SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is effective the20 ^th day of December, 2006 AMONG:

AGFEED INDUSTRIES INC., ("AgFeed")   a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 1095 Qing Lan Avenue, Economic and Technical Development Zone, Nan Chang City, Jiangxi Province, China 330013

AND:

GUANGXI HUIJIE SCI. & TECH. FEED CO, LTD ., ("Guangxi Huijie") a company formed pursuant to the laws of the People’s Republic of China and having an office for business located at South Zone, Coastal Industrial Park, Liangqing District, Nanning, Guangxi Province, China

AND:

The shareholders of Guangxi Huijie, the name of each of whom is set forth on the signature page of this Agreement (the "Guangxi Huijie Shareholders")

FACTS:

A.   The Guangxi Huijie Shareholders own 3,000,000 registered shares of Guangxi Huijie, constituting 100% of the presently issued and outstanding Guangxi Huijie Shares;

B.   AgFeed is a reporting company whose common stock is quoted on the NASD "Bulletin Board"; and

C.   The respective Boards of Directors of AgFeed, and Guangxi Huijie deem it advisable and in the best interests of AgFeed and Guangxi Huijie that Guangxi Huijie become a wholly-owned subsidiary of AgFeed (the "Acquisition") pursuant to this Agreement.

NOW THEREFORE in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.1.1.   " Acquisition" means the Acquisition, at the Closing, of Guangxi Huijie by AgFeed pursuant to this Agreement;

1.1.2.   " Agreement" means this share purchase agreement among AgFeed, Guangxi Huijie and the Guangxi Huijie Shareholders;

1.1.3.   " Closing" means the completion, on the Closing Date, of the transactions contemplated hereby in accordance with ARTICLE 14 hereof;

1.1.4.   " Closing Date" means the day on which all conditions precedent to the completion of the transaction as contemplated hereby have been satisfied or waived;

1.1.5.   " Guangxi Huijie Accounts Payable and Liabilities" means all accounts payable and liabilities of Guangxi Huijie, due and owing or otherwise constituting a binding obligation of Guangxi Huijie (other than a Guangxi Huijie Material Contract) as of September 30, 2006 as set forth in Schedule 1.1.5 hereto;

1.1.6.   " Guangxi Huijie Accounts Receivable" means all accounts receivable and other debts owing to Guangxi Huijie as of September 30, 2006 as set forth in Schedule 1.1.6 hereto;

1.1.7.   " Guangxi Huijie Assets" means all the property and assets of the Guangxi Huijie Business of every kind and description wheresoever situated including, without limitation, Guangxi Huijie Equipment, Guangxi Huijie Inventory, Guangxi Huijie Material Contracts, Guangxi Huijie Accounts Receivable, Guangxi Huijie Cash, Guangxi Huijie Intangible Assets and Guangxi Huijie Goodwill, and all credit cards, charge cards and banking cards issued to Guangxi Huijie;

1.1.8.   " Guangxi Huijie Bank Accounts" means all of the bank accounts, lock boxes and safety deposit boxes of Guangxi Huijie or relating to the Guangxi Huijie Business as set forth in Schedule 1.1.8 hereto;

1.1.9.   " Guangxi Huijie Business" means all aspects of the business conducted by Guangxi Huijie;

1.1.10.   " Guangxi Huijie Cash" means all cash on hand or on deposit to the credit of Guangxi Huijie on the Closing Date;

1.1.11.   " Guangxi Huijie Debt to Related Parties" means the debts owed by Guangxi Huijie to the Guangxi Huijie Shareholders or to any family member thereof, or to any affiliate, director or officer of Guangxi Huijie or the Guangxi Huijie Shareholders as described in Schedule 1.1.11;

1.1.12.   " Guangxi Huijie Equipment" means all machinery, equipment, furniture, and furnishings used in the Guangxi Huijie Business, including, without limitation, the items more particularly described in Schedule 1.1.12 hereto;

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1.1.13.   " Guangxi Huijie Financial Statements" means, collectively, the audited financial statements of Guangxi Huijie for the two year period ended December 31, 2005, together with the reviewed financial statements for the nine month period ended September 30, 2006, true copies of which are attached as Schedule 1.1.13 hereto;

