Business Operating Agreement

The business operating agreement (hereinafter "this agreement") is entered into between the following Parties (hereinafter "the parties to this agreement") on July 20th, 2008 in Qingdao, China.

Party A:

Shengyuan Nutritional Food Co., Ltd.

Address:

Party B:

Address: Beijing Shengyuan Huimin Technology Service Co., Ltd.

Party C:

Jibin Zhang, ID No: 370223196408110032 
Address:

Yunpeng Jiang, ID No: 231026196305045811

Whereas:

1. Validly existing and lawfully established within the territory of the People’s Republic of China, Party A is an exclusively foreign-owned enterprise, whose lawful registration certificate number is___:

2. Party B is company with limited liability registered in Beijing and its legal and effective registration No. is___;

3. Party A and Party B have established business relations by signing Exclusive Consulting and Service Agreement and other agreements. Party B should effect various payments to Party A under the terms of this agreement. Therefore, Party B’s daily business activities will have material influence on the Party A’s ability to effect the corresponding payments;

4. Each member of Party C is the shareholder of Party B (hereinafter "shareholder"), among which Jib in Z hang holds 50% equity and Yunpeng Jiang holds 50% equity.

Therefore, after friendly consultations between both Parties on the principle of mutual benefit, the Parties hereby agree as follows:

1. Inaction obligation

To ensure Party B’s performance of the various agreements signed with Party A and undertake various obligations, Party B and shareholders hereby confirm and agree that unless the prior written consent of Party A or other parties indicated by Party A, Party B will not make any transactions which will effect materially the assets, business, personnel, obligations, rights or company operation, including but not limited to the followings:

1.1 Take any activities beyond the normal scope of company’s business activities of the company or operate the company’s business consistent with the past and in the usual manner;

1.2 Borrow the loans from any third Party or undertake any debts;

1.3 Change or depose any board of the directors or replace any senior administrator;

1.4 Sell or obtain or otherwise dispose in other ways any assets or rights with the amounts excess 200,000 RMB, including but not limited to any intellectual property rights;

1.5 Provide its assets or intellectual property rights guarantee to any third-party or any other form of guarantee or set any other rights on the company’s assets;

1.6 Amend the company’s regulations or change the business operations or business scope;

详细内容见附件