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hedge_fun

12/21/11 2:31 PM

#1915 RE: _mmech #1914

That was WAIVED.....that's why China Gate is still around!


2. We note your statement on page seven that the parties’ obligations to consummate the second closing are conditioned upon the execution of the assignment of the right to grow and harvest fast-growing grasses from China Gate to lPA China. Please revise your disclosure to indicate the anticipated terms of the assignment, when the parties anticipate executing it and whether the original licensor of the grass has agreed to such assignment.


Response: We have waived this requirement in exchange for Chang and China Gate executing the third amendment to the Securities Purchase Agreement.

****Why in the HECK did Chang NOT require China Gate to assign the license?........hmmmm

4. We note your response to comment nine from our letter dated August 21, 2009 and your deletion of the risk factor addressing the risk that the second closing may not occur. Please include a risk factor addressing the risk that in the event the second closing does not occur, China Gate will not be obligated to assign its right to grow and harvest fast-growing grasses to lPA China.


Response: Since we have waived this requirement, we have inserted a risk factor discussing China Gate’s lack of obligation to assign its right to grow and harvest fast growing grasses to IPA China.