Formof Employment Contract

Party A shall have the right to require Party B at any time to carry out such special projects or other functions compatible with Party B’s office and abilities as Party A shall in its absolute discretion determine.

Party A will pay or reimburse Party B for all reasonable and necessary out-of-pocket expenses incurred by him in the performance of his duties under this Agreement.  Party B shall keep detailed and accurate records of expenses incurred in connection with the performance of his duties hereunder and reimbursement therefor shall be in accordance with policies and procedures to be established from time to time by Party A.

Party A’s standard working hours shall be eight (8) hours per day and five (5) days per week.  As part of Party A’s management team, however, Party B is expected to work uneven or long hours or travel with irregular hours without additional overtime pay (other than his remuneration set out below).

Party A will provide Party B with all the necessary labor protections and working conditions in accordance with the Labor Law of the People’s Republic of China, effective January 1, 1995, and the rules and regulations promulgated thereunder (the “Labor Law of China” and together with the ECL, the “Labor Laws”).

As remuneration for Party B’s services, Party A shall pay to Party B a monthly base salary of RMB4,000 (which shall be deemed to accrue from day to day) payable in arrears at the end of each month.

Each fiscal year during the Term, Party B will be considered for a cash bonus.  The amount of such bonus, if any, shall be within the sole discretion of the board of directors of Party A. Party B’s receipt of such bonus shall be subject to the terms of the applicable plans, policies, practices and corporate governance standards of Party A, as the same may be amended from time to time.

Each fiscal year during the Term on December 31st, pursuant to the [Alpha Bermuda] 2009 Omnibus Securities and Incentive Plan, Party A shall grant Party B options to purchase 25,000 shares of common stock of Party A (“Options”) at an exercise price equal to the fair market value of Party A’s common stock on the date of grant.  The Options shall vest and become exercisable upon the one year anniversary of the grant date and shall expire on the sixth anniversary of the grant date.  Additional conditions of the Options shall be set forth in an incentive stock option agreement as approved by the Board of Directors of Party A.

In setting Party B’s compensation above, Party A has taken into consideration the nature of Party B’s position and duties, and such remuneration represents regular salary, overtime payment and payment for post-termination undertakings and covenants contained hereunder.

Upon termination of Party B’s employment by Party A, Party B shall promptly return to Party A any files, letters, or other records, documents, films or computer storage devices in its possession or control that relate to Party A’s business, operation or affairs or relate to Party’s B’s performance of obligations hereunder.

These obligations will continue to apply after the expiration or termination of Party B’s employment, however caused, and are in addition to the duties of confidentiality prescribed by law.

Party B must immediately notify Party A of any suspected or actual unauthorized use, copying or disclosure of confidential information. Party B must provide assistance reasonably requested by Party A in relation to any proceedings Party A may take against any person for unauthorized use, copying or disclosure of confidential information.

This Contract may be terminated with the consent of both Parties through negotiation before the expiration date.

Subject to the relevant provisions of the Labor Laws, and without limiting other rights Party A may have under the Labor Laws, Party A may terminate this Contract without notice or payment in lieu thereof if Party B: (i) engages in any willful misconduct that could reasonably be expected to injure the reputation, business or business relationships of Party A, including any violation of Party A’s policies; (ii) perpetrates a fraud against or affecting Party A or any customer, supplier, client, agent or employee thereof; (iii) is convicted (including conviction on nolo contendere, no contest or similar plea) of a felony or any crime involving fraud, dishonesty or moral turpitude; or (iv) is working for another employer in a manner that materially and negatively affects Party B’s job performance for Party A.

Except as provided in Section 10.5 below, subject to the relevant provisions of the Labor Laws, and without limiting other rights Party A may have under the Labor Laws, Party A may terminate this Contract upon thirty days’ written notice to Party B or payment of one month’s base salary to Party B if: (i) Party B is unable to or fails to perform Party B’s duties hereunder as a result of illness (other than a Work-Related Illness); (ii) Party B continuously neglects, refuses or fails to perform Party B’s duties hereunder, which continues for a period of thirty (30) days after Party A delivers written notice to Party B specifically identifying the manner in which Party B has neglected, failed or refused to perform Party B’s duties and, in the case of failure to perform, provides training to Party B with respect to such failure; or (iii) the performance of the either Party’s obligations under this Contract have become impossible to perform due to a change in circumstances.

Except as provided in Section 10.5 below, subject to the relevant provisions of the Labor Laws, and without limiting other rights Party A may have under the Labor Laws, Party A may engage in an economic layoff of twenty (20) or more employees upon thirty (30) days’ notice to the relevant labor union if: (i) a “Bankruptcy” occurs (as defined below); (ii) Party A encounters serious difficulties in production or operation; (iii) Party A changes production, experiences a major technological innovation or adjusts the form of business operation after which dismissal of employees is necessary; or (iv) a major change occurs to an objective economic circumstance and, as a result, it is not feasible to fulfill the Contract.  In case of termination of a dismissal under this Section 10.5, the following employees shall have priority to retain employment:  (a) employees with a fixed term employment contract with a relatively long term; (b) employees with an open term employment contract; and (c) any employee who is the sole bread winner in his or her family and dependent family members include the elderly or minors.  For purposes of this Contract, “Bankruptcy” shall mean: (1) the filing by Party A or any of its subsidiaries of a voluntary petition in bankruptcy or a voluntary petition seeking reorganization, arrangement or readjustment in any form of its debts under any insolvency law of any jurisdiction, or the filing of an answer consenting to or acquiescing in any such petition, (2) the making by Party A or any of its subsidiaries of any assignment for the benefit of its creditors or the admission by Party A or any of its subsidiaries of its inability generally to pay its debts when they become due, (3) the filing of an involuntary petition against Party A or any of its subsidiaries in a bankruptcy or liquidation proceeding, (4) the filing of an application for the appointment of a receiver for the assets of Party A or any of its subsidiaries, or (5) the filing of an involuntary petition seeking reorganization, arrangement or readjustment of the debts of Party A or any of its subsidiaries under insolvency law of any jurisdiction

