**Cooperation
      Agreement**





**Party
      A: Harbin Hainan Kangda Cactus Hygienical Foods Co., Ltd**


**Party
      B: Harbin Meijia Bio-Tech Co., Ltd.**





Party
      A
      and Party B on the basis of adhering to the principle of mutual benefit, mutual
      development, to take each other’s advantage and complementary resource,
      according to the friendly consultations and negotiations come into the following
      agreement on producing the cactus series of hygienical product:





I
              .
            Party
                A and Party B shall be independent subject respectively, no associated
                connections between the parties (including but not limited to joint
                -
                capital, agent and employment).





II
              .
            Any
                party in the agreement shall not have right to exercise any action
                to the
                other party. Any officer of any party shall notbe
                an employee or an agent of the other party. Any partyshallnot
                be liable to the other party’s labor relations andtheaction
                of their employees.





III
              .
            Responsibility
                of Party A:


1.
      Provide the appropriative production facilities and be responsible
      for  installation
      and debugging of the equipment.


2.
      Provide regular raw materials of cactus.


3.
      Responsible for selling of products and marketing.


4.
      Responsible for providing the technique of production and
      quality  standards.





IV
              .
            Responsibility
                of Party B:


1.
      Provide the necessary workshop for production.


2.
      Responsible for organizing to produce and process the cactus series of
      hygienical product.


3.
      Responsible for training and management to operating personnel.


4.
      Responsible for the daily maintenance and repairing of the fixed
      assets.








V .
            The promises of Party A and Party
                B:


1.
      The
      accepted products that made by Party B shall be sold to Party A at the
      manufacturer’s price. Party A shall deposit the payment for  goods
      in
      the account specified by Party B within 30 days after the receipt of
      goods.


2.
      Party
      A shall provide Party B the raw materials of cactus which is necessary to
      production at a low market price. Other raw materials which are necessary
      to production shall be
      purchased by Party B pursuant to the requirement of Party A.


3.
      Party
      A shall be responsible for the expenses of marketing.


4 ò Party
      B
      shall be responsible for organizing, operating personnel’s wages and welfare
      benefits and administrative expenses.





VI
                  .
                Exemptions.
 If this
          agreement is terminated by a third party or majeure, Party A and Party
          B shall
          not bear any indemnification.





VII
              .
            Liabilities
                for breach of contract.


The
      parties shall undertake respective cooperating assignment, if any  party
      breach the agreement and result in the economic losses or damages of reputation
      to the other party, the defaulting party shall be responsible for the
      full  compensation
      to the other Party.





VIII
              .
            Notice
                of Termination


Any
      party
      can terminate this agreement without any reason in written form at prior 15
      days.







IX
              .
            Confidential
                Terms.


As
      to
      this cooperation, all materials provided by the parties should be used only
      in
      this cooperation and shall be deemed as confidential information and shall
      not
      be disclosed to a third party at any time.





X
              .
            Vitrification


Any
      communication, consultation, agreement and the information of closing of a
      deal
      shall be known by the parties.  Any
      party
      shall not come into any agreement privately without the other party’s
      understanding.





XI
              .
            Miscellaneous.


Party
      A
      and Party B shall negotiate the unforeseeable issues friendly and cooperatively.
      If necessary the parties can sign a supplementary agreement. The supplementary
      agreement will have the same effect as the original.





XII
              .
            Effective


This
      agreement is signed in duplication and is to be held by each party. It will
      become effective on the date when stamped and signed.











Party
      A:
      Harbin Hainan Kangda Cactus Hygienical Foods Co., Ltd


Legal
      (authorized) representative: JinJiang Wang


(Signature,
      stamp)


Date:
      October 8, 2007








Party
      B:
      Harbin Meijia Bio-Tech Co., Ltd.


Legal
      (authorized) representative: Maodong Liu


(Signature,
      stamp)


Date:
      October 8, 2007