Unassociated Document


    Supplemental
Agreement to Exclusive Business Cooperation Agreement

    


    This
Supplemental Agreement to Exclusive Business Cooperation Agreement (“this Supplemental Agreement”)
is made and entered into by and between the following Parties on January 1, 2011
in Jiaozuo, the People’s Republic of China (“China” or “PRC”):

    


    Party
A:                      Henan
Sky Fortune Ecological Technology Co., Ltd.

    
      	
              Address:

            	
              Floor
      4, Building 23, No. 1 Cuizhu Street, High and New Technology Industrial
      Development Zone, Zhengzhou, Henan Province,
  China

            


    

    


    
      	
              Party
      B:

            	
              Jiaozuo Yida
      Vegetable Oil Co., Ltd.

            


    

    
      	
               
      

            	
              Address:         West
      Fengshou Road, Jiaozuo

            


    

    


    Each of
Party A and Party B shall be hereinafter referred to as a “Party” respectively,
and as the “Parties” collectively.

    


    Whereas,

    


    
      	
              1.  

            	
              The
      Parties entered into an Exclusive Business Cooperation Agreement (“Original Agreement”) on
      July 12, 2010, according to which Party A will provide Party B with
      exclusive technical, consulting and other services in relation to Party
      B’s principal business utilizing its own advantages in human resources,
      technology and information;

            


    

    


    
      	
              2.  

            	
              The
      Parties agree to conclude a supplemental agreement pursuant to Article 2,
      Article 5.1 and Article 12 of the Original Agreement with respect to the
      undetermined issues in the Original
Agreement.

            


    

    


    


    Now,
therefore, through mutual discussion, the Parties have reached the following
agreements:

    


    
      	
              1  

            	
              Definition

            


    

    


    Except
for otherwise provided herein, the term used herein shall have the same meaning
as that of the term used in the Original Agreement.

    


    
      	
              2  

            	
              The
      Calculation and Payment of the Service
Fees

            


    

    


    Both
Parties agree to revise Article 2 of the Original Agreement as
follows:

    


    
      	
              2.1  

            	
               Party
      B shall pay an annual service fee to Party A in the equivalent amount of
      Party B’s audited total amount of net income of such year (the “Annual Service
      Fee”).

            


    

    


    
      	
              2.2  

            	
              Party
      B shall pay the Annual Service Fee for the previous year to the following
      account of Party A before __________ of each year (the “Due Date”) in RMB
      cash:

            


    

    Account
Name: Henan Sky Fortune Ecological Technology Co., Ltd.

    Opening
Bank:

    Account
Number:

    


    
      	
              2.3  

            	
              Upon
      the prior written consent by Party A, the Due Date of the payment of
      Annual Service Fee may be adjusted pursuant to the operational needs of
      Party B and such adjustment shall be confirmed in writing by both
      Parties.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              3  

            	
              Disposal
      of Assets

            


    

    


    
      	
              3.1  

            	
              Without
      the written consent of Party A, Party B shall not dispose (including but
      not limited to transfer, sell, donate, abandon, mortgage, pledge, etc.,
      hereinafter collectively referred to as “Dispose”) any of its
      assets (other than the sale of inventory in the ordinary course of Party
      B’s business as to which there shall be no limitation) valued more than
      RMB1 Million.

            


    

    


    
      	
              3.2  

            	
              Party
      A shall have the right to instruct Party B to dispose any of Party B’s
      assets, and use the gains from such disposal for any lawful
      purposes.

            


    

    


    4 Effectiveness
and Termination

    


    This
Supplemental Agreement is executed on the date first above written and shall
take effect as of such date.  If the Original Agreement were extended
or terminated, this Supplemental Agreement shall be simultaneously extended or
terminated.  This Supplemental Agreement and the Original Agreement
shall be equally binding to the Parties.

    


    5 Governing
Law and Resolution of Disputes

    


    
      	
              5.1  

            	
              The
      execution, effectiveness, construction, performance, amendment and
      termination of this Supplemental Agreement and the resolution of disputes
      hereunder shall be governed by the laws of
  China.

            


    

    


    
      	
              5.2  

            	
              In
      the event of any dispute with respect to the construction and performance
      of the provisions of this Supplemental Agreement, the Parties shall
      negotiate in good faith to resolve the dispute. In the event the Parties
      fail to reach an agreement on the resolution of such a dispute within 30
      days after any Party's request for resolution of the dispute through
      negotiations, any Party may submit the relevant dispute to the Zhengzhou
      Arbitration Commission for arbitration, in accordance with its
      then-effective arbitration rules. The arbitration shall be conducted in
      Zhengzhou, and the language used during arbitration shall be Chinese. The
      arbitration ruling shall be final and binding on both
    Parties.

            


    

    


    
      	
              5.3  

            	
              Upon
      the occurrence of any disputes arising from the construction and
      performance of this Supplemental Agreement or during the pending
      arbitration of any dispute, except for the matters under dispute, the
      Parties to this Supplemental Agreement shall continue to exercise their
      respective rights under this Supplemental Agreement and perform their
      respective obligations under this Supplemental
  Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6 Severability

    


    
      	
              6.1  

            	
              This
      Supplemental Agreement shall constitute an inseparable part of the
      Original Agreement. Except for otherwise expressly revised or superseded
      herein, the provisions of the Original Agreement shall remain in
      effective.

            


    

    


    
      	
              6.2  

            	
              In
      the event that one or several of the provisions of this Supplemental
      Agreement are found to be invalid, illegal or unenforceable in any aspect
      in accordance with any laws or regulations, the validity, legality or
      enforceability of the remaining provisions of this Supplemental Agreement
      shall not be affected or compromised in any aspect. The Parties shall
      strive in good faith to replace such invalid, illegal or unenforceable
      provisions with effective provisions that accomplish to the greatest
      extent permitted by law and the intentions of the Parties, and the
      economic effect of such effective provisions shall be as close as possible
      to the economic effect of those invalid, illegal or unenforceable
      provisions.

            


    

    


    7 Language
and Counterparts

    


    This
Supplemental Agreement is written in both Chinese and English language in two
copies, each Party having one copy with equal legal validity; in case there is
any conflict between the Chinese version and the English version, the
Chinese version
shall prevail.

     

    
 

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    IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to
execute this Supplemental Agreement to Exclusive Business Cooperation Agreement
as of the date first above written.

    


    


    Party
A: Henan Sky Fortune Ecological Technology Co., Ltd.

     

     

    By:
_/s/ Feng
Hexi_______

    Name:
Feng Hexi

    Title:Legal
Representative

    


    


    Party B: Jiaozuo Yida Vegetable Oil
Co., Ltd.

    


    


    By:
_/s/ Feng
Hexi__________

    Name:
Feng Hexi

    Title:Legal
Representative