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.  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 60
million RMB for loans not exceeding one year.

        


        2.2.  The Parties
confirm the term of mutual guarantee is twelve (12) months, from June 17, 2009
and June 17, 2010.

        


        SECTION 3.  Form of
Mutual Guarantee.  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
comply with the mutual guarantee.

        


        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.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        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.  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.

        


        7.2. This Agreement is a
framework agreement for both Parties who are covered in the mutual guarantee.
The Parties should assume their respective guarantee obligations pursuant to
each specific Guarantee Contract for each specific bank
loan.  This Agreement shall not be deemed to create guarantee
obligations for either Party for Loan Contracts unless corresponding Guarantee
Contracts have been executed between the Parties.

        


        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.

        


        


        
          
            
            

          

          
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        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: Duan Weili

                      	
                        Party
      B: Li Haobin

                      
	
                        Address:
      Changge City, Henan Province.

                      	
                        Address:
      Changge City, Henan Province.

                      
	
                        Zip
      code: 461500

                      	
                        Zip
      code: 461500

                      
	
                        Tel
      : 0374-6108923

                      	
                        Tel
      : 0374-6211285

                      
	
                        Fax:
      0374-6108922

                      	
                        Fax:
      0374-6219786

                      
	 	 


              

            

          

        

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

        


        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 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.

        


        


        
          
            
            

          

          
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        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 17, 2009 to June 17, 2010.

        


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

        


        


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        IN WITNESS WHEREOF, the
Parties have caused this Mutual Guarantee Agreement to be signed by its duly
authorized officers this seventeenth day of June, 2009.

        


        
          
            
              	 	
                      Henan
      Huanghe Enterprises Group Co., Ltd.

                    	 
	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ Qiao
      Qiusheng	 
	 	 	Name: Qiao
      Qiusheng	 
	 	 	Title:
      Legal Representative 	 
	 	 	 	 


            

          



         

         

        
          
            	 	Henan
      Zhongpin Food Share Co., Ltd.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Zhu
      Xianfu	 
	 	 	Name:
      Zhu Xianfu	 
	 	 	Title:
      Legal Representative	 
	 	 	 	 


          

        

         

         

         

         

         

        
          
            
            

          

          
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