Exhibit
10.1




MUTUAL
GUARANTEE AGREEMENT





Under the
principles of friendly cooperation and mutual development for the benefit of
efficient progress of financing projects of both parties, Henan Huanghe
Enterprises Group Co., Ltd. (hereinafter “Party A”) and Henan Zhongpin Food
Share Co., Ltd. (hereinafter “Party B”), referred to collectively hereinafter as
the “Parties,” reach the following Agreement in order to provide for a mutual
guarantee:





SECTION 1. Mutual Guarantee


1.1. Both
Parties promise to provide each other, within the total mutual guarantee amount
and mutual guarantee term stated in this Agreement, with a guarantee for
financing from financial institutions.





SECTION
2. Total Amount and Term for Mutual Guarantee


2.1. The
Parties confirm the total amount of guarantee they offer to each other is RMB
150 million for loans not exceeding one year.


2.2. The
Parties confirm the term of mutual guarantee is twelve (12) months, namely from
June 22, 2010 to June 22, 2011.





SECTION
3. Form of Mutual Guarantee


3.1. The
Parties confirm the form of mutual guarantee is joint liability
guarantee.





SECTION
4. Rights and Obligation of Both Parties


4.1. Each
Party shall carefully and responsibly designate a financial principal
respectively, to go through the relevant procedures promptly, to ensure that the
Parties can smoothly conduct financing activities.


4.2. The
Loan Contract, Guarantee Contract and other relevant legal documents about each
specific loan should be fully completed and provided by one Party when it is
required by the other Party.


4.3. In
the event that one Party does not complete the Loan Contract, Guarantee
Contract, or other relevant legal documents according to the provisions under
Section 4.2, or there are certain blanks in those legal documents, the other
Party may refuse to deal with the relevant mutual guarantee issue.


4.4. Both
Parties promise, during the period that one or both Parties is charged with
liability to guarantee, to exchange financial information within 10 working days
after the end of each month.  Such financial information includes but
is not limited to the balance sheet, income statement, cash flow statement, and
tax return information.  Both Parties shall bear a strict duty of
confidentiality regarding such financial information. The Parties pledge that
the information provided by each shall be true, accurate and complete, with no
falsity, omission or misleading representation.


Ex.
10.1


SECTION
5. Suspension and Dissolution of the Agreement


5.1.
During the term of this mutual guarantee, if one Party can prove that the other
Party becomes a severe obstacle in a major dispute or major litigation involving
its normal business operations, the former Party may suspend this Agreement upon
written notification provided to the latter Party ten (10) working days in
advance of such suspension.


5.2.
During the term of mutual guarantee, if one Party can prove that the other party
has entered into a proceeding such as bankruptcy, liquidation or dissolution,
the former Party may dissolve this Agreement in advance upon written
notification provided to the latter Party ten (10) working days in
advance.


5.3. In
the event the situation stated in Section 5.1 or 5.2 of this Agreement occurs,
it shall have no impact on the guarantee obligations undertaken related to the
Loan Contracts that have already been signed and become effective, and are
covered by this Agreement. Neither Party may suspend or dissolve its guarantee
responsibilities that it has already assumed and that are in effect by reason
that this Agreement has been terminated in accordance with either Section 5.1 or
5.2.





SECTION
6. Counter-guarantee Obligation


6.1. In
the event one Party postpones or fails to pay mature debts resulting in the
other Party bearing jointly guaranteed liability, the latter Party shall have
the right, within one week upon assuming guarantee responsibility, to take the
former Party’s corresponding assets as compensation for its repayment for the
loans to the bank with respect to the joint liability guarantee with advance
written notice pursuant to the Counter-Guarantee Contract subscribed to by both
Parties when entering the Guarantee Contract; the former Party who postpones or
fails to make payment shall cooperate with the latter Party to complete the
compensation procedures without placing any obstacles according to
Counter-Guarantee Contract.





SECTION
7. Miscellaneous


7.1.
Within the term of this Agreement, in the event either Party enters into
reconstruction, reorganization, a merger or a separation, this Agreement shall
remain valid. The party who assumes the rights and obligations of either Party
shall be subject to the contractual terms and obligations set forth in this
Agreement.






Ex.
10.1





7.3. Both
Parties pledge and agree that, with respect to the loans guaranteed under this
Agreement, they will comply with the terms and conditions of the applicable Loan
Contract.





SECTION
8. Confidential Liability


8.1.
During the process of implementation of this Agreement, any financial,
operational or decision-making information, customer data, secret technique, or
other related information or message that is dissolved, mastered, preserved by
one side is to be regarded as confidential information.


8.2. The
Parties shall not disclose or reveal confidential information to any person or
entity not a party to this Agreement.  The Parties may allow certain
confidential information to be revealed upon written consent by both
Parties.


8.3. In
the event one of the Parties violates Section 8.2 of this Agreement, the
violating Party shall be held legally responsible.





SECTION
9. Notice and Delivery


9.1. Both
Parties agree to designate a financial functionary in charge of the
implementation and relevant assistance under this Agreement. The respective
designated persons and their addresses are as follows:





Party
      A: Tian Zhiguo
              
              Party
      B: Li HaobinAddress:
      Changge City, Henan Province.
              
              Address:
      Changge City, Henan Province.Zip
      code: 461500
              
              Zip
      code: 461500Tel:
      0374-6108923
              
              Tel:
      0374-6219786Fax:
      0374-6108922
              
              Fax:
      0374-6216830





9.2. Both
Parties agree that if the written notice has been delivered to the other Party’s
appointed person under Section 9.1, it is regarded as delivered to the other
Party.





SECTION
10. Continuance of the Agreement


10.1.
After expiration of the term of this Agreement, the Parties may extend the
Agreement by signing a written agreement of extension.


Ex.
10.1





SECTION
11. Breaching Obligations and Resolution to Dispute


11.1.
Both Parties shall strictly abide by this Agreement and corresponding
stipulations of the Loan Contract and Guarantee Contract.  In the
event a Party violates the provisions of this Agreement and corresponding Loan
and Guarantee Contracts, it shall be regarded as a breach of
contract.  The Party that breaches shall compensate all the losses of
the other, and pay the amount of RMB penal sum to the other Party.


11.2. In
the event a dispute occurs in the implementation of this Agreement, the Parties
shall resolve the dispute by negotiation; if negotiation fails, a Party may file
a claim in the local court of accuser, subject to the terms set forth in the
relevant Guarantee Contract.





SECTION
12. Validity and other Issues of the Agreement


12.1.
This Agreement will become valid and in full force and effect upon the approval
of the Board of Directors of both Parties and by the signature and seal of the
legal and authorized representatives of each Party.


12.2. The
period of validity: from June 22, 2010 to June 22, 2011.


12.3.
Once this Agreement comes into effect, the Mutual Guarantee Agreement signed by
the Parties in 2009 shall be repealed simultaneously.


12.4.
This Agreement is in duplicate. Each copy has the same legal
effect.





Party
      A: Henan Huanghe Enterprises Group Co., Ltd.(common
      seal)Legal
      Representative:(signature)
      /s/ Qiao QiushengDate:
      June 22,
      2010Party
      B: Henan Zhongpin Food Share Co., Ltd.(common
      seal)Legal
      Representative:(signature)
      /s/ Zhu XiaoweiDate:
      June 22, 2010




Ex.
10.1