Share
        Transference Agreement

       

      This
        agreement is signed by the following parties:

      
        	
                (1)

              	
                The
                  transferor: Shanxi Li City Santai Science and Technology Industry
                  Co., Ltd
                  

              
	 	
                (hereinafter
                  referred to as Party A) 

                The
                  legal representative: Yunzhong Zhang 

                Legal
                  address: 16# Guanghan Street, Li city 

                Tel:
                  0355-6562144

              	
                Fax:
                  0355-6564243

              
	 (2)	
                The
                  transferee: American Dairy

              	
                (hereinafter
                  referred to as Party A)

              
	 	
                Legal
                  address: American Utah

              	 
	 	
                Tel:
                  001-2132256228

              	
                Fax:
                  001-2132256228

              


      

      


      WHEREAS:

       

      
        	 	
                (1)

              	
                Shanxi
                  Feihe Santai Biology Technology Industry Co., Ltd (hereinafter,
                  Shanxi
                  Feihe Company) is a Sino-foreign share joint venture invested by
                  Party A
                  and Party B.

              


      

       

      
        	 	
                (2)

              	
                Party
                  A is willing to transfer all its Shanxi Feihe Company’s shares to Party B;
                  Party B is a limited liability company registered in American and
                  is
                  willing to accept all the Shanxi Feihe Company’s shares transferred by
                  Party A.

              


      

       

      
        	 	
                (3)

              	
                All
                  the Shanxi Feihe Company’s shares transferred by Party A is sanctioned by
                  the Shanxi Feihe Company’s shareholder meeting and has also submitted to
                  the administrative agency for
                  approval.

              


      

       

      
        	 	
                (4)

              	
                To
                  stipulate the shares transferred by Party A is legal and nail down
                  the
                  rights and liabilities between the Party A and Party B, after the
                  friendly
                  negotiation, according to the related laws, statutes and administrative
                  agency’s regulations, both parties enter into this agreement and will
                  perform accordingly.

              


      

      


      THE
        PARTIES HEREBY AGREED AS FOLLOWS:

       

      
        	
              	I.	
                NOTE:
                  

              


      

      


      
        	 	
                1

              	
                In
                  this agreement, except other indications by this agreement, the
                  following
                  words means that:

              


      

       

      
        	 	 	
                “The
                  asset” refers to the overall asset of Shanxi Feihe Company (including
                  the
                  debt and net asset)

              


      

       

      
        	 	 	
                “The
                  related debt” means the liabilities that Shanxi Feihe Company is
                  responsible for.

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	 	
                “The
                  important contract” means joint investment and important operation
                  contracts that are signed by the name of Shanxi Feihe
                  Company.

              


      

       

      
        	 	 	
                “The
                  related employee” means the entire formal employee registered in Shanxi
                  Feihe Company.

              


      

       

      
        	 	
                2

              	
                Except
                  that there are no other explanations , the articles and enclosures
                  mentioned in this agreement point to the articles and enclosures
                  of this
                  agreement

              


      

       

      
        	 	
                3

              	
                The
                  titles of the articles and enclosures in this agreement are only
                  set for
                  convenient reading. They can be ignored in interpreting the
                  terms.

              


      

      


      
        	
              	II.	
                The
                  amount and the promises of the share interest
                  transference

              


      

      


      
        	 	
                1

              	
                Party
                  A agrees to transfer the 40% Shanxi Feihe Company’s shares it held to
                  Party B and Party B agrees to accept the
                  shares.

              


      

       

      
        	 	
                2

              	
                After
                  accepted the shares transferred by Party A , Party B will held
                  100% of
                  Shanxi Feihe Company shares and will become the only shareholder
                  in Shanxi
                  Feihe Company’s. Shanxi Feihe Company will change into a foreign sole
                  proprietorship enterprise.

              


      

       

      
        	 	
                3

              	
                Party
                  A promise that all the shares that it transferred to Party B is
                  true,
                  legal, and has got the necessary authorization and sanction. If
                  the share
                  interest transference is false, or recourse by a third party or
                  is invalid
                  because it didn’t get the necessary authorization and sanction, and any of
                  these affairs result in loss to Party B, Party A must compensate
                  the
                  entire direct loss of Party B.

              


      

      


      
        	
              	III.	
                The
                  price and payment of the share to be
                  transferred.

              


      

      


      
        	 	
                1

              	
                After
                  the earnest and friendly negotiation, both Parties have got the
                  agree
                  that: the price of the 40% shares to be transferred by Party A
                  is 23
                  million

              


      

       

      
        	 	 	
                CNY.(
                  ¥23,000,000.00)

              


      

       

      
        	 	
                2

              	
                Within
                  30 days after this agreement is sanctioned by the administrative
                  agency,
                  Party B should pay 45% of the transfer fee in
                  installments.

