Lease
      Contract of Premises

     

    
      	
              Leaser:
                Tianjin Milk Goat Dairy Co., Ltd.

            	
              Lessee:
                Tianjin Yayi Industrial Co., Ltd.

            
	
              Business
                license No.: 120193000005194

            	
              Business
                license No.: 120193000003231

            
	
              Address:
                6-2-801, Tianfa Technology Park,

            	
              Address:
                C Unit, 4th
                floor, D1, Xinmao

            
	
              Huayuan
                Industrial Park

            	
              Technology
                Park, Huayuan Industrial Park

            
	
              Postal
                code: 300384

            	
              Postal
                code: 300384

            
	
              Tel:
                58691665

            	
              Tel:
                88239888

            


    

    


    In
      accordance with related laws and regulations, both parties have reached
      agreement on the following:

    
      	
              1.

            	
              The
                premises to be leased

            


    

    The
      leaser leases a leasehold with a total area of about 30,165 square meters to
      the
      lessee, including a three-story building of milk powder and milk tablet
      workshops with an area of 13,365 square meters, a two-story building of liquid
      milk workshop with an area of 6,360 square meters, and a three-story building
      of
      warehouses with an area of 10,440 square meters.

    The
      function of the leasehold is to be used as workshops and warehouses, all of
      which will be leased to the lessee for use. If the lessee needs to change the
      function, it must have the leaser’s written consent. All the procedures required
      for changing the function should be covered by the lessee as per related
      regulation of the government. All expenses required for changing the function
      should be paid by the lessee.

    The
      leasehold is leased as a whole, which the lessee should manage on its own.
      The
      premises and warehouse involved should be constructed in accordance with the
      standards requested by the lessee.

    
      	
              2.

            	
              Lease
                term

            


    

    The
      lease
      term is 21 years, starting from September 1, 2008 till August 30,
      2029.

    Twelve
      months before the end of the term, with the lessee’s proposal and the leaser’s
      consent, both parties will sign a new lease contract about the leasehold. Under
      the same leasing conditions, the lessee has the priority.

    During
      the construction, the lessee has the right to stop the construction action
      which
      is not up to the requirement of the attachment. Only after the leaser has
      corrected its action according to the construction standard stated in the
      attachment of the contract, can the construction be resumed. The loss brought
      by
      the delay should be undertaken by the leaser. Meanwhile, the leaser should
      follow related laws, regulations and the construction industry requirement
      of
      People’s Republic of China. Party A should strictly follow the charts provided
      by party B to construct. The charts will be attachment of this
      agreement.

    
      	
              3.

            	
              Transfer

            


    

    Within
      10
      months after the contract is effective, the leaser should transfer the leasehold
      to the lessee for use as it is, and the lessee agrees to rent the leasehold
      and
      facilities as they are. During the transfer, both parties should make a list
      and
      sign on the list to confirm the condition of basic facilities. Photographs
      can
      be attached. For those transferred by installation, they should be confirmed
      at
      each installation.

    
      	
              4.

            	
              Lease
                expense

            


    

    Rent
      security

    As
      the
      leaser has promised not to raise the lease price of the completely new premises,
      which are


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    built
      as
      per the lessee’s requirement in the contract, within three years, the leaser
      needs to prepay the security.

    The
      amount of the security under this contract is twice the amount of the rent
      of
      the first season, which is RMB4,404,000.00.

    (In
      Chinese characters: RMB4,404,000.00)

    Rent

    From
      the
      first year to the third year, the rent is RMB0.8 per day per square meter,
      which
      is the basic rent. From the forth year, the annual increase of the rent should
      not exceed 10% of the basic rent. From the third year on, additional agreement
      should be signed on each last month of a year about the annual rent of the
      next
      year.

    House-Keeping
      Administration Expense

    The
      house-keeping administration fee is RMB1.00 per month per square
      meter.

    Power
      Supply Volume Increasing Expense

    The
      procedures to increase the volume of power supply should be covered by the
      leaser, while all the expenses (subject to the actual expenses) caused by
      increasing the volume of power supply should be undertaken by the
      lessee.

