EX 10.1


    EXHIBIT
      10.1

     

    SHARE
      EXCHANGE AGREEMENT

     

    THIS
      SHARE EXCHANGE AGREEMENT, dated as of the 30th day of June, 2006 (the
      "Agreement"), by and among SRKP 8, Inc. a Delaware corporation (the "Company");
      Lan’s Int’l Medicine Investment Co., Limited, a Hong Kong corporation (the
      "Seller"); and Kunming Shenghuo Pharmaceutical (Group) Co., Ltd., a company
      formed under the laws of the People's Republic of China ("Kunming"). The
      Company, the Seller and Kunming are collectively referred to herein as the
      "Parties".

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Seller owns 93.75% all of the shares of the capital of Kunming (the “Kunming
      Shares”) which in turn is the parent of three companies organized under the laws
      of the People’s Republic of China (the “Subsidiaries”).

     

    WHEREAS,
      the Company desires to acquire from Seller, and Seller desires to sell to the
      Company, the Kunming Shares in exchange (the “Exchange”) for the issuance by the
      Company of an aggregate of 16,823,950 shares (the “Company Shares”) of Company
      Common Stock to the Seller and/or its designees on the terms and conditions
      set
      forth herein. 

     

    WHEREAS,
      after giving effect to the Exchange, the share cancellation, and Equity
      Financing as described herein, there will be approximately 18,603,950 shares
      of
      Company Common Stock issued and outstanding.

     

    WHEREAS,
      the parties intend, by executing this Agreement, to implement a tax-deferred
      exchange of property governed by Section 351 of the United States Internal
      Revenue Code of 1986, as amended (the “Code”).

     

    NOW,
      THEREFORE, in consideration, of the promises and of the mutual representations,
      warranties and agreements set forth herein, the parties hereto agree as
      follows:

     

    ARTICLE
      I

    THE
      EXCHANGE

     

    1.1    The
      Exchange.
      Subject
      to the terms and conditions of this Agreement, on the Closing Date (as
      hereinafter defined):

     

    (a)    the
      Company shall issue and deliver to the Seller and/or their designees the number
      of authorized but unissued shares of Company Common Stock set forth opposite
      their and/or their designee’s names set forth on Schedule
      I
      hereto
      or pursuant to separate instructions to be delivered prior to Closing,
      and

     

    (b)    the
      Seller agrees to deliver to the Company duly endorsed certificates representing
      the Kunming Shares.

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    1.2    Time
      and Place of Closing.
      The
      closing of the transactions contemplated hereby (the “Closing”) shall take place
      at the offices of Kirkpatrick & Lockhart Nicholson Graham LLP on or before
      August 15, 2006 (the “Closing Date”) at 6:00 p.m. Pacific Time, or at such place
      and time as mutually agreed upon by the parties hereto.

     

    1.3    Effective
      Time.
      The
      Exchange shall become effective (the “Effective Time”) at such time as all of
      the conditions to set forth in Article VII hereof have been satisfied or waived
      by the Parties hereto.

     

    1.4    Tax
      Consequences.
      It is
      intended by the parties hereto that for United States income tax purposes,
      the
      contribution and transfer of the Kunming Shares by the Seller to the Company
      in
      exchange for Company Shares constitutes a tax-deferred exchange within the
      meaning of Section 351 of the Code.

     

    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES OF THE
      COMPANY 

     

    The
      Company represents and warrants to Kunming and the Seller that now and/or as
      of
      the Closing:

     

    2.1    Due
      Organization and Qualification; Due Authorization.

     

    (a)    The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware, with full corporate power
      and
      authority to own, lease and operate its respective business and properties
      and
      to carry on its business in the places and in the manner as presently conducted
      or proposed to be conducted. The Company is in good standing as a foreign
      corporation in each jurisdiction in which the properties owned, leased or
      operated, or the business conducted, by it requires such qualification except
      for any such failure, which when taken together with all other failures, is
      not
      likely to have a material adverse effect on the business of the
      Company.

     

    (b)    The
      Company does not own, directly or indirectly, any capital stock, equity or
      interest in any corporation, firm, partnership, joint venture or other
      entity.

     

    (c)    The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, and to consummate the transactions contemplated hereby and
      thereby. The Company has taken all corporate action necessary for the execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby, and this Agreement constitutes the valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms, except as may be affected by bankruptcy, insolvency, moratoria or
      other similar laws affecting the enforcement of creditors’ rights generally and
      subject to the qualification that the availability of equitable remedies is
      subject to the discretion of the court before which any proceeding therefore
      may
      be brought, equitable remedies is subject to the discretion of the court before
      which any proceeding therefore may be brought.

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    2.2    No
      Conflicts or Defaults.
      The
      execution and delivery of this Agreement by the Company and the consummation
      of
      the transactions contemplated hereby do not and shall not (a) contravene the
      Certificate of Incorporation or By-laws of the Company or (b) with or without
      the giving of notice or the passage of time (i) violate, conflict with, or
      result in a breach of, or a default or loss of rights under, any material
      covenant, agreement, mortgage, indenture, lease, instrument, permit or license
      to which the Company is a party or by which the Company is bound, or any
      judgment, order or decree, or any law, rule or regulation to which the Company
      is subject, (ii) result in the creation of, or give any party the right to
      create, any lien, charge, encumbrance or any other right or adverse interest
      (“Liens”) upon any of the assets of the Company, (iii) terminate or give any
      party the right to terminate, amend, abandon or refuse to perform, any material
      agreement, arrangement or commitment to which the Company is a party or by
      which
      the Company’s assets are bound, or (iv) accelerate or modify, or give any party
      the right to accelerate or modify, the time within which, or the terms under
      which, the Company is to perform any duties or obligations or receive any rights
      or benefits under any material agreement, arrangement or commitment to which
      it
      is a party.

