Exhibit 10.1

                                  Joint Venture
        Shanxi Feihesantai Biology Science and Technology Industry, Ltd
                             Article of Association

No.  1  General  Rules

a)   Based  on  Joint Venture Enterprise Law of People Republic of China, Santai
     Science and Technology Industry, Ltd (Party A) and American Dairy (Party B)
     signed  the  Contract  at Shenzhen on 10/14/2003 to form the Joint Venture,
     Shanxi Feihesantai Biology Science and Technology Industry, Ltd, and set up
     the  Article  of  Association.  This  Association  is  aimed to clarify the
     Contract,  explain  the  fulfillment   of  the  Contract,  and  pursue  the
     satisfactory  and  the  max  profit  permitted  in  the  scope of business.

b)   Chinese  name  of the joint venture: Shanxi Feihesantai Biology Science and
     Technology  Industry,  Ltd.  English  name  of  the  joint  venture: Shanxi
     Feihesantai  Biology  Science  and  Technology  Industry,  Ltd.

c)   Address:  16  Guanhan  Street,  Li  city  Shanxi,  PRC

d)   Name  of  Party  A,  B  and Address: Party A: Santai Science and Technology
     Industry,  Ltd,  Address:  16  Guanhan Street, Li city Shanxi, PRC Party B:
     American  Dairy,  Address:  865S  Figueroa Street, Suite 3340, Los Angeles,
     California  90017

e)   Joint  venture  is  Chinese Legal Person, is protected and ruled by laws in
     China.  All  its  activities  must  comply  with  the relating regulations.

No.  2  General  Purpose,  Scope  of  Business

2.1  General Purpose: take advantage of the advanced deep processing technology,
     produce  walnut  product  and  sell  100 million RMB each year, benefit the
     Party  A  and  Party  B,  and  the  whole  society.

2.2  Joint  venture  scope  of  business:  produce,  sell deep processing walnut
     product,  provide  after-sales  service,  research and develop new product.

2.3  Joint  Venture  will  sell  the  product to both domestic and international
     market,  the  sales  percentage  and quantity is: 2004 30% to international
     market  and  Hongkong  and  Maco  area  70%  to domestic market 2005 35% to
     international  market  and  Hongkong  and  Maco area 65% to domestic market

No.  3  Total  investment  and  registered  capital

3.1  Joint  Venture  total  investment  is  RMB  3,330,000
     Joint  Venture  total  registered  capital  is  RMB  3,330,000

3.2  Capital  offered  by  Party  A  and  B:
     Party  A  invested  RMB  1,330.000,  40%  of  the  total registered capital
     Party  B  invested  RMB  2,000,000,  60%  of  the total registered capital.

3.3  Party  A  and  B  should provide the full amount of their quote by the time
     determined  in  the  Contract.  After that, the Joint Venture will hire the


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     qualified  accountant  to  audit  and   furnish  the   written   investment
     certificate,  which  shows:  the  name  of  the  Joint  Venture,  date   of
     association,  amount  of  the registered capital and provider name, date to
     register  the  capital,  date of this certificate. If either party wants to
     transfer  his  shares,  no matter part or all of them, the transfer will be
     subject  to  the  agreement of the other party, and the other party has the
     privilege  to  buy  over  the  third  party.

3.4  Increase,  decrease  or  transferring  of  the  registered  capital must be
     approved by the Board unanimously, and subject to agreement of the original
     authority approving the business. After the approval, the new procedure for
     the  modification  should  be  reported  to  the  original  record  keeping
     authority.

3.5  Joint  Venture should open the account both for RMB and foreign currency in
     the  bank  registered  in China. If because the Joint Venture will sell and
     provide  the  service  in the international market, and decides to open the
     account  in  the  bank  outside China, permission from the Foreign Currency
     Administration  Department  is  needed  before  the  start  of the relating
     process.

3.6  During  the Contract period, if the Board decides to apply bank loan either
     to  domestic  or  international bank, manager will follow the decision from
     Board.  Without  the  written  agreement  of the other party, neither party
     could  collateralize  his  own  property  or  the  Joint  Venture  capital.