1.1.14.   " Guangxi Huijie Goodwill" means the goodwill of the Guangxi Huijie Business together with the exclusive right of AgFeed to represent itself as carrying on the Guangxi Huijie Business in succession of Guangxi Huijie subject to the terms hereof, and the right to use any words indicating that the Guangxi Huijie Business is so carried on including the right to use the name "Guangxi Huijie" or "Guangxi Huijie Sci. & Tech. Feed Co, Ltd." or any variation thereof as part of the name of or in connection with the Guangxi Huijie Business or any part thereof carried on or to be carried on by Guangxi Huijie, the right to all corporate, operating and trade names associated with the Guangxi Huijie Business, or any variations of such names as part of or in connection with the Guangxi Huijie Business, all telephone listings and telephone advertising contracts, all lists of customers, books and records and other information relating to the Guangxi Huijie Business, all necessary licenses and authorizations and any other rights used in connection with the Guangxi Huijie Business;

1.1.15.   " Guangxi Huijie Insurance Policies" means the public liability insurance and insurance against loss or damage to Guangxi Huijie Assets and the Guangxi Huijie Business as described in Schedule 1.1.15 hereto;

1.1.16.   " Guangxi Huijie Intangible Assets" means all of the intangible assets of Guangxi Huijie, including, without limitation, Guangxi Huijie Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of Guangxi Huijie;

1.1.17.   " Guangxi Huijie Inventory" means all inventory and supplies of the Guangxi Huijie Business as of September 30, 2006 as set forth in Schedule 1.1.17 hereto;

1.1.18.   " Guangxi Huijie Material Contracts" means the burden and benefit of and the right, title and interest of Guangxi Huijie in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which including, without limitation Guangxi Huijie is entitled in connection with the Guangxi Huijie Business whereunder Guangxi Huijie is obligated to pay or entitled to receive the sum of $10,000 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice, and, including without limitation, those contracts listed in Schedule 1.1.18 hereto;

1.1.19.   " Guangxi Huijie Related Party Debts" means the debts owed by the Guangxi Huijie Shareholders or by any family member thereof, or by any affiliate, director or officer of Guangxi Huijie or the Guangxi Huijie Shareholders, to Guangxi Huijie as described in Schedule 1.1.19 hereto;

1.1.20.   " Guangxi Huijie Shares" means all of the issued and outstanding shares of Guangxi Huijie's equity stock.

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1.1.21.   " Place of Closing" means the offices of AgFeed at 1095 Qing Lan Avenue, Economic and Technical Development Zone, Nan Chang City, Jiangxi Province, China 330013, or such other place as AgFeed and Guangxi Huijie may mutually agree upon;

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1.1.22.   " Other Terms" Any other terms defined within the text of this Agreement will have the meanings so ascribed to them.

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ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF AGFEED:  AgFeed hereby represents and warrants to Guangxi Huijie and the Guangxi Huijie Shareholders, with the intent that Guangxi Huijie and the Guangxi Huijie Shareholders will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:

4.1.1.     Formation. Guangxi Huijie is a company duly formed and validly subsisting under the laws of the People’s Republic of China;

4.1.2.     Carrying on Business. Guangxi Huijie carries on the Guangxi Huijie Business primarily in the People’s Republic of China and does not carry on any material business activity in any other jurisdiction. Guangxi Huijie is duly authorized to carry on the Guangxi Huijie Business in the People’s Republic of China. The nature of the Guangxi Huijie Business does not require Guangxi Huijieto register or otherwise be qualified to carry on business in any other jurisdiction;

4.1.3.   Legal Capacity. Guangxi Huijie has the legal power, capacity and authority to enter into and complete this Agreement;

4.2.1.   Authorized Capital. The authorized capital of Guangxi Huijie is as stated in its formation documents;

4.2.2.   Ownership of Guangxi Huijie Share s. The registered, issued and outstanding share capital of Guangxi Huijie on Closing shall be validly issued and outstanding as fully paid and non-assessable shares. The Guangxi Huijie Shareholders will be at Closing the registered and beneficial owners of 100% of the outstanding Guangxi Huijie Shares. The Guangxi Huijie Shares owned by the Guangxi Huijie Shareholders will on Closing be free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever.