     

    2.3    Capitalization.
      The
      authorized capital stock of the Company immediately prior to giving effect
      to
      the transactions contemplated hereby consists of 110,000,000 shares of which
      100,000,000 have been designated as Company Common Stock $.0001 par value and
      10,000,000 shares have been designed as preferred stock, $.0001 par value
      (“Preferred Stock”). As of the date hereof, there are 2,700,000, shares of
      Company Common Stock issued and outstanding and no shares of Preferred Stock
      outstanding. All of the outstanding shares of Company Common Stock are, and
      the
      Company Shares when issued in accordance with the terms hereof, will be, duly
      authorized, validly issued, fully paid and nonassessable, and have not been
      or,
      with respect to the Company Shares will not be issued in violation of any
      preemptive right of stockholders. There is no outstanding voting trust agreement
      or other contract, agreement, arrangement, option, warrant, call, commitment
      or
      other right of any character obligating or entitling the Company to issue,
      sell,
      redeem or repurchase any of its securities, and there is no outstanding security
      of any kind convertible into or exchangeable for Company Common Stock. The
      Company has not granted registration rights to any person.

     

    2.4    Financial
      Statements.
      Item
      2.4 of the Disclosure Schedule to this Agreement, includes copies the (i)
      balance sheet of the Company at December 31, 2005, and the related statements
      of
      operations, stockholders’ equity (deficit) and cash flows for the fiscal year
      then ended from the inception date of May 24, 2005, including the notes thereto,
      as audited by AJ. Robbins, P.C., independent registered public accounting firm
      and (ii) balance sheet of the Company at March 31, 2006, and the related
      statements of operations, and cash flows for the three month period then ended
      (the “Financial Statements”). The Financial Statements, together with the notes
      thereto, have been prepared in accordance with U.S. generally accepted
      accounting principles applied on a basis consistent throughout all periods
      presented. The Financial Statements present fairly the financial position of
      the
      Company as of the dates and for the periods indicated. The books of account
      and
      other

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    financial
      records of the Company have been maintained in accordance with good business
      practices.

     

    2.5    No
      Assets or Liabilities.
      Except
      as set forth on the Financial Statements, the Company does not have any (a)
      assets of any kind or (b) liabilities or obligations, whether secured or
      unsecured, accrued, determined, absolute or contingent, asserted or unasserted
      or otherwise.

     

    2.6    Taxes.
      The
      Company has filed all United States federal, state, county and local returns
      and
      reports which were required to be filed on or prior to the date hereof in
      respect of all income, withholding, franchise, payroll, excise, property, sales,
      use, value-added or other taxes or levies, imposts, duties, license and
      registration fees, charges, assessments or withholdings of any nature whatsoever
      (together, “Taxes”), and has paid all Taxes (and any related penalties, fines
      and interest) which have become due pursuant to such returns or reports or
      pursuant to any assessment which has become payable, or, to the extent its
      liability for any Taxes (and any related penalties, fines and interest) has
      not
      been fully discharged, the same have been properly reflected as a liability
      on
      the books and records of the Company and adequate reserves therefore have been
      established.

     

    2.7    Indebtedness;
      Contracts; No Defaults.
      The
      Company has no material instruments, agreements, indentures, mortgages,
      guarantees, notes, commitments, accommodations, letters of credit or other
      arrangements or understandings, whether written or oral, to which the Company
      is
      a parry.

     

    2.8    Real.
      Property.
      The
      Company does not own or lease any real property.

     

    2.9    Compliance
      with Law.
      The
      Company is in compliance with all applicable federal, state, local and foreign
      laws and regulations relating to the protection of the environment and human
      health. There are no claims, notices, actions, suits, hearings, investigations,
      inquiries or proceedings pending or, to the knowledge of the Company, threatened
      against the Company that are based on or related to any environmental matters
      or
      the failure to have any required environmental permits, and there are no past
      or
      present conditions that the Company has reason to believe are likely to give
      rise to any material liability or other obligations of the Company under any
      environmental laws.

     

    2.10    Permits
      and Licenses.
      The
      Company has all certificates of occupancy, rights, permits, certificates,
      licenses, franchises, approvals and other authorizations as are reasonably
      necessary to conduct its respective business and to own, lease, use, operate
      and
      occupy its assets, at the places and in the manner now

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    conducted
      and operated, except those the absence of which would not materially adversely
      affect its respective business.

     

    2.11    Litigation.
      There
      is no claim, dispute, action, suit, proceeding or investigation pending or,
      to
      the knowledge of the Company, threatened, against or affecting the business
      of
      the Company, or challenging the validity or propriety of the transactions
      contemplated by this Agreement, at law or in equity or admiralty or before
      any
      federal, state, local, foreign or other governmental authority, board, agency,
      commission or instrumentality, nor to the knowledge of the Company, has any
      such
      claim, dispute, action, suit, proceeding or investigation been pending or
      threatened, during the twelve month period preceding the date hereof. There
      is
      no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
      of any court, arbitrator or federal, state, local, foreign or other governmental
      authority, board, agency, commission or instrumentality, against or materially
      affecting the business of the Company. The Company has not received any written
      or verbal inquiry from any federal, state, local, foreign or other governmental
      authority, board, agency, commission or instrumentality concerning the possible
      violation of any law, rule or regulation or any matter disclosed in respect
      of
      its business.

     

    2.12    Insurance.
      The
      Company does not currently maintain any form of insurance.

     

    2.13    Patents;
      Trademarks and Intellectual Property Rights.
      The
      Company does not own or possesses any patents, trademarks, service marks, trade
      names, copyrights, trade secrets, licenses, information, Internet web site(s)
      or
      proprietary rights of any nature.

