Exhibit 10.5


 


Earth-Eco Agriculture Inc.


 


AMENDED 


AGRICULTURAL RIGHTS AGREEMENT


 


This is an agreement (the Agreement) mutually
entered into on this 30th day of March, 2016 by and between Earth-Eco Agriculture Inc. (the Company), a corporation
duly registered in the State of Nevada, with its principle place of business located at 17870 Castleton Street, Ste. 205, City
of Industry, CA. 91748, and is represented here by its Chairman and Chief Executive
Officer, George Shen, and Mr. T. Y. Yang (the Seller), a resident of the State of Wisconsin, who owns and controls the land consisting
of eleven (11) hectares and the tree farm located on the land in proximity of the Capital City, Vientiane, in the Laos People's
Democratic Republic and near the city of Phonehong, Laos (the “Farm” or the “Phonehong Tree Farm”). The
farm, which is referred to as the Phonehong Tree Farm, consists of between 9,000 and 10,000 mature Aqullaria trees for the purpose
of producing Agarwood on the Phonehong Tree Farm.


 


Earth-Eco Agriculture Inc. and Thomas
Yongyee Yang jointly, the two entities are referred to as the Parties for the purpose of this Agreement.


 


WITNESSETH


 


WHEREAS, the Seller and Earth-Eco Agriculture
wish to clarify and amend the Agricultural Rights Agreement dated March 16, 2016 as follows:


 


The Parties have come to understand and
agree to the following Amended Terms, Conditions and Clarifications as outlined below:


 


		1.	Earth Gen-Biofuel Inc. has issued
                                         to Mr. Thomas Yongyee Yang 2,500,000 shares of Earth Gen Biofuel Inc. “restricted
                                         Common stock to be owned jointly by T. Y. Yang and his wife and as agreed by the Parties.



 


		2.	Based on the Terms and Conditions
                                         of this amendment to the Agricultural Rights Agreement, Seller will be entitled to thirty
                                         percent (30%) of the profits from the operations of the Phonehong Tree Farm as described
                                         below as the income from the approximately eleven (11) hectares of land with approximately
                                         8,000 to 10,000 Aquillaria trees
                                         that are in the process of producing Agarwood and are now growing on the property known
                                         as the Phonehong Tree Farm and owned by T. Y. Yang and his assigns and affiliates.



 


		3.	T. Y. Yang and his wife agreed
                                         in the March 16th Agreement to a 30% interest in Earth-Eco Agriculture. By
                                         way of the Terms and Conditions of this Amendment and by way of clarification T. Y. Yang
                                         and his wife will not have an any ownership interest in the equity of Earth-Eco Agriculture
                                         Inc. (referred to as “Earth-Eco”) subsidiary of Earth Gen-Biofuel Inc. but
                                         will own 30% of all profits generated by Earth-Eco from harvesting the Agarwood from
                                         the



 




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Earth-Eco Agriculture Inc.


 


Aqullaria trees and all other
agricultural products derived from the trees now existing or to be planted later and any other agricultural products harvested
from the Phonehing Tree Farm. The Profit Interest will be referenced as those profits generated as defined below from the Phonehong
Tree Farm. In addition to the 30% share of profits from the Phonehong Tree Farm, T. Y. Yang and his wife will also own the 2,500,000
shares of Earth Gen-Biofuel Inc. common stock.


 


		4.	Earth-Eco will provide all operating
                                         funds that may be required for the maintenance of the agricultural and forestry products
                                         that now exist or that Earth-Eco may add to the Phonehong Tree Farm.



 


		5.	Earth-Eco expenses will include
                                         the cost of caring for the land area, inoculating the trees, providing security, cost
                                         of planting new trees. In addition Earth-Eco will be responsible to pay for the costs
                                         of harvesting the Agarwood, paying for transportation and marketing of all products produced
                                         on the Phonehong Tree farmland.



 


		6.	Profits are the “Net Adjusted
                                         Income” from the sale of the products produced by the Phonehong Tree Farm property
                                         as defined below:



 


		a)	Income is the “Gross Profit”
                                         from the sales of products harvested from the 11-hectare land area known as and as referenced
                                         in the Amended Agreement as the Phonehong Tree Farm.



 


		b)	The “Adjusted Gross Income”
                                         is the Gross profit adjusted for the costs associated with the sale of the products.
                                         Including but not limited to the following:



		i.	Sales commission paid to marketers
                                         and trading companies



		ii.	Transportation



		iii.	Insurance



		iv.	Currency transaction costs



		v.	Costs of export licenses



		vi.	Cost any licenses, fees and permits
                                         that may be required to complete a sale of the products



		vii.	Packaging and marketing of products
                                         that are sold.



