Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

                                      AMONG

                        CHARDAN CHINA ACQUISITION CORP.,
             DR. RICHARD D. PROPPER, KERRY PROPPER, JIANGNAN HUANG,
                      LI ZHANG, DAN BEHARRY, STEVEN URBACH,
                         STATE HARVEST HOLDINGS LIMITED,
                DR. HAN GENGCHEN, MR. YANG YASHENG, MR. YUAN LIANG,
               MS. ZHAO YUPING, MR. ZHANG WEIDONG, MR. CHEN WEICHENG,
               MS. BO LUXIA, MR. HUANG XILIN, and Mr. HUO QINGTAO

                             -----------------------

                           Dated: December _____ 2004

                             -----------------------

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I        THE ORIGIN STOCK PURCHASE.....................................2

   SECTION 1.01    Purchase and Sale...........................................2

   SECTION 1.02    Purchase Price..............................................2

   SECTION 1.03    Earn-Out Agreement..........................................4

   SECTION 1.04    Allocation of Purchase Price................................5

ARTICLE II       THE CLOSING...................................................5

   SECTION 2.01    The Closing.................................................5

   SECTION 2.02    Deliveries..................................................6

   SECTION 2.03    Additional Agreements.......................................6

   SECTION 2.04    Further Assurances..........................................7

ARTICLE III      REPRESENTATIONS AND WARRANTIES................................7

   SECTION 3.01    The Origin Stock............................................7

   SECTION 3.02    Organization of Origin......................................8

   SECTION 3.03    Authority and Corporate Action; No Conflict.................8

   SECTION 3.04    Consents and Approvals......................................9

   SECTION 3.05    Licenses, Permits, Etc......................................9

   SECTION 3.06    Taxes, Tax Returns and Audits..............................10

   SECTION 3.07    Acquisition Entirely for Own Account.......................10

   SECTION 3.08    Disclosure of Information..................................10

   SECTION 3.09    Accredited Investor........................................11


                                       i

<PAGE>

   SECTION 3.10    Restricted Securities......................................11

   SECTION 3.11    Legends....................................................11

   SECTION 3.12    Brokers....................................................11

   SECTION 3.13    Disclosure.................................................11

   SECTION 3.14    Survival of Representations and Warranties.................12

ARTICLE IV       REPRESENTATION AND WARRANTS OF THE
                   ORIGIN SUBSIDIARIES........................................12

   SECTION 4.01    The Origin Subsidiary Stock................................12

   SECTION 4.02    Organization of the Origin Subsidiaries....................13

   SECTION 4.03    Authority and Corporate Action; No Conflict................13

   SECTION 4.04    Consents and Approvals.....................................14

   SECTION 4.05    Financial Statements.......................................14

   SECTION 4.06    No Undisclosed Liabilities.................................15

   SECTION 4.07    Real Property..............................................15

   SECTION 4.08    Certain Personal Property..................................15

   SECTION 4.09    Non-Real Estate Leases.....................................15

   SECTION 4.10    Accounts Receivable........................................16

   SECTION 4.11    Inventory..................................................16

   SECTION 4.12    Contracts, Obligations and Commitments.....................16

   SECTION 4.13    Licenses, Permits, Etc.....................................17

   SECTION 4.14    Intellectual Property Rights...............................18

   SECTION 4.15    Title to and Condition of Assets...........................20

   SECTION 4.16    Taxes, Tax Returns and Audits..............................23

   SECTION 4.17    Absence of Certain Changes.................................23

   SECTION 4.18    Employee Plans; Labor Matters..............................25


                                       ii

<PAGE>

   SECTION 4.19    Compliance with Law........................................25

   SECTION 4.20    No Illegal or Improper Transactions........................26

   SECTION 4.21    Related Transactions.......................................26

   SECTION 4.22    Records....................................................26

   SECTION 4.23    Insurance..................................................26

   SECTION 4.24    Litigation.................................................27

   SECTION 4.25    Settled Litigation.........................................27

   SECTION 4.26    Brokers....................................................27

   SECTION 4.27    Disclosure.................................................27

   SECTION 4.28    Survival of Representations and Warranties.................27

ARTICLE V 8      REPRESENTATIONS AND WARRANTIES OF CCAC.......................28

   SECTION 5.01    Organization...............................................28

   SECTION 5.02    Capitalization.............................................28

   SECTION 5.03    Authority and Corporate Action; No Conflict................29

   SECTION 5.04    Consents and Approvals.....................................30

   SECTION 5.05    Valid Issuance of Chardan Sub Stock........................30

   SECTION 5.06    Financial Statements.......................................30

   SECTION 5.07    SEC Reports................................................31

   SECTION 5.08    Trust Fund.................................................32

   SECTION 5.09    No Undisclosed Liabilities.................................32

   SECTION 5.10    Absence of Certain Changes.................................32

   SECTION 5.11    Compliance with Law........................................33

   SECTION 5.12    Litigation.................................................33

   SECTION 5.13    Brokers....................................................34


                                      iii

<PAGE>

   SECTION 5.14    Survival of Representations and Warranties.................34

   SECTION 5.15    Records....................................................34

ARTICLE VI       COVENANTS OF ORIGIN, THE ORIGIN SUBSIDIARIES.................34

   SECTION 6.01    Conduct of the Business....................................34

   SECTION 6.02    Access to Information......................................36

   SECTION 6.03    Insurance..................................................36

   SECTION 6.04    Protection of Confidential Information;
                     Non-Competition..........................................37

   SECTION 6.05    Post-Closing Assurances....................................39

   SECTION 6.06    No Other Negotiations......................................39

   SECTION 6.07    No Securities Transactions.................................40

   SECTION 6.08    Fulfillment of Conditions..................................40

   SECTION 6.09    Disclosure of Certain Matters..............................40

   SECTION 6.10    Regulatory and Other Authorizations;
                     Notices and Consents.....................................41

   SECTION 6.11    Use of Intellectual Property...............................41

   SECTION 6.12    Related Tax................................................41

   SECTION 6.13    Origin Acquisition.........................................42

   SECTION 6.14    Origin Merger Reorganization...............................42

   SECTION 6.15    Origin Proxy Information...................................42

   SECTION 6.16    Interim Financial Information..............................42

ARTICLE VII      COVENANTS OF CCAC............................................43

   SECTION 7.01    Conduct of the Business....................................43

   SECTION 7.02    Stockholder Meeting........................................44

   SECTION 7.03    Fulfillment of Conditions..................................45

   SECTION 7.04    Disclosure of Certain Matters..............................45


                                       iv

<PAGE>

   SECTION 7.05    Chardan Sub Incorporation..................................45

   SECTION 7.06    Post-Closing Assurances....................................46

   SECTION 7.07    Regulatory and Other Authorizations;
                     Notices and Consents.....................................46