No.  4  Board  of  Directors

4.1  Joint  Venture  has  Board of Directors, which is the most powerful unit in
     the  organization.

4.2  BOD  will  determine  all  the  major issues for the Joint Venture with the
     following  rights:

     a.   Determine  and  approve all the following provided by general manager:
          the production plan, annual operation report, cash flow, budget on the
          revenue  and expense, financial statement, annual profit distribution,
          loan  plan
     b.   Modify  the  article  of  association
     c.   Set  up  the  subsidiary
     d.   Make  the  decision on expand, shrinkage, termination of the contract,
          or  merge  to  another  economic  entity.
     e.   Hire or fire the general manager, general engineer, general accountant
          and  auditor,  determine  their  compensation
     f.   Approve  all  the  major regulations of the company g. Investigate all
          the  important  lawsuit  or arbitration issue related to Joint Venture
     h.   Be  responsible  for  the  liquidation  when Joint Venture terminates.
     i.   Discuss  and  determine  all the other major issues that is within the
          scope.

4.3  BOD  is  composed of 5 members, 2 are from Party A, and 3 are from Party B.
     BOD  is  in  a period of 3 years and could be reelected if approved. Within
     the  period,  BOD  members  are  not  allowed  to resign without reasonable
     reasons.

4.4  Chairman  of  the Board must be from Party B, vice chairman of the Board is
     from  Party  A.  Both Parties must notify the other party when they need to
     change  the  Board  members.

4.5  There  should  be  at  lease  one  board meeting each year. Temporary board
     meetings  could  be  held if approved by more than one-third members. Board
     meetings  usually  will  be  held  where  the  company  locates.

4.6  Chairman  of  the  BOD  will  call  and preside the meetings. Under special
     circumstances,  if  the  chairman could not preside the meeting, the member
     designated by the chairman should take over the responsibility. If chairman
     did  not  designate  anyone,  the  vice  chairman  will  do.

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4.7  Board  members could proxy someone else to attend the meeting if they could
     not  attend  for  some  reasons.  If  the members from one party or several
     parties  didn  attend  the  meeting,  nor did they designate anyone else to
     attend, so that the board meeting could not make the decision on the legal,
     regulations  and  major issues listed in the Article for more than 10 days,
     then  other  parties should notify in written the members not attending the
     meetings  and  the parties they are from, to the legal address to urge them
     to  attend.

     Board  meetings  should  be  held  only  when there are more than 3 members
     (two-thirds  of  the  board)  to  attend,  each  has  one  voting  right.

4.8  The  above  written  notice  to  urge  the  members  should  be sent out in
     registered mail 60 days before the meeting, and should specify the receiver
     to  reply  in  written  within  45  days  of this notice whether or not the
     receiver  will  attend  the  meeting.  If within the time, the receiver won
     reply,  it  is deemed that he gives up the right. And then the members from
     the  party  who  sent out the urge mail could have a special Board meeting.
     Even  if  the  Board members are not enough for the Board meeting, upon the
     unanimous agreement of the members attending the meeting, the decision made
     in  this  meeting  is  still  effective.

     Company  will  assume  all  the  board  meeting  expenses.

4.9  Board  members  not  working  for  the  Company  is  not compensated by the
     Company.

4.10 There should be detail minute for each Board meeting, signed by each member
     and  proxy  attending the meeting. Minutes is recorded in Chinese, and kept
     in  file  by  Company.

4.11 The  following  should  be  unanimous  approved  by  the  Board:
     a.   Modify  the  article  of  association
     b.   Dissolve  or  terminate  the  Joint  Venture
     c.   Increase,  decrease  or  transfer  registered  capital
     d.   Merge  or  split  off
     e.   Transfer  shareholder  rights
     f.   Mortgage  shareholder  rights
     g.   Mortgage  company  capital
     h.   Adjust  the  company  capital
     i.   Hire or fire the general manager, general engineer, general accountant
          and  auditor,  and  determine  their  compensation

4.12 The  following  should  be  approved  by  two-thirds  of  the Board members
     a.   Approve  the  production  plan,  annual  production  report, financial
          reports,  annual  profit  distribution  plan
     b.   Approve  the  internal  control  operation
     c.   Approve  the  general  administrative  regulations
     d.   Investigate  the  lawsuit  and  arbitration issue related to the Joint
          Venture

No.  5  Administration
5.1  Joint  Venture has one operation and administration department, under which
     there  are  departments  of  production,  technology,  sales, financial and
     administration.


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5.2  Joint  Venture has one general manage, one vice manager. Board will hire or
     fire  the  general and vice manager. General manager will be recommended by
     Party  B,  vice  manager will be recommended by Party A. Chairman of Board,
     vice  Chairman, and Board members could be general manager, vice manager or
     hold  in  other  higher  administrative  positions.