 


		c)	The Net Adjusted Income in the Adjusted
                                         Gross income less the cost of operating the Phonehong Tree farm The operating costs include
                                         but are not limited to;



		i.	Cost of security



		ii.	Planting and replanting of new trees
                                         and other products that may be produced on the property



		iii.	Direct and indirect cost of operating
                                         and maintaining the property and all products on the property.



		iv.	Cost of scientific consultants and
                                         an agricultural engineers as well as Agarwood specialist.






		v.	Costs for construction of infra structure
                                         required to service the property.



 




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Earth-Eco Agriculture Inc.


 


		vi.	Cost of three Earth-Eco staff supervisors
                                         selected by Earth-Gen Biofuel Inc.



		vii.	Costs of taxes or other fees required
                                         by law.



 


		7.	Earth-Eco will provide all funding
                                         for all operating expenses of the Phonehong Tree Farm. The money will be advanced in
                                         the form of loans obtained by Earth-Eco from sources that the management of Earth-Eco
                                         deems to be in the best interest of the Company. Loans will be the sole responsibility
                                         of the Company and not T. Y Yang and his wife. The loans will be repaid from the Net
                                         Adjusted Income of the Earth-Eco. There will be no requirement to distribute profits
                                         to T. Y. Yang and his wife or to distribute Profits to Earth-Eco’s shareholders
                                         until Earth-Eco has paid off all loans and advances received by the Earth-Eco. All profit
                                         distributions will be accrued and paid after loans are paid in full.



 


		8.	For further clarification Earth
                                         Gen is not buying the land of the Phonehong Tree Farm. Earth-Eco has purchased “Agricultural
                                         Rights” to the trees as they are harvested. The Phonehong Tree Farm is not an operating
                                         business as is a land area that has Aqullaria trees growing. Furthermore the Seller nor
                                         any of the Sellers’ affiliates will be management or controlling Earth-Eco Agriculture
                                         Inc. the purchaser of the Agricultural Rights to the trees. Earth-Eco as the owner and
                                         operator of Aqullaria forest will have complete control of all aspects of maintaining
                                         the agricultural and forest products on the land area of approximately 11 hectares that
                                         is the Phonehong Tree Farm. As such Earth-Eco as described above will be providing all
                                         required funding and will maintain all books and records as required to meet the requirements
                                         of Earth-Eco’s parent company Earth Gen-Biofuel Inc.



 


The above serves as an amendment and clarification
of the Earth-Eco Agriculture Inc. Agricultural Rights Agreement dated March 16, 2016.


 


It is understood that T. Y. Yang and his
wife own a 30% interest in the profits of the Phonehong Tree Farm as detailed above and will not own any shares of stock in Earth-Eco
Agriculture Inc.


 


Further, T. Y. Yang and his wife will
have no obligation for the costs of operating the Phonehong Tree Farm and any of its ancillary operations. In addition they will
have no obligation for any debts or obligations of the Phoenhong Tree Farm.


 


There are no other promises, commitments,
warranties, assurances or guarantees implied or explicit, made to each other by either parties to this Agreement other than what
is clearly contained within these pages, and the additional terms, clarifications and of this Agreement replaces, supersedes and
take precedence of any and all other versions of any previous understanding or agreements, if any, be it verbal or in writing.


 




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Earth-Eco Agriculture Inc.


 


By signing this agreement, the parties
to this agreement mutually recognize and agree to the jurisdiction of the Courts of United States within the State of California
or the State of Nevada, and the laws, codes, regulations or statutes governing these types of transaction, under either California,
Nevada and US Federal judiciary systems. Also the parties to this agreement acknowledge that they have each retained and consulted
their own legal or business advisors to advise them on the nature of this Agreement.


 


This Agreement is by no mean inclusive,
therefore there will be other future additions, subtractions, alterations and or otherwise modifications made and added to this
Agreement, to include but not limited to a more definitive operating plans, if and when future amendments or clarifications are
written and signed by both Parties, it also shall form as part of this agreement by this reference. The Parties also agree to
cooperate to execute any additional documents that may be required and comply with any requirements imposed on this transaction
as may be required to meet all accounting requirement or other operating requirements of earth Gen Biofuel Inc. as a public company.


 


	/s/George Shen	 
	George SHEN, for and on behalf of Earth Gen Biofuel Inc.	 


 


By my signature below I T. Y. YANG the
Seller, and on behalf of his wife and the Phonehong Tree Farm agree to the terms, conditions and clarifications detailed in this
Amended Agricultural Rights Agreement.


 


	/s/T. Y. Yang	 
	T. Y. Yang	 


 




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