EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement ") is entered into as of the 25 ^th day of June, 2009, by and between Nanchang Best Animal Husbandry Co., Ltd., a corporation organized under the laws of the People's Republic of China (the " Company "), and Junhong Xiong (the " Executive ").

WHEREAS, the Company desires to set forth the nature and terms upon which the Company will employ Executive, including the amount of compensation and other benefits to be provided to Executive and any of the rights of the Executive in the event of the Executive's termination of employment with the Company.  The Executive is willing to commit to serve the Company on the terms and conditions herein provided.

1.            Employment .  The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, on the terms and conditions set forth herein.  So long as Executive is employed by the Company, Executive shall devote substantially all of his business time and energy and his best efforts to the performance of his duties as an employee of the Company.

2.            Term .  The term ("Term") of Executive's employment under Section 1 will commence on the date hereof (the "Effective Date") and shall continue until the third anniversary of the Effective Date, subject to renewal or earlier termination as may be set forth in this Agreement.

3.            Position and Duties .  Subject to the ultimate control of the Company, the Executive shall serve as the Chief Executive Officer of the Company and its parent, AgFeed Industries, Inc. ("AgFeed"), and shall handle such responsibilities and duties as are normally associated with this position and as may be delegated by the Chairman of AgFeed from time to time, including, but not limited to supervising and controlling all of the business and affairs of the Company.  The Executive shall report directly to the Chairman of AgFeed.

4.            Compensation and Related Matters .

(a)            Base Salary .  During the Executive's employment with the Company, the Company shall pay to the Executive a base salary at a rate of Thirty Six Thousand Dollars ($36,000) per annum (Three Thousand Dollars ($3,000 per month),   commencing on the Effective Date.  The Chairman of AgFeed, together with AgFeed's Compensation Committee, shall review the Executive's performance and base salary no less than annually and shall decide whether to grant any increase or decrease in the Executive's base salary and, if so, the amount of such increase or decrease based upon such review.

(b)            Payment of Base Salary .  The base salary (as determined in accordance with Section 4(a)) shall be to the Executive in immediately available funds by wire transfer as directed by the Executive no less frequently than monthly in arrears.

(c)            Bonuses .  The Executive shall be eligible for and may receive bonuses.  The amount, if any, and timing of any bonuses, shall be solely within the discretion of the Company.

(d)            Expenses .  During the Term, the Executive shall be entitled to receive prompt reimbursement for all pre-approved expenses incurred by the Executive in performing services hereunder, including all expenses of travel and lodging while on business at the request of and in the service of the Company, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company.

(e)            Benefits .  The Company shall provide the Executive with welfare benefits in accordance with the Company's employee manual.

(f)            Vacation .  The Executive will be entitled to receive vacations as specified in the Company's employee manual.

5.           Directors and Officers Liability Insurance.  During the term of this Agreement, AgFeed shall have in force and effect (at its own cost) Directors and Officers Liability Insurance, with coverage in such amounts as may be deemed appropriate by AgFeed’s Board of Directors.  The Executive shall be a covered employee under such insurance.

6.           Termination.

(a)           The Executive's employment under this Agreement may be terminated by the Executive or the Company at any time, with or without Cause (as defined below).

(b)           In the event of termination by the Company without Cause, or in the event of the Executive's death or disability or a Constructive Termination (as defined below), the Company shall pay the Executive a lump sum severance amount equal to Two Hundred Thousand  Dollars ($200,000).  In the event of termination by the Company with Cause, or if the Executive voluntarily terminates his employment, then the Executive shall not be entitled to the severance payment described in Section 6(b).

(c)           In the event of termination by the Company without Cause, or in the event of the Executive's death or disability or a Constructive Termination, any options granted to the Executive (including the Option) shall vest immediately and may be exercised in full or in part within one (1) year from the date of termination, the Executive's death or disability, or Constructive Termination.  The effect of any other termination of the Executive's employment on options granted to the Executive shall be the immediate cancellation and forfeiture of any unexercised portion of the Option (whether or not vested).

(d)           For the purposes of this Agreement, "Cause" shall mean (1) a refusal, failure, or inability to perform any reasonable assigned duties; (2) a material breach or violation of this Agreement; (3) conduct by the Executive that constitutes gross negligence or wilful misconduct; (4) material failure to follow AgFeed's or the Company's policies,