5.3  General  and  vice manger has the contract period of three years, and could
     be  renewed.

5.4  General  manager  will  be responsible for the Board, with the help of vice
     manager. When the absence of the general manager, vice manager will execute
     the  rights  for  the  sake  of  the  general  manager.

5.5  General  manager  has  the  following  rights:

     a.   Fulfill  the  decision  from  Board  meetings.
     b.   Fulfill  the  annual  production  plan  and  investment  plan
     c.   Lead  the  daily  administrative  and  production  activity
     d.   Draft the production plan, annual production report, financial report,
          profit  distribution  plan  and  ask  for  the  approval  from  Board.
     e.   Draft  the  internal  control  procedure
     f.   Draft  the  general  administrative  rules
     g.   Suggest  the  Board  on  hire  or  fire of the vice manager, person in
          charge  of  financial  status
     h.   Specify  the  rules  for  the  company
     i.   Other  duties  delegated  by  Board

5.6  Joint Venture has one general engineer and one general accountant; both are
     hired  by  Board,  and  under  the  lead  of  general  manager.

5.7  General  manager,  vice manager are not allowed to be the general manger or
     vice  manger of other entities, nor are they allowed to join other entities
     to  compete with Joint Venture. The earnings from the above activity should
     be  compounded  to  Joint  Venture.

5.8  If  General  manager,  vice  manager  and other higher positioned employees
     involved  in fraud or gross negligence, they will be dismissed anytime upon
     the  approval  from  Board  meeting.

No.  6  Profit  distribution
6.1  Joint  Venture  will  specify  the  net income after tax to be the reserved
     capital,  capital  for  development,  incentive  to  employees  or employee
     benefit.  The  distribution  rate  will  be  determined  by Board meetings.

6.2  Net  income  after the above distribution will be distributed to each Party
     by  the  investment  ratio.

6.3  Profit  would  be  distributed once each year, prior year distribution plan
     and  the amount each Party is entitled to will be announced during the last
     3  months  of  the  current  fiscal  year.

6.4  Before  the  makeup  of the loss from prior fiscal year, there should be no
     distribution  of  the  current  profit.  The cumulated undistributed profit
     could  be  distributed  current  year.

No.  7  Financial  Accounting


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7.1  Financial Accounting of Joint Venture will follow the Regulations for Joint
     Venture  set  up  by  Department  of  Finance  of People Republic of China.

7.2  Joint Venture has the fiscal year same as calendar year, from 1/1 to 12/31.

7.3  All  the  supporting  documents,  book,  financial  statement  should be in
     Chinese.

7.4  RMB  is  the  monetary  unit  in the book keeping, and the exchange rate to
     other  currencies  is  determined  by the actual exchange rate announced by
     China  Bank  on  the exchange date. Other issues on foreign currencies will
     follow  the  relating regulations on foreign currency of People Republic of
     China  and  the  Contract.

7.5  Joint venture will open bank account in the bank that has the power to deal
     with  foreign  currency.

7.6  Joint  Venture  will  use  double  entry  book  keeping.

7.7  The  following  should  be  recorded  in  the  financial  book:

     a.   All  the  cash  received,  cash  disbursements
     b.   All  the  sales  and  purchases
     c.   Debt  liability
     d.   Time,  amount,  increase  or  transfer  of  registered  capital

7.8  Financial  department  should  compile  the  prior year financial statement
     including  balance  sheet and income statement within the first 3 months of
     the following year, have it audited and signed by CPAs and turn in to Board
     for  approval.

7.9  Each  Party  in the Joint Venture has the rights to hire his own accountant
     to  check  books.

7.10 The useful life of the fixed assets will be determined by Earned Income Tax
     Law  of  the  joint  venture  or  foreign  enterprises.

No.  8  Employees
8.1  The  hire,  fire, salary, benefit, insurance, protection, discipline of the
     employees  will  be  based  on  the  Joint Venture Workforce Regulations of
     People  Republic  of  China.

8.2  Needed  employees  should  be recommended by the Local Labor Department, or
     approved  by  Local  Labor  Department, and publicly advertised, subject to
     examine  and  hired  by the merit system and sign the contract upon hiring.

8.3  Joint  Venture  has  the  rights  to  give warnings to those employees, who
     violated  the company regulations and disciplines, decrease their salaries,
     or  even  fire  them  upon strong violations. The fired employees should be
     reported  to  Local  Labor  Department

8.4  Salary  is  referred  to  relating  Chinese  regulations.  According to the
     specific  situations  of  the  Joint  Venture, the Board will determine and
     specify  the  salary  in  the  labor  contract.  Joint  Venture  could give
     employees  salary  increase  with  the  development  of the production, the
     improvement  of  the  work  ability  and  technological  level.



