Unassociated Document


    
      


      Exhibit
10.1

      
Lease
Agreement

    

     On
the Project of

    Construction
of Shilin Shenghuo TCM Cultural Garden

    in
the Startup Hub of Taiwan Farmers located

    at
Shilin ( Stone Forest County), Yunnan Province

    


    Party
A: The Management Commission of the Startup Hub of Taiwan Farmers located at Shi
Lin (Stone Forest County), Kunming

    


    Party
B: Kunming Shenghuo Pharmaceutical (Group) Co., Ltd.

    


    Pursuant
to the Project Investment Agreement signed by and between Party A and Party B on
May 12, 2010 per investment project in the Startup Hub of Taiwan Farmers located at the Stone Forest County,
Kunming, Yunnan Province,  Party B is entitled to begin
development and construction of the project of Shilin Shenghuo TCM Cultural
Garden within the Startup Hub of Taiwan Farmers. In order to coordinate the use
of land and guarantee the benefits of both parties, Party A and Party B hereby
have reached the following agreement through negotiation.

    


    
      	
              1.  

            	
              Lease
      area: 2,658 Mu, among of which 2485Mu is dry land and 173Mu is the
      Heishiqing Stone Forest. The red line map for land use is
      attached.

            
	 	 


    

    
      	
              2.  

            	
              Project
      location: the land for project is located at the core area of the Startup
      Hub of Taiwan Farmers, which is south to the Xishi highway, north to the
      Modern Agriculture Traveling Centre (included), east to the main street of
      the Startup Hub of Taiwan Farmers and west to the right side of a pool on
      the railway bridge of Xishi highway; and the land used for the Xintian
      Food Project is excluded. The practical land area will be subject to the
      red line of four boundaries of this land.

            
	 	 


    

    
      	
              3.  

            	
              Term
      of Lease: 20 years dated from August 1, 2010 to July 31,
    2030.

            
	 	 


    

    
      	
              4.  

            	
              Fee
      and Method of Payment:

            


    

     

    1) Fee:
600 yuan per mu each year for dry land; 800 yuan per mu each year for paddy
field.  The land rental fee for 173 mu of Heishiqing Stone Forest
within the period of 20 years is RMB800,000 in total.

     

    
      
        
        

      

      
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    2) Method
of Payment:

     

    i) Party
B shall pay the annual rental for the first five years (the payment will be
settled before July 15 of each year), and thereafter Party B shall pay the rest
rental for the remaining 15 years in full. The rental for Heishiqing Stone
Forest will be paid off at one time in the first payment;

     

    ii) Party
B is required to pay the rental on time within the lease period. Where the
rental fee is overdue as a result of Party B’s poor operation, a 5‰ of the late
fees will be charged for each month;

     

    Should
Party B suffer any serious loss and eventually results in irreversible crisis
due to force majeure, such as market environment and policy changes, etc, Party
B may terminate the lease agreement. Party A shall not indemnify Party B for any
loss caused by the termination of the Agreement, and Party B shall bear all the
responsibilities on its own.

     

    5. Upon
the execution of this Agreement, Party A shall clearly define the scope of the
land leased to Party B before July 31, 2010 and complete the affirmation of the
land survey, then transfer it to Party B for use. Meanwhile, Party A shall
assist Party B in handling issues related to water, power, and road
etc.

     

    6. Party
A shall guarantee that the land use right of the defined land has been
transferred to Party B, and that no other parties or individuals shall raise any
objection to the defined land during the term of lease. Otherwise, Party A shall
be responsible for solving the dispute and bearing the compensation for any
economic damages of Party B.  Party A shall also assist Party B to
conduct the land related procedures.

     

    7. Party
B shall perform legal operations in the leased land and is required to conduct
the construction in accordance with the planned proposal accepted by both
parties. Party B is not allowed to do the sublease or change of land status
without the permission of Party A.

     

    8. During
the term of lease, where the leased land encounters the government requisition
under national macro control policy, Party B is entitled to the compensation for
the annex in land invested by Party B and related damages; Party A shall provide
assistance to Party B in relevant work. And the Agreement shall be terminated
automatically hereto.

     

    9. Shall
Party B intend to continue the lease upon expiration of the contracting period,
it shall have the priority of land lease under the same conditions.

     

    
      
        
        

      

      
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    10.
According to the development and construction needs, Party B is allowed to
purchase one piece of land at the market price, and the paid rental fee shall be
accounted for the land purchasing cost.

     

    11. Where
the term of lease expires or both parties agree to terminate the Agreement,
Party B shall clear away all the buildings (or structures) on the land within 60
days. Should any of them have not been cleared away upon expiration of lease,
they shall be considered as abandoned by Party B and shall be entitled to Party
A.

     

    12. Party
B shall employ the local workers under the same wage conditions when hiring
service workers, but the workers shall be abided by the arrangement of Party
B.

     

    13. Any
other issues unmentioned in this agreement shall be resolved through negotiation
between two parties.

     

    14. This
Agreement has 6 duplicate copies, three copies for each party. This agreement
comes into effect upon being signed by Party A and Party B with stamps
affixed.

    


    


    Party
A: The Management Commission of the Startup Hub of Taiwan Farmers, Shi Lin,
Kunming

    
      Legal
representative (Signature): Yu Chun

    

    


    Party
B:  Kunming Shenghuo Pharmaceutical (Group) Co., Ltd.

    Legal
representative (Signature): Lan Guihua

    Date:  September
8, 2010

     

    
      
        
        

      

      
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    Supplementary
Agreement of

    The
Project Investment Agreement

    On

    The
Construction of Shilin Shenghuo TCM Cultural Garden

    In
the Startup Hub of Taiwan Farmers Located

    At
Shilin (Stone Forest County, Yunnan Province

    


    Party
A:   The Management Commission of the Startup Hub of Taiwan
Farmers, Shi Lin (Stone Forest County), Kunming

     

    Party
B:  Kunming Shenghuo Pharmaceutical (Group) Co., Ltd.

    


    Both
parties hereby have reached the following Supplementary Agreement through
friendly negotiation with respect to the transfer price of leased land for
purpose of Party B’s investment in the construction of the Shinlin Shenghuo TCM
Cultural Garden, located at the Startup Hub of Taiwan Farmers:

     

    1. The
construction of this project covers a land-leasing area of 160 mu, with an
agreed price of RMB180,000 per mu.

     

    2. Party
A is entitled to terminate the Agreement and take back the land used for purpose
of this project for free on condition that Party B fails to start construction
in time upon acquiring the land, fails to fulfill the investment intensity as
stipulated per the Agreement or fails to implement the project in accordance
with the standards as prescribed in the Agreement.

     

    3. Party
B shall prepay RMB12 million to Party A at one time prior to December 20,
2010.

     

    4. Party
A shall provide Party B with a topographic map in scale of 1:500 within 5 days
since the date of the execution of this Supplementary Agreement. This
topographic map is intended to be made for the convenience of Party B’s project
plan and design, therefore, the land survey fee shall be born by Party
B.

     

    5. This
Supplementary Agreement has 6 duplicate copies, three copies for each party.
This agreement comes into effect upon being signed by Party A and Party
B.

    


    Party A:
The Management Commission of the Startup Hub of Taiwan Farmers,  Shi
Lin (Stone Forest County), Kunming

    Legal
representative (Signature): Yu Chun

     

    Party B:
Kunming Shenghuo Pharmaceutical (group) Co., Ltd.

    Legal
representative (Signature): Lan Guihua

    


    Date:
September 8, 2010

     

    
      
        
        

      

      
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