Fenghui
      Leasing Co., Ltd
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Financial
Sale-Back-Lease Contract





Contract
No.: FHL2010SHZIND001





Lessor:
Fenghui Leasing Co., Ltd




Contact Address: Floor3, Tower
East, No.28 Inner Street, Fuxingmen, Xicheng Dst. Beijing




P.O:100031




Tel:
010-59566399





Fax:
010-59566399





Lessee:
HailunXing'anling Dairy Co., Ltd




Contact
Address:  No.3, Dongan Street, North Ring Road, Hailun Town,
Suihua City, Henglongjiang province




P.O:152300




Tel:
0455-5753388




Fax:
0455-5753388




Signing
data: 6/12/2010




Signing
place:         Beijing,
Xicheng Dst.


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The
parties agree after negotiations to achieve the goal of financing with the form
of Sale-Back-Lease and sign following articles of Financial Sale-Back-Lease
Contract (hereafter named as “This contract”).




Article 1Nature of trade and leasing
equipment




The
parties lease back the equipment after transfer of leasing equipment ownership,
that is, the lessee transfers self-owned equipment (hereafter named as “leasing
equipment”, see appendix 2 for detailed equipment information.) to the lessor,
who will lease it back to lessee after getting equipment ownership.




Article
2 Purchasing of leasing equipment




1.
            On
      request of lessee, the lessor purchase leasing equipment from the lessee
      with the purpose of leasing back to lessor, and signs Ownership Transfer
      Agreement with the lessee (see annex 3 for Ownership Transfer
      Agreement).




2.
            The
      lessee guarantees its ownership of all leasing equipment, without setting
      any debt claims, any security right and other rights
    burden.




3.
            The
      lessee should provide the lessor all necessary leasing equipment files,
      including but not limited to the ownership certificate and related
      no-third party rights certificate, original copy of original leasing
      equipment purchase, invoice originals, letter of undertaking of the
      contract and other relevant
documents.




4.
            The
      lessee agrees to transfer the ownership of leasing equipment to lessor at
      the price pursuant to paragraph 1 of article 1 of Ownership Transfer
      Agreement (hereinafter referred to as "the transfer
    price").




5.
            According
      to the paragraph 3 of article 2 of the Ownership Transfer Agreement,
      within 5 days after the lessor pays transfer price, the lessee shall hand
      over leasing equipment product quality certificate, product specifications
      and relevant documents attached to the
lessor.




Article
3 Term of lease




1.
            The
      two parties agreed to confirm that, the actual lease commencement date
      under this contract is the transfer price payment date stipulated in
      paragraph 3 of article 2 of the ownership transfer agreement. After paying
      this transfer price, the actual lease commencement date will be listed in
      actual rent payment list (hereafter refer to “actual rent payment list”),
      and the lessee has no question about this. The date listed in rent Payment
      list (hereafter refer to “rent payment list”, see appendix 1) is predicted
      lease commencement date.




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2.
            Term
      of lease refers to the period from the actual lease commencement date to
      lease expiration date listed in the table of Actual Rent
      Payment.




Article
4 Rental




1. When
signing this contract, because lease commencement date is predicted lease
commencement date, rent payment date for the first phrase agreed on Rent Payment
List is predicted payment date. Within 10 days after the lessor receives Payment
Notice issued by the lessee according to paragraph 3 of article 2 of Ownership
Transfer Agreement and pays the lessee the transfer price, the lessor shall
issue Actual Rent Payment List. The lessee shall sign and accept this list and
pay on time and in full amount unconditionally by list regulation.  If
the lessee fails to sign the Actual Rent Payment List, it does not affect the
lessee’s liability to pay the rent in accordance with the list. The Actual Rent
Payment list is an integral part of this contract, and in case of inconsistence
with Rent Payment List, Actual Rent Payment List shall prevail.




2.Rent payment day
is the rent payment day that the lessee pays rent to the lessor regulated in
Actual Rent Payment List. In case of holidays, a banking day in advance shall
prevail. At the same time, the lessee pays the expense along with rent
payment.




