Plant
Transfer Contract




Party A:
Tianjin Mengyang Biotechnology Co., Ltd.


Business
License No.: 120223000009884


Address:
Jinhai Road, Jinghai Development Area, Tianjin  P.C.:
301600


Tel:
022-27984733





Party B:
Tianjin Yayi Industrial Co., Ltd.


Business
License No.: 120193000003231


Address:
Unit C, 4th floor,
Building D1, Xinmao Technology Park, Huayuan Industrial Park,
Tianjin  P.C.: 300384


Tel.:
022-27984058





On the
basis of relevant laws and regulations of the People’s Republic of China, both
parties have negotiated and achieved the following agreement:




A.
            Target
      of Transfer




Party A
transfers to party B a total area of 30,165 square meters including a
three-story building of milk powder and tablet workshop with an area of 13,365
square meters; a two-story building of liquid milk workshop with an area of
6,360 square meters; a three-story building of warehouses with an area of 10,440
square meters (collectively addressed as “the Premises”). The premises are
located close to the crossing between Yunshan Road and Jinhai Road of Jinghai
Development Area of Tianjin.




B.
            Price
      of Transfer




The total
price of transfer is RMB90,495,000.00





C.
            Payment
      Term




Since
party B has already paid RMB4,404,000.00 to party B before September 1, 2008 in
accordance with the Lease Contract of Premises signed on January 15, 2007, both
parties agree to reduce such amount from the total price of transfer. Thus,
party B still need to pay RMB86,091,000.00 to party A.




Both
parties agree that from the month when the contract is signed, party B should
pay to party A RMB10,000,000.00 per month before the end of each month until the
end of April 2009. The monthly payment can be made in several times. And party B
should pay off the balance before June 1, 2009.




D.
              Rights
      and Duties of Party A


a)
              After
      the contract is effective, if party B fails to pay in accordance with the
      term stated in the Clause C, party A will have the right to charge party B
      0.1% of the outstanding part of payment as the late
fee.


b)
              Party
      A is responsible for completing the construction of the premises and
      transfer the premises to party A before June 1, 2009. The completion of
      the transfer of the premises is subject to party B’s check and written
      confirmation by signature.


E.
              Rights
      and Duties of Party B


a)
            After
      the contract is effective, if party B fails to pay in accordance with the
      term stated in the Clause C, it will be responsible for paying party A
      0.1% of the outstanding part of payment as the late
  fee.





b)
              Party
      B has the right to urge party A for the completion of the construction of
      the premises before June 1, 2009 and has the right to check and inspect on
      the quality of construction. If the quality of construction is accepted,
      party B is responsible for arranging a representative to sign as
      confirmation; if it is not accepted, party B has the right to require
      party A to fix the unacceptable items.


F.
            Irresistible
      Force




If any
irresistible force, such as serious natural disaster, war or other
non-predictable force, has led to either party’s failure to implement the
contract, the influenced party should inform the other party by mail or fax
promptly and provide supporting documents for not being able to implement all or
part of the contract, or supporting documents for needing extension to
implement. The supporting document should be issued by the local notary
institutions where the irresistible force occurred. If it is impossible to get
such supporting document, other effective certification should be provided. The
party which has suffered the irresistible force may be exempted from the related
duties.




G.
            Termination




After the
contract is effective, both parties have the right to propose for termination of
the contract. Either party should inform the other party for the termination in
written form 30 days in advance, and must get written approval from the other
party.




H.
            Dispute




If any
dispute arises, both parties should try to settle it through negotiation or
claim a suit to the local court where is fixed assets are.





I.
            Others




For
anything not mentioned in the contract, both parties may discuss and sign an
additional agreement, which has the same legal effectiveness as the
contract.




The
contract should be in duplicate, with each of party A and B holding one original
copy.




The
contract is effective after both parties’ signature and stamping.




Party A (stamp):
                                
                                
                                Party B (stamp):Representative (signature):
                                
                                
                                Representative (signature):Date:
                                
                                
                                Date: