ASSET
      PURCHASE AGREEMENT

     

    ASSET
      PURCHASE AGREEMENT dated as of February 28, 2007 (this "Agreement") by and
      among
      Harbin Renhuang Pharmaceuticals Co, Ltd., (the "Buyer") a corporation
      incorporated in the Peoples Republic of China, “PRC”, and Zhongfa Industrial
      Group Yerui Pharmaceutical Co., Ltd., (the “Seller’) a corporation incorporated
      in the Peoples Republic of China, “PRC (the "Seller") (Buyer and Seller are each
      hereinafter individually referred to as a "Party" and collectively as the
      "Parties"). 

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Seller is engaged in the business of extracting, producing and packaging
      nutraceutical and related products in and under the name of Qingyang Extracting
      Factory, located at Central Plaza, Changjiang Road, Yanshou Town, Heilongjiang
      Province, 150090, P. R. China, (the "Business");

    


    WHEREAS,
      Mr. Cuilian Zhu ("Zhu") is the sole shareholder of the Seller and the Seller
      is
      wholly-owned and controlled by Zhu;

    


    WHEREAS,
      upon the terms and subject to the conditions set forth in this Agreement, the
      Buyer desires to purchase from the Seller and the Seller desires to sell to
      the
      Buyer, the Transferred Assets (as hereinafter defined) of the Seller comprising
      the Business, as more particularly described herein, in consideration for the
      payments from the Buyer as set forth herein;

    


    WHEREAS,
      the Buyer does not intend to assume any liabilities of the Seller of any nature
      whatsoever (other than as specifically set forth herein), whether related to
      the
      Business, the Transferred Assets or otherwise; and

    


    WHEREAS,
      to induce the Buyer to proceed with the transactions described in this
      Agreement, Seller and Zhu are prepared to make certain representations,
      warranties and covenants to Buyer, and to provide certain rights of
      indemnification to Buyer; and

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements set forth
      herein, and for other good and valuable consideration the receipt and adequacy
      of which is hereby acknowledged, and intending to be legally bound hereby,
      the
      Parties hereto agree as follows:

    


    


    ARTICLE
      I.

    PURCHASE
      AND SALE OF TRANSFERRED ASSETS

    AND
      ASSUMPTION OF LIABILITIES

    


    Section
      1.1. Purchase and Sale of Transferred Assets. Upon the terms and subject to
      the
      conditions of this Agreement, at the Closing the Seller shall sell, transfer,
      convey, assign and deliver free and clear of Encumbrances to Buyer, and Buyer
      shall purchase, acquire and accept from Seller on the Closing Date (as defined
      herein), all of the Seller's right, title and interest in and to all of the
      assets, properties, contracts and rights, whether tangible or intangible, as
      specified below, whether accrued, contingent or otherwise, and wherever located,
      that are used or held for use in connection with the Business, as the same
      may
      exist on the Closing Date (as defined herein) (collectively, the "Transferred
      Assets"): 

    


    (a)
      all
      inventories, consisting of raw materials, work in process and finished goods,
      supplies and similar tangible assets of the Seller related to the
      Business;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b)
      all
      right, title and interest of the Seller in and to the customer purchase orders
      of Seller relating to the Business entered into or issued prior to the Closing
      Date;

    


    (c)
      all
      notes and trade and other accounts receivable arising from goods shipped by
      Seller on and after the Closing Date;

    


    (d)
      the
      corporate name of the Seller and all names under which the Seller is doing
      business or has conducted business;

    


    (e)
      all
      patents, trade secrets, trademarks, inventions, processes, procedures, research
      records, market surveys, copyrights, service marks, trade names and know-how
      and
      other intellectual property relating to the Business ("Intellectual Property"),
      wherever located, of the Seller and all registrations and applications for
      registrations of any of the foregoing, and all claims against third parties
      for
      infringement of the Intellectual Property rights;

    


    (f)
      the
      unused brochures, literature, advertising, catalogues, photographs, display
      materials, media materials, packaging materials and other similar items which
      have been produced by or for the Seller;

    


    (g)
      the
      equipment used by Seller in the Business;

    


    (h)
      all
      customer lists and customer records in any form (and all software related to
      any
      such customer records, to the extent transferable), whether of past or present
      customers or potential future customers, of the Business;

    


    (i)
      such
      manufacturers' guarantees and warranties, if any, relating to the Business
      as
      may be in force at the Closing Date in favor of the Seller and the benefit
      of
      any claims against such manufacturers relating to the Business (including
      without limitation any claim for breach of the manufacturers' guarantees and
      warranties);

    


    (j)
      all
      goodwill of the Seller in the Business ("Goodwill"); 

     

    (k)
      all
      books, records, manuals, standard operating procedures, correspondence, customer
      relation information and any other confidential or proprietary information
      pertaining to the Business; and

    


    (l)
      all
      certifications, franchises, approvals, permits, licenses, orders, registrations,
      certificates, variances and other similar permits or rights, if any, obtained
      from any Governmental Entity or professional or trade organization utilized
      in
      operating the Business and all pending applications therefore.

    


    Section
      1.2. Assumption of Liabilities; Excluded Liabilities.

    


    (a)
      Subject to the terms and conditions of this Agreement, the Buyer agrees to
      assume and pay the Promissory Note with the Agriculture Bank of China, Loan
      No.
      230131111 in the principal amount of RMB 1,090,000 and accrued interest in
      the
      amount of approximately RMB 230,000 on the Closing Date, hereinafter referred
      to
      as the Assumed Liabilities. 

    


    (b)
      It is
      expressly agreed and understood that Buyer shall not assume or be bound by
      any
      liabilities of the Seller, Zhu or the Business of any kind or nature, known,
      unknown, accrued, absolute, contingent, recorded or unrecorded or otherwise,
      whether now existing or hereafter arising (the “Excluded Liabilities") other
      than the assumption of the bank loan as described in Section 1.2(a), the (the
      “Assumed Liabilities”). Without limitation of the foregoing, Buyer is not
      assuming any other liabilities or obligations that are not Assumed Liabilities.
      All responsibility with respect to any other liabilities, hereinafter referred
      to as Excluded Liabilities shall remain with the Seller and Zhu. The assumption
      of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights
      of
      third parties under any arrangements or understanding with Buyer, Seller or
      Zhu
      or any of their respective affiliates or subsidiaries, as
      applicable.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    c)
      Except
      for the Assumed Liabilities, the Buyer shall not assume or be bound by any
      obligations or liabilities of Seller, Zhu, or any Affiliate of Seller or Zhu
      of
      any kind or nature, known, unknown, accrued, absolute, contingent or otherwise,
      whether now existing or hereafter arising. 

    


    d)
      Seller
      shall be solely (as between Seller and the Buyer) responsible for and pay any
      and all debts, losses, damages, obligations, liens, assessments, judgments,
      fines, disposal and other costs and expenses, liabilities and claims, including,
      without limitation, interest, penalties and fees of counsel and experts, as
      the
      same are incurred, of every kind or nature whatsoever (all the foregoing being
      a
      "Claim" or the "Claims"), made by or owed to any person to the extent any of
      the
      foregoing relates to (i) the assets of the Seller not transferred hereunder
      or
      (ii) the operations and assets of the Business arising in connection with or
      on
      the basis of events, acts, omissions, conditions, or any other state of facts
      occurring or existing prior to or on the Closing Date.

    


    (e)
      Buyer
      shall be solely (as between the Buyer and Seller) responsible for and pay any
      and all Claims made by or owed to any Person to the extent they relate to (i)
      the Assumed Liabilities or (ii) the operations and assets (including the Assets)
      of the Buyer's business after the Closing Date, in each case, to the extent
      they
      arise in connection with or on the basis of events, acts, omissions, conditions
      or any other state of facts occurring or existing solely after the Closing
      Date.

    


    Section
      1.3. Purchase Price. Subject to the other provisions of this Agreement, the
      purchase price for the Transferred Assets shall be payable as set forth
      below:

     

    (a)
      On
      the Closing Date, Buyer shall make a cash payment to Seller of RMB
      2,415,000;

    


    (b)
      On
      the Closing Date, Buyer shall assume Loan with the Agricultural Bank of China,
      Loan No. 230131111 with principal RMB 1,090,000 and approximately RMB 230,000
      in
      accrued interest as of the  Closing
      Date.

     

    (c)
      On
      the Closing Date, Seller shall pay any and all municipal, county, state and
      federal sales and documentary transfer taxes, impositions, liens, leases,
      assessments and similar charges if any, in connection with the transaction
      contemplated by this Agreement. 

    


    Section
      1.4. Closing; Closing Date. Unless this Agreement shall have been terminated
      and
      the transactions shall have been abandoned, and subject to the fulfillment
      or
      waiver of the conditions set forth in Articles IV and V of this Agreement,
      the
      closing of the purchase and sale provided for in this Agreement (herein called
      the "Closing") shall be held at the offices of Renhuang No.
      281,
      Taiping Road, Taiping District, Harbin,
      Heilongjiang Province, 150050, P. R. China, on the date hereof, or a date which
      is expected to be on or within five (5) business days of the execution of this
      Agreement, or such other location, date and time as to which the parties may
      agree (such date and time being referred to herein as the "Closing
      Date").

    


    Section
      1.5. Items to be delivered at the Closing by Seller. At the Closing, Seller
      shall deliver or cause to be delivered to the Buyer:

    


    (a)
      All
      such other instruments of assignment, transfer or conveyance as, in the
      reasonable opinion of Buyer and its counsel, shall be necessary to vest in
      Buyer, good, valid and marketable title to the Transferred Assets, subject
      to no
      Encumbrances and to put Buyer in actual possession or control of the Transferred
      Assets.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b)
      A
      payoff letter from Agricultural bank of China and any other documentation
      relating to the release of all security interests as necessary.

    


    (c)
      Acceptance documents from the Agriculture Bank of China that loan No. 230131111
      has been transferred to the Buyer including a Release Letter that the Seller
      has
      been released from its loan obligation related to the same loan. 

     

    Section
      1.6. Items to be Delivered at the Closing by Buyer. At the Closing, Buyer shall
      deliver:

    


    (a)
      To
      the Seller, a copy of the resolutions of Buyer, certified by its authorized
      officer, authorizing the execution, delivery and performance of this Agreement
      and all the transactions contemplated hereby.

    


    (b)
      The
      cash payment required by Section 1.3(a)

    


    


    ARTICLE
      II.

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

    


    Seller
      hereby represents and warrants to and for the benefit of the Buyer, as of the
      date hereof, as follows:

    


    Section
      2.1. Organization and Qualifications. Seller is a corporation duly formed,
      validly existing and in good standing under the laws of the Peoples Republic
      of
      China with all requisite corporate or other power and authority to own, operate
      or lease its Transferred Assets and to carry on its business as currently
      conducted. Seller is duly qualified or licensed to conduct business as a foreign
      corporation and is in good standing in each jurisdiction where the nature of
      its
      business or the ownership, operation or leasing of its properties requires
      such
      qualification or licensing. The copies of the certificate of incorporation
      and
      bylaws of the Seller, as heretofore made available to Buyer, are correct and
      complete in all respects.

    


    Section
      2.2. Authority; Binding Obligation. Seller has the requisite authority and
      power
      to enter into, execute and deliver this Agreement and each agreement,
      certificate document and instrument to be executed and delivered by Seller
      pursuant to this Agreement and to perform its respective obligations hereunder.
      The execution, delivery and performance by Seller of this Agreement and each
      such other agreement, document and instrument have been duly authorized by
      all
      necessary corporate action of Seller. This Agreement has been duly executed
      and
      delivered by the Seller and constitutes a valid and binding obligation of Seller
      enforceable in accordance with its terms hereof and each of the Seller Documents
      constitutes, or when executed and delivered will constitute, valid and binding
      obligations of Seller enforceable in accordance with their terms.

    


    Section
      2.3. No Conflict; Required Consents. The execution, delivery and performance
      by
      Seller of this Agreement and the Seller Documents, the fulfillment of and
      compliance with the terms and provisions hereof and thereof and the consummation
      by the Seller of the transactions contemplated hereby and thereby, do not and
      will not conflict with or result in any violation by the Seller, under any
      provisions of or result in acceleration, termination, cancellation or
      modification of, or constitute a default under: (i) the certificate or articles
      of incorporation, bylaws or similar governing documents of the Seller; (ii)
      any
      material note, bond, mortgage, indenture, deed of trust, license, franchise,
      permit, concession, contract, lease, agreement, or other material instrument,
      obligation or agreement of any kind relating to the Business to which the Seller
      is a party or by which Seller, or any of the Transferred Assets, may be bound
      or
      affected; (iii) any Requirements of Law; or (vi) any Governmental Entity. Nor
      shall such execution, delivery or performance result in the creation or
      imposition of any Encumbrance of any nature whatsoever upon the Business or
      Transferred Assets or require any filing with, or permit, authorization, consent
      or approval of, a Governmental Entity or other Person.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      2.4. Compliance.

    


    (a)
      With
      regards to the Business and the Transferred Assets, neither Seller nor any
      of
      its respective employees or agents has in the last three years been given notice
      of, or been charged with, any material violation of, any law, order, regulation,
      ordinance or judgment of any Governmental Entity, including laws relating to
      wages, hours, safety and health, equal employment opportunity, withholding,
      unemployment compensation, workers compensation and employee privacy, nor,
      to
      the best of Seller's knowledge, is Seller in violation of same.

    


    (b)
      Seller has all permits, licenses and franchises, if applicable and material,
      from Governmental entities necessary to conduct the Business as currently
      conducted, including all business, telecommunication and other permits, if
      any,
      from Governmental Entities and is in full compliance with the terms thereof.
      No
      material violations have been reported in respect of such permits, licenses
      and
      franchises, nor, to the best of Seller's knowledge do any exist. 

    


    Section
      2.5. No Subsidiaries. Seller is wholly owned by its sole shareholder, Zhu.
      The
      Business is wholly owned by Seller. Other than the Business subject to this
      Agreement, neither the Seller nor Zhu owns, of record or beneficially, or
      controls, directly or indirectly, any capital stock, securities convertible
      into
      capital stock or any other equity interest in any corporation, association
      or
      business entity that is engaged in the Business or that owns any of the
      Transferred Assets of the Business, nor is the Seller nor Zhu, directly or
      indirectly, a participant in any joint venture, partnership or other
      non-corporate entity that is engaged in the Business or that owns any of the
      Transferred Assets of the Business. 

    


    Section
      2.6. Absence of Liabilities. Seller, has no material Indebtedness or Liabilities
      of any nature, whether accrued, absolute, contingent or otherwise, whether
      due
      or to become due and whether or not the amount thereof is readily ascertainable,
      that are not reflected as a Liability in the Financial Statements except for
      Liabilities incurred by the Seller in the ordinary course of conducting the
      Business consistent with past practices which are not otherwise prohibited
      by,
      in violation of or which will result in a breach of the representations,
      warranties and covenants of the Seller contained in this Agreement.

    


    Section
      2.7. Title to Transferred Assets and Condition of Inventory. The Seller has
      good
      and valid title to all of the Transferred Assets, free and clear of any lien,
      charge or other encumbrance. The Transferred Assets are in good condition and
      have no material defects which would interfere with, or materially detract
      from
      the value or impair the use of the Transferred Assets subject thereto and,
      except for certain equipment, are sufficient to conduct, the Business as
      presently conducted or to be conducted by the Buyer after the date of this
      Agreement assuming the Business is operated in a manner consistent with past
      practices. To the best Knowledge of Seller, all inventory of the Seller relating
      to the Business, including but not limited to raw materials, consists of a
      quality and quantity usable in the ordinary course of business. 

    


    Section
      2.8. Products Liability. Neither the Seller nor any insurance company or other
      third party acting on their behalf has, in the preceding five years, paid any
      amount or damages to any third party for deaths of or injuries to persons or
      damage to property, or for breach of warranty arising out of any alleged defect
      in quality, materials, workmanship or design of any of the products sold or
      services performed by the Seller relating to the Business. There is no material
      claim nor has there been a material claim against Seller concerning any product
      manufactured, shipped, sold or delivered by Seller which is pending or, to
      the
      knowledge of Seller, threatened, which alleges the occurrence of any bodily
      injury or other adverse health condition resulting from either an alleged
      failure to warn as to the manufacture or materials of any such product, or
      an
      alleged breach of implied warranties or representations made with respect to
      any
      such product. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      2.9. Environmental Laws. The Seller is in compliance with all Environmental
      Laws
      known by the Seller to be applicable to the Real Property owned or leased by
      the
      Seller, except where the failure to comply would not have a material adverse
      effect on the Business or the transactions contemplated hereby or result in
      liability to Buyer (a "Material Adverse Effect"). The Seller has no liability
      under any Environmental Law which, individually or in the aggregate, would
      have
      a Material Adverse Effect.

    


    Section
      2.10. Financial Statements. Seller has delivered to the Buyer a copy of the
      following financial statements: 

    


    (a)
      the
      balance sheet and related statements of operations of the Business for the
      fiscal years ending on December 31,2005 and December 31, 2004 audited pursuant
      to Chinese GAAP; and

    


    (b)
      the
      interim unaudited balance sheet as of June 30, 2006 and the related statements
      of operations of the Business for the period then ended (the "Interim
      Financials"). 

    


    (c)
      Except for the transactions contemplated by this Agreement, since June 30,
      2006,
      the Seller has conducted the Business only in the ordinary course of business
      consistent with past practice and there has not been any of the following,
      but
      solely insofar as they relate to the Business or the Transferred Assets: (i)
      any
      material damage, destruction or loss, whether or not covered by insurance;
      (ii)
      any mortgage or pledge of any of the Business' property or Transferred Assets,
      tangible or intangible (except in connection with Seller's financings); (iii)
      any sale, transfer, lease or disposal of material Transferred Assets or any
      Intellectual Property or incurrence, assumption, cancellation or compromise
      of
      any Indebtedness or claim (other than accounts receivable compromised in the
      ordinary course of business consistent with its past practice), or waiver or
      release of any right; (iv) receipt of any notice or threat of termination of
      any
      material purchase order; (v) cancelled or compromised any debt or claim, or
      waived or released any right of material value; (vi) any material change in
      any
      method of accounting or auditing practice; (vii) entered into any transaction
      other than in the ordinary course of business; (viii) made any acquisition
      of
      any material assets or become involved in any other material transaction, other
      than for fair value in the ordinary course of business; or (ix) agreed to do
      any
      of the foregoing other than pursuant hereto.

    


    Section
      2.11. Taxes.

    


    (a)
      All
      Chinese, and applicable foreign Tax Returns, if any, of the Seller relating
      to
      the Business or the Transferred Assets for all periods which end prior to or
      which include the Closing Date that were required to be filed on or before
      the
      Closing Date have been filed on a timely basis in accordance with the Applicable
      Law of each applicable Governmental Entity, and all such Tax Returns are true,
      correct and complete. The Seller shall timely file or cause to be filed all
      Tax
      Returns of the Seller relating to the Business or the Transferred Assets
      including Tax Returns relating to the sale contemplated by this Agreement,
      that
      relate to periods including the Closing Date but that are required to be filed
      after the Closing Date, and all such Tax Returns shall, be true, correct and
      complete when filed. 

    


    (b)
      Seller has paid all Taxes relating to the Business or the Transferred Assets
      that have become due for all periods which end prior to the Closing Date,
      including all Taxes reflected on the Tax Returns referred to in this Section
      2.11, or set forth in any written assessment, proposed assessment or notice,
      either formal or informal, received by the Seller that are being contested
      in
      good faith and as to which adequate reserves have been provided. All Taxes
      that
      the Seller is or was required by law to withhold or collect with respect to
      the
      Business or the Transferred Assets have been duly withheld or collected and,
      to
      the extent required, have been paid to the appropriate governmental authority
      in
      all material respects. There are no Liens with respect to Taxes on the
      Transferred Assets.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      2.12. Labor Relations. There are no collective bargaining or other labor union
      agreements relating to the Business to which Seller is a party.

    


    Section
      2.13. There are no claims of any employee of the Seller seeking legal recourse
      against the Seller
      or
      any of its Affiliates or subsidiaries with regards to the Business, and, to
      the
      Seller's Knowledge, there have been no threats of legal actions. No employee
      affiliated with the Business who has been terminated by the Seller (or will
      be
      terminated by the Seller as a result of the transactions contemplated hereby)
      is
      entitled to any severance, termination allowance or similar payments as a result
      of their termination.

    


    Section
      2.14. There is no material claim, counterclaim, action, suit, order, proceeding
      or investigation pending or, to Seller's knowledge, threatened against, probable
      of assertion against or affecting Seller with respect to the Business or the
      Transferred Assets or any of the employees, agents or directors affiliated
      with
      the Business, or relating to the transactions contemplated hereby, before any
      court, agency, regulatory, administrative or other governmental body or officer
      or before any arbitrator; nor, to the knowledge of the Seller, is there any
      reasonable basis for any such claim, action, suit, proceeding or governmental,
      administrative or regulatory investigation. Seller is not directly subject
      to or
      materially affected by any order, judgment, decree or ruling of any court or
      governmental agency with respect to the Business. The Seller has not received
      any written opinion or memorandum of legal advice from legal counsel to the
      effect that it is exposed to any liability which may be materially adverse
      to
      the Business or the Transferred Assets. Seller is not engaged in any material
      legal action to recover monies due it or for damages sustained by it with
      respect to the Business. 

    


    Section
      2.15. Insurance. Seller confirms it have had adequate insurance policies
      maintained for the benefit of the Business or protection of the Transferred
      Assets, up until the day of Close.

    


    Section
      2.16. Transactions With Interested Persons. Zhu does not directly or indirectly
      own, on an individual or joint basis, any material interest in, nor does he
      serve as an officer or director or in another similar capacity of, any
      competitor, distributor or supplier of Seller relating to the Business or any
      organization which has a contract or arrangement with Seller relating to the
      Business. Except for Zhu's interest as a shareholder, no officer, management
      employee or director of Seller or any of their respective spouses or family
      members (collectively, "Related Parties") has any right to the Business or
      the
      Transferred Assets.

    


    Section
      2.17. Assigned Receivables. No receivables for goods shipped or otherwise has
      been assigned or is a part to this transaction;

    


    Section
      2.18. Copies of Documents. Seller has made available for inspection and copying
      by the Buyer complete and correct copies of all documents as requested by
      Buyer.

    


    Section
      2.19. Disclosure. None of the representations or warranties of Seller contained
      in this Agreement and in the certificates, exhibits and schedules delivered
      by
      Seller pursuant to this Agreement contain any untrue statement of a material
      fact, or omit to state a material fact necessary in order to prevent such
      representations and warranties from being misleading in light of the
      circumstances under which they were made, the best of Seller's knowledge,
      provided, however, that any disclosure made by Seller or contained in the Seller
      Disclosure Schedule shall be deemed made under this Agreement for all intents
      and purposes, irrespective of the section number or other designation thereof
      contained in the Seller Disclosure Schedule.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      2.20. Broker Fees. No broker or finder is entitled to any brokerage fees,
      commission or finders' fee in connection with the transactions contemplated
      by
      this Agreement or any other agreement contemplated hereby.

    


    Section
      2.21. Intellectual Property; Seller Name. Seller has no registered patents,
      trademarks or copyrights. 

    


    


    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      hereby makes the following representations and warranties to Seller and
      Zhu:

    


    Section
      3.1. Organization of the Buyer. Buyer is duly organized, validly existing and
      in
      good standing under the laws of the Peoples Republic of China.

    


    Section
      3.2. Authority; Binding Obligation. Buyer has the requisite authority and power
      to enter into, execute and deliver this Agreement and each agreement, document
      and instrument to be executed and delivered by the Buyer pursuant to this
      Agreement (the "Buyer Documents") and to perform its obligations hereunder.
      The
      execution, delivery and performance by the Buyer of this Agreement and each such
      other agreement, document and instrument have been duly authorized by all
      necessary action of the Buyer. This Agreement has been duly executed and
      delivered by the Buyer and each of the Buyer Documents constitutes, or when
      executed and delivered will constitute, valid and binding obligations of the
      Buyer, as the case may be, enforceable in accordance with their
      terms.

    


    Section
      3.3. No Conflict; Required Consents. The execution, delivery and performance
      by
      the Buyer of this Agreement and the Buyer Documents, the fulfillment of and
      compliance with the terms and provisions hereof and thereof and the consummation
      by the Buyer of the transactions contemplated hereby and thereby, do not and
      will not: (i) conflict with, or violate or result in any violation pursuant
      to
      any provision of, the Certificate of Incorporation or By-Laws of the Buyer,
      as
      the case may be; (ii) conflict with, result in any material breach of, or
      constitute a material default (or an event that with notice or lapse of time
      or
      both would become a default) or result in the termination or acceleration under
      any material agreement to which the Buyer is a party or by which the Buyer
      may
      be bound or notification to, any Person not a party to this
      Agreement.

    


    Section
      3.4. Broker Fees. No broker or finder is entitled to any brokerage fees,
      commission or finders' fee in connection with the transactions contemplated
      by
      this Agreement or any other agreement contemplated hereby.

    



    ARTICLE
      IV.

    COVENANTS

    


    Section
      4.1. Consummation of Agreement. The Parties hereto shall use their best efforts
      to perform and fulfill all conditions and obligations on its part to be
      performed and fulfilled under this Agreement, to the end that the transactions
      contemplated by this Agreement shall be fully carried out. Until the Closing
      or
      the termination of this Agreement, except as mutually agreed in writing by
      the
      Parties, neither the Buyer nor Zhu or any of their respective employees,
      subsidiaries, representatives or agents shall, directly or indirectly, solicit,
      encourage, initiate or induce the making of any inquiries or proposals for
      the
      acquisition of any of the Assets or the Business, or furnish information to,
      or
      engage in negotiations relating to the foregoing or otherwise cooperate in
      any
      way with, or accept any proposal relating to the foregoing from, any Person
      or
      group other than the Buyer and their respective officers, employees,
      representatives or agents, and the Seller and Zhu shall restrict any such
      employee, representative or agent from doing any of the foregoing.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      4.2. Ordinary Course of Business. Seller shall conduct the Business in the
      usual, regular and ordinary course in substantially the same manner as
      heretofore conducted and use commercially reasonable efforts to preserve the
      Assets and the Business, preserve relationships with customers, suppliers,
      franchisors, distributors and others having business dealings with it and keep
      available the services of their present officers and employees and maintain
      insurance currently in effect on the Transferred Assets, in each case in the
      ordinary course of business consistent with past practice. Seller will not
      take
      any action with the purpose of causing any of the conditions to the Buyer's
      obligations set forth in Article V hereof to not be satisfied.

    


    


    ARTICLE
      V.

    CONDITIONS
      OF CLOSING

    


    Section
      5.1. Conditions to the Obligations of the Buyer. The obligation of the Buyer
      to
      consummate this Agreement and the transactions contemplated hereby is subject
      to
      the fulfillment, prior to or at the Closing, of all of the following conditions
      precedent and the delivery of the following documents:

    


    (a)
      Representations; Warranties; Covenants. Each of the representations and
      warranties of Seller contained in Article II shall be true and correct in all
      material respects as though made on and as of the losing and Seller shall,
      on or
      before the Closing, have performed in all material respects all of its
      obligations hereunder which by the terms hereof are to be performed on or before
      the Closing.

    


    (b)
      Covenants. The covenants and agreements contained in this Agreement to be
      complied with by the Seller at or before the Closing shall have been complied
      with in all material respects.

    


    (d)
      Deliveries of Seller. All deliveries required to have been made by Seller under
      Section 1.5 at the Closing shall have been delivered.

    


    Section
      5.2. Conditions to Obligations of Seller. Seller's obligation to consummate
      this
      Agreement and the transactions contemplated hereby is subject to the
      fulfillment, prior to or at the Closing, of all of the following conditions
      precedent and the delivery of the following documents:

    


    (a)
      Representations; Warranties; Covenants. Each of the representations and
      warranties the Buyer contained in Article III shall be true and correct in
      all
      material respects as though made on and as of the Closing and; the Buyer shall,
      on or before the Closing, have performed in all material respects all of its
      obligations hereunder which by the terms hereof are to be performed on or before
      the Closing.

    


    (b)
      Covenants. The covenants and agreements contained in this Agreement to be
      complied with by the Buyer at or before the Closing shall have been complied
      with in all material respects.

    


    (d)
      Deliveries of Buyer. All deliveries required to have been made by Buyer under
      Section 1.3 and Section 1.6 at the Closing shall have been
      delivered.

    


    Section
      5.3. Conditions to Obligations of All Parties to Close. The respective
      obligations of each Party hereunder are subject to the satisfaction, at or
      before the Closing, of all of the conditions set out below.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (a)
      Absence of Litigation. There shall not have been issued and be in effect any
      preliminary or permanent injunction or other order of any court or tribunal
      of
      competent jurisdiction which (i) prohibits or makes illegal the purchase by
      the
      Buyer of the Assets, (ii) would require the divestiture by the Buyer of all
      or a
      material portion of the Assets, the Business or the assets of the Buyer as
      a
      result of the transactions contemplated hereby, or (iii) would impose
      limitations on the ability of the Buyer to effectively exercise full rights
      of
      ownership of the Assets, or of a material portion of the Business as a result
      of
      the transactions contemplated by this Agreement, nor (iv) under any applicable
      law which enjoins or otherwise materially impairs the consummation of the
      transactions contemplated by this Agreement

    


    Section
      5.4. No Injunction. On the Closing Date there shall be no effective injunction,
      writ, preliminary restraining order or any order of any nature issued by a
      court
      of competent jurisdiction directing that the transactions provided for herein
      or
      any of them not be consummated as so provided or imposing any conditions on
      the
      consummation of the transactions contemplated hereby which the Buyer deems
      unacceptable in its sole discretion.

    


    Section
      5.5. Lender's Consent. Each party shall have obtained the requisite consent
      from
      Agricultural Bank of China related to the assumptions of the loan as referred
      to
      in Section 1.2 (a) and 1.3 (b).

    


    


    ARTICLE
      VI.

    RIGHTS
      AND OBLIGATIONS SUBSEQUENT TO CLOSING

    


    Section
      6.1. Post-Closing Access. After the Closing, each Party shall provide to the
      other and its accountants and attorneys, for any reasonable legal or business
      purpose, including defending third party claims and preparing such tax returns
      as may be reasonably required after the Closing, copies of relevant

    portions
      of the books and records of Seller delivered to the Buyer under this Agreement
      and/or retained by Seller after the Closing.

    


    Section
      6.2. Survival of Warranties. With the sole exception of those covenants which
      are to be performed after the Closing which shall survive until a claim thereon
      is barred by the applicable statute of limitation, each representation and
      warranty contained herein or in any Seller Document or Buyer Document shall
      survive the execution and delivery of this Agreement and shall thereafter
      terminate and expire on the first anniversary of the date hereof. If written
      notice of a claim has been given prior to the expiration of the applicable
      representation or warranty, then such claim shall survive the expiration of
      the
      relevant representation, warranty, covenant or agreement until the final
      resolution of such claim.

    


    Section
      6.3. Collection of Accounts Receivable. The receivables of Seller are an
      Excluded Asset. Buyer agrees to use reasonable efforts to assist with the
      collection of accounts receivable of Seller arising for goods shipped prior
      to
      March 3, 2006 and to transfer the proceeds of such to Seller, in the weekly
      distribution next following receipt. Seller and Zhu each agree to cooperate
      with
      Buyer in connection with such collections. Seller and Zhu on the one hand,
      and
      Buyer on the other hand shall coordinate with each other in regard to such
      collections or otherwise commencing any action to collect same. 

    


    Section
      6.4. No Distribution to Seller Shareholder. Seller agrees that no shareholder
      distributions or payments of any kind will be made to Zhu unless and until
      all
      creditors of Seller have been paid in full or sufficient reserves have been
      set
      aside for the payment of Seller's creditors.

    


    Section
      6.5. Confidentiality. Seller agrees that, after the Closing has been
      consummated, Seller and its officers, directors, agents, representatives and
      employees and affiliates (collectively, its "Representatives") will hold in
      strict confidence, and will not distribute or make available, any confidential
      or proprietary data or information that is used in connection with or related
      to
      the Business, except:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (a)
      information which, as of the date hereof, is published or otherwise generally
      available to the public;

    


    (b)
      information which after the date hereof becomes available to the public other
      than through an act or omission of Seller, Zhu or their Representatives which
      is
      in violation of the provisions hereof;

    


    (c)
      information rightfully acquired from a third party which did not obtain such
      information under a pledge of confidentiality;

    


    (d)
      information which is developed by the disclosing Party independently of the
      relationship established by this Agreement;

    


    (e)
      information which is compelled to be disclosed by legal process, in which case
      Seller and Zhu shall notify Buyer as soon as practicable after it becomes aware
      of such requirement, and shall cooperate with Buyer in obtaining a protective
      order; or

    


    (f)
      information which is required to be disclosed to the Securities and Exchange
      Commission of the United States, Seller’s auditors or to be in compliance with
      any and all rules and regulations in the Peoples Republic of China or the Untied
      States of America.

    


    Section
      6.6. Compliance. Each Party shall use its best efforts to take or cause to
      be
      taken, all action and do or cause to be done all things necessary, proper or
      advisable to consummate the transactions contemplated by this Agreement,
      including, without limitation, to obtain all consents, approvals and
      authorization of third parties, and to make all filings with and give all
      notices to third parties which may be necessary or required to be obtained
      by it
      in order to effectuate the transactions contemplated hereby and to otherwise
      comply and fulfill such Party's obligations hereunder and thereunder.


    


    Section
      6.7. Further Assurances.

    


    (a)
      Each
      Party shall, from time to time on being reasonably required to do so by the
      other Party, now or at any time in the future, do or procure the doing of all
      such acts and/or execute or procure the execution of all such documents in
      a
      form reasonably satisfactory to the other Party as the other Party may
      reasonably consider necessary for giving full effect to this Agreement and
      securing to the other Party the full benefit of the rights, powers and remedies
      conferred upon the other Party in this Agreement.

    


    (b)
      Seller shall promptly transfer or deliver to the Buyer any of the Transferred
      Assets or proceeds thereof delivered to, or retained or received by, Seller
      after the Closing Date.

    


    


    ARTICLE
      VII.

    TERMINATION

    


    Section
      7.1. Right to Terminate. Notwithstanding anything to the contrary set forth
      in
      this Agreement, if the Closing does not occur on the date hereof, this Agreement
      may be terminated and the transactions contemplated herein abandoned at any
      time
      prior to the Closing:

    


    (a)
      by
      mutual written consent of the Seller and Buyer hereto;

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b)
      by
      either the Buyer or the Seller if the Closing shall not have occurred by March
      15, 2007; provided, however, that the right to terminate this Agreement under
      this Section 7.1(b) shall not be available to any Party whose failure to fulfill
      any obligation under this Agreement has been the cause of, or resulted in,
      the
      failure of the Closing Date to occur on or before such date;

    


    (c)
      by
      the Seller if the Buyer (i) breaches its representations and warranties, (ii)
      fails to comply with any of its covenants or agreements contained herein, or
      (iii) if any of the conditions to closing set forth inSection 5.2 are not
      satisfied or capable of being satisfied on or before March 15, 2007;
      or

    


    (d)
      by
      the Buyer if the Seller (i) breaches its representations and warranties, (ii)
      fails to comply with any of its covenants or agreements contained herein, or
      (iii) if any of the conditions to closing set forth in Section 5.1 are not
      satisfied or capable of being satisfied on or before March 15,
      2007.

    


    Section
      7.2. Obligations to Cease. If this Agreement is terminated pursuant to Section
      7.1 hereof, all rights and obligations of the Parties under this Agreement
      shall
      thereafter terminate and there shall be no liability of any party hereto to
      any
      other Party except (x) for the obligations set forth in Sections 9.1 hereof
      and
      (y) if such termination was pursuant to Section 7.1(c) or 7.1(d), the
      terminating Party shall have all legal remedies available to it with respect
      to
      such termination. Termination of this Agreement pursuant to

    Section
      7.1 shall not, however, limit or impair any remedies that the terminating Party
      may have with respect to a breach or default by the other Party prior to the
      date of termination of its representations, warranties, covenants or agreements
      or obligations under this Agreement.

    


    


    ARTICLE
      VIII.

    INDEMNIFICATION

    


    Section
      8.1. Indemnification of Seller. Buyer shall, from and after the Closing, defend
      and promptly indemnify and hold harmless Seller and Zhu, each of their
      Affiliates, and each of their respective stockholders, members, partners,
      directors, officers, managers, employees, agents, attorneys and representatives
      (collectively the "Seller Indemnified Parties"), from, against, for, and in
      respect of and pay any and all Losses, suffered or incurred by any such party
      and which may arise out of or result from (i) any breach of any representation,
      warranty, covenant or agreement of Buyer contained in this Agreement or in
      any
      other Buyer Documents, (ii) the Assumed Liabilities or (iii) any breach or
      failure of observance or performance of any covenant, agreement or commitment
      made by the Buyer hereunder or under any document or instrument relating hereto
      or executed pursuant hereto, (iv) any claim, other than for Excluded
      Liabilities, arising out of the operation by Buyer of the Business and any
      of
      the Transferred Assets subsequent to the Closing Date; or (v) the enforcement
      by
      any Seller Indemnified Party of any of its rights under this Section 8.1 or
      any
      other covenants contained in this Agreement or any other Buyer
      Document.

    


    Section
      8.2. Indemnification of the Buyer. Seller shall, from and after the Closing,
      defend, indemnify, and hold harmless the Buyer, and its officers, directors,
      stockholders and Affiliates (collectively "Buyer Indemnified Parties") from,
      against, for and in respect of and pay any and all Losses suffered, sustained,
      incurred or required to be paid by Buyer Indemnified Parties by reason of (i)
      any and all obligations and liabilities of Seller, other than obligations
      arising and required to be performed under the Assumed Liabilities
      after the Closing; (ii) any breach of any representation, warranty, covenant
      or
      agreement of Seller contained in this Agreement or any other Seller Document,
      (iii) the enforcement by any Buyer Indemnified Party of any of its rights under
      this Section 8.2 or any other indemnification covenant contained in this
      Agreement or any other Seller Document, (iv) any claims, suits, actions,
      complaints, allegations or demands which have been or may be brought against
      either Seller or the Buyer, or any of its Affiliates and any of their respective
      officers, directors, employees or agents.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      8.3. Notice to Indemnifying Party. Any party (the "Indemnified Party") seeking
      indemnification pursuant to this Agreement shall promptly give the party from
      whom such indemnification is sought (the "Indemnifying Party") written notice
      of
      the matter with respect to which indemnification is being sought, which notice
      shall specify in reasonable detail, if known, the amount or an estimate of
      the
      amount of the liability arising therefrom and the basis of the claim or
      indemnification obligation. Such notice shall be a condition precedent to any
      liability of the Indemnifying Party for indemnification hereunder, but the
      failure of the Indemnified Party to give such prompt notice shall not adversely
      affect the Indemnified Party's right to indemnification hereunder except, and
      only to the extent that, in the case of a claim made by a third party, the
      defense of that claim is materially prejudice by such failure.

    


    Section
      8.4. Limitations Upon Indemnification.

    


    (a)
      Invoices. Any request for indemnification of specific costs shall include
      invoices and supporting documents containing reasonably detailed information
      about the Losses for which indemnification is being sought.

    


    


    ARTICLE
      IX.

    MISCELLANEOUS

    


    Section
      9.1. Fees and Expenses. Except as otherwise provided in this Agreement, each
      Party will bear its own direct expenses incurred in connection with the
      negotiation and preparation of this Agreement and the other Seller Documents
      and
      Buyer Documents, as the case may be, and the consummation and performance of
      the
      transactions contemplated by herein and therein. Except as otherwise provided
      in
      this Agreement in the event that a dispute should arise between the parties
      to
      this Agreement, the prevailing party shall be entitled to reimbursement of
      its
      reasonable attorneys' fees and expenses (including court costs).

    


    Section
      9.2. Notices. All notices and other communications hereunder shall be in writing
      and shall be deemed to have been given if delivered personally, overnight
      courier, or certified, registered or express mail, postage prepaid as
      follows:

    


    
      	To
              Buyer:	
              Renhuang
                Pharmaceuticals, Inc.

            


    

    No.
      281,
      Taiping Road, Taiping District,

    Harbin,
      Heilongjiang Province, 150050, P. R. China 

    Attention:
      Mr. Shaoming Li

    


    


    
      	To
              Seller:	
              Zhongfa
                Industrial Group Yerui Pharmaceutical Co.,
                Ltd

            


    

    Address:
      Room 25E, Central Plaza, Changjiang Road, 

    Yanshou
      Town, Heilongjiang Province, 150090, P. R. China

    Attention:
      Cuilian Zhu 

    


    Any
      notice given hereunder may be given on behalf of any Party by his counsel or
      other authorized representatives. The address of any Party may be changed on
      notice to the other Party duly served in accordance with the foregoing
      provisions.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      9.3. Governing Law; Forum; Process. This Agreement shall be construed in
      accordance with, and governed by, the laws of the State of New York as applied
      to contracts made and to be performed entirely in the State of New York without
      regard to principles of conflicts of law. Each of the parties hereto hereby
      irrevocably and unconditionally submits to the exclusive jurisdiction of any
      competent court of the City and State of New York for purposes of any suit,
      action or other proceeding arising out of this Agreement (and agrees not to
      commence any action, suit or proceedings relating hereto except in such courts).
      Each of the parties hereto agrees that service of any process, summons, notice
      or document by U.S. registered mail at its address set forth herein shall be
      effective service of process for any action, suit or proceeding brought against
      it in any such court. Each of the parties hereto hereby irrevocably and
      unconditionally waives any objection to the laying of venue of any action,
      suit
      or proceeding arising out of this Agreement, which is brought by or against
      it,
      in any competent court in the City and State of New York and hereby further
      irrevocably and unconditionally waives and agrees not to plead or claim in
      any
      such court that any such action, suit or proceeding brought in any such court
      has been brought in an inconvenient forum.

    


    Section
      9.4. Entire Agreement. This Agreement is the complete, final and exclusive
      agreement among the Parties with respect to the purchase of the Transferred
      Assets and the related transactions and are intended to supersede all previous
      negotiations, commitments and writings agreements and representations, written
      or oral, with respect thereto and may not be contracted by evidence of any
      such
      prior or contemporaneous agreement, understanding or representations, whether
      written of oral.

    


    Section
      9.5. Assignability; Binding Effect. This Agreement may not be assigned by Seller
      or Zhu without the prior written consent of Buyer. Buyer may, in its discretion,
      transfer and assign this Agreement to an Affiliate or to a successor of Buyer
      by
      merger or sale of assets. This Agreement and the rights, covenants, conditions
      and obligations of the respective parties hereto and any instrument or agreement
      executed pursuant hereto shall be binding upon and enforceable by, and shall
      inure to the benefit of, the Parties hereto and their respective heirs,
      successors and permitted assigns and legal representatives.

    


    Section
      9.6. Execution in Counterparts. For the convenience of the Parties and to
      facilitate execution, this Agreement may be executed in two (2) or more
      counterparts, each of which shall be deemed an original, but all of which shall
      constitute one and the same document. In making proof of this Agreement, it
      shall not be necessary to produce or account for more than one counterpart
      evidencing execution by each party hereto. Delivery of a telecopied version
      of
      one or more signatures on this Agreement shall be deemed adequate delivery
      for
      purposes of this Agreement. Delivery of a facsimile version of one or more
      signatures to this Agreement shall be deemed adequate delivery for purposes
      of
      this Agreement.

    


    Section
      9.7. Amendments. This Agreement may not be amended or modified, nor may
      compliance with any condition or covenant set forth herein be waived, except
      by
      a writing duly and validly executed by each Party hereto. Whenever this
      Agreement requires or permits a waiver or consent by or on behalf of any Party
      hereto, such waiver or consent shall be given in writing.

    


    Section
      9.8. Agreement to Continue in Full Force. This Agreement shall, insofar as
      it
      remains to be performed, continue in full force and effect notwithstanding
      Closing.

    


    Section
      9.9. Severability. In the event that any one or more of the provisions contained
      in this Agreement, or the application thereof in any circumstances, is held
      invalid, illegal or unenforceable in any respect for any reason, the validity,
      legality and enforceability of any such provision in every other respect and
      of
      the remaining provisions contained in this Agreement shall not be in any way
      impaired thereby, it being intended that all of the rights and privileges of
      the
      Parties hereto shall be enforceable to the fullest extent permitted by
      law.

    


    Section
      9.10. Section Headings. The Section headings of this Agreement are for
      convenience of reference only and shall not be deemed to alter or affect any
      provision hereof.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Section
      9.11. Gender and Tenure. Where the context or construction requires, all words
      applied in the plural shall be deemed to have been used in the singular, and
      vice versa; the masculine shall include the feminine and neuter, and vice versa;
      and the present tense shall include the past and future tense and vice versa.
      

    


    Section
      9.12. Third-Party Rights. Nothing in this Agreement, whether express or implied,
      is intended to confer rights or remedies under or by reason of this Agreement
      on
      any Persons other than the parties to it, each Indemnified Party and their
      respective successors and assigns, nor is anything in this Agreement intended
      to
      relieve or discharge the obligation or liability of any third Persons to any
      party to this Agreement, nor shall any provisions give any third Persons any
      right of subrogations over or action against any party to this
      Agreement.

    


    Section
      9.13. Construction. The language in all parts of this Agreement shall in all
      cases be construed simply, accurately to its fair meaning, and not strictly
      for
      our against any of the parties hereto, without limitation, there shall be no
      presumption against any party on the ground that such party was responsible
      for
      drafting this Agreement or any part thereof, and any rule of law, or any legal
      decision that would require interpretation of any claimed ambiguities in this
      Agreement against the party that drafted it has no application and is expressly
      waived.

    


    Section
      9.14. Other Interpretive Provisions. References in this Agreement to "Articles,"
      "Sections," "Exhibits" and "Schedules," shall be to the Articles, Sections,
      Exhibits and Schedules of this Agreement, unless otherwise specifically
      provided; any of the terms defined in this Agreement may, unless the context
      otherwise
      requires, be used in the singular or the plural and in any gender depending
      on
      the reference; the words "herein", "hereof" and "hereunder" and words of similar
      import, when used in this Agreement, shall refer to this Agreement as a whole
      and not to any particular provision of this Agreement, and except as otherwise
      specified in this Agreement, all references in this Agreement (i) to any Person
      shall be deemed to include such Person's permitted heirs, personal
      representatives successors and permitted assigns; and (ii) to any agreement,
      any
      document or any other written instrument shall be a reference to such agreement,
      document or instrument together with all exhibits, schedules, attachments and
      appendices thereto, and in each case as amended restated, supplemented or
      otherwise modified from time to time in accordance with the terms thereof,
      and
      (iii) to any law, statute or regulation shall be deemed references to such
      law
      statute or regulation as the same may be supplemented amended, consolidated,
      superseded or modified from time to time.

     

    


    


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    IN
      WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
      respective names by their respective officers duly authorized, as of the date
      first written above.

    


    Renhuang
      Pharmaceuticals, Inc.

    


    


    
      	
              /s/
                Shaoming
                Li                                                    
                

            	
              Date:
                February 28, 2007

            
	
              Name:
                Shaoming Li

            	 
	
              Title:
                Chairman, President and CEO

            	 


    

    


    



    Zhongfa
      Industrial Group Yerui Pharmaceutical Co., Ltd.

    


     

    
      	
              /s/
                Cuilian
                Zhu                                                    
                

            	
              Date:
                February 28, 2007

            
	
              Name:
                Cuilian Zhu

            	 
	
              Title:
                Chairman