EXECUTION
        COPY

    


    INVESTOR
      RIGHTS AGREEMENT

    


    THIS
      INVESTOR RIGHTS AGREEMENT (this
      “Agreement”)
      is
      made and entered into as of June 1, 2007,
      by and
      among (i) (a) American Dairy, Inc., a Utah corporation (the “Company”),
      (b)
      American Flying Crane Corporation, a Delaware corporation and a wholly owned
      subsidiary of the Company (“AFC”),
      (c)
      LangFang Feihe Dairy Company Limited, a
      limited
      liability company organized and existing under the laws of the People’s
      Republic of China (the “PRC”)
      and
a
      wholly-owned subsidiary of the Company (“LangFang”),
      GanHan Feihe Dairy Company Limited, a limited liability company organized and
      existing under the laws of the PRC and a wholly-owned subsidiary of the Company
      (“GanHan”),
      Shanxi Feihesantai Biotechnology Scientific and Commercial Co., Limited, a
      limited liability company organized and existing under the laws of the PRC
      and a
      wholly-owned subsidiary of the Company (“Shanxi”),
      Heilongjiang Feihe Dairy Co., Limited, a limited liability company organized
      and
      existing under the laws of the PRC and a wholly-owned subsidiary of AFC
      (“Feihe”),
      BaiQuan Feihe Dairy Co., Limited, a limited liability company organized and
      existing under the laws of the PRC and a wholly-owned subsidiary of Feihe
      (“BaiQuan”)
      and
      Beijing Feihe Biotechnology Scientific and Commercial Co., Limited, a limited
      liability company organized and existing under the laws of the PRC and 95%
      of
      the registered capital of which is owned by Feihe and 5% of the registered
      capital of which is held in trust for the Company (“Beijing
      Feihe”,
      and
      collectively with the Company, AFC, LangFang, GanHan, Shanxi, Feihe and BaiQuan,
      the “Group
      Companies”),
      (d)
      Mr. Leng You-Bin, a resident of the City of Beijing in the PRC (“Mr.
      Leng”)
      and
      Mr. Liu Hua, a resident of the City of Beijing in the PRC (“Mr.
      Liu”,
      and
      together with Mr. Leng, the “Controlling
      Shareholders”)
      and
      (ii) Citadel Equity Fund Ltd. (“Citadel”).
      Capitalized terms used herein but not otherwise defined herein shall have the
      respective meanings set forth in the Notes Purchase Agreement (as defined
      below).

     

    WITNESSETH:

     

    WHEREAS,
      the Group Companies, the Controlling Shareholders and Citadel have entered
      into
      that certain Amended
      and Restated Notes
      Purchase
      Agreement dated as of June 1, 2007 (the “Notes
      Purchase
      Agreement”),
      pursuant to which the Company has agreed to issue to Citadel, and Citadel has
      agreed to purchase from the Company, 1%
      Guaranteed Senior Secured Convertible Notes due 2012 (the
      “Notes”)
      in an
      aggregate principal amount not exceeding US$80,000,000,
      which
      are convertible into the Company’s common stock, par value $0.001
      (the
“Common
      Stock”),
      which
      are being issued pursuant to that certain Indenture dated as of the date hereof
      by and among the
      Company, the other Group Companies and The Bank of New York, as trustee (the
      “Indenture”);

     

    WHEREAS,
      in consideration of Citadel entering into the
      Notes
      Purchase
      Agreement, the Company has agreed to provide certain rights set forth in this
      Agreement; and

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    WHEREAS,
      it is a
      condition to the Closing under the Notes Purchase Agreement that the parties
      hereto shall have executed this Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto, intending to be legally bound by this agreement, agree as
      follows:

     

    1. Representations
      and Warranties of the Group Companies and the Controlling
      Shareholders.
      Each of
      the Group Companies and the Controlling Shareholders (each of the foregoing,
      a
“Warrantor”),
      jointly and severally, represents and warrants that: 

     

    1.1 (i)
      Mr.
      Leng is the direct owner of record, free and clear of all Liens, of 8,881,135 shares
      of
Common
      Stock,
      which
      constitutes 55.7%
      of
      the outstanding voting power of the Company’s capital stock
      and (ii)
      Mr. Liu is the direct owner of record, free and clear of all Liens, of
      19,200
      shares
      of Common
      Stock.

