Exhibit 10.12

     

    LABOUR CONTRACT

    


    Weifang Taihong Feed Co.,
Ltd.
(hereinafter referred to as “Party A”) and Gao
Ai’ping
(hereinafter referred to as “Party B”) entered into this labor contract. Based
on equality and friendly negotiation, Party A and Party B agree the following
items in accordance with the Labor Laws of the People’s Republic of China
(“PRC”):

    


    
      	
              I.

            	
              Term

            


    

    


    The term
of this contract is ten years, from July 15 th , 2000 to
July 15 th , 2010, with the
first 3 months being a probation period.

    


    
      	
              II.

            	
              Scope
      of Employment

            


    

    


    
      	
              1,

            	
              Party
      B agrees to take the position of technician in the technical department in
      accordance with Party A’s need.

            
	
              2,

            	
              Party
      B should accomplish the regular work and other tasks.

            
	
              3,

            	
              Within
      the terms of this contact, Party A is entitled to transfer Party B’s
      working position in accordance with Party A’s need and Party B’s
      competence (specialty and ability) and
  performance.

            


    

    


    
      	
              III.

            	
              Working
      Hours, Leave & Holidays

            


    

    


    
      	
              1,

            	
              Working
      Hours

            
	
              1.1,

            	
              Party
      B shall work 8 hours per day, overall 5 days per week.

            
	
              1.2,

            	
              Party
      A shall apply the comprehensive-working-hours method, and the overall
      working hours per week shall not exceed 40
  hours.

            


    

     

    In the
event that Party A requires Party B to work overtime in accordance with Party
A’s needs, Party B shall comply with the arrangement. The overtime working hours
and compensations for them will be executed in conformance with relevant
government laws and regulations.

    


    
      	
              2,

            	
              Party
      B is entitled to PRC statutory holidays, and leave for maternity,
      marriage, mourning with pay in accordance with relevant government laws
      and regulations.

            


    

    


    
      	
              IV.

            	
              Training,
      Working Conditions and Labor
Protection

            


    

    


    
      	
              1,

            	
              Party
      B should take part in training about safety in production, laws, and
      corporate bylaws, arranged by Party A conforming to relevant government
      laws and regulations.

            
	
              2,

            	
              Party
      A shall provide Party B with a safe working site in accordance with
      governmental standards, to ensure Party B’s safety and
    health.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

    
      	
              3,

            	
              Party
      A shall provide Party B with safe, healthy working conditions and safety
      protective equipment conforming to the relevant provisions of the
      state.

            


    

     

    
      	
              V.

            	
              Salary,
      Insurance & Welfare

            


    

     

    
      	
              1,

            	
              Salary

            


    

     

    
      	
              1.1,

            	
              Party
      A shall apply wage grading system according to relevant provisions of the
      state; and decide Party B’s monthly salary before taxation according to
      his/her position.

            


    

     

    
      	
              1.2,

            	
              Party
      A may provide a raise for Party B according to Party A’s operating results
      and Party B’s performance.

            


    

     

    
      	
              2,

            	
              Insurance
      & Welfare

            


    

     

    
      	
              2.1,

            	
              During
      the term of employment, Party A shall cover endowment, medical,
      unemployment insurance, and other social insurance for Party B in
      accordance with provisions of the state and local
    government.

            
	
              2.2,

            	
              Party
      A shall provide Party B with welfare equipments.

            
	
              2.3,

            	
              In
      the event Party B has been sick and obtained permissions from appointed
      hospitals, Party B is entitled to sick leave with pay in certain periods,
      and salary during such leave shall follow government and Party A’s
      regulations.

            


    

    


    
      	
              VI

            	
              .Labor
      Disciplines

            


    

    


    Party A
and Party B shall comply with laws, regulations and policies of the state. Party
B shall comply with the working disciplines and regulation, and will not
disclose or use the confidential information of Party A to pursue illegal
interests for him/her, other entities, or for personal interests.

    


    
      	
              VII.

            	
              Revocation

            


    

    


    
      	
              1,

            	
              Party
      A may revoke this contract, if:

            
	
              1.1,

            	
              Party
      B proves unqualified for the job during the probation
    period;

            
	
              1.2,

            	
              Party
      B seriously violates the labor disciplines or bylaws of Party
      A;

            
	
              1.3,

            	
              Party
      B causes great loss to Party A due to serious dereliction of duties or
      malpractice for selfish ends;

            
	
              1.4,

            	
              Party
      B will be held accountable for criminal activities in accordance with the
      law;

            


    

    


    
      	
              2,

            	
              If
      any of the following circumstances exist, Party A may revoke this contract
      upon 30 days notice:

            
	
              2.1,

            	
              Party
      B is unable to take up his or her original jobs nor any kinds of new jobs
      specified by Party A after completion of medical treatment for their
      illnesses or injuries not suffered during
work;

            


    

      

    
      	
              2.2,

            	
              Party
      B is incompetent in his or her job and remains so even after training or
      reassignment;

            
	
              2.3,

            	
              No
      agreements on an alteration of employment contracts can be reached through
      consultation between and by the two parties involved when major changes
      taking place in the objective conditions serving as the basis of the
      conclusion of these contracts prevent them being
    implemented;

            


    

    


    
      	
              3,

            	
              Party
      B, when planning to revoke this contract, should provide a written notice
      to Party A in 30 days in advance.

            


    

    


    
      	
              4,

            	
              If
      any of the following circumstances exist, Party B can, at any time revoke
      this contract:

            


    

    


    
      	
              4.1,

            	
              During
      the probation period, as agreed by the two parties, Party B continues to
      work at the original position for one week and deal with the transference
      of the job, with Party A continue to be responsible for the employment
      contract;

            
	
              4.2,

            	
              Failure
      on the part of Party A to provide Party B the compensation or working
      conditions as agreed upon in this contract;

            
	
              4.3,

            	
              If
      Party B is forced to work by Party A through means of violence, threat or
      deprival of personal freedom in violation of
  law.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5,

            	
              The
      Contract can be revoked by both parties through friendly
      negotiation.

            


    

    


    
      	
              6,

            	
              If
      any of the following circumstance occurs, Party A shall not revoke this
      contact in accordance with the provisions of Section
      VII.2:

            
	
              6.1,

            	
              Party
      B is confirmed to have totally or partially lost his or her labor ability
      due to occupational diseases or work-related injuries;

            
	
              6.2,

            	
              Party
      B is receiving treatment for his or her diseases or injuries during the
      prescribed period of time;

            
	
              6.3,

            	
              Party
      B is a female employee during her pregnancy, puerperal, or nursing
      periods;

            
	
              6.4,

            	
              Others
      cases stipulated by laws and administrative decrees.

            
	
              7,

            	
              Indemnification
      to Party B due to the Revocation or Termination of this
      Contract:

            
	
              7.1,

            	
              Party
      A should complete the dismissal procedures at appointed institutions
      within the required period.

            
	
              7.2,

            	
              At
      the termination of this contract, Party B shall be compensated according
      to the regulations of Labor Contract Article, if
    applicable.

            


    

    


    
      	
              VIII.

            	
              Conventional
      Provisions

            


    

    


    
      	
              1,

            	
              Should
      Party B receive training financed by Party A, or accept other materials
      provided by Party A, the required terms should be renewed in another
      contract.

            
	
              2,

            	
               

            
	
              3,

            	
               

            


    

     

    
      	
              X.

            	
              Responsibility
      for Violations of this Contract

            


    

     

    
      	
              1,

            	
              In
      the event that either Party breaches any provision of the Contract that
      results in the other party’s incurring economic losses, the Party in
      breach shall be liable to compensate the other party for the corresponding
      economic losses.

            


    

     

    
      	
              2,

            	
              The
      Party in breach shall be liable for the
  responsibility.

            


    

     

    
      	
              X.

            	
              Settlement
      of Disputes

            


    

     

    Any
disputes arising from the execution of the contract shall be settled through
friendly consultations between both parties. In the case that no settlement can
be reached through consultations, either party may submit the dispute directly
to a competent labor Arbitration Commission for arbitration within 60 days after
the date of dispute; If no settlement is arrived through arbitration, either
party may submit the dispute directly to the courts in Party A’s location within
15 days after the date of arbitration.

     

    
      	
              XI.

            	
              Others

            


    

     

    
      	
              1,

            	
              This
      contract shall come into effect after signature by both parties. This
      contract is made in two original copies, which have the same legal
      effectiveness, with one copy to be held by each
  party

            


    

     

    
      	
              2,

            	
              The
      revision and explanation of this contract should comply with mutual
      consents.

            


    

     

    Any
issues shall be settled in accordance with the laws, statutory regulations or
policies should any disagreement occur between any part of this contract and the
existing laws, statutory regulations or policies.

    


    
      	
              Party A:   

            	
               

            	
               

            
	
               

            	
              Signature:   

            	
              Weifang
      Yuhe Poultry Co., Ltd.

            
	
               

            	
              Date:
      July 15 th ,
      2000

            


    

    


    
      	
              Party
      B:

            	
               

            
	
              Signature:   

            	
              Gao
      Ai’ping

            
	
              Date:
      July 15th, 2000