EXCLUSIVE
OPTION AGREEMENT

    


    BETWEEN

    


    GUANGZHOU
FLOURISHING BLESSING HENG SENG

    AGRICULTURAL
TECHNOLOGY LIMITED

    


    AND

    


    CHEN
ZHISHENG

    


    Foshan
Nanhai Ke Da Heng Sheng Aquatic Co., Ltd.

    


    December
2009

    


    GUANGZHOU,
CHINA


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exclusive
Option Agreement

    


    This
Exclusive Option Agreement (the “Agreement”) is entered into as
of 26 December 2009 between the following Parties in Guangzhou.

    


    Party A: Guangzhou Flourishing
Blessing Heng Seng Agricultural Technology Limited

    Registered
Address: 17 of 301, No. 329, Qingnian Road, Economic and Technology Development
District, Guangzhou City, Guangdong Province, China

    Legal
Representative: Lin Jian

    


    Party B: CHEN
Zhisheng

    A citizen
of PRC, Identity Card Number: 440622196305103634

    


    Party
C:      Foshan Nanhai Ke Da Heng Sheng Aquatic
Co., Ltd.

    Registered
Address: East of Gong Yong, Wan Qing Yang, Heshun Town, Nanhai District, Foshan
City, Guangdong Province, China

    Legal
Representative: CHEN Zhisheng

    


    In this
Agreement, Party A, Party B, Party C are called collectively as the “Parties”
and each of them is called as the “Party”.

    


    WHEREAS:

    


    1.           Party
A is a wholly foreign-owned enterprise incorporated under the laws of the
People’s Republic of China (the “PRC”);

    


    2.           Party
C is a limited liability company and with business license issued by the Foshan
Administration for Industry and Commerce;

    


    3.           As
of the date of this Agreement Party B is the sole shareholder of Foshan Nanhai
Ke Da Heng Sheng Aquatic Co., Ltd. (hereinafter referred to as “Opco”) and legally holds all
of the shares interest of Opco.

    


    NOW,
THEREFORE, the Parties through mutual negotiations hereby enter into this
Agreement according to the following terms and conditions:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1. 

            	
              THE
      GRANT AND EXERCISE OF PURCHASE
OPTION

            


    


    
      
        	
              	
                1.1

              	
                Grant:
      Party B hereby grants Party A an irrevocable exclusive purchase option to
      purchase all or part of the shares of Opco, currently owned by any of
      Party B; Opco further hereby grants Party A an irrevocable exclusive
      purchase option to purchase all or part of the assets and business of
      Opco, in each case in accordance with Article 1.3 of this Agreement (the
      “Option”). The
      aforesaid purchase options are irrevocable and shall be exercised only by
      Party A (or the qualified persons appointed by Party A). The term “person”
      used herein shall include any entity, corporation, partnership, joint
      venture and non-corporate
organizations.

              


      

    

    


    
      
        	
              	
                1.2

              	
                Exercise
      Procedures:

              


      

    

    


    1.2.1  Party
A shall notify Party B in writing prior to exercising its option (the “Option Notice”
hereinafter).

    


    1.2.2  The
next day upon receipt of the Option Notice, Party B and Opco, together with
party A (or the qualified person appointed by Party A), shall promptly compile a
whole set of documents (the “Transfer Documents”) to be
submitted to the government bodies for approving the shares or assets and
business transfer in connection with the Option exercise so that the shares or
assets and business transfer can be transferred, in whole or in
part.

    


    1.2.3  Upon
the completion of the compilation of all the Transfer Documents and the Transfer
Documents being confirmed by Party A, Party B and Opco shall promptly and
unconditionally obtain, together with Party A (or the qualified person appointed
by Party A), all approvals, permissions, registrations, documents and other
necessary approvals to effectuate the transfer of the shares and remaining
assets and business of Opco in connection with the Option exercise.

    


    
      
        	
              	
                1.3

              	
                Exercise
      Condition: Party A may immediately exercise the option of acquiring the
      shares or remaining assets and business of Opco whenever Party A considers
      it necessary to acquire Opco and it is doable in accordance with PRC laws
      and regulations.

              


      

    

    


    
      	
              2.

