Asia Green Agriculture Corporation: Exhibit 10.60 - Filed by newsfilecorp.com






Small Enterprise Loan Contract 

 

Notice: This series of contracts regards loans between two
equal parties, legally established based on commercial negotiations. All
contract provisions express the true meaning of both parties. In order to
protect the borrower’s legal rights and interests, the lender specially requests
that the borrower pay close attention to all rights and responsibilities of both
parties, particularly those written in boldface print. 





	Lender: 	China Industrial and Commercial
      Bank, Jianyang Branch 
	Responsible Party: 	Qiu Ansheng 
	Contact: 	Zhang Hanpu 
	Address: 	Jianyang City, Renmin Road #5
  
	Post Code: 	354200 
	Phone: 	5843362 
	Fax: 	5830387 
	Email: 	(blank) 
	  	  
	Borrower: 	Fujian Yaxin Food Co., Ltd.

	Legal Representative: 	Ye Wenfu 
	Contact: 	(blank) 
	Address: 	Jianyang City, Taxia Industrial
      Park 
	Post Code: 	354200 
	Phone: 	13859371468 
	Fax: 	(blank) 
	Email: 	(blank) 


            
The borrower and the lender, through equal negotiations, have come to an
agreement that the lender shall extend to the borrower a loan, for which purpose
this contract is established. 

PART ONE:    BORROWING CONDITIONS 

ARTICLE 1      LOAN USE 

            
Under this agreement, the loan is to be used for financial resources and
materials. Absent the written agreement of the lender, the borrower may not
change its use, and the borrower has the right to supervise the use. 

ARTICLE 2      LOAN AMOUNT AND PERIOD


	 	2.1 	
      Under this agreement, the loan shall be made in RMB, in
      an amount of five million (5,000,000) RMB.

	 	 	 
	 	2.2 	
      Under this agreement, the loan shall be for a period of
      one year, from the date of the actual loan transfer. The date of
      the loan transfer will be determined with reference to the loan
      receipt.



ARTICLE 3      INTEREST RATE AND
INTEREST PAYMENT 

	 	3.1 	
      RMB Loan Interest Rate:

	 	 	 
	 		
      The RMB Loan Interest Rate will be calculated according
      to method 1 below:








	 	(1) 	
      Fixed interest rate, yearly, of 6.941%, which
      shall not change from the effective date of this Contract.

	 	 	 
	 	(2) 	
      Floating Interest Rate: Loan interest rate will be
      determined with reference to base interest rate plus a floating range. The
      base rate will be ______ (as of the Loan Transfer Date/Contract Effective
      Date), and in accordance with clause 2.2, the Loan Period’s corresponding
      base interest rate as established by the People’s Bank of China, floating
      by ____ %. During the Contract Period, this floating range may not be
      changed. After the Borrower has received the Loan, interest will be
      periodically calculated once every _____ (1/3/6/12) months and the rate
      adjusted. The second interest rate period will be dated from the day after
      the first loan period following the loan. If that calendar date does not
      exist, then it shall be dated from the last day of the month, with later
      periods calculated in the same way. The Borrower’s interest rate for sums
      drawn will be adjusted according to method ___
below:




	 	(A) 	
      Regardless of how many times money is drawn in a given
      period, once per period, according to that period’s interest rate, and in
      the same way the following period.

	 	 	 
	 	(B) 	
      Each sum drawn will have its interest rate calculated
      separately.




	 	(3) 	
      Other: (blank)




	 	3.2 	
      Foreign Exchange Loan Interest Rate:

	 	 	 
	 		
      The Foreign Exchange Loan Interest Rate will be
      determined according to method ____ below:




	 	(1) 	
      Fixed interest rate, yearly, of _____, which shall not
      change from the effective date of this Contract.

