THIS LOAN AGREEMENT (the “ Agreement ”) is dated as of the 24th day of June, 2010, by and
between Emerald Dairy Inc., a Nevada corporation, with an address at 11990 Market Street, Suite 205, Reston,
VA 20190 (the “ Borrower ”), and Xiang Li Zhao, a resident of the People’s Republic of China, with an address
at _________________________ (the “ Lender ”).
W I T N E S S E T H :
WHEREAS , the Borrower requires funding in the amount of Eight Hundred Thousand ($800,000)
Dollars for the purposes hereinafter set forth; and
WHEREAS, the Borrower is borrowing from the Lender Eight Hundred Thousand ($800,000) Dollars,
in consideration for which the Borrower is issuing to the Lender a non-negotiable promissory note.
NOW, THEREFORE, it is agreed as follows:
1. Commitment of Lender; Borrowing Conditions .
1.1 Commitment . Subject to the terms and conditions of this Agreement, the Lender
hereby agrees to make a one-year term loan (the “ Loan ”) to the Borrower, in the principal amount of Eight
Hundred Thousand ($800,000) Dollars (the “ Principal ”).
1.2 Promissory Note .
(a) General . The Loan shall be evidenced by a non-negotiable promissory note,
issued by the Borrower to the Lender, in substantially the form of “ Exhibit A ” annexed hereto (the “ Note ”),
dated as of even date herewith. The Principal, and any accrued and unpaid Interest (as defined in Section 1.2(b)
below) shall be due and payable in full on the one (1) year anniversary of the Closing Date (as defined in Section
6 below) (the “ Maturity Date ”).
(b) Interest .
(i) The Loan shall bear Interest at the rate of ten (10%) percent per
annum, computed on the basis of the actual number of days elapsed in a year of 360 days. Any accrued and
unpaid Interest shall be due and payable in full on the Maturity Date.
(ii) Upon the maturity of the Note, by acceleration or otherwise, and/or
after judgment, interest