Unassociated Document


    Exhibit
      10.1

    


    Supply
      and Sales Contract

    (English
      Summary/Translation)

     

    Contract
      No. 07nyc

    Date:
      October 8, 2007

    Buyer:
      SINOCHEM (the “Buyer”)

    Supplier:
      China Agritech, Inc. (the Supplier)

    


    Pursuant
      to the laws and regulations of the People's Republic of China
      ("PRC"),
      and on the basis of agreement reached through comprehensive negotiations, the
      Buyer and the Supplier enter into and consent to be bound by this supply and
      sales contract (the “Contract”) regarding the purchase of Green Vitality series
      products. 

    


    
      	1.  	
              Product
                name, categories, specification, unit price, amount and
                etc.

            


    

    


    
      	
              Name

            	
              Specification

            	
              Quantity

              øCase÷

            	
              Volume

              øLiter÷

            	
              Unit
                price

              (RMB/liter)

            	
              Amount

              øRMB÷

            
	
              Green
                Vitality

              (broad-spectrum)

            	
              180ml*50
                bottle/case

            	
              20,000

            	
              180,000

            	
              58.33

            	
              10,499,400

            
	
              Green
                Vitality

              (broad-spectrum)

            	
              15ml*300

              sack/case

            	
              160,000

            	
              720,000

            	
              66.67

            	
              48,002,400

            
	
              Total
                amount) :

            	
              RMB
                58,501,800 (approximate US$
                7,697,605)

            


    

    


    
      	2.  	
              Quality
                demand

            


    

    The
      quality and packing of the products provided by the Supplier should be in
      accordance with national laws and regulation. The Supplier also should provide
      all certificates needed in delivery and sales. 

    


    The
      Supplier should ensure that the products under this contract meet the current
      standard illustrated on the package, which have been confirmed by the Buyer
      prior to purchase. Meanwhile, the Supplier should handle all complaint from
      farmers immediately and give compensation for losses caused by quality issues
      in
      accordance with relevant laws and regulation.

    


    
      	3.  	
              Receiver,
                destination and delivery
                mode

            


    

    Destination
      of delivery will be the warehouse indicated by the Buyer, informed to the
      Supplier by facsimile. The Buyer should inform the Supplier 7 days before the
      delivery if the delivery destination needs to be changed. The Supplier is
      responsible for the delivery preparation and all delivery fees including the
      delivery to all the Buyer’s customers and the delivery to the warehouse.


    


    The
      Supplier should inform the Buyer the details of delivery including the
      destination, quantity and the receiver by fax right after the shipment. If
      the
      Supplier delivers the goods to wrong place or wrong receiver, the Supplier
      will
      not only be responsible to re-deliver the goods to the designated place and
      the
      receiver but also be responsible for the extra expenses or loss it cause to
      the
      Buyer due to the incidents. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Supplier should deliver all the products within 10 days after receiving the
      delivery notice (limited to per order at the quantity no more than 100 metric
      tons; there will be 5 days extension of delivery for the additional order of
      100
      metric tons.). If the Supplier cannot delivery the products on time, the
      purchase price should be paid on the lower market price when the price was
      lower
      upon the delivery. In addition, the Supplier should compensate the Buyer 5%
      of
      agreed total daily amount of goods as the delay penalty from the first day
      of
      delay and all the losses it caused to the Buyer due to the delay.

    


    
      	4.  	
              Sales
                region

            


    

    


    The
      Supplier shall assist the Buyer to exploit and expand the China market
      development as well as provide supports to promotions such as ads, promotional
      meeting, and technical service.

    


    
      	5.  	
              Payment

            


    

    


    The
      Supplier should check the actual sales of the Buyer per month and issue the
      invoice. The Buyer should make settlement of all payments within 5 days after
      receiving the invoice.

    


    6.
      Others:

    


    1.
      The
      Supplier will provide 100 technical staffs to assist the Buyer to expand the
      network of the retailing clients, fulfilling the agreed sales supports
      commitment. 

    


    2.
      The
      Buyer will advise the Supplier regarding products storage and related
      instruction of the delivery. The Supplier will be responsible for the storage
      and delivery expenses. Meanwhile, the Buyer will provide the full supports
      and
      conveniences for the Supplier’s technical staffs managing the related tasks
      during the process. 

    


    3.
      The
      Supplier will support the sales as follows:

    A.
      County-level AD 

    B.
      Technology support and operation training

    C.
      Ancillary promotional materials

    D.
      POP in
      local store

    E.
      Distributor conference and farmer conference

    F.
      Testing point

    G.
      Other
      supports approved by both of parts

    


    4.
      Any
      penalty, compensation, transportation, and economic damages shall be paid within
      10 days after settlement established via wiring transfer. The delay will be
      recognized and settled as the late payment violation. Neither party shall
      default the delivery or payment to offset any of the above payment.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    9.
      Effectiveness & dispute Settlement:

    


    This
      Contract is applicable with laws of People’s Republic of China. Both parties
      shall settle the disputes via negotiations possibly. Either party can file
      the
      case under the jurisdiction of the local people's court where the Plaintiff
      is
      located when the consensus cannot be reached.

     

    Neither
      the Buyer nor the Supplier is eligible to change or terminate this agreement
      without mutual agreement in written within the valid period (one year) of the
      contract. 

     

    This
      Contract has two originals, which are identical to each other, with each of
      the
      parties holding one copy. 

    


    
      	
              Buyer:
                SINOCHEM

            	
              Supplier:
                China Agritech, Inc.

            
	
              (Corporate
                Seal)

            	
              (Corporate
                Seal)

            
	
              By:
                

            	
              By:
                /s/ Yu Chang

            
	 	
              Yu
                Chang, CEO & President

            
	
              Tel:
                010-8807-9550

            	
              Tel:
                86-10-5962-1278

            
	
              Fax:010-8807-9625

            	
              Fax:
                86-
                10 -5962-1225