3. If on
the year of lease commencement date and the same day of every year (hereinafter
referred to as the "reference day"), the people's bank of China's benchmark
lending rate of the same period is changed compared with the last year of
reference day, the lessor shall have the right to adjust the rent according to
the current financing cost and adjusted benchmark lending rate. Rent adjustment
day is the first rent payment day after reference day. After adjusting rent
based on above regulations, the lessor shall send Rent Adjustment Notice no less
than 30 days before rent adjustment. The lessee shall follow Rent Adjustment
Notice and pay rent to the lessor unconditionally.




4.Within the lease
term, the lessee agrees unconditionally with this contract and pays the rent and
other payment on time and in full amount according to Actual Rent Payment List.
If payment of the lessee is delayed, from the payment day on, overdue interest
shall be calculated according to the payment amount at 0.5‰ for each delayed day
(hereinafter referred to as "overdue interest"). The lessor has the right to
withdraw payment each time to compensate the overdue payment of interest first,
until payment of all overdue interest.




5. Both
parties shall bear the tax item and fees arising from this contract
respectively. All tax items and fees that any government departments or
institutes collect from the lessee on this contract, shall be borne by the
lessee. And the agreed rent without accounted in the contract, in case of
payment on account by the lessor, the lessee shall pay back lessor immediately.
All tax items and fees collected or calculated on net income of the lessor shall
be borne by the lessor respectively.




6. Due to
operation need, when the lessor transfers rent receivable under the contract to
the third party, the lessor should send out written notice to the lessee, and
the lessee shall cooperate and bear the duty of paying certain amount under this
contract to third party (assignee of the claim).




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Article
5 Down payment, deposits from lessees and the lease fees


1. Within 5 days
after signing the contract, the lessee shall pay the lessor down payment,
deposits from lessees and the lease fees in accordance with the provisions of
Rent Payment List. The lease deposit from the lessee shall be used as the
guarantee of the contract. The lessee shall bear the fees along with down
payment, deposits from lessees and the lease fee.




2.The above lease
deposit has no interest accounted, unless otherwise agreed by the contract.
After rent begins, if the lessee has no breach or default of contract or make
relief work of all breach behavior, lessor will handle lease deposit under the
regulation of Rent Payment List.




3. If the lessee
claims to terminate or cancel the contract after paying above down payment
deposits from lessees and the lease fees to lease expire date, or termination of
contract due to the reason out of the lessor, the above down payment deposits
from lessees and the lease fees are not refundable.




Article
6 Lease equipment delivery and possession change




After the
Ownership Transfer Agreement is signed by both parties, from the time that the
lessor pays transfer price according to the paragraph 3 of article 2 of
Ownership Transfer Agreement, the ownership of the leasing equipment is
transferred to the lessor. Due to that the lessee has occupied leasing
equipment; the leasing equipment has no actual occupation transfer. Since the
lessor getting the ownership, the lessor is considered to have delivered leasing
equipment to the lessee.




Article
7 Quality flaw of leasing equipment




Considering
the guarantee in paragraph 2 of article 2 of this contract and the fact that the
leasing equipment is transferred to the lessor by the lessee and rented back to
the lessee by the lessor, so in case of quality flaw of leasing equipment during
leasing term, the lessor bears no liability and the lessee has no right to
recourse to the lessor. The lessee should not refuse or delay to pay the rent
due to the equipment quality defects.




Article
8 Ownership and right of use of leasing equipment




1.
            Within
      leasing period, the lessor has ownership of the lease equipment under the
      contract and its appendices. The lessor shall have the right to indicate
      ownership on the lease equipment. The lessee shall regularly or by any
      time provides the lessor provides use damage and maintenance condition,
      allowing the lessor to understand the real condition of the lease
      equipment. The lessor has the right to appoint or authorize the local
      three party to supervise use of leasing equipment; on the condition of not
      affecting the normal operating circumstances, regulator has the right to
      conduct on-the-spot inspection towards leasing equipment. Intellectual
      property rights attached to or related to the leasing equipment belongs to
      the right owner. Use right and other rights of the intellectual property
      right shall obtain the consent of the right owner, otherwise the tort
      liability arising from this shall be borne by the lessee. This contract
      has no effect on the intellectual property ownership and use
      right.




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2.
            On
      the condition that the lessee agrees within contract performance period
      and not affect lessee’s use of leasing equipment, in accordance with the
      relevant provisions of the state, he lessor may transfer all or part of
      the rights under this contract, or set other rights on
      equipment.