	 	 	 	 
	 	(2) 	
      Floating interest rate, based on the ____ month
      LIBOR/HIBOR average as base, with _____ basis points added to reach the
      marginal interest rate. During the Contract Period, this margin shall not
      change. Each sum drawn upon will have its interest separately calculated.
      After the Borrower has drawn upon the loan, the base interest rate will be
      adjusted according to method ____ below:

	 	 	 	 
	 		(A) 	
      The base interest rate will float according to its
      corresponding period. The second interest rate period will be dated from
      the day after the first loan period following the loan. If that calendar
      date does not exist, then it shall be dated from the last day of the
      month, with later periods calculated in the same
way.








	 	(B) 	
      The base interest rate will be adjusted from the first
      day of each interest period.




	 	(3) 	
      Other: (blank)




	 	3.3 	
      Under this agreement, interest will be calculated
      starting from the actual date of the borrower drawing upon the loan, and
      settled on a monthly basis. When the loan matures, the principal shall be
      repaid with interest. The daily interest rate will be calculated by
      dividing the yearly interest rate by 360.

	 	 	 
	 	3.4 	
      Under this agreement, the penalty for delayed interest
      payment will be the base interest rate plus 30%; the penalty for misuse of
      the loan shall be the base interest rate plus 50%.



ARTICLE 4      WITHDRAWALS 

            
The Borrower should draw upon the Loan according to his actual needs, with the
first such withdrawal coming no later than April 30th, 2011, and the
final withdrawal coming before April 30th, 2011, otherwise the Lender
has the right to terminate all or a portion of the Loan. 

ARTICLE 5      REPAYMENT 

	 	5.1 	
      Under this agreement, the Borrower shall repay the loan
      according to method 1 below:

	 	 	 	 
	 		(1) 	
      One-time payment upon loan maturity.

	 	 	 	 
	 		(2) 	
      According to the following repayment schedule
      (attached)

	 	 	 	 
	 	5.2 	
      Under this agreement, the Borrower should, in the
      following situations, immediately repay the corresponding investment after
      receiving; because this will lead to early repayment, the Borrower need
      not pay any compensatory fees: _______________.

	 	 	 	 
	 	5.3 	
      Other than situations covered by 5.2 above, if the
      Borrower repays the loan early, the Borrower should pay a compensatory fee
      of ___% for early repayment.



ARTICLE 6      COVENANTS 

	 	6.1 	
      Under this agreement, the Borrower covenants to the
      Lender in following way: deposit.

	 	 	 
	 	6.2 	
      Under this agreement, the highest amount covered by a
      loan covenant corresponds to the following
contract:








	 	Contract Name: 	Highest Deposit Contract (Doc. Number: 2011,
      Jianyang, Number 0024) 
	 	Depositor: 	Fujian Yada Group Co., Ltd.



ARTICLE 7      FINANCIAL CONVENTIONS
(Optional Clause) 

Within the effective period of this
contract, the Borrower should abide by the following financial directions and
conventions: _____________


ARTICLE 8      DISPUTE RESOLUTION 

            
Under this agreement, the following dispute resolution method will be used: 2.


	 	(1) 	
      Disputes will be submitted to _____ for arbitration, and
      according to timely application and applicable principles of arbitration,
      will be arbitrated at _____. The arbitration decision will have binding
      effect on both parties.

	 	 	 
	 	(2) 	
      Litigation in the jurisdiction where the lender is
      located.



ARTICLE 9      MISCELLANEOUS 

	 	9.1 	
      This contract exists in two originals, with the Borrower
      and the Lender each possessing one original, each with equal legal
      effectiveness.

	 	 	 
	 	9.2 	
      The following attachments have been agreed by the Parties
      to constitute part of this Contract and have the same effectiveness as
      this Contract:



Attachment 1: Form of Withdrawal
Notice 
Attachment 2: Entrusted Payment Agreement 

ARTICLE 10   OTHER AGREEMENTS OF THE PARTIES 

	 	10.1 	
      The Borrower may not make promises or covenants to
      another party without the Lender’s prior agreement.

	 	 	 
	 	10.2 	
      The Company shareholders also take responsibility for the
      Highest Deposit Contract (Doc. Number: 2011, Jianyang, Number
  0024).



