Exhibit 10.1

Contract No.: 14060408-2011(EFR) 00078

DOMESTIC FACTORING CONTRACT

[Recourse Factoring/Non-recourse Factoring]

SPECIAL INSTRUCTIONS: THE CONTRACT IS ENTERED INTO BY BOTH PARTIES UPON A MUTUAL AND VOLUNTARY BASIS AND NEGOTIATIONS IN ACCORDANCE WITH LAWS. ALL THE ARTICLES OF THE CONTRACT INDICATE AUTHENTIC INTENTS OF BOTH PARTIES. FOR PURPOSE OF PROTECTING LEGAL RIGHTS OF PARTY B, PARTY A HEREBY DRAWS PARTY B’S ATTENTION ON ALL ARTICLES HEREOF REGARDING DUTIES AND RESPONSIBILITIES OF EACH PARTY, PARTICULARLY THOSE SECTIONS IN BOLD.

Exhibit 10.1

PARTY A: Industrial and Commercial Bank of China Limited Jianyang Branch
DOMICILE (ADDRESS): No. 5 Ren Min Road, Jianyang City
PERSON IN CHARGE: Qiu Ansheng

PARTY B: Fujian Yaxin Food Co., Ltd
DOMICILE (ADDRESS): Ta Xia Industrial Garden District Jianyang City
LEGAL REPRESENTATIVE: Ye Wenyue

          WHEREAS: Party B applies for domestic recourse factoring [recourse factoring/non-recourse factoring] services with Party A based upon account receivables formed between Party B, as the seller, and a purchaser. For purpose of clarifying responsibilities and adhering to credits, both Party A and Party B enter into this Domestic Factoring Contract (the “Contract”) based upon mutual negotiations in accordance with Contracts Law of People’s Republic of China and relevant laws and regulations.

ARTICLE 1      DEFINITIONS

          Except for otherwise agreed under the Contract, the following terms shall have the following respective meanings:

          1.1      Recourse Factoring means that Party B transfers to Party A its account receivables that originate from product sales to purchasers, provision of services by Party B as well as based upon other reasons. Party A will provide Party B with account receivables financing services and related comprehensive financing services. If any purchaser fails to pay off account receivables within an agreed period, Party A is authorized to collect the outstanding receivables;

          1.2      Non-recourse Factoring means that Party B transfers to Party A its account receivables that originate from product sales to purchasers, provision of services by Party B as well as based upon other reasons. Party A will provide Party B account receivables financing services and related comprehensive financing services. If any purchaser fails to pay off account receivables within an agreed period due to accounting or credits reasons, Party A is not authorized to collect the outstanding receivables;

          1.3      Purchase and Sale or Service Contract means any contracts entered into by and between Party B and purchasers, upon which account receivables under the Contract occur;

          1.4      Account Receivables means sole, concrete, specific and exclusive, undisputable and legitimate credits deriving from authentic, legitimate transactions and relationship of debts and credits that exist between Party B and purchasers and then transferred from Party B to Party A;

          1.5      Actual Amount of Account Receivables Invoice means the balance between the invoice amount and any loan that has been paid off;

          1.6      Amount of Factoring Financing means financing amount of account receivables provided by Party A to Party B under the Contract;

Exhibit 10.1

          1.7      Settlement Day means that the date for colleting nonrecurring interests will be the date when Party A issues the financing; the date for colleting monthly interests will be the twentieth day of each month; the date for collecting quarterly interests will be the twentieth day of the third month of each quarter.

          1.8      Factoring Balance means the remaining fund after account receivables actually collected by Party deducts financing principal, financing interest, overdue fines and relevant fees.

          1.9      Factoring Account means a special account that is opened by Party A under Party B’s services and used for collecting account receivables, deducting principal and interests of factoring financing, paying factoring balance, which is the solely legitimate account for collecting account receivables under this Contract;

          1.10     Commission Fee of Factoring means fees that are collected by Party A for providing financing and other services to Party B in accordance with the Contract.

ARTICLE 2      REPRESENTATIONS AND WARRANTIES OF PARTY B

          2.1      Party B is a duly organized legal person and validly existing under the laws of the place of its incorporation or establishment (or a branch legally authorized by a legal person). Party B has valid business license and assets, and conduct legal business.

          2.2      Party B has all the requisite power to fulfill rights and obligations under the Contract.

          2.3      Signing and execution of the Contract will not disobey or conflict with any laws and regulations which Party B should obey; execution of the Contract will not cause Party B to disobey any other contracts or documents and bylaws which approve Party B’s establishment.

          2.4      All the materials provided by Party B to Party A are authentic, accurate and integrated without any concealment or any material debt that is not disclosed to Party A.

          2.5      It is authentic, legitimate, valid and undisputable for the relationship of debts and credits originating from any Purchase and Sale Service Contract based upon which Account Receivables transferred from Party B to Party A exist.

          2.6      No provisions in any Purchase and Sale Service Contract will prohibit assignment of Account Receivables.

          2.7      The ownership of the Account Receivables transferred from Party B to Party A is clean and unencumbered without any pledge for a third party or other priority claims.

          2.8      When the Contract becomes effective, there does not exist any pending litigation, arbitration or other potential material dispute that are against Party B and may trigger objectively disadvantaged effects on Party B in any manner.

          2.9      The most updated financial statements provided by Party A are made in accordance with applicable Chinese laws and ordinances as well as accounting standards, which integratedly, authentically and fairly reflect financial situation and achievements as of certain financial period. After the date of the financial statements, business or financial status of Party B shall not materially change in a disadvantaged manner.

Exhibit 10.1

          2.10     The purpose for the Factoring Account No. 1406040819600040756 opened by Party B under the services of Party A is to collect relevant Account Receivables and deduct both principle and interests of factoring financing. Without Party A’s consent, Party B is not allowed to withdraw any amount from the Factoring Account or issue an order of payment from such Factoring Account.

          2.11     Party B vests in Party A’s conduct daily supervision over the Factoring Account, including, but not limited to, the acknowledgement and record of the capital income and payment of such Factoring Account and assist Party A to verify each collected payment.

          2.12     In the following events, Party A is authorized to directly deduct corresponding principal and interest and other related fees:

          2.13     In the event that as of the financing maturity day, the amount in the Factoring Account is not enough to pay off the corresponding factoring principle and interest, Party A is authorized to deduct the respective amount from any account of Party B opened under services of Party A or in other branches of Industrial and Commercial Bank of China Limited to pay off all the principle and interest of the financing loan and other due fees. This Article will be inapplicable to Non-recourse Factoring save that Party A notices Party B to buyback the Account Receivables in accordance with Article 6.3 of the Contract.

          2.14     The purpose of financing under the Contract is purchase of raw materials. Party B is not allowed to use the financing capital for other purposes.

ARTICLE 3      AMOUNT OF FACTORING FINANCING AND TERM

          3.1      Party B shall transfer credits of the Account Receivables and relevant rights to Party A. After Party A’s examination and rectification, Party A shall issue RMB3,000,000 (amount in words: Three Million yuan, amount in words shall govern in the event that amount in figures conflicts with amount in words) factoring financing to Party B in a lump sum in accordance with the corresponding Amount of Factoring Financing with respect to invoice of each of the Account Receivables under the Contract (please refer to the appendix named Transfer List of Account Receivables).

          3.2      The term of each corresponding factoring financing with respect to the invoice of each of the Account Receivables issued by Party A to Party B will be from the factoring financing issuance day to the financing repayment day as agreed by both Party A and Party B. Please also refer to the Transfer List of Account Receivables.