3.
            During
      the lease term, the lessee has the right to the full use of
      equipment.




3.1
            The
      lessee shall place the equipment in the appropriate condition by
      designated equipment manufacturers by itself or through the third party;
      keep good conditions and operating conditions, with the relevant expenses
      borne by the lessee.




3.2
            The
      lessee should provide good leasing repair, maintenance and program design
      to leasing equipment, to keep the normal condition and normal function.
      Lease equipment maintenance, repair and program design shall be borne by
      the lessee, and the lessee shall bear all the related expenses. If
      necessary of replacing parts, only spare parts provided by leasing
      equipment suppliers/manufacturers shall be
used.




3.3
            During
      the possession period of the lease equipment, any third party claim
      arising from the lease equipment, including but not limited personal
      injury or property damage caused by lease equipment shall be borne by the
      lessee, and the lessor has no liability. In case of any law suit, claims,
      losses, and costs, the lessee should give full
    compensation.




4.
              During
      the lease term, unless by written agreement from the lessor, the lessee
      has no right of sublet, lend, mortgage, pledge leasing; shall not sell or
      transfer lease equipment; shall not invest to a third party with leasing
      equipment; shall not leave the lease equipment detained; shall not modify
      or add attachments to the equipment; shall not deliver leasing equipment
      away from the prescribed or designated areas under leasing equipment
      details, and shall not allow third-party  to use the lease
      equipment.




Article
9 Risk and insurance of the leasing equipment




1.During the whole
lease term, the lessee shall bear the risk of damage to or loss of the
equipment, whatever within the scope of insurance or not covered by insurance.
In case of damage or loss situation, the lessee’s other liability such as paying
the rent under this contract shall not be influenced.




2.The lessee shall
issue written notice to the lessor 5 working days before signing the contract,
the lessee has following options towards lease equipment insurance
matters:




2.1 The
lessee shall apply to the insurance company and cover property all risk to lease
equipment with the first beneficiary being the lessor, and bear all cost, and
continue insurance to the performance of all obligations or liabilities under
this contract; or




2.2 In
case that the lessee entrust lessor to handle insurance, the lessor is still the
first beneficiary. And the lessee shall pay the lessor insurance fee according
to regulation of Rent Payment List within 5 days after signing the contract. The
lessee acknowledges and agrees that the insurance expenses are budget insurance
fee. If the fee that lessor actually pays to lease equipment insurance
((including renewed insurance) differs from expenses, the lessee shall pay the
actual insurance fee 5 days after the notification of the lessor.




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If the
lessee fails to make an option according to above agreement or chooses insurance
by its own expense but has no actual purchased insurance, the lessor shall have
the right to pay the rent at the Rent Payment List within the scope of insurance
premium, with the lessee bearing all related expenses.




3.During the lease
term, in case of any insurance accidents, the lessee shall immediately (within
24 hours) notify the lessor and the insurance company, and promptly provides
inspection report and all the related necessary data to the lessor (including
but not limited to 1 insurance accident notice; 2Claim application; 3Photo of
the leasing equipment on the scene of the accident; 4Regular repair invoice,
equipment repair list and other fees invoice such as sue and labour fee and
list, 5Certificate from related departments (such as fire, public security,
meteorology, etc.) According to the different insurance accident; 6If necessary,
provides equity transfer letter and other claim files 7Other relevant
information with insurance accident, etc) in conjunction with the lessor to
insurance company to claim for compensation. If claim is damaged or delayed due
to the lessee’s fault, the lessee shall assume the liability for compensation to
the lessor.




4.In case of partial
damage to the lease equipment when suffering insurance accident, the lessee
shall continue to pay the lessor rent on time and in full amount, and the lessee
shall immediately (within 24 hours) notify the lessor. The lessor shall
negotiate with the insurance company, and the appoint lessee one of the
following disposal method:




4.1
Recover lease equipment to fully recovered condition or normal use
state.




4.2
Replace equipment with equal condition and performance with the leasing
equipment, and the replaced equipment shall be owned by the lessor.




If
insurance claim is not sufficient to cover all necessary fees in 4.1 and 4.2,
the rest part shall be borne by the lessee.




