AMENDED
      AND RESTATED ENTRUSTED MANAGEMENT AGREEMENT

    


    AMONG

    


    THE
      FOURTEEN PERSONS INCLUDING WANG RONGHUA

     

    SHAANXI
      AOXING PHARMACEUTICAL CO., LTD

    


    AND

    


    SHAANXI
      BIOSTAR BIOTECH LTD

     

    May
      6, 2008

    


    XIANYANG,
      CHINA


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Entrusted
      Management Agreement

    


    This
      Amended and Restated Entrusted Management Agreement (the “Agreement”) is entered
      into on May 6, 2008 in Xianyang, China by:

    


    Party
      A:  

     

    1. Wang
      Ronghua, a citizen of PRC with ID Card number【61040219550901129x】,
      owns
      45.13% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    2.
       Wang Yan, a citizen of PRC with ID Card number 【610402198705207517】,
      owns
      5.83% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    3.
       Wang Rongfa, a citizen of PRC with ID Card number 【610125196107262216】,
      owns
      5.83% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    4.
       Wang Rangmei, a citizen of PRC with ID Card number 【610125196005042220】,
      owns
      5.83% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    5.
       Cao Xuezhu, a citizen of PRC with ID Card number 【239005196007133130】,
      owns
      5.18% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    6.
       Wang Yuxing, a citizen of PRC with ID Card number 【610104195707052654】,
      owns
      4.85% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    7.
       An Xiaoru, a citizen of PRC with ID Card number 【220104196406234421】,
      owns
      4.85% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,


    
      
        
        

      

      
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    8.
       Ao Quanfang, a citizen of PRC with ID Card number 【61040219570504122x】,
      owns
      4.69% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    9.
       Tang Wenying, a citizen of PRC with ID Card number 【61010219431016356x】,
      owns
      3.24% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    10.
      Qin
      Hongxia, a citizen of PRC with ID Card number 【610103196601022420】,
      owns
      3.24% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    11.
      Wu
      Gang, a citizen of PRC with ID Card number 【610402196512265236】,
      owns
      3.07% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    12.
      Wu
      Weiping, a citizen of PRC with ID Card number 【610403198202050067】,
      owns
      2.91% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    13.
      Bai
      Rong, a citizen of PRC with ID Card number 【62050319790316422x】,
      owns
      2.91% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    14.
      Wu
      Jin, a citizen of PRC with ID Card number 【610125198301140529】,
      owns
      2.27% shares of Shaanxi Aoxing Pharmaceutical Co., Ltd.,

    


    15.
      Shaanxi Aoxing Pharmaceutical Co., Ltd. is an enterprise incorporated and
      existing within the territory of China in accordance with the law of the
      People’s Republic of China, the registration number of its legal and valid
      Business License is 6104001290270 and the legal registered address is
      Chenyangzhai, Xianyang.

    


    and

    


    Party
      B:  Shaanxi
      Biostar Biotech Ltd is a wholly-foreign owned enterprise registered in Xianyang,
      PRC, and the registration number of its legal and valid Business License is
      Qi
      Du Shaan Xian Zong Zi No. 000177.


    
      
        
        

      

      
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    Whereas:

    


    1. Party
      A constitutes Shaanxi Aoxing Pharmaceutical Co., Ltd. (hereinafter referred
      to
      as “Shaanxi Aoxing”) and all of its shareholders holding all issued and
      outstanding shares of Shaanxi Aoxing. Under this Agreement, Shaanxi Aoxing
      and
      The Fourteen Persons including Wang Ronghua have acted collectively as one
      party
      to this Agreement;

    


    2.
       Shaanxi Biostar Biotech Ltd. (hereinafter referred to as “Party B”) is a
      wholly-foreign owned enterprise incorporated and existing within the territory
      of China in accordance with the law of the People’s Republic of China, the
      registration number of its legal and valid Business License is Qi Du Shaan
      Xian
      Zong Zi No. 000177, and the legal registered address is 3rd floor, backyard
      of
      Industrial and Business Bureau, Shiji Avenue, Xianyang.

    


    3.
       Party A desires to entrust Party B to manage and operate Shaanxi
      Aoxing;

    


    4.
       Party B agrees to accept such entrustment and to manage Shaanxi Aoxing on
      behalf of Party A.

    


    Therefore,
      in accordance with laws and regulations of the People’s Republic of China, the
      Parties agree as follows after friendly consultation based on the principle
      of
      equality and mutual benefit.

    


    Article
      1 
      Entrusted Management

    


    1.1
       Party A agrees to entrust the management of Shaanxi Aoxing to Party B
      pursuant to the terms and conditions of this Agreement. Party B agrees to manage
      Shaanxi Aoxing in accordance with the terms and conditions of this
      Agreement.

