Zheng Hui Industry Corp. Sample Contracts

EQUITY INTEREST PLEDGE AGREEMENT
Equity Interest Pledge Agreement • July 12th, 2010 • Zheng Hui Industry Corp.

THIS EQUITY INTEREST PLEDGE AGREEMENT (this “Agreement”) is entered into by and between the following parties effective as of March 25, 2010.

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UNDERWRITING AGREEMENT between Zheng Hui Industry Corporation, its Operating Entities listed on Annex 1 hereto, and RODMAN & RENSHAW, LLC and NEWBRIDGE SECURITIES CORPORATION as Representatives
Underwriting Agreement • January 31st, 2011 • Zheng Hui Industry Corp. • Poultry slaughtering and processing • New York

The undersigned, Zheng Hui Industry Corporation, a company formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC and Newbridge Securities Corporation (hereinafter referred to as “you” (including its correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • January 6th, 2011 • Zheng Hui Industry Corp. • Poultry slaughtering and processing • Nevada

EMPLOYMENT AGREEMENT made as of May 24 2010, between Zheng Hui Industry Corporation, a Nevada corporation, with the address of Daokou Industry Park, Yingli Town, Shouguang, Shandong P.R. China, 262717 (hereinafter referred to as “Employer” or “Company”) and Shan Yongping, an individual residing at No 48, Nanshanhou Village, Yingli Town, Shouguang City, Shandong province, China. (hereinafter referred to as “Employee”)

EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT
Exclusive Technical Consulting Service Agreement • July 12th, 2010 • Zheng Hui Industry Corp.

THIS EXCLUSIVE TECHNICAL CONSULTING SERVICE AGREEMENT (the “Agreement”) is entered into by and between the following parties effective as of March 25, 2010.

ZHENG HUI INDUSTRY CORPORATION WARRANT __________ Shares of Common Stock
Zheng Hui Industry Corp. • January 31st, 2011 • Poultry slaughtering and processing

This WARRANT (this “Warrant”) of Zheng Hui Industry Corporation, a company duly organized and validly existing under the laws of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of [ ], 2011, by and among the Company, Newbridge Securities Corporation and Rodman & Renshaw, LLC, the representatives of the Underwriters (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of _______ shares of common stock, $0.001 par value (the “Shares”), of the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • July 12th, 2010 • Zheng Hui Industry Corp. • Nevada

EMPLOYMENT AGREEMENT made as of May 24, 2010 , between Zheng Hui Industry Corporation, a Nevada corporation, with the address of Daokou Industry Park, Yingli Town, Shouguang, Shandong P.R. China, 262717 (hereinafter referred to as “Employer” or “Company”) and Shan Junfeng, an individual residing at Apartment 1-1-201, No. 1 Xinxing Street, Shouguang City, Shandong province, China. (hereinafter referred to as “Employee”)

Loan Guarantee Agreement Shandong Shouguang Rural Cooperative Bank
Zheng Hui Industry Corp. • July 12th, 2010

For good and honest performance of the Loan Contract ( No. Shouguang Nong Shang Hang Jie Zi 2009 No. 2-86, and hereafter referred to as the “Principal Contract”) executed between Shouguang Desheng Steel Structure Equipment Installment Co., Ltd (hereafter referred to as the “Debtor”) and the Creditor, the Guarantor agrees to provide guarantee to the Creditor as of the debt under the Principal Contract. This contract is made and agreed according to applicable laws and regulations and on the basis of common agreement of both parties.

Duck Feed Sales Contract
Zheng Hui Industry Corp. • July 12th, 2010

Party B shall be responsible for the delivery and transportation of the products and all expenses incurred thereof shall be borne by Party B.

Loan Guarantee Agreement Shandong Shouguang Rural Cooperative Bank
Zheng Hui Industry Corp. • July 12th, 2010

For good and honest performance of the Loan Contract ( No. Shouguang Nong Shang Hang Jie Zi 2009 No. 3-137, and hereafter referred to as the “Principal Contract”) executed between Shandong Haihui Group Co., Ltd (hereafter referred to as the “Debtor”) and the Creditor, the Guarantor agrees to provide guarantee to the Creditor as of the debt under the Principal Contract. This contract is made and agreed according to applicable laws and regulations and on the basis of common agreement of both parties.

Frozen Duck Meat Sales Contract
Zheng Hui Industry Corp. • July 12th, 2010

Subject of Contract Specification of Variety(kilogram) Quantity (KG) Unit Price Including Tax(yuan/KG) Total Price Remark

OPERATING AGREEMENT
Operating Agreement • July 12th, 2010 • Zheng Hui Industry Corp.

This Operating Agreement (hereinafter referred to as the “Agreement”) is entered into among the following parties in Beijing as of March 25, 2010:

Meat Duck Raising Contract
Zheng Hui Industry Corp. • July 12th, 2010

Party A shall weigh the ducks in Party B’s feedlot and issue weight notes against which Party B shall settle accounts in Party A’s financial department. Payment upon delivery shall not be allowed.

Loan Guarantee Agreement Shandong Shouguang Rural Cooperative Bank
Zheng Hui Industry Corp. • July 12th, 2010

For good and honest performance of the Loan Contract ( No. Shouguang Nong Shang Hang Jie Zi 2009 No. 3-105, and hereafter referred to as the “Principal Contract”) executed between Shandong Haihui Group Co., Ltd (hereafter referred to as the “Debtor”) and the Creditor, the Guarantor agrees to provide guarantee to the Creditor as of the debt under the Principal Contract. This contract is made and agreed according to applicable laws and regulations and on the basis of common agreement of both parties.

AGREEMENT OF MERGER
Agreement of Merger • July 12th, 2010 • Zheng Hui Industry Corp.

Now, on this 17 day of May, 2010, the Zheng Hui Industry Corporation, an Oregon corporation, and the Zheng Hui Industry Corporation, a Nevada corporation, have entered into the following Agreement of Merger:

Loan Guarantee Contract Shandong Shouguang Rural Cooperative Bank
Zheng Hui Industry Corp. • July 12th, 2010

For good and honest performance of the Loan Contract ( No. Shouguang Nong Shang Hang Jie Zi 2009 No. 2-126, and hereafter referred to as the “Principal Contract”) executed between Shouguang Desheng Steel Structure Equipment Installment Co., Ltd (hereafter referred to as the “Debtor”) and the Creditor, the Guarantor agrees to provide guarantee to the Creditor as of the debt under the Principal Contract. This contract is made and agreed according to applicable laws and regulations and on the basis of common agreement of both parties.

Purchase and Sales Agreement of Breeder Ducks
Purchase and Sales Agreement • August 26th, 2010 • Zheng Hui Industry Corp. • Poultry slaughtering and processing

Through mutual negotiations, Party A and Party B hereby conclude the following agreement in regard to Party B’s purchase of day-old breeders (the parent generation) of cherry valley from Party A:

EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT
Exclusive Equity Interest Purchase Agreement • July 12th, 2010 • Zheng Hui Industry Corp.

THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and among the following parties effective as of March 25, 2010.

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