     

    2.14    Securities
      Law Compliance.
      The
      Company has complied with all of the applicable requirements of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of
      1933, as amended (the “Securities Act”), and has complied with all applicable
      blue sky laws.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF KUNMING

     

    Kunming
      and the Seller severally represent and warrant to the Company that now and/or
      as
      of the Closing:

     

    3.1    Due
      Organization and Qualification; Subsidiaries, Due Authorization.

     

    (a)    Kunming
      is a company duly organized, validly existing and in good standing under the
      laws of the People's Republic of China, with full corporate power and authority
      to own, lease and operate its business and properties and to carry on its
      business in the places and in the manner as presently conducted or proposed
      to
      be conducted. Kunming is in good standing as a foreign corporation in each
      jurisdiction in which the properties owned, leased

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    or
      operated, or the business conducted, by it requires such qualification except
      for any such failure, which when taken together with all other failures, is
      not
      likely to have a material adverse effect on the business of
      Kunming.

     

    (b)    Kunming
      does not own, directly or indirectly, any capital stock, equity or interest
      in
      any corporation, firm, partnership, joint venture or other entity, other than
      the Subsidiaries as set forth in Item 3.1 of the Disclosure Schedule. Each
      Subsidiary is owned by Kunming in the amounts as set forth in Item 3.1 of the
      Disclosure Schedule and the outstanding equity interest owned by Kunming in
      each
      Subsidiary is owned free and clear of all liens. There is no contract,
      agreement, arrangement, option, warrant, call, commitment or other right of
      any
      character obligating or entitling Kunming to issue, sell, redeem or repurchase
      any of its securities, and there is no outstanding security of any kind
      convertible into or exchangeable for securities of Kunming or the
      Subsidiaries.

     

    (c)    Kunming
      has all requisite power and authority to execute and deliver this Agreement,
      and
      to consummate the transactions contemplated hereby and thereby. Kunming has
      taken all corporate action necessary for the execution and delivery of this
      Agreement and the consummation of the transactions contemplated hereby, and
      this
      Agreement constitutes the valid and binding obligation of Kunming, enforceable
      against Kunming in accordance with its terms, except as may be affected by
      bankruptcy, insolvency, moratoria or other similar laws affecting the
      enforcement of creditors’ rights generally and subject to the qualification that
      the availability of equitable remedies is subject to the discretion of the
      court
      before which any proceeding therefore may be brought.

     

    3.2    No
      Conflicts or Defaults.
      The
      execution and delivery of this Agreement by Kunming and the consummation of
      the
      transactions contemplated hereby do not and shall not (a) contravene the
      governing documents of Kunming or any of the Subsidiaries, or (b) with or
      without the giving of notice or the passage of time, (i) violate, conflict
      with,
      or result in a breach of, or a default or loss of rights under, any material
      covenant, agreement, mortgage, indenture, lease, instrument, permit or license
      to which Kunming or any of the Subsidiaries is a party or by which Kunming
      or
      any of the Subsidiaries or any of their respective assets are bound, or any
      judgment, order or decree, or any law, rule or regulation to which their assets
      are subject, (ii) result in the creation of, or give any party the right to
      create, any lien upon any of the assets of Kunming or any of the Subsidiaries,
      (iii) terminate or give any parry the right to terminate, amend, abandon or
      refuse to perform any material agreement, arrangement or commitment to which
      Kunming is a party or by which Kunming or any of its assets are bound, or (iv)
      accelerate or modify, or give any party the right to accelerate or modify,
      the
      time within which, or the terms under which Kunming is to perform any duties
      or
      obligations or receive any rights or benefits under any material agreement,
      arrangement or commitment to which it is a party.

     

    3.3    Capitalization.
      Except
      as set forth herein, all of the outstanding shares of Kunming are duly
      authorized, validly issued, fully paid and nonassessable, and have not been
      or,
      with respect to Kunming Shares, will not be transferred in violation of any
      rights of third parties. The Kunming Shares are not subject

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    to
      any
      preemptive or subscription right, any voting trust agreement or other contract,
      agreement, arrangement, option, warrant, call, commitment or other right of
      any
      character obligating or entitling Kunming to issue, sell, redeem or repurchase
      any of its securities, and there is no outstanding security of any kind
      convertible into or exchangeable for Common Stock. All of the Kunming Shares
      are
      owned of record and beneficially by the Seller free and clear of any liens,
      claims, encumbrances, or restrictions of any kind.

     

    3.4    Taxes.
      Kunming
      has filed all returns and reports which were required to be filed on or prior
      to
      the date hereof, and has paid all Taxes (and any related penalties, fines and
      interest) which have become due pursuant to such returns or reports or pursuant
      to any assessment which has become payable, or, to the extent its liability
      for
      any Taxes (and any related penalties, fines and interest) has not been fully
      discharged, the same have been properly reflected as a liability on the books
      and records of Kunming and adequate reserves therefore have been established.
      All such returns and reports filed on or prior to the date hereof have been.
      properly prepared and are true, correct (and to the extent such returns reflect
      judgments made by Kunming such judgments were reasonable under the
      circumstances) and complete in all material respects. Except as indicated in
      3.4
      of the Disclosure Schedule, no extension for the filing of any such return
      or
      report is currently in effect. Except as indicated in Item 3.4 of the Disclosure
      Schedule, no tax return or tax return liability of Kunming has been audited
      or,
      presently under audit. All taxes and any penalties, fines and interest which
      have been asserted to be payable as a result of any audits have been paid.
      Except as indicated in Item 3.4 of the Disclosure Schedule, Kunming has not
      given or been requested to give waivers of any statute of limitations relating
      to the payment of any Taxes (or any related penalties, fines and interest).
      There are no claims pending for past due Taxes. Except as indicated in Item
      3.4
      of the Disclosure Statement, all payments for withholding taxes, unemployment
      insurance and other amounts required to be paid for periods prior to the date
      hereof to any governmental authority in respect of employment obligations of
      Kunming have been paid or shall be paid prior to the Closing and have been
      duly
      provided for on the books and records of Kunming and in the Kunming Financial
      Statements.

     

    3.5    Compliance
      with Law.
      Kunming
      and the Subsidiaries are conducting their respective businesses in material
      compliance with all applicable law, ordinance, rule, regulation, court or
      administrative order, decree or process, or any requirement of insurance
      carriers material to its business. Neither Kunming nor any Subsidiary has
      received any notice of violation or claimed violation of any such law,
      ordinance, rule, regulation, order, decree, process or requirement.

     

    3.6    Litigation.

     

    (a)    There
      is
      no claim, dispute, action, suit, proceeding or investigation pending or
      threatened, against or affecting Kunming or any of the Subsidiaries or
      challenging the validity or propriety of the transactions contemplated by this
      Agreement, at law or in equity or admiralty or before any federal, state, local,
      foreign or other governmental authority, board, agency, commission or
      instrumentality, has any such claim, dispute, action, suit, proceeding or
      investigation been pending or threatened, during the 12 month period preceding
      the date hereof;

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b)    there
      is
      no outstanding judgment, order, writ, ruling, injunction, stipulation or decree
      of any court, arbitrator or federal, state, local, foreign or other governmental
      authority, board, agency, commission or instrumentality, against or materially
      affecting Kunming or any of the Subsidiaries; and 

     

    (c)    neither
      Kunming nor any of the Subsidiaries has received any written or verbal inquiry
      from any federal, state, local, foreign or other governmental authority, board,
      agency, commission or instrumentality concerning the possible violation of
      any
      law, rule or regulation or any matter disclosed in respect of its
      business.

     

    ARTICLE
      IV

    REPRESENTATION
      AND WARRANTIES OF THE SELLER

     

    Seller
      represents and warrants to the Company that now and/or as of the
      Closing:

     

    4.1    Title
      to Shares.
      Seller
      is the legal and beneficial owner of the Kunming Shares to be transferred to
      the
      Company by such Seller, and upon consummation of the exchange contemplated
      herein, the Company will acquire from Seller good and marketable title to the
      Kunming Shares, free and clear of all liens excepting only such restrictions
      upon future transfers by the Company, if any, as maybe imposed by applicable
      law.

     

    4.2    Due
      Authorization.
      Seller
      has all requisite power and authority to execute and deliver this Agreement,
      and
      to consummate the transactions contemplated hereby and thereby. This Agreement
      constitutes the valid and binding obligation of Seller, enforceable against
      Seller in accordance with its terms, except as may be affected by bankruptcy,
      insolvency, moratoria or other similar laws affecting the enforcement of
      creditors’ rights generally and subject to the qualification that the
      availability of equitable remedies is subject to the discretion of the court
      before which any proceeding therefore may be brought.

     

    4.3    Purchase
      for Investment.

     

    (a)    Seller
      is
      acquiring the Company Shares for investment for Seller’s own account and not as
      a nominee or agent, and not with a view to the resale or distribution of any
      part thereof, and such Seller has no present intention of selling, granting
      any
      participation in, or otherwise distributing the same. Each Seller further
      represents that he does not have any contract, undertaking, agreement or
      arrangement with any person to sell, transfer or grant participation to such
      person or to any third person, with respect to any of the Company
      Shares.

     

    (b)    Seller
      understands that the Company Shares are not registered under the Securities
      Exchange Act of 1933, as amended (the “Act”) on the ground that the sale and the
      issuance of securities hereunder is exempt from registration under the Act
      pursuant to Section 4(2) thereof, and that the Company’s reliance on such
      exemption is predicated on Seller’s representations set forth herein. Seller is
      an “accredited investor” as that term is defined in Rule 501(a) of Regulation D
      under the Act.

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    4.4    Investment
      Experience.
      Seller
      acknowledges that it can bear the economic risk of its investment, and has
      such
      knowledge and experience in financial and business matters that it is capable
      of
      evaluating the merits and risks of the investment in the Company
      Shares.

     

    4.5    Information.
      The
      Seller has carefully reviewed such information as the Seller deemed necessary
      to
      evaluate an investment in the Company Shares. To the full satisfaction of the
      Seller, it has been furnished all materials that it has requested relating
      to
      the Company and the issuance of the Company Shares hereunder, and each Seller
      has been afforded the opportunity to ask questions of representatives of the
      Company to obtain any information necessary to verify the accuracy of any
      representations or information made or given to the Seller. Notwithstanding
      the
      foregoing, nothing herein shall derogate from or otherwise modify the
      representations and warranties of the Company set forth in this Agreement,
      on
      which the Seller has relied in making an exchange of the Kunming Shares for
      the
      Company Shares.

     

    4.6    Restricted
      Securities.
      Seller
      understands that the Company Shares may not be sold, transferred, or otherwise
      disposed of without registration under the Act or an exemption there from,
      and
      that in the absence of an effective registration statement covering the Company
      Shares or any available exemption from registration under the Act, the Company
      Shares must be held indefinitely. Seller is aware that the Company Shares may
      not be sold pursuant to Rule 144 promulgated under the Act unless all of the
      conditions of that Rule are met. Among the conditions for use of Rule 144 may
      be
      the availability of current information to the public about the
      Company.

     

    ARTICLE
      V

    COVENANTS

     

    5.1    Further
      Assurances.
      Each of
      the Parties shall use its reasonable commercial efforts to proceed promptly
      with
      the transactions contemplated herein, to fulfill the conditions precedent for
      such parry’s benefit or to cause the same to be fulfilled and to execute such
      further documents and other papers and perform such further acts as may be
      reasonably required or desirable to carry out the provisions of this Agreement
      and to consummate the transactions contemplated herein.

     

    ARTICLE
      VI

    DELIVERIES

     

    6.1    Items
      to
      be delivered to the Seller prior to or at Closing by the Company.

     

    (a)    Certificate
      of Incorporation and amendments thereto, By-laws and amendments thereto,
      certificate of good standing in the Company’s state of
      incorporation;

     

    (b)    all
      applicable schedules hereto;

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    (c)    all
      minutes and resolutions of board of director and shareholder meetings in
      possession of the Company;

     

    (d)    shareholder
      list;

     

    (e)    all
      financial statements and all tax returns in possession of the
      Company;

     

    (f)    resolution
      from the Company’s Board appointing the designees of the Seller to the Company’s
      Board of Directors;

     

    (g)    resolution
      from the Company’s Board, and if applicable, shareholder resolutions approving
      this transaction and authorizing the issuances of the shares
      hereto;

     

    (h)    letters
      of resignation from the Company’s current officers and directors to be effective
      upon Closing and after the appointments described in this section;

     

    (i)    certificates
      representing shares of the Company Shares issued in the denominations as set
      forth opposite the name of the Seller and/or its designees on Schedule
      I
      to this
      Agreement;

     

    (j)    any
      other
      document reasonably requested by the Seller that it deems necessary for the
      consummation of this transaction.

     

    6.2    Items
      to
      be delivered to the Company prior to or at Closing by Kunming and the
      Seller.

     

    (a)    all
      applicable schedules hereto;

     

    (b)    instructions
      from Kunming appointing its designees to the Company’s Board of
      Directors;

     

    (c)    share
      certificates and duly executed stock powers from the Seller transferring the
      Kunming Shares to the Company;

     

    (d)    resolutions
      from the Board of Directors of Kunming, if applicable, and shareholder
      resolutions approving the transactions contemplated hereby; and

     

    (e)    any
      other
      document reasonably requested by the Company that it deems necessary for the
      consummation of this transaction.

     

    ARTICLE
      VII

    CONDITIONS
      PRECEDENT

     

    7.1    Conditions
      Precedent to Closing.
      The
      obligations of the Parties under this Agreement shall be and are subject to
      fulfillment, prior to or at the Closing, of each of the following
      conditions:

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    (a)    That
      each
      of the representations and warranties of the Parties contained herein shall
      be
      true and correct at the time of the Closing date as if such representations
      and
      warranties were made at such time except for changes permitted or contemplated
      by this Agreement.

     

    (b)    That
      the
      Parties shall have performed or complied with all agreements, terms and
      conditions required by this Agreement to be performed or complied with by them
      prior to or at the time of the Closing; 

     

    (c)    The
      Company shall have cancelled 2,040,000 shares of Common Stock owned by the
      certain of its shareholders; 

     

    (d)    That
      the
      Company shall have engaged a public relations firm prior to Closing that is
      mutually acceptable to the Company and Kunming, and

     

    (e)    The
      Company shall have concluded an equity financing of at least $1,000,000 at
      the
      time of Closing (the “Equity Financing”).

     

    7.2    Conditions
      to Obligations of Seller.
      The
      obligations of Seller shall be subject to fulfillment prior to or at the
      Closing, of each of the following conditions:

     

    (a)    The
      Company shall have received all of the regulatory, shareholder and other third
      party consents, permits, approvals and authorizations necessary to consummate
      the transactions contemplated by this Agreement; and

     

    (b)    The
      Company shall have complied with Rule 14(f)(1) of the Exchange Act, if
      required.

     

    7.3    Conditions
      to Obligations of the Company.
      The
      obligations of the Company shall be subject to fulfillment at or prior to or
      at
      the Closing, of each of the following conditions:

     

    (a)    Kunming
      and the Seller shall have received all of the regulatory, shareholder and other
      third party consents, permits, approvals and authorizations necessary to
      consummate the transactions contemplated by this Agreement; and

     

    (b)    The
      Seller shall have delivered to the Company the share certificates and duly
      executed stock powers from the Seller transferring the Kunming Shares to the
      Company;

     

    ARTICLE
      VIII

    INDEMNIFICATION

     

    8.1    Indemnity
      of the Company.
      The
      Company agrees as to defend, indemnify and hold harmless the Seller from and
      against, and to reimburse the Seller with respect to, all liabilities, losses,
      costs and expenses, including, without limitation, reasonable attorneys' fees
      and disbursements (collectively the "Losses") asserted against or incurred
      by
      the Seller by reason of, arising out of, or in connection with any material
      breach of any representation or warranty contained in this Agreement made by
      the
      Company or in any document or certificate delivered by the Company pursuant
      to
      the provisions of this Agreement or in connection with the transactions
      contemplated thereby.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.2    Indemnity
      of the Seller.
      The
      Seller agrees to defend, indemnify and hold harmless the Company from and
      against, and to reimburse the Company with respect to, all losses, including,
      without limitation, reasonable attorneys' fees and disbursements, asserted
      against or incurred by the Company by reason of, arising out of, or in
      connection with any material breach of any representation or warranty contained
      in this Agreement and made by the Seller or in any document or certificate
      delivered by the Seller pursuant to the provisions of this Agreement or in
      connection with the transactions contemplated thereby, it being understood
      that
      the Seller shall have responsibility hereunder only for the representations
      and
      warranties made by the Seller.

