Growing State Ltd. and Shanghai Qingpu Industrial Park District Development (Group) Company Limited Investment Agreement 21 March 2006

investment project: Manufacturing of products which contain probiotics in powder form.

Party B shall establish a wholly foreign owned enterprise for this investment, the first installment of registered capital of the new wholly foreign owned enterprise shall be US$18,000,000 and the total investment shall be US$29,800,000. The place of registration of the new enterprise shall be in the Shanghai Qingpu Industrial Park District. Party B shall commence the application process for establishment of the new wholly foreign owned enterprise within one month from the date of signing of this agreement.

user of land

this investment project involves a grant of lease of a piece of land with a usable area of 53,437 square meters (approximately 80.1 hectares) and an area of 19,700 square meters (approximately 29.6 hectares) for river line planning and green urban road planning purposes. The total area of the land is 73,157 square meters (approximately 109.7 hectares). (the actual area as shown in the plans certified by the Building and Lands Bureau shall prevail)

the coordinates of the land are: to the north of Sin Qu Road and to the west of Xi Men Zi, please refer to Appendix 1 for the boundaries of the land.

the land shall be use for industrial purposes and Party B shall use the piece of land for the said permitted purpose only. If there is a genuine need for Party B to amend the user of land during the term of this agreement, Party B shall, subject to a consent from Party A, go through the necessary procedures to change the user of land.

construction and building management - the proposed volume of construction shall be ≥0.8, ≤1.5; the building density shall be ≥35%, ≤51%; and the green rates shall be ≥20%. (the actual figures to be confirmed by the Planning Administration Bureau)

fees and payment

the land transfer fee shall be US$35 per square meter, totaling US$1,870,995 (United States Dollars one million eight hundred seventy thousand nine hundred and ninety-five). (the actual amount to be determined based on the area of the land certified by the Building and Lands Bureau) Party B shall pay the land transfer fee to Party A immediately before the issue of the approval documents for the land by the Qingpu People’s Government.

land acquisition compensation fee shall be US$35 per square meter, totaling US$689,500 (United States Dollars six hundred eighty-nine thousand and five hundred). (the actual amount to be determined based on the area of the land certified by the Building and Lands Bureau). Party B shall pay one-third of the land acquisition compensation fee, totaling US$229,833 (United States Dollars two hundred twenty nine thousand eight hundred and thirty-three) to Party A immediately before the issue of the approval documents for the land by the Qingpu People’s Government.

Investment proposal of this project as set out in Appendix 2 to this Agreement - Party B represents and warrants that Party B shall seek Party A’s consent before Party B or the enterprise established by Party B makes any amendments or alterations to the investment proposal.

The investment proposal shall be implemented according to plan, the target dates of each stages of the proposal are as follows:

The date of commencement of the construction works shall not be later than Jan 25, 2007;

The date of completion of the construction works shall not be later than Nov 25, 2007; and

The date of commencement of production shall not be later than Jan 25, 2008.

Benchmarks for measuring the progress of the investment proposal

date of commencement of the construction works: when the percentage of completion of the construction works reached 10% (the status of construction works must be certified by the main contractor for the construction works, the governing and management unit and the subcontractors for the construction works by signing and affixing the official seal in a certificate).

date of completion of the construction works: the date when the premises has passed the inspection in accordance with the Central Construction and Engineering Standard. (based on the date of the “Shanghai City Construction and Engineering Quality Inspection Certificate issued by the inspection authority).

date of commencement production: the first batch of products are formally launched in the market for sale (based on the date of issue of the value added tax invoices for the first batch of products)

for the purpose of determining the exact benchmark date of each stage of the investment proposal, both Party A and Party B shall cooperate with each other and fulfill its obligations. Party B shall cause Party B’s investor to affix the official seal to the original certificate received pursuant to sub-clause (iii)(2) of this Article 3 and shall deliver the said certificate to Party A within 3 business days from the date of receipt of the said original certificate. Party A shall return the said certificate to Party B when Party A completed the verification process. If Party B fails to deliver the said to Party A as agreed, this would constitute a breach of this term by Party B.