    


    1.2
       The term of this Entrusted Management Agreement shall be from the
      effective date of this Agreement to the earlier of the following:

      (1)
      the termination of business operations of Shaanxi Aoxing or any successor
      company thereto thereto (the “Entrusted Period”), or

    



        (2)
        the date on which Party B completes the acquisition of Shaanxi
        Aoxing.


    


    1.3
       During the Entrusted Period, Party B shall be fully responsible for the
      management of Shaanxi Aoxing. The management service includes without limitation
      the following:


    
      
        
        

      

      
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              (1)

            	
              Party
                B shall be fully responsible for the operation of Shaanxi Aoxing,
                which
                includes the right to appoint and terminate members of Board of Directors
                and the right to hire managerial and administrative personnel etc.
                Party A
                or its voting proxy shall make a shareholder’s resolution and a Board of
                Directors’ resolution based on the decision of Party B’s Board of
                Directors.

            


    

    


    
      	
               

            	
              (2)

            	
              Party
                B has the right to manage and control all assets of Party A. Shaanxi
                Aoxing shall open an entrusted account or designate an existing account
                as
                an entrusted account. Party B has the full right to decide the use
                of the
                funds in the entrusted account. The signer of the account shall be
                appointed or confirmed by Party B. All of the funds of Shaanxi Aoxing
                y
                shall be kept in this account, including but not limited to its existing
                working capital and purchase price received from selling its production
                equipment, inventory, raw materials and accounts receivable to Party
                B,
                all payments of funds shall be disbursed through this entrusted account,
                including but not limited to the payment of all existing accounts
                payable
                and operating expenses, payment of employees salaries and purchase
                of
                assets, and all revenues from its operation shall be kept in this
                account.

            


    

    


    
      	
               

            	
              (3)

            	
              Party
                B shall have the full right to control and administrate the financial
                affairs and daily operation of Shaanxi Aoxing, such as entering into
                and
                performance of contracts, and payment of taxes
                etc.

            


    

    


    
      	
               

            	
              (4)

            	
              If
                Shaanxi Aoxing requires additional funds to maintain its operations,
                Party
                B shall provide such additional funds through a bank loan or other
                resources and Party A shall provide necessary assistance in obtaining
                these funds.

            


    

    


    1.4
       As consideration for the services provided by Party B hereunder, Party A
      shall pay an entrusted management fee to Party B which shall be equal to the
      earnings before tax (if any) of Shaaxi Aoxing. The entrusted management fee
      shall be as follows: during the term of this agreement, the entrusted management
      fee shall equal to Shaaxi Aoxing’s estimated earnings before tax, being the
      monthly revenues after deduction of operating costs, expenses and taxes other
      than income tax. If the earnings before tax is zero, Shaanxi Aoxing is not
      required to pay the entrusted management fee; if Shaanxi Aoxing sustains losses,
      all such losses will be carried over to next month and deducted from next
      month’s entrusted management fee. Both Parties shall calculate, and Party A
      shall pay, the monthly entrusted management fee within 20 days of the following
      month. The above monthly payment shall be adjusted after the end of each quarter
      but before the filing of tax return for such quarter (the “Quarterly
      Adjustment”), so as to make the after-tax profit of Shaanxi Aoxing of that
      quarter is zero. In addition, the above monthly payment shall be adjusted after
      the end of each fiscal year but before the filing for the yearly tax return
      (the
“Annual Adjustment”), so as to make the after-tax profit Shaanxi Aoxing of that
      fiscal year is zero. 

     

    
      
        
        

      

      
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    1.5
       Party B shall assume all operation risks out of the entrusted management
      of Shaanxi Aoxing and bear all losses of Shaanxi Aoxing. If Shaanxi Aoxing
      has
      no sufficient funds to repay its debts, Party B is responsible for paying off
      these debts on behalf of Shaanxi Aoxing; if Shaanxi Aoxing’s net assets are
      lower than its registered capital, Party B is responsible for funding the
      deficit.

    


    Article
      2 Rights
      and Obligations of the Parties

    


    2.1
       During the term of this Agreement, Party A’s rights and obligations
      include:

    


    
      	
               

            	
              (1)

            	
              to
                hand over Shaanxi Aoxing to Party B for entrusted management as of
                the
                effectiveness date of this Agreement and to hand over all of business
                materials together with Business License and corporate seal of Shaanxi
                Aoxing to Party B
                ;

            
	 	 	 
	
               

            	
              (2)

            	
              Party
                A has no right to make any decision regarding Shaanxi Aoxing’s operations
                without the consent of Party B;

            
	 	 	 
	
               

            	
              (3)

            	
              to
                have the right to know the business conditions of Shaanxi Aoxing
                at any
                time and provide proposals;

            
	 	 	 
	
               

            	
              (4)