    


    1.2 Each
      of
      the Warrantors has full power and authority to make, enter into and carry out
      the terms of this Agreement. This Agreement has been duly executed and delivered
      by each Warrantor and constitutes the legal, valid and binding obligations
      of
      such Warrantor enforceable against such Warrantor in accordance with its
      terms.

     

    1.3 The
      execution and delivery of this Agreement by each Warrantor do not, and the
      performance of this Agreement by such Warrantor will not: (i) conflict with
      or
      violate any law, rule, regulation, order, decree or judgment applicable to
      any
      Warrantor or by which any Warrantor or any of the properties of any Warrantor
      is
      or may be bound or affected, or the Charter Documents of any Group Company;
      (ii)
      result in or constitute (with or without notice or lapse of time) any breach
      of
      or default under any contract to which any Warrantor is a party or by which
      any
      Warrantor or any of the affiliates or properties of any Warrantor is or may
      be
      bound or affected, or (iii) result in the creation of any encumbrance or
      restriction on any of the shares of Common Stock or equity interests in any
      other Group Company or properties of any Warrantor. The execution and delivery
      of this Agreement by each Warrantor do not, and the performance of this
      Agreement by each Warrantor will not, require any consent or approval of any
      Person.

     

    2. Covenants
      and Agreements.

     

    Unless
      the context requires otherwise, each Group Company hereby covenants and agrees,
      and, to the extent permitted by applicable law, each of the Controlling
      Shareholders hereby covenants and agrees to cause each Group Company to do,
      as
      follows:

     

    2.1 FCPA.
      Each of
      the Warrantors shall, and shall cause each Group Company, any of the Company’s
      Subsidiaries and their respective management to, (i) comply with the U.S.
      Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
      thereunder (the “FCPA”),
      including, without limitation, not making use of the mails or any means or
      instrumentality of interstate commerce corruptly in furtherance of an offer,
      payment, promise to pay or authorization of the payment of any money, or other
      property, gift, promise to give, or authorization of the giving of value to
      any
“foreign official” (as the term is defined in the FCPA) or any foreign political
      party or official thereof or any candidate for foreign political office, in
      contravention of the FCPA, (ii) conduct each such company’s respective business
      in compliance with the FCPA, and (iii) institute and maintain policies and
      procedures designed to ensure, and which are reasonably expected to continue
      to
      ensure, continued compliance therewith.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    2.2 PFIC.
      No
      Group Company shall, and each of the Controlling Shareholders shall cause each
      Group Company not to, become a “passive foreign investment company” within the
      meaning of Section 1297 of the U.S. Internal Revenue Code of 1986. 

    


    2.3  OFAC.
      Neither
      any Group Company nor, to the knowledge of any Group Company, any director,
      officer, agent, employee, Affiliate or Person acting on behalf of any Group
      Company is currently subject to any U.S. sanctions administered by the Office
      of
      Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
      and
      no Group Company shall, and each of the Controlling Shareholders shall cause
      each Group Company not to, directly or indirectly use the proceeds of the sale
      of the Notes, or lend, contribute or otherwise make available such proceeds
      to
      any Subsidiary, joint venture partner or other Person or entity, towards any
      sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other
      country sanctioned by OFAC or for the purpose of financing the activities of
      any
      Person currently subject to any U.S. sanctions administered by
      OFAC.

    


    2.4 Money
      Laundering Laws.
      Each of
      the Group Companies shall, and each of the Controlling Shareholders shall cause
      each Group Company to, conduct its operations at all times in compliance with
      the money laundering statutes of applicable jurisdictions, the rules and
      regulations thereunder and any related or similar rules, regulations or
      guidelines, issued, administered or enforced by any applicable governmental
      agency.

    


    3. Right
      of First Refusal for Future Securities Offerings.
      

    


    3.1 Issuance
      Notice.
      Subject
      to the terms and conditions of this Section
      and applicable securities laws, if, following the date hereof and until June
      1,
      2012, the Company proposes to issue or sell (other than the sale of securities
      (a “Shelf
      Registration”)
      effected by preparing and filing a registration statement on Form S-3 (the
      “Shelf
      Registration Statement”)
      in
      compliance with the U.S. Securities Act of 1933, as amended, and the declaration
      or ordering of the effectiveness of such registration statement by the U.S.
      Securities and Exchange Commission (the “Commission”))
      any
      securities to a purchaser or purchasers that are not an Affiliate of the Company
      (the “Proposed
      Third Party Purchaser”),
      the
      Company shall, not less than fifteen (15) business days prior to the
      consummation of such issuance or sale of securities of the Company, offer such
      securities to Citadel by sending written notice (an “Issuance
      Notice”)
      to
      Citadel, which shall state (a)
      the
      identity of the Proposed Third Party Purchaser, (b) a description of the
      securities to be issued or sold, including detailed terms of such securities,
      (c) the amount of the securities proposed to be issued to the Proposed Third
      Party Purchaser (the “Offered
      New Securities”);
      (d)
      the proposed purchase price for the Offered Securities (the “Issuance
      Price”);
      and
      (e) the terms and conditions of such proposed sale.
      The
      Issuance Notice shall also certify that the Company has received a firm offer
      from the Proposed Third Party Purchaser and in good faith believes a binding
      agreement for the Offered New Securities is obtainable on the terms set forth
      in
      the Issuance Notice. The Issuance Notice shall also include a copy of any
      written proposal, term sheet or letter of intent or other agreement or
      understanding relating to the Offered New Securities and proof satisfactory
      to
      the Company that the Offered New Securities will not violate any applicable
      securities laws. Upon delivery of the Issuance Notice, such offer shall be
      irrevocable unless and until the rights of first refusal provided for herein
      shall have been waived or shall have expired. 

    


    
      
         

      

      
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    3.2 Option;
      Exercise.
      By
      notification to the Company within fifteen (15) business days after the Issuance
      Notice is given, Citadel may elect to purchase or otherwise acquire, at the
      price and on the terms specified in such Issuance Notice, up to all of the
      Offered New Securities.
      The
      closing of any sale pursuant to this Section
      3.2
      shall
      occur within sixty (60) days after the date on which such notification is given
      by Citadel.
      Citadel
      shall be entitled to apportion the rights of first refusal hereby granted to
      it
      among itself and its Affiliates in such proportions as it deems
      appropriate.

     

    3.3 Sale
      to Third Parties.
      If less
      than all of the Offered New Securities are elected to be purchased or acquired
      as provided in Section
      3.2,
      the
      Company may, during the thirty (30) day period following the expiration of
      the
      15-day period as set forth in Section
      3.2,
      offer
      and sell the remaining unsubscribed portion of such securities to the Proposed
      Third Party Purchaser in the Issuance Notice at a price not less than, and
      upon
      terms no more favorable to the Proposed Third Party Purchaser than, those
      specified in the Issuance Notice. If the Company does not enter into an
      agreement for the sale of such securities within such period, or if such
      agreement is not consummated within thirty (30) days after the execution
      thereof, the right of first refusal provided hereunder shall be deemed to be
      revived and such securities shall not be offered to a third party unless first
      reoffered to Citadel in accordance with this Section.

    


    3.4
      Shelf
      Registration.
      

    


    (a) If,
      following the date hereof and until June 1, 2012, the Company proposes to issue
      or sell its securities through a Shelf Registration, the Company shall, not
      less
      than 30 days prior to filing a registration statement on Form S-3 in respect
      of
      the Shelf Registration, offer such securities to Citadel by sending written
      notice (a “Shelf
      Registration Issuance
      Notice”)
      to
      Citadel, which shall state (a) a description of the securities to be issued
      or
      sold, including detailed terms of such securities, (b) the total amount of
      the
      securities to be issued or sold under such registration statement and (c) the
      expected amount of proceeds from the issuance and sale of such securities.
      By
      notification to the Company within 10 days after the Shelf Registration Issuance
      Notice is given, Citadel may elect to enter into negotiation with the Company,
      and the Company shall engage in negotiation with Citadel in good faith, as
      to
      alternative financing other than the Shelf Registration. If the Company and
      Citadel fail to reach a mutually satisfactory agreement with respect to such
      financing five (5) business days prior to the filing date for the Shelf
      Registration Statement in respect of such Shelf Registration, the Company shall
      be entitled to proceed with the filing of such Shelf Registration
      Statement.

