EXECUTION
        COPY

    


    SHARE
      PLEDGE AGREEMENT

    


    This
      SHARE PLEDGE
      AGREEMENT,
      dated
      as of June 1, 2007 (this “Agreement”),
      is
      executed between (i) Mr. Leng You-Bin, being an individual resident in the
      People’s Republic of China (“Mr.
      Leng”),
      and
      American Dairy, Inc.,
      a Utah
      corporation (the “Company”,
      and
      together with Mr. Leng, the “Pledgors”)
      and The
      Bank
      of New York, in its capacity as collateral agent (with its successors in such
      capacity, the “Collateral
      Agent”)
      for
      the benefit of the Secured Parties (as defined below).

    


    WITNESSETH:

    


    (1) The
      Company issued certain 1.0% Guaranteed Senior Secured Convertible Notes due
      2012
      (the “Notes”)
      pursuant to an indenture dated the date hereof (as amended, restated,
      supplemented or otherwise modified and in effect from time to time, the
“Indenture”),
      among
      the Company, American Flying Crane Corporation, a Delaware Corporation (the
      “Guarantor”),
      the
      other Subsidiaries (as defined in the Notes Purchase Agreement) of the Company
      and The Bank of New York, a New York banking corporation, as trustee (in such
      capacity, the “Trustee”);
      

    


    (2) The
      Company, its Subsidiaries, Mr. Leng, Mr. Liu Hua and Citadel Equity Fund Ltd.
      have entered into an amended and restated notes purchase agreement dated as
      of
      June 1, 2007 (the “Notes
      Purchase Agreement”)
      for
      the sale and purchase of the Notes;

    


    (2) The
      Pledgors own the issued and outstanding equity interests in the Company and
      the
      Guarantor, as applicable, set forth on Exhibit
      A
      attached
      hereto and made a part hereof (the “Equity
      Interests”);
      and

    


    (3) The
      Pledgors are required to execute and deliver this Agreement pursuant to the
      Notes Purchase Agreement and the Indenture.

    


    NOW,
      THEREFORE,
      for and
      in consideration of the foregoing and of any financial accommodations or
      extensions of credit heretofore, now or hereafter made to or for the benefit
      of
      the Secured Parties pursuant to the Indenture or any other agreement, instrument
      or document executed pursuant to or in connection therewith, and for other
      good
      and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Pledgors and the Collateral Agent hereby agree as
      follows:

    


    1.
       Defined
      Terms.
      Unless
      otherwise defined herein, each capitalized term used herein that is defined
      in
      the Indenture shall have the meaning specified for such term in the Indenture.
      Unless otherwise defined herein or in the Indenture, terms used in Article
      8 or
      Article 9 of the Uniform Commercial Code as in effect from time to time in
      the
      State of New York are used herein as therein defined. In addition, the following
      terms used in this Agreement shall have the meanings set forth
      below:

    


    1.
       “Qualified
      Event of Default”
shall
      mean an Event of Default as defined in Section 6.01 of the Indenture, provided
      that an Event of Default described under Section 6.01(e) of the Indenture shall
      not be a Qualified Event of Default for purposes of this Agreement unless and
      until the following conditions have been satisfied: 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (i) if
      the
      Collateral Agent receives written notice from the Company within the 30-day
      period prescribed in Section 6.01(e) of the Indenture stating either that (A)
      the Company objects to the notice of failure given pursuant to Section 6.01(e)
      of the Indenture or (B) the Company believes that it has cured the failure
      so
      notified within such 30-day period, then the Collateral Agent shall allow 14
      days after the occurrence of such Event of Default for the Company and the
      Trustee or the holders of 25% in aggregate principal amount of the Notes then
      outstanding (the “Initiating
      Noteholders”),
      whoever gave such notice of failure, to attempt to resolve such dispute,
      following which, in the absence of its receipt of joint instructions signed
      by
      both the Company and the Trustee (acting at the written direction of the
      Initiating Noteholders) or the Initiating Noteholders, whoever gave such notice
      of failure, the Collateral Agent shall submit the dispute to an arbitrator
      to be
      mutually agreed by the Company on the one hand and the Trustee or the Initiating
      Noteholders, whoever gave such notice of failure, for resolution, on the other
      hand; 

    


    (ii) in
      case the Company gives notice to the Collateral Agent as described in the
      preceding clause (i), the Collateral Agent shall not transfer, register or
      otherwise exercise any remedies with respect to the Pledged Collateral pursuant
      to the Event of Default described in the preceding clause (i) until it receives
      (A)
      a binding arbitration award rendered or given by the arbitrator described in
      the
      preceding clause (i) stating that an Event of Default under Section 6.01(e)
      of
      the Indenture has in fact occurred and that the Collateral Agent has the right
      to exercise its remedies under this Section 4, or (B)
      joint
      written instructions of the Company and the Trustee (acting at the written
      direction of the Initiating Noteholders) or the Initiating Noteholders, whoever
      gave the notice of failure under Section 6.01(e) of the Indenture;

    


    provided,
      that nothing herein shall prevent the Collateral Agent from pursuing remedies
      with respect to the Pledged Collateral pursuant to any other Qualified Event
      of
      Default which has occurred and is continuing.

    


    “Secured
      Obligations”
shall
      mean all obligations owing by the Company, its Subsidiaries, Mr. Leng and Mr.
      Liu Hua from time to time under the Indenture, the Notes, the Guarantees, the
      Notes Purchase Agreement and in respect of all other Note Obligations,
      including, without limitation, interest accruing during the pendency of any
      bankruptcy, insolvency, receivership or other similar proceeding, regardless
      of
      whether allowed or allowable in such proceeding.

    


    “Secured
      Parties”
shall
      mean each of the Collateral Agent, the Trustee, the holders of any Note
      (“Holders”)
      and
      each other party to whom any Secured Obligation is owed.

    


    2.
       Pledge.
      Each
      Pledgor hereby pledges to the Collateral Agent, for the benefit of the Secured
      Parties, and grants to the Collateral Agent for the benefit of the Secured
      Parties, a security interest in, the following (collectively, the “Pledged
      Collateral”):
      

    


    (a)
       All
      of
      the right, title and interest of such Pledgor in the Equity Interests, whether
      now existing or hereafter arising, and the certificates representing the shares
      of such capital stock (such now-existing shares being identified on Exhibit
      A
      attached
      hereto and made a part hereof), and (in the case of the Company as the Pledgor)
      all options and warrants for the purchase of additional equity interests in
      the
      Guarantor now or hereafter held in the name of the Company (all of said Equity
      Interests and (in the case of the Company as the Pledgor) options and warrants
      and all capital stock held in the name of the Company as a result of the
      exercise of such options or warrants being hereinafter collectively referred
      to
      as the “Pledged
      Stock”),
      herewith delivered to the Collateral Agent,
      accompanied by undated Powers (as defined below) executed in blank by such
      Pledgor, and, subject to Section
      9
      hereof,
      all dividends, distributions, cash, instruments and other property from time
      to
      time received, receivable or otherwise distributed in respect of, or in exchange
      for, any or all of the Pledged Stock; 

    


    
      
         

      

      
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    (b)
       All
      Additional Equity Interests (as defined below) from time to time acquired by
      the
      Company from the date hereof in any manner, and the certificates representing
      such Additional Equity Interests (any such additional equity interests shall
      constitute part of the Pledged Stock and the Collateral Agent is irrevocably
      authorized to amend Exhibit
      A
      from
      time to time to reflect such additional equity interests), and subject to
Section
      9
      hereof,
      all options, warrants, dividends, distributions, cash, instruments and other
      rights and options from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all of the Equity Interests
      or Additional Equity Interests; and

    


    (c)
       All
      proceeds of the foregoing. 

    


    3.
       Security
      for Liabilities.
      The
      Pledged Collateral secures the full and prompt payment, performance and
      observance when due (whether at stated maturity, by acceleration or otherwise)
      of the Secured Obligations. 

    


    4.
       Delivery
      of Pledged Collateral; Registration and Acknowledgments.
      All
      certificates representing or evidencing the Pledged Collateral, if any, and
      a
      copy of the UCC financing statements filed with the State of Utah or the
      District of Columbia, as applicable, pursuant to Section 26 below, shall be
      physically delivered to and held by or on behalf of the Collateral Agent,
      pursuant hereto and shall be in suitable form for transfer by delivery and
      shall
      be accompanied by duly executed instruments of transfer, powers, or assignments
      in blank as appropriate (such instruments of transfer, powers, or assignments
      in
      blank, in the form of Exhibit
      B
      attached
      hereto and made a part hereof, being the “Powers”),
      all
      in form and substance satisfactory to the Collateral Agent. After the occurrence
      and during the continuance of a Qualified Event of Default under the Indenture,
      the Collateral Agent shall have the right, at any time in its discretion and
      without notice to any Pledgor, to transfer to or to register in the name of
      the
      Collateral Agent or any of its nominees any or all of the Pledged Collateral,
      subject only to the revocable rights specified in Sections
      8
      and
9.
      In
      addition, the Collateral Agent shall have the right at any time to exchange
      certificates or instruments representing or evidencing Pledged Collateral for
      certificates or instruments of smaller or larger denominations. 

    


    5.
       Pledged
      Collateral Adjustments.
      If,
      during the term of this Agreement: 

    


    
      
         

      

      
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    (a)
       Any
      stock
      dividend, reclassification, readjustment or other change is declared or made
      in
      the capital structure of either Pledged Entity (as defined below), or any option
      included within the Pledged Collateral is exercised, or both, or

    


    (b)
       Any
      subscription warrants, shares, or any other rights or options or other
      securities shall be issued in connection with the Pledged Collateral,


    


    then
      all
      new, substituted and additional shares, warrants, rights, options or other
      securities, issued by reason of any of the foregoing, shall be immediately
      delivered to and held by the Collateral Agent, under the terms of this Agreement
      and shall constitute Pledged Collateral hereunder; provided,
      however,
      that
      nothing contained in this Section
      5
      shall be
      deemed to permit any distribution, issuance of additional shares, warrants,
      rights, options or other securities, reclassification, readjustment or other
      change in the capital structure which is expressly prohibited in the Indenture
      nor to permit any such distribution, issuance of additional equity interests,
      warrants, shares, rights, options or other securities, reclassification,
      readjustment or other change in the capital structure of such issuer which
      is
      expressly prohibited in the Indenture.

    


    6.
       Subsequent
      Changes Affecting Pledged Collateral.
      Each
      Pledgor represents and warrants that it has made its own arrangements for
      keeping itself informed of changes or potential changes affecting the Pledged
      Collateral (including, but not limited to, rights to convert, rights to
      subscribe, payment of distributions, reorganization or other exchanges, offers
      to purchase and voting rights), and each Pledgor agrees that none of the
      Collateral Agent or any of the Secured Parties shall have any obligation to
      inform such Pledgor of any such changes or potential changes or to take any
      action or omit to take any action with respect thereto. The Collateral Agent
      may, after the occurrence and during the continuance of a Qualified Event of
      Default, without notice and at its option, transfer or register the Pledged
      Collateral or any part thereof into its or its nominee’s name with or without
      any indication that such Pledged Collateral is subject to the security interest
      hereunder. 

    


    7.
       Representations
      and Warranties.
      Each
      Pledgor represents and warrants, severally and not jointly, as follows:


    


    (a)
       Such
      Pledgor is the sole legal and beneficial owner of the Equity Interests set
      forth
      opposite its name on Exhibit
      A
      attached
      hereto and made a part hereof, free and clear of any Lien except for the Lien
      created by this Agreement; 

    


    (b)
       All
      of
      the Pledged Stock pledged by such Pledgor has been duly authorized and validly
      issued, is fully paid and non-assessable; such Pledgor has acquired its
      ownership in such Pledged Collateral in good faith without notice of any adverse
      claims;

    


    (c)
       All
      of
      the Pledged Stock pledged by such Pledgor is presently represented by the
      certificates listed on Exhibit
      A
      hereto
      and are a “Certificated Security” within the meaning given to such term in
      Section 8-102(a)(4) of the UCC (as defined below). As of the date hereof, there
      are no existing options, warrants, calls or commitments of any character
      whatsoever relating to such Pledged Stock; 

    


    
      
         

      

      
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    (d)
       Such
      Pledgor has full power and authority to enter into this Agreement and perform
      the obligations hereunder; 

    


    (e)
       There
      are
      no restrictions upon the voting rights associated with, or upon the transfer
      of,
      any of the Pledged Collateral pledged by such Pledgor; 

    


    (f)
       Such
      Pledgor has the right to vote, pledge, assign and grant a security interest
      in
      or otherwise transfer the Pledged Collateral pledged by such Pledgor free of
      any
      Liens; 

    


    (g)
       No
      authorization, approval, or other action by, and no notice to or filing with,
      any Governmental Authority and no consent from any other party (including,
      without limitation, any stockholder, partner, member or creditor of such Pledgor
      or any of its Affiliates) is required either (i) for the pledge of the Pledged
      Collateral pledged by such Pledgor pursuant to this Agreement or for the
      execution, delivery or performance of this Agreement by such Pledgor or (ii)
      for
      the exercise by the Collateral Agent of the voting or other rights provided
      for
      in this Agreement or the remedies in respect of such Pledged Collateral pursuant
      to this Agreement (except as may be required in connection with such disposition
      by laws affecting the offering and sale of securities generally); 

    


    (h)
       The
      pledge of the Pledged Collateral pursuant to this Agreement, together with
      the
      delivery of the stock certificates in accordance with Section
      4
      hereof
      to the Collateral Agent, creates a valid and perfected first priority security
      interest in the Pledged Collateral, in favor of the Collateral Agent for the
      benefit of the Secured Parties, securing the payment and performance of the
      Secured Obligations; the Collateral Agent shall have “control” (within the
      meaning given to such term in Section 8-106 of the UCC) of the Pledged
      Collateral and the Collateral Agent will be a “protected purchaser” (within the
      meaning given to such term in Section 8-303 of the UCC); 

    


    (i)
       This
      Agreement has been duly executed and delivered by and on behalf of such Pledgor
      and constitutes the legal, valid and binding obligation of such Pledgor,
      enforceable against such Pledgor in accordance with its terms; 

    


    (j)
       There
      is
      no action, suit, proceeding, governmental investigation or arbitration, at
      law
      or in equity, or before or by any Governmental Authority, pending, or to the
      knowledge of such Pledgor, threatened against such Pledgor, the respective
      Pledged Entity (as defined below) or any of its property which will materially
      and adversely affect the value of the Pledged Collateral pledged by such Pledgor
      or the ability of such Pledgor to perform its obligations under this Agreement;
      