5.After the supplier
delivers the lease equipment to the lessee, if leasing equipment encounters
insurance accident with leasing equipment loss or damage to unrepaired degree,
the lessee shall firstly pay rent to the lessor on time and in full amount unter
the contract. The lessee shall immediately (within 24 hours) notify the lessor.
The lessor shall negotiate with the insurance company, and the appoint one of
the following disposal method:




5.1 The
lessor’s insurance claims and lease deposit amount directly charge against all
repayable such as overdue interest, all unpaid rent and purchase payment. In
case of insufficient payable, the lessee has the obligation to pay insufficient
part; in case of surplus, the lessor shall return to the lessee within 10
working days after getting insurance claims. The contract shall be automatically
terminated after all payment is done under this contract.




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5.2 In
case that the lessor use insurance claims to obtain the lease equipment, and the
received insurance claim is not enough to pay obtaining price, the insufficient
part shall be borne by the lessee. Meanwhile, the two parties continue to
perform this contract.




6.If the leasing
equipment encounters loss and damage outside the scope of insurance, the lessee
shall bear the economic loss and repair the equipment by itself and continue to
perform the contract. The lessee shall pay the rent or pay in advance related
payments after getting written consent of the lessor pay (including but not
limited to overdue interest, rent unpaid when maturity, rent without maturity,
the purchase payment leaved) after obtaining ownership of the lease equipment,
the contract equipment is terminated.




7.Economic loss
caused by insurance accident and influence on the use of leasing equipment, the
lessee shall bear by himself, and this does not affect rent payment on
time.




8. If the
lessee needs to replace the leasing equipment away from specified area, the
lessee shall notify the lessor and the insurance company with written notice 5
working days before relocating the leasing equipment. Any consequences or losses
caused by the lessee’s short of notice or not timely informing, the lessee shall
undertake all the compensation liability.




9.
Insurance disclaimer clauses, namely in case of the following matters, the
insurance company shall not compensate and the lessee shall bear all the
risks.




(1)Stored in outdoor
condition or use of reed mat, tent, ruberoid, plastic or nylon cloth as the
cover or covered leasing equipment suffering wind and frost, cold, rain, snow,
flood , hail, dust, as well as the loss caused




(2)Leasing equipment
loss caused by operation fault of the lessee and employees.




(3)Any loss, fee and
liability caused by intentional or major fault behavior of the lessee and
employees, as well as loss caused by theft of the relatives and employees of the
lessee.




(4)Losses and
expenses by earthquakes and tsunamis.




(5)As to other losses
that lead to the fact that insurance companies shall not compensate, see leasing
equipment insurance policy issued by insurance company.




Article
10 Breach of contract




If the
lessee conducts any of the following behaviors, the lessee shall be considered
to violate this contract seriously.




1. The
lessee fails to pay relevant expenses on time in full amount according to the
provisions of this contract, including but not limited to rents, down payment,
handling charges and deposits.




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2. The
lessee violates the provisions of this contract concerning the transfer,
collateralization, hypothecation and sublease of the leased
equipment.




3. The
lessee or the lessee’s guarantor provides false information in any credit report
and other financial data submitted for this contract.




4. The
lessee closes, terminates, suspends businesses, stops production,
conducts   reorganization and merger, separates and experiences
any events that shall lead to deteriorating operation. The lessee sells and
sells off its important assets or transfers all the assets in batches. The
lessee voluntarily applies for bankruptcy, or is forced to apply for bankruptcy
or enters the process of bankruptcy.




5. The
lessee fails to fulfill the other obligations and violates the promises and
representations of this contract. If the failure to fulfill the obligations and
the breach of contract shall not be relieved within fifteen days since the
lessor issues the notice on breach of contract.




Article
11 Relief methods




If the
lessee conducts any of the above mentioned behaviors in Article 10, the lessor
has the right to adopt any one or several following relief methods to gain
reasonable economic benefits in accordance with this contract.




1.
Require the lessee to pay the overdue interests, due and unmatured rents, hire
purchase funds and other payments immediately.




2. Notify
the lessee to dissolve the contract, and recall and dispose leased equipment
immediately. The lessee shall not lodge a dispute on the methods and results of
the lessor’s disposal of the leased equipment. If the earnings derived from the
recall and disposal of the leased equipment can not cover the overdue interests,
due and unmatured rentals, hire purchase funds and other payments of the lessee
and the expenses arising from the recall and disposal of leased equipment, the
lessee shall be liable to compensate the lessor for the difference.




