Exhibit
      10.1

    


    Agreement

    


    Party
      A:    Department
      of Finance of Zheng Lan Qi (County) of Inner Mongolia

    


    Party
      B:    Synutra
      International, Inc.

    


    
      	 	
              I.

            	
              Whereas:

            


    

    


    In
      order
      to speed up local economic development, improve structural reforms of local
      industries, and to push forward commercial development of local agri-business
      and husbandry, Party A intends to introduce Party B to establish, within Zheng
      Lan Qi area, a 100% foreign owned dairy production and processing company.
      The
      following understanding has been reached and agreed upon. Party B intends to
      take control of all the assets (including land use rights and all milk
      collection facilities) of the company formerly known as Zheng Lan Qi Wan Da
      Shan
      Dairy Company, Ltd of Inner Mongolia (hereafter referred to as “Lan Qi Dairy”),
      at a price of RMB 31,000,000, in order to establish a wholly foreign-owned
      company (hereafter referred to as “New Foreign Company”) and to complete
      building of the facilities so to ensure its commissioning within the
      year.

    


    
      	 	
              II.

            	
              Rights
                and Obligations of the Parties

            


    

    


    
      	 	
              a.

            	
              Party
                A’s Rights and Obligations

            


    

    


    
      	 	
              i.

            	
              Party
                A is committed to supporting development of the New Foreign Company
                established by Party B, and intends to make an incentive cash award
                to
                Party B in the amount of RMB
                30,000,000.

            


    

    


    
      	 	
              ii.

            	
              Party
                A is to ensure obtainment of pre-approval by the governing agencies
                over
                such intended transaction as well as necessary approval from relevant
                state assets management agency.

            


    

    


    
      	 	
              iii.

            	
              Party
                A represents that it owns and has the right to dispose of all the
                assets
                in the transaction, including the plant buildings, equipment, and
                related
                land use rights. Party A also represents that the said assets are
                complete
                and intact, and free of any liens, security and guarantee claims,
                or third
                party interests.

            


    

    


    
      	 	
              iv.

            	
              Party
                A is to ensure the unhindered use of the said assets by Party B and
                to
                assume the responsibility of resolving any dispute that may arise
                out of
                the above mentioned property
                claims.

            


    

    


    
      	 	
              v.

            	
              Party
                A is to assist Party B to obtain access to Lan Qi Dairy and to work
                with
                its personnel to take inventory of all assets and related financial
                and
                accounting data, as well as to affect transfer of all files related
                to the
                preceding engineering and construction work completed up to the date
                of
                such transfer.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              vi.

            	
              Party
                A is to be responsible to complete paper work and registration of
                the said
                transfer of asset ownership and use
                rights.

            


    

    


    
      	 	
              vii.

            	
              Party
                A is to be responsible to make arrangements for all displaced personnel
                formerly employed by Lan Qi Dairy.

            


    

    


    
      	 	
              viii.

            	
              Party
                A is to be responsible to complete necessary paper work for the
                dissolution of Lan Qi Dairy, and to assist Party B in obtaining necessary
                approval as well as business registration for the establishment of
                the New
                Foreign Company.

            


    

    


    
      	 	
              b.

            	
              Party
                B’s Rights and Obligations

            


    

    


    
      	 	
              i.

            	
              In
                order to ensure the interest of dairy farmers and the development
                of
                stable milk supply, Party B shall, following the effectiveness of
                this
                agreement, organize controlled production by the plant facilities
                of the
                former Lan Qi Dairy on conditions that the products meet quality
                standards
                set by Party B, until the formal commissioning of the New Foreign
                Company’s production facilities and
                plants.

            


    

    


    
      	 	
              ii.

            	
              Party
                B is to be responsible to build a 40 ton/day hydrous milk fat production
                line, within 7 months following the effective date of this
                agreement.

            


    

    


    
      	 	
              iii.

            	
              The
                New Foreign Company shall ensure collection of all locally produced
                milk
                in Zheng Lan Qi area, and to ensure full and timely payment of costs
                of
                milk collected, in addition to building second phase plant facilities
                to
                ensure milk collection from expanded milk production bases added
                by Party
                A.

            


    

    


    
      	 	
              iv.

            	
              The
                New Foreign Company shall buy fresh milk at fair market prices varying
                with the quality and supply of
                such.

            


    

    


    
      	 	
              v.

            	
              The
                New Foreign Company is to give priority to hiring local labor
                force.

            


    

    


    
      	 	
              vi.

            	
              In
                addition to normal preferential policies accorded to foreign investment
                enterprises, the New Foreign Company is also to be accorded new
                preferential policies under the “Western Development” program installed by
                the Inner Mongolia Autonomous Region. When these two sets of policy
                programs differ on same or similar items, more preferential program
                shall
                be adopted.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              III.