Party A should provide a flat piece of land [to Party B], if there exists on the land fish ponds and/or river lines which clearly falls below the standard height of the piece of land then Party A shall be responsible for the costs for filling the fish pond and/or river lines to the extent that the fish ponds and/or river lines will be filled up to “Wu Song Standard Height” of 3.1 meter. Party A is responsible for the filling up works. The contractor to be engaged for carrying out the filling up works should be approved by both Party A and Party B and the parties hereto shall also appoint a surveyor who is an independent third party to verify the relevant data and information. The amount of compensation payments payable by Party A to Party B for filling up works shall be limited to $25 per square meter.

Party A shall be responsible to connect the following municipal facilities to the red line marked by Party B. The costs associated with this connection and the fees for the increase in capacity shall be paid for by Party B to be calculated based on the prescribed rates set out in Appendix 3 hereto.

Party A shall be responsible to install or extend the water pipelines to the land occupied by Party B to the common network near the red line marked by Party B within 90 working days from the effective date of this Agreement and upon receipt of the formal application from party B. Party A shall be responsible to design, confirm and implement the details the installation of the water pipelines. Costs for the installation and connection of the water pipelines beyond the red line marked by Party B shall be borne by Party B absolutely.

Party A shall be responsible to install or extend the storm water pipelines to the land occupied by Party B to the common network near the red line marked by Party B within 90 working days from the effective date of this Agreement and upon receipt of the formal application from party B. Party A shall be responsible to design, confirm and implement the details the installation of the storm water pipelines. Costs for the installation and connection of the storm water pipelines beyond the red line marked by Party B shall be borne by Party B absolutely.

Party A shall be responsible to install or extend the sewage pipelines to the land occupied by Party B to the common network near the red line marked by Party B within 90 working days from the effective date of this Agreement and upon receipt of the formal application from party B. Party A shall be responsible to design, confirm and implement the details the installation of the sewage pipelines. Costs for the installation and connection of the sewage pipelines beyond the red line marked by Party B shall be borne by Party B absolutely.

Party A shall be responsible to install or extend the electricity cables for use in the production process to the land occupied by Party B to the common network near the red line marked by Party B within 180 working days from the effective date of this Agreement and upon receipt of the formal application from party B. Party A shall be responsible to design, confirm and implement the details the installation of the electricity cables. Costs for the installation and connection of the electricity cables beyond the red line marked by Party B shall be borne by Party B absolutely. In addition, Party B uses more than 1000KVA of electricity and new electricity cables are required to be installed, Party B shall pay 50% of the costs of such external electricity cables.

Party A shall be responsible to install telecommunication and network cables to the land occupied by Party B to the common network near the red line marked by Party B within 90 working days from the effective date of this Agreement and upon receipt of the formal application from party B. Party A shall be responsible to design, confirm and implement the details the installation of the telecommunication and network cables. Costs for the installation and connection of the telecommunication and network cables beyond the red line marked by Party B shall be borne by Party B absolutely.

Party A shall be responsible to install or extend the heat pipelines for use in the production process to the land occupied by Party B to the common network near the red line marked by Party B within 180 working days from the effective date of this Agreement and upon receipt of the formal application from party B. Party A shall be responsible to design, confirm and implement the details the installation of the heat pipelines. Costs for the installation and connection of the heat pipelines beyond the red line marked by Party B shall be borne by Party B absolutely.

the enterprise should adhere to the National Laws and Regulations for policies regarding tax collection.

the enterprise should pay the relevant fees and to fulfill its obligations pursuant to the National Laws and Regulations.

if there are any subsequent changes to the applicable laws and regulations in the future which affects the terms and conditions of this Agreement, such terms and conditions shall be amended accordingly to ensure compliance with the changes in applicable laws and regulations.

Party A agrees to grant a special incentive plan to Party B, the details of which are set out in Appendix 4 hereto.

A party shall not be deemed to be in breach of this Agreement, or otherwise be liable to the other party, for any delay in performance or the non-performance of any of its obligations under this Agreement (including payment obligations), to the extent that the delay or non-performance is due to any event of force majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly (if applicable).

An event of force majeure referred to in this Agreement means any event, foreseeable or unforeseeable, the consequences of which are reasonably unavoidable or beyond the reasonable control of a party, and which prevents total or partial performance of a non-payment obligation under this Agreement by such party including, but not limited to, earthquake, hurricane, fire, war, but shall not include any financial hardship suffered by a party to this Agreement.

The party who is affected by an event of force majeure shall notify the other party within 7 days from the date of occurrence of the event of force majeure.