    


    (b) Following
      the date on which the Shelf Registration Statement is declared effective by
      the
      Commission and so long as such Shelf Registration Statement remains effective,
      the Company shall, not less than five (5) business days prior to the proposed
      sale of any securities by way of a “take-down” under such Shelf Registration
      Statement (a “Take-down”),
      offer
      such securities to Citadel by sending a written notice (a “Take-down
      Notice”),
      which
      shall state (a) a description of the securities to be issued or sold, including
      detailed terms of such securities, (b) the amount of the securities to be issued
      or sold under such Shelf Registration Statement (the “Offered
      Take-down Securities”);
      (c)
      the proposed purchase price for the Offered Take-down Securities (the
“Take-down Price”);
      and
      (d) the terms and conditions of such proposed sale.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    (c) By
      notification to the Company within three (3) business days after the Take-down
      Notice is given, Citadel may elect to purchase or otherwise acquire, at the
      price and on the terms specified in such Take-down Notice, up to all of the
      Offered Take-down Securities. The closing of the sale of the Offered Take-down
      Securities pursuant to this Section 3.4(c) shall occur within thirty (30) days
      after the date on which such notification is given by Citadel. Citadel shall
      be
      entitled to apportion the rights of first offer under this Section 3.4 granted
      to it among itself and its Affiliates in such proportions as it deems
      appropriate.

    


    (d) If
      less
      than all of the Offered Take-down Securities are elected to be purchased or
      acquired as provided in Section 3.4(c) hereof, the Company may offer and sell
      the remaining unsubscribed portion of such securities by way of a Take-down
      at a
      price not less than, and upon terms no more favorable than, those specified
      in
      the Take-down Notice. If the Company does not offer and sell such securities
      through the Take-down within thirty (30) days after the execution thereof,
      the
      right of first offer provided in this Section 3.4 shall be deemed to be revived
      and such securities shall not be offered by way of a Take-down unless first
      reoffered to Citadel in accordance with this Section 3.4.

     

    4. Limitations
      on the Conversion of the Notes Held by Citadel.

     

    Notwithstanding
      any provision in the Indenture, the Company shall not effect any conversion
      of
      the Notes, and Citadel shall not have the right to convert any portion of the
      Notes held by it, to the extent that after giving effect to such conversion,
      Citadel (together with its Affiliates) would beneficially own in excess of
      9.99%
      of the number of shares of Common Stock outstanding immediately after giving
      effect to such conversion (the “Conversion
      Limitation”).
      For
      purposes of the foregoing sentence, the number of shares of Common Stock
      beneficially owned by Citadel and its Affiliates shall include the number of
      shares of Common Stock issuable upon conversion of such Notes with respect
      to
      which the determination of such sentence is being made, but shall exclude the
      number of shares of Common Stock which would be issuable upon (A) conversion
      of
      the remaining, nonconverted portion of any Notes beneficially owned by Citadel
      or any of its Affiliates and (B) exercise or conversion of the unexercised
      or
      nonconverted portion of any other securities of the Company subject to a
      limitation on conversion or exercise analogous to the limitation contained
      herein beneficially owned by Citadel or any of its Affiliates. Except as set
      forth in the preceding sentence, for purposes of this Section, beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Exchange
      Act. For purposes of this Section, in determining the number of outstanding
      shares of Common Stock, Citadel may rely on the number of outstanding shares
      of
      Common Stock as reflected in (x) the Company’s most recent annual, quarterly or
      current report on Form 10-K, 10-Q or Form 8-K, respectively, as the case may
      be;
      (y) a more recent public announcement by the Company or (z) any other notice
      by
      the Company setting forth the number of shares of Common Stock outstanding.
      For
      any reason at any time, upon the written or oral request of Citadel, the Company
      shall within two business days confirm orally and in writing to Citadel the
      number of shares of Common Stock then outstanding. In any case, the number
      of
      outstanding shares of Common Stock shall be determined after giving effect
      to
      the conversion or exercise of securities of the Company, including any Notes,
      by
      Citadel or its Affiliates since the date as of which such number of outstanding
      shares of Common Stock was reported. By not less than sixty-one (61) days’ prior
      written notice to the Company, Citadel may, at its election, increase or
      decrease the Conversion Limitation to any other percentage not in excess of
      9.99% specified in such notice, and the Conversion Limitation shall continue
      to
      apply until such sixty-first day (or such later date, as determined by Citadel,
      as may be specified in such notice).

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    5. Indemnification.