    


    (k)
       The
      execution, delivery and performance of this Agreement by such Pledgor (i) does
      not violate, constitute a breach of or a default (with the passage of time
      or
      otherwise) under, require the consent of any person or a Governmental Authority
      or result in the imposition of a Lien (other than the Lien created by this
      Agreement) on any assets of such Pledgor under or pursuant to (x) any indenture,
      mortgage, or any other agreement to which such Pledgor is a party or by which
      any of its properties or assets may be bound or (y) any statute, rule,
      regulation, law or ordinance, or any judgment, decree or order applicable to
      such Pledgor; (ii) complies with all corporate organization documents of such
      Pledgor; and (iii) does not violate any restriction on such transfer or
      encumbrance of the Pledged Collateral pledged by such Pledgor; 

    


    
      
         

      

      
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    (l)
       The
      Powers delivered by such Pledgor are effective endorsements duly executed by
      an
      appropriate person and give the Collateral Agent the authority they purport
      to
      confer; 

    


    (m)
       The
      Pledged Stock pledged by such Pledgor constitutes (i) in the case of the Company
      as the Pledgor, constitutes all of the equity interests in the Guarantor held
      by
      the Company as of the date hereof and (ii) in the case of Mr. Leng as the
      Pledgor, constitutes 30% of all the equity interests in the Company held by
      Mr.
      Leng on a fully-diluted basis as of the date hereof; and

    


    (n)
       The
      respective Pledged Entity has been duly incorporated and is validly existing
      as
      a corporation in good standing under the laws of its jurisdiction of
      incorporation (i.e.,
      Utah in
      the case of the Company as the Pledged Entity, and Delaware in the case of
      the
      Guarantor as the Pledged Entity).

    


    8.
       Voting
      Rights.
      During
      the term of this Agreement, and except as provided in this Section
      8
      below,
      each Pledgor shall have the right to vote the Pledged Stock pledged by such
      Pledgor on all corporate questions in a manner not inconsistent with the terms
      of this Agreement and the other Transaction Documents to which it is a party;
      provided,
      however,
      that no
      vote shall be cast, and no consent shall be given or action taken, which would
      have the effect of impairing the position or interest of any Secured Party
      in
      respect of the Pledged Collateral or which would authorize, effect or consent
      to
      (unless and to the extent expressly permitted by the Transaction Documents
      to
      which it is a party) (i) the dissolution or liquidation, in whole or in part,
      of
      the issuer of Pledged Stock (a “Pledged
      Entity”,
      i.e.,
      the
      Company in the context of the pledge of its shares by Mr. Leng, and the
      Guarantor in the context of the pledge of its shares by the Company); (ii)
      the
      consolidation or merger of a Pledged Entity with any other Person; (iii) the
      sale, disposition or encumbrance of all or substantially all of the assets
      of a
      Pledged Entity, except for Liens in favor of the Collateral Agent for the
      benefit of the Secured Parties; (iv) any change in the authorized number of
      shares, the stated capital or the authorized share capital of a Pledged Entity
      or the issuance of any additional shares of its Equity Interests; or (v) the
      alteration of the voting rights with respect to the Equity Interests of a
      Pledged Entity. After the occurrence and during the continuation of a Qualified
      Event of Default, the Collateral Agent shall have the right to, following
      written notice from the Collateral Agent to the Pledgor, exercise all voting
      rights pertaining to the Pledged Collateral, including the right to take action
      by shareholder consent. 

    


    9.
       Dividends
      and Other Distributions.
      (a) So
      long as no Qualified Event of Default shall have occurred and be continuing:
      

    


    (i)
       Each
      Pledgor shall be entitled to receive and retain any and all dividends and
      distributions paid in respect of the Pledged Collateral, notwithstanding such
      dividends and distributions being subject to the pledge and assignment thereof
      pursuant to Section
      2,
      provided,
      however,
      that
      any and all

    


    
      
         

      

      
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    (A)
       dividends
      and distributions paid or payable other than in cash with respect to, and
      instruments and other property received, receivable or otherwise distributed
      with respect to, or in exchange for, any of the Pledged Collateral;

    


    (B)
       dividends
      and other distributions paid or payable in cash with respect to any of the
      Pledged Collateral on account of a partial or total liquidation or dissolution
      or in connection with a reduction of capital, capital surplus or paid-in
      surplus; and

    


    (C)
       cash
      paid, payable or otherwise distributed with respect to principal of, or in
      redemption of, or in exchange for, any of the Pledged Collateral;

    


    shall
      be
      Pledged Collateral, and shall be forthwith delivered to the Collateral Agent
      to
      hold, for the benefit of the Secured Parties, as Pledged Collateral and shall,
      if received by such Pledgor, be received in trust for the Collateral Agent,
      for
      the benefit of the Secured Parties; and

    


    (ii)
       The
      Collateral Agent shall execute and deliver (or cause to be executed and
      delivered) to the relevant Pledgor all such proxies and other instruments as
      such Pledgor may reasonably request for the purpose of enabling such Pledgor
      to
      receive the dividends which it is authorized to receive and retain pursuant
      to
      clause (i) above.

    


    (b)
       After
      the
      occurrence and during the continuation of a Qualified Event of Default:


    


    (i)
       All
      rights of each Pledgor to receive the dividends and other distributions which
      it
      would otherwise be authorized to receive and retain pursuant to Section
      9(a)(i)
      hereof
      shall cease, and all such rights shall thereupon become vested in the Collateral
      Agent, for the benefit of the Secured Parties, which shall thereupon have the
      sole right to receive and hold as Pledged Collateral such dividends and other
      distributions;

    


    (ii)
       All
      dividends and other distributions which are received by each Pledgor contrary
      to
      the provisions of clause (i) of this Section
      9(b)
      shall be
      received in trust for the Collateral Agent, for the benefit of the Secured
      Parties;

    


    (iii)
       Each
      Pledgor shall, upon the reasonable request of the Collateral Agent, at such
      Pledgor’s expense, execute and deliver, and cause the respective Pledged Entity
      and its officers and directors to execute and deliver, all such instruments
      and
      documents, and do or cause to be done all such other acts and things, as may
      be
      required by applicable law or may be necessary or, in the opinion of the holders
      of at least a majority in aggregate principal amount of the Notes then
      outstanding or their counsel, advisable to register the applicable Pledged
      Collateral under the provisions of the Securities Act, and to exercise its
      best
      efforts to cause the registration statement relating thereto to become effective
      and to remain effective for such period as prospectuses are required by law
      to
      be furnished, and to make all amendments and supplements thereto and to the
      related prospectus which, in the opinion of the Holders of at least a majority
      in aggregate principal amount of the Notes then outstanding or their counsel,
      are necessary or advisable, all in conformity with the requirements of the
      Securities Act and the rules and regulations of the Commission applicable
      thereto;

    


    
      
         

      

      
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    (iv)
       Each
      Pledgor shall, at such Pledgor’s expense, use its best efforts to qualify the
      Pledged Collateral pledged by such Pledgor under U.S. state securities or “Blue
      Sky” laws and to obtain all necessary governmental approvals for the sale of
      such Pledged Collateral;

    


    (v)
       Each
      Pledgor, if applicable, shall, at such Pledgor’s expense, cause the respective
      Pledged Entity to make available to the holders of its securities, as soon
      as
      practicable, earning statements which will satisfy the provisions of Section
      11(a) of the Securities Act; and

    


    (vi)
       Each
      Pledgor shall, at such Pledgor’s expense, do or cause to be done all such other
      acts and things as may be necessary to make such sale of the Pledged Collateral
      pledged by such Pledgor or any part thereof valid and binding and in compliance
      with applicable law.

