because of such litigation or arbitration, Party A shall
      pay
      the penalty as much as the rent fee for such suspension period; if termination
      of the Agreement is caused because of such litigation or arbitration, Party
      A
      shall pay the penalty as much as the rent fee for the unexpired term.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.
      In the event of either Party breaches any liability, commitment,
      guarantee or obligation of the Agreement, the defaulting Party shall undertake
      the penalty of 50,000 RMB. If such penalty can not cover the other party’s losses
      and
      damages, the breaching party shall be responsible for the other party’s
      losses.


    5.
      Party A shall be responsible for the renewal, installment,
      maintenance, examination and repair on time to the leased assets as stipulated
      in the Agreement and all the charges incur in this regard shall be undertaken
      by
      Party A and Party A shall not influence Party B’s normal
      operation
      because of such responsibility performance.


    6.
      If Party A breaches Item 5, 6 or 7 under Section 12 leading to
      Party B’s
      abnormal operations, Party A shall be responsible for the defaulting liability
      and pay Party B the penalty as much as the total rent for the period from the
      breaching date to the expired date of the Agreement.


    7.
      If either party changes the Agreement without the consent of the
      other party and with the reasons unrelated with legal or stipulated issues,
      this
      Party shall undertake the default obligation to the other party and the default
      penalty shall be as much as the amount of the rent fee for the period from
      the
      release date to the expiration date of the Agreement.

     

     

    Section
      16 GOVERNING LAWS


    This
      Agreement and all rights and obligation hereunder shall be
      governed by the laws, rules of the People's Republic of China.

     

     

    SECTION
      17 SETTLEMENT OF DISPUTES


    Both
      sides shall settle the disputes arising from performance of the
      contract through consultation; should both parties fail to reach agreement,
      the
      parties shall respond to the Beijing Arbitration Committee for
      arbitration.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      18 FORCE MAJEURE


    1.
      The force majeure in this contract refers to any riot, civil
      strife, war, adjustments to governmental policies, rules, or earthquake,
      visitation of Providence or other unpredictable, unavoidable, unconquerable
      reasons.


    2.
      Should either party be influenced by the force majeure and be
      unable to perform its obligations and liabilities under the contract, its
      liabilities and obligations shall be discontinued during the period of force
      majeure, and the term for such obligations shall be automatically extended
      until
      the discontinuance of the force majeure and such party shall be exempted from
      the correlated liabilities causing from the force majeure.


    3.
      Either Party that encounters force majeure shall notify the other
      Party in written form immediately and provide evidence indicating the duration
      of the force majeure within 30 days since the end of the accident.


    4.
      In the event of any force majeure, either party shall negotiate
      immediately for the reasonable settlement and shall make all the reasonable
      and
      fair efforts to minimize the bad impact arising from the force
      majeure.


    5.
      If the duration of the force majeure exceeds 120 days and both
      parties are unable to get a reasonable settlement through negotiation, either
      party can terminate the contract without undertaking defaulting
      liabilities.

     

     

    SECTION
      19 MISCHELLAEOUS


    1.
      As an indispensable part of this contract, the exhibition has the
      same legal effect.


    2.
      Regarding the clauses not completely inclusion in the contract,
      both parties shall enter into a supplemental agreement in written form, which
      shall be an inalienable part of the contract with the same legal
      effect.


    3.
      The agreement shall be in effect upon the authoritative
      representatives’ signatures
      with
      seal.


    4.
      There are six duplicates of the contract and each party shall hold
      three with the same legal effect.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibits:


    Leasehold
      List: facilities and equipments, buildings and affiliated
      facilities list


     

    Party
      A: Shenzhou Chenguang Meat Products
      Factory
Authorized Representative: (Seal) /s/ Gao
      Yusu

    Date:
      November 26, 2008

     

     

    Party
      B: Hengshui Zhongpin Food Co., Ltd

    Authorized
      Representative: (Seal) /s/ Liu
      Chaoyang

    Date:
      November 26, 2008