Unassociated Document


    NON-NEGOTIABLE PROMISSORY
NOTE

    


    
      	
              $1,750,000

            	
              Issue
      Date: November 30, 2009

            


    

    


    FOR VALUE RECEIVED, EMERALD
DAIRY INC., a Nevada corporation, having an address at 11990 Market Street,
Suite 205, Reston, VA 20190  (the “Borrower”), promises to pay to the
order of WEN SHENG LIU, a resident of the People’s Republic of China, having and
address at S2-1-1002
Xing He Wan, Si Ji Xing He Lu,Chao Yang Bei Lu, Chao Yang District, Beijing,
China 100123 (the “Lender”), the principal sum of ONE MILLION SEVEN
HUNDRED FIFTY THOUSAND ($1,750,000) DOLLARS (the “Principal”).

    


    This Note is being issued in accordance
with the terms and conditions set forth in a Loan Agreement, by and between the
Borrower and the Lender, dated  of equal date herewith (the “Loan
Agreement”).  All of the agreements, conditions, covenants, provisions
and stipulations contained in the Loan Agreement are hereby made a part of this
Note to the same extent and with the same force and effect as if they were fully
set forth herein.  Each capitalized term used herein, and not
otherwise defined, shall have the meaning ascribed thereto in the Loan
Agreement.

    


    The Principal shall be due and payable
on the first anniversary of the Issue Date (the “Maturity Date”), to be
accompanied by payment of any accrued and unpaid Interest thereon (as determined
below).

    


    The unpaid Principal from time to time
outstanding on this Note shall bear interest at the rate of ten (10%) percent
per annum (“Interest”), computed on the basis of the actual number of days
elapsed in a year of 360 days.

    


    Upon the maturity hereof, by
acceleration or otherwise, and/or after judgment, interest shall be payable at
the rate of twelve (12%) percent per annum or at the judgment rate, whichever is
higher (“Default Interest”), until the obligation is paid in full.  In
addition, all costs and expenses incurred by the Lender, including, but not
limited to, reasonable attorneys' fees and disbursements, as a result of a
default hereunder, shall be added to the Principal due hereunder.

    


    Any Interest or Default Interest not
paid when due hereunder shall be added to the Principal and shall bear interest
from its due date at the applicable interest rate specified above.

    


    Borrower may from time to time prepay
any amount due under the Note, in whole or in part, without
penalty.  All payments made shall be applied first toward the payment
of Interest and the balance toward the reduction of the
Principal.


    
      
         


      

      
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    The entire unpaid Principal balance,
together with accrued Interest, shall become forthwith due and payable on demand
of the holder upon the occurrence of any Event of Default, as further set forth
in Section 4 of the Loan Agreement.  The Lender’s failure to assert
this right shall not be deemed a waiver thereof.

    


    The Borrower shall pay all of Lender’s
reasonable expenses incurred to enforce or collect any of the amounts due under
this Note including, without limitation, reasonable arbitration, paralegals’,
attorneys’ and experts’ fees and expenses, whether incurred without the
commencement of a suit, in any trial, arbitration, or administrative proceeding,
or in any appellate or bankruptcy proceeding.

    


    The Borrower and all endorsers,
sureties, and guarantors hereof, jointly and severally waive presentment, demand
for payment, notice of dishonor, notice of protest and protest, and all other
notices or demands in connection with the delivery, acceptance, performance,
default, endorsement or guaranty of this instrument.

    


    Notwithstanding any provision contained
herein or in the Loan Agreement, the total liability of Borrower for payment of
interest pursuant hereto, including late charges, shall not exceed the maximum
amount of such interest permitted by law to be charged, collected, or received
from Borrower, and if any payments by Borrower include interest in excess of
such a maximum amount, Lender shall apply such excess to the reduction of the
unpaid principal amount due pursuant hereto, or if none is due, such excess
shall be refunded to Borrower.

    


    This Note shall be construed and
enforced in accordance with the laws of the State of New York.  The
undersigned hereby consents to the in personam jurisdiction of the courts of the
State of New York.  Wherever possible each provision of this Note
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note shall be prohibited by or
invalid under applicable law, such provisions shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Note.

    


    
      
        
          
            	
                    EMERALD
      DAIRY INC.

                  
	 
      	 
      
	
                    By: 
      

                  	
                    /s/ Shu Kaneko

                  
	 
      	
                    Name:
      Shu Kaneko

                  
	 
      	
                    Title:
      Chief Financial
Officer

                  


          

        

      

    


    
      
         


      

      
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