PART TWO    SMALL ENTERPRISE LOAN CONTRACT
PROVISIONS 

ARTICLE 1      INTEREST RATE AND
INTEREST 





	 	1.1 	
      For foreign currency loans, the LIBOR rate as of 11 AM on
      the day of the withdrawal or two days previous, as calculated based on the
      LIBOR, as reported by Reuters online under the symbol “LIBO”, and the
      HIBOR rate as of 11:15 AM on the day of the transaction or two days
      previous, as calculated based on the HIBOR reported by Reuters online
      under the symbol “HIBO”.

	 	 	 
	 	1.2 	
      Under this agreement, if the floating interest rate is
      used, after the loan is overdue, interest will continue to be calculated
      according to the same method.

	 	 	 
	 	1.3 	
      Interest on the loan will be settled monthly on the
      20th of each month; quarterly interest settlement will be on
      the 20th of the last month of each quarter; twice- yearly
      interest will be settled on June 20th and December 20th
      , respectively.

	 	 	 
	 	1.4 	
      The first interest period starts from the day the first
      actual withdrawal is made by the Borrower and ends on the day of the first
      interest settlement; the last interest period starts from the last
      interest settlement date to the date the loan is repaid; other interest
      periods are from the end of one interest period to the beginning of the
      next.

	 	 	 
	 	1.5 	
      If the People’s Bank of China adjusts the interest rate,
      then according to the relevant rules of the People’s Bank of China, the
      Lender shall adopt the relevant procedures and need not separately notify
      the Borrower.



ARTICLE 2      LOAN ISSUANCE AND
PAYMENT 

	 	2.1 	
      For the Borrower to take the loan, they must satisfy the
      following conditions, otherwise the Lender has no duty to issue any sum,
      unless the Lender agrees to first issue the loan:

	 	 	 	 
	 		(1) 	
      Other than credit loans, the Borrower has already,
      according to the Lender’s request, provided corresponding covenants, and
      all related covenant procedures are completed, and there has been no
      negative change to the covenants to the Lender;

	 	 	 	 
	 		(2) 	
      Each time a withdrawal is made, the Borrower, under this
      Contract, must make true, accurate and complete statements and guarantees
      that no violation has occurred under this or any other Contract between
      the Lender and the Borrower; and

	 	 	 	 
	 		(3) 	
      Borrower must provide materials proving the use of the
      loan conforms to its intended use.

	 	 	 	 
	 	2.2 	
      The Borrower must, in addition to the above-stated
      requirements of 2.1, satisfy the following
conditions:








	 	(1) 	
      The loan project has already received necessary
      government approvals and permits (if applicable);

	 	 	 
	 	(2) 	
      The loan project capital or other capital has satisfied
      the necessary amount in the time period and ratio required;

	 	 	 
	 	(3) 	
      No cost overruns have occurred or any cost overruns have
      been dealt with; and

	 	 	 
	 	(4) 	
      The project has proceeded or been completed according to
      plan, and the project has actually begun with the matching investment
      amount.





	 	2.3	When the Borrower withdraws funds, they should submit a Withdrawal
      Notice to the Lender five bank working days prior to the withdrawal. Once
      the notice is sent, it may not be cancelled without the written approval
      of the Lender. 
	 	 	 
	 	2.4 	
      Once the Borrower has satisfied the above preconditions
      to withdrawal or otherwise received the approval of the Lender, the Lender
      will enter the requested amount into the Borrower’s account, thereby
      issuing the loan to the Borrower according to this Contract.

	 	 	 
	 	2.5 	
      According to relevant supervisory regulations and
      management requests of the Lender, funds should be withdrawn and used
      according to the Lender’s entrusted payment method, and the Lender,
      according to the Borrower’s withdrawal notice and entrusted payment, will
      pay the loan amount to an account meeting conditions under this Contract.
      To this end, the Borrower and the Lender should sign an Entrusted Payment
      Agreement as an attachment to this Contract, and set up an account
      specially to facilitate the entrusted payment.