   SECTION 7.08    Books and Records..........................................46

ARTICLE VIII     ADDITIONAL COVENANTS OF THE PARTIES..........................47

   SECTION 8.01    Other Information..........................................47

   SECTION 8.02    Mail Received After Closing................................47

   SECTION 8.03    Further Action.............................................48

   SECTION 8.04    Schedules..................................................48

   SECTION 8.05    Execution of Agreements....................................48

   SECTION 8.06    Confidentiality............................................48

   SECTION 8.07    Public Announcements.......................................49

   SECTION 8.08    Board of CCAC - Chardan Sub................................49

   SECTION 8.09    Nominations of Directors...................................50

   SECTION 8.10    CCAC or Chardan Sub........................................50

ARTICLE IX       CONDITIONS TO CLOSING........................................50

   SECTION 9.01    Conditions to Each Party's Obligations.....................50

   SECTION 9.02    Conditions to Obligations of Origin, the Origin

                   Subsidiaries and the Origin Stockholders...................51

   SECTION 9.03    Conditions to Obligations of CCAC..........................53

ARTICLE X        INDEMNIFICATION..............................................57

   SECTION 10.01   Indemnification by Origin Stockholders.....................57

   SECTION 10.02   Indemnification by CCAC....................................57

   SECTION 10.03   Notice, Etc................................................58


                                       v

<PAGE>

   SECTION 10.04   Limitations................................................59

   SECTION 10.05   Adjustment to Purchase Price; Setoff.......................59

   SECTION 10.06   Claims on behalf or in right of CCAC and Chardan Sub.......60

ARTICLE XI       TERMINATION AND ABANDONMENT..................................60

   SECTION 11.01   Methods of Termination.....................................60

   SECTION 11.02   Effect of Termination......................................62

   SECTION 11.03   No Claim Against Trust Fund................................63

ARTICLE XII      DEFINITIONS..................................................64

   SECTION 12.01   Certain Defined Terms......................................64

ARTICLE XIII     GENERAL PROVISIONS...........................................68

   SECTION 13.01   Expenses...................................................68

   SECTION 13.02   Notices....................................................68

   SECTION 13.03   Amendment..................................................69

   SECTION 13.04   Waiver.....................................................69

   SECTION 13.05   Headings...................................................69

   SECTION 13.06   Severability...............................................69

   SECTION 13.07   Entire Agreement...........................................69

   SECTION 13.08   Benefit....................................................70

   SECTION 13.09   Governing Law..............................................70

   SECTION 13.10   Counterparts...............................................70


                                       vi

<PAGE>

                            STOCK PURCHASE AGREEMENT

      STOCK PURCHASE  AGREEMENT,  dated  December 20, 2004,  among CHARDAN CHINA
ACQUISITION  CORP.,  a  Delaware   corporation   ("CCAC"),   KERRY  PROPPER,  an
individual,   DR.  RICHARD  D.  PROPPER,  an  individual,   JIANGNAN  HUANG,  an
individual, LI ZHANG, an individual, DAN BEHARRY, an individual,  STEVEN URBACH,
an  individual,  STATE  HARVEST  HOLDINGS  LIMITED,  a  British  Virgin  Islands
corporation ("Origin"),  and D.HAN GENGCHEN, an individual,  MR.YANG YASHENG, an
individual,  MR.YUAN  LIANG,  an  individual,  MS.ZHAO  YUPING,  an  individual,
MR.ZHANG WEIDONG, an individual,  MR.CHEN WEICHENG, an individual, Ms. BO LUXIA,
an  individual,  Mr.  HUANG  XILIN,  an  individual,  and Mr.  HUO  QINGTAO,  an
individual.

      Capitalized  terms used herein that are not  otherwise  defined shall have
the meanings ascribed to them in Article XII hereof.

      WHEREAS,  Origin,  through  the  companies  listed  on  Schedule  A hereto
("Origin Subsidiaries"),  which include the manner and ownership amounts of such
companies by Origin,  owns and operates in the Peoples Republic of China ("PRC")
the Business, as hereinafter defined; and

      WHEREAS,  the Origin  Stockholders  listed on  Schedule B hereto  ("Origin
Stockholders")  are the direct and beneficial  owners of all of the  outstanding
capital  stock of Origin  (including  by means of nominee  arrangements,  trust,
stock  power or similar  arrangement)  (together  all stock and other  rights or
arrangements are referred to as the "Origin Stock"); and

      WHEREAS, subject to the terms and conditions of this Agreement,  CCAC will
form a wholly owned  subsidiary  pursuant to the  corporate  laws of the British
Virgin  Islands  ("Chardan  Sub")  and  consummate  a plan of  merger  ("Plan of
Merger")  pursuant to which CCAC will be merged  with and into  Chardan Sub (the
"Chardan Merger") at the Closing (as defined in Article II); and

      WHEREAS,  subject to the terms and conditions of this  Agreement,  Origin,
either  directly  or  through   operational   contracts  and  stock  consignment
agreement, owns all of the shares of


                                       1
<PAGE>

capital  stock of the  Origin  Subsidiaries,  other  than  the  2.04% of each of
Beijing  Origin Seed  Limited  Incorporated  and Henan Origin  Cotton  Technical
Limited  Company  held by Henan  Agricultural  University  and Mr.  Gu  Dengbin,
respectively   ("Origin  Subsidiary  Stock")  and  through  such  ownership  and
contractual  arrangements  have full right and title to use and benefit from the
assets of the Origin Subsidiaries; and

      WHEREAS,  subject to the terms and conditions of this  Agreement,  Chardan
Sub at the  Closing,  shall  acquire by an  issuance  of its  capital  stock and
payment of cash, all of the Origin Stock from the Origin  Stockholders  ("Origin
Stock Purchase").

      IT IS AGREED:

                                   ARTICLE I
                            THE ORIGIN STOCK PURCHASE

      SECTION  1.01  Purchase  and  Sale.  Upon the  terms  and  subject  to the
conditions hereof, at the Closing, the Origin Stockholders shall sell, transfer,
assign and convey to Chardan Sub, and Chardan Sub shall purchase from the Origin
Stockholders, all of the right, title and interest of the Origin Stockholders in
and to the Origin Stock  representing  all of the issued and outstanding  Origin
Stock.

      SECTION 1.02 Purchase Price.

            (a) Subject to  adjustment  and the  holdbacks  as  hereinafter  set
forth, the aggregate purchase price ("Purchase Price") to be paid by Chardan Sub
to Origin  Stockholders  or its  designees  for the  Origin  Stock  shall be the
following:

                  (i) $25,000,000 as set forth in Section 1.02 (b) below

                  (ii) certificates representing,  in the aggregate,  10,200,000
shares of Chardan Sub's common stock,  par value $0.0001 per share ("Chardan Sub
Stock"),  which will represents no less than 65% of the total outstanding equity
capital  of the  succeeding  listing  corporation  after the  Chardan  Merger is
accomplished, to be delivered to the Origin Stockholders and their designees;


                                       2
<PAGE>

            (b) Payments.

                  (i) Initial  Payment.  At the Closing,  the sum of $10,000,000
(the "Initial Payment"), less the Holdback Amount, will be paid by wire transfer
of immediately  available United States dollars to Origin  Stockholders or their
designees  as  specified  in a written  notice  given to CCAC or Chardan Sub, no
later  than two  business  days  prior to the  Closing,  for the  purpose of the
acquisition of the Origin Stock.

                  (ii)  Additional  Payments.  In  the  event  that  any  of the
following  events  occur any year after the  Closing  Date and ending the fiscal
year  ending  December  31,  2008 (or June 30,  2009 if the  fiscal  year of the
combined entity is changed),  Chardan Sub shall promptly pay in aggregate to the
Origin  Stockholders or their  designees,  as an addition to the Purchase Price,
the  amounts set forth  below in cash by wire  transfer  to the  accounts of the
Origin  Stockholders  as specified on Schedule  1.02(a) in respect of the Origin
Stock ownership:

                        (a) If Chardan  Sub  receives  at least  $40,000,000  in
gross proceeds in additional financing  ("Financing  Adjustment") as a result of
(1) the  call of  CCAC's  presently  outstanding  public  warrants  (which  such
warrants  will be assumed by Chardan  Sub at the  Closing),  (2)  Chardan  Sub's
successful  completion of a secondary  offering,  or (3) the private  investment
into Chardan Sub by a strategic investor,  then the Origin Stockholders or their
designees shall be entitled to receive an additional $15,000,000; or

                        (b) If Origin  generates a net positive cash flow of not
less  than  $2,000,000  in any  fiscal  year  ending  December  31,  or June 30,
beginning  December  31, 2005 or June 30,  2006,  respectively  depending on the
fiscal year ("Earnings  Adjustment"),  the Origin Stockholders shall be entitled
to  receive  75% of the  net  positive  cash  flow  of  such  fiscal  year up to
$7,500,000  per year until a total of $15,000,000  has been  received;  provided
that the board of directors of the surviving corporation, solely on the basis of
a proposal by Dr.  Han,  as a director,  may reduce the amount to be paid in any
one year.

                  (iii) In the event  that  both an  Earnings  Adjustment  and a
Financing  Adjustment  occurs,  the  maximum  amount  to be paid  to the  Origin
Stockholders  shall be  $15,000,000.  For purposes of example  only, if Earnings
Adjustments  have  occurred  such that the Origin  Stockholders  are entitled to
receive  $5,000,000  (in one or more  installments)  and a


                                       3
<PAGE>

Financing Adjustment  subsequently occurs, only the balance of $10,000,000 shall
be paid to the Origin  Stockholders as a result of a Financing  Adjustment for a
total of $15,000,000.