3.
Full-amount deposits shall not be refunded and shall not offset any payments of
the lessee.




4.
Without legal process and notification, the lessor has the right to stop the
lessee from using the leased equipment.




5. Demand
lessee to pay the expenses of the lessor arising from the fulfillment and
protection of the lessor’s rights stipulated in this contract, including but not
limited to litigation costs, attorney fees, agent fees, consultation and service
charges and the expenses arising from the recall and disposal of leased
equipment.




All the
above mentioned rights and relief methods shall not exclude other rights and
relief methods stipulated by this contract and permitted by laws.




Article
12 Terminal option right




1. If the
lessee never breaches the contract or all its behaviors of breach are relieved,
the lessee shall make terminal option at least five days in advance of the day
for the last payment of rent in written form in following ways:




1.1 If
the lessee chooses to conduct hire purchase of the leased equipment, the lessee
shall pay the hire purchase fund for the leased equipment to the lessor on the
day for last payment of rent listed in the “Statement of Actual Rent
Payment”(the amount is based on the stipulation of the “Statement of Rent
Payment”) and other related expenses shall also be covered by the
lessee.




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2. If the
lessee fails to notify its terminal option in written form or makes terminal
option but fails to fulfill its obligations, the lease period of this contract
will be extended automatically. During the extended lease period, the lessee
shall pay full-amount rents to the lessor in accordance with this contract until
the lessee return the leased equipment in conformity with the provisions of this
contract.




Article
13 Warranty




If
necessary, the lessor shall ask the lessee to provide warranty of a third party
or in other forms. The content of warranty and the obligations of warrantor
shall be listed and signed in relevant letter of warranty.




Article
14 Force majeure




Lessor
shall not be held responsible for any losses of lessee due to force majeure.
Lessee shall not refuse to pay rents for losses caused by force majeure. Force
majeure events include but are not limited to wars, labor disputes, strikes,
earthquakes, fires, floods, demonstrations, riots and government
limitations.




Article
15 Commitment on illegitimate interest transport




The
lessee of this contract shall not have any illegitimate interest transport
relations with the suppliers of the leased equipment or other related legal
persons, individuals to facilitate the reach of this agreement or relevant
contracts, shall not provide and accept any illegitimate interest transport. If
the lessee break commitments, no matter the lessor knows or not, the lessor has
the right to resolve this contract and claim all the losses.




Article
16 Obligations of confidentiality and exception




Both
parties of this contract hold the obligation of confidentiality over all the
materials related to this contract. The obligation of confidentiality of lessee
includes but is not limited to not divulging the lease arrangement and other
commercial secrets of the lessor to a third party. The obligation of
confidentiality of lessor includes but is not limited to not divulging the all
the examination materials submitted by the lessee to a third party. However,
because the lessor joins the state, local and industrial credit reporting
systems, the lessee shall agree to incorporate relevant information to the
related credit reporting systems through the lessor.




Article
17 Representations of both sides




On the
day when both parties sign or reach the contract, both parties represent and
warrant as follows:




1. Both
parties are companies legally registered and validly existing in accordance with
the laws of the People’s Republic of China. Both parties have the qualification
and rights to sign and fulfill this contract and all its annexes.




2. Both
parties have already completed all the examination, verification and recording
procedures in accordance with laws and regulations of the People’s Republic of
China and signed this contract by representatives who have been given the
authorization through proper internal examination process. This contract shall
be legally valid and bonding to both parties and enforceable after the contract
is signed by the above mentioned representatives and stamped by the official
seal or the specific seal for contract.




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3. Both
parties warrant: both parties sign and fulfill this contract, shall not violate
the laws, regulations and rules of the People’s Republic of China, shall not
violate any provisions in any verdict, order, government regulations and
organization documents that are bonding to either party. Both parties shall not
lead to the failure to fulfill any agreement or the breach of contract which is
participated by either party or is bonding to either party.




Article
18 Laws applied and legal jurisdiction




1. The
titles contained in this contract are only for the convenience of writing and
shall not have influence on the meaning of any provisions and
sentences.