    


    (a) In
      addition to all rights and remedies available to Citadel at law or in equity,
      each of the Warrantors shall jointly and severally indemnify Citadel, and its
      Affiliates, stockholders, officers, directors, employees, agents,
      representatives, successors and permitted assigns (collectively, the
“Indemnified
      Parties”)
      and
      save and hold each of them harmless against and pay on behalf of or reimburse
      such party as and when incurred for any loss (including, without limitation,
      diminutions in value), liability, demand, claim, action, cause of action, cost,
      damage, deficiency, tax, penalty, fine or expense, whether or not arising out
      of
      any claims by or on behalf of any third party, including interest, penalties,
      reasonable attorneys’ fees and expenses and all reasonable amounts paid in
      investigation, defense or settlement of any of the foregoing (collectively,
      “Losses”)
      which
      any such party may suffer, sustain or become subject to, as a result of, in
      connection with, relating or incidental to or by virtue of:

     

    (i)  any
      misrepresentation or breach of a representation or warranty on the part of
      any
      Warrantor herein;

    


    (ii) any
      nonfulfillment or breach of any covenant or agreement on the part of any
      Warrantor herein; or

    


    (iii) any
      action, demand, proceeding, investigation or claim by any third party
      (including, without limitation, governmental agencies) against or affecting
      any
      Warrantor and/or its Affiliates or Subsidiaries which, if successful, would
      give
      rise to or evidence the existence of or relate to a breach of (A) any of the
      representations or warranties at the time made or (B) covenants of any
      Warrantor.

    


    (b) Notwithstanding
      the foregoing, and subject to the following sentence, upon judicial
      determination, which is final and no longer appealable, that the act or omission
      giving rise to the indemnification hereinabove provided resulted primarily
      out
      of or was based primarily upon the Indemnified Party’s gross negligence, fraud
      or willful misconduct (unless such action was based upon the Indemnified Party’s
      reliance in good faith upon any of the representations, warranties, covenants
      or
      promises made by any Warrantor herein) by the Indemnified Party, no Warrantor
      shall be responsible for any Losses sought to be indemnified in connection
      therewith, and each Warrantor shall be entitled to recover from the Indemnified
      Party all amounts previously paid in full or partial satisfaction of such
      indemnity, together with all costs and expenses of such Warrantor reasonably
      incurred in effecting such recovery, if any.

    


    (c) All
      indemnification rights hereunder shall survive indefinitely, regardless of
      any
      investigation, inquiry or examination made for or on behalf of, or any knowledge
      of Citadel and/or any of the other Indemnified Parties.

    


    (d) The
      indemnity obligations that each Warrantor has under this Section shall be in
      addition to any liability that such Warrantor may otherwise have.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    6. Miscellaneous.

     

    6.1 Termination.
      Except
      for Sections
      6
      and
7,
      which
      shall survive the termination of this Agreement, or as otherwise expressly
      provided herein, this Agreement will be automatically terminated with no further
      effect at such time that Citadel or any of its Affiliates (as defined in the
      Indenture) is no longer a Beneficial Owner (as defined in the Indenture) of
      any
      Notes or Conversion Shares. 

     

    6.2 Specific
      Enforcement.
      Upon a
      breach by any Warrantor of this Agreement, in addition to any such damages
      as
      Citadel is entitled to, directly or indirectly, by reason of said breach,
      Citadel shall be entitled to injunctive relief against such Warrantor if such
      relief is applicable and available, as a remedy at law would be inadequate
      and
      insufficient. Nothing in this Section shall be construed as limiting Citadel’s
      remedies in any way.

    


    6.3 Notices.
      Notices
      given pursuant to any provision of this Agreement shall be addressed as follows:
      (i) if to the any of the Group Companies or the Controlling Shareholders, to:
      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.,
      (ii) if to Citadel, to: c/o
      131
      South Dearborn Street, Chicago, Illinois 60609, USA,
      Fax:
(1-312)
      267 7300,
      Attention: Mr.
      Adam
      C. Cooper,
      with a
      copy to 18/F
      Chater House, 8 Connaught Road, Central, Hong Kong, Fax: (852) 3667 5511,
      Attention: Mr. Andrew Fong and Mr. Max Liu,
      and with
      a copy to Simpson Thacher & Bartlett LLP, ICBC Tower 35th Floor, 3 Garden
      Road, Central, Hong Kong SAR, China, Fax: (852) 2869 7694, Attention: Mr.
      Youngjin Sohn, Esq.