ARTICLE 3      REPAYMENT 

	 	3.1 	
      Lender shall fully and timely return the principal ,
      interests and other payables in term of the stipulation of this Agreement.
      Borrower shall, on repayment date and every banking day before the expiry
      date for interest, fully deposit the current interest payable, principle
      and other payables in his account for repayment under Lender’s bank.
      Lender is entitled to offer claims or require Borrower to cooperate to
      handle procedures relate to repayment on such repayment date and expiry
      date for interest. If the amount in account for repayment is not enough
      for current payables of Borrower, Lender has the right to decide the order
      of debts liquidation.

	 	 	 
	 	3.2 	
      Borrower shall submit application in written for partly
      or fully voluntary repayment to Lender ten (10) banking days in advance,
      get approval of Lender and pay compensation to Lender in accordance with
      the standards under this Agreement.








	 	3.3 	
      Approved by Lender, Borrower shall pay off all the
      payable principal, interest and other payables in light of the stipulation
      of this Agreement on voluntary repayment date.

	 	 	 
	 	3.4 	
      Lender is entitled to withdraw the funds in advance based
      on the capital inflow conditions of Borrower.

	 	 	 
	 	3.5 	
      If the term of debt is shortened due to the voluntary
      repayment of Borrower or Lender withdrew funds in advance in accordance
      with provisions of this Agreement, the borrowing rate shall not be
      adjusted and is still the same as the original
ones.



ARTICLE 4      GUARANTEE 

	 	4.1 	
      Borrower shall provide true and correct guarantee
      accepted by Lender for its obligation performance under this Agreement. A
      guarantee agreement will be entered into separately.

	 	 	 
	 	4.2 	
      In case of the following matters occurred to collaterals,
      Borrower shall timely report to Lender and provide other collaterals
      accepted by Lender:




	 	(1) 	
      Damages;

	 	(2) 	
      Devaluation;

	 	(3) 	
      Disputes on property right;

	 	(4) 	
      Collaterals are sealed up or seized;

	 	(5) 	
      Guarantee selfishly deals with collaterals;

	 	(6) 	
      Adverse changes to guarantor’s financial position
      happened; or

	 	(7) 	
      Other adverse changes to creditor
  occurred.




	 	4.3 	
      In term of the approval of Lender, if the loan under this
      Agreement which is warranted by pledge with account receivable and the one
      of the following conditions occurred, Lender is entitle to declare that
      the loan comes due immediately, claim for the repayment of all or part of
      principal and interest to Borrower at once or add lawful and valid
      warranties in full that have been accepted by
Lender:




	 	A. 	
      the rate of bad debts of the account receivable from
      pledgor to payer improved for two months in a row;

	 	 	 
	 	B. 	
      the due but unclaimed accounts receivable from pledgor to
      payer is more than 5% of the amount of remaining balance of the account
      receivable;

	 	 	 
	 	C. 	
      trade disputes (including but without limitation disputes
      about quality, technology or service) or debt disputes raised between
      pledgor and payer or third parties so that account receivable may not be
      paid on time.







ARTICLE 5      ACCOUNT MANAGEMENT 

	 	5.1 	
      If the loan under this Agreement is for the needs of
      liquidity like turnover of funds during operation, Borrower shall
      designate a special account for inflow funds under Lender’s bank to gather
      sales revenue or planed repayment funds. Borrower shall transfer the sales
      revenue that settled in non-cash into the account for inflow funds after
      receiving funds.

	 	 	 
	 	5.2 	
      Lender has the right to supervise and control the account
      for inflow funds, including but not limit to know about and supervise the
      revenues and payments of such account, which Borrower shall comply.
      Borrower and Lender shall enter into a special agreement on account
      supervision under the requirements of Lender.



ARTICLE 6      REPRESENTATIONS AND
WARRANTIES 

            
Borrower agrees to make following representations and warranties to Lender which
shall be valid during the term of this Agreement:

	 	6.1 	
      It has legal status of subject for the borrowing and has
      qualification and ability to sign and execute this Agreement.

	 	 	 
	 	6.2 	
      It has received all the needed authorizations or
      approvals to sign this Agreement; its signing and execution of this
      Agreement will not violate company’s article of association, shareholders’
      capital contribution agreement, agreement on association, partnership
      agreement and relevant laws and regulations; it will not conflict with
      obligations under other agreements.

	 	 	 
	 	6.3 	
      Other payable debts have been repaid on time and there is
      no malicious default on paying back principal and interest of bank
      loan.

	 	 	 
	 	6.4 	
      In recent one year of operation did not appear
      significant violations of regulations or discipline; existing officers do
      not have any adverse records.

	 	 	 
	 	6.5 	
      All the documents and materials provide for Lender are
      true, accurate, intact and valid and there do not exist falsehoods, major
      omissions or misleading statements.

	 	 	 
	 	6.6 	
      Did not hide its litigations, arbitrations or claims from
      Lender.

	 	 	 
	 	6.7 	
      Relevant items and the loan shall subject to laws and
      regulations if the loan under this Agreement is for the purpose of fixed
      assets investment.



ARTICLE 7      BORROWER’S PROMISES


	 	7.1 	
      The inflow and usage of the loan shall be subject to the
      term and purpose under this Agreement. The borrowed money shall not inflow
      into securities market, futures market or involve any other usage banned or
  limited by relevant laws or regulations in any forms.









	 	7.2 	
      It will repay the principal, interest and other payables
      in accordance with the stipulations of this Agreement.

	 	 	 
	 	7.3 	
      It will accept and active participate in Lender’s
      inspection and supervision on funds usage in the ways of account analysis,
      certificate inspection, investigate on spot etc. It will report regularly
      on the utilization of borrowed funds under the requirement of
    Lender.

	 	 	 
	 	7.4 	
      It will accept creditor checking of Lender; provide true,
      accurate, intact financial documents and other materials reflecting the
      repayment ability of Borrower, including all opening banks, account
      numbers and deposit balance etc; it will active cooperate with Lender to
      investigate, be informed and supervise the business operation and
      financial situation.

	 	 	 
	 	7.5 	
      It will not distribute dividends and bonus before pay out
      the principal, interest and other payables under this Agreement.

	 	 	 
	 	7.6 	
      When merger, split-up, decrease capital, major changes in
      stock rights, participate in or withdraw from partnership, material
      transfer of assets and credit, material investment aboard, substantial
      increase of debt financing or other actions may cause adverse effects on
      Lender’s rights occur, approvals in written of Lender is needed in
      advance.

	 	 	 
	 	7.7 	
      Borrower has to inform Lender when any of the following
      circumstances occur:





	 	A. 	
      The name, company chops, articles of association, legal
      representative, principal persons or notice address etc.
changes;

	 	 	 
	 	B. 	
      It is closed down, dismissed, liquidated, suspended, its
      business license is revoked or it applies for bankruptcy (or being applied
      for bankruptcy);

	 	 	 
	 	C. 	
      It is involved in or will be engaged in material economic
      disputes, litigations, arbitrations; or its assets is sealed, seized or
      enforced; or it is placed on file for investigation and prosecution or is
      took penalty procedure by judicial organizations, tax administrations or
      industrial and commercial administrations.

	 	 	 
	 	D. 	
      Its shareholders, directors and existing officers or
      shareholders and founders are involved in important cases or economic
      disputes.




	 	7.8 	
      It will accurately and comprehensively disclose relevant
      relationships and relevant transactions to Lender without delay.

	 	 	 
	 	7.9 	
      It will timely acknowledge all kinds of notices sent by
      Lender or delivered in other ways.








	 	7.10 	
      It shall not deal with self-owned assets in the way of
      deducting repayment ability; it will not damage the rights of Lender when
      providing guarantee for third parties.

	 	 	 
	 	7.11 	
      It will afford expenses result from the establishment and
      performance of this Agreement and the paid and unpaid fees of Lender to
      fulfill the creditor’s right under this Agreement, including but not limit
      to fees for litigation or arbitration, Property preservation fees, fees
      for counsel, performance fees, valuation fees, auction fees, publication
      fees etc.

	 	 	 
	 	7.12 	
      Compared with debts for shareholders, legal
      representative or principals, partners, main founders or officers, the
      debt of Borrower under this Agreement shall has priority and such debt
      shall at least equal to the same kind of debts of Borrower’s other
      creditors.



ARTICLE 8      LENDER’S PROMISES 

	 	8.1 	
      It will offer loans to Borrower pursuant to the
      Agreement.

	 	 	 
	 	8.2 	
      It will hold confidential obligations on undeclared
      materials and information about the finances and business operations
      provided by Lender.



ARTICLE 9      BREACH 

	 	9.1 	
      Any of the following events will indicate that the
      Borrower is in breach of this Contract:

	 	 	 	 
	 		(1) 	
      The Borrower fails to pay amounts owed under this
      Contract, or fails to carry out any of its duties hereunder, or violates
      any statement, guarantee or promise hereunder;

	 	 	 	 
	 		(2) 	
      Any change takes place that, under this agreement, has a
      negative effect on the interests of the Lender, for which the Borrower
      does not acquire the approval of the Lender;

	 	 	 	 
	 		(3) 	
      The Borrower is unable to pay any other debt upon its
      maturity (including those declared due) or cannot carry out or violates
      any other responsibilities under this Contract, will or may negatively
      influence the Borrower’s ability to carry out its responsibilities under
      this Contract;

	 	 	 	 
	 		(4) 	
      The Borrower’s earnings power, ability to repay, business
      operation ability, or cash flow and other financials exceed agreed-upon
      standards, or there occurs or may occur an event negatively influencing
      the Borrower’s ability to carry out its responsibilities under this
      Contract;








	 	(5) 	
      The Borrower’s business operations or foreign investment
      suffers a material adverse event that will or may negatively influence the
      Borrower’s ability to carry out its responsibilities under this
      Contract;

	 	 	 
	 	(6) 	
      The Borrower or its shareholders, legal representative,
      responsible party, partner, key investor, key person or key management
      personnel are involved in or may become involved in material economic
      conflicts, litigation, arbitration, or assets are frozen, detained, or is
      subject to enforcement, or such personnel are subject to investigation or
      legal penalty as a result of legal or administrative proceedings, or by
      violating any national regulation or policy exposes national secrets, that
      will or may negatively influence the Borrower’s ability to carry out its
      responsibilities under this Contract;

	 	 	 
	 	(7) 	
      There occurs any change in the shareholders of the
      Borrower or any change in the relationship of the controlling
      shareholders, the partners, or any joint venture, or any partner, key
      investor, key person or key management personnel are changed, are missing,
      or limited in personal freedom or under a legal investigation, that will
      or may negatively influence the Borrower’s ability to carry out its
      responsibilities under this Contract;

	 	 	 
	 	(8) 	
      The Borrower uses a false contractual relationship with a
      related party or a false transactional background, to get the Lender’s
      funds or cause it to extend credit to the Borrower, or the Borrower,
      through a related transaction, intentionally avoids its debt to the Lender
      in an attempt to have the debt cancelled;

	 	 	 
	 	(9) 	
      The Borrower has or may go out of business, dissolve, be
      liquidated, cease operation for reorganization, have its business license
      revoked or cancelled, or apply for (or be applied for)
  bankruptcy;

	 	 	 
	 	(10) 	
      The Borrower, as a result of violating rules on food
      safety, manufacturing safety, environmental protection and related laws,
      regulations or industry standards, be responsible for or cause an accident
      which will or may negatively influence the Borrower’s ability to carry out
      its responsibilities under this Contract;

	 	 	 
	 	(11) 	
      The Borrower’s legal representative, partners, key
      investors, key persons, or key management personnel are involved in
      criminal activities, drugs, gambling, smuggling or related illegal
      activities;

	 	 	 
	 	(12) 	
      The Borrower owes taxes or other fees or falls behind on
      any usual payments, including worker salaries;
and








	 	(13) 	
      Any other occurrence that may negatively influence the
      Lender’s rights under this Contract.