2. The
laws of the People’s Republic of China are applicable to this contract. If any
provision is ruled as legally null and non-enforceable, all the other provisions
continue to be effective.




3. All
disputes in connection with this contract and its annexes shall be settled
friendly through negotiation. In case no settlement can be reached, the case
then may be submitted for people’s court which has jurisdiction over the area
where the contract is signed. All the litigation costs (including but not
limited to the legitimate attorney fees of the wining party) shall be borne by
the losing party.




4. If the
contact address of the lessee is changed, the lessee shall notify the lessor in
time. If the lessee fails to notify the change of address to the lesser in time
in written form, the lessor shall regard the address of the lessee recorded in
this contract as contact address and send relevant notices and documents to this
address of lessee, including but not limited to Actual Rent Payment List, notice
letter on breach of contract. The lessor shall send the above mentioned notices
in the form of registered letter or express delivery. After the seven natural
days since the delivery day, the letter shall be regarded as
delivered.




Article
19 Contract completeness




1. This
contract and its annexes form the complete contract on the lease of equipment
between both parties. Unless the lessor issues written consent, the lessee shall
not make any change in this contract and its annexes.




2. The
annexes of this contract




2.1
            Lease
      Schedule (Annex 1)




2.2
            Lease
      equipment details (Annex 2)




2.3
            Ownership
      transfer agreement (Annex 3)




Article
20 Contract comes into effect and its legal effect




1. This
contract and its annexes shall be established since the day when both parties
sign and stamp them, and come into effect since the day when the lessor receive
full-amount down payment, deposits, and handling charges from lessee. Since this
contract comes into effect, the lessee shall not terminate and cancel this
contract in advance, unless the lessor issues written consent.




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2. There
are three originals of this contract. Lessor will hold two originals.
Leaseholder will hold one original.




Lessor:  Fenghui
      Leasing Co., Ltd
                Lessee:
      Hailun Xing'anling Dairy Co., LtdSeal
                SealSignature
      from legal representative/authorized agent /s/ Zhang Guang Bin
                Signature
      from legal representative/authorized agent /s/ Yang Yong Shan




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Annex
I: Lease Schedule




Leased
equipment description: Production line for whole milk powder and formula mild
powder


Leased
equipment supplier: Heilongjiang Laoli Dairy Machinery Co.Ltd of the US Laoli
Group


Leased
equipment purchase price: RMB 35 million


Leased
equipment installation location:  No.3, Dongan Street, North Ring
Road, Hailun Town, Suihua City, Henglongjiang province


Expected
and actual lease commencement date:  Expected lease commencement date
is in June, ××× , 2010,  expected date of first rent payment is July,
××× ,2010. Actual lease commencement date shall be determined by the day when
the lessee signs the LeaseReceipt Certificate, and
the lessee agrees.


Options
upon lease termination: Hire Purchase leased equipment





Deposits
      from lessee: RMB 5.25 million
              Commission
      fee: RMB 1.05 million
              First
      payment: RMB 0 Yuan
              Deposit
      Premium: RMB 0 Yuan
            
            Deposits
      from lessee, handling charges, down payment and deposit premium shall be
      payed within 5 days after signing. If lessee terminates or cancels the
      contract before the lease commencement date, payments shall not be
      refunded no matter the lessor agrees or not. Once the contract comes into
      effect, handling charges and down payment shall not be refunded. From
      lease commencement to termination, if the lessee never breaches the
      contract or all its behaviors of breach are relieved, the deposit from
      lessee shall be refunded within 5 working days.  When the lease
      terminates, if the lessee never breaches the contract or all its behaviors
      of breach are relieved, the lessee’s demand of paying the rest rent with
      deposit shall be granted.




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The
lessor shall issue the Actual Rent Payment List based on the Rent Payment List
to the lessee when the actual lease commencement date is specified. The
Statement shall list date for each payment, the lessee shall sign the Statement
and pay rent in full amount and on time according to the provisions of the
Statement. If the lessee fails to receive or sign the Statement, the lessee must
shoulder obligations of payment. If any differences exist between the two
statements, both parties must comply with the Actual Rent Payment
List.




