Exhibit
10.22

    Share
Purchase Agreement

    


    (English
Translation)

    


    Article I.
Parties

    


    This
Share Purchase Agreement (the “Agreement”) was
entered into by and among the following parties on May 13, 2007 in Changchun,
Jilin Province, People’s Republic of China.

    


    
      
        	 
      	
                (1)

              	
                Yongxin
      Liu, a P.R.C. citizen, owns 51% of all shares of Changchun Yongxin Dirui
      Medical Co., Ltd. (“Yongxin
      Dirui”). Yongxin Dirui is a company organized under the laws of
      China. The registered address of Yongxin Dirui is 2152 Nana Huan Rd., Nan
      Guan District, Changchun. The legal representative of Yongxin Dirui is
      Yongxin Liu. Mr. Yongxin Liu is also the president of Yongxin
      Dirui.

              


      

    

     

    
      
        	 
      	
                (2)

              	
                Yongkui
      Liu, a P.R.C. citizen, owns 49% of all shares of Yongxin
      Dirui.  Yongxin Liu and Yongkui Liu are collectively referred as
      the “Sellers.”
      Yongxin Dirui is a company organized under the laws of China. The
      registered address of Yongxin Dirui is 2152 Nana Huan Rd., Nan Guan
      District, Changchun. The legal representative of Yongxin Dirui is Yongxin
      Liu.

              


      

    

     

    
      
        	 
      	
                (3)

              	
                Digital
      Learning Management Corp. (the “Purchaser”), a
      company incorporated in the United States with its registered business
      address at 927 Canada Court, City of Industry, CA 91748. The legal
      representative and president of the Purchaser is Patel Umeshkumar
      Indubhai, a U.S. citizen.

              


      

    

    


    Article II.
Transferring
Shares and Price

    


    Whereas:

    


    
      	 
      	
              (1)

            	
              Yongxin
      Dirui is a domestic limited liability company owned by Yongxin Liu and
      Yongkui Liu and is conducting business on the sales of drugs, health
      products, medical facilities, sanitary materials, food, construction
      materials, textiles and household electronic
  appliances.

            


    

    


    Shareholders
of Yongxin Dirui:

    
      	 
      	
              ·

            	
              Yongxin
      Liu, a 51% shareholder who paid a capital contribution of RMB 7,600,000 to
      Yongxin Dirui.

            
	 
      	
              ·

            	
              Yongkui
      Liu, a 49% shareholder who paid a capital contribution of RMB 7,400,000 to
      Yongxin Dirui.

            


    

    


    
      	 
      	
              (2)

            	
              As
      resolved in the shareholders meeting held on April 12, 2007, all
      shareholders of Yongxin Dirui agreed that Yongxin Dirui shall sell 80% of
      its total shares to the Purchaser for a purchase price of $5,000,000,
      among which, 40% of Yongxin Dirui’s shares shall be acquired from Yongxin
      Liu for $2,500,000 and 40% of Yongxin Dirui’s shares shall be acquired
      from Yongkui Liu for $2,500,000.

            


    

    


    As
agreed, after the share transfer:

    


    
      
        	 
      	
                (1)

              	
                Digital
      Learning Management Corp. shall become an 80% shareholder by paying a
      capital contribution of RMB 12,000,000.

              
	 	 	 
	 
      	
                (2)

              	
                Yongxin
      Liu shall become an 11% shareholder who has a capital contribution of RMB
      1,650,000.

              


      

    

    


    
      	 
      	
              (3)

            	
              Yongkui
      Liu shall become a 9% shareholder who has a capital contribution of RMB
      1,350,000.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Article III. Payment
Term

    


    The
Purchaser shall pay the purchase price of $5,000,000 in one payment within three
months after the registration date of the corporate change. The Sellers shall be
responsible for submitting request of approval to the proper government
authorities in China.

    


    Article IV. Rights and
Duties

    


    
      	 
      	
              1.

            	
              The
      Purchaser shall succeed 80% of all current or future rights and
      liabilities of Yongxin Dirui.

            


    

     

    
      	 
      	
              2.

            	
              The
      Purchaser shall pay the capital contribution pursuant to the terms and
      conditions under this Agreement.

            


    

    


    Article V. Breach of
Agreement

    


    Any
breaching party shall compensate to the non-breaching party for all damages
caused by the breach of the Agreement. The non-breaching party has the right to
terminate this Agreement.

    


     Article
VI. Applicable Laws

    


    The laws
of the People’s Republic of China shall be applicable to this
Agreement.

    


    Article VII. Force
Majeure

    


    If any
party is rendered incapable to perform this Agreement due to the occurrence of
any unexpected event, such as war, flood, typhoon and earthquake (“Force Majeure
Event”), such party may continue its performance after the end of the
Force Majeure Event. If both parties are rendered incapable to perform this
Agreement, the parties may consult for a solution, or submit any dispute to
arbitration.

    


    Article VIII. Dispute
Resolution

    


    Any
dispute arising from this Agreement shall be resolved by consultation between
both parties. If no resolution can be reached by consultation, the dispute shall
be submitted to arbitration at the China International Economic and Trade
Arbitration Commission in Beijing. The arbitration shall be final and binding to
both parties. No party shall appeal the decision. The losing party of the
arbitration shall pay the arbitration fees. This Agreement shall remain
effective during the arbitration period except for the arbitrated terms under
the Agreement.

    


    Article IX. Effect and
Termination of the Agreement

    


    
      
        	 
      	
                1.

              	
                The
      Agreement shall become effective upon the execution by both parties and
      approval of the relevant government authority. If no government approval
      is issued within ninety (90) days after the execution of the Agreement,
      the Agreement shall be terminated. In this case, no party shall claim for
      damages.

              
	 	 	 
	 
      	
                2.

              	
                The
      exhibits of this Agreement shall have the same effect as the
      Agreement.

              


      

    

    


    
      
        	 
      	
                3.

              	
                Any
      amendment of the Agreement shall be made in writing through consultation
      of both parties. The amended terms and conditions shall have the same
      effect as the Agreement.

              
	 	 	 
	 
      	
                4.

              	
                Upon
      the execution of this Agreement, any previous agreements made by the
      parties shall become void.

              


      

    

    


    
      
        	 
      	
                5.

              	
                Any
      notice sent by one party to other parties shall be made in
      writing.

              
	 	 	 
	 
      	
                6.

              	
                Unsettled
      matters under this Agreement shall be resolved according to common
      business practices.

              


      

    

    


    
      	 
      	
              7.

            	
              This
      Agreement is executed into seven duplicates. Each party shall hold two
      duplicates.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Purchaser:
Digital Learning Management Corp. (Stamp & Signature)

    Seller:
Yongxin Liu (Signature)

                Yongkui
Liu (Singature)

    


    May 13,
2007