    
      	
              5.

            	
              Rent
                Payment

            


    

    Before
      signing this contract, the lessee should pay part of the rent security, which
      is
      RMB2,000,000.00 to the leaser, and the balance of the rent security should
      be
      paid off at one time before September 1, 2008. By the end of the lease term,
      within 60 days after the lessee has paid off all the rent, house-keeping
      administration expense and all the expenses caused by the lease action, and
      after the lessee has returned all the leasehold according to the contract,
      the
      leaser will return the rent security to the lessee unconditionally.

    The
      lessee should pay for the monthly rent on or before the 3rd
      of each
      month by remitting the rent to the account number appointed by the leaser,
      or by
      other payment term agreed by both parties in written form.

    Accounting
      Opening Bank of the Leaser: ___________________

    Account
      number: ______________________________________

    If
      the
      lessee pays the rent late, it should pay for late fee to the leaser, with the
      amount of: the number of days delayed times 3% of the rent payable.

    The
      lessee should pay to the leaser for the house-keeping administration fee on
      or
      before the 3rd
      of each
      month or as stated in Clause4.3. If the house-keeping administration fee is
      paid
      late, the lessee should pay for late fee to the leaser with the amount of the
      number of days delayed times 3% of the house-keeping administration fee
      payable.

    After
      the
      contract is effective, the leaser should start to cover procedures related
      to
      increasing the volume of power supply. The expense caused by increasing the
      volume of power supply, including but not limited to increasing the volume,
      should be undertaken by the lessee. The lessee should pay to the leaser for
      the
      related expenses during the procedure-covering period.

    
      	
              6.

            	
              Transfer
                of Leasehold

            


    

    During
      the lease term, if the leaser transfers part of or all of the property rights
      of
      the leasehold, the leaser should make sure that the receiver of the property
      rights will continue to implement the contract. Under the same condition, the
      lessee has the priority to purchase the leasehold.

    
      	
              7.

            	
              Maintenance

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      During
        the lease term, the lessee has exclusive right of use to the facilities of
        the
        leasehold. The lessee should be responsible for the maintenance and annual
        survey of the facilities, and should ensure that by the end of the contract
        term, the facilities can be returned to the leaser in a reliable condition
        together with the leasehold. The leaser has the right to inspect and supervise
        on its condition.

      The
        lessee is responsible for properly using and maintaining the leasehold and
        the
        facilities. The lessee should clear all the malfunctions and risks in time,
        so
        as to avoid possibilities to cause accidents.

    

    During
      the lease term, the lessee should take good care of the leasehold. If the
      leasehold is damaged because of the lessee’s misuse, the lessee should be
      responsible for the repair and undertake the expense.

    
      	
              8.

            	
              Fire-Control
                Security

            


    

    During
      the lease term, the lessee must strictly follow the Fire-Control Sanction of
      the
      People’s Republic of China and related systems, and actively assist the leaser
      to do fire-control well. Otherwise, all the consequent responsibilities and
      loss
      should be undertaken by the lessee.

    The
      lessee should follow related regulation to set fire-distinguisher in the
      leasehold. It is forbidden to use the fire-control devices in the building
      for
      other function.

    If
      Class
      A temporary fire-using action (including electric welding, hot-gas welding
      and
      so on) has to be taken for maintenance or repair in the leasehold, it must
      be
      approved by the government authority in charge of fire-control.

    The
      lessee should follow the related regulations of fire-control authority be fully
      responsible for the fire-control security. The leaser has the right to inspect
      on the fire-control security of the leasehold within a reasonable period agreed
      by both parties, but it should notice the lessee in written form in advance.
      The
      lessee should not refuse without a good reason nor delay to agree.

    
      	
              9.

            	
              Insurance
                Duty

            


    

    Within
      the lease term, the lessee is responsible for purchasing the insurance for
      the
      leasehold, the insurance for the leaser’s property and other necessary insurance
      (including liability insurance). If the lessee has not purchased the foregoing
      insurance, it should undertake all consequent compensation and
      liabilities.

    
      	
              10.