Exhibit 10.1

          3.3      The actual financing issuance day and the repayment day shall be in accordance with the receipt for loan. The receipt for loan is one of the parts of the Contract and has equal legal effect. If the receipt for the loan conflicts with the Transfer List of Account Receivables with respect to the Amount of Factoring Financing, the term of factoring financing and so on, the receipt for loan shall govern.

ARTICLE 4      INTEREST RATE, INTEREST AND FEES OF FACTORING FINANCING

          4.1      The interest rate of the factoring financing shall be in accordance with the Transfer List of Account Receivables.

          4.2      The interest rate of the factoring financing shall be in accordance with item 4.2.(2):

          4.3      In the event that the benchmark interest rate is adjusted after the issuance of the factoring financing, the interest rate is decided in accordance with Article 4.2(2) shall be adjusted in accordance with the section (3):

Exhibit 10.1

          4.4      In the event that the financing expires and Party B fails to pay off such financing, the above interest rate shall also be applicable for the overdue part of the financing.

          4.5      If the People’s Bank of China updates the loan interest rate, relevant rules of People’s Bank of China shall be applied.

          4.6      The interest of the financing under the Contract shall be settled in accordance with _________:

          4.7      If the interest is settled in accordance with Article 4.6(1), Party A shall deduct the financing interest at the time of issuing the financing; if the interest is settled in accordance with Article 4.6(2), Party B shall deposit the interest to the Factoring Account prior to the Settlement Day and Party A is authorized to directly deduct the interest from the Factoring Account. On the maturity day, unsettled interest shall be paid off together with the principal.

ARTICLE 5      REPURCHASE OF THE ACCOUNT RECEIVABLES

          5.1      The Account Receivables hereunder shall be collected in the second way provided below, which is specified in the Transfer List of the Account Receivables:

          5.2      Party A shall, after it receives the full payment of the purchaser, check the factoring finance items corresponding to the Account Receivables item by item. If there is no conflict after making the check, the factoring finance items corresponding to the Account Receivables shall be crossed out from the Transfer List of the Account Receivables. Party A shall pay the factoring balance, if any, to Party B in a timely manner.

ARTICLE 6      CONDITIONS, METHOD AND PROCEDURE OF REPURCHASE OF THE ACCOUNT RECEIVABLES

Exhibit 10.1

          6.1      Party B shall conduct a purchase of the factoring services in accordance with the Party’s notice in the event that Party B’s false representations or guarantees adversely affect the repayment of the Account Receivables under the Contract.

          6.2      Except for Article 6.1, Party B shall conduct a repurchase the recourse factoring services satisfying the following requirements in line with Party A’s notice:

          6.3      Party B shall repurchase the Account Receivables as per Party A's notice in case of any Non-recourse Factoring business which satisfies the following conditions:

          6.4      Party B shall repurchase the corresponding Account Receivables in accordance with Party A’s requirements within three (3) days upon Party B’s receipt of Party A’s notice of repurchasing the Account Receivables; If Party B repurchases the Account Receivables in full, the Contract shall terminate when Party A and Party B enter into a written document to confirm the repurchase of the Account Receivables and the repurchase amount has been collected.

ARTICLE 7      RIGHTS AND OBLIGATIONS OF PARTY B

          7.1      Party B shall exercise the rights and perform the obligations as follows:

Exhibit 10.1

Exhibit 10.1

          7.2      Except as provided in Article 7.1 herein, Party B shall bear ultimate repayment liability for the financing under Recourse Factoring business. Any reason which causes failure to collect the Account Receivables in time and in full amount, shall not prejudice Party A’s excising and realizing its right of recourse against Party B.

ARTICLE 8      RIGHTS AND OBLIGATIONS OF PARTY A

          8.1      Party A shall exercise the rights and perform the obligations as follows:

Exhibit 10.1

            9.1      General principle: Violation by either Party A or Party B hereto constitutes a breach of contract by such party, and the breaching party hereto shall bear the relevant liabilities in pursuance of the laws or this Contract.

            9.2      Any of the following items shall be deemed as breach of contract by Party B:

Exhibit 10.1

Exhibit 10.1

            9.3        In the event of any of the abovementioned breach hereto, Party A shall be entitled to take one or more of the measures below:

            9.4        For Recourse Factoring, to the extent that Party B has not repaid in time the principal and interest of the factoring hereunder (including those declared matured in advance), or, for Non-recourse Factoring, to the extent that Party B has not re-purchased the account receivables in accordance hereof, Party A shall be entitled to receive a penalty interest calculated with 30% (30% - 50%) above the factoring interest rate hereunder and number of days since the overdue date, and to receive a compound interest for the overdue interests calculated based on the penalty interest rate stipulated in this Article 9.

            9.5        In the event that Party B has misappropriated the money under the factorings, Party A shall be entitled to receive a penalty interest calculated with 50% (50% - 100%) above the factoring interest rate hereunder and number of days since the date of misappropriation; further to the above, should Party B have not paid the interest during the period of misappropriation, Party A would then be entitled to receive a compound interest calculated based on the penalty interest rate stipulated in this Article 9.

Exhibit 10.1

          9.6      For the purpose of exercise of its credit rights hereunder, Party A is entitled to retain corresponding amounts in the accounts in RMB or foreign exchanges of Party B opened in Party A or any other Industry and Commercial Bank of China branches or subsidiaries to cover the payments of Party B. In the event of difference of currencies between the retained amount and the one hereof, a conversion shall be made adhering to the exchange rate applied by Party A on the retaining day. Party B shall bear the interest and other expenses arising out between the retaining day and the Settlement Day, as well as the balance thereof due to the change of exchange rate ( “Settlement Day” means the day when Party A has convert the currency of the retained amount into the one hereof in conformity with the national policies of foreign exchange administration and has cleared all the debts of Party B).

ARTICLE 10      MISCELLANEOUS

          10.1      Party A will record the principal, interest, fees and any other amounts of Party B as well as the payment by the purchaser in its internal financial books; the above records and all the notes and vouchers arising out of and kept during the factoring business between Party A and Party B constitute the effective evidence of the performance hereof by Party A and Party B.

          10.2      Party B shall not assign its rights or delegate its obligations hereunder to any third party without prior written consent of Party A.

          10.3      Party A is entitled to assign its rights in whole or in part to a third party.

          10.4      Party A's failure or delay in exercising any right or deciding power hereunder shall not operate as a waiver thereof, and any single or partial exercise by Party A of any right or deciding power shall not preclude the exercise of such right or deciding power in the future. The rights and remedies hereof are cumulative, and shall not preclude any other rights or remedies as stipulated by law.

          10.5      Party A is entitled to provide the information hereunder and other relevant information of Party B to the credit system of People’s Bank of China and other legally established credit information databases in line with applicable laws and regulations or upon the requirement by financial supervising authorities, for the inquiries and usage of qualified institutions or individuals. Party A is also entitled to, for the purpose of formation and performance hereof, inquire about related information to Party B via the credit system of People’s Bank of China and other legally established credit information databases.

          10.6      Where Party A notifies the purchaser(s) of the assignment of its rights in relation to the account receivables, it is entitled to deliver the written notice directly to such purchaser(s) without consent of Party B.

Exhibit 10.1

ARTICLE 11      DISPUTE RESOLUTIONS

          11.1      The execution, effectiveness, explanation and performance of this Contract shall be governed by the laws of the People’s Republic of China. Any dispute arising in the performance of the Contract shall be settled through negotiation. In case that no settlement can be reached through negotiation, the dispute shall be settled by the second method as follows.

          12.1      This contract shall come into force upon the signing of both Parties and shall expire when all the obligations of Party B under the Contract have been performed.

          12.2      Unless otherwise provided by the Contract, after the Contract becomes effective, each party shall not modify or dissolve the Contract without the consent of the other party; any modification or variation shall be subject to the written mutual agreement of Party A and Party B.

