Exhibit
      10.2

    Reorganization
      Agreement

    January
      19, 2006

     

    This
      agreement is entered into between Yangling Daiying Biotech & Pharmaceutical
      Group Co., Ltd (“Yangling Daiying”) and Hunan Ze An Pharmaceutical Co., Ltd.
      (“Ze An” formerly Hunan Jin Jin Pharmaceutical Co., Ltd.) and its shareholder
      Zhongyu Lu, Aibin Chen and Weiliang Wu (“Shareholders of Ze An”).

     

    Yangling
      Daiying Biotech & Pharmaceutical Group Co., Ltd is a stock-based company
      incorporated at No.10 Tai Cheng South Road, Yangling Demonstration Zone,
      Shaanxi, P.R. China, and with Wenxia Guo as its legal
      representative.

     

    Hunan
      Ze
      An Pharmaceutical Co., Ltd is a limited company incorporated at Anxiang
      Industrial Park, Hunan, P.R. China, and with Zhongyu Lu as its legal
      representative.

     

    In
      order
      to optimize and coordinate Yangling Daiying and Ze An’s resources, promote the
      cross-province development, satisfy the requirements of the market, two parties
      agree to reorganize under the following terms and conditions after carefully
      considering the advantages of the two parties:

     

    	1.  	
            Shareholders
              of Yangling Daiying and Ze An agree that the Reorganization Agreement
              is
              entered based on the principles of equality, free-will and mutual benefit.
              This agreement is made in accordance with the Chinese laws and Aibin
              Chen
              is the legal representative of Ze An who is also the entitled person
              to
              sign on this agreement. 

          


     

    	2.  	
            Shareholders
              of Ze An invested RMB8,000,000 to found Ze An which is confirmed by
              Yangling Daiying. 

          


     

    	3.  	
            Yangling
              Daiying shall pay Weiliang Wu RMB 1,440,000 for 18% of Ze An which
              is held
              by Weiliang Wu; Yangling Daiying shall pay Zhongyu Lu RMB1,960,000
              and
              120,900 shares of common stocks of Worldwide Biotech & Pharmaceutical
              Company for 52% of the total stocks originally held by Zhongyu Lu which
              equals 37% of the total ZeAn’s stock. The unit price of common stocks is
              calculated as the negotiable price say, $1 per share and the total
              amount
              of which equals to RMB3,992,800 using the agreed upon exchange rate
              of
              RMB8.27 to US$1.00. Yangling Daiying shall pay Aibin Chen 90,670 shares
              of
              common stocks of Worldwide Biotech & Pharmaceutical Company for 10% of
              Ze An which is held by Aibin Chen. The unit price of common stocks
              is
              calculated as the negotiable price say, $1 per share and the total
              amount
              of which equals to RMB3,992,800 using the agreed upon exchange rate
              of
              RMB8.27 to US$1.00. After the reorganization, Yangling Daiying controls
              65% of Ze An, Aibin Chen controls 20% and Zhongyu Lu controls
              15%.

          


     

    	4.  	
            Payment
              Methods in Cash and Equity

          


     

    	a)  	
            Yangling
              Daiying shall pay Weiling Wu RMB720,000 and Zhongyu Lu RMB980,000 as
              soon
              as the Reorganization Agreement is
              entered.

          


     

    	b)  	
            It’s
              Yangling Daiying’s responsibility to have its parent company, Worldwide
              Biotech & Pharmaceutical Company to issue 120,900 shares of its common
              stocks to Zhongyu Lu and 90,670 shares to Aibin
              Chen.

          


     

    	c)  	
            With
              the cooperation of Ze An, Yangling Daiying has the responsibility to
              do
              the necessary filings for the reorganized company, such as registration,
              tax report, registrations at the State Food and Drug Administration,
              intellectual properties, trademarks, and related processes after the
              acquisition. Yangling Daiying shall pay Weiliang Wu RMB720,000 and
              Zhongyu
              Lu RMB500,000.

          


     

    	d)  	
            Shareholders
              of Ze An acknowledge that Ze An does not have any undisclosed debts,
              liabilities, assets lost, on-going lawsuit and potential lawsuit against
              Ze An. Otherwise, shareholders of Ze An shall take all legal
              responsibilities. 

          


     

    	e)  	
            The
              reorganized company must be audited by international accountant firm,
              shareholders of Ze An must assist the accountant firm to review the
              financials for the former financial years. Yangling Daiying shall pay
              Zhongyu Lu 480,000 when the financial auditing on Ze An is
              done.

          


     

    	5.  	
            The
              reorganized company shall appoint new Board of Directors. Yangling
              Daiying
              shall be the legal representative of the reorganized
              company.

          


     

    	6.  	
            Upon
              finishing the transaction, the new company shall be the share-controlling
              company of Yangling Daiying, all of the operation activities shall
              be in
              accordance of Law of Corporations of P.R. China and Article in Law
              of the
              new company. Yangling Daiying has responsibilities to supervise, inspect
              and direct the operation activities of the new company.
              

          


     

    	7.  	
            Upon
              closing the transaction, the two parties shall cooperate with each
              other
              to finish the necessary registration process, and authorize international
              accountant firm to start audit on Ze An’s
              financials.

          


     

    	8.  	
            The
              agreement can be amended with the written permissions from both parties.
              

          


     

    	9.  	
            Breaches
              of the agreement: If there’s any party breaches any terms of the
              agreement, the other party have the right to terminate the contract
              and
              request for compensation for all related damages, the disputed shall
              be
              resolved through arbitration or legal proceedings. The
              agreement is governed by China law and under the jurisdiction of the
              court
              in Xi’an, P.R. China.

          


     

    	10.  	
            There
              are six original copies of this Agreement, of which Yangling Daiying
              takes
              two copies, Ze An takes two copies and the other two copies are backed
              up
              at the related authorities.

          


     

    
      	 	 	 
	 	Yangling
              Daiying:
              Yangling Daiying Biotech Engineering Co., ltd 
	 
 	 
 	 
 
	Date: January
              19, 2006	By:  	/s/ Wenxia
              Guo
	 	
              

            
	 	Legal
              Representative


    

     

    
      
        	 	 	 
	 	Ze
                An: Hunan Ze An
                Pharmaceutical Co. Ltd.
	 
 	 
 	 
 
	Date: January
                19, 2006	By:  	/s/ Zhongyu
                Lu 
	 	
                

              
	 	Legal
                Representative