            	
              to
                assist Party B in carrying out the entrusted management according
                to Party
                B’s requirement;

            
	 	 	 
	
               

            	
              (5)

            	
              to
                perform its obligations pursuant to the Shareholders’ Voting Rights Proxy
                Agreement by and between the Parties, and not to violate the said
                agreement;

            
	 	 	 
	
               

            	
              (6)

            	
              not
                to intervene Party B’s management over Shaanxi Aoxing in any form by
                making use of shareholder’s power;

            
	 	 	 
	
               

            	
              (7)

            	
              not
                to entrust or grant their shareholders’ rights in Shaanxi Aoxing to a
                third party other than Party B without Party B’s
                consent;

            
	 	 	 
	
               

            	
              (8)

            	
              not
                to otherwise entrust other third party other than Party B to manage
                Shaanxi Aoxing in any form without Party B’s consent;

            
	 	 	 
	
               

            	
              (9)

            	
              not
                to terminate this Agreement unilaterally with any reason;
                or

            
	 	 	 
	
               

            	
              (10)

            	
              to
                enjoy other rights and perform other obligations under the
                Agreement.

            


    

     

    
      	
               

            	
              2.2

            	
               During
                the term of this Agreement, Party B’s rights and obligations
                include:

            


    

    


    
      	
               

            	
              (1)

            	
              to
                enjoy independent and full right to manage Shaanxi
                Aoxing;

            


    

     

    
      
        
        

      

      
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              (2)

            	
              to
                enjoy the right to dispose of all assets of Shaanxi
                Aoxing;

            
	 	 	 
	
               

            	
              (3)

            	
              to
                enjoy profits and bear losses arising from Shaanxi Aoxing’s operations
                during the period of entrusted management;

            
	 	 	 
	
               

            	
              (4)

            	
              to
                appoint all directors of Shaanxi Aoxing;

            
	 	 	 
	
               

            	
              (5)

            	
              to
                appoint general manager, deputy general manager, financial manager
                and
                other senior managerial personnel of Shaanxi Aoxing;

            
	 	 	 
	
               

            	
              (6)

            	
              to
                convene shareholders’ meetings of Shaanxi Aoxing in accordance with the
                Shareholders’ Voting Rights Proxy Agreement and sign resolutions of
                shareholders’ meetings; and

            
	 	 	 
	
               

            	
              (7)

            	
              to
                enjoy other rights and perform other obligations under the
                Agreement.

            


    

    


    Article
      3 Representations
      and Warranties

    


    The
      Parties hereto hereby make the following representations and warranties to
      each
      other as of the date of this Agreement that:

    


    
      	
               

            	
              (1)

            	
              has
                the right to enter into the Agreement and the ability to perform
                the
                same;

            
	 	 	 
	
               

            	
              (2)

            	
              the
                execution and delivery of this Agreement by each party have been
                duly
                authorized by all necessary corporate action;

            
	 	 	 
	
               

            	
              (3)

            	
              the
                execution of this Agreement by the officer or representative of each
                party
                has been duly authorized;

            
	 	 	 
	
               

            	
              (4)

            	
              each
                party has no other reasons that will prevent this Agreement from
                becoming
                a binding and effective agreement between both parties after
                execution;

            
	 	 	 
	
               

            	
              (5)

            	
              the
                execution and performance of the obligations under this Agreement
                will
                not:

            


    

     

    (a) violate
      any provision of the business license, articles of association or other similar
      documents of its own;

    (b) violate
      any provision of the laws and regulations of PRC or other governmental or
      regulatory authority or approval;

    (c) violate
      or result in a breach of any contract or agreement to which the party is a
      party
      or by which it is bound. 


    
      
        
        

      

      
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    Article
      4 Effectiveness

    


    This
      Agreement shall take effect after it is duly executed by the authorized
      representatives of the parties hereto with seals affixed.

     

    Article
      5 Liability for Breach of Agreement

    


    During
      the term of this Agreement, any violation of any provisions herein by either
      party constitutes breach of contract and the breaching party shall compensate
      the non-breaching party for the loss incurred as a result of this
      breach.

    


    Article
      6 Force Majeure

    


    The
      failure of either party to perform all or part of the obligations under the
      Agreement due to force majeure shall not be deemed as breach of contract. The
      affected party shall present promptly valid evidence of such force majeure,
      and
      the failure of performance shall be settled through consultations between the
      parties hereto.

     

    Article
      7 Governing Law

    


    The
      conclusion, validity, interpretation, and performance of this Agreement and
      the
      settlement of any disputes arising out of this Agreement shall be governed
      by
      the laws and regulations of the People’s Republic of China.

     

    Article
      8 Settlement of Dispute

    


    Any
      disputes under the Agreement shall be settled at first through friendly
      consultation between the parties hereto. In case no settlement can be reached
      through consultation, each party shall have the right to submit such disputes
      to
      China International Economic and Trade Arbitration Commission in Beijing. The
      Place of arbitration is Beijing. The arbitration award shall be final and
      binding on both parties.

