Debt Remit Agreement among GuoJian (HaiNan) High-Tech Dairy, Rebornne New Zealand, and GuoJian (HongKong) Group Holdings

I.  

According to the “Agreement Concerning Taking Baking Hainan Govking’s National Agency Right of Rebornne Bovine Colostrums” and supplemental agreement that signed by Party A and B on 26th January 2011, Party B should pay the compensation of withdrawal of distributor rights of RMB FIVE MILLIONS SIX HUNDRED AND TWENTY THREE THOUSANDS and FIVE HUNDRED as well as liquidated damages for late payment to Party A.

II.  

Party A, B, C and D have agreed: when Party C and D together with Rebornne (GuangZhou) Dairy Limited Company signed the “GuoJian (HK) Holdings Limited Purchased Rebornne (GZ) Dairy Limited Company equity and asset transfer Agreement” to fully implement, that is, Party D completely owned Party C’s Rebornne (GZ) Dairy Limited Company all equity and assets, Party Q have to give up the compensation of distributor right withdraw and late payment fee as the first article in this Agreement from Party B. Otherwise the original claims from Party A still valid.

III.  

This agreement is supplemental agreement of “GuoJian (HK) Holdings Limited Merge & Acquisition Rebornne (GZ) Dairy Limited Company Equity and Assets Transfer Agreement”, which has the same force of law as the original agreement.

IV.  

This agreement has four original copies, and each party owned an original copy. Effective date begins on the date four parties signed and sealed.