Lease Period
                          
                          Rent for each term(RMB
                            Yuan)
                          
                          Lease Period
                          
                          Rent for each term(RMBYuan)No.1
                          
                          RMB
                          1,112,991.00
                          
                          No.19
                          
                          RMB
                          1,112,991.00No.2
                          
                          RMB
                          1,112,991.00
                          
                          No.20
                          
                          RMB
                          1,112,991.00No.3
                          
                          RMB
                          1,112,991.00
                          
                          No.21
                          
                          RMB
                          1,112,991.00No.4
                          
                          RMB
                          1,112,991.00
                          
                          No.22
                          
                          RMB
                          1,112,991.00No.5
                          
                          RMB
                          1,112,991.00
                          
                          No.23
                          
                          RMB
                          1,112,991.00No.6
                          
                          RMB
                          1,112,991.00
                          
                          No.24
                          
                          RMB
                          1,112,991.00No.7
                          
                          RMB
                          1,112,991.00
                          
                          No.25
                          
                          RMB
                          1,112,991.00No.8
                          
                          RMB
                          1,112,991.00
                          
                          No.26
                          
                          RMB
                          1,112,991.00No.9
                          
                          RMB
                          1,112,991.00
                          
                          No.27
                          
                          RMB
                          1,112,991.00No.10
                          
                          RMB
                          1,112,991.00
                          
                          No.28
                          
                          RMB
                          1,112,991.00No.11
                          
                          RMB
                          1,112,991.00
                          
                          No.29
                          
                          RMB
                          1,112,991.00No.12
                          
                          RMB
                          1,112,991.00
                          
                          No.30
                          
                          RMB
                          1,112,991.00No.13
                          
                          RMB
                          1,112,991.00
                          
                          No.31
                          
                          RMB
                          1,112,991.00No.14
                          
                          RMB
                          1,112,991.00
                          
                          No.32
                          
                          RMB
                          1,112,991.00No.15
                          
                          RMB
                          1,112,991.00
                          
                          No.33
                          
                          RMB
                          1,112,991.00No.16
                          
                          RMB
                          1,112,991.00
                          
                          No.34
                          
                          RMB
                          1,112,991.00No.17
                          
                          RMB
                          1,112,991.00
                          
                          No.35
                          
                          RMB
                          1,112,991.00No.18
                          
                          RMB
                          1,112,991.00
                          
                          No.36
                          
                          RMB
                          1,112,991.00





Total
      Rent Period: 36 Periods
                Term
      of lease: 36 months
              
              Total
      Contract Amount: RMB 41,157,788.00
                Total
      Contract Amount includes down payment, handling charges and
      rents.Payment
      Interval: Once every month
              
              Means
      of payment: Payment at the end of each
period





Within
the lease, the lessee shall never cancel the contract and must make
unconditional promise that rent shall be remitted to the lessor’s designated
bank account five working days before the payment day. Rent shall be paid on the
nearest working day in advance in the event of holidays or weekends and the
lessee shall pay fees of payment. The designated account is 0200 2153
0920 001 5115with the account title Fenghui Lease Co.,
Ltd in the Funei Outlet of Beijing ICBC Branch. A delay in payment shall
be punished with default interest in accordance with Article 4 in the
contract.




13




Fenghui
      Leasing Co., Ltd
            Privacy
      Information




According
to articles and conditions in the contract and annexes, the lessor hereby agrees
to rent out, the lessee agrees to rent the leased equipment detailed in the
contract. The contract is formed upon the signature of the legal representative
or authorized agent of both parties, and it comes into force when the lessor
receives the down payment, deposits from lessee, handling charges, and deposit
premium (if any). Once the contract comes into force, the lessee must not
terminate or cancel this contract, unless the lessor issues written consent. If
there is any contradiction between the above-mentioned provisions and the
clauses and provisions written in the contract, the above-mentioned provisions
shall govern.