4.2.3.   No Option, Warrant or Other Right. No person, firm or corporation has any agreement, option, warrant, preemptive right or any other right capable of becoming an agreement, option, warrant or right for the acquisition of Guangxi Huijie Shares held by the Guangxi Huijie Shareholders or for the purchase, subscription or issuance of any of the unissued shares in the capital of Guangxi Huijie;

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4.2.4.   No Restrictions. There are no restrictions on the transfer, sale or other disposition of Guangxi Huijie Shares contained in the charter documents of Guangxi Huijie or under any agreement.

4.3.1.   Charter Documents. The charter documents of Guangxi Huijie have not been altered since its formation date, except as filed in the record books of Guangxi Huijie

4.3.2.   Minute Books. The minute books of Guangxi Huijie are complete and each of the minutes contained therein accurately reflect the actions that were taken at a duly called and held meeting or by consent without a meeting. All actions by Guangxi Huijie which required director or shareholder approval are reflected in the corporate minute books of Guangxi Huijie. Guangxi Huijieis not in violation or breach of, or in default with respect to, any term of its Certificate of Incorporation (or other charter documents) or by-laws.

4.3.3.   Guangxi Huijie Financial Statements. The Guangxi Huijie Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of Guangxi Huijie as of the date thereof, and the sales and earnings of the Guangxi Huijie Business during the periods covered thereby, and have been prepared in conformity with generally accepted accounting principles consistently applied;

4.3.4.   Guangxi Huijie Accounts Payable and Liabilities. There are no liabilities, contingent or otherwise, of Guangxi Huijie which are not disclosed in Schedule 1.1.5 hereto or reflected in the Guangxi Huijie Financial Statements except those incurred in the ordinary course of business since the date of the said schedule, and Guangxi Huijie has not guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation. Without limiting the generality of the foregoing, all accounts payable and liabilities of Guangxi Huijie as of September 30, 2006 are described in Schedule 1.1.5 hereto;

4.3.5.   Guangxi Huijie Accounts Receivable. All the Guangxi Huijie Accounts Receivable result from bona fide business transactions and services actually rendered without, to the knowledge and belief of the Guangxi Huijie Shareholders, any claim by the obligor for set-off or counterclaim. Without limiting the generality of the foregoing, all accounts receivable of Guangxi Huijie as of September 30, 2006, are described in Schedule 1.1.6 hereto;

4.3.6.     Guangxi Huijie Bank Accounts. All of the Guangxi Huijie Bank Accounts, their location, numbers and the authorized signatories thereto are as set forth in Schedule 1.1.8 hereto;

4.3.7.   No Debt to Related Parties. Except as disclosed in Schedule 1.1.11 hereto, Guangxi Huijie is not and on Closing will not be, indebted to the Guangxi Huijie Shareholders nor to any family member thereof, nor to any affiliate, director or officer of Guangxi Huijie or the Guangxi Huijie Shareholders except accounts payable on account of bona fide business transactions of Guangxi Huijie incurred in the normal course of Guangxi Huijie Business, including employment agreements with the Guangxi Huijie Shareholders, none of which are more than 30 days in arrears;

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4.3.8.   No Related Party Debt to Guangxi Huijie. Except as set forth on Schedule 1.1.19 hereto, no Guangxi Huijie Shareholder nor any director, officer or affiliate of Guangxi Huijie is now indebted to or under any financial obligation to Guangxi Huijie on any account whatsoever, except for advances on account of travel and other expenses not exceeding $5,000 in total;

4.3.9.   No Dividends. No dividends or other distributions on any shares in the capital of Guangxi Huijie have been made, declared or authorized since the date of the Guangxi Huijie Financial Statements;

4.3.10.   No Payments. No payments of any kind have been made or authorized since the date of the Guangxi Huijie Financial Statements to or on behalf of the Guangxi Huijie Shareholders or to or on behalf of officers, directors, shareholders or employees of Guangxi Huijie nor under any management agreements with Guangxi Huijie, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;

4.3.11.   No Pension Plans. There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting Guangxi Huijie, except as set forth in the Guangxi Huijie Financial Statements;

4.3.12.   No Adverse Events. Since the date of the Guangxi Huijie Financial Statements:

4.3.12.1.   there has not been any material adverse change in the financial position or condition of Guangxi Huijie, its liabilities or the Guangxi Huijie Assets or any damage, loss or other change i