                  (iv)  If any  amount  is to be  paid  on  either  a  Financing
Adjustment or Earnings  Adjustment,  then such amount will be paid to the Origin
Stockholders  pursuant  to  the  original  payment  instructions  received  from
Origin's Shareholders prior to the Closing as set forth on Schedule C.

            (c) Holdback. The sum of $250,000 ("Holdback Amount") to be withheld
from the  Initial  Payment,  representing  a portion of the cash  portion of the
Purchase  Price will be retained  by Chardan Sub for a period of 12 months.  The
Holdback  Amount will be security  for the  indemnification  obligations  of the
Origin  Stockholders set forth in Article X. Subject to this section and Article
X, on the 12  month  anniversary  of the  Closing,  or the  first  business  day
thereafter, Chardan Sub shall deliver the Holdback Amount pro rata to the Origin
Stockholders (or their designees) in the same proportions as the Initial Payment
was allocated among them.  Chardan Sub may withhold from the Holdback Amount the
equivalent  of any  amount  then in dispute  related to the Origin  Stockholders
indemnification  obligations  arising pursuant to Article X or for which Chardan
Sub has  notified  the Origin  Stockholders  of an  indemnification  Claim.  Any
withheld  Holdback  Amount,  to the extent not  applied  in  satisfaction  of an
indemnification Claim, will be paid by Chardan Sub promptly on resolution of the
dispute or Claim.  Nothing in this  section  shall be  construed as limiting the
liability of the Origin  Stockholders  for  indemnification  claims or any other
claim by Chardan,  Chardan Sub or any other rightful claimant,  and the Holdback
Amount  shall  not be  considered  liquidated  damages  for any  breach  of this
Agreement or any other matter related hereto.

      SECTION 1.03 Earn-Out Agreement.  So long as CCAC,  following the Closing,
on a consolidated  basis,  achieves or exceeds the after tax profits  (excluding
any after tax operating  profits from any acquisition by Origin that was for the
issuance of securities that has a dilutive effect on the holders of common stock
of CCAC,  or Chardan  Sub after the  Closing,  and before  the  expenses  of the
transaction  contemplated  by this  Agreement  and the  expenses of director and
employee options in each of the fiscal years)  calculated for the period of July
1 to the succeeding  June 30, ending on June 30 in each of 2006,  2007, 2008 and
2009 as set forth below, the Origin


                                       4
<PAGE>

Stockholders shall receive after the Closing the number of shares of Chardan Sub
Stock set forth below.  Such  additional  shares shall be issued  within 90 days
after June 30.

<TABLE>
<CAPTION>
                                           Number of Shares of Consolidated Company to be earned
                                             by each shareholder in the 12 month period ending
                                 -------------------------------------------------------------------------
Name                             June 30, 2006       June 30, 2007       June 30, 2008       June 30, 2009
----                             -------------       -------------       -------------       -------------
<S>                                 <C>                 <C>                 <C>                 <C>
A Plus Resources Limited            270,000             270,000             270,000             270,000
HAN Gengchen                        431,976             431,976             431,976             431,976
YUAN Liang                          431,976             431,976             431,976             431,976
YANG Yasheng                        252,027             252,027             252,027             252,027
ZHANG Weidong                        39,237              39,237              39,237              39,237
CHEN Weicheng                        24,600              24,600              24,600              24,600
BO Luxia                             20,739              20,739              20,739              20,739
ZHAO Yuping                          15,619              15,619              15,619              15,619
HUANG Xilin                           6,913               6,913               6,913               6,913
HUO Qingtao                           6,913               6,913               6,913               6,913
                               ----------------    ----------------    ----------------    ----------------
   Total                       1,500,000 shares    1,500,000 shares    1,500,000 shares    1,500,000 shares
</TABLE>

                  After Tax Profit Targets for 12 Months Ending
--------------------------------------------------------------------------------
       June 30, 2006    June 30, 2007    June 30, 2008    June 30, 2009

        $11,000,000      $16,000,000      $21,000,000      $29,000,000

      SECTION 1.04  Allocation of Purchase  Price.  All payments of the Purchase
Price shall be made in proportion as requested by the Origin Stockholders as set
forth on Schedule C.

                                   ARTICLE II
                                   THE CLOSING

      SECTION  2.01 The  Closing.  Subject to the terms and  conditions  of this
Agreement,  the  consummation of the Origin Stock Purchase and the  transactions
contemplated by this Agreement  shall take place at a closing  ("Closing") to be
held at 10:00 a.m.,  local time,  on the fourth  business  day after the date on
which  the  last of the  conditions  to  Closing  set  forth  in  Article  IX is
fulfilled,  at the offices of Graubard Miller,  600 Third Avenue,  New York, New
York 10016,  or at such other time,  date or place as the Parties may agree upon
in writing.  The date on which the  Closing  occurs is referred to herein as the
"Closing Date."


                                       5
<PAGE>

      SECTION 2.02 Deliveries.

            (a) Origin  Stockholders.  At the Closing,  each Origin  Stockholder
will (i) assign and  transfer to Chardan  Sub all of such  Origin  Stockholder's
right,  title and interest in and to his, her or its  respective  portion of the
Origin Stock by delivering  to Chardan Sub the  certificates  representing  such
Origin  Stock,  duly  endorsed  for transfer and free and clear of all liens and
(ii)  deliver to Chardan Sub the  certificates,  opinions  and other  agreements
contemplated by Article IX hereof and the other provisions of this Agreement.

            (b) Chardan  Sub. At the Closing,  Chardan Sub shall  deliver to the
Origin  Stockholders  (i) the cash and shares of Chardan Sub Stock  representing
the Purchase Price to which each of the Origin Stockholders is entitled pursuant
to Sections 1.02 and (ii) the  certificates,  opinions and other  agreements and
instruments  contemplated by Article IX hereof and the other  provisions of this
Agreement.

      SECTION  2.03  Additional  Agreements.   At  the  Closing,  the  following
agreements will have been executed and delivered (collectively, the "Transaction
Documents"), the effectiveness of each of which is subject to the Closing:

            (a) a Merger Agreement  between CCAC and Chardan Sub in a form to be
attached as Schedule D hereto;

            (b) the Stock Consignment Agreements in the forms attached hereto as
Schedules E, F and G between Origin and the following parties:

                  (1) all shareholders of Beijing Origin Seed Limited  ("Beijing
            Origin")  holding  97.96% of the  total  equity  shares  of  Beijing
            Origin,  except for the Henan Agriculture  University who is holding
            2.04% of the Beijing Origin's shares;

                  (2) all shareholders  holding 100% of the equity shares of the
            Changchun  Origin Seed  Technical  Development  Limited  ("Changchun
            Company"); and

                  (3) all  shareholders  of the Henan Origin  Cotton  Technology
            Development  Limited ("Henan  Company")  holding 97.96% of the total
            equity


                                       6
<PAGE>

            shares of the Henan  Company,  except  for Mr.  Gu  Dengbin,  who is
            holding 2.04% of the Henan Company shares; and

            (c) the Technology  Service  Agreements between Beijing Origin State
Harvest  Biotechnology Limited  ("Biotechnology  Company") and each of Changchun
Company,  Henan  Company and  Beijing  Origin in the form of Schedule H attached
hereto.

      SECTION 2.04 Further  Assurances.  Subject to the terms and  conditions of
this Agreement,  at any time or from time to time after the Closing, each of the
Parties hereto shall execute and deliver such other  documents and  instruments,
provide  such  materials  and  information  and take such  other  actions as may
reasonably be necessary, proper or advisable, to the extent permitted by law, to
fulfill its obligations under this Agreement and the other Transaction Documents
to which it is a party.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                      OF ORIGIN AND THE ORIGIN STOCKHOLDERS

      Except for the  representations  and  warranties set forth in Sections 3.7
through 3.12,  which are made solely by the Origin  Stockholders,  severally and
not jointly, to CCAC, Origin and the Origin Stockholders, jointly and severally,
represent and warrant to CCAC and Chardan Sub (as of the Closing) as follows:

      SECTION 3.01 The Origin Stock.

            (a)  Ownership.  The  Origin  Stockholders  are the  registered  and
beneficial  owners of all of the shares of Origin Stock in the amounts set forth
in  Schedule  3.01(a),  free and  clear of all  Liens,  except  as set  forth in
Schedule  3.01(a),  which shares  constitute  all of the  outstanding  shares of
capital  stock of Origin.  There are no options,  warrants or other  contractual
rights  outstanding  which give any Person the right to acquire shares of Origin
Stock owned by the Origin Stockholders, whether or not such rights are presently
exercisable.

            (b)  Capitalization.  The authorized  capital stock of Origin is set
forth in Schedule  3.01(b).  All of the  outstanding  shares of Origin Stock are
validly issued, fully paid and


                                       7
<PAGE>

      non-assessable. There are no options, warrants or other contractual rights
outstanding  which  give any Person the right to  require  the  issuance  of any
capital stock of Origin, whether or not such rights are presently exercisable.

      SECTION 3.02 Organization of Origin.  Origin is an international  business
company duly organized,  validly  existing and in good standing under the law of
the British Virgin Islands. Origin is duly qualified to do business as a foreign
corporation  and is in good standing in each of the  jurisdictions  in which the
property owned, leased or operated by Origin or the nature of the business which
it conducts requires  qualification  (which jurisdictions are listed in Schedule
3.02),  or if not so  qualified,  such  failure  or  failures,  singly or in the
aggregate,  would not have a material  adverse  effect on the Business,  assets,
operations, financial condition, liquidity or prospects of Origin and the Origin
Subsidiaries,  separately and as a whole  ("Origin  Material  Adverse  Effect").
Origin has all  requisite  power and  authority  to own,  lease and  operate its
properties and to carry on its business as now being  conducted and as presently
contemplated to be conducted.

      SECTION 3.03 Authority and Corporate Action; No Conflict.

            (a)  Origin and each of the Origin  Stockholders  has all  necessary
power and  authority  to enter  into this  Agreement  and the other  Transaction
Documents to which it is a party and to consummate the Origin Stock Purchase and
other transactions  contemplated hereby and thereby.  All action,  corporate and
otherwise,  necessary to be taken by Origin to authorize the execution, delivery
and  performance  of this  Agreement,  the  Transaction  Documents and all other
agreements and  instruments  delivered by Origin and the Origin  Stockholders in
connection with the Origin Stock Purchase has been duly and validly taken.  This
Agreement  and the  Transaction  Documents  to  which  Origin  and  each  Origin
Stockholder  is a party has been duly  executed and delivered by Origin and each
Origin  Stockholder  and  constitutes  the  valid,   binding,   and  enforceable
obligation of Origin and each Origin Stockholder, enforceable in accordance with
its terms, except (i) as enforceability may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium, fraudulent transfer or similar laws of
general application now or hereafter in effect affecting the rights and remedies
of  creditors  and by  general  principles  of  equity  (regardless  of  whether
enforcement  is  sought  in a  proceeding  at  law or in  equity)  and  (ii)  as


                                       8
<PAGE>

enforceability  of any  indemnification  provision may be limited by federal and
state securities laws and public policy of the United States, BVI and PRC.

            (b) Neither the execution  and delivery of this  Agreement or any of
the other  Transaction  Documents  contemplated  hereby by Origin or each Origin
Stockholder nor the  consummation  of the  transactions  contemplated  hereby or
thereby will (i) except as set forth in Schedule 3.03,  conflict with, result in
a breach or violation of or constitute  (or with notice of lapse of time or both
constitute) a default  under,  (A) the Memorandum and Articles of Association of
Origin or (B) any law,  statute,  regulation,  order,  judgment or decree or any
instrument, contract or other agreement to which Origin or an Origin Stockholder
is a party or by which it (or any of its  properties  or  assets)  is subject or
bound;  (ii) result in the  creation  of, or give any party the right to create,
any lien, charge, option, security interest or other encumbrance upon the assets
of Origin or an Origin Stockholder; (iii) terminate or modify, or give any third
party the right to terminate or modify,  the provisions or terms of any contract
to which  Origin  or an Origin  Stockholder  is a party;  or (iv)  result in any
suspension,  revocation,  impairment,  forfeiture  or  nonrenewal of any permit,
license,  qualification,  authorization  or approval  applicable to Origin or an
Origin Stockholder.

      SECTION 3.04 Consents and  Approvals.  Other than as set forth on Schedule
3.04, the execution and delivery of this Agreement and the Transaction Documents
by Origin and each Origin  Stockholder  does not,  and the  performance  of this
Agreement  and the  Transaction  Documents by it will not,  require any consent,
approval,  authorization  or other action by, or filing with or notification to,
any  Governmental  Authority,  except  where  failure to obtain  such  consents,
approvals,  authorizations or actions, or to make such filings or notifications,
would not prevent it from performing any of its material  obligations under this
Agreement and the  Transaction  Documents and would not have an Origin  Material
Adverse Effect.

      SECTION 3.05 Licenses,  Permits, Etc. To the best of the knowledge of each
Origin  Stockholder,  Origin  possesses or will possess prior to the Closing all
Permits  necessary,  in all material  respects,  to own and operate the Business
through the Origin Subsidiaries, which necessary Permits are described or are as
set forth on Schedule 3.05 hereto.  True, complete and correct copies of Permits
issued to Origin have  previously  been  delivered  to CCAC.  To the best of the
knowledge of Origin and each Origin Stockholder, Origin is not in default in any
material  respect  under any of such  Permits and no event has  occurred  and no
condition exists which, with


                                       9
<PAGE>

the giving of notice,  the passage of time, or both,  would constitute a default
thereunder.   Neither  the  execution  and  delivery  of  this  Agreement,   the
Transaction Documents or any of the other documents  contemplated hereby nor the
consummation of the transactions contemplated hereby or thereby nor, to the best
of the  knowledge of Origin and each Origin  Stockholder,  compliance  by Origin
with any of the  provisions  hereof or thereof  will  result in any  suspension,
revocation, impairment, forfeiture or nonrenewal of any Permit applicable to the
Business.

      SECTION 3.06 Taxes,  Tax Returns and Audits.  Except as  specifically  set
forth in Schedule  3.09,  (a) Origin has filed on a timely  basis  (taking  into
account any  extensions  received  from the  relevant  taxing  authorities)  all
returns  and  reports  pertaining  to all Taxes that are or were  required to be
filed by Origin with the appropriate  taxing authorities in all jurisdictions in
which such  returns and reports are or were  required to be filed,  and all such
returns and reports are true, correct and complete in all material respects, (b)
all  Taxes  that  are due  from or may be  asserted  against  Origin  (including
deferred Taxes) in respect of or attributable to all periods ending on or before
the  Closing  Date  have been or will be fully  paid,  deposited  or  adequately
provided  for on the  books  and  financial  statements  of  Origin or are being
contested  in good faith by  appropriate  proceedings,  (c) no issues  have been
raised (or are currently pending) by any taxing authority in connection with any
of the returns and reports  referred to in clause (a) which might be  determined
adversely to Origin and which could have an Origin Material Adverse Effect,  (d)
Origin has not given or requested to give waivers or  extensions  of any statute
of limitations  with respect to the payment of Taxes, and (e) no tax liens which
have not been  satisfied or  discharged by payment or concession by the relevant
taxing authority or as to which sufficient reserves have not been established on
the books and financial statements of Origin are in force as of the date hereof.

      SECTION 3.07 Acquisition  Entirely for Own Account.  The Chardan Sub Stock
to be acquired by each Origin  Stockholder  will be acquired for  investment for
such  Origin  Stockholder's  own  account  and not with a view to the  resale or
distribution of any part thereof.

      SECTION  3.08   Disclosure  of   Information.   Each  Origin   Stockholder
acknowledges  that all of the SEC Reports  (defined in Section  5.06) were fully
available  to  it,  and  it has  reviewed  and  understands  them.  Each  Origin
Stockholder  acknowledges  that it has received all the information  that it has
required  relating to CCAC and the  acquisition  of the Chardan Sub Stock.  Each
Origin  Stockholder  further  represents  that it has had an  opportunity to ask
questions and


                                       10
<PAGE>

receive  answers from CCAC regarding the terms and conditions of its acquisition
of the Chardan Sub Stock.

      SECTION  3.09  Accredited   Investor.   Each  Origin   Stockholder  is  an
"accredited  investor"  within the meaning of Rule 501 of Regulation D under the
Securities Act.

      SECTION 3.10 Restricted  Securities.  Each Origin Stockholder  understands
that it will acquire constitutes  "restricted securities" from Chardan Sub under
the  United  States  federal  securities  laws  and  that  under  such  laws and
applicable  regulations  such  securities  may only be sold in the United States
pursuant to an effective  registration  statement or an available exemption from
registration.

      SECTION 3.11 Legends.  It is understood that the  certificates  evidencing
the Chardan Sub Stock shall bear the following legend:

      "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  NOT  BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").
      THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD,  TRANSFERRED,  OR
      OTHERWISE  DISPOSED OF IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
      STATEMENT  UNDER  THE  ACT  OR AN  OPINION  OF  COUNSEL,  REASONABLY
      ACCEPTABLE  TO  COUNSEL  FOR THE  COMPANY,  TO THE  EFFECT  THAT THE
      PROPOSED SALE,  TRANSFER,  OR DISPOSITION MAY BE EFFECTUATED WITHOUT
      REGISTRATION UNDER THE ACT."

      SECTION 3.12 Brokers.  No broker,  finder or investment banker is entitled
to any  brokerage,  finder's or other fee or commission  in connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Origin, any Origin Subsidiary or any Origin Stockholder.

      SECTION 3.13 Disclosure.  No  representation  or warranty by Origin or any
Origin Stockholder  contained in this Agreement and no information  contained in
any Schedule or other  instrument  furnished or to be furnished to CCAC pursuant
to this Agreement or in connection  with the  transactions  contemplated  hereby
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material  fact  necessary  in order to make the  statements
contained therein not misleading.


                                       11
<PAGE>

      SECTION   3.14   Survival   of   Representations   and   Warranties.   The
representations  and warranties of Origin and each Origin  Stockholder set forth
in this Agreement  shall survive the Closing for a period of four years,  except
that the  representations  and warranties  set forth in Sections 3.01,  3.02 and
3.03 shall survive  without  limitation as to time and the  representations  and
warranties  set forth in Section 3.06 shall survive until the  expiration of the
statute of limitations with respect to each respective Tax.

                                   ARTICLE IV
             REPRESENTATION AND WARRANTS OF THE ORIGIN SUBSIDIARIES

      Origin and the Origin Stockholders,  jointly and severally,  represent and
warrant to CCAC and Chardan Sub as of the Closing, as follows:

      SECTION 4.01 The Origin Subsidiary Stock.

            (a)  Ownership.   Origin,  either  directly  or  through  the  Stock
Consignment  Agreements  and/or the  Technology  Service  Agreement set forth in
Section  2.03 is the actual  controller  of the shares of the Origin  Subsidiary
Stock,  free and clear of all Lien  which,  except  for 2.04% of each of Beijing
Origin and Henan Company owned by other  parties,  shares  constitute all of the
outstanding  shares  of  capital  stock of the  Origin  Subsidiaries.  Except as
indicated  in the  preceding  sentence,  there are no  consignment,  operational
contracts  and/or  equity  transfer  arrangements,  options,  warrants  or other
contractual rights (oral or written), trusts or other arrangements of any nature
which give any Person  (other  than  Origin) the right to acquire or control any
capital  stock  of the  Origin  Subsidiaries,  whether  or not such  rights  are
presently exercisable.  Except as indicated in the preceding sentence, there are
no operational contracts and/or equity transfer arrangements,  options, warrants
or other contractual  rights (oral or written),  trusts or other arrangements of
any nature  which give any Person  (other  than  Origin) the right to any asset,
income,  dividend,  distribution,  property  interest  or direct  or  beneficial
interest in any, or from any, of the Origin Subsidiaries.

            (b)  Capitalization.  The  authorized  capital  stock of each Origin
Subsidiary  is set forth on Schedule A. Except for Beijing  Origin State Harvest
Biotechnology  Limited,  the  capital  of which  will be paid in the  amount  of
$1,000,000  at  closing  by CCAC or  Chardan  Sub but for


                                       12
<PAGE>

which the capital is committed,  all of the outstanding  shares of capital stock
of each Origin Subsidiary are validly issued, fully paid and non-assessable.

      SECTION  4.02  Organization  of  the  Origin  Subsidiaries.   Each  Origin
Subsidiary is a corporate  entity duly organized,  validly  existing and in good
standing  under the law of its  jurisdiction  of  incorporation  as set forth on
Schedule 4.02.  Each Origin  Subsidiary is duly qualified to do business in each
of the  jurisdictions  in which the property  owned,  leased or operated by such
Origin  Subsidiary  or the nature of the  business  which it  conducts  requires
qualification  (which  jurisdictions  are listed in Schedule 4.02), or if not so
qualified, such failure or failures, in the aggregate,  would not have an Origin
Material Adverse Effect. No Origin Subsidiary owns, directly or indirectly,  any
capital stock or any other  securities  of any issuer or any equity  interest in
any  other  entity  and is not a party  to any  agreement  to  acquire  any such
securities  or  interest,  except as set forth on  Schedule  4.02.  Each  Origin
Subsidiary  has all requisite  power and authority to own, lease and operate its
properties and to carry on its business as now being  conducted and as presently
contemplated to be conducted.

      SECTION 4.03 Authority and Corporate Action; No Conflict.

            (a) Each Origin  Subsidiary has all necessary power and authority to
enter into the  Transaction  Documents to which it is a party and to  consummate
the  transactions  contemplated  thereby.  All action,  corporate and otherwise,
necessary  to be taken by each Origin  Subsidiary  to authorize  the  execution,
delivery and  performance of the  Transaction  Documents in connection  with the
Origin Stock Purchase has been duly and validly taken. The Transaction Documents
have been duly  executed and delivered by each Origin  Subsidiary  party to such
agreements and constitute the valid, binding, and enforceable obligation of each
of  them,   enforceable   in  accordance   with  their  terms,   except  (i)  as
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  fraudulent  transfer  or  similar  laws of general
application  now or  hereafter  in effect  affecting  the rights and remedies of
creditors and by general principles of equity (regardless of whether enforcement
is sought in a proceeding at law or in equity) and (ii) as enforceability of any
indemnification  provision  may be limited  by the law and public  policy of the
PRC.

            (b) Neither the execution nor delivery of the Transaction  Documents
or any of the other documents  contemplated thereby by any Origin Subsidiary nor
the consummation of the


                                       13
<PAGE>

transactions contemplated thereby will (i) except as set forth in Schedule 4.03,
conflict with,  result in a breach or violation of or constitute (or with notice
of lapse of time or both constitute) a default under, (A) the charter  documents
of any Origin Subsidiary or (B) any law, statute, regulation, order, judgment or
decree or any  instrument,  contract  or other  agreement  to which  any  Origin
Subsidiary  is a party or by  which  any of them  (or any of the  properties  or
assets of Origin) is subject or bound;  (ii) result in the  creation of, or give
any party the right to create,  any lien, charge,  option,  security interest or
other encumbrance upon the assets of such Origin Subsidiary;  (iii) terminate or
modify, or give any third party the right to terminate or modify, the provisions
or terms of any  contract  to which any Origin  Subsidiary  is a party,  or (iv)
result in any suspension,  revocation,  impairment,  forfeiture or nonrenewal of
any permit, license, qualification,  authorization or approval applicable to any
Origin Subsidiary.

      SECTION 4.04  Consents and  Approvals.  Except as listed and  described on
Schedule 4.04, the execution and delivery of the  Transaction  Documents by each
Origin  Subsidiary do not, and the performance of the  Transaction  Documents by
each of them will not,  require any consent,  approval,  authorization  or other
action by, or filing with or notification to, any Governmental Authority, except
where failure to obtain such consents, approvals,  authorizations or actions, or
to make  such  filings  or  notifications,  would not  prevent  any of them from
performing any of their material obligations under the Transaction Documents and
would not cause an Origin Material Adverse Effect.

      SECTION  4.05  Financial  Statements.  Prior  to  the  execution  of  this
Agreement,  Origin  has  delivered  to CCAC  consolidated  balance  sheets as at
December 31, 2001, 2002 and 2003, and related consolidated  statements of income
and source and application of funds for the three years ended December 31, 2003,
audited  by  Origin's  Accountants,  and the  notes,  comments,  schedules,  and
supplemental data therein (collectively, the "2003 Financial Statements") and an
interim  consolidated  balance  sheet as of  September  30,  2004,  and  related
consolidated  statements of income and source and  application  of funds for the
nine months then ended,  reviewed  by Origin's  accountants  (collectively,  the
"September Financial  Statements").  The 2003 Financial Statements and September
Financial  Statements will be prepared in accordance with PRC GAAP reconciled to
US GAAP or prepared in accordance with US GAAP throughout the periods  indicated
and fairly  present  the  consolidated  financial  condition  of Origin at their
respective  dates and the  consolidated  results of the operations of Origin for
the periods covered thereby in


                                       14
<PAGE>

accordance  with PRC GAAP  reconciled to US GAAP or in accordance  with US GAAP.
The 2003 Financial Statements and September Financial Statements are included in
Schedule 4.05 to this Agreement.

      SECTION 4.06 No  Undisclosed  Liabilities.  No Origin  Subsidiary  has any
liabilities,   whether  known  or  unknown,  absolute,  accrued,  contingent  or
otherwise,  except (a) as and to the extent reflected or reserved against on the
September Financial Statements, and (b) those since September 30, 2004, incurred
in the  ordinary  course of business and  consistent  with prior  practice.  The
September  Financial  Statements and Schedule 4.06 together  contain an accurate
and complete list and description and all liabilities of the Origin Subsidiaries
whether  or  not  reflected  or  reserved  against  on the  September  Financial
Statements  which  individually  exceeds US $75,000 or, if related  liabilities,
exceed $75,000 (or the equivalent of US $75,000).

      SECTION  4.07  Real  Property.  The  September  Financial  Statements  and
Schedule 4.07 together  contain an accurate and complete list and description of
all real estate owned by each Origin Subsidiary as well as any other real estate
that is in the  possession  of or  leased  by  each  Origin  Subsidiary  and the
improvements  (including  buildings and other  structures)  located on such real
estate (collectively,  the "Real Property"),  and lists and accurately describes
any leases  under which any such Real  Property is  possessed  (the "Real Estate
Leases").  No Origin  Subsidiary  is in  default  under  any of the Real  Estate
Leases,  and no Origin  Subsidiary is aware of any default by any of the lessors
thereunder.

      SECTION 4.08 Certain Personal Property. The September Financial Statements
and Schedule 4.08 together contain an accurate and complete list and description
of the material fixed assets of each Origin  Subsidiary  specifying the location
of all material items of tangible  personal  property of each Origin  Subsidiary
that were included in its respective September Financial Statements.

      SECTION 4.09 Non-Real Estate Leases.  The September  Financial  Statements
and Schedule 4.09 together contain an accurate and complete list and description
of all assets and property  (other than Real  Property  and Real Estate  Leases)
that are used as of the date of this  Agreement in the operation of the Business
and that are possessed by any Origin  Subsidiary under an existing lease. All of
such leases are referred to herein as the  "Non-Real  Estate  Leases." No


                                       15
<PAGE>

Origin Subsidiary is in default under any of the Non-Real Estate Leases,  and no
Origin Subsidiary is aware of any default by any of the lessors hereunder.

      SECTION 4.10 Accounts  Receivable.  The accounts receivable of each Origin
Subsidiary  reflected on the September  Financial  Statements  and created after
September 30, 2004, are bona fide accounts  receivable,  created in the ordinary
course of business and subject to historical  rates of uncollected  liabilities,
as reserved against on the Origin financial statements, are good and collectible
within  periods of time  normally  prevailing  in the industry at the  aggregate
recorded amounts thereof.

      SECTION 4.11 Inventory.  The inventory of each Origin Subsidiary  consists
of items of quality and quantity  useable or saleable in the ordinary  course of
business at regular  sales  prices,  subject to (a) changes in price levels as a
result of economic  and market  conditions  and (b)  reserves  reflected  in the
respective  September  Financial  Statements for spoiled and discontinued items.
Schedule 4.11 sets forth an estimate of the inventory of each Origin  Subsidiary
as of the date of this  Agreement,  but it is  understood  that any  material or
intentional  inaccuracy in the Schedule 4.11  estimates  will not be a breach of
this representation and warranty.

      SECTION 4.12 Contracts,  Obligations and Commitments.  Except as set forth
in the September Financial Statements and on Schedule 4.12 together,  other than
the Real Estate Leases and the Non-Real Estate Leases,  no Origin Subsidiary has
any existing contract,  obligation or commitment (written or oral) of any nature
(other than obligations involving payments of less than $150,000 individually or
$150,000 in the aggregate), including without limitation the following:

            (a)   Employment,   bonus,   severance  or  consulting   agreements,
retirement, stock bonus, stock option, or similar plans;

            (b) Loans or other  agreements,  notes,  indentures  or  instruments
relating  to or  evidencing  indebtedness  for  borrowed  money  or  mortgaging,
pledging  or  granting  or  creating  a  lien  or  security  interest  or  other
encumbrance  on any of the  assets of Origin or such  Origin  Subsidiary  or any
agreement  or  instrument  evidencing  any  guaranty  by Origin  or such  Origin
Subsidiary of payment or performance by any other Person;


                                       16
<PAGE>

            (c)  Agreements of any kind  relating to employment  matters such as
labor agreements or agreements providing for benefits under any plan;

            (d) Any contract or series of contracts with the same Person for the
furnishing or purchase of equipment,  goods or services, except for purchase and
sales orders in the ordinary course of business;

            (e) Any joint venture  contract or  arrangement  or other  agreement
involving a sharing of profits or expenses to which the Origin  Subsidiary  is a
party or by which it is bound;

            (f) Agreements  which limit the freedom of any Origin  Subsidiary to
compete in any line of business or in any geographic area or with any Person;

            (g) Agreements  providing for disposition of the assets,  businesses
or a direct or indirect ownership interest in Origin or any Origin Subsidiary;

            (h) Any contract, commitment or arrangement not made in the ordinary
course of business of such Origin Subsidiary; or

            (i) Agreements with any Governmental Authority.

Except  as set  forth on  Schedule  4.12,  each  Contract  to which  any  Origin
Subsidiary  is a  party  is a  valid  and  binding  obligation  of  such  Origin
Subsidiary  and, to the best of the knowledge of each Origin  Subsidiary and the
Origin  Stockholders,  enforceable  in accordance  with its terms (except as the
enforceability thereof may be limited by any applicable  bankruptcy,  insolvency
or other laws affecting  creditors' rights generally or by general principles of
equity,  regardless of whether such enforceability is considered in equity or at
law), and is in full force and effect  (except for any Contracts  which by their
terms  expire after the date hereof or are  terminated  after the date hereof in
accordance with the terms thereof, provided,  however, that no Origin Subsidiary
will  terminate  any Contract  after the date hereof  without the prior  written
consent of CCAC,  which consent shall not be unreasonably  withheld or delayed),
and no Origin  Subsidiary  has  breached any  material  provision  of, nor is in
default in any material respect under the terms of any of the Contracts.

      SECTION 4.13 Licenses,  Permits,  Etc.  Schedule 4.13 contains an accurate
and complete list and  description of all material  Permits used in or necessary
for the ownership and


                                       17
<PAGE>

operation of the Business, and true, complete and accurate copies of all Permits
previously  have been delivered to CCAC.  Each Origin  Subsidiary  possesses all
Permits necessary,  in all material respects,  to own and operate its portion of
the  Business.  All such  Permits  are in full force and effect and each  Origin
Subsidiary and the officers,  directors and employees of such Origin  Subsidiary
have complied and each Origin Subsidiary will comply, and each Origin Subsidiary
shall cause its respective  officers,  directors and employees to comply, in all
material  respects  with all  terms of such  Permits  and will  take any and all
actions  necessary  to ensure  that all such  Permits  remain in full  force and
effect and that the terms of such Permits are not  violated  through the Closing
Date. No Origin  Subsidiary  is in default in any material  respect under any of
such Permits and no event has occurred and no condition  exists which,  with the
giving of notice,  the  passage of time,  or both,  would  constitute  a default
thereunder.   Neither  the  execution  and  delivery  of  this  Agreement,   the
Transaction Documents or any of the other documents  contemplated hereby nor the
consummation of the transactions  contemplated  hereby or thereby nor compliance
by any Origin  Subsidiary  with any of the  provisions  hereof or  thereof  will
result in any suspension,  revocation,  impairment,  forfeiture or nonrenewal of
any Permit applicable to the Business.

      SECTION 4.14 Intellectual Property Rights.

            (a) Intellectual Property. Schedule 4.14(a) contains an accurate and
complete list and description of all  Intellectual  Property used by each Origin
Subsidiary in connection with the Business, specifying as to each (i) the nature
of such right, (ii) the ownership thereof, (iii) the Governmental Authority that
has issued or recorded a registration  or  certificate or similar  document with
respect   thereto  or  with  which  an  application  for  such  a  registration,
certificate or similar document is pending and (iv) any applicable registration,
certificate or application number. Each Origin Subsidiary has provided CCAC with
complete and accurate  copies of all  registered  Intellectual  Property of such
Origin Subsidiary relating to the Business.

            (b) Other Intellectual Property Rights. Schedule 4.14(b) includes an
accurate and complete list and description of all material  inventions and trade
secrets that each Origin Subsidiary has formally  documented and that are owned,
used,  controlled,  authorized  for use or held by, or licensed  to, such Origin
Subsidiary  that  relate  to or are  necessary  to the  Business,  including  as
conducted  at or prior to Closing or as proposed to be  conducted by each Origin
Subsidiary, together with a designation of the ownership thereof.


                                       18
<PAGE>

            (c)  Software.  Schedule  4.14(c)  includes an accurate and complete
list  and  description  of all  Software  used  by  each  Origin  Subsidiary  in
connection  with the Business,  including as conducted at or prior to Closing or
as  proposed  to be  conducted  by  each  Origin  Subsidiary,  together  with  a
designation of ownership.

            (d) Out-Bound  Licenses.  Schedule  4.14(d) includes an accurate and
complete list and description of all licenses,  sublicenses, and other Contracts
pursuant to which (i) any Person is authorized to use any Intellectual  Property
rights  used in  connection  with the  Business  or (ii) any right of any Origin
Subsidiary in, or such Origin  Subsidiary's  use of, any  Intellectual  Property
right used in connection with the Business is otherwise materially affected.

            (e) In-Bound  Licenses.  Schedule  4.14(e)  includes an accurate and
complete list and description of all licenses,  sublicenses, and other Contracts
pursuant  to which  each  Origin  Subsidiary  is  authorized  to use,  or can be
authorized  to use  (through,  for  example,  the  grant of a  sublicense),  any
Intellectual Property owned by any other Person (including any rights enjoyed by
any Origin  Subsidiary by reason of its relationship with one of its affiliates)
in connection with the Business.

            (f) Ownership.  As of the date hereof,  each Origin Subsidiary owns,
and at the Closing  Date,  will own all right,  title and interest in and to all
Intellectual  Property  rights used in connection  with the Business,  and those
Intellectual  Property  rights were developed and created solely by employees of
such Origin  Subsidiary  acting within the scope of their employment or by third
parties (all of which  employees and third parties have validly and  irrevocably
assigned all of their rights therein to such Origin  Subsidiary) and each Origin
Subsidiary is duly and validly licensed to use all other  Intellectual  Property
used in  connection  with the Business,  free and clear of royalties  (except as
otherwise set forth in Schedule  4.14(g)).  No Origin Subsidiary has assigned or
transferred  ownership  of,  agreed to so assign or  transfer  ownership  of, or
granted any  exclusive  license of or exclusive  right to use, any  Intellectual
Property used in connection with the Business.

            (g)  Royalties.  Except  for  licenses  listed  and  accurately  and
completely  described on the September Financial  Statements or Schedule 4.14(g)
as  royalty-bearing,  there  are  (and  will  be  upon  Closing)  no  royalties,
honoraria,  fees,  or other  payments  payable by any Origin  Subsidiary  to any
Person by reason of the  ownership,  use,  license,  sale, or disposition of any
Intellectual Property used in connection with the Business.


                                       19
<PAGE>

            (h) Infringement.  The Intellectual Property used in connection with
the Business by each Origin Subsidiary does not infringe or  misappropriate  any
Intellectual  Property rights of any Person under the laws of any  jurisdiction.
To the best of its  knowledge,  no  notice,  claim or  other  communication  (in
writing or  otherwise)  has been  received  from any Person:  (A)  asserting any
ownership interest in any material Intellectual Property used in connection with
the Business; (B) of any actual,  alleged,  possible or potential  infringement,
misappropriation or unauthorized use or disclosure of any Intellectual  Property
used in connection with the Business,  defamation of any Person, or violation of
any other right of any Person  (including  any right to privacy or publicity) by
any  Origin  Subsidiary  or  relating  to  the  Intellectual  Property  used  in
connection  with  the  Business;  or  (C)  suggesting  or  inviting  any  Origin
Subsidiary  to  take a  license  or  otherwise  obtain  the  right  to  use  any
Intellectual  Property  in  connection  with  the  Business.  To the best of its
knowledge, no Person is infringing,  misappropriating, using or disclosing in an
unauthorized  manner  any  Intellectual  Property  used in  connection  with the
Business  owned by,  exclusively  licensed to, held by or for the benefit of, or
otherwise controlled by such Origin Subsidiary.

            (i) Proceedings.  Except as set forth on Schedule 4.14(i), there are
no current or, to the best of its knowledge,  threatened  Proceedings (including
but not limited to any interference, reexamination,  cancellation, or opposition
proceedings)  arising out of a right or claimed  right of any person  before any
Governmental  Authority  anywhere  in the  world  related  to  any  Intellectual
Property used in connection with the Business owned by, exclusively licensed to,
held by or for the benefit of, or otherwise controlled by any Origin Subsidiary.

      SECTION 4.15 Title to and Condition of Assets.

            (a) Each Origin  Subsidiary has good and marketable title to all the
properties  and  assets  owned  by it.  Except  as set  forth  in the  September
Financial  Statements  and Schedule 4.15 together,  none of such  properties and
assets  is  subject  to  any  Lien,  option  to  purchase  or  lease,  easement,
restriction,  covenant,  condition or  imperfection of title or adverse claim of
any nature whatsoever, direct or indirect, whether accrued, absolute, contingent
or otherwise.

            (b) To the best of its  knowledge,  except as set forth in  Schedule
4.15, all buildings, structures,  improvements, fixtures, facilities, equipment,
all components of all  buildings,  structures  and other  improvements  included
within the Real Property,  including but not


                                       20
<PAGE>

limited  to  the  roofs  and  structural   elements  thereof  and  the  heating,
ventilation, air conditioning,  plumbing,  electrical,  mechanical, sewer, waste
water,  storm  water,  paving and  parking  equipment,  systems  and  facilities
included  therein  conform in all material  respects to all  applicable  Laws of
every Governmental  Authority having jurisdiction over any of the Real Property,
and every  instrumentality or agency thereof.  There are no unsatisfied requests
for any repairs,  restorations  or  improvements  to the Real  Property from any
Person,  including without  limitation any Governmental  Authority,  except such
requests of employees  as have been denied in the  exercise of prudent  business
and operational practices. There are no outstanding contracts made by any Origin
Subsidiary for any  improvements  to the Real Property which have not been fully
paid for. No person,  other than each Origin  Subsidiary,  owns any equipment or
other tangible  assets or properties  situated on the Real Property or necessary
to the operation of the Business,  except for leased items disclosed in Schedule
4.09 hereto.

            (c) To the best of its knowledge,  the use and operation of the Real
Property  is in  full  compliance  in  all  material  respects  with  all  Laws,
covenants,  conditions,  restrictions,  easements,  disposition  agreements  and
similar  matters  affecting the Real Property and,  effective as of the Closing,
each Origin  Subsidiary  shall have the right under all Laws to continue the use
and  operation of the Real  Property in the conduct of the  Business.  No Origin
Subsidiary has received any notice of any violation (or claimed violation) of or
investigation regarding any Laws.

