Patent
Transfer Agreement

    


    
      Transferee:Harbin Hainan
Kangda Cactus Hygienical Foods Co., Ltd (Party A)

    

    Transferor: Heilongjiang Yatai Bio
Development and Research Institute (Party B)

    


    According
to this agreement, Party B shall transfer the patent registration of cactus
cattle feed, cactus hog feed and cactus fish feed to Party A, and Party A shall
purchase the aforementioned patents. Based upon friendly negotiation, the two
parties reach the following specified agreement.

    


    I.
Patents to be transferred

    i. Patents of cactus cattle feed, cactus hog feed and cactus fish
feed (invention, utility model and appearance designs)

    ii. Inventor / designer: Wenhui Sui

    
      iii.
Patent holder: Heilongjiang Yatai Bio Development and Research
Institute

      iv. Licensing Date: February 27th , 2008,
August 27th , 2008
and July 30th ,
2008

    

    v.
Patent No.: ZL200410043748.6,
ZL200410043748.3, ZL200510009756.3

    vi. Patents
expiration: 20
years.

    
 

    II.  Party
A guarantees to perform the original Patent utilizing agreement after this
agreement is executed, if have any. Then, Party A should succeed to the rights
and obligations of Party B in the original Patent utilizing agreement
..

    


    III. i.  To ensure that Party A to have the patents and
can use effectively, Party B should deliver the following technical material to
Party A:

    1. All patent application documents delivered to Patent Office of
China include instruction book, right-claiming document, attached diagram,
abstract and summary with photos, letters of request, view statements, the
bibliographic change, approval of restoration of rights after rights are lost,
and proxy statements, etc (all PCT application documents should be included, if
PCT is applied).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. All documents sent to Party B by Patent Office of China,
including acceptance notification, intermediate documents, Authorization
Decision Statement, certificate of patent and copies, etc.

    3. Patent utilizing agreement that Party B has signed with others
including agreement attachments, if have any.

    4. Valid evidence documents issued by Patent Office of China, which are the recent patent annual fee payment statement (or
Patent Register list made by Patent Office), and decisions that maintain patent
effective which are made by Patent Office of China or Patent Reexamination
Committee or People's Court when Patent is revoked or invalid.

    5.
Transfer approval documents that are made by higher authorities or the department of State Council which is in
charge.


    ii. Time of delivery of the materials

    Once the
agreement is executed, Party B shall deliver all the materials listed in i. to
Party A in 3 days after Party B receives the (first part of) payment, or in 10
days after the agreement is executed, Party B shall deliver all (or part of) the materials listed in i. to Party A. If the materials are in
partial, Party B shall deliver the rest materials to Party A in 5 days after
Party A pays the (first part of) payment.


    iii. Mode of materials delivery and the site of
delivery

    Party B
shall deliver all the above-mentioned materials to Party A by ways of hand-delivery, mail, over-night delivery, etc. A
list of materials should also be delivered to Party A. The site of delivery
shall be the location of Party A or somewhere is agreed by the two
parties.

    


    IV. Party B shall transfer the patent registration to Party A in 30
days after the first part of payment of the transfer fees. 

     

    
      
         

      

      
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    V. To
guarantee that Party A utilizes the patents effectively, Party B should also
transfer technical know–how information which is related to the patents to Party
A.

     

    VI. Party B guarantees to Party A that the
following defects will not exist in the patent when the agreement is
executed.

    1. The patents are bound by property or
mortgage.

    2.
Utilization of the patents are limited by another current patent
right.

    3. First use right of the patent.

    4. Compulsory license.

    5. Situations that government adopts “Promote the licensing
scheme”

    6. Get the patents illegally.

    Upon the execution of the agreement, if Party B does not inform
Party A of the above mentioned faults, if any. Party A has rights to refuse to
pay for the use of the patents, and have rights to claim to be reimbursed by
Party B of the related additional expenses.

     

    VII. 

    According to Section 50 of the Patent Law, after the execution of
this agreement, when Party B’s patent is revoked or declared invalid, and if
there is no obvious violation of this agreement. Then neither will Party B
return the transfer fee to Party A nor will Party A return the entire materials
to Party B.

    If this agreement is not made under the principle of fairness, or
Party B intentionally causes damages to Party A, then Party B should return the
transfer fee to Party A.

    If when a third party’s claim to revocation of the patent to the
Patent Office, or request the Patent Reexamination Committee to declare the
patent invalid, or refuse to accept the Committee’s arbitrament to the patents
then file a suit with a people’s court, Party A should take the responsibility
to defense and undertake all the fees occurred if under the
circumstance.

     

    
      
         

      

      
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    VIII.

    The amount and the form of payment of the patents are as
follows:

    1. The total amount of the patent transfer fee is: 54,112,700
RMB.

    2. The
payments are to be made in installments, 25% at the end of January,
2010, 25% at the end of March, 2010, 30% at the end of June, 2010 and 20% at the
end of August, 2010.

    3. For both parties are Chinese
citizens and legal persons, tax related to the transfer fee in the agreement
should be paid by Party B according to the Tax Law of People’s Republic of
China.

    


    IX

    Both parties’ rights:

    1. Party A has the rights to further improve the patents which
purchased from Party B. The resulted advanced new technical achievements shall
be owned by Party A.

    2. Party
B also has the rights to further improve the patents which have sold to Party A.
The resulted advanced new technical achievements shall be owned by Party
B.

    .

    X

    To Party B:

    1. If
Party B refuses to deliver all the materials specified in the agreement or
refuses to transfer the patent registration to Party A, then Party A has the
rights to terminate the agreement and requires Party B to return the transfer
fee and to be reimbursed by 3% of the transfer
fee as liquidated damages.

    2. If Party B exceeds the time limit to transfer the patent
registration to Party A without any justified reasons, Party B should pay Party
A liquidated damages at 0.5% of the transfer
fee every week. If it’s overdue for two months, Party A has the right to
terminate the agreement and requires Party B to return the transfer
fee.

    


    To Party A:

    1. If Party A fails to make payment, Party B has the rights recind
the contract and request for the return of all the materials related to the
patents, Party A is also subject to a 3% liquidated damages.

     

    
      
         

      

      
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    2. If Party A is late on its payments, there is a late fee of 0.5%
of the unpaid transfer fee in the payment period for every 5 days. If Party A is
2 months late on its payments, then Party B has the rights to terminate the
agreement and receive additional 1% of the total consideration as
damages. 

    


    XI. Dispute
Resolution

     (i) This agreement is subject to Chinese law and construed
according to it.

     (ii) The disputes occurred in the process of implementation
of the agreement could be settled by both parties through negotiation or the
coodination conducted by related departments. If these approaches are fail, also
can:

    1. Submit to the Arbitration Committee for
arbitration.

    2. File a
suit to the People’s court.

    


    XII. Validity of the agreement

    This agreement shall be effective upon the date that both parties
or the legal representatives or the authorized representative sign and seal
hereunder. The agreement has two copies, each party holds one. Both one have the
same legal effect.

    


    XIII.

    This agreement shall be effective upon the signing date. During the
implementation of the agreement, any change and modification should be
determined by both parties after negotiation in written form. The amendment has
the same effect as component of the entire agreement.

     

     

    
      
        	
                Transferor
      (seal)

              	
                Transferee
      (seal)

              
	
                Legal representative
      (signature)

              	
                Legal
      representative (signature)

              
	
                Date:

              	
                Date:

              


      

    

     

     

    
      
         

      

      
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