	 	9.2 	
      In the event of Borrower’s breach, Lender may take any of
      the following steps:

	 	 	 	 
	 		(1) 	
      Request that the Borrower correct the violation by a
      certain date;

	 	 	 	 
	 		(2) 	
      According to this and any other contract between the
      Lender and the Borrower, cancel a portion or all of the loan which the
      Borrower has not yet withdrawn;

	 	 	 	 
	 		(3) 	
      Declare any sums owed under this and any other contracts
      between Borrower and Lender to be immediately due;

	 	 	 	 
	 		(4) 	
      Request the Borrower repay any losses sustained as a
      result of the breach; and

	 	 	 	 
	 		(5) 	
      Any other measures permissible under relevant laws and
      regulations and viewed as necessary by the Lender.

	 	 	 	 
	 	9.3 	
      When the loan matures (including when it has been
      declared immediately due) and the Borrower cannot repay it, the Lender
      may, from that day, begin to collect interest at a penalty rate, as set
      out in this Contract. Interest not timely repaid by the Borrower may be
      recovered through the penalty interest rate.

	 	 	 	 
	 	9.4 	
      If the Borrower misuses funds loaned under this Contract,
      the Lender may, from the day the Borrower began the violation, collect
      penalty interest on the portion so misused, including interest on the
      misused portion at a penalty interest rate.

	 	 	 	 
	 	9.5 	
      If the situations contemplated by clauses 9.3 and 9.4
      above simultaneously occur, the penalty interest rate may only be applied
      to one of the violations.

	 	 	 	 
	 	9.6 	
      If the Borrower cannot timely repay the loan principal,
      interest (including penalty interest) or other sums owed, the Lender may
      publicly declare them to be in arrears.

	 	 	 	 
	 	9.7 	
      If any change in the control relationship between the
      Borrower and any related party occurs, or any situation other than those
      contemplated by 9.1 (1) and (2) above occur to a related party of the
      Borrower, which will or may negatively influence the Borrower’s ability to
      carry out its responsibilities under this Contract, the Lender may take
      any measures contemplated by this Contract.



ARTICLE 10   COLLECTIONS 

	 	10.1 	
      If the Borrower does not, in accordance with this
      Agreement’s expiration, repay all debts (including where immediate
      expiration has been announced), the Lender will have the right to collect the owed sum from foreign
      currency accounts opened by the Borrower with the Lender or any other
      branch of the Industrial and Commercial Bank of China, until the amount
  owed by Borrower under this agreement has been repaid.









	 	10.2 	
      Funds collected in currencies different than in this
      Contract

	 	 	 
	 	10.3 	
      If funds collected by the Lender do not satisfy the
      amount owed by the Borrower, the Lender will have the right to decide the
      priority for creditors.



ARTICLE 11   TRANSFER OF RIGHTS AND RESPONSIBILITIES


	 	11.1 	
      The Lender has the right to transfer part or all of its
      rights to a third party without the agreement of the Borrower. Without the
      written agreement of the Lender, the Borrower may not transfer any of its
      rights under this Agreement.

	 	 	 
	 	11.2 	
      The Lender, or the Industrial and Commercial Bank of
      China (“ICBC”) may, according to business needs, empower or entrust, or
      allocate to another branch of ICBC the rights and responsibilities of this
      Contract. The Borrower hereby expresses agreement, and the Lender need not
      receive the Borrower’s further agreement to any of the above actions. The
      ICBC branch receiving the Lender’s rights and responsibilities shall have
      the right to pursue litigation, submit matters to arbitration, and apply
      for compulsory enforcement of this Contract.



ARTICLE 12   EFFECTIVENESS, AMENDMENT, AND
TERMINATION 

	 	12.1	
      This Contract is effective as of the date it is signed
      and remains in force until the day all of Borrower’s responsibilities
      under this Contract are complete and terminated.

	 	 	 
	 	12.2	
      Any amendment to this Contract requires negotiation
      between the parties and should be expressed in writing. Any amendment
      provisions to this Contract are a part of the Contract, and this Contract
      retains the same legal effectiveness. Non- amended provisions remain
      effective. Prior to amendment, provisions to be amended remain
      effective.

