Unassociated Document


    SERVICE
AGREEMENT

    


    THIS
SERVICE AGREEMENT ("Agreement") is entered into as of the ____ day of,
April 
2009 between Yongye
Biotechnology International, Inc, whose principal offices are Suite 608,
Xueyuan International Tower, No.1 Zhichun Road, Haidian District, Beijing, China
(hereinafter referred to as the Company") and  , (hereinafter
referred to as the "Director") to provide the terms under which the Director
shall perform his functions as a elected independent director to the Board of
Directors of the Company during his or her respective terms.

    


    WHEREAS, the Company's business
consists of the development, production and distribution of agricultural
nutrient products and activities incidental thereto (the "Business") and the
Company is a public company subject to the securities laws and rules and other
applicable laws and rules of the United States;

    


    WHEREAS, the Company recognizes the
unique qualifications and contributions of the Director and desires to secure
the services of the Director on the terms and conditions set forth herein;
and

    


    WHEREAS, the Director is prepared to
commit to such services in return for specific arrangements on compensation and
other benefits on the terms and conditions set forth herein.

    


    NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements herein contained, the
Company and the Director do hereby agree as follows:

    


    


    
      	
              1.  

            	
              DUTIES
      OF THE DIRECTOR

            


    

    


    
      	
              1.1  

            	
              The
      Director shall carry out his/her duty as an independent director to the
      Company and shall make himself or herself available to perform such
      functions in keeping with all the applicable laws, rules and regulations
      of the United States and the People’s Republic of China, including not
      limited to the applicable securities laws, the laws of the State of
      Nevada.

            


    

    


    
      	
              1.2  

            	
              The
      Director hereby agrees faithfully to render the service expected of an
      independent director and to promote the interests of the Company to the
      best of his ability and keep his or her duty of care, confidentiality and
      loyalty among other duties.  The Director further agrees to
      devote necessary time, attention, skill and best efforts to the
      performance of his duties under this
Agreement.

            


    

    


    
      	
              1.3  

            	
              The
      Director shall have such power and authority as shall reasonably be
      required to enable him to perform his duties hereunder in an efficient
      manner.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              1.4  

            	
              The
      Director shall not self-deal or do anything harmful to the interest of the
      Company or its shareholders and shall not engage in any insider trading or
      similar activities.

            


    

    


    
      	
              1.5  

            	
              The
      Director shall maintain her or his standing and capacity as an
      “independent director” under the relevant rules of the Securities and
      Exchange Commission and relevant rules and regulations of relevant stock
      exchanges and shall not engage in any employment or service with the
      Company or otherwise that may impair such
  standing.

            


    

    


    
      	
              2.  

            	
              COMPENSATION
      AND EXPENSES

            


    

    


    During
his or her term as a Director until the ease of his or her function as a
Director:

    


    
      	
              2.1  

            	
              The
      Company agrees to pay the Director and  annual retainer (the
      "Retainer") of $
      3,333    to be paid
  monthly.

            


    

     

    
      	
              2.2  

            	
              The
      Company shall promptly pay or reimburse the Director for all reasonable
      expenses actually and properly (in accordance with
      the  Company's policy) incurred or paid by him in connection
      with the performance of his services under this Agreement (including,
      without limitation, travel expenses) upon presentation of expense
      statements or vouchers or such other supporting documentation in such form
      and containing such information as the Company may from time to time
      require.

            


    

    


    


    
      	
              3.  

            	
              MISCELLANEOUS

            


    

    


    
      	
              3.1  

            	
              This
      Agreement expresses the entire understanding and agreement of the parties
      and supersedes any and all prior agreements and understandings, whether
      written or oral, relating in any way to the subject matter of this
      Agreement.  This Agreement cannot be modified, amended or
      supplemented except by a written instrument or instruments executed by
      each of the parties hereto.

            


    

    
      	
              3.2  

            	
              This
      Agreement shall have a term during the period the director serves as a
      director of the Company until such time he or she is removed by the board
      of directors by a vote of the majority or not elected by the next
      shareholders meeting whichever comes
earlier.

            


    

    


    
      	
              3.3  

            	
              All
      rights and remedies herein granted or referred to are cumulative, resort
      to one shall not preclude resort to another.  No waiver by
      either party of a breach of this Agreement, or any part hereof, shall be
      deemed to be a waiver of any other prior, concurrent or subsequent breach
      of the same or different provisions of this
  Agreement.

            


    

     

    
      
         

      

      
        -2-

        
          

          Director Service Agreement II

      

      
         

      

    

    
 

    
      	
              3.4  

            	
              This
      Agreement shall be governed by and construed under the laws of the State
      of New York.  If any provision of this Agreement shall be
      invalid or unenforceable, this Agreement shall be deemed amended but only
      to the extent required to make it valid and enforceable, and this
      Agreement as thereby amended shall remain in full force and
      effect.

            


    

    


    
      	
              3.5  

            	
              Arbitration
      is the only and exclusive remedy to the parties for any dispute arising
      from this agreement. The parties hereby expressly waive the right to any
      jury or non-jury trial and hereby expressly submit to the exclusive
      jurisdiction of an arbitration tribunal under the auspices of the American
      Arbitration Association in the city of New York with such tribunal
      composed of three arbitrators of which one is selected by each party and
      the third one selected by the two arbitrators already selected
      respectively by the parties  The ward by the tribunal shall be
      exclusive, binding, final and enforceable against the parties. In any
      arbitration arising out of this Agreement, the prevailing party shall be
      entitled to request and receive an amount as and for the reasonable
      counsel fees and expenses incurred by the prevailing party in connection
      with such action, proceeding or
arbitration.

            


    

    


    
      	
              3.6  

            	
              In
      this Agreement, unless the context requires otherwise or it is otherwise
      expressly provided, words denoting any gender include all
      genders.

            


    

    


    


    
      
         

      

      
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          Director Service Agreement II

      

      
         

      

    

    


    
 

    


    IN
WITNESS WHEREOF, the Company and the Director have executed this Agreement as of
the day and year first above written.


    


    
      
        
          
            
              	 	Yongye
      Biotechnology International, Inc.
	 	 
	 	 
	 	 
	
                      _______________________________

                    	
                      By:____________________________

                    
	
                      Director:

                    	 
      
	 
      	
                      Name:  Wu,
      Zishen

                    
	 
      	
                      Its:  Chairman

                    


            

          

        

      

    

    


    
      
         

      

      
        -4-

        
          

          Director Service Agreement II