Amended and Restated Breeding Hog Exclusive Sales Agreement (English Translation)

(1)

Party A has the right to enquiry Party B the sales situation of the breeding hogs at any time.

(2)

Party A has the right to conduct random inspection regarding the communication situation between Party B and other parties in the “Company Base + Farmer” production system.

(3)

Party A has the right to ask Party B to have qualified technical personnel to take charge of the after service for the breeding hogs and commercial hogs in the “Company Base + Farmer” system.

(1)

Party A shall provide Party B with breeding hogs that reach the standard, promptly after receiving the notification on picking up goods of Party B;

(2)

Party A shall periodically train the technical personnel of Party B on feeding, management and epidemic prevention;

(3)

Party A shall ensure the quality of the breeding hogs sold to Party B;

(4)

After receiving the notification on picking up goods of Party B, Party A shall promptly make response and notify Party B the exact time and place for picking up goods.

(5)

For the convenience of Party B on making sales plan, Party A shall duly communicate with Party B regarding its production situation.

(6)

Party A shall not sell breeding hogs in Heilongjiang area in its own name, in case any party in Heilongjiang area wants to buy breeding hogs from Party A, Party A shall ask such party to contact Party B.

(7)

Within 30 days after the breeding hogs are sold, if any quality problem occurs to the breeding hogs, and after appraisal such quality problem is caused by Party A, Party A shall exchange the breeding hogs without any condition and assume all the expenses; otherwise it shall be assumed by Party B.

(1)

Party B has the right to choose the method of after-sale service and arrange technical personnel with its own decision.

(2)

Party B has the right to advertise and promote the hogs sold by it in its own name.

(1)

Party B shall notify Party A the time and quantity regarding picking up goods at least one day before it picks up goods from Party A.

(2)

Party B shall accept the technical training arranged by Party A and duly provide after service for the breeding hogs and commercial hogs in the “Company Base + Farmer” production system as required by Party A.  The after service shall include introduction of knowledge of breeding hog feeding, epidemic prevention, breeding, and etc..

(3)

Party B is obligated to promote the breeding hogs and production system of Party A.  Promptly after Party B sells each breeding hog, it shall make a business contact form and notify Heilongjiang Wangda Fodder Inc., such business contact form shall include the name, address, contact information of the farmer, and the variety, quantity and days of the breeding hog.

(4)

Party B shall report the sales and epidemic prevention situation of the breeding hogs at any time as required by Party A.

(5)

Party B shall pay Party A on time.

(6)

In case any epidemic situation occurs, Party B shall promptly contact Party A, and actively assist Party A to conduct proper measures in order to limit the loss to the minimum.

(7)

Party B shall make sales plan according to the output of breeding hog of Party A in certain period.

(8)

Party A is obligated to assist Party A in supervising the performance situation of the contracts within the breeding system, and shall perform its obligations under the three parties' agreement.  If any other related party within the breeding system breaches the contract or has defect on performing its obligation, Party B is obligated to inform Party A within 24 hours, and shall assist Party A in getting back the leading position of the breeding system and making up the losses.

(1)

In case of any force majeure, such as earthquake, flood, or war that makes it impossible to perform this agreement and makes damage, Party A and Party B shall take no default liability to the other party.

(2)

In case of market fluctuations, Party B has to sell the breeding hogs in a price lower than the market price in order to fulfill the sales plan, the part that lower than the market price shall be assumed by Party B.

(3)

When the breeding hogs are transferred to the transportation trucks of Party B, Party B shall duly examine the breeding hogs, after examination, the breeding hogs shall be deemed as has been delivered.  If after appraisal, the disease or death of any breeding hog is caused by the potential index that existed before the breeding hog comes out from sty, such losses shall be taken by Party A.  Otherwise all the risks after delivery shall be assumed by Party B.

(1)

If Party B fails to achieve the sales plan, the outstanding part shall be added up to the sales task of next period and Party B shall pay Party A 20% of the agreed sales amount of the given season as penalty.

(2)

If Party A fails to provide qualified breeding hogs or Party B fails to pay Party A in time, it shall also be deemed as default, the default party shall pay the other party 20% of the default part as penalty.

(2)

This agreement comes into maturity and expires.

(3)

Any force majeure that makes the purpose of this agreement cannot be achieved.

(4)

The “Company Base + Farmer” operation mode cannot satisfy the needs of the market, and the operation cannot be continued under such mode.

(1)

Fundamental breach of contract by one party, which makes the purpose of this agreement cannot be achieved; or negligently causing serious accident which makes the other party has sufficient reason to believe that the accident party is not able to perform this agreement;

(2)

Default of the other related party to any party of this agreement, and such party of this agreement is not able to continue performing this agreement;

(3)

Emergency events that cause the parties lose the basis of cooperation.