Lessor:Fenghui
      Leasing Co., Ltd
                    Lessee:Hailun
      Xing'anling Dairy Co.,
Ltd








14




Fenghui
      Leasing Co., Ltd
            Privacy
      Information




AnnexII





Leased
Equipment Details





Leased
                                          equipment
                                        
                                        Item No/ Product
                                          Norm
                                        
                                        Number
                                        
                                        Price per unit
                                          RMB)
                                        
                                        Equipment
                                          Delivery
                                          location
                                        
                                        Supplier/producerTriple-effectfalling-filmevaporator
                                        
                                        9000KG/H
                                        
                                        1
      unit
                                        
                                        
                                        27,750,000.00
                                        
                                        Hailun
                                        
                                        US
      Laoli EquipmentNew
      spray drying tower with upper ventilation
                                        
                                        1500KG/H
                                        
                                        1
      unit
                                        
                                        
                                        32,850,000.00
                                        
                                        Hailun
                                        
                                        US
      Laoli
Equipment




Total
purchase amount: say sixty million, six hundred thousand yuan only


Leased
equipment installation location: No.3, Dongan Street, North Ring Road, Hailun
Town, Suihua City, Henglongjiang province




Lessor(seal): Hailun
Xing'anling Dairy Co., Ltd




Legal
representative / Authorized agent(signature):




Lessee(seal):Fenghui Leasing
Co., Ltd




Legal
representative / Authorized agent(signature):




15




Annex 3


Ownership
Transfer Agreement
  Transferee:Fenghui
Leasing Co.,
Ltd(hereafter
abbreviated as “lessor” )
  Transferer:Hailun
Xing'anling Dairy Co., Ltd(hereafter abbreviated as
“lessee”)
  The
lesser shall transfer the equipment in its own possession to the lesser and
shall lease back the equipment. Both parties shall make this ownership transfer
agreement in accordance with the following provisions (hereafter referred to as
“this agreement”)
  I.     Transferred
leased equipment
   Fenghui
      Leasing Co., Ltd
              Privacy
      Information


See annex
II for The leased equipment details




II.    Transfer
price and payment




1. The
total price of leased equipment from the lessor to the lessee(“transfer
price”):¥35,000,000.00
yuan(the capital form of Chinese numerals: Say thirty-five million Yuan
Only)




2. The
lessor shall remit 50% of the transfer
payment to the designated bank account of the lessee, after the lessor receive
all the down payment, deposits ,handling charges and deposit premium agreed in
the Financial Sale-back-Lease from the lessee.




3. The
lessor shall remit 50% of the transfer
payment to the designated bank account of the lessee, after the lessor receive
the Leased Equipment Receipt Certificate, the photos of the leased equipment,
the original copy of the insurance policies of the equipment, the original
purchase contract between the lessee and 【    】, original
customer copy of the full-amount value-added tax invoice with the lessee as the
title presented by and after the
lessee presented the Payment notice.




Designated
bank account of the lessee as follows:




Account name:Hailun Xing'anling Dairy Co.,
Ltd




Beneficiary
bank: Hailun City Branch of Bank of China




Account
number: 255749339118091001




I.     The
transfer of ownership and risks




1. The
ownership of the leased equipment shall be automatically transferred to the
lessor from the lessee, since the day when the lessor pays part of the transfer
price to the lessee, in accordance with the Clause Three of the Article
Two.




2. Before
and after the ownership transfer, the damage and loss on the leased equipment
shall be held by the lessee, the lessor shall not hold any risk of the leased
equipment.




Lessor:  Fenghui
      Leasing Co., Ltd
            Lessee:
      Hailun Xing'anling Dairy Co., LtdSeal
            Seal




Signature
from legal representative/authorized agent




Signature
from legal representative/authorized agent




16




Fenghui
      Leasing Co., Ltd
            Privacy
      Information




Annex 4




The
issuance of Emerald Warrants




Within 10
business day after the date company receiving fund of Lease Transaction from
each phase, Emerald shall issue warrants to Feng Hui Leasing.




(i)
            With
      expected first phase leasing funding of RMB35,000,000 (US$5,140,000 =
      35000000/6.81), a total number of 934,600 (5140000*0.3/1.65) warrants
      should be issued exercisable at
$1.65.




(ii)
            any
      subsequent leasing funding, the total number of warrants should be
      calculated using the following formula (Number of warrants = Total Funding
      in US$ x 0.3 / exercise price, For example, if a leasing funding of
      US$8,000,000 with exercisable price at $2.00, the total warrants should be
      1,200,000=8,000,000x0.3/2.00) and issued with exercise price equal to 120%
      using the previous 10 trading day average price preceding the issuance
      date




(iii)
            All
      warrants should expire three (3) years from the date of
      issuance.




17