	 	 	 
	 	12.3	
      Amendments to or deletions from this Contract shall not
      affect the previously concluded right of each party to ask for
      compensation for losses. Deletions from this Contract shall not affect the
      effectiveness of Dispute Resolution provisions.



ARTICLE 13   LEGAL USE AND DISPUTE RESOLUTION 

            
This Contract’s establishment, effectiveness, explanations, performance and
dispute resolution shall be in accordance with the laws of the People’s Republic
of China. All disputes arising from or under this Contract should first be
discussed between the Parties; disputes not capable of being resolved between
the parties should be resolved in the appointed manner. 




ARTICLE 14   ENTIRE CONTRACT 

            
This Contract, including both part one (Loan Conditions) and part two (Small
Enterprise Loan Contract Provisions), is a single complete loan contract.
Identical language used in both parts has the same meaning in each.

ARTICLE 15   NOTICE 

	 	15.1 	
      Under this Contract, all notices must be in writing.
      Other than those agreed upon, all notices must be sent to the notice
      addresses of both parties. Any change in the notice address of either
      party must be communicated in writing to the other party.

	 	 	 
	 	15.2 	
      In the event either side refuses to receive notice or any
      other event preventing delivery of notice occurs, notice may take the form
      of a notary or public notice.



ARTICLE 16   OTHER MATTERS AGREED

	 	16.1 	
      Failure or incompletion or delay of exercise of any right
      under this Agreement by the Lender shall not constitute a waiver or
      variation, or affect the further exercise of the right or any other
      right.

	 	 	 
	 	16.2 	
      Should any provision under this Agreement prove to be
      invalid or unenforceable, the validity and enforceability of the other
      provisions under this Agreement, or the effectiveness of the entire
      Agreement.

	 	 	 
	 	16.3 	
      Lender has the right to provide credits information
      related to this Agreement, or of Borrower for the credit information
      database of People’s Bank of China, and other credit information database
      constituted by law. The information is open to organizations and
      individuals appropriately qualified to search queries and use. Lender is
      entitled to look for credit information of the Borrower regard to the
      aforesaid databases and other credit information database constituted by
      law for the purpose of the establishment and performance of the
      Agreement.

	 	 	 
	 	16.4 	
      The terms “Related Party ”, “Relation of Related Party”,
      “Related Party Transactions”, “Main Individual Investor”, “Key Managerial
      Personnel” referred in this Agreement shall have the same meaning as they
      are mentioned in the “Enterprise Accounting Standards No. 36 – Related
      Party Disclosure” (Finance and accounting [2006] No. 3) decreed by
      Ministry of Finance and its revisions thereafter.

	 	 	 
	 	16.5 	
      The documents and vouchers in respect of the Agreement
      made and preserved by the Lender under its business rules that constitutes
      valid evidence of the rights and liabilities between the Lender and the
      Borrower shall be binding on the Borrower.








	 	16.6 	
      Under this Agreement, (i) all references to the Agreement
      shall include the modification and extension to this Agreement, (ii)
      headings of provisions are inserted for reference only and shall not
      constitute any interpretation of this Agreement or any restrictions to the
      content and scope under the headings, (iii) in the process of the
      implementation of this Agreement, should any draw or due date be a
      non-banking business day, it shall postpone to next banking business
      day.



            
Both Parties affirm: the Lender and the Borrower have conducted a full
consultations on all the provisions under this Agreement. The Lender has called
the Borrower’s special attention on all the provisions related to the rights and
liabilities of both Parties to gain a comprehensive and accurate understanding,
and has given specific explanations on the provisions at the requests of the
Borrower. The Borrower has carefully read and fully understand all the
provisions under the Agreement (including Part 1 “Loan Conditions” and Part 2
“Small Enterprise Loan Contract Provisions”). Both Parties have a consistent
understanding to the provisions under this Agreement and are unanimous in the
content of the Agreement.

Lender (seal): Industrial and Commercial Bank of China Limited.
Jianyang Branch 

Principal/Authorized Agent: __________________




  

Borrower (seal): Fujian Yaxin Food Development Co., Ltd. 

Legal Representative/Authorized Agent:
______________________




  

Signing Date: April 6, 2011