Ex-10.1


    Exhibit
      10.1

    Reorganization
      Agreement

    January
      19, 2006

     

    This
      agreement is entered into between Yangling Daiying Biotech & Pharmaceutical
      Group Co., Ltd (“Yangling Daiying”) and Hunan Hua Yang Pharmaceutical Co., Ltd.
      (“Hua Yang” formerly Hunan Changde Huaan Pharmaceutical Co., Ltd.) and its
      shareholder Aibin Chen, Zhuobin Li (Hua Yang’s shareholder).

     

    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
      Hua
      Yang Pharmaceutical Co., Ltd is a limited company incorporated at Anxiang
      Industrial Park, Hunan, P.R. China, and with Aibin Chen as its legal
      representative.

     

    In
      order
      to optimize and coordinate Yangling Daiying and Hua Yang’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 Hua Yang 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 Hua Yang who is also the
              entitled person to sign on this agreement.


          


     

    	2.  	
            The
              total assets of Hua Yang is RMB7,829,400 confirmed by Yangling Daiying
              and
              Hua Yang and the final assets shall subject to the international financial
              audit. 

          


     

    	3.  	
            Yangling
              Daiying shall use 482,800 shares of common stocks of its parent company,
              “Worldwide Biotech and Pharmaceutical Co., Ltd to exchange 51% of Hua
              Yang. 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 51% of Hua Yang
              while
              Aibin Chen controls 34% and Zhuobin Li controls
              15%.

          


     

    	4.  	
            With
              the cooperation of Hua Yang, Worldwide Biotech & Pharmaceutical
              Company, Yangling Daiying’s parent company, shall issue 482,800 shares of
              its common stocks to shareholders of Hua Yang. Among these, 337,960
              shares
              are for Aibin Chen, 144,840 shares are for Zhuobin
              Li.

          


     

    


     

    	5.  	
            Shareholders
              of Hua Yang acknowledge that Hua Yang does not have any undisclosed
              debts,
              liabilities, assets lost, on-going lawsuit and potential lawsuit against
              Hua Yang. Otherwise, shareholders of Hua Yang shall take all legal
              responsibilities. 

          


     

    	6.  	
            With
              the cooperation of Hua Yang, 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. 

          


     

    	7.  	
            The
              reorganized company must be audited by international accountant firm,
              shareholders of Hua Yang must assist the accountant firm to review
              the
              financials for the former financial
              years.

          


     

    	8.  	
            The
              reorganized company shall appoint new Board of Directors. Yangling
              Daiying
              shall be the legal representative of the reorganized
              company.

          


     

    	9.  	
            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.
              

          


     

    	10.  	
            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 Hua Yang’s
              financials.

          


     

    	11.  	
            The
              agreement can be amended with the written permissions from both parties.
              

          


     

    	12.  	
            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.

          


     

    	13.  	
            The
              contract takes into effect from and after the legal representatives
              or
              agents of all parties sign and affix their companies' seal. The original
              of the contract are 6 copies which Yangling Daiying takes two, Hua
              Yang
              takes two 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


    

     

    
      	 	 	 
	 	Hua
              Yang: Hunan
              Hua Yang Pharmaceutical Co. Ltd.
	 
 	 
 	 
 
	Date: January
              19, 2006	By:  	/s/ Aibin
              Chen
	 	
              

            
	 	Legal
              Representative