    


    Each
      Pledgor will reimburse the Collateral Agent for all expenses incurred by the
      Collateral Agent, including, without limitation, reasonable attorneys’ and
      accountants’ fees and expenses in connection with the foregoing. Upon or at any
      time after the occurrence and during the continuation of a Qualified Event
      of
      Default, if the Secured Parties (pursuant to the terms of the
      Indenture) determines
      that, prior to any public offering of any securities constituting part of the
      Pledged Collateral, such securities should be registered under the Securities
      Act and/or registered or qualified under any other federal or state law and
      such
      registration and/or qualification is not practicable, then each Pledgor agrees
      that it will be commercially reasonable if a private sale, upon at least ten
      (10) Business Days’ notice to such Pledgor, is arranged so as to avoid a public
      offering, even though the sales price established and/or obtained at such
      private sale may be substantially less than prices which could have been
      obtained for such security on any market or exchange or in any other public
      sale.

    


    


    10.
       Transfers
      and other Liens.
      Other
      than as permitted under the Indenture, each Pledgor agrees that it will not,
      without the prior written consent of the Collateral Agent: (i) sell, transfer
      or
      otherwise dispose of or grant any option with respect to, or create or permit
      to
      exist any Lien upon or with respect to, any of the Pledged Collateral, except
      as
      expressly permitted by this Agreement; or (ii) take any action in connection
      with any of the Pledged Collateral which would materially impair the value
      of
      the Pledged Collateral or otherwise materially and adversely affect the interest
      or rights of the Collateral Agent or the Secured Parties hereunder.


    


    Each
      Pledgor further agrees that it will procure, or take reasonable efforts to
      procure, that the respective Pledged Entity and any other direct or indirect
      subsidiary thereof shall carry on business only in the ordinary course and
      will
      not dispose of or agree to dispose of a substantial part of its assets or
      undertaking or take any action in connection with any of the Pledged Collateral
      pledged by such Pledgor which would materially impair the value of such Pledged
      Collateral or otherwise materially and adversely affect the interest or rights
      of the Collateral Agent or the Secured Parties hereunder. 

    


    
      
         

      

      
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    11.
       Defense
      of Title.
      Each
      Pledgor will defend the title to the Pledged Collateral pledged by such Pledgor
      and the Liens of the Collateral Agent in such Pledged Collateral against the
      claim of any Person and will maintain and preserve such Liens. 

    


    12.
       Additional
      Equity Interests.
      The
      Pledgors will, upon the Company obtaining ownership of any additional equity
      interests in the Guarantor, which equity interests are not already Pledged
      Collateral (the “Additional
      Equity Interests”),
      promptly (and in any event within three (3) Business Days) deliver to the
      Collateral Agent an amendment to this Agreement, duly executed by the Pledgors
      and in form and substance satisfactory to the Secured Parties, in respect of
      any
      such Additional Equity Interests, pursuant to which the Company shall pledge
      to
      the Collateral Agent all of such Additional Equity Interests. The Pledgors
      hereby authorizes the Collateral Agent to attach such amendment to this
      Agreement and agrees that all Pledged Stock listed on any such amendment
      delivered to the Collateral Agent shall for all purposes hereunder be considered
      Pledged Collateral. 

    


    13.
       Remedies.

    


    (a)
       
      (a) The
      Collateral Agent shall have, in addition to any other rights given under this
      Agreement or by law, all of the rights and remedies with respect to the Pledged
      Collateral of a secured party under the Uniform Commercial Code as in effect
      in
      the State of New York (the “UCC”)
      (whether or not the UCC applies to the affected Pledged Collateral). In
      addition, after the occurrence and during the continuation of a Qualified Event
      of Default, the Collateral Agent shall have such powers of sale and other powers
      as may be conferred by applicable law. With respect to the Pledged Collateral
      or
      any part thereof which shall then be in or shall thereafter come into the
      possession or custody of the Collateral Agent or which the Collateral Agent
      shall otherwise have the ability to transfer under applicable law, the
      Collateral Agent may, in its sole discretion, without notice except as specified
      below, after the occurrence and during the continuation of a Qualified Event
      of
      Default, sell or cause the same to be sold at any exchange, broker’s board or at
      public or private sale, in one or more sales or lots, at such price as the
      Collateral Agent or the Secured Parties (pursuant to the terms of the Indenture)
      may deem best, for cash or on credit or for future delivery, without assumption
      of any credit risk, and the purchaser of any or all of the Pledged Collateral
      so
      sold shall thereafter own the same, absolutely free from any claim, encumbrance
      or right of any kind whatsoever. The Collateral Agent or any Secured Party
      may,
      in its own name, or in the name of a designee or nominee, buy the Pledged
      Collateral at any public sale and, if permitted by applicable law, buy the
      Pledged Collateral at any private sale. Each Pledgor agrees to pay to the
      Collateral Agent all reasonable expenses (including, without limitation, court
      costs and reasonable attorneys’ and paralegals’ fees and expenses) of, or
      incident to, the enforcement of any of the provisions hereof. The Collateral
      Agent agrees to distribute any proceeds of the sale of the Pledged Collateral
      in
      accordance with the Indenture and the Pledgors shall remain liable for any
      deficiency following the sale of the Pledged Collateral. 

    


    
      
         

      

      
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    (b)
       Unless
      any of the Pledged Collateral threatens to decline speedily in value or is
      or
      becomes of a type sold on a recognized market, the Collateral Agent will give
      the Pledgors reasonable notice of the time and place of any public sale thereof,
      or of the time after which any private sale or other intended disposition is
      to
      be made. Any sale of the Pledged Collateral conducted in conformity with
      reasonable commercial practices of banks, commercial finance companies,
      insurance companies or other financial institutions disposing of property
      similar to the Pledged Collateral shall be deemed to be commercially reasonable.
      Notwithstanding any provision to the contrary contained herein, each Pledgor
      agrees that any requirements of reasonable notice shall be met if such notice
      is
      received by such Pledgor as provided in Section
      29
      below at
      least ten (10) Business Days before the time of the sale or disposition. Any
      other requirement of notice, demand or advertisement for sale is waived, to
      the
      extent permitted by law. The Collateral Agent shall not be obligated to make
      any
      sale of the Pledged Collateral regardless of notice of sale having been given.
      The Collateral Agent may adjourn any public or private sale from time to time
      by
      announcement at the time and place fixed therefor, and such sale may, without
      further notice, be made at the time and place to which it was so
      adjourned.

