English Translation) Cooperation Agreement for Organic Authentication of Miyun/Yanshan Chestnut

Exhibit
      10.8
 
(English
      Translation)
Cooperation
      Agreement for Organic Authentication
of
      Miyun/Yanshan Chestnut 
 
Party
      A:
      Beijing Green FoodStuff Co., Ltd. (hereinafter referred to as Party
      A)
 
Party
      B:
      Chestnut Cooperative Association, Lizhenzhai Village, Gaoling Town, Miyun County
      (hereinafter referred to as Party B) 

Date:
      May
      18th 2006.

Validity:
      from May 8th 2006 to December 8th 2014. 
 
(Copyright
      of this agreement is reserved only to Beijing Green FoodStuff Co.,
      Ltd.)
 
 
 

          
        
 
 
Article
      1 General Provisions



        
          1.  
          Basis
              of Authentication: according to relevant policies specified in
              “Incentive
              for Development of Urban Modern Agriculture and Increase of Farmers’
              Income”
              issued by the government of Miyun County (Mizhengfa No. [2006] 21)
              and the
              developing trend of the chestnut markets both at home and abroad, in
              order
              to further improve the competing ability of Xxxxx Xxxxxxxx (Yanshan
              Chestnut) in the markets both at home and abroad and to take more chestnut
              market shares, to cultivate and develop the high-class brand of organic
              chestnut, to raise agricultural productivity and farmers’ incomes, and to
              make sustainable and healthy development of chestnut production, in
              the
              principles of equality and voluntary, mutual benefit and joint
              development, and after discussions with the cooperative association,
              this
              agreement is made and entered into as
              follows.

        



        
          2.  
          Method
              of authentication: according to the principle of “Renovation of Mechanism
              and Group Development” set forth in document of Mingzhengfa No.[2006] 21,
              and in consideration of production and sales of Miyun chestnuts in
              recent
              years as well as the construction of chestnut organic food base in
              the
              year 2006, the method of authentication is conducted as the market
              orientation of both the enterprise and the
              bases.

        



        
          3.  
          Main
              applicant for authentication: Beijing Green Foodstuff Co., Ltd. shall
              be
              the main applicant for authentication of organic chestnut growing base,
              and the chestnut base of Lizhenzhai village, Gaoling town shall be
              the
              base to be authenticated, of which total areas are about 1,000 mu(see
              appendix for numbers of trees, output and distribution of lots).
              

        



        
          4.  
          Authentication
              body: after checking authentication bodies both at home and aboard,
              Organic Food Authentication Center of China Administration Bureau of
              Environment Protection was selected. Fruit Tree Center of Miyun Forest
              Bureau was selected to provide technical direction, in charge of making
              the technical enforcing plan for chestnut organic production and of
              rebuilding measures.

        



        
          5.  
          Period:
              it takes 8 years, starting from May 2006 to December
              2014.

        



        
          6.  
          Two
              Parties’ Confirmation: Beijing Green FoodStuff Co., Ltd. is Party A, and
              the cooperative association that owns the organic chestnut growing
              base is
              Party B (hereinafter separately referred to as Party A and Party B).
              In
              addition, a general verification team shall be set up, which consists
              of
              Miyun Agriculture Committee as the leader and county finance bureau,
              forest bureau, Goaling Town People’s government and Beijing Green
              FoodStuff Co., Ltd. as members. The team shall be responsible for daily
              supervision, examination, instruction and
              verification.

        



        
          7.  
          Use
              of Special Funds. Party A has the rights to use the authentication
              fee
              funds allocated by the government, and Party B has the rights to use
              funds
              for the planting and production activities verified by the general
              verification team. Nevertheless, no fund shall be used for those chestnut
              growing farms which fail to pass the verification.
              

        
 
 
 

          
        
 



        
          8.  
          Party
              A shall possess the ownership of using the organic product certificates
              and logos for chestnut growing farm.

        

Article
      2 Rights, Obligations and Responsibilities of Party A



        
          1.  
          Party
              A shall apply for organic authentication of Miyun/Yanshan chestnuts
              in
              accordance with the requirements of domestic and international markets
              and
              obtain certificates of International (OCIA), Japan (XXX), the United
              States (NOP), and EU (EU2092/91) and Chinese certificates within 1-3
              years.

        



        
          2.  
          Party
              A has the rights to manage and use the certificates, logos of transforming
              organic chestnut products and the certificates and logos of formal
              organic
              chestnuts. Party A shall take costs of authentication and annual
              inspection. In the events of cut-off, bankruptcy, change or asset transfer
              occurred to Party A, Party B shall have the rights to use the certificates
              and logos.

        



        
          3.  
          Party
              A shall take part into examination, supervision and verification of
              chestnut production, management and technology implementation. It has
              the
              rights to participate in and to decide the environmental requirements
              for
              the base, the reservation of inter-plants and the training and personnel
              arrangement of base inspectors. 

        



        
          4.  
          Determination
              of the price of organic chestnuts: minimum purchasing price of the
              first
              class standard chestnut (110-140 nuts/KG) is 6.20RMB yuan/KG. Whenever
              market price is over 6.20 yuan/KG, purchasing price of transforming
              products shall be raised by 5-10% and purchasing price of organic
              chestnuts shall be raised by 11-20% based on the average price of the
              markets in Miyun and around. Both parties shall determine the average
              market price of the current year in Miyun and
              around.

        



        
          5.  
          Party
              A shall purchase all organic chestnuts from the farms which have passed
              the verification with the price agreed. However, Party A has the rights
              to
              refuse all products from the base, if organic chestnuts are not produced
              in accordance with organic production standard, or fraud, mixture of
              poor
              quality products, or any other willful activities found. Party B shall
              take all the legal responsibilities and compensate Party A for any
              economic losses caused by Party B

        



        
          6.  
          Party
              A has the rights to make claims against Party B for the failure to
              protect
              and fulfill Party A’s intellectual property rights (including the
              authentication certificate rights, use rights of logo, copyright of
              the
              contract). In such circumstance, 100,000 yuan of penalty shall be charged
              to Party B for each breach and Party A has the rights to terminate
              the
              agreement and claim against Party B.

        
 
 
 

          
        
 
 
Article
      3 Rights, Obligations and Responsibilities of Party B



        
          1.  
          Party
              B shall carry out production management to chestnut growing farmers
              in
              accordance with the requirements of organic production management and
              technical measures and 6 unifications so as to ensure the conduct of
              authentication to process as planned. In detail, the 6 unifications
              are
              unified organization and training, unified growth of inter-plants,
              unified
              format of production record, unified collection, purchase, classification,
              coding storage of the products, independent freight settlement, unified
              execution of product quality commitment letter with farmers, and unified
              implementation of technical measures.

        



        
          2.  
          Subject
              to local farming activities and seasons, Party B is obligated to
              positively complete all kinds of organic production in accordance with
              requirements of schedule, quality and quantity. It shall conduct internal
              production check pursuant to organic production
              standard.

        



        
          3.  
          Party
              B shall accept supervision, check, management and verification done
              by
              Party A, the authentication center, the Fruit Tree Center of Miyun
              Forest
              Bureau and the general verification team and so on. It shall also submit
              party A relevant reports, internal check records or restructuring measures
              requested by authentication body or authorities.
              

        



        
          4.  
          Party
              B shall strictly abide by the “Rule
              on Technology of Organic Food’s Production”
              to
              make sure that all goods put into the production in the base are in
              accordance with the requirements. and ensure the quality, quantity
              and
              time schedule. No non-organic goods are used. In case that Party A
              finds
              any fraud done by Party B, it has the rights to refuse to sign the
              acceptance letter.

        



        
          5.  
          Party
              B shall, with spirits of honesty, provide Party A with organic
              transforming chestnuts or organic chestnuts. No mixture of organic
              chestnuts with normal chestnuts is allowed. Without consent of Party
              A,
              Party B shall not sell the products to others. In the event of finding
              so,
              Party A has the rights to refuse to purchase Party B’s
              products.

        



        
          6.  
          Party
              B shall promptly complete quantity of organic chestnuts as planned
              by
              Party A. All chestnuts purchased by Party A shall be classified under
              international and domestic criterions or Party A’s standard and prices
              shall be determined as per quality. Party A shall not refuse qualified
              products and lower classification or reduce price. In such circumstance,
              Party B has the rights to claim against Party
              A.

        
 
 
 

          
        
 
 


        
          7.  
          Payment
              terms. Party B shall be responsible for sending qualified chestnuts
              to
              Party A’s factory. After receiving the products, Party A shall make
              payment. In the event of delayed payment, penalty shall be charged
              to
              Party A at basis of the current interest rate of the bank.
              

        

Article
      4 Liabilities
 
In
      case
      that any party breaches the agreement during term of the agreement and economic
      loss is caused to the other Party, the parties shall solve it by negotiation.
      In
      the event of failure, any party has the rights to submit it to Miyun court
      for
      judgment. 

Article
      5 Miscellaneous



        
          1.  
          This
              agreement is written in four copies, of which each party holds one
              copy,
              and one copy is filed to the County Agriculture Committee and one copy
              is
              filed to the Fruit Center of Forest Bureau. This agreement shall become
              effective at the date of signatures and stamps affixed by both
              Parties.

        



        
          2.  
          Pending
              matters, or supplementary shall be agreed by both
              parties.

        
 
Party
      A:
      Beijing Green FoodStuff Co., Ltd.
(Corporate
      Seal)
 
Authorized
      Representative: /s/ Lantao Li
 
Date:
      May
      18th 2006
 
Party
      B:
      Chestnut Cooperatives of Jiazhenzhai Village, Gaoling Town, Miyun County
(Corporate
      Seal) 
 
Legal
      representative: /s/ Xianfu Li
 
Date:
      May
      18th, 2006
 
 
 

          
        
 
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English Translation) Cooperation Agreement for Organic Authentication of Miyun/Yanshan Chestnut

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