              


      

       

      
        	 	
                3

              	
                This
                  agreement will have binding force after both parties have signed
                  it. If
                  this agreement needs to be sanctioned by the administrative agency,
                  it
                  will take effect from the sanction
                  day.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                4

              	
                The
                  character of the 2 million energy fund devoted by the municipal
                  government
                  will not change. Party B should be liable for 1.5 million of the
                  fund
                  which has already been invested in the Shanxi Feihe Company. The
                  additional 0.5 million will put into---be used as the Party A’s ground
                  investment and foregoing investment for establishing the
                  company---factory. Meanwhile,
                  Party A should also see after the account and help to assist in
                  presenting
                  the files and report related to the walnut’s deep process
                  project.

              


      

       

      
        	
              	IV.	
                Promises

              


      

       

      
        	 	
                1

              	
                After
                  the day this agreement is signed by the two Parties, both of Party
                  A and
                  Party B should promise that:

              


      

       

      
        	 	
                (1)

              	
                Any
                  Party should not transfer, appropriate or usurp up the asset of
                  Shanxi
                  Feihe Company in any way.

              


      

       

      
        	 	
                (2)

              	
                Any
                  should not deploys employees without the permission of the other
                  Party.

              


      

       

      
        	 	
                (3)

              	
                Any
                  should not do harm to the Shanxi Feihe
                  Company.

              


      

       

      
        	 	
                (4)

              	
                The
                  two parties promise to completely fulfill each obligations and
                  liabilities
                  in this agreement.

              


      

      


      
        	
              	V.	
                The
                  continued obligations after the share interest
                  transference.

              


      

      


      
        	 	
                1

              	
                After
                  the share transference stated in this agreement, if Party A needs
                  to
                  assign the directors, the supervisors and other senior managers
                  to explain
                  the preterit working and management circs, Party A should promise
                  that the
                  directors, the supervisors and other senior managers will continue
                  to
                  carry out their obligations.

              


      

       

      
        	 	
                2

              	
                After
                  the agreement take effect, the two Parties should affirm that the
                  Party B
                  will be liable to or supervise the Shanxi Feihe Company to be liable
                  to
                  the responsibilities and obligations which are occurred in the
                  Shanxi
                  Feihe Company’s normal operation.

              


      

       

      
        	 	
                3

              	
                Before
                  or after the share transference, Party A should actively help Party
                  B to
                  transact all the procedure related to the share
                  transference.

              


      

       

      
        	 	
                4

              	
                If
                  Party A’s superior administrative agency visit or inspect the Shanxi Feihe
                  Company, Party B should provide active
                  assistance.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      
        	
              	VI.	
                Default
                  Responsibility:

              


      

       

      
        	 	
                1

              	
                The
                  two Parties should respective carry out their own liabilities according
                  to
                  this agreement strictly, shouldn’t disobey this
                  agreement.

              


      

       

      
        	 	
                2

              	
                If
                  Party A won’t carry out the liabilities according to this agreement and
                  result in loss for Shanxi Feihe Company or Party B, Party A should
                  be
                  responsible for all the losses of Shanxi Feihe Company or Party
                  B.

              


      

       

      
        	 	
                3

              	
                If
                  Party B does not transfer the share transference price to Party
                  A
                  according to this agreement, Party B should continue to carry out
                  the
                  liabilities in this agreement.

              


      

      


      
        	
              	VII.	
                Supplementary
                  Articles

              


      

       

      
        	 	
                1

              	
                As
                  to the matters which are not mentioned in this agreement, Party
                  A and
                  Party B could sign supplementary agreements. These supplementary
                  agreements will have the equal legal effectiveness as this
                  agreement.

              


      

       

      
        	 	
                2

              	
                This
                  agreement is in octuplicate, each Party will keep 4 copies, and
                  all of
                  them have the same legal
                  effectiveness.

              


      

       

      
        	 	
                3

              	
                The
                  supplementary articles of this agreement are indispensable Parties
                  of this
                  agreement and have the same legal effectiveness as this
                  agreement.

              


      

       

      
        	 	
                4

              	
                If
                  the two Parties have disputes regarding this agreement, the two
                  Parties
                  should settle the problem by friendly negotiations. If the Parties
                  can not
                  reach an agreement, any Party can apply to Beijing arbitrates committee
                  for arbitrage.

              


      

       

      
        	 	
                5

              	
                This
                  agreement will have binding force upon the two parties from the
                  day the
                  two Parties signed it.

              


      

      


      Party
        A :
        Shanxi Li City Science and Technology Industry Co., Ltd 

      Legal
        representative: Yunzhong
        Zhang 

      Legal
        address: 16# Guanghan Street, Li city 

      Tel:
        0355-6562144 

      


      Party
        B:
        American Dairy 

      Legal
        representative:
        YoubingLeng

      Legal
        address: American Utah 

      Tel:
        001-2132256228 

       


        July
          1st
          ,
          2006