    


    (c)
       In
      view
      of the fact that U.S. federal and state securities laws may impose certain
      restrictions on the method by which a sale of the Pledged Collateral may be
      effected after a Qualified Event of Default, each Pledgor agrees that after
      the
      occurrence and during the continuation of a Qualified Event of Default, the
      Collateral Agent may, from time to time, attempt to sell all or any part of
      the
      Pledged Collateral by means of a private placement restricting the bidders
      and
      prospective purchasers to those who are qualified and will represent and agree
      that they are purchasing for investment only and not for distribution. In so
      doing, the Collateral Agent may solicit offers to buy the Pledged Collateral,
      or
      any part of it, from a limited number of investors deemed by the Collateral
      Agent, in its reasonable judgment, to be financially responsible parties who
      might be interested in purchasing the Pledged Collateral. If the Collateral
      Agent solicits such offers from not less than four (4) such investors, then
      the
      acceptance by the Collateral Agent of the highest offer obtained therefrom
      shall
      be deemed to be a commercially reasonable method of disposing of such Pledged
      Collateral; provided,
      however,
      that
      this Section
      13
      does not
      impose a requirement that the Collateral Agent solicit offers from four (4)
      or
      more investors in order for the sale to be commercially reasonable.


    


    (d)
       Each
      Pledgor agrees to the maximum extent permitted by applicable law that, following
      the occurrence and during the continuance of a Qualified Event of Default,
      it
      will not at any time plead, claim or take the benefit of any appraisal,
      valuation, stay, extension, moratorium or redemption law now or hereafter in
      force in order to prevent or delay the enforcement of this Agreement, or the
      absolute sale of the whole or any part of the Pledged Collateral or the
      possession thereof by any purchaser at any sale hereunder, and each Pledgor
      waives the benefit of all such laws to the extent it lawfully may do so. Each
      Pledgor agrees that it will not interfere with any right, power and remedy
      of
      the Collateral Agent provided for in this Agreement or now or hereafter existing
      at law or in equity or by statute or otherwise, or the exercise or beginning
      of
      the exercise by the Collateral Agent of any one or more of such rights, powers
      or remedies. No failure or delay on the part of the Collateral Agent to exercise
      any such right, power or remedy and no notice or demand which may be given
      to or
      made upon any Pledgor by the Collateral Agent with respect to any such remedies
      shall operate as a waiver thereof, or limit or impair the Collateral Agent’s
      right to take any action or to exercise any power or remedy hereunder, without
      notice or demand, or prejudice its rights as against any Pledgor in any respect.
      

    


    
      
         

      

      
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    (e)
       Each
      Pledgor further agrees that a breach of any of the covenants by the Pledgor
      contained in this Section
      13
      will
      cause irreparable injury to the Collateral Agent, that the Collateral Agent
      shall have no adequate remedy at law in respect of such breach and, as a
      consequence, agrees that each and every covenant contained in this Section
      13
      shall be
      specifically enforceable against such Pledgor, and each Pledgor hereby waives
      and agrees not to assert any defenses against an action for specific performance
      of such covenants. 

    


    14.
       Security
      Interest Absolute.
      All
      rights of the Collateral Agent and security interests hereunder, and all
      obligations of each Pledgor hereunder, shall be absolute and unconditional
      irrespective of: 

    


    (i)
       any
      lack
      of validity or enforceability of the Indenture or any other agreement or
      instrument relating thereto;

    


    (ii)
       any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any part of the Secured Obligations, or any other amendment or waiver of
      or
      any consent to any departure from the Indenture or this Agreement;

    


    (iii)
       any
      exchange, release or non-perfection of any other collateral, or any release
      or
      amendment or waiver of or consent to departure from any guaranty, for all or
      any
      part of the Secured Obligations; 

    


    (iv)
       the
      insolvency of any of the Pledgors or the Pledged Entities; or

    


    (v)
       any
      other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, such Pledgor in respect of the Secured Obligations or of this
      Agreement.

    


    15.
       Collateral
      Agent Appointed Attorney-in-Fact.
      Each
      Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with full
      authority, in the name of such Pledgor or otherwise, after the occurrence and
      during the continuation of a Qualified Event of Default, from time to time
      in
      the Collateral Agent’s sole discretion, to take any action and to execute any
      instrument which the Collateral Agent or any Secured Party may deem necessary
      or
      advisable to accomplish the purposes of this Agreement, including, without
      limitation, to receive, endorse and collect all instruments made payable to
      such
      Pledgor representing any dividend or other distribution in respect of the
      Pledged Collateral or any part thereof and to give full discharge for the same
      and to arrange for the transfer of all or any part of the Pledged Collateral
      on
      the books of the respective Pledged Entity to the name of the Collateral Agent
      or the Collateral Agent’s nominee. 

    


    16.
       Waivers.
      Each
      Pledgor waives to the fullest extent permitted by applicable laws presentment
      and demand for payment of any of the Liabilities, protest and notice of dishonor
      or a Qualified Event of Default with respect to any of the Liabilities and
      all
      other notices to which the Pledgor might otherwise be entitled except as
      otherwise expressly provided herein or in the Indentures. 

    


    
      
         

      

      
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    17.
       Term.
      This
      Agreement shall remain in full force and effect until the final payment in
      full,
      in cash, of the Secured Obligations. Upon the termination of this Agreement
      as
      provided above (other than as a result of the sale of the Pledged Collateral),
      the Collateral Agent will release the security interest created hereunder and,
      if it then has possession of any Pledged Stock pledged hereunder, will deliver
      such Pledged Stock previously delivered to it and the Powers to the relevant
      Pledgor. 

    


    18.
       Reinstatement.
      This
      Agreement shall remain in full force and effect and continue to be effective
      should any petition be filed by or against any Pledgor or the Pledged Entity
      for
      liquidation or reorganization, should any Pledgor or any Pledged Entity become
      insolvent or make an assignment for the benefit of creditors or should a
      receiver or trustee be appointed for all or any significant part of any
      Pledgor’s or any Pledged Entity’s assets, and shall continue to be effective or
      be reinstated, as the case may be. 

    


    19.
       Definitions.
      The
      singular shall include the plural and vice versa and any gender shall include
      any other gender as the context may require. 

    


    20.
       Binding
      Effect; Successors and Assigns.
      This
      Agreement shall be binding upon each Pledgor and its successors and assigns,
      and
      shall inure to the benefit of the Collateral Agent and the Secured Parties,
      and
      their respective successors and assigns. Nothing set forth herein or in any
      other Security Document is intended or shall be construed to give any other
      Person any right, remedy or claim under, to or in respect of this Agreement,
      the
      Indenture or any Collateral. Each Pledgor’s successors shall include, without
      limitation, a receiver, trustee or debtor-in-possession of or for such Pledgor.
      

    


    21.
       Governing
      Law.
      This
      Agreement has been executed and delivered by the parties hereto in New York,
      New
      York. Any dispute between the Collateral Agent and the Pledgor arising out
      of or
      related to the relationship established between them in connection with this
      Agreement, and whether arising in contract, tort, equity, or otherwise, shall
      be
      resolved in accordance with the laws of the State of New York. 

