Collaboration Agreement of Incorporation

Collaboration Agreement of Incorporation

Party A:  ▇▇▇▇▇▇ ▇▇ Biotechnology (Beijing) Co., Ltd. (“Party A”)

Party B:  Yalin Gu (ID number: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇) (“Party B”)

Party A and Party B, for the development of the grain industry in Chiina, through bilateral friendly consultations, reached the following agreement:

1. By the capital injection of both parties, Hebei YuGu Grain Co., Ltd. "(hereinafter referred to as the “Company”), will be incorporated and registered in Gaocheng City of Shijiazhuang, Hebei Province, as the entity for the investment and operation base in "the China  Grain Trading Center" project.

2. The scopes of operation of the Company are grains, beans, and potato sales; and self-operated or agency businesses in import and export of goods and technology.

3. The Company’s registered share capital will be Renminbi 10 million Yuan, of which Party A will invest Renminbi 7 million Yuan, accounting for 70% of the Company’s share capital; and Party B will invest Renminbi 3 million Yuan, accounting for 30% of the share capital.

4. The Board of Directors shall comprise of five members; four directors shall be appointed by Party A, and one director shall be appointed by Party B, and the Chairman of the Board shall be designated by Party A.  The Company shall set up the Audit Committee, and Party B shall appoint one member.

5. The Company’s Legal Representative shall be appointed by Party A, and the General Manager shall be appointed by the Board of Directors.

6. All other outstanding issues, if any, shall be resolved through bilateral consultations of both parties.

7. This Agreement shall become effective from the date of affixing the seal of Party A and execution by Party A and Party B.

Party A:  ▇▇▇▇▇▇ ▇▇ Biotechnology (Beijing) Co., Ltd.	Party B:  Yalin Gu
/s/ Authorized Person	/s/ Yalin Gu
Sign date:  July, 18, 2011	Sign date:  July, 18, 2011