0001213900-10-004052 Sample Contracts

SHARE TRANSFER AGREEMENT BETWEEN KWOK Yam Sheung AND TIAN Wenjun 田文军
Share Transfer Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products • New York

THIS SHARE TRANSFER AGREEMENT (this “Agreement”) is made on April 26, 2010 by and among KWOK Yam Sheung, a Canadian citizen with passport number JX416671 (the “Transferor”) and TIAN Wenjun 田文军 (the “Transferee”).

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Railway Lease Agreement
Railway Lease Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This RAILWAY LEASE AGREEMENT (“Agreement”) is entered into this 21st day of December, 2006 by and between Yuci Dongzhao Railway Freight Station (“Party A”) and Jinzhong Yongcheng Agriculture Trading Co. Limited (“Party B”).

Corn Purchase Letter of Intent
Corn Purchase Letter of Intent • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This CORN PURCHASE LETTER OF INTENT (No.YL2009-001) (“Letter of Intent”) is entered into this 20th day of December, 2009 in Taiyuan City, Shanxi Province, by and between Shanghai Yihai Trading Co., Ltd., Shanxi Office (“Party A”) and Jinzhong Yuliang Agricultural Trading Co., Limited (“Party B”).

Warehouse Lease Agreement
Warehouse Lease Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This WAREHOUSE LEASE AGREEMENT (“Agreement”) is entered into this 28th day of December, 2008 by and between Shanxi Means of Production Company, Yuci Warehouse (“Party A”) and Jinzhong Yongcheng Agriculture Trading Co. Limited (“Party B”).

Railway Lease Agreement
Railway Lease Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This RAILWAY LEASE AGREEMENT (“Agreement”) is entered into this 15th day of November, 2007 by and between Shanxi Yuci Cereal Reservation Depot (“Party A”) and Jinzhong Yongcheng Agriculture Trading Co. Limited (“Party B”).

Agricultural Technology Cooperation Agreement
Agricultural Technology Cooperation Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This AGRICULTURAL TECHNOLOGY COOPERATION AGREEMENT (“Agreement”) is entered into this 24th day of August, 2008 by and between Sorghum Institute, Shanxi Academy of Agricultural Science (“Party A”) and Jinzhong Deyu Agriculture Trading Co., Ltd. (“Party B”).

Railway Lease Agreement
Railway Lease Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This RAILWAY LEASE AGREEMENT (“Agreement”) is entered into this 21st day of December, 2006 by and between Shanxi Cereal & Oil Group, Mingli Reservation Depot (“Party A”) and Jinzhong Yongcheng Agriculture Trading Co. Limited (“Party B”).

Agricultural Technology Cooperation Agreement
Agricultural Technology Cooperation Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This AGRICULTURAL TECHNOLOGY COOPERATION AGREEMENT (“Agreement”) is entered into this October 2007 by and between Jinzhong Deyu Agriculture Trading Co., Ltd. (“Party A”) and Millet Research Institute, Shanxi Academy of Agricultural Science (“Party B”).

MAXIMP
Private Placement Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products • New York

This letter confirms our agreement that China Deyu Agriculture Technology, Ltd. (the "Company") has engaged Maxim Group LLC (together with its affiliates and subsidiaries, "Maxim" or the "Placement Agent") to act as the Company's exclusive Placement Agent in connection with the proposed private placement (the "Offering") of equity or equity linked securities (the "Securities") of the Company. The terms of the Securities and the gross proceeds of such Offering will be substantially in the form to be negotiated between the Placement Agent and the Company with one or more accredited investors (described below). The gross proceeds of the Offering will be up to $10,000,000.

Warehouse Lease Agreement
Warehouse Lease Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

This WAREHOUSE LEASE AGREEMENT (“Agreement”) is entered into this 21st day of December, 2006 by and between Shanxi 661 Warehouse (“Party A”) and Jinzhong Yongcheng Agriculture Trading Co. Limited (“Party B”).

FARMLAND TRANSFER AGREEMENT
Farmland Transfer Agreement • October 6th, 2010 • Deyu Agriculture Corp. • Grain mill products

WHEREAS, the parties hereto desire to enter into this Agreement to define and set forth the terms and conditions of the transfer of farmland use rights between Party A and Party B.

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