    


    22.
       Consent
      to Jurisdiction; and Service of Process.
      THE
      COLLATERAL AGENT HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE
      OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK. EACH
      PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED
      IN
      NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION
      TO
      HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN ANY PLEDGOR AND THE COLLATERAL
      AGENT PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING
      TO THIS AGREEMENT; PROVIDED
      THAT THE
      COLLATERAL AGENT AND EACH PLEDGOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
      MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY; AND,
PROVIDED,
      FURTHER,
      NOTHING
      IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE COLLATERAL AGENT
      FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
      REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE SECURED OBLIGATIONS,
      OR
      TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT.
      EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
      IN
      ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PLEDGOR HEREBY WAIVES
      ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
      IMPROPER VENUE OR FORUM NON CONVENIENS
      AND
      HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
      APPROPRIATE BY SUCH COURT. EACH PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE
      SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
      AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE
      BY
      REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH
      IN THIS AGREEMENT FOR SUCH PLEDGOR AND THAT SERVICE SO MADE SHALL BE DEEMED
      COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR FIVE (5) DAYS AFTER
      DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID. The Collateral Agent shall
      have the right to proceed against each Pledgor or its personal property in
      a
      court in any location to enable the Collateral Agent to obtain personal
      jurisdiction over such Pledgor, to realize on the Pledged Collateral or any
      other security for the Secured Obligations or to enforce a judgment or other
      court order entered in favor of the Collateral Agent. 

    


    
      
         

      

      
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    23.
       Waiver
      of Jury Trial.
      Each
      Pledgor and the Collateral Agent waives, to the extent permitted by applicable
      law, any right to trial by jury in any dispute, whether sounding in contract,
      tort, or otherwise, between the Collateral Agent and any Pledgor arising out
      of
      or related to the transactions contemplated by this Agreement or any other
      instrument, document or agreement executed or delivered in connection herewith.
      Either of the Pledgors or the Collateral Agent may file an original counterpart
      or a copy of this Agreement with any court as written evidence of the consent
      of
      the parties hereto to the waiver of their right to trial by jury. 

    


    24.
       Advice
      of Counsel.
      Each
      Pledgor represents and warrants to the Collateral Agent that it has discussed
      this Agreement and, specifically, the provisions of Sections 21 through 23
      hereof, with its counsel. 

    


    25.
       Severability.
      If any
      provision of this Agreement is held to be prohibited or unenforceable in any
      jurisdiction the substantive laws of which are held to be applicable hereto,
      such prohibition or unenforceability shall not affect the validity or
      enforceability of the remaining provisions hereof, to the extent permitted
      by
      applicable law, and shall not invalidate or render unenforceable such provision
      in any other jurisdiction, to the extent permitted by applicable law.


    


    26.
       Further
      Assurances.
      Each
      Pledgor agrees that at any time and from time to time, at the expense of such
      Pledgor, such Pledgor will promptly execute and deliver all further instruments
      and documents, and take all further action, that may be required by applicable
      law or may be necessary or desirable, or that the Collateral Agent or any
      Secured Party may reasonably request, in order to perfect and protect any
      security interest granted or purported to be granted hereby or to enable the
      Collateral Agent to exercise and enforce its rights and remedies hereunder
      with
      respect to any of the Pledged Collateral, including, without limitation, the
      filing of financing statements under Article 9 of the Uniform Commercial Code
      of
      (i) the State of Utah, in the case of the Company as the Pledgor, and (ii)
      the
      District of Columbia, in the case of Mr. Leng as the Pledgor, which initial
      filing shall be completed or caused to be completed by such Pledgor within
      ten
      (10) days from the date hereof. Each Pledgor hereby further agrees that it
      shall
      not make any change to its name, jurisdiction, the form of its organization
      or
      principal residence without prior written notice or otherwise permitted under
      the Indenture. Each Pledgor authorizes the Collateral Agent to file any
      financing statements and amendments thereto relating to the Pledged Collateral,
      in form and substance required by the Collateral Agent (acting at the direction
      of the holders of the Notes pursuant to the Indenture), which describe the
      Pledged Collateral and include therein all other information which is required
      by Article 9 of the UCC or other applicable law with respect to the preparation
      or filing of a financing statement or amendment.

    


    
      
         

      

      
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    27.
       The
      Collateral Agent’s Duty of Care.

    


    (a)
       The
      Collateral Agent shall not be liable for any acts, omissions, errors of judgment
      or mistakes of fact or law including, without limitation, acts, omissions,
      errors or mistakes with respect to the Pledged Collateral, except for those
      arising out of or in connection with the Collateral Agent’s (i) gross negligence
      or willful misconduct, or (ii) failure to use reasonable care with respect
      to
      the safe custody of the Pledged Collateral in the Collateral Agent’s possession.
      Without limiting the generality of the foregoing, the Collateral Agent shall
      be
      under no obligation to take any steps necessary to preserve rights in the
      Pledged Collateral against any other parties but may do so at its option. All
      expenses incurred in connection therewith shall be for the sole account of
      the
      Pledgors, and shall constitute part of the Secured Obligations secured hereby.
      

    


    (b)
       Without
      limiting the generality of the foregoing, (i) the Collateral Agent shall not
      be
      subject to any fiduciary or other implied duties, regardless of whether a
      Qualified Event of Default has occurred and is continuing and (ii) the
      Collateral Agent shall not have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby, provided that it shall not amount to gross
      negligence or willful misconduct or a failure to use reasonable
      care.

    


    (c)
       No
      provision of this Agreement shall require the Collateral Agent to expend or
      risk
      its own funds or otherwise incur any financial liability in the performance
      of
      any of its duties hereunder, or in the exercise of any of its rights or powers,
      if it shall have reasonable grounds for believing that repayment of such funds
      or adequate indemnity against such risk or liability is not reasonably assured
      to it. The Collateral Agent shall have no duties or responsibilities except
      those expressly set forth in this Agreement or the Indenture. The Collateral
      Agent shall not be liable for any delay or failure to act as may be required
      hereunder when such delay or failure is due to any act of God, interruption
      or
      other circumstances beyond its control provided
      it
      exercises such diligence as the circumstances may reasonably require. The
      Collateral Agent shall be entitled to rely on any communication, instrument,
      paper or other document reasonably believed by it to be genuine and correct
      and
      to have been signed or sent by the proper person. After receiving any direction
      from the Pledgors or the Secured Parties, the Collateral Agent may (at the
      expense of the Pledgors) consult with legal counsel of its selection (provided
      that such counsel shall be a firm of nationally recognized reputation), and
      the
      written advice of such counsel (or any Opinion of Counsel caused by the Pledgors
      to be furnished by the Company to the Collateral Agent) shall be full and
      complete protection in respect of any action taken, suffered or omitted by
      it
      hereunder in good faith and in reliance thereon.

    


    
      
         

      

      
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    (d)
       The
      Collateral Agent shall not be deemed to have notice of any Qualified Event
      of
      Default unless an officer of the Collateral Agent has actual knowledge thereof
      or unless written notice of any such Qualified Event of Default is received
      by
      the Collateral Agent at the office of the Collateral Agent specified in or
      pursuant to Section 29 hereof. 

    


    (e)
       The
      Collateral Agent’s sole duty with respect to the custody, safekeeping and
      physical preservation of the Pledged Collateral shall be to deal with it in
      the
      same manner as the Collateral Agent deals with similar property for its own
      account.

    


    (f)
       In
      no
      event shall the Collateral Agent be liable for special, indirect or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Collateral Agent has been advised of the
      likelihood of such loss or damage and regardless of the form of
      action.

    


    (g)
       The
      Collateral Agent shall not be responsible for or have any duty to ascertain
      or
      inquire into (i) any statement, warranty or representation made herein or in
      connection herewith, (ii) the contents of any certificate, report or other
      document delivered thereunder or in connection therewith, (iii) the performance
      or observance of any of the covenants, agreements or other terms or conditions
      set forth herein, or (iv) the validity, enforceability, effectiveness or
      genuineness of this Agreement or any other agreement, instrument or
      document.

