Exhibit 10.1


     

    Exhibit
      10.1

     

     

    
 

    Import-Export
      Agent Executive Agreement

    Between
      Suining Yinfa DAR Industrial Co., located at 188 Xishan Road, Suining, Sichuan,
      and Korean DongUi Cosmetics Co., located at Magellan Bldg #400, 156-2,
      DongkyodongôMapogu,
      Seoul, Korea

     

    


    This
      agreement is signed by the following persons on 5 March, 2007:

     

    1.  Suining
      Yinfa DAR Industrial Co. (“Yinfa” for short)

    2.  Korean
      DongUi Cosmetics Co. (“DongUi” for short)

    


    Given

    


    The
      cooperation intent between Yinfa and DongUi, Yinfa wishes DongUi to provide
      services as an agent of Dahurian
      Angelica Root
      (DAR)
      products sales and undertake the responding liabilities in consistent with
      the
      following terms, and meanwhile, DongUi would like to provide Yinfa with the
      services.

    


    Here,
      the two parties agree on the following terms and undertake the responding
      liabilities:

    


    1.  import-export
      agent goods and the services:

    1.1  import-export
      agent goods: the Chinese medicine material DAR planted, produced and processed
      in Suining, China, by Yinfa

    1.2  import-export
      agent scope: DongUi is the exclusive sales agent of DAR planted, produced and
      processed in Suining, China, by Yinfa, while Yinfa is the exclusive partner
      of
      DongUi in terms of Chinese medicine material import-export.

    1.3  agent
      services: Yinfa provides DongUi with the goods under the agreed criteria, and
      DongUi packs, promotes, and sells the goods within the agent scope.

    


    2.  agent
      term

    2.1
      the
      effective agent term is ten (10) years, from 5 March, 2007 to 4 March,
      2017

    2.2
      after
      the completion of the agreement, the agreement shall automatically extend three
      years without any objection from the two parties

    2.3
      during the execution of the agreement, Yinfa and DongUi agree to make orders
      for
      the next year in every December.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    3.  agent
      goods details

    3.1
      the
      DAR goods provided by Yinfa to DongUi include: DAR raw materials, DAR slices,
      DAR powder, processed products with DAR as the main raw materials (Bailing
      capsule raw material, Yishen capsule raw material)

    


    4.  earnest
      money

    4.1
      before 1 May, 2007, DongUi will pay Yinfa USü15000
      as
      the earnest money. If the agreement can not be executed due to DongUi, the
      earnest money shall not be paid back.

    


    5.  settle
      price

    5.1
      the
      following settle price is the executed price in 2007, which refers to CIF at
      Korean port Busan, excluding Korean port fees, import quotation fees, and
      package, transport and warehouse fees in Korea, etc., which shall be paid by
      DongUi:

    5.1.1
      DAR
      raw materials: USü3750/ton

    5.1.2
      DAR
      slices: USü5000/ton

    5.1.3
      DAR
      powder: USü10000/ton

    5.1.4
      Bailing capsule raw material: USü18.80/
      KG

    5.1.5
      Yishen capsule raw material: USü23.00/
      KG

    5.2
      Yinfa
      and DongUi agree that the above prices shall increase from 2008, and the
      increase margin of DAR raw materials price stated in term 5.1.1shall be no
      less
      than 10% every year, with the signed annual order between Yinfa and DongUi
      as
      the benchmark.

    


    6.
      order
      amount and settle method for 2007

    6.1
      DongUi orders DAR raw materials stated in term 5.1.1 in 2007 for 300 tons with
      the sales amount of USü1125000.
      DongUi agrees that Yinfa delivers the above goods in patches during 1 October,
      2007 and 31 December, 2007.

    6.2
      Yinfa
      agrees that DongUi pays half of the goods within two months after it receives
      the goods, and the rest half shall be paid as DongUi receives the next patch
      of
      goods.

    6.3
      DongUi pays the goods in USD cash.

    6.4
      DongUi promises that the order amount in 2008 and later shall exceed that in
      2007, and the specific quantity refers to the annual order contract signed
      by
      Yinfa and DongUi.

    


    7.
      products quality test criteria

    7.1
      products quality test criteria referred to in this agreement is that of China,
      and the criterion for DAR is GAP in China.

    


    8.
      Liabilities and duties of Yinfa

    8.1
      to
      complete the export and transport procedures of the goods

    8.2
      to
      present various Chinese test documents and certificates of the
      goods

    8.3
      to
      provide the components and how-to-use instruction of the goods

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    9.
      Liabilities and duties of DongUi

    9.1
      to
      know clearly the criteria stated in 7.1, to get the necessary import license
      and
      test evidence from Korean government, and to pay any necessary expense due
      to
      the differences between the Korean test criteria and the criteria stated above
      

    9.2
      to
      provide other conditions needed for the goods sale

    9.3
      to
      solve problems of transporting, warehousing and packaging of the goods in Korean
      territory

    


    10.
      Confidentiality

    10.1
      Yinfa and DongUi realize and admit that this agreement builds a confidential
      relationship between the two, and all, written or oral or in other manners,
      provided by the one side to the other is confidential, such as transactions,
      clients, finance, properties, operation manner, documents and other temporarily
      provided information. And the above all are uniformly called Confidential
      Information.

    10.2
      Yinfa and DongUi agree that either party shall not provide Confidential
      Information to others during or after the contracted period. And the two parties
      further agree that they shall promote their employees and distributors to obey
      this regulation.

    


    11.
      the
      whole contract

    11.1
      this
      contract contains all the two parties agree on and all they agree on as amended.
      This contract shall not be amended without any approval from the two
      parties.

    11.2
      the
      formal text of this contract is in Chinese only.

    


    12.
      delivery of letter of notice

    12.1
      any
      notice, request, order or other information (called Information in term 10)
      ruled in this contract shall be prepared both in Chinese and English and
      delivered to the specific persons or the offered newest address, fax or
      telephone numbers in the contract (unless notify the other different address,
      fax or telephone numbers in written).

    12.2
      the
      Information in 12.1 shall be regarded as fully delivered. When checking the
      delivery and/or receipts, it should be fully evident the Information has been
      delivered to the receiver’s address, or the proper address is contained on the
      envelope and it has been posted or delivered to the receiver’s address, or the
      Information has been delivered to the receiver through telegraph, fax or telex.
      If through telex, it is regarded as properly delivering when receiving the
      response signal from the receiver’s telex; if through fax, it is regarded as
      properly delivering when receiving the successful delivery report.

    12.3
      any
      content in term 10 shall not hinder delivering the Information or proving the
      delivery in any legal method.

    


    13.
      the
      applied laws and courts

    13.1
      Yinfa and DongUi agree to modify the applied laws and courts in the
      import-export agent intent contract signed by the two parties on 6 July, 2006,
      and execute the modified content in 13.2 in this contract.

    13.2
      this
      contract is regulated by Chinese laws, and explained by Chinese laws. The two
      parties shall go to China International Economic and Trade Arbitration
      Commission for arbitration for any disputes due to this contract or related
      to
      this contract. No sue to any court.

    


    Suining
      Yinfa DAR Industrial Co.

    


    By:______________
      

    Name:
      Lian
      Xiaojian

    Job
      titleæDirector/Vice
      Chairman of the Board/General Manager

    


    Korean
      DongUi Cosmetics Co.

    


    By:
      _________________

    Name:
      Harry
      Lee

    Job
      title: President

    Agreed
      and accepted on 5 March, 2007

     

     

    
      
        
        

      

      
        3