Woodland
and Plants Transfer Agreement

    


    Party
A: Tiantai County Manyuanchun Agriculture and Forestry Development Co.,
Ltd.

    Party
B: Fujian Zhangzhou Ding Neng Bio-Tech Co., Ltd.

    


    A, B, by
consensus the two sides, Party A agrees to transfer woodland use rights and
plants ownership to B, for the specific rights and obligations of both parties
to reach this contract.

    


    I.
Address of the forest, range, area

     

    Party A
transfers their lands and plants located in Tiantai County, Zhejiang Province
Shuinantang, an area of 1,000 mu, specific geographic location will be provided
by map by Party A, and agreed by Party B as the precondition of this
contract.

    


    II. Expiration date
of the terms of the contract

     

    The terms
of the contract will be expired on date of December 31, 2010.

    


    III. The conditions and
the material numbers of plants.

     

    Plants
located on the woodland are soapberries which have been growing for more than 5
years, 1,000 mu, a total of about 50,000 trees.

    


    IV. Property rights
and transfer of plants and woodland

     

    i) Party A shall
confirm that they have the valid ownership of lands and plants, and they did not
make any other actions to the use right of the lands and plants, e.g. without
pledge.

    ii)
By signing this contract, Party A must provide a copy of the certificate
to prove their ownership of the woodland and plants ownership. Moreover, the
copy of the certificate must be confirmed no doubt by party B.

    iii) Party A must
ensure that the relevant parties related to the transfering of ownership of
these lands and plants rights and obligations have been properly fulfilled, and
provided the appropriate documents.

    iv)
Party A should ensure the land use rights and plants ownership registered
in the party B’ name within 90 days after the commencement of the contract, and
completed "forest warrants."

    v)
The woodland consists with commercial forest planning.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    V. Harvest
index and harvest transport formalities

     

    Party A
shall assist party B to complete any license and required indicators during the
harvest transport process.

     


    VI. Calculation of
transfer payments and payment method

     

    The
number based on the agreed settlement: complying with the area
transfer from party A to B marked on forest warrants provided by A.

     


    Price:
the original soapberry trees growing over 5 years valued 20 million yuan per
1000 mu.

    Payment:

    (1) 8
million yuan payment will be paid after the signing of the
contract.

    (2) 7
million payment will be paid during applying forest warrants.

    (3) the
rest 500 million payment will be paid after change of the forest warrants (land
ownership).

    


    VII. The use rights of Roads
and forest facilities and resolution of the surrounding forest
dispute.

     

    i) In the
duration of the contract, party A shall ensure the normal operation of the
existing road of woodland including the surrounding places and the new roads
constructed by party B upon to the operating woodland. Furthermore, party A
shall be responsible for solving interference and bear the associated
costs.

    ii) The
original forest including the forest facilities available to the Party B without
any fee;

    iii) Party A has the
responsibility to help solve the security problem during party B operating the
woodland and to resolve disputes with the villagers and other
issues.

     


    VIII. Breach of the
Contract

     

    i) Loss to Part B
caused by the illegality, or dispute led by the unclearness of boundary of the
transferred woodland of Part A is to be compensated by Part A. 

    ii) When the related
parties do not fulfill the rights or obligation, which causes any financial loss
to Part B, Part A should compensate for the financial damage to Part
B.

    iii) In the case when
the ownership of Part A is not transferred to Part B within the time stated in
the contract, Part A should pay double the amount of deposit to Part
B

    iv) In the case of
interference of other sides which affected the operation of the woodland of Part
B, Part A has the right to refuse to pay the transfer fee of the area
interfered. And Part A should compensate for the damage made to Part
B


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    v) Part B should
compensate for the financial loss to Part A caused by the unsatisfactory status
of road.

    vi) In the case of
Party B does not pay the transfer fee within the timeline stated in the
contract, Part B should be fined at the bank loan interest rate during the
delayed period to Part A.

    vii) When either side
of the contract fail to fulfill the obligations, the breaching party is enforced
to make the full payment to the non-breaching party.

    viii) Part A is
enforced to take the responsibility when breaching the contract. The breaching
party should make the full compensation on time. Party B has the right of lien
or direct deduction from the contract settlement amount as the compensation for
Part A’s breaching.

    


    IX.
Supplementary

     

    (1) The
contract is effective from the signed date.

    (2) Matters
not covered in this contract, after agreed by the both sides of A and B
shall sign a supplementary contract.

    (3) Accessories
of this contract are part of the Contract, and have the same efficiency as the
contract.

    (4) Two
originals of this contract, one for Party A and one for party B.

     

    
      	
              Party
      A:

            	 
      	
              Party
      B

            
	
              Tiantai
      County Manyuanchun Agriculture

            	 
      	
              Fujian
      Zhangzhou Ding Neng Bio-Tech Co., Ltd.

            
	
              and
      Forestry Development Co., Ltd.

            	 
      	 
      
	 
      	 
      	 
      
	
              Representative:

            	
              Corporate Stamp

            	 
      	
              Representative:

            	
              Corporate
Stamp

            


    

    


    
      	
              Date:

            	
              11/23/2009

            	 
      	
              Date:

            	
              11/23/2009