    


    (h)
       The
      Collateral Agent is authorized to take such actions and to exercise such powers
      as are delegated to the Collateral Agent by the terms hereof, together with
      such
      actions and powers as are reasonably incidental thereto.

    


    (i)
       The
      bank
      serving as the Collateral Agent shall, in its capacity as a Secured Party,
      have
      the same rights and powers as any other Secured Party and may exercise the
      same
      as though it were not the Collateral Agent. Such bank and its Affiliates may
      accept deposits from, lend money to and generally engage in any kind of business
      with the Pledgor or any of its Affiliates as if it were not the Collateral
      Agent
      hereunder.

    


    28.
       Additional
      Provisions Relating to the Collateral Agent.

    


    (a)
       Any
      corporation, bank, trust company or association into which the Collateral Agent
      may be merged or converted or with which it may be consolidated, or any
      corporation, bank, trust company or association resulting from any merger,
      conversion or consolidation to which the Collateral Agent shall be a party,
      or
      any corporation, bank, trust company or association succeeding to all or
      substantially all the corporate trust business of the Collateral Agent, shall
      be
      the successor of the Collateral Agent hereunder, without the execution or filing
      of any paper or any further act on the part of any of the parties
      hereto.

    


    Any
      resignation or removal of the Trustee under the Indenture in accordance with
      the
      provisions thereof shall result in a resignation or removal of the Collateral
      Agent hereunder. The provisions of Sections 7.08 and 7.09 in the Indenture
      with
      respect to replacement of the Trustee shall be applicable to the replacement
      of
      the Collateral Agent.

    


    
      
         

      

      
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    (b)
       At
      any
      time or times, for the purpose of meeting any legal requirements of any
      jurisdiction in which any of the Pledged Collateral may at the time be located,
      the Collateral Agent shall have the power to appoint any Person or Persons
      either to act as co-collateral agent, or co-collateral agents, jointly with
      the
      Collateral Agent of all or any part of the Pledged Collateral or to act as
      separate collateral agent or separate collateral agents of all or any part
      of
      the Pledged Collateral and to vest in such Person or Persons, in such capacity,
      such title to the Pledged Collateral or any part thereof, and such rights,
      powers, duties or obligations as the Collateral Agent may consider necessary
      or
      desirable, subject to the other provisions of this Section
      28.

    


    (c)
       Unless
      otherwise provided in the instrument appointing such co-collateral agent or
      separate collateral agent, every co-collateral agent or separate collateral
      agent in respect of the custody, control or management of the Pledged Collateral
      shall, to the extent permitted by law, be appointed subject to the following
      terms: 

    


    (i)
       All
      rights, power, duties and obligations under this Agreement conferred upon the
      Collateral Agent shall be exercised solely by the Collateral Agent;

    


    (ii)
       All
      rights, powers, duties and obligations conferred or imposed upon the collateral
      agents shall be conferred or imposed upon and exercised or performed by the
      Collateral Agent, or by the Collateral Agent and such co-collateral agent or
      co-collateral agents, or separate collateral agent or separate collateral agents
      jointly, except to the extent that, under the law of any jurisdiction in which
      any particular act or acts are to be performed, the Collateral Agent shall
      be
      incompetent or unqualified to perform such act or acts, in which event such
      act
      or acts shall be performed by such co-collateral agent or co-collateral agents
      or separate collateral agent or separate collateral agents;

    


    (iii)
       Any
      request in writing by the Collateral Agent to any co-collateral agent or
      separate collateral agent to take or to refrain from taking any action hereunder
      shall be sufficient warrant for the taking, or the refraining from taking,
      of
      such action by such co-collateral agent or separate collateral
      agent;

    


    (iv)
       Any
      co-collateral agent or separate collateral agent to the extent permitted by
      law
      may delegate to the Collateral Agent the exercise of any right, power, duty
      or
      obligation, discretionary or otherwise; 

    


    (v)
       The
      Collateral Agent at any time, by an instrument in writing, may accept the
      resignation of, or remove, any co-collateral agent or separate collateral agent
      appointed under this Section
      28.
      As
      successor to any co-collateral agent or separate collateral agent so resigned
      or
      removed may be appointed in the manner provided in this Section
      28;

    


    (vi)
       No
      collateral agent hereunder shall be personally liable by reason of any act
      or
      omission of any other collateral agent hereunder;

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    (vii)
       Any
      demand, request, direction, appointment, removal, notice, consent, waiver or
      other action in writing delivered to the Collateral Agent shall be deemed to
      have been delivered to each such co-collateral agent or separate collateral
      agent; and

    


    (viii)
       Any
      Collateral received by any such co-collateral agent or separate collateral
      agent
      hereunder shall forthwith, so far as may be permitted by law, be turned over
      to
      the Collateral Agent to be held pursuant to the terms hereof.

    


    (d)
       Upon
      the
      acceptance in writing of such appointment by any such co-collateral agent or
      separate collateral agent, it or he shall be vested with the estate, right,
      title and interest in the Pledged Collateral, or any portion thereof, and with
      such rights, powers, duties, trusts or obligations, jointly or separately with
      the Collateral Agent, all as shall be specified in the instrument of
      appointment, subject to all the terms hereof.

    


    (e)
       In
      case
      any co-collateral agent or separate collateral agent shall become incapable
      of
      acting, resign or be removed, the right, title and interest in the Pledged
      Collateral and all rights, powers, duties and obligations of said co-collateral
      agent or separate collateral agent shall, so far as permitted by law, vest
      in
      and be exercised by the Collateral Agent unless and until a successor
      co-collateral agent or separate collateral agent shall be appointed pursuant
      to
      this Section 28.

    


    29.
       Notices.
      Notices
      given pursuant to any provision of this Agreement may
      be
      sent by facsimile and shall be addressed as
      follows:
      (i) if to Mr. Leng or the Company, Star
      City
      International Building, No. 10 Jiuxianqiao Road, C-16th
      Floor,
      Chaoyang District, Beijing, People’s Republic of China 100016,
      Fax:
      (86)
      10
      8456 7768,
      Attention:
      Mr. Leng You-Bin,
      with a
      copy to Hodgson Russ LLP, 1540 Broadway, 24th
      Floor,
      New York, New York 10036, Fax: 212-751-0928, Attention: Jeffrey A. Rinde, Esq.
      and (ii) if to the Collateral Agent, to: The Bank of New York, 101 Barclay
      Street, 4E, New York, New York 10286 , Fax: (212) 815-5802/5803, Attention:
      Global Finance Americas.

    


    30.
       Indemnity
      and Expenses.
      Each
      Pledgor agrees, upon demand, to indemnify the Collateral Agent against any
      and
      all losses, claims, damages, penalties, fines, liabilities or expenses,
      including incidental and out-of-pocket expenses and reasonable attorneys fees
      incurred by it arising out of or in connection with the acceptance or
      administration of its duties under this Agreement and to pay to the Collateral
      Agent the amount of any and all expenses, including the reasonable fees and
      expenses of its counsel and of any experts and agents, which the Collateral
      Agent may incur in connection with (i) the administration of this Agreement,
      (ii) the custody, preservation, use or operation of, or the sale of, collection
      from, or other realization upon, any of the Pledged Collateral, (iii) the
      exercise or enforcement of any of the rights of the Collateral Agent hereunder
      or (iv) the failure by such Pledgor to perform or observe any of the provisions
      hereof.

