Unassociated Document


     

    Exhibit
      10.1

    

      Merger
        and Acquisition Agreement

       

      Assigner
        : Peng
        Lai
        Jin Chuang Company ( Party A)

      Address
        :
No.1
        Shanghai lu, Penglai Wai Xiang Xing Jing Ji Jia Gong Qu, Shuan Dong
        Province

      Entity
        Legal Representative :
        Zhang
        Bing Yi

      Consigning
        Agent :
        Wang
        Gui
        Yuan (Assistant GM)

      


      Assignee
        :
        Tian
        Di
        Ren Pharmaceutical Technology Co. ltd. øParty
        B÷

      Address
        :
        No.
        10
        Wei Hai Lu, Ping Fang Kai Fa Qu Ji Zhong Qu, Harbin, Hei Long Jiang


      Entity
        Legal Representative :
        Zhang
        Bing Yi

      Consigner
        :
        Wang
        Gui
        Yuan (Assistant GM)

      Entity
        Legal Representative :
        Liu
        Yan
        Qing (Director)

      


      An
        agreement regarding acquiring Peng Lai Jin Chuang Company, by and between
        Party
        A and Party B, has been consented. Party A agrees to assign all net assets
        of
        Peng Lai Jin Chuang Company, its wholly owned subsidiary to Party B. Party
        B
        agrees to acquire all above assets (including intangible assets, exclusive
        production authorization). Directors on board of both Party A and Party B
        have
        reached their mutual agreement onto the above mentioned proposal. The agreement
        is in full alliance with the Corporate Law and Contract Law of the People’s
        Republic of China, detailed as the following. 

      


      
        	1.	
                Evaluation
                  of assets and terms and means of payment


              


      

      
        	a.	
                As
                  the sole owner of Peng Lai Jin Chuang Company, Party A entitles
                  this
                  ownership by one hundred percent. Both parties consign Yan Tai
                  Hao Zheng
                  Real Estate Appraisal Company to evaluate the assets of Peng Lai
                  Jin
                  Chuang Company (including intangible asset such as the legal right
                  of the
                  use of land, excluding product lot number). As result, the evaluated
                  total
                  net asset is seventy million RMB, consisting fifty million RMB
                  of net
                  asset and twenty million RMB original value invested to twenty
                  production
                  lot numbers. As agreed by both parties, the final acquiring value
                  of Peng
                  Lai Jin Chuang Company is forty-nine million RMB. Party B will
                  pay Party A
                  for this acquisition of thirty-two million RMB equal valued stocks,
                  and
                  cash of seventeen million RMB.

              


      

      
        	b.	
                Stocks
                  valued thirty-two million RMB of China Sky One Pharmaceutical Company
                  listed on American stock market (AMEX) that Party B is bound to
                  pay Party
                  A will be realized within thirty days after this agreement taking
                  into
                  effect, and the agreed cash payment of seventeen million RMB will
                  be
                  realized within ten days after this agreement taking into effect.
                  As soon
                  as the agreed cash payment is fulfilled, Party B is then legally
                  entitled
                  to the entrance of Peng Lai Jin Chuang Company, so as to proceed
                  all legal
                  procedures such as ownership transference.


              


      

      


      
        	2.	
                Party
                  A is legally obliged to entitle the disposition to all of its assets,
                  and
                  to ensure all these assets free from any liability such as legal
                  action,
                  mortgage, freeze or seal, or any arbitration. Otherwise, Party
                  A will be
                  fully responsible for all the damage
                  caused.

              


      

       

      
        	3.	
                The
                  share of profit and loss to Peng Lai Jin Chuang Company (Rights
                  and Indebtedness) 

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	a.	
                After
                  this agreement taking into effect, Party B will be solely entitled
                  to
                  whole profits of Peng Lai Jin Chuang Company, and sharing certain
                  risks
                  and indebtedness.

              


      

      
        	b.	
                Party
                  B will hold Party A accountable for any losses involved if Party
                  B fails
                  to release any indebtedness before this acquisition.
                  

              


      

      
        	c.	
                Party
                  A is responsible for all the indebtedness accrued before this acquisition.
                  

              


      

      


      
        
          	4.	
                  Default
                    punishment

                


        

      

      
        
          	
                  a.

                	
                  After
                    this agreement taking into effect, both parties have to be in
                    full
                    alliance. Either party who breached this agreement will be responsible
                    and
                    punished. 

                


        

      

      
        
          	
                  b.

                	
                  Within
                    thirty days after the signing of this agreement, Party B is liable
                    to
                    issue valid stock certificate to Party A, and guarantee the trade
                    under
                    terms of American law. 

                


        

      

      
        
          	
                  c.

                	
                  For
                    any reason caused by Party A such as delaying of the owner transference,
                    resulting Party B unable to register at Industrial
                    Bureau, Commercial Bureau, or Pharmaceutical Supervision Bureau
                    on time,
                    or affecting Party B smooth operation, Party A is bound to pay
                    the fine of
                    ten-thousandth
                    of
                    agreed cash payment (seventeen million RMB). If the damage to
                    Party B is
                    greater than this fine, the margin has to be compensated by Party
                    A.
                    

                


        

      

      
        
          	
                  d.

                	
                  If
                    disputes arise in the performance of the agreement, both parties
                    shall
                    find a solution through friendly
                    discussion.

                


        

      

      


      
        
          	5.	
                  Sharing
                    the related costs of assets transference


                


        

      

      Party
        B
        is accountable for all the costs related to this assets transference, such
        as
        notary, appraisal, audit, or Industrial
        Bureau and Commercial Bureau. Other expenditures such as property tax and
        ownership transference tax will be based on related Chinese laws and
        regulations. 

      


      
        	6.	
                Procedures
                  of property transference 

              


      

      Within
        thirty days, Party B is responsible for assets ownership transference, and
        all
        the related expenditures. Party A is liable to be under all assistance and
        co-operation.

      Within
        ten days after the signing of this agreement, Party A is responsible to submit
        all the document and materials of Peng Lai Jin Chuang Company to Party B,
        including commercial, technical, and financial. 

       

      
        	7.	
                Dispute
                  solution

              


      

      If
        disputes arise in the performance of the agreement, both parties shall find
        a
        solution through friendly discussion. Law suit can be filed if the discussion
        fails. 

      


      
        	8.	
                Condition
                  of effectiveness 

              


      

      This
        agreement is taking into effect after both parties’ legal signature or stamp and
        proved by related government authorities. Both parties should register at
        municipal administration office for this ownership transference.

      


      
        	9.	
                There
                  are five copies in total, two copies for each party, and one for
                  government authority’s filing. All the above has been verified by both
                  parties before any signature or stamp.


              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Assigner
        :
        Peng
        Lai
        Jin Chuang Company ( Party A)

      Address
        :
        No.1
        Shanghai lu, Penglai Wai Xiang Xing Jing Ji Jia Gong Qu, Shuan Dong
        Province

      Entity
        Legal Representative :
        Zhang
        Bing Yi

      


      Signature
        of Consigning Agent :
        

      


      


      Date_______________________________
        

      


      Assignee
        :
        Tian
        Di
        Ren Pharmaceutical Technology Co. ltd. (Party
        B)

      Address
        :
No.
        10
        Wei Hai Lu, Ping Fang Kai Fa Qu Ji Zhong Qu, Harbin, Hei Long Jiang


       

      Signature
        of Entity Legal Representative :

      


      


      Date
        _______________________________