**(English
        Translation)**
 
 **Agreement
        No. G—02: Maximum Amount Guaranteed Agreement 017**


No:
                2007 Liao Zhong Yin Gao Di Zhi No. 017Guarantor:
            Dalian
                Chuming Food Co.Business
                License No:
            Da
                Gong Shang Qi Fa Zhi No. 2102002111023Legal
                Representative:
            MA,
                Feng QingBusiness
                Address:
            Quan
                Shui Village, Nang Guang Lin Town, Gan Jin Zhi District, Dalian
                CityZip
                Code:
            116031Bank
                Account:
            Bank
                of China Corp., Liaoning Branch, No. 07050408091001Tel:
            86716585
            Fax:
            86716686Beneficiary:
            Bank
                of China Corp., Liaoning Branch (Bank of China Liaoning
                Branch)Legal
                Representative:
            DONG,
                Jian YueBusiness
                Address:
            No.
                9, Zhongshan Plaza, Daliang CityZip
                Code:
            116001Tel:
            82586901
            Fax:
            82586779


In
        order
        to guarantee the performance of the loan specified in Article
        1
        of the main loan agreement, Guarantor voluntarily put the assets listed on
        the
        attached “pledged asset list” as security for the benefit of Beneficiary. After
        equal negotiation, Guarantor and Beneficiary enter into this agreement. The
        meaning of the terms in this agreement shall be governed by the main loan
        agreement.
 
 Article
        1  Main
        Loan
        Agreement
 
 The
        Main
        Loan Agreement of this Agreement is:
 The
        Agreement signed between Beneficiary and Dalian Chuming Group Co. Ltd for
        a
        credit line from November 30, 2007 to November 29, 2011, and any supplemental
        or
        amendments thereto.
 
 Article
        2  Main
        Loan
        and Loan Term
 
 Except
        specify otherwise by law, the main loan refers to the loans made from November
        30, 2007 to November 29, 2011, which is specified in Article 1 of this
        agreement.
 
 Article
        3  Maximum
        Beneficiary Amount
 
 1.
              The
                  maximum guaranteed amount under this agreement is:
                  RMB19,650,000
  
  2.
              The
                  guaranteed amount shall also include the interest (including base
                  interest, agreed interest, compound interest and penalty interest)
                  of the
                  main loan specified in Article 2 of this agreement; breach penalty,
                  damage
                  reimbursement, collection expenses (including but not limit to
                  litigation
                  expenses, attorney fees, notary fees, enforcement expense, etc),
                  or any
                  other losses or expenses because of Borrower’s breach.
 
 The
        sum
        of subsections 1 and 2 of this Article shall be the maximum guaranteed
        amount.
 
 Article
        4  Pledged
        Assets
 
 Please
        see the attached “pledged asset list" for detailed information regarding the
        pledged assets.
 
 During
        the guarantee period, when there is any damage, loss or government seizure
        related to the pledged assets, Beneficiary has the priority right to collect
        insurance premium, damage reimbursement or any reimbursement. Even if the
        term
        of the main loan has not matured, Beneficiary can collect insurance premium,
        damage reimbursement or any reimbursement.
 
 Article
        5  Registration
 
 If
        the
        law requires the registration of the security interest granted herein, Guarantor
        and Beneficiary shall go through the registration formalities with the relevant
        registration agencies within 30 days after the execution of this
        agreement.
 
 If
        any
        items pursuant to the registration changes thereafter, Guarantor and Beneficiary
        shall amend the registration within 30 days.
 
 Article
        6  Possession
        and Storage of the Pledged Assets
 
 The
        pledged assets under this agreement shall be possessed and stored by Guarantor.
        However, any ownership receipts or titles shall be deposited with Beneficiary.
        Guarantor shall accept Beneficiary’s inspection at any time.
 
 Guarantor
        shall properly store, perform necessary daily maintenance of the pledged
        assets
        and adopt measures to preserver the pledged assets in whole; if the pledged
        assets require repairs, Guarantor shall arrange for such repairs and shall
        bear
        the cost.
 
 Without
        the written consent of Beneficiary, Guarantor shall not transfer, lease,
        lend,
        or use pledged assets as capital contribution, modify, remodel or otherwise
        change the status of the pledged assets in whole or in part. Even with the
        written consent of Beneficiary, the proceeds from the disposal of the pledged
        assets shall be used to pay off the main loan in advance or to deposit with
        a
        third party appointed by Beneficiary.
 
 2
 Article
        7  Decrease
        Value of the Pledged Assets
  Prior
        to
        the total repayment of the main loan of this agreement, if the value of the
        pledged assets decreases because of Guarantor’s own conducts, Beneficiary has
        the right to request that Guarantor immediately cease all such conducts.
        If the
        value of the pledged assets has decreased, Beneficiary has the right to request
        that Guarantor recover the value of the pledged assets or to provide additional
        pledged assets equal to the decreased value. If Guarantor fails to recover the
        decreased value and fails to provide additional pledged assets, Guarantor
        has
        the right to request Borrower to repay the loan prior to the loan maturity
        date.
        If Borrower can not repay the loan, Beneficiary has the right to excise the
        rights under this agreement.
 
 If
        any of
        the pledged assets is lost or decrease in value because of natural disaster,
        accidents, third party interference or other reasons, Guarantor shall take
        proper measure to stop the expansion of the loss and shall make written notice
        to Beneficiary immediately.
 
 Article
        8  Proceeds
 
 If
        Borrower is unable to make timely payment or fails to perform any obligations
        as
        described in this agreement, such as to cause the pledged assets to be seized
        by
        the People’s Court, Beneficiary shall have the right to collect all resulting
        and legally mandated proceeds therefrom beginning from the date of seizure,
        excepting those proceeds for which Beneficiary fails to notify the parties
        obligated to pay such proceeds. All proceeds shall first be applied toward
        the
        related collection expenses.
 
 Article
        9 Insurance
        of the Pledged Assets
 
 Guarantor
        shall purchase insurance with the proper type of insurance and the term of
        the
        insurance from an insurance company which both parties have agreed. The total
        insured amount shall not less than the assess value of the pledged assets.
        The
        content of the insurance policy shall meet the Beneficiary’s requirement and
        shall not have any restriction condition that is adversary to the interest
        of
        Beneficiary.
 
 Prior
        to
        the total repayment of the main loan, Guarantor cannot interrupt, terminate,
        revise or change the insurance policy for any reason. Guarantor shall also
        adopt
        all reasonable and necessary measures to ensure the validity of the insurance
        under this agreement. If Guarantor fails to purchase insurance or violate
        any of
        the subsection above, Beneficiary can decide to obtain insurance or renew
        the
        insurance, all related expense to be borne by Guarantor. Beneficiary shall
        also
        have the right to apply any loss to the balance of the main loan.
 
 Within
        30
        days from the execution of this agreement, Guarantor shall provide Beneficiary
        with an original copy of the insurance policy and also transfer to Beneficiary
        all rights to the insurance premium to be held until the main loan is repaid
        in
        full.
 
 Article
        10  Obligations
 
 If
        Borrower fails to make loan payment on a scheduled payment date or prepayment
        date under the main loan agreement, Beneficiary shall have the right to exercise
        its rights under this agreement and shall have priority to the pledged assets
        up
        to the maximum guaranteed amount pursuant to Article 3 of this
        agreement.
 
 3
 Scheduled
        payment date herein shall refer to such date, the premium payment date and
        interest payment date or any other agreed date on which Borrower shall make
        any
        payment to Beneficiary. The prepayment date shall refer to any date proposed
        by
        Borrower and agreed to by Beneficiary prior to the loan maturity date, or
        such
        date that Beneficiary request Borrower to make payment on premium, interest
        and/or other fund prior to the loan maturity date, in accordance with this
        agreement.
 
 Article
        11  Exercise
        and Term of Security Rights
 
 After
        the
        execution of this agreement, Beneficiary shall have the right to exercise,
        in
        whole or in part, all of its rights over the pledged assets.
 
 With
        respect to each loan, Beneficiary must exercise its rights within the
        corresponding statute of limitation. If a loan is to be repaid in installment,
        the statute of limitation shall begin to run from the payment expiration
        date of
        the last installment of the loan.
 
 Article
        12  Disposal
        of Pledged Assets
 
 After
        the
        execution of this agreement, Beneficiary shall have the right to negotiate
        with
        Guarantor regarding the sale or auction the pledged assets, and the resulting
        proceeds shall be applied first to repayment of the main loan. If the parties
        cannot reach an agreement, Beneficiary may initiate proceeding before the
        People’s Court to force the auction of the pledged assets. The proceeds from the
        disposal of the pledged assets shall be applied first to expenses relating
        to
        such disposal, with the balance to be applied toward the main loan.
 
 If
        the
        main loan is secured by assets other than the pledged assets, such other
        assets
        shall not affect the rights of Beneficiary herein.
 
 Article
        13  Relationship
        between this Agreement and the Main Loan Agreement
 
 Any
        amendment to the main loan agreement relating to extension of term shall
        require
        the prior written consent of Beneficiary. Absent such consent or if Beneficiary
        refuses to grant consent, Guarantor shall be liable for the maximum guaranteed
        amount.
 
 Any
        other
        amendment to the main loan agreement or to any individual agreement thereunder
        or to a specific loan shall not require Beneficiary’s prior written consent,
        provided that Guarantor shall continue to be liable for the maximum guaranteed
        amount.
 
 Beneficiary
        and Guarantor may mutually agree to amend the maximum guaranteed amount as
        specified in Article 3 of this agreement.
 Any
        amendments hereto shall not affect the rights of any other beneficiary of
        the
        pledged assets that is not a party to this agreement and that did not consent
        to
        such amendment in writing.
 
 4
 Beneficiary
        shall have the right to transfer in whole or in part any rights under this
        agreement to any Bank of China Corp. related entity or to any third party
        without the prior consent of Guarantor, and any such transfer shall not diminish
        or eliminate Guarantor’s obligations, and Guarantor shall cooperate with
        Beneficiary or the intended transferee with respect to the registration of
        such
        transfer.
  Article
        14 Representations
        and Warranties
 
 Guarantor
        hereby represents as follows:
 
 1.
              Guarantor
                  isduly
                  existing and in good standing in its jurisdiction of formation
                  and have
                  the right to conduct its business and the legal ownership and right
                  to
                  dispose of the pledged assets.
 
 2.
              There
                  are no co-owners of the pledged assets, or has secured the written
                  consent
                  of co-owners, if any, which shall be deposited with Beneficiary
                  prior to
                  the execution of this agreement.
 
 3.
              Guarantor
                  fully understands the terms of the main loan agreement, the signature
                  and
                  execution of which are based on Guarantor’s actual intent and pursuant to
                  legal and valid authorization under the bylaws and relevant internal
                  corporate governance documents. If Guarantor provides guaranty
                  to any
                  third party, such guaranty shall require the prior approval of
                  Guarantor’s
                  board of directors and shareholders. The amount of this agreement
                  shall
                  not exceed any amount limited pursuant to the bylaws of Guarantor.
 
 The
        entering into or execution of this agreement shall not violate the terms
        of any
        binding agreements or any legal documents. Guarantor has obtained all necessary
        permission, license, registration for the purpose of entering into this
        agreement.
 
 4.
              Guarantor
                  represents that all material documents provided to Beneficiary
                  are
                  accurate, true, complete and valid.
 
 5.
              There
                  are no other undisclosed parties other than Guarantor having claims
                  over
                  the pledged assets.
 