    


    31.
       Amendments,
      Waivers and Consents.
      None of
      the terms or provisions of this Agreement may be waived, altered, modified
      or
      amended, and no consent to any departure by any Pledgor herefrom shall be
      effective, except by or pursuant to an instrument in writing which (i) is duly
      executed by each Pledgor and the Collateral Agent and (ii) complies with the
      requirements of the Indenture. Any such waiver shall be valid only to the extent
      set forth therein. A waiver by the Collateral Agent of any right or remedy
      under
      this Agreement on any one occasion shall not be construed as a waiver of any
      right or remedy which the Collateral Agent would otherwise have on any future
      occasion. No failure to exercise or delay in exercising any right, power or
      privilege under this Agreement on the part of the Collateral Agent shall operate
      as a waiver thereof; and no single or partial exercise of any right, power
      or
      privilege under this Agreement shall preclude any other or further exercise
      thereof or the exercise of any other right, power or privilege. 

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    32.
       Section
      Headings.
      The
      section headings herein are for convenience of reference only, and shall not
      affect in any way the interpretation of any of the provisions hereof.


    


    33.
       Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall together constitute one and the same
      agreement. 

    


    34.
       Merger.
      This
      Agreement and the other Transaction Documents embody the entire agreement and
      understanding, between the Pledgors and the Collateral Agent or any holder
      of
      the Notes and supersedes all prior agreements and understandings, written and
      oral, relating to the subject matter hereof. 

    


    35.
       Termination;
      Release of Collateral.
      Notwithstanding anything in this Agreement to the contrary, the Company may,
      to
      the extent permitted by Section 4.12 in the Indenture, sell, assign, transfer
      or
      otherwise dispose of any Pledged Collateral pledged by the Company. In addition,
      the Pledged Collateral pledged by the Company shall be subject to release in
      accordance with Section 10.04 in the Indenture (such Pledged Collateral and
      the
      Pledged Collateral referred to in the immediately preceding sentence being
      the
“Released
      Collateral”).
      The
      Liens under this Agreement shall terminate with respect to the Released
      Collateral upon such sale, transfer, assignment, disposition or release and
      upon
      the written request of the Company, the Collateral Agent shall execute and
      deliver, at the cost of the Company, such instrument or document as may be
      necessary to release the Liens granted hereunder; provided,
      however,
      that
      (i) the Collateral Agent shall not be required to execute any such documents
      on
      terms which would expose the Collateral Agent or any holder of the Notes to
      liability or create any obligation or entail any consequence other than the
      release of such Liens without recourse or warranty, and (ii) such release shall
      not in any manner discharge, affect or impair the Secured Obligations or any
      Liens on (or obligations of the Company in respect of) all interests retained
      by
      the Company, including without limitation, the proceeds of any sale, all of
      which shall continue to constitute part of the Pledged Collateral pledged by
      the
      Company. 

    


    [remainder
      of page intentionally left blank]

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      each
      Pledgor and the Collateral Agent have executed this Agreement as of the date
      set
      forth above.

    


    


    
      	 	
              MR.
                LENG YOU-BIN

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng
                You-Bin

              


              


              


              AMERICAN
                DAIRY, INC.

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng
                You-Bin

              Title:
                CEO

            


    

    


     

    Acknowledged
      and agreed to

    as
      of the
      date first written above.

    


    The
      Bank
      of New York,

    as
      Collateral Agent

    


    By:
      ________________________________

    Name:

    Title:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    PLEDGED
      STOCK

    


    


    
      	
              Name
                of Pledgor

            	
              Name
                of Issuer

            	
              Percentage
                of Equity Interest on a Fully-Diluted Basis

            	
              Number
                of Shares

            
	
              Mr.
                Leng You-Bin

            	
              American
                Dairy, Inc.

            	
              ~
                13.89%1 

            	
              2,664,340
                shares of Common Stock, par value $0.001 per share

            
	
              American
                Dairy, Inc.

            	
              American
                Flying Crane Corporation

            	
              100%

            	
              10,000
                shares of common stock, par value $0.0001 per
                share

            


    

    


    


    


    
      

    

    
      1
        as of
        May 21, 2007

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    


    [Form
      of Stock Power for Mr. Leng as the Pledgor] 

    


    STOCK
      POWER

    


    (EXECUTED
      IN BLANK)

    


    FOR
      VALUE RECEIVED,
      the
      undersigned hereby sells, assigns and transfers unto _______ shares of the
      Common Stock of American Dairy, Inc, a Utah corporation (the “Corporation”),
      standing in the name of the undersigned on the books of the Corporation
      represented by Certificate No. ________, and does hereby irrevocably constitute
      and appoint ________________ as attorney-in-fact to transfer the shares on
      the
      books of the Corporation with full power of substitution in the
      premises.

    


    


    Dated:
      ________

    
      	 	
              MR.
                LENG YOU-BIN

              


              By:
                ________________________________

              Name: Leng
                You-Bin

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [Form
      of Stock Power for the Company as the Pledgor] 

    


    STOCK
      POWER

    


    (EXECUTED
      IN BLANK)

    


    FOR
      VALUE RECEIVED,
      the
      undersigned hereby sells, assigns and transfers unto _______ shares of the
      Common Stock of American Flying Crane Corporation, a Delaware corporation (the
      “Corporation”),
      standing in the name of the undersigned on the books of the Corporation
      represented by Certificate No. ________, and does hereby irrevocably constitute
      and appoint ________________ as attorney-in-fact to transfer the shares on
      the
      books of the Corporation with full power of substitution in the
      premises.

    


    


    Dated:
      ________


    
      	 	
              
                AMERICAN
                  DAIRY, INC.



              By:
                ________________________________

              
                Name: 

                Title: 

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [Form
      of Acknowledgement for pledge by Mr. Leng] 

    


    ACKNOWLEDGMENT

    


    The
      undersigned hereby acknowledges receipt of a copy of the foregoing Share Pledge
      Agreement, agrees promptly to note on its books the security interests granted
      under such Share Pledge Agreement, and waives any rights or requirement at
      any
      time hereafter to receive a copy of such Share Pledge Agreement in connection
      with the registration of any Pledged Collateral in the name of the Collateral
      Agent or its nominee or the exercise of voting rights by the Collateral
      Agent.

    


    

    

    
      	 	
              
                American
                  Dairy, Inc.

                 

                By:
                  ________________________________

              

              
                Name: 

                Title: 

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [Form
      of Acknowledgement for pledge by the Company] 

    


    ACKNOWLEDGMENT

    


    The
      undersigned hereby acknowledges receipt of a copy of the foregoing Share Pledge
      Agreement, agrees promptly to note on its books the security interests granted
      under such Share Pledge Agreement, and waives any rights or requirement at
      any
      time hereafter to receive a copy of such Share Pledge Agreement in connection
      with the registration of any Pledged Collateral in the name of the Collateral
      Agent or its nominee or the exercise of voting rights by the Collateral
      Agent.

    
 

    
      	 	
              
                
                  American
                    Flying Crane
                    Corporation


                 

                By:
                  ________________________________

              

              
                Name: 

                Title: