SHAREHOLDER'S
VOTING

    


    PROXY
AGREEMENT

    


    BETWEEN

    


    CHEN
ZHISHENG

    


    AND

    


    GUANGZHOU
FLOURISHING BLESSING HENG SENG

    AGRICULTURAL
TECHNOLOGY LIMITED

    


    December
2009

    GUANGZHOU,
CHINA


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Shareholders’
Voting Proxy Agreement

     

    This
Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as
of 26 December 2009 between the following parties in Guangzhou:

    


    Party
A:       CHEN Zhisheng

    A citizen
of PRC, Identity Card Number: 440622196305103634

    


    and,

    


    Party
B: 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

    


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

    


    WHEREAS:

    


    
      	
              1

            	
              Party
      B is a wholly foreign-owned enterprise incorporated under the laws of the
      People’s Republic of China;

            


    

    


    
      	
              2

            	
              As
      of the date of this Agreement, the Grantors are shareholders of Foshan
      Nanhai Ke Da Heng Sheng Aquatic Co., Ltd.(the “Opco”) and collectively
      legally hold all of the shares of
Opco;

            


    

    


    
      	
              3

            	
              Each
      of the Grantors desires to appoint the persons designated by Party B to
      exercise its shareholder’s voting rights at the shareholders’ meeting of
      Opco (“Voting
      Rights”) and Party B is willing to designate such
      persons.

            


    

    


    NOW THEREFORE, the Parties
hereby have reached the following agreement upon friendly
consultations:

    


    
      	
              Article
      1.

            	
              Each
      of the Grantors hereby agrees to irrevocably appoint the persons
      designated by Party B with the exclusive right to exercise, on his behalf,
      all of his Voting Rights in accordance with the laws and Opco’s Articles
      of Association, including but not limited to the rights to sell or
      transfer all or any of his shares of Opco, and to appoint and elect the
      directors and Chairman as the authorized legal representative of
      Opco.

            


    

    


    
      	
              Article
      2.

            	
              The
      persons designated by Party B shall be the full board of Party B (the
      “Proxy Holders”).
      All Parties agree that all members of board of directors of Opco shall be
      nominated and appointed by the Proxy Holders according to the direction of
      Party B.

            


    


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    

    


    
      	
              Article
      3.

            	
              Party
      B agrees to designate such Proxy Holders pursuant to Section 1 of this
      Agreement, who shall represent each of the Grantors to exercise his Voting
      Rights pursuant to this Agreement.

            


    

    


    
      	
              Article
      4.

            	
              All
      Parties to this Agreement hereby acknowledge that, regardless of any
      change in the shares of Opco, Each of the Grantors shall appoint the
      person designated by Party B with all Voting Rights. All Parties to this
      Agreement agree, Party A, can not transfer his shares (the “Transferor”) of Opco to
      any individual or company other than Party B or the individuals or
      entities designated by Party B.

            


    

    


    
      	
              Article
      5.

            	
              Each
      of the Grantors hereby acknowledges that he/she will withdraw the
      appointment of the persons designated by Party B if Party B change such
      designated person and reappoint the substituted persons designated by
      Party B as the new Proxy Holders to exercise his/her Voting Rights at the
      shareholder’s meeting of Opco.

            


    

    


    
      	
              Article
      6.

            	
              All
      authorizations made under this Agreement shall be conclusive and binding
      upon the Grantors and each and every act and thing effected by the Proxy
      Holders pursuant hereto shall be as good, valid and effectual as if the
      same had been done by the Grantors. The Grantors hereby irrevocably and
      unconditionally undertake at all times hereafter to ratify and confirm
      whatsoever the Proxy Holders shall lawfully do or cause to be done by
      virtue of all such authorizations conferred by this
    Agreement.

            


    

    


    
      	
              Article
      7.

            	
              The
      Grantors hereby irrevocably and unconditionally undertake at all times to
      indemnify and keep indemnified each of the Proxy Holders against any and
      all actions, proceedings, claims, costs, expenses and liabilities
      whatsoever arising from the exercise or purported exercise of any of the
      powers conferred or purported to be conferred by this
      Agreement.

            


    

    


    
      	
              Article
      8.

            	
              This
      Agreement has been duly executed by the parties’ authorized
      representatives as of the date first set forth above and shall become
      effective upon execution.

            


    

    


    
      	
              Article
      9.

            	
              This
      Agreement shall not be terminated prior to the completion of acquisition
      of all of the shares in, or all assets or business of, Opco by Party
      B;

            


    

    


    
      	
              Article
      10.

            	
              Any
      amendment and termination of this Agreement shall be in written and agreed
      upon by the Parties.

            


    

    


    
      	
              Article
      11.

            	
              The
      conclusion, validity, interpretation, and performance of this Agreement
      and the settlement of any disputes arising out of this Agreement shall be
      governed by the laws and regulations of the People’s Republic of
      China.

            


    


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    
      	
              Article
      12.

            	
              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 then in effect. The arbitration shall
      take place in Beijing. The arbitration award shall be final, conclusive
      and binding upon both parties.

            


    

    


    
      	
              Article
      13.

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

            


    

    (REMAINDER OF PAGE
INTENTIONALLY LEFT
BLANK)                                                                       



    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

    


    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: CHEN Zhisheng

    


    (signature):

    


    Party
B:

    


    Guangzhou
Flourishing Blessing Heng Seng Agricultural Technology Limited

    (seal)

    


    Authorized
representative:

    (signature)

    


    This
Agreement is agreed and accepted by the Foshan Nanhai Ke Da Heng
Sheng

    Aquatic Co.,
Ltd.(seal):

    


    Authorized
representative:

    (signature)


    
      
         


      

      
        - 4
-