Upon the request of Party B, Party A shall act as Party B’s authorised agent to handle the application process for all the necessary permits and approvals that are required to implement this investment project. Party B shall enter into an agency agreement and shall pay for all costs and expenses incurred for such applications.

any unauthorized use of public roads, river and land are prohibited, if any authorities demands a right of way to pass through the land occupied by Party B, Party B shall unconditionally grant such right of way.

The land leasing fees set out in this Agreement includes land transfer fees, land acquisition resettlement fee payable by the Buildings and Lands Bureau and a portion of the costs for the facilities payable to Party A. Party B hereby appoints Party A as its agent to handle the payment procedures for the land leasing fees and that Party B hereby represents and warrants that it will fulfill its contractual obligations to make payments. Failure for Party B to make any payments in accordance with this Agreement shall constitute a breach of this Agreement.

If Party A breaches Article 4(ii) of this Agreement, Party B may demand Party A to fulfill its obligations and Party A shall be liable to Party B for penalty payments for delay in fulfilling its obligations. The penalty payments for each day of delay shall be determined based on 3/10,000^th of the total amount of land leasing fees paid by Party B.

If Party A breaches Article 2[(iii)(5)] of this Agreement regarding its obligations to procure Party B to enter into the State Owned Land Transfer Agreement with the Building and Land Administration Bureau and to assist Party B to complete the application process for the Land Title Certificate, if the foregoing is not completed when due, Party A shall be liable to Party B for penalty payments. The amount of penalty payments for each day shall be determined based on 3/10,000th of the land leasing fees already paid by Party B. If Party A’s aforesaid obligations are not completed within three (3) months after the due date, Party B has the right to terminate this Agreement. Party A shall return an amount equals to two times the deposit paid by Party B, except if such said delay is caused by Party B’s inaction or other reasons of Party B.

If Party B breaches Article 1 of this Agreement or if it breaches Article 2(iii)(5) of this Agreement and failed to pay the deposit to Party A, Party A shall have the right to terminate this Agreement.

If Party B breaches Article 2(iii)(4) of this Agreement, or if Party B fails to comply with the requisite volume of constructions, building density and green rates, Party A shall have the right to reduce the area of the land, if the variances are material, Party A shall have the right to terminate this Agreement.

If Party B breaches Article 2(iii)(5) of this Agreement and failures to pay the balance of land leasing fees to Party A on or before the specified date, Party A shall have a right to demand Party B to make such payments, and Party B shall be liable to Party A for late payment penalties. The amount of late payment penalty for each day of delay shall be determined based on 3/10,000^th of the unpaid balance of the land leasing fees. If Party B fails to make payments within 30 days, Party A shall have a right to terminate this agreement and forfeit the deposit.

If Party B breaches Article 3(i)(2) of this Agreement, Party A shall have the right to demand Party B to fulfill its obligations, and Party B shall be liable to Party A for penalty payments. The amount of penalty payments for each day shall be determined based on 3/10,000^th of the land leasing fees and such penalty payments are in addition to all other penalty payments which Party B is already liable for.

If this Agreement was terminated as a result of breach of any obligations by Party B, Party A shall not be liable for any losses or damages suffered by Party B (whether directly or indirectly).

If the enterprise income tax, value added tax payable by the enterprise (less the portion of export tax payable by the local government) in any particular year is less than RMB3,000,000, there shall be no incentive payment.

if the enterprise income tax, value added tax payable by the enterprise (less the portion of export tax payable by the local government) in any particular year exceeds RMB3,000,000 (including the RMB3,000,000) and less than RMB5,000,000, the incentive ratio shall be 20% of the actual payable amount.

if the enterprise income tax, value added tax and business tax payable by the enterprise (less the portion of export tax payable by the local government) in any particular year exceeds RMB5,000,000 (including the RMB5,000,000) and less than RMB10,000,00, the incentive ratio shall be 30%.

if the enterprise income tax, value added tax and business tax payable by the enterprise (less the portion of export tax payable by the local government) in any particular year exceeds RMB10,000,000 (including the RMB10,000,000), for the first RMB5,000,000, the incentive payment ratio shall be determined in accordance with the first section above, for the amount of RMB5,000,000 to RM10,000,000, the incentive payment ratio shall be determined in accordance with the second section above, and for any amount exceeding RMB10,000,000, the incentive ratio shall be 40%.