            	
              This
                agreement is to be made in duplicates of four, with two to each Party.
                The
                Parties will resolve any remaining issues in an amicable fashion
                through
                further discussions. This agreement is to be signed by both Party
                A and
                Party B respectively, and will only become effective after Party
                B
                verifies the obtainment of written commitment and related documentation
                that Clauses a. and b. of Article II “Party A’s Rights and Obligations”
                are met, and the obtainment of relevant certification to the effect
                that
                Party A has undertaken procedures to dissolve Lan Qi Dairy according
                to
                Clause h. of Article II “Party A’s Rights and Obligations” herein
                (including but not limited to establishment of a settlement operation,
                posting public notices of dissolution of the entity, and fully accounting
                for and registering equity and liabilities,
                etc.).

            


    

    


    
      	 	
              IV.

            	
              Parties
                shall resolve any dispute that may arise with regards to this agreement
                through amicable negotiations and discussions. In case such dispute
                can
                not be so resolved between the Parties, any one of the two Parties
                may
                refer the dispute to a court of law in the Municipality of Beijing
                that
                has appropriate jurisdiction over the dispute for decision or
                resolution.

            


    

    


    


    
      	
              Party
                A:

               

               

            	
              Party
                B:

               

               

            
	
              Corporate
                Seal

               

               

            	
              Corporate
                Seal

               

               

            
	
              Signed
                by:_______________________________

              Authorized
                Representative

            	
              Signed
                by:_______________________________

              Authorized
                Representative

            
	 	 
	
              Bank
                of Record:

            	
              Bank
                of Record:

            
	 	 
	
              Account
                Number:

            	
              Account
                Number:

            
	 	 
	
              Date:
                June 8, 2006

            	
              Date:
                June 8, 2006

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Amendment
      to Agreement

    


    Agreement
      Effectiveness Certification:

    


    Pursuant
      to Article III of Agreement made between Department of Finance of Zheng Lan
      Qi
      (County) of Inner Mongolia (referred to as Party A in said Agreement) and
      Synutra International, Inc. (referred to as Party B in same Agreement) on June
      8th, 2006, the effectiveness of the said Agreement shall follow the obtainment
      of written commitment and related documentation that Sub-Clauses i. and ii.
      of
      Article II, Clause a. “Party A’s Rights and Obligations” are met, and the
      obtainment of relevant certification to the effect that Party A has undertaken
      procedures to dissolve Lan Qi Dairy according to Sub-Clause vii. of Article
      II,
      Clause a. “Party A’s Rights and Obligations” therein (including but not limited
      to establishment of a settlement operation, posting public notices of
      dissolution of the entity, and fully accounting for and registering equity
      and
      liabilities, etc.) by Synutra International, Inc. In addition, both Parties
      recognize their understanding that the effective date of the Agreement is
      dependent upon verification that at least 60% of the cash incentive payment
      as
      put forth in Sub-Clause i. of Article II, Clause a. “Party A’s Rights and
      Obligations” has been made on or before September 30, 2006.

    


    Through
      joint inspection and verification, Synutra International, Inc. hereby certifies,
      and the Department of Finance of Zheng Lan Qi (County) in turn accepts, that
      all
      the conditions and requirements set forth in the afore-mentioned clauses have
      been met and the required level of at least 60% of cash incentive payment was
      attained and the said Agreement became effective on or before September 30,
      2006.

    


    It
      is
      further agreed by both Synutra International, Inc. and the Department of Finance
      of Zheng Lan Qi (County) that all related monetary transactions as well as
      financial commitments preceding this effective date of the said Agreement shall
      be recognized as of the date of receipt and recorded as non-refundable
      government subsidies from Party A and investment in land use rights, plant
      buildings, and related equipment (see attached schedule for a breakdown of
      the
      investment expenditures) from Party B. 

    


    Closing:

    


    Based
      on
      the above certification and verifications, the said Agreement shall be
      recognized as effective on or before September 30, 2006 and both Parties
      consider the transaction closed as of the date of signatures to this amendment
      below.

    


    Amendments:

    


    Both
      Parties agree that these amendments made herein on this date of signatures
      shall
      form an integral part of the said Agreement entered into between the Parties
      on
      June 8, 2006.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Signatures:

    


    
      	 	
              Certified
                by (Party B)

              Synutra
                International, Inc.

               

               

            
	 	
              Signed
                by:_______________________________

              Date:
                November 6, 2006

               

               

            
	
              Accepted
                by (Party A)

              Department
                of Finance of Zheng Lan Qi 

              (County)

               

            	 
	
              Signed
                by:_______________________________

              Date:
                November 6, 2006

            	 


    

    


    Attachment:

    


    
      	
              Schedule
                of Investment Expenditures

            	 
	 	 
	
              Paid
                in by Category up to September 30

            	 
	 	 	 	 
	
              Land
                use rights 

            	 	
              $

            	
              252,886

            	 
	
              Buildings

            	 	 	
              3,257,251
                

            	 
	
              Equipment

            	 	 	
              164
                

            	 
	 	 	 	 	 
	
              Totals

            	 	
              $

            	
              3,510,301