Maximp Sample Contracts

MAXIMP
Maximp • October 18th, 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.

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