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8.5  Benefit, bonus, labor protection and insurance will be covered in different
     regulations,  to  assure  the  employee could work under normal situations.

No.  9  Union
9.1  Employees in Joint Venture have the rights to set up Union, to join Unions,
     to participate the activity based on Union Law of People Republic of China.

9.2  Union  in  the  Joint  Venture  is on behalf of the employees. Its duty is:
     protect  the  employees rights and benefit based on the law; help the Joint
     Venture  to  wisely  arrange and use the benefit, incentive funds; organize
     the employees to study the current political issue, technology, science and
     professions;  organize  the art show and sports activity; educate employees
     to  comply  with  the  discipline  and  do  the  best  jobs  in  the  work.

9.3  Union  in  the  Joint Venture will sign the contract on behalf of employees
     and  supervise  the  contract  fulfillment.

9.4  The  person  in charge of Union will be invited to attend the Board meeting
     and  speak  out  the  opinion  and  reasonable  request  from  employees.

9.5  Union  will  solve  the  dispute  between  Joint  Venture  and  employees.

9.6  Each  month  Joint Venture will provide 2% of the total employees salary to
     Union  as  the  operation  funds.  Union  will  use   the  funds  based  on
     Administrative  Method  of  the  Union  Funds  from General Union of People
     Republic  of  China.

No.  10  Termination  and  liquidation
10.1 Joint venture has a life of 15 years, started from the approval of business
     certificate.

10.2 If  both  Parties  agree  to prolong the life, Board meeting could make the
     decision  and  turn  in  the  written  application to the original approval
     authority  within  6 months before the end. The written application must be
     approved  by  the  authority for the Joint Venture to prolong. The original
     record  keeping  authority  should  be  notified  for  the  change.

10.3 If  both  Parties think it would be the best for the early termination, the
     Joint  Venture could be terminated earlier. Early termination should be the
     decision unanimous made by the Board, and approved by the original approval
     authority.

10.4 No  matter normal or early termination, the Board should list the procedure
     for liquidation and the rules and candidate for liquidation committee; form
     the  liquidation  committee  to  liquidate  the  company  assets.

10.5 The duty of the liquidation committee is to fully check the company assets,
     liability  and  creditor  rights, to compile the balance sheet and property
     list,  to  set  up  the  liquidation  plan,  to  execute the plan after the
     approval  of  Board.

10.6 During  the  liquidation,  the  committee  is the party who answers for the
     lawsuit  or  initiate  the  lawsuit.


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10.7 Liquidation  expenses  and  the  compensation  of the liquidation committee
     should  be  paid  off  in  the  priority  by  the  current  assets.

10.8 After  all the debts are paid off, the remaining assets will be distributed
     by  the  investment  ratio  of  Party  A  and  B.

10.9 After the liquidation, Joint Venture should report to the original approval
     authority,  and  cancel  the  registration from the original record keeping
     authority,  turn  in  the  business  certificate,  notify  the  public.

10.10  After  the  liquidation,  all  the  books  should  be  kept  by  Party A.

No.  11  Regulations
11.1 The  regulations  set  up  by  the  Board  for Joint Venture is as follows:

     a.   Operation and administration rules including all the working procedure
          and  the  duty  and  rights  for  each  department.
     b.   Employee  code.
     c.   Salary  system
     d.   Rule  on  the  evaluation,  promotion  and  bonus  and  punishment
     e.   Benefit
     f.   Financial  system
     g.   Liquidation  procedure
     h.   Other  necessary  procedure

No.  12  Supplementary
12.1 The  modification  of this article should be unanimous agreed by the Board,
     and  reported  to  the  original  approval  authority.

12.2  This  article  is  written  in  Chinese.

12.3 This  Article  should  be approved by the Business Department of the People
     Republic  of  Chinese  or  the  designated  department  to  be  effective.
     Modification  has  the  same  request.

12.4 The  article  is  signed  on  10/4/2003  at  Shenzhen  by  the  designated
     representatives  from  two  Parties.

Party A: Santai Science and Technology Industry, Ltd, representative: Ji Yongqin
Party  B:  American  Dairy  Inc,  representative:  Len  Youbin

10/14/2003