     

    8.3    Indemnification
      Procedure.
      A party
      (an “Indemnified Party”) seeking indemnification shall give prompt notice to the
      other party (the “Indemnifying Party”) of any claim for indemnification arising
      under this Article VIII. The Indemnifying Party shall have the right to assume
      and to control the defense of any such claim with counsel reasonably acceptable
      to such Indemnified Party, at the Indemnifying Party’s own cost and expense,
      including the cost and expense of reasonable attorneys’ fees and disbursements
      in connection with such defense, in which event the Indemnifying Party shall
      not
      be obligated to pay the fees and disbursements of separate counsel for such
      in
      such action. In the event, however, that such Indemnified Party’s legal counsel
      shall determine that defenses may be available to such Indemnified Party that
      are different from or in addition to those available to the Indemnifying Party,
      in that there could reasonably be expected to be a conflict of interest if
      such
      Indemnifying Party and the Indemnified Party have common counsel in any such
      proceeding, or if the Indemnified Party has not assumed the defense of the
      action or proceedings, then such Indemnifying Party may employ separate counsel
      to represent or defend such Indemnified Party, and the Indemnifying Party shall
      pay the reasonable fees and disbursements of counsel for such Indemnified Party.
      No settlement of any such claim or payment in connection with any such
      settlement shall be made without the prior consent of the Indemnifying Parry
      which consent shall not be unreasonably withheld.

     

    ARTICLE
      IX

    TERMINATION

     

    9.1    Termination.
      This
      Agreement may be terminated at any time before or, at Closing, by:

     

    (a)    The
      mutual agreement of the Parties;

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    (b)    Any
      party
      if-

     

    (i)    Any
      provision of this Agreement applicable to a party shall be materially untrue
      or
      fail to be accomplished; or

     

    (ii)    Any
      legal
      proceeding shall have been instituted or shall be imminently threatening to
      delay, restrain or prevent the consummation of this Agreement;

     

    (c)    Upon
      termination of this Agreement for any reason, in accordance with the terms
      and
      conditions set forth in this paragraph, each said party shall bear all costs
      and
      expenses as each party has incurred.

     

    ARTICLE
      X

    COVENANTS
      SUBSEQUENT TO CLOSING

     

    10.1    Registration
      Rights.
      The
      Company shall file, within thirty (30) days after the Closing and at its
      expense, with the U.S. Securities and Exchange Commission (the “Commission”) a
      registration statement (the “Initial Registration Statement”) covering the
      resale of Common Shares held by those persons (and/or their designees) that
      are
      shareholders of the Company immediately prior to the Closing (“Pre-Existing
      Shareholders”), provided
      that,
      however, the Company shall not be required to register the Common Shares held
      by
      such shareholders who are affiliates of Westpark Capital (“Westpark
      Affiliates”), as specified in Item 10.1 of the Disclosure Schedules, who shall
      instead receive registration rights to require the Company to file a
      registration statement (the “Second Registration Statement”) to register their
      Common Shares within ten (10) days following to the end of the six (6) month
      period that immediately follows the date on which the Company files Initial
      Registration Statement with the Commission. The Company shall enter into a
      Registration Rights Agreement acceptable to the Westpark Affiliates with respect
      to rights described in this Section 10.1. The Company shall also
      enter
      into a Registration Rights Agreement (which is subject to underwriter lock-ups)
      acceptable to FirstAlliance Financial Group, Inc. and Marvel International
      Limited with respect to rights described in this Section 10.1. In the event
      the
      Second Registration Statement is not timely filed to register the shares held
      by
      the Westpark Affiliates, FirstAlliance Financial Group, Inc. and Marvel
      International Limited, or if the Second Registration Statement is not timely
      declared effective by the Commission, as described in the Registration Rights
      Agreement, the Company shall issue to such holders penalty shares (the “Penalty
      Shares”) equal to one percent (1%) of the shares on a monthly basis until the
      Second Registration Statement is filed with or declared effective by the
      Commission, as applicable. However, no Penalty Shares shall be due to the
      Westpark Affiliates, FirstAlliance Financial Group, Inc. and Marvel
      International Limited if the Company is using best efforts to cause the Second
      Registration Statement to be filed and declared effective in a timely
      manner. 

     

    10.2    AMEX
      Listing.
      The
      Company shall take reasonable efforts to cause the Company’s securities to be
      listed on the American Stock Exchange as soon as practicable after the
      Closing.

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    ARTICLE
      XI

    MISCELLANEOUS

     

    11.1    Survival
      of Representations, Warranties and Agreements.
      Each of
      the parties hereto is executing and carrying out the provisions of this
      Agreement in reliance upon the representations, warranties and covenants and
      agreements contained in this agreement or at the closing of the transactions
      herein provided for and not upon any investigation which it might have made
      or
      any representations, warranty, agreement, promise or information, written or
      oral, made by the other party or any other person other than as specifically
      set
      forth herein. Except as specifically set forth in this Agreement,
      representations and warranties and statements made by a party to in this
      Agreement or in any document or certificate delivered pursuant hereto shall
      not
      survive the Closing Date, and no claims made by virtue of such representations,
      warranties, agreements and covenants shall be made or commenced by any party
      hereto from and after the Closing Date. 

     

    11.2    Access
      to Books and Records.
      During
      the course of this transaction through Closing, each party agrees to make
      available for inspection all corporate books, records and assets, and otherwise
      afford to each other and their respective representatives, reasonable access
      to
      all documentation and other information concerning the business, financial
      and
      legal conditions of each other for the purpose of conducting a due diligence
      investigation thereof. Such due diligence investigation shall be for the purpose
      of satisfying each party as to the business, financial and legal condition
      of
      each other for the purpose of determining the desirability of consummating
      the
      proposed transaction. The Parties further agree to keep confidential and not
      use
      for their own benefit, except in accordance with this Agreement any information
      or documentation obtained in connection with any such
      investigation.

     

    11.3    Further
      Assurances.
      If, at
      any time after the Closing, the parties shall consider or be advised that any
      further deeds, assignments or assurances in law or that any other things are
      necessary, desirable or proper to complete the merger in accordance with the
      terms of this agreement or to vest, perfect or confirm, of record or otherwise,
      the title to any property or rights of the parties hereto, the Parties agree
      that their proper officers and directors shall execute and deliver all such
      proper deeds, assignments and assurances in law and do all things necessary,
      desirable or proper to vest, perfect or confirm title to such property or rights
      and otherwise to carry out the purpose of this Agreement, and that the proper
      officers and directors the parties are fully authorized to take any and all
      such
      action.

     

    11.4    Notice.
      All
      communications, notices, requests, consents or demands given or required under
      this Agreement shall be in writing and shall be deemed to have been duly given
      when delivered to, or received by prepaid registered or certified mail or
      recognized. overnight courier addressed to, or upon receipt of a facsimile
      sent
      to, the party for whom intended, as follows, or to such other

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    address
      or facsimile number as may be furnished by such party by notice in the
manner
      provided herein:

     

    Attention:

    


    If
      to the
      Seller and Kunming:

    


    Kungming
      Shenghuo Pharmaceutical (Group) Co., Ltd.

    No.
      2,
      Jing You Road

    Kungming
      National Economy & Technology Developing District

    P.R.C.

    Attn:
      Mr.
      Lan Gui Hua

    Telecopy
      No.: 0871-728-2620

    


    With
      a
      copy to:

    


    Kirkpatrick
      & Lockhart Nicholson Graham LLP

    10100
      Santa Monica Blvd., Seventh Floor

    Los
      Angeles, California 90067

    Attn:
      Thomas J. Poletti, Esq.

    Telecopy
      No.: (310) 552-5001

    


    If
      to the
      Company:

    


    SRKP
      8,
      Inc.

    1900
      Avenue of the Stars, Suite 310

    Los
      Angeles, CA 90067

    Attention:
      Richard Rappaport 

    Telecopy
      No.: (310) 843-9304

    


    11.5    Entire
      Agreement.
      This
      Agreement, the Disclosure Schedules and any instruments and agreements to be
      executed pursuant to this Agreement, sets forth the entire understanding of
      the
      parties hereto with respect to its subject matter, merges and supersedes all
      prior and contemporaneous understandings with respect to its subject matter
      and
      may not be waived or modified, in whole or in part, except by a writing signed
      by each of the parties hereto. No waiver of any provision of this Agreement
      in
      any instance shall be deemed to be a waiver of the same or any other provision
      in any other instance. Failure of any party to enforce any provision of this
      Agreement shall not be construed as a waiver of its rights under such
      provision.

     

    11.6    Successors
      and Assigns.
      This
      Agreement shall be binding upon, enforceable against and inure to the benefit
      of, the parties hereto and their respective heirs, administrators, executors,
      personal representatives, successors and assigns, and nothing herein is intended
      to confer any right, remedy or benefit

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    upon
      any
      other person. This Agreement may not be assigned by any party hereto except
      with
      the prior written consent of the other parties, which consent shall not be
      unreasonably withheld.

     

    11.7    Governing
      Law.
      This
      Agreement shall in all respects be governed by and construed in accordance
      with
      the laws of the State of Delaware are applicable to agreements made and fully
      to
      be performed in such state, without giving effect to conflicts of law
      principles.

     

    11.8    Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    11.9    Construction.
      Headings contained in this Agreement are for convenience only and shall not
      be
      used in the interpretation of this Agreement. References herein to Articles,
      Sections and Exhibits are to the articles, sections and exhibits, respectively,
      of this Agreement. The Disclosure Schedule is hereby incorporated herein by
      reference and made a part of this Agreement. As used herein, the singular
      includes the plural, and the masculine, feminine and neuter gender each includes
      the others where the context so indicates.

     

    11.10    Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, this Agreement shall be interpreted and enforceable
      as
      if such provision were severed or limited, but only to the extent necessary
      to
      render such provision and this Agreement enforceable.

     

    [SIGNATURE
      PAGE TO FOLLOW]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has executed this Agreement as
      of
      the date first set forth above.

    


     

    


    SRKP
      8, INC.

     

    By:
      /s/
      Richard Rappaport

    Name:
      Richard Rappaport

    Title:
      President

    


    


    KUNMING
      SHENGHUO PHARMACEUTICAL (GROUP) CO., LTD.

     

    By:
      /s/
      Lan Gui Hua

    Name:
      Lan
      Gui Hua

    Title:
      Chairman of Director

    


    


    LAN’S
      INT’L MEDICINE INVESTMENT CO., LIMITED

     

    By:
      /s/
      Lan Gui Hua

    Name:
      Lan
      Gui Hua

    Title:
      President

    


    Witness:

    


    
      	
              First
                Alliance Financial Group, Inc. 

               

               

              By:_____________________________

              Name:

              Title:
                

            	
              WestPark
                Capital Inc.

               

               

              By:
                /s/
                Richard Rappaport

              Name:
                Richard Rappaport

              Title:
                Chief Executive Officer

            


    

    

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    SCHEDULE
      I

    


    
      	
              Name

            	 	
              Number
                of

              Company
                Shares

            	 
	
              Lan’s
                Int’l Medicine Investment Co., Limited

            	 	 	
              15,801,500

            	 
	
              FirstAlliance
                Financial Group, Inc.