    


    All
      notices, requests, consents and other communications hereunder shall be in
      writing and shall be personally delivered or delivered by overnight courier
      or
      mailed by first-class registered or certified mail, postage prepaid, return
      receipt requested, or by facsimile transmission. Every notice hereunder shall
      be
      deemed to have been duly given or served on the date on which personally
      delivered, with receipt acknowledged, upon transmission by facsimile and
      confirmed facsimile receipt, or two (2) days after the same shall have been
      deposited with a reputable international overnight courier.

     

    6.4 Amendments
      and Waiver.
      Unless
      otherwise specifically stated herein, any term of this Agreement may be amended
      with the written consent of the party against whom enforcement may be sought
      and
      the observance of any term of this Agreement may be waived (either generally
      or
      in a particular instance and either retroactively or prospectively) by the
      Company and the Controlling Shareholders, in the case of Citadel’s obligations,
      and by Citadel in the case of the obligations of any other parties hereto.
      No
      waivers of or exceptions to any term, condition or provision of this Agreement,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such term, condition or provision.

     

    6.5 Entire
      Agreement.
      This
      Agreement, together with the other Transaction Documents, embodies the entire
      agreement and understanding between the parties hereto and supersedes all prior
      agreements and understandings relating to the subject matter
      hereof.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    6.6 Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement
      to the extent permitted by law.

     

    6.7 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. 

     

    6.8 Successors
      and Assigns.
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      be binding upon, and inure to the benefit of, the respective representatives,
      successors and assigns of the parties hereto. Unless otherwise provided herein,
      Citadel
      may
      assign its rights hereunder to any of
      its
      Affiliates
      (as
      defined below).
      For
      purposes of this Agreement, an “Affiliate”
shall
      refer to: (i) any Person directly or indirectly controlling, controlled by
      or
      under common control with another Person, (ii) any Person owning or controlling
      50% or more of the outstanding voting securities of such other Person, (iii)
      any
      officer, director or partner of such Person, (iv)
      a trust
      for the benefit of such Person referred to in the foregoing clause (ii) of
      this
      definition. 

     

    6.9 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    [Signature
      page(s) to follow]

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF, the undersigned have executed this Investor Rights Agreement
      as
      of the day and year written above.

    


     

    
      	 	
              GROUP
                COMPANIES:

              


              American
                Dairy, Inc.

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng You-Bin

              Title:
                CEO

              


              


              American
                Flying Crane Corporation

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng
                You-Bin

              Title:
                Chairman

              


              


              LangFang
                Feihe Dairy Company Limited

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng You-Bin 

              Title:
                Chairman

              


              


              GanHan
                Feihe Dairy Company Limited

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng You-Bin 

              Title:
                Chairman

              


              


              Shanxi
                Feihesantai Biotechnology Scientific and Commercial Co.,
                Limited

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng You-Bin 

              Title:
                Chairman

            


    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    
      	 	
              Heilongjiang
                Feihe Dairy Co., Limited

              


              


              By: 
                /s/
                Leng You-Bin

              Name:
                Leng You-Bin 

              Title:
                Chairman

              


              


              BaiQuan
                Feihe Dairy Co., Limited

              


              


              By: 
                /s/
                Lian AiYun

              Name:
                Liang AiYun

              Title:
                Chairman

              


              


              Beijing
                Feihe Biotechnology Scientific and Commercial Co.,
                Limited

              


              


              By:
                 /s/
                Leng You-Bin

              Name:
                Leng You-Bin 

              Title:
                Chairman

              


              


              CONTROLLING
                SHAREHOLDERS:

              


              


              By: 
                /s/
                Leng You-Bin

              Mr.
                Leng
                You-Bin

              


              


              


              By: 
                /s/
                Liu Hua

              Mr.
                Liu
                Hua

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Accepted
      and Agreed to:

    


    CITADEL
      EQUITY FUND LTD.

    


    By:
      Citadel Limited Partnership, its Portfolio Manager

    


    By:
      Citadel Investment Group, L.L.C., its General Partner

    


    By: 
      /s/
      Andrew Fong

    Name:
      Andrew Fong

    Title:
      Authorized Signatory