            	
              PRICE
      OF ACQUISITION

            


    

    


    
      
        	
              	
                2.1

              	
                Party
      A and Party B shall enter into relevant agreements regarding the price of
      acquisition based on the circumstances of the exercise of option, and the
      consideration shall be refunded to Party A or Opco at no consideration in
      an appropriate manner decided by Party
A.

              


      

    

    


    
      
        	
              	
                2.2

              	
                Party
      A has the discretion to decide the time and arrangement of the
      acquisition, provided that the acquisition will not violate any PRC laws
      or regulations then in
effect.

              


      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3. 

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      
        	
              	
                3.1

              	
                Each
      party hereto represents to the other Parties that: (1) it has all the
      necessary rights, powers and authorizations to enter into this Agreement
      and perform its duties and obligations hereunder; (2) Party B warrant,
      represent and guarantee that this Agreement, the Restructuring Exercise or
      the Listing shall be in compliance with any and all applicable PRC laws
      and shall indemnify, defend and hold harmless Party A and Opco for all
      fines, penalties, damages or claims sustained by Party A or Opco arising
      out of Party B’s violation of this section; and (3) the execution or
      performance of this Agreement shall not violate any contract or agreement
      to which it is a party or by which it or its assets are
      bounded.

              


      

    

    


    
      
        	
              	
                3.2

              	
                Party
      B and Opco hereto represent to Party A that: With respect to the shares
      interest held by Party B in Opco, (1) Party B are legally registered
      shareholders of Opco and have paid Opco the full amount of their
      respective portions of Opco's registered capital required under the PRC
      laws; (2) except Pledge of Shares Agreement, signed by and between Party B
      and Party A on 26 December 2009 in Guangzhou, none of Party B, has
      mortgaged or pledged his shares of Opco, nor has either of them granted
      any security interest or borrow against his shares of Opco in any form;
      and (3) none of Party B has sold or will sell to any third party its
      shares in Opco.

              


      

    

    


    With
respect to the assets of Opco which may be transferred to Party A at Party A’s
option hereunder, (1) Opco owns all such assets and has not mortgaged or pledged
or otherwise encumber such assets; and (2) Opco has not sold or will sell to any
third party such assets.

    


    
      
        	
              	
                3.3

              	
                Opco
      hereto represents to Party A that: (1) it is a limited liability company
      duly registered and validly existing under the PRC law; and (2) its
      business operations are in compliance with applicable laws of the PRC in
      all material aspects.

              


      

    

    


    
      	
              4. 

            	
              COVENANTS

            


    

    


    The
Parties further agree as follows:

    


    
      
        	
              	
                4.1

              	
                Before
      Party A has acquired all the shares/assets and business of Opco by
      exercising the purchase option provided hereunder, Opco shall
      not:

              


      

    

    


    4.1.1    sell,
assign, mortgage or otherwise dispose of, or create any encumbrance on, any of
its assets, operations or any legal or beneficiary interests with respect to its
revenues (unless such sale, assignment, mortgage, disposal or encumbrance is
relating to its daily operation or has been disclosed to and agreed upon by
Party A in writing);


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    4.1.2    enter
into any transaction which may materially affect its assets, liability,
operation, shareholders’ shares or other legal rights (unless such transaction
is relating to its daily operation or has been disclosed to and agreed upon by
Party A in writing); and

    


    4.1.3    distribute
any dividend to its shareholders in any manner.

    


    
      
        	
              	
                4.2

              	
                Before
      Party A has acquired all the shares/assets/business of Opco by exercising
      the purchase option provided hereunder, Party B and Party C shall
      not:

              


      

    

    


    4.2.1    sell,
assign, mortgage or otherwise dispose of, or create any encumbrance on, any of
the shares held by them in Opco, except for the pledge of such shares made
according to the Shares Pledge Agreement, signed by and between Party B and
Party A on 26 December 2009 in Guangzhou.

    


    
      
        	
              	
                4.3

              	
                Before
      Party A has acquired all the shares/assets/business of Opco by exercising
      the purchase option provided hereunder, Party B and/or Opco shall not
      individually or collectively:

              


      

    

    


    4.3.1        supplement,
alter or amend the articles of association of Opco in any manner to the extent
that such supplement, alteration or amendment may have a material effect on
Opco's assets, liability, operation, shareholders’ shares or other legal
rights;

    


    4.3.2        cause
Opco to enter into any transaction to the extent such transaction may have a
material effect on Opco's assets, liability, operation, shareholders’ shares or
other legal rights (unless such transaction is relating to Opco's daily
operation or has been disclosed to and agreed upon by Party A in writing);
and

    


    
      
        	
              	
                4.4

              	
                Party
      B shall entrust Party A to manage Opco in accordance with Entrusted
      Management Agreement, signed by and between Party B, Opco and Party A on
      26 December 2009 in
Guangzhou.

              


      

    

    


    
      
        	
              	
                4.5

              	
                Non
      Competition:

              


      

    

    


    When
Party A exercises the Option, each of Party B and Opco irrevocably and
unconditionally agree and undertake to Party A that it will not without the
prior written consent of Party A:-


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    a.    be
directly or indirectly engaged or concerned (whether as an employee, agent,
independent contractor, consultant, advisor or otherwise) in the conduct of any
business competing with Party A’s Business (the “Business”);

    


    b.    carry
on for his/its own account either alone or in partnership or be concerned as a
director or shareholder in any company engaged in any business competing with
the Business;

    


    c.     assist
any person, firm or company with technical advice or assistance in relation to
any business competing with the Business;

    


    d.     solicit
or entice away or attempt to solicit or entice away the custom of any person,
firm, company or organization who shall at any time have been a customer,
client, distributor or agent of Party A or in the habit of dealing with Party
A;

    


    e.     solicit
or entice away or attempt to solicit or entice away from Party A any person who
is an officer, manager or employee of Party A whether or not such person would
commit a breach of his contract of employment by reason of leaving Party
A;

    


    f.      in
relation to any trade, business or company, use any name in such a way as to be
capable of or likely to be confused with the name of Party A and shall use all
reasonable endeavors to procure that no such name shall be used by any other
person, firm or company;

    


    g.    
otherwise be interested, directly or indirectly, in any business competing with
the Business.

    


    
      	
              5. 

            	
              ASSIGNMENT
      OF AGREEMENT

            


    

    


    
      
        	
              	
                5.1

              	
                Party
      B and Opco shall not transfer their rights and obligations under this
      Agreement to any third party without the prior written consent of Party
      A.

              


      

    

    


    
      
        	
              	
                5.2

              	
                Each
      of Party B and Opco hereby agrees that Party A shall have the right to
      transfer all of its rights and obligation under this Agreement to any
      third party whenever it desires. Any such transfer shall only be subject
      to a written notice sent to Party B and Opco by Party A, and no any
      further consent from Party B and Opco will be
  required.

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              6. 

            	
              CONFIDENTIALITY

            


    


    The
Parties acknowledge and confirm that any oral or written materials exchanged by
the Parties in connection with this Agreement are confidential. The Parties
shall maintain the secrecy and confidentiality of all such materials. Without
the written approval by the other Parties, any Party shall not disclose to any
third party any relevant materials, but the following circumstances shall be
excluded:

    


    
      
        	
              	
                6.1

              	
                The
      materials is known or will be known by the public (except for any
      materials disclosed to the public by the Party who receives such
      materials);

              


      

    

    


    
      
        	
              	
                6.2

              	
                The
      materials are required to be disclosed under the applicable laws or the
      rules or provisions of stock exchange;
or

              


      

    

    


    
      
        	
              	
                6.3

              	
                The
      materials disclosed by each Party to its legal or financial consultant
      relate to the transaction contemplated under this Agreement, and such
      legal or financial consultant shall comply with the confidentiality set
      forth in this Section. The disclosure of the confidential materials by an
      employee of any Party shall be deemed disclosure of such materials by such
      Party, and such Party shall be liable for breaching the contract. This
      Article 6 shall survive this Agreement even if this Agreement is invalid,
      amended, revoked, terminated or unenforceable by any
    reason.

              


      

    

    


    
      	
              7. 

            	
              BREACH
      OF CONTRACT

            


    

    


    Any
violation of any provision hereof, any incomplete or mistaken performance of any
obligation provided hereunder, any misrepresentation made hereunder, any
material nondisclosure or omission of any material fact, or any failure to
perform any covenants provided hereunder by any Party shall constitute a breach
of this Agreement. The breaching Party shall be liable for any such breach
pursuant to the applicable laws.

    


    
      	
              8. 

            	
              APPLICABLE
      LAW AND DISPUTE RESOLUTION

            


    

    


    
      
        
          	
                	
                  8.1

                	
                  Applicable
      Law

                


        

      

    

    The
execution, validity, interpretation and performance of this Agreement and the
disputes resolution under this Agreement shall be governed by the laws of
PRC.

    


    
      
        	
              	
                8.2

              	
                Dispute
      Resolution

              


      

    

    The
Parties shall strive to settle any dispute arising from the interpretation or
performance of this Agreement through friendly consultation. In case no
settlement can be reached through consultation within thirty (30) days after
such dispute is raised, each party can submit such matter to China International
Economic and Trade Arbitration Commission (the “CIETAC”) in Beijing in
accordance with its rules. The arbitration shall take place in Beijing. The
arbitration award shall be final, conclusive and binding upon both
Parties.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              9. 

            	
              EFFECTIVENESS
      AND TERMINATION

            


    

    


    
      
        	
              	
                9.1

              	
                This
      Agreement shall be effective upon the execution hereof by all Parties
      hereto and shall remain effective
thereafter.

              


      

    

     

    
      
        	
              	
                9.2

              	
                This
      Agreement may not be terminated without the unanimous consent of all the
      Parties except that Party A may, by giving thirty days prior notice to the
      other Parties hereto, terminate this
Agreement.

              


      

    

    


    
      	
              10. 

            	
              MISCELLANEOUS

            


    

    


    
      
        	
              	
                10.1

              	
                Amendment,
      Modification and Supplement

              


      

    

    Any
amendment and supplement to this Agreement shall be made by the Parties in
writing. The amendment and supplement duly executed by each Party shall be
deemed an integral part of this Agreement and shall have the same legal effect
as this Agreement.

    


    
      
        	
              	
                10.2

              	
                Entire
      Agreement

              


      

    

    The
Parties acknowledge that this Agreement constitutes the entire agreement of the
Parties with respect to the subject matters therein and supersedes and replaces
all prior or contemporaneous agreements and understandings in oral or written
form.

    


    
      
        	
              	
                10.3

              	
                Severability

              


      

    

    If any
provision of this Agreement is adjudicated to be invalid or non-enforceable
according to relevant PRC laws of the PRC, such a provision shall be deemed
invalid only to the extent the PRC laws are applicable in China, and the
validity, legality and enforceability of the other provisions hereof shall not
be affected or impaired in any way. The Parties shall, through consultation
based on the principal of fairness, replace such invalid, illegal or
non-enforceable provision with valid provision so that any substituted provision
may bring the similar economic effects as those intended by the invalid, illegal
or non-enforceable provision.

    


    
      
        	
              	
                10.4

              	
                Headings

              


      

    

    The
headings contained in this Agreement are for the convenience of reference only
and shall not in any other way affect the interpretation, explanation or the
meaning of the provisions of this Agreement.

    


    
      
        	
              	
                10.5

              	
                Language
      and Copies

              


      

    

    This
Agreement is written in Chinese and English and both the English version and
Chinese version shall have the same effect. This Agreement is executed in 3
copies for each version; each Party holds one and each original copy has the
same legal effect.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                10.6

              	
                Successor

              


      

    

    This
Agreement shall bind and benefit the successor or the transferee of each
Party.


    
      (The page
is intentionally left blank) 

        
          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    IN
WITNESS HEREOF, the Parties hereof have caused this Agreement to be executed by
their duly authorized representatives as of the date first written
above.

    


    PARTY
A: Guangzhou Flourishing Blessing Heng Seng Agricultural Technology
Limited

    (seal)

    


    Legal
Representative/Authorized Representative (Signature):

    


    PARTY
B: CHEN Zhisheng

    Signature:

    


    PARTY
C: Foshan Nanhai Ke Da Heng Sheng Aquatic Co., Ltd.

    


    (seal)

    


    Legal
Representative/Authorized Representative (Signature):


    
      
         


      

      
        9