SHARE PLEDGE AGREEMENT

Form 8-K, Exhibit 10.4

SHARE PLEDGE AGREEMENT

This Share Pledge Agreement (hereinafter this “ Agreement ”) is dated November 17, 2008, and is entered into between General Red Company, Ltd. , a limited liability company organized under the laws of British Virgin Islands (“ Pledgee ”), and each of the shareholders of Xingguo General Red Navel Orange Preservation Company, Ltd (collectively, the “ Pledgors ”), and Xingguo General Red Navel Orange Preservation Company, Ltd (hereinafter “ Xingguo ”), a limited liability company organized under the laws of the People’s Republic of China .

RECITALS

1.  Pledgee and Xingguo executed a Consultation Agreement (hereinafter “ Consultation Agreement ” or “ Services Agreement ”) concurrently herewith, and such agreement has a term of 20 years. Based on this agreement, Xingguo shall pay technical consulting and service fees (hereinafter the “ Consultation Fees ” or “ Services Fees ”) to Pledgee for offering consulting and related services.

1.  In order to ensure that Xingguo will perform its obligations under the Consultation Agreement, and the Pledgee can normally collect the Consultation Fees from Xingguo, the Pledgors agree to pledge all their equity interest in Xingguo as security for the performance of the obligations of Xingguo under the Consultation Agreement and the payment of Consultation Fees under such agreement.

NOW THEREFORE , the Pledgee, Xingguo and the Pledgors through mutual negotiations hereby enter into this Agreement based upon the following terms:

1.   Definitions and Interpretation . Unless otherwise provided in this Agreement, the following terms shall have the following meanings:
 
1.1 “ Pledge ” refers to the full content of Section 2 hereunder.
 
1.2 “ Equity Interest ” refers to all the equity interest in Xingguo legally held by the Pledgors.
 
1.3 “ Term of Pledge ” refers to the period provided for under Section 3.2 hereunder.
 
1.4 “ Event of Default ” refers to any event in accordance with Section 7.1 hereunder.
 
1.5 “ Notice of Default ” refers to the notice of default issued by the Pledgee in accordance with this Agreement.
 
2.   Pledge . The Pledgors agree to pledge their equity interest in Xingguo to the Pledgee (“ Pledged Collateral ”) as a security for the obligations of Xingguo under the Consultation Agreement. Pledge under this Agreement refers to the rights owned by the Pledgee, who shall be entitled to a priority in receiving payment by the evaluation or proceeds from the auction or sale of the equity interest pledged by the Pledgors to the Pledgee.
 
3.   Term of Pledge .
 

3.1  The Pledge shall take effect as of the date when the equity interest under this Agreement is recorded in the Register of Shareholder of Xingguo. The term of the Pledge shall be for two (2) years after the obligations under the Consultation Agreement will have been fulfilled. The parties agree that, if situations allow, they will use their best efforts to register the pledge with the competent Administration for Industry and Commerce at the registration venue of Xingguo.

3.2  During the term of the Pledge, the Pledgee shall be entitled to vote, control, sell, or dispose of the pledged assets in accordance with this Agreement in the event that Pledgors do not perform their obligation under the Consultation Agreement and Xingguo fails to pay exclusive technology consulting service fee in accordance with the Consultation Agreement.

4.1  During the term of Pledge under this Agreement, the Pledgors shall deliver the physical possession of their certificates representing shares of capital stock of Xingguo (“ Share Certificates ”) to the Pledgee within one (1) week as of the date of conclusion of this Agreement.

4.2  The Pledgee shall be entitled to collect the dividends for the equity interest.

4.3  The Pledge under this Agreement will be recorded in the Register of Shareholders of Xingguo.

5.   Representation and Warranties of Pledgors .
 
5.1 The Pledgors are the legal owners of the equity interest pledged.
 
5.2 The Pledgors have not pledged the equity interest to any other party, and or the equity interest is not encumbered to any other person except for the Pledgee.
 
6.   Covenants of Pledgors .
 
6.1 During the effective term of this Agreement, the Pledgors promise to the Pledgee for its benefit that the Pledgors shall:
 

6.1.1 Not transfer or assign the equity interest, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;

6.1.2  Comply with and implement laws and regulations with respect to the pledge of rights; present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five (5) days upon receiving such notices, orders or suggestions; and comply with such notices, orders or suggestions; or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee;

6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of its right, and any events or any received notices which may change the Pledgor’s any warranty and obligation under this Agreement or affect the Pledgor’s performance of its obligations under this Agreement.

6.2 The Pledgors agree that the Pledgee’s right to the Pledge obtained from this Agreement shall not be suspended or inhibited by any legal procedure launched by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any such other person.

6.3 The Pledgors promise to the Pledgee that in order to protect or perfect the security for the payment of the Services Fees, the Pledgors shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, contracts, and perform actions and cause other parties who have interests to take action, as required by the Pledgee; and make access to exercise the rights and authorization vested in the Pledgee under this Agreement.

6.4 The Pledgors promise to the Pledgee that they will execute all amendment documents (if applicable and necessary) in connection with any transfer of the Share Certificates with the Pledgee or its designated person (natural person or a legal entity), and provide the notice, order and decision to the Pledgee by who considers to be necessary within reasonable time.

6.5 The Pledgors promise to the Pledgee that they will comply with and perform all the guarantees, covenants, warranties, representations and conditions for the benefits of the Pledgee. The Pledgors shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgors do not perform or fully perform their guarantees, covenants, warranties, representations and conditions.