          12.3      Once national laws, regulations or policies modify and cause that all or part of the provisions of the Contract no longer meet the requirement of national laws, regulations or policies, Party A and Party B shall go through negotiations in time and modify relevant provisions as quickly as possible.

          12.4      The invalidation or unenforceability of any provision of the Contract will neither effect the validity and enforceability of other provisions, nor the effect of the whole Contract.

          12.5      The modification and dissolution of the Contract will not impact the either party’s right to claim for compensation. The dissolution of the Contract will not affect the effectiveness of the provisions in connection with dispute resolution hereunder.

ARTICLE 13      MISCELLANEOUS

          13.1      Under the Contract, unless the context otherwise requires, (1) any reference to the Contract shall include this Contract and its attachment thereof, and any modification, amendment or supplemental document; (2) any reference to the articles, paragraphs and attachments shall only mean articles, paragraphs and attachments hereunder; (3) the titles of provisions under the Contract shall be only for convenience of reference and will not constitute any explanation to the Contract or limit to the contents and scope under these titles.

          13.2      The attachments, supplements, modifications or amendments of the Contract are hereby made as an integral part of the Contract and shall have the same legal force as this Contract.

Exhibit 10.1

          13.3      The words under the Contract like “Affiliates”, “ Relationship among Affiliates”, “Affiliate Transactions”, “Major Individual Investor”, “Key Management Officer” and etc., shall have the same meaning with the same words as specified in Accounting Standards for Enterprises No. 36 - Disclosure of Affiliated Parties issued by Ministry of Finance and the amendments thereto.

          13.4      The attachment of this Contract shall include the Transfer List of the Accounts Receivables.

          13.5      Other matters not contained in this Contract shall be settled through negotiation in a friendly way by both Parties or be executed subject to the laws and regulations of the People’s Republic of China.

          13.6      The Contract shall be prepared in two (2) counterparts which shall be equally authentic, and each party shall hold one.

          13.7      Party B promises not to provide any external guarantee without the approval of Party A.

Exhibit 10.1

Party A: Jian Yang Branch of Industrial & Commercial Bank of China Ltd. (Official Seal)
Principal(Authorized Agent): (Seal)

Party B: Fujian Yaxin Food Development Co., Ltd. (Official Seal)
Legal Representative(Authorized Agent): (Signature/Seal)

Date of Signature: July 26, 2011

Exhibit 10.1

ASSIGNMENT LIST OF ACCOUNT RECEIVABLE

According to application of factoring    with recourse    [with/without recourse] by Party B, the parties confirmed that Party B will assign the account receivable and relevant rights between Party B and the Purchaser to Party A for the factoring provided by Party A with the amount of RMB 3,000,000 yuan (IN WORD RMB Three Million). The Parties agrees in matters about this Assignment List of Account Receivable (“List”) upon mutual negotiation as followings:

1. This List, together with the Domestic Factoring Contract and Exhibits entered into by and between the Parties, consist a whole contract which is binding to both Parties.

2. Terms and terminologies refereed herein have the same meaning with that in the Domestic Factoring Contract agreed by both Parties.

3. Any unsettled issues in this List shall subject to the agreements in the Domestic Factoring Contract.

4. Attached page can be added if there are too many invoices of account receivable, such page with stamps of both Parties has the same legal effect as this List.

5. This List become effective at the date of signature and stamp by the legal representatives or authorized representatives, and will be terminated when the principles, interests and relevant fees and expenses under Domestic Factoring Contract is collected by Party A.

Exhibit 10.1

Detailed Statement of Account Receivable Assignment

RMB          

Exhibit 10.1

Exhibit 10.1

Party A (Stamp):

Legal Representative (Signature):
(Authorized Representative)

Date: July 26, 2011

Party A (Stamp):

Legal Representative (Signature):
(Authorized Representative)

Date: July 26, 2011