            	
              House-Keeping
                Administration

            


    

    When
      the
      lease term is over or the contract is terminated, the lessee should clean the
      leasehold, finish the moving and return the leasehold to the leaser right on
      the
      day that the lease term is over or the contract is terminated. If the lessee
      has
      not cleaned the odds and ends when it returns the leasehold, the expense caused
      by the leaser’s cleaning the odds and ends should be undertaken by the
      lessee.

    The
      lessee must follow laws of the People’s Republic of China, regulations of
      Tianjin City and the leaser’s regulations about the house-keeping administration
      of the leasehold. If the lessee violates the above, it should undertake
      corresponding liabilities. If the lessee’s violation of the above regulations
      has influenced the surrounding clients’ normal operation, the consequent loss
      should be compensated by the lessee.

    
      	
              11.

            	
              Decoration

            


    

    Within
      the lease term, if the lessee will conduct decoration or modification to the
      leasehold, it must submit the design plan of the decoration or modification
      to
      the leaser and get the leaser’s approval. Meanwhile, the lessee must report to
      related government authority for approval. If the


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    plan
      of
      the decoration or modification may influence the public part or other neighbors,
      the leaser may raise objection to that part of the plan, and the lessee should
      modify that part. The modification and decoration expense should be undertaken
      by the lessee.

    If
      the
      lessee’s decoration or modification plan may influence the main structure of the
      leasehold, the construction of can only proceed with written consent of the
      leaser and the original designer.

    Additional
      attachment brought by the decoration or modification belongs to the leaser.
      The
      lessee has no right to claim rights on the additional attachment nor to request
      for compensation from the leaser.

    
      	
              12.

            	
              Sublet

            


    

    Only
      with
      the leaser’s written consent can the lessee sublet part of the leasehold, but
      the lessee should be responsible for the administration of the sublet part,
      including collecting rent from the sub-lessee. The duties and rights of party
      A
      and B under this contract will not be changed because of the
      subletting.

    If
      there
      is any subletting, the lessee must follow the following clauses:

    1]
      The
      subletting term must not exceed the lease term;

    2]
      The
      function of the sublet leasehold must not exceed the function stated in
      Clause1;

    3]
      It
      should be clearly stated in the subletting agreement by the lessee that if
      the
      lessee terminates the contract, the subletting agreement should end at the
      same
      time.

    4]
      The
      lessee must request the sub-lessee to sign a letter of promise to promise that
      it agrees to implement the regulation related to subletting in the contract
      signed by the lessee and the leaser, and to promise that it will undertake
      joint
      liability for implementing the contract together with the lessee. When the
      lessee terminates the contract, the subletting agreement will end at the same
      time, and the sub-lessee will move out of the leasehold unconditionally. The
      lessee should submit the letter of promise, signed by the sub-lessee, to the
      leaser for its record within days after the subletting agreement is
      signed.

    5]
      No
      matter the lessee terminates the contract or not, the lessee is responsible
      for
      all consequent dispute brought by the subletting.

    6]
      The
      lessee should be responsible for the taxes and expenses caused by the
      subletting.

    
      	
              13.

            	
              Termination
                of the Contract

            


    

    Within
      the lease term, if the lessee owes the leaser rent or house-keeping
      administration fee for more than one month, and if within five days after the
      leaser has informed the lessee to pay for the payables in written form, the
      lessee still fails to pay the payables, the leaser has the right to stop the
      lessee from using the facilities in the leasehold. The lessee should undertake
      all the consequent loss (including but not limited to the loss of the lessee
      and
      the sub-lessee).

    If
      the
      lessee owes the leaser rent or house-keeping administration fee for more than
      three months, the leaser has the right to terminate the contract and follow
      Clause13.2 to implement. From the day that the leaser informs the lessee
      (including the sub-lessee) in written form such as fax or correspondence, the
      contract automatically ends. The leaser has the right to retain the lessee’s
      property (including the sub-lessee’s property) in the leasehold, and to sell by
      auction to pay for all the expenses that the lessee should pay for the lease
      till five days after the leaser sends a written notice on termination of the
      contract.