 6.
              Guarantor
                  shall timely notify Beneficiary when a third party asserts a claim
                  over
                  any of the pledged assets, or if such pledged asset is seized or
                  is
                  involved in a major legal
                  proceeding.
 
 7.
              If
                  a pledged asset involves on-going construction, Guarantor represents
                  that
                  there is no third party beneficiary that has priority over Beneficiary,
                  and if such third party has priority, Guarantor represents that
                  it has
                  secured the necessary release of priority from such third party,
                  which
                  shall be deposited with
                  Beneficiary.
 
 5
 Article
        15.  Breach
 
 After
        the
        execution of this agreement, if Guarantor refuses to register or cause delay
        in
        the registration of the pledged assets, thereby preventing this agreement
        and
        the security interest from becoming effective, this shall constitute a breach
        of
        this agreement, and Guarantor shall reimburse Beneficiary for any resulting
        damages.
 
 Article
        16  Related
        Party and Related Party Transaction Disclosure
 
 The
        parties agree as follows: Beneficiary
        has determined that Guarantor is a group client in accordance with the
        Commercial Banking Group Client Credit Risk Management Guide. Guarantor shall
        periodically report to Beneficiary of any transaction involving an amount
        greater than 10% of Guarantor’s reported net asset, including the relationship
        of the parties of the transaction, pursuant to Article 17 of the Commercial
        Banking Group Client Credit Risk Management Guide.
 
 Article
        17  Default
 
 The
        following shall be deemed an event of default:
 
 1.
              Guarantor
                  transfers, leases, contribute, modify, revise or otherwise change
                  the
                  pledged assets, in whole or in
                  part;
 
 2.
              Guarantor
                  prevents or otherwise interferes with Beneficiary’s exercise of its rights
                  under this agreement;
 
 3.
              Upon
                  the decrease in value of the pledged assets as set forth in Article
                  7 of
                  this agreement, and Guarantor fails to recover the decreased value
                  or to
                  provide additional pledged assets;
 
 4.
              Guarantor
                  makes untrue statement or violates any of the representations and
                  warrants
                  set forth in this agreement;
 
 5.
              Guarantor
                  violates any terms of this
                  agreement;
 
 6.
              Guarantor
                  ceases all operations, is dissolved or files for bankruptcy;
                  and
 
 7.
              Guarantor
                  causes an event of default of any contract of which Beneficiary
                  or any
                  other Bank of China related entity is a
                  party.
 
 In
        the
        event of default, Beneficiary shall have the right to take any one or all
        of the
        following actions:
 
 6
 (a)  To
        require Borrower and/or the guarantor to take corrective actions within a
        specified time period;
 
 (b)  To
        halt,
        reduce or terminate all or part of Guarantor’s credit limit;
 
 (c)  To
        halt,
        reduce or terminate all or part of Guarantor’s then pending fund withdrawal
        request, as well as any non-withdrawn fund;
 
 (d)  To
        declare any outstanding amount owing to Beneficiary, whether or not pursuant
        to
        this agreement, immediately due;
 
 (e)  To
        terminate this agreement in whole or in part, or to terminate such other
        agreements between Beneficiary and Guarantor;
 
 (f)  To
        obligate Guarantor to pay all damages resulting from the event of
        default;
 
 (g)  To
        exercise its rights with respect to the pledged assets; or
 
 (h) To
            take
            any such other actions as Lender may deem necessary.
 
 Article
        18 Reservation
        of Rights
 
 Any
        party’s failure to require strict performance by the other party of any
        provision of this agreement shall not waive, affect, or diminish any right
        of
        that party thereafter to demand strict performance and compliance therewith.
 
 Each
        party has all rights and remedies provided under by law and under this
        agreement. A party’s waiver or delay of any of its rights is not a continuing
        waiver, election, or acquiescence.
 
