Employment Contract Of Inner Mongolia Yongye Nongfeng Biotechnology Co., Ltd

1.

Pursuant to the Labor Law of the People's Republic of China(hereinafter “Labor Law”), the Employment Law of the People’s Republic of China(hereinafter “Employment Law”) and other relevant regulations, in consideration of the mutual promises and covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, Party A and Party B (collectively referred to as the "Parties") hereby agree as follows:

2.

This Contract shall be a contract with a fixed term of _3 _ years, from March 20 , 2009 ("Starting Date") to March 19   , 2012 .

3.

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4.

If upon the expiration of the term, Party A and Party B agree to renew this Contract, they shall execute the Agreement to Renew Employment Contract attached to this Contract as Appendix A, or shall execute a new employment contract.

5.

Party B agrees to assume the position of Chief Financial Officer pursuant to the work needs of Party A.  The position duty, work task, objective, disciplines and other relevant management rules shall be implemented according to the work standards and other rules prescribed by Party A.  The main work location of Party B shall be [Beijing, China ] .

6.

Both Parties acknowledge that, Party A shall have the right to change the type of work, job title and position, job duties and work location of Party B at any time according to the business needs of Party A or ability or work performance or actual situation of Party B, provided, however, that such change shall be made in good faith with reasonable causes.  Party B shall be subject to any such changes as deemed necessary and appropriate in the sole judgment of Party A.

7.

Party B hereby agrees that, in addition to the duties and responsibilities otherwise set forth herein, during the term of this Contract, Party B shall:

7.2

perform his/her duties hereunder faithfully and diligently for Party A in accordance with the terms hereunder, the rules and policies of Party A and the applicable laws and regulations, engage in no activities which are in violation of any PRC laws or regulations or may be prejudicial to the interests of Party A, and seek no personal gains, directly or indirectly, by utilizing his/her position or power in Party A.

8.

Party B shall work five (5) days per week, eight (8) hours per day, with the average working hours not exceeding forty (40) hours per week.  Party A may require Party B to work overtime due to the business needs and Party A shall pay Party B overtime pay in accordance with its overtime management rules and the relevant state regulations.

9.

Party A shall provide Party B with appropriate working conditions and facilities and with labor protection in accordance with the state standards, and Party B shall comply with the rules and regulations of work safety and sanitation formulated by Party A.

10.

Party A will be responsible for providing education and training to Party B on business technologies, labor safety and sanitation and articles of association of Party A.

11.

In consideration of the duties and obligations assumed by Party B under this Contract, Party A shall pay annual salary of USD145,000 to Party B, confirmed in writing per month, which will be payable on _ 15 ^th   of each corresponding month.

13.

Party B shall be responsible for the payment of due and payable individual income tax resulting from the salary and other remuneration paid by Party A in accordance with the relevant PRC laws and regulations.  Party A, as the withholding person, shall withhold the individual income tax and other due and payable tax of Party B prior to paying the remuneration to Party B as required by law.

14.

Party A shall have the right to adjust the salary and welfare of Party B appropriately based on the capability, experience, attitude, performance, achievement, working-age and position of Party B as well as according to the salary and position adjustment policies and business conditions experienced by Party A.

15.

Party A shall deduct the following from the salary payable to Party B in accordance with the relevant PRC laws and regulations:

15.1

The individual income tax of Party B;

15.2

The part of the society insurance and other welfare benefits which are to be borne by Party B;

15.3

All compensation or fines payable by Party B and withheld by Party A on the effective court verdict or arbitration decision;

15.4

All compensation or fines payable by Party B to Party A according to  court verdict or arbitration decision.

16.

Party A may, in its discretion, pay a bonus to Party B based upon Party A’s business operation situation and articles of association.  The detailed amount, conditions and form will be set forth by Party A.  Notwithstanding the above, paying bonus should not be deemed as an obligation of Party A.

17.

The Parties shall pay premiums for social security insurance schemes such as Pension, Unemployment, Medical Insurance, etc. in accordance with relevant PRC laws and regulations.

18.

Party B shall abide by the Working Rules and articles of association stipulated by Party A pursuant to laws. Party B shall strictly adhere to proper instructions and decisions of Party A, take care of all assets of Party A, and abide by professional morality.

19.

In case Party B violates the Working Rules or articles of association of Party A, Party A may impose punishment to Party B in accordance with the Working Rules or articles of association of Party A.

20.

Party A has the right to require Party B to compensate the economic losses caused by Party B’s violation of relevant laws, Working Rules or articles of association of Party A.

21.

Party A has the right to appropriately amend its rules or articles of association at any time based on its business needs. Party A shall notify Party B in any way Party A deems proper, including but not limited to, through notice, announcement, e-mail and memorandum of any such changes.

22.

Party B shall not take position in any other enterprise or company during working in Party A.  Any invention, creation, development, design, improvement, production made by Party B during working in Party A shall belong to Party A, and any intellectual property right arising from them (including but not limited to patent right, copyright, know-how) shall also belong to Party A.

23.

Party B shall keep the proprietary and confidential information of Party A confidential and shall abide by any confidentiality rules set forth by Party A. Party B shall not take, use of or disclose any material or information of Party A to any third party except on behalf of Party A's and with Party A's prior written consent. Party B shall execute and abide by the Non-disclosure and Non-Competition Agreement ("Confidentiality Agreement").  Where Party B breaches the competition restriction obligation under the Confidentiality Agreement, Party B shall pay liquidated damages to Party A in accordance with Confidentiality Agreement.

24.

Party B agrees that Party A may disclose his/her personal information including, but not limited to, Party B's name, address, nationality, position, payment, bank account, this Contract and its renewal and amendment, as directly or indirectly required by Party A's reasonable business and operation.

Chapter 10- Modification, Termination and Extension of the Employment Contract

25.

In case a modification occurs in the laws and administrative regulations that govern this Contract, the corresponding part of this Contract and appendixes shall be modified ac