Proxy Agreement


                          Proxy Agreement

                         (English Version)




This Proxy Agreement (the "Agreement") is entered into as of December 

20, 2006, between the following  parties:




PARTY A: Longdan International Inc.

Legal Address: Renaissance Trust Ltd, Solomon Building, P. O. Box 636, 

Main Street, Charlestown, Nevis.  




PARTY B: Hubei Longdan Biological Medicine Technology Co. Ltd.

Legal Address: Floor 21, Jiangtian Building, No. 586 Wuluo Road, 

Wuchang District, Wuhan, Hubei, China, 430070.                  




PARTY C: The Chairman and each of the Shareholders who collectively own

(a)

100% of the Class A of the Common stocks;

(b)

Part of the Class B of the Common Stocks;

(c)

Part of the Class C of the Common stocks;

and those shareholders represent majority of the voting power

and registered capital in Party B.

 

WHEREAS, Party A is a business company incorporated under the laws of 

Nevis;

  

WHEREAS, Party B is a company with exclusively domestic capital 

registered in the People's Republic of China, and is engaged in the 

business of Chinese medicine development, manufacturing, sale and 

pharmacy management distribution network;




WHEREAS, Part A has entered a series of agreements, collectively the 

"Main Agreements", which include "Exclusive Consult and Services 

Agreement", "Operating Agreement" and "Equity Pledge Agreement", and 

"Exclusive Option Agreement", with Part B, or Part B and Part B's 

shareholders together, concurrently with this Agreement;




WHEREAS, Party A, Part B and Part C agree to further clarify issues 

relative to the exercise of voting power over the registered capital of 

Party B occupied and held by Party C pursuant to provisions of this 

Agreement.




NOW THEREFORE, Party A, Part B and Part C through negotiations hereby 

agree as follows through mutual negotiations: 




1.

Authorization of Voting Power

     

     1.1 Party C (Chairman and each shareholder) hereby irrevocably 

authorizes Party A , or any of Party A's designees ("Designee") to 

undertake and exercise all of his voting rights as a shareholder of 

Party B pursuant to the laws of the People's Republic of China (PRC) and 

the company documents of Party B ("Authorized Rights") for the period 

specified in Article 3  hereunder. The Authorized Rights include, but are 

not limited to: 

     

     (a) Fully represent of such shares in all cases. 




     (b) Make attendance of the shareholder meetings, and execution of 

the voting power of such shares of Party B either in person or by proxy. 






 

     (c) Appoint the Party B's directors.




     1.2 Party A approves the authorization involved in Article 1.1, 

and may from time to time establish and amend rules to govern how Part 

A shall exercise such Authorized Rights in the names of Party C 

according to the provisions of this Agreement.




     1.3 Party B recognizes and approves this Authorized Rights, and 

shall not take any effects or act in any manner inconsistent with the 

provisions of this Agreement.




     1.4 All Parties hereby acknowledge that, regardless of any change 

with the equity interests of Part B, the authorization involved in 

Article 1.1 will keep consistently.




     1.5 Party C agrees that, upon the request of Party A at any time 

and from time to time, it will execute any and all further 

documentation including, without limitation, powers of attorney, voting 

rights authorizations and/or proxies, to enable Party A to exercise the 

Authorized Rights granted to it hereunder at any meeting of the holders 

of Party B's registered capital, and to further take any and all 

actions necessary for Party A to exercise the Authorized Rights 

hereunder.




2.   Obligations Separate




The Chairman and the Shareholders hereby acknowledge that the 

obligations of the Chairman and the Shareholders under this Agreement 

are separate, and if one such party shall no longer be a shareholder of 

the Company, the obligations of the other party shall remain intact.




3.   Effective Date And Term




This Agreement shall come into effect as of the date first present 

above. The term of this Agreement shall be twenty (20) years and may be 

extended by the written agreement among the Parties upon the expiration 

of this Agreement, Party A may elect to renew this authorization for an 

additional twenty (20) year period after the initial term hereof or any 

renewal term.




4.   Termination

     

During the initial or any renewal term of this Agreement, Party B shall 

not elect to terminate this Agreement. Notwithstanding the above 

stipulation, Party A shall have the right to terminate this Agreement 

with or without any reason at any time by definitely giving Party B a 

written notice thirty days prior to the termination.




5. This Agreement shall be governed by, and construed in accordance with the laws of the People's Republic of China. 




6.   Language 




This Agreement has been written in both Chinese and English, and only 

executed in Chinese. This Agreement is executed in three originals and 

each Party holds one original. Each original has the same legal effect. 






This Agreement may also be executed in two or more counterparts, which 

together shall constitute a single agreement. This Agreement and any 

documents relating to it may be executed and transmitted to any other 

party by facsimile, which facsimile shall be deemed to be, and utilized 

in all respects as, an original, wet-inked document and with the same 

legal effect as an original.




7.    Amendments and Supplementary Agreements 




     Parties may negotiate and enter any amendments of this Agreement, 

or supplementary agreements on matters not agreed upon herein. Any 

amendments of this Agreement, or supplementary agreements shall be 

valid only when made in writing and signed by all parties. Any 

amendments of this Agreement, or supplementary contracts have equal 

effect as this Agreement.




8.    No Payment




     Party A shall not receive any payment for exercising the 

Authorized Rights hereunder.

























                         (Signature Pages Follow)





























































































                 Signature Pages










IN WITNESS WHEREOF the Part A, Part B and Part C hereto have caused 

this Agreement to be duly executed on their behalf by a duly authorized 

representative as of the date first written above.
















Party A :  Longdan International Inc.

          

By: /s/ Zhilin Zhang 

Zhilin Zhang

Chairman







Party B:  Hubei Longdan Biological Medicine Technology Co. Ltd.

          

By: /s/ Zhilin Zhang 

Zhilin Zhang

Chairman







Chairman:




By: /s/ Zhilin Zhang 

Zhilin Zhang





































(Shareholders Signature Pages Follow)
















































   Signature Pages For Shareholders