 Article
        19  Amendment
        and Termination
 
 This
        agreement may be amended in writing by the parties after discussion, any
        such
        amendment being made a part of this agreement.
 
 Except
        as
        otherwise required by law or by contract, no right herein shall terminate
        prior
        to the termination of this agreement.
 
 Except
        as
        otherwise required by law or by contract, each provision of this agreement
        is
        severable from every other provision in determining the enforceability of
        any
        provision.
 
 Article
        20  Governing
        Law; Dispute Resolution
 
 This
        agreement shall be governed by the laws of the People’s Republic of
        China.
 
 7
 After
        this agreement is in effect, any dispute arising therefrom shall be resolved
        by
        the parties through negotiation. If the dispute remains unresolved, the parties
        agree to resolve in accordance with the terms of the main loan agreement.
        During
        the period of dispute resolution, the dispute shall have no effect on the
        parties’ obligations pursuant to the remaining terms of this agreement that are
        not in dispute.
 
 Article
        21  Fees
 
 Except
        as
        otherwise required by law or by contract, all fees incurred in preparing
        or
        carrying out this agreement, or relating to any dispute arising from this
        agreement (including but not limited to legal fees) shall be borne by Guarantor.
 
 Article
        22  Attachments
 
 The
        following attachments have been negotiated by the parties and shall constitute
        a
        part of this agreement, having the same legal effect:
 
 (a)  Schedule
        of Pledged Assets
 
 Article
        23  Other
        Agreements
 
 1.
              Guarantor
                  may not assign or otherwise transfer any rights or obligations
                  under this
                  agreement to a third party without Beneficiary’s written
                  consent.
 
 2.
              Guarantor
                  hereby consent to the assignment or transfer by Beneficiary of
                  its rights
                  and obligations under this agreement to another Bank of China related
                  entity, with such entity, upon assignment or transfer, having all
                  rights
                  of Beneficiary under this agreement, including the right to initiate
                  legal
                  proceeding in the name of Lender to enforce this
                  agreement.
 
 3.
              This
                  Agreement binds and is for the benefit of the successors and permitted
                  assigns of each party, to the extent that doing so shall not effect
                  any
                  other terms of this agreement.
 
 4.
              Except
                  as otherwise contracted, notices shall be provided to the parties
                  at the
                  addresses and contact information contained herein, and each party
                  shall
                  notify the other party in writing in the event such information
                  changes.
 
 5.
              All
                  titles and headings used in this agreement are for purpose of reference
                  only, and shall not be used to define the rights and/or obligations
                  of the
                  parties herein.
 
 Article
        24  Effectiveness
        and Creation of Security Interest
 
 This
        agreement shall become effective upon execution by the legal representatives
        of
        the parties hereto, and the application of their respective seals, provided
        that
        if the law requires the registration of the pledged assets, then this agreement
        shall become effective after such registration. The security interest becomes
        effective upon the effectiveness of this agreement.
 
 8
 This
        agreement shall have three original copies with equal legal effect, with
        each
        party to hold one such copy.
 Guarantor:
                Beneficiary:Dalian
                    Chuming Food Co., Ltd.
                Bank
                    of China Corp., Liaoning Branch[seal]
                [seal]Legal
                    Representative: /s/ MA Fengqing
                Authorized
                    Representative: /s/ [eligible]November
                    30, 2007
                November
                    30, 2007
 9
  Attachment
 (Schedule
        of Pledged Assets)
 No.
        2007
        Bank of China Liaoning Branch 017
 
 **Assets**
              **Quantity**
              **Assessed
                  Value**
              **Ownership**
                **(Registration
                  No.)**
              **Location**
              **Registration
                  Agency**Land
                  use rights
              48,461.10
                  square meters
              RMB
                  40.27 million
              2003
                  No. 04009
              Dalian,
                  Ganjingzhi District, Xingzhaizhi Village, Lizhi Mountain
              Ganjingzhi
                  District Real Property Registration Agency
  10