            	 	 	
              464,750

            	 
	
              Marvel
                International Limited

            	 	 	
              557,700

            	 
	
              Total:

            	 	 	
              16,823,950

            	 


    

    


    

      
        
           

        

        
           

          
            

          

        

        
           

        

      

ITEM
      3.1

    SUBSIDIARIES

    


    
      	
              Subsidiary
                Name

            	
              Percentage
                Owned by Kunming

            	
              Other
                Shareholders and Holdings

            	
              Total
                Percentage

            
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    ITEM
      10

    WESTPARK
      AFFILIATES

    


    


    Richard
      Rappaport

    Anthony
      C. Pintsopoulos 

    

      
        
           

        

        
           

          
            

          

        

        
           

          
            


             

          

        

      

TABLE
      OF CONTENTS

     

    Page

    
      	 	 
	
              ARTICLE
                I THE EXCHANGE

            	
              1

            
	
              1.1

            	
              The
                Exchange

            	
              1

            
	
              1.2

            	
              Time
                and Place of Closing

            	
              1

            
	
              1.3

            	
              Effective
                Time

            	
              2

            
	
              1.4

            	
              Tax
                Consequences

            	
              2

            
	 	 
	
              ARTICLE
                II REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            	
              2

            
	
              2.1

            	
              Due
                Organization and Qualification; Due Authorization.

            	
              2

            
	
              2.2

            	
              No
                Conflicts or Defaults

            	
              2

            
	
              2.3

            	
              Capitalization

            	
              3

            
	
              2.4

            	
              Financial
                Statements

            	
              3

            
	
              2.5

            	
              No
                Assets or Liabilities

            	
              3

            
	
              2.6

            	
              Taxes

            	
              3

            
	
              2.7

            	
              Indebtedness;
                Contracts; No Defaults

            	
              4

            
	
              2.8

            	
              Real.
                Property

            	
              4

            
	
              2.9

            	
              Compliance
                with Law

            	
              4

            
	
              2.10

            	
              Permits
                and Licenses

            	
              4

            
	
              2.11

            	
              Litigation

            	
              4

            
	
              2.12

            	
              Insurance

            	
              4

            
	
              2.13

            	
              Patents;
                Trademarks and Intellectual Property Rights

            	
              5

            
	
              2.14

            	
              Securities
                Law Compliance

            	
              5

            
	 	 
	
              ARTICLE
                III REPRESENTATIONS AND WARRANTIES OF KUNMING

            	
              5

            
	
              3.1

            	
              Due
                Organization and Qualification; Subsidiaries, Due
                Authorization.

            	
              5

            
	
              3.2

            	
              No
                Conflicts or Defaults

            	
              5

            
	
              3.3

            	
              Capitalization

            	
              6

            
	
              3.4

            	
              Taxes

            	
              6

            
	
              3.5

            	
              Compliance
                with Law

            	
              7

            
	
              3.6

            	
              Litigation.

            	
              7

            
	 	 
	
              ARTICLE
                IV REPRESENTATION AND WARRANTIES OF THE SELLER

            	
              7

            
	
              4.1

            	
              Title
                to Shares

            	
              7

            
	
              4.2

            	
              Due
                Authorization

            	
              7

            
	
              4.3

            	
              Purchase
                for Investment.

            	
              7

            
	
              4.4

            	
              Investment
                Experience

            	
              8

            
	
              4.5

            	
              Information

            	
              8

            
	
              4.6

            	
              Restricted
                Securities

            	
              8

            
	 	 
	
              ARTICLE
                V COVENANTS

            	
              8

            
	
              5.1

            	
              Further
                Assurances

            	
              8

            
	
               

            	 	 
	
              ARTICLE
                VI DELIVERIES

            	
              9

            
	
              6.1

            	
              Items
                to be delivered to the Seller prior to or at Closing by the
                Company.

            	
              9

            
	
              6.2

            	
              Items
                to be delivered to the Company prior to or at Closing by Kunming
                and the
                Seller.

            	
              9

            
	 	 
	
              ARTICLE
                VII CONDITIONS PRECEDENT

            	
              10

            
	
              7.1

            	
              Conditions
                Precedent to Closing

            	
              10

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.2

            	
              Conditions
                to Obligations of Seller

            	
              10

            
	
              7.3

            	
              Conditions
                to Obligations of the Company

            	
              10

            
	 	 
	
              ARTICLE
                VIII INDEMNIFICATION

            	
              11

            
	
              8.1

            	
              Indemnity
                of the Company

            	
              11

            
	
              8.2

            	
              Indemnity
                of the Seller

            	
              11

            
	
              8.3

            	
              Indemnification
                Procedure

            	
              11

            
	 	 
	
              ARTICLE
                IX TERMINATION

            	
              11

            
	
              9.1

            	
              Termination

            	
              11

            
	 	 
	
              ARTICLE
                X COVENANTS SUBSEQUENT TO CLOSING

            	
              12

            
	
              10.1

            	
              Registration
                Rights

            	
              12

            
	
              10.2

            	
              AMEX
                Listing

            	
              12

            
	 	 
	
              ARTICLE
                XI MISCELLANEOUS

            	
              12

            
	
              11.1

            	
              Survival
                of Representations, Warranties and Agreements

            	
              13

            
	
              11.2

            	
              Access
                to Books and Records

            	
              13

            
	
              11.3

            	
              Further
                Assurances

            	
              13

            
	
              11.4

            	
              Notice

            	
              13

            
	
              11.5

            	
              Entire
                Agreement

            	
              14

            
	
              11.6

            	
              Successors
                and Assigns

            	
              14

            
	
              11.7

            	
              Governing
                Law

            	
              14

            
	
              11.8

            	
              Counterparts

            	
              14

            
	
              11.9

            	
              Construction

            	
              14

            
	
              11.10

            	
              Severability

            	
              15