Consulting Services Agreement, dated January 1, 2005, between Organic Region Group Limited and Mr. Xiong Luo (English Translation)

4

Undertakings of Party A

4.1

Party B will furnish to Party A: a) preliminary income statements and balance sheets of Party B within 5 days of the end of each calendar month; b) final monthly reports within 10 days after the end of each calendar month; c) quarterly reports within 45 days after each quarterly date; d) annual audited accounts within 6 months of the end of the financial year; e) budgets within 90 days before the first day of each financial year; f) notice of litigation promptly and g) other information as Party A may reasonably request from time to time.

4.2

Party B shall keep proper books of record and account in which full, true and correct entries in conformity with generally accepted accounting principles in the PRC and all requirements of law shall be made of all dealings and transactions in its business and activities. Party B shall permit officers and designated representative of Party A to examine the books of record and account of Party B.

4.3

Party B will do or cause to be done, all thins necessary to preserve and keep in full force and effect its existence and its material rights, franchises and licenses.

4.4

Party B will comply with all applicable laws and restrictions imposed by all governmental bodies, in respect of the conduct of its business arid the ownership of its property.

5

Negative Covenants

Party B agrees, during the term of this Agreement, without the prior written consent of Party A, Party B will not

5.1

issue, purchase or redeem any equity or debt securities of Party B;

5.2

create, incur, assume or suffer to exist any lien upon or with respect to any property or assets of Party B;

5.3

wind up, liquidated or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of all or any part of its property or assets, or purchase or otherwise acquire any party of the property or assets of any person;

5.4

declare or pay any dividends, or return any capital to its shareholders;

5.5

permit the aggregate payments under agreements to rent or lease any real or personal property to exceed US$1 million in any fiscal year;

5.6

contract, create, incur, assume or suffer to exist any indebtedness;

5.7

lend money or credit or make advances to any person, or purchase or acquire any stock, obligations or securities of , or any other interest in, or make any capital contribution to, any other person;

5.8

enter into any transaction or series of related transactions with any affiliate of Party B;