Subject to the relevant provisions of the Labor Laws, Party B may terminate this Contract by giving thirty days’ written notice to Party A if Party A: (i) materially breaches any of its obligations under this Contract; (ii) fails to pay wages to Party B according to this Contract; (iii) fails to pay social insurance on behalf of Party B; (iv) fails to provide working conditions in accordance with applicable law or regulation; (v) otherwise in accordance with applicable law or regulation.  Party B may terminate this Contract without written notice to Party A if Party A forces Party B to work by means of violence, intimidation or illegal restriction of personal freedom.

This Contract and Party B’s employment hereunder shall terminate immediately upon Party B’s death or upon a good faith finding by Party A, in its sole discretion and subject to the Labor Laws, that Party B is unable to carry out Party B’s essential job functions to any substantial degree, for a period of sixty (60) consecutive calendar days or longer in any consecutive twelve (12) month period, even with reasonable accommodation, as a result of any physical or mental condition.  Notwithstanding the foregoing, if Party B’s death or disability was caused during the performance of his duties under this Contract, compensation to Party B or Party B’s heirs shall be subject to the Labor Laws.

As Party B knows, Party B will be in possession of confidential information of Party A during Party B’s employment.  To protect Party A’s confidential information, which Party A views as one of its material assets, and in consideration of Party B’s employment with Party A, Party B agrees that Party B will not, in the geographic market in which Party B worked on behalf of Party A immediately preceding Party B’s termination of employment, without the prior written consent of Party A, for a period of one (1) year after the termination of Party B’s employment (however that termination occurs):

engage in or carry on, directly or indirectly, as an owner, employee, agent, associate, consultant or in any other capacity, in any business or activity involved in the development, manufacture, sale, marketing, distribution, or other activity involving fresh soybean products, vacuum-packed soybean products and/or soybean beverages.  To “engage in or carry on” shall mean to have ownership in such business or consult, work in, direct or have responsibility for any area of such business, including but not limited to the following areas:  operations, sales, marketing, manufacturing, procurement or sourcing, purchasing, customer service, distribution, product planning, research, design or development.  Ownership by Party B, as a passive investment, of less than 2% of the outstanding shares of capital stock of any corporation listed on a national securities exchange will not constitute a breach of this Section 11.1(a);

solicit, canvass, approach or accept any approach from or deal with any person who was at any time during the last twelve (12) months of Party B’s service with Party A, a client of Party A;

intentionally interfere in any way with the business relationship between each of Party A, its related group companies, and their clients, customers, manufacturers or suppliers; or

induce or assist in the inducement of any employee of Party A, who is an employee of Party A at the time of termination of Party B’s employment with Party A, to leave their employment with Party A.

Party B understands and acknowledges that each restriction specified in this clause is, under the circumstances, reasonable and necessary to protect Party A’s legitimate proprietary interests.  In the event that any of the clauses is deemed unreasonable by the court, it will be enforced to the extent that it is adjudged reasonable.

For avoidance of doubt, Party B acknowledges that his remunerations as set forth in Article 4 hereof has included the extra consideration for the agreement on this non-competition and non-solicitation clause, Party B has no right to claim any additional compensation for compliance with his non-competition obligations.

Party B warrants that all personal information (including the employment history, educational background and health record) he has provided to Party A is true, accurate and complete.

Except for the Prior Employment Contract, Party B warrants that at the time of signing this Contract, he does not have any un-terminated employment contract with other employers and there do not exist any obligations or restrictions that may affect the employment of Party B by Party A.

The provisions of this Contract are severable and if any provision is held to be invalid or unenforceable by a court of competent jurisdiction, then such invalidity or unenforceability shall not affect the remaining provisions of this Contract.

Party B’s employment with Party A and the terms of this Contract shall be governed by and construed in accordance with the laws of China.

Any disputes, claims or controversies arising out of or in connection with this Contract shall be resolved in accordance with the relevant provisions of the Labor Law of China.

This Contract is made out in two originals and each party will have one. Both originals shall be of equal legal effect.

This Contract contains the entire agreement of the parties relating to the subject matter of this Contract and supersedes all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Contract that are not set forth herein or in the other agreements mentioned herein.

With the exception of amendments or modifications made pursuant to Section 13.1 of this Contract, no amendment or modification of this Contract shall be deemed effective unless made in writing signed by the parties hereto.  Party B may not assign this Contract, in whole or in part, without Party A’s prior written consent.  Upon the termination of this Contract for any reason, the provisions of this Contract that by their terms survive such expiration or termination shall continue in effect and will bind each of the parties according to the terms thereof.  No term or condition of this Contract shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Contract, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.  Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.