    Without
      the leaser’s written consent, the lessee must not terminate the contract. If the
      lessee really needs to terminate the contract, it must inform the leaser two
      month in advance and finish


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    the
      following procedures before terminating the contract:

    1]
      To
      return the leasehold to the leaser;

    2]
      To pay
      off the rent of the lease term and other expenses caused by the
      contract;

    3]
      To pay
      twice amount of the monthly rent to the leaser for compensation on or before
      the
      last day before the termination date of the contract. Within five days after
      the
      lessee has implemented the foregoing duties, the leaser should return the rent
      security to the lessee without any interest.

    
      	
              14.

            	
              Clause
                of Impunity

            


    

    If
      due to
      the modification of the government’s laws and regulations upon the leasing
      behavior or due to local government’s action that the leaser can not implement
      the contract, the Clause14.2 should be followed.

    Whenever
      any serious natural disaster, war or other unforeseeable or irresistible force
      occurs, which has caused either party’s failure to implement the contract, the
      party that has encountered the foregoing irresistible force should notice the
      other party through mail or fax within 30 days, and provide details of the
      irresistible force and the certifying document as the reason why the contract
      can not be implemented completely or partially, or why the contract needs
      extending. The certifying document should be issued by local notarization
      authority of the place when the irresistible force occurred. If such certifying
      document can not be got, other powerful certification should be provided. The
      party which has suffered the irresistible force will therefore be
      exempted.

    
      	
              15.

            	
              End
                of the Contract

            


    

    If
      by the
      termination or the end of the contract, party A and B have not reached agreement
      for extension, the lessee should move out of the leasehold on the terminating
      or
      ending day, and return the leasehold to the leaser. If the lessee does not
      move
      out or does not return the leasehold, it should pay to the leaser double rent,
      but the leaser has the right to notice the lessee in written form that it won’t
      accept double rent, and has the right to withdraw the leasehold, and move things
      in the field of the leasehold out of it. In addition, the leaser is not
      responsible for keeping the things.

    
      	
              16.

            	
              Advertisement

            


    

    If
      the
      lessee needs to set advertising board on the body of the leasehold building,
      it
      must follow regulations of the government to cover related procedures and submit
      to the leaser for record.

    If
      the
      lessee needs to set advertising board on the surrounding of the leasehold
      building, it should get the leaser’s written consent and follow related
      governmental regulation to implement.

    
      	
              17.

            	
              Related
                Taxes

            


    

    On
      the
      basis of related regulations of Chinese government and the local government,
      the
      stamp tax, registration fee, lawyer witness fee and other related taxes should
      be undertaken by the leaser and the lessee as per related regulations. The
      leaser should be responsible for the related registration
      procedures.

    
      	
              18.

            	
              Notice

            


    

    All
      the
      notices delivered on the basis of the requirement of the contract, the
      correspondences between the leaser and the lessee, and the notices and requests
      related to the contract must be sent in written form; as long as a mail or
      fax
      from one party to the other has been sent, or seven days after the delivery
      expense has been paid for a registered mail, which is sent to the address stated
      on the first page of the contract and the receiver of which is the other party,
      the mail, fax and registered mail will be regarded as received.

    
      	
              19.

            	
              Settlement
                of Dispute

            


    

    If
      any
      dispute arises, it should be settled through negotiation between the two
      parties; or it can be


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    settled
      by the people’s court at the place where the fixed assets are through
      lawsuit.

    
      	
              20.

            	
              Other
                Clauses

            


    

    If
      there
      is anything not settled, it may be settled by an additional agreement signed
      by
      both parties after negotiation.

    There
      should be four copies of the contract, with each of party A and B holding
      two.

    The
      contract is effective after both parties have signed and stamped on it, and
      after the leaser has received the rent security for the first term paid by
      the
      lessee.

    


    
      	
              Leaser
                (stamp): (stamp)

            	
              Lessee
                (stamp): (stamp)

            
	
              Authorized
                Representative (signature): ______

            	
              Authorized
                Representative (signature): _______

            
	
              Signing
                Date: January 15, 2007

            	
              Signing
                Date: January 15, 2007