     

    Article
      9 Confidentiality

    


    9.1
       The parties hereto agree to cause its employees or representatives who has
      access to and knowledge of the terms and conditions of this Agreement to keep
      strict confidentiality and not to disclose any of these terms and conditions
      to
      any third party without the expressive requirements under law or request from
      judicial authorities or governmental departments or the consent of the other
      party, otherwise such party or personnel shall assume corresponding legal
      liabilities.

    


    9.2
       The obligations of confidentiality under Section 1 of this Article shall
      survive after the termination of this Agreement.


    
      
        
        

      

      
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    Article
      10 Severability

     

    10.1  Any
      provision of this Agreement that is invalid or unenforceable due to the laws
      and
      regulations shall be ineffective without affecting in any way the remaining
      provisions hereof.

    


    10.2.  In
      the event of the foregoing paragraph, the parties hereto shall prepare
      supplemental agreement as soon as possible to replace the invalid provision
      through friendly consultation.

     

    Article
      11 Non-waiver of Rights

    


    11.1
       Any failure or delay by any party in exercising its rights under this
      Agreement shall not constitute a waiver of such right.

    


    11.2
       Any failure of any party to demand the other party to perform its
      obligations under this Agreement shall not be deemed as a waiver of its right
      to
      demand the other party to perform such obligations later.

    


    11.3
      If a
      party excuses the non-performance by other party of certain provisions under
      this Agreement, such excuse shall not be deemed to excuse any future
      non-performance by the other party of the same provision.

     

    Article
      12 Non-transferability

    


    Unless
      otherwise specified under this Agreement, no party can assign or delegate any
      of
      the rights or obligations under this Agreement to any third party nor can it
      provide any guarantee to such third party or carry out other similar activities
      without the prior written from the other party.

     

    Article
      13 Miscellaneous

    


    13.1
       Any and all taxes arising from execution and performance of this Agreement
      and during the course of the entrusted management and operation shall be borne
      by the Parties respectively pursuant to the provisions of laws and
      regulations.

    


    13.2  Any
      amendment entered into by the parties hereto after the effectiveness of this
      Agreement shall be an integral part of this Agreement and have the same legal
      effect as part of this Agreement. In case of any discrepancy between the
      amendment and this Agreement, the amendment shall prevail. In case of several
      amendments, the amendment with the latest date shall prevail.


    
      
        
        

      

      
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    13.3
       This Agreement is executed by Chinese and English in duplicate, and in
      case of any conflict the Chinese version shall prevail. Each of the original
      Chinese and English versions of this Agreement shall be executed in 4 copies.
      Each party shall hold two original of each version, and the rest shall be used
      for governmental registration or other necessary approval purposes.

    


    13.4
       In witness hereof, the Agreement is duly executed by the parties hereto on
      the date first written above.

    


    13.5
       This Agreement amends and restates the Entrusted Management Agreement
      between the parties hereto dated November 1, 2007.

     

    (REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK)


    
      
        
        

      

      
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    (Page
      of
      signature only)

    


    Party
      A:

    


    Wang
      Ronghua(signature):

    /s/
      Ronghua Wang

    


    Wang
      Yan(signature):

    /s/
      Yan
      Wang

    


    Wang
      Rongfa(signature):

    /s/
      Rongfa Wang

     

    Wang
      Rangmei(signature):

    /s/
      Rangmei Wang

    


    Cao
      Xuezhu(signature):

    /s/
      X.
      Cao

    


    Wang
      Yuxing(signature):

    /s/
      Y.
      Wang

    


    An
      Xiaoru(signature):

    /s/
      An
      Xiaoru

    


    Ao
      Quanfang(signature):

    /s/
      Ao
      Quanfang

    


    Tang
      Wenying(signature):

    /s/
      Wenying Tang

    


    Qin
      Hongxia(signature):

    /s/
      Hongxia Qin

    


    Wu
      Gang(signature):

    /s/
      Gang
      Wu

    


    Wu
      Weiping(signature):

    /s/
      Wu
      Weiping

    


    Bai
      Rong(signature):

    /s/
      Bai
      Rong

    


    Wu
      Jin(signature):

    /s/
      Wu
      Jin

    


    Shaanxi
      Aoxing Pharmaceutical Co., Ltd

    


    (official
      seal)


    
      
        
        

      

      
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    Authorized
      representative:


      /s/
        Ronghua Wang 


     

    Party
      B:

    


    Shaanxi
      Biostar Biotech Ltd

    


    (official
      seal)

    



      Authorized
        representative:/s/ Ronghua Wang 

    

    
      
        
        

      

      
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