            (d) To the best its knowledge, none of the buildings, structures and
other improvements  located on the Real Property,  the appurtenances  thereto or
the  equipment  therein or the  operation or  maintenance  thereof  violates any
restrictive  covenant  or  encroaches  on any  property  owned by  others or any
easement,  right  of  way or  other  encumbrance  or  restriction  affecting  or
burdening  such Real Property in any manner which would have an Origin  Material
Adverse Effect on the condition (financial or otherwise),  assets, operations or
results of  operations  of such  Origin  Subsidiary,  nor does any  building  or
structure of any third party  encroach upon the Real Property or any easement or
right of way benefiting the Real Property.  To the best its knowledge,  the Real
Property and its continued  use,  occupancy and operation as used,  occupied and
operated in the conduct of the Business does not constitute a nonconforming  use
under any Law.


                                       21
<PAGE>

            (e)  No  Origin  Subsidiary  has  received  written  notice  of,  or
otherwise had knowledge of, any condemnation,  fire, health,  safety,  building,
environmental, hazardous substances, pollution control, zoning or other land use
regulatory  proceedings,  either  instituted or planned to be instituted,  which
would have an effect on the  ownership,  use and operation of any portion of the
Real Property for its intended  purpose or the value of any material  portion of
the Real Property,  nor has any Origin Subsidiary received written notice of any
special assessment proceedings affecting any of the Real Property.

            (f) To the best of its knowledge,  all water,  sewer, gas, electric,
telephone  and  drainage  facilities,  and all other  utilities  required by any
applicable  law are installed to the property  lines of the Real  Property,  are
connected  pursuant to valid permits to municipal or public utility  services or
proper drainage facilities to permit full compliance with the requirement of all
Laws. To the best its knowledge,  no fact or condition exists which could result
in the  termination or reduction of the current access from the Real Property to
existing roads or to sewer or other utility services  presently serving the Real
Property.

            (g)  All  Permits,  certificates,   easements  and  rights  of  way,
including proof of dedication,  required from all  governmental  entities having
jurisdiction  over  the  Real  Property  for the use and  operation  of the Real
Property in the conduct of the Business and to ensure  vehicular and  pedestrian
ingress to and egress from the Real Property have been obtained.

            (h) No Origin  Subsidiary  has received  written  notice and has any
knowledge of any pending or  threatened  condemnation  proceeding  affecting the
Real  Property or any part  thereof or of any sale or other  disposition  of the
Real Property or any part thereof in lieu of condemnation.

            (i) No portion of the Real Property has suffered any material damage
by fire or other casualty which has not heretofore been completely  repaired and
restored to its original condition.

            (j)  There  are  no  encroachments  or  other  facts  or  conditions
affecting the Real Property that would be revealed by an accurate survey thereof
which would, individually or in the aggregate, interfere in any material respect
with the use,  occupancy or operation thereof as used,  occupied and operated in
the conduct of the Business.


                                       22
<PAGE>

      SECTION 4.16 Taxes,  Tax Returns and Audits.  Except as  specifically  set
forth in the September  Financial  Statements or Schedule  4.16, (a) each Origin
Subsidiary  has filed on a timely  basis  (taking  into  account any  extensions
received  from  the  relevant  taxing   authorities)  all  returns  and  reports
pertaining  to all Taxes that are or were  required  to be filed by such  Origin
Subsidiary with the appropriate taxing authorities in all jurisdictions in which
such returns and reports are or were required to be filed,  and all such returns
and reports are true,  correct and  complete in all material  respects,  (b) all
Taxes  that are due  from or may be  asserted  against  each  Origin  Subsidiary
(including  deferred  Taxes) in respect of or attributable to all periods ending
on or before the  Closing  Date have been or will be fully  paid,  deposited  or
adequately  provided for on the books and  financial  statements  of each Origin
Subsidiary or are being contested in good faith by appropriate proceedings,  (c)
no issues have been raised (or are currently pending) by any taxing authority in
connection  with any of the returns and reports  referred to in clause (a) which
might be determined  adversely to any Origin  Subsidiary and which could have an
Origin Material adverse effect,  (d) no Origin Subsidiary has given or requested
to give waivers or extensions of any statute of limitations  with respect to the
payment  of  Taxes  and (e) no tax  liens  which  have  not  been  satisfied  or
discharged by payment or concession  by the relevant  taxing  authority or as to
which  sufficient  reserves have not been established on the books and financial
statements  of each  Origin  Subsidiary  are in  force  as of the  date  hereof.
Schedule 4.16 sets forth all accurate and complete list of each taxing authority
to which  the  Origin  Subsidiaries  are  required  or may be  required  to file
notices,  returns or payments,  with a brief description of the tax or exemption
applicable to the Origin Subsidiary.

      SECTION 4.17 Absence of Certain  Changes.  Except as set forth on Schedule
4.17 or  agreed  by  CCAC in  advance  and  incurred  in  ordinary  business  in
compliance  with past practice,  no Origin  Subsidiary  has, since September 30,
2004:

            (a) issued, delivered or agreed to issue or deliver any stock, bonds
or other corporate  securities  (whether  authorized and unissued or held in the
treasury),  or granted or agreed to grant any options (including  employee stock
options), warrants or other rights for the issue thereof;


                                       23
<PAGE>

            (b)  borrowed or agreed to borrow any funds  exceeding  $200,000 (or
other currency  equivalent)  except current bank borrowings not in excess of the
amount thereof shown on the September Financial Statements;

            (c)  incurred  any  obligation  or  liability,   absolute,  accrued,
contingent  or otherwise,  whether due or to become due  exceeding  $200,000 (or
other currency  equivalent),  except current  liabilities for trade  obligations
incurred in the ordinary course of business and consistent with prior practice;

            (d) discharged or satisfied any encumbrance  exceeding  $200,000 (or
other  currency  equivalent)  other than those then required to be discharged or
satisfied,  or paid any obligation or liability  other than current  liabilities
shown on the September  Financial  Statements  and  liabilities  incurred  since
September 30, 2004 in the ordinary  course of business and consistent with prior
practice;

            (e) sold, transferred, leased to others or otherwise disposed of any
assets exceeding $100,000 (or other currency equivalent), except for inventories
sold in the  ordinary  course of business and assets no longer used or useful in
the conduct of its business,  or canceled or compromised  any debt or claim,  or
waived or released any right of substantial value;

            (f) received any notice of  termination  of any  Contract,  Lease or
other agreement, or suffered any damage,  destruction or loss exceeding $100,000
(or other currency  equivalent)  (whether or not covered by insurance) which, in
any case or in the aggregate,  has had, or might reasonably be expected to have,
an Origin Material Adverse Effect;

            (g) had any material  change in its relations  with its employees or
agents,  clients or  insurance  carriers  which has had or might  reasonably  be
expected to have an Origin Material Adverse Effect;

            (h)  transferred  or granted any rights  under,  or entered into any
settlement regarding the breach or infringement of, any Intellectual Property or
modified any existing rights with respect thereto;

            (i) declared or made,  or agreed to declare or make,  any payment of
dividends  or  distributions  of  any  assets  of  any  kind  whatsoever  to any
shareholder of any Origin  Subsidiary


                                       24
<PAGE>

or any affiliate of any  shareholder of any Origin  Subsidiary,  or purchased or
redeemed,  or agreed to purchase or redeem, any of its capital stock, or made or
agreed to make any payment to any  shareholder  of any Origin  Subsidiary or any
affiliate of any  shareholder  of any Origin  Subsidiary,  whether on account of
debt, management fees or otherwise;

            (j)  suffered  any other  material  adverse  effect  in its  assets,
liabilities, financial condition, results of operations or business; or

            (k) entered into any agreement or made any commitment to take any of
the  types of action  described  in any of the  foregoing  clauses  (other  than
clauses (f), (g) or (j)).

      SECTION 4.18  Employee  Plans;  Labor  Matters.  The  September  Financial
Statements and Schedule 4.18 together  contain an accurate and complete list and
description of all employee  benefits,  including  without  limitation  pension,
medical insurance,  work related injury insurance,  birth and nursery insurance,
unemployment  insurance and educational benefits,  which the Origin Subsidiaries
are obligated to pay, including amounts and recipients of such payments.  Except
as disclosed in the September Financial Statements or Schedule 4.18, each Origin
Subsidiary  has  complied  with  all  applicable  Laws  relating  to  employment
benefits,   including,   without   limitation,   pension,   medical   insurance,
work-related  injury  insurance,  birth  and  nursery  insurance,   unemployment
insurance and educational benefits. All contributions or payments required to be
made by each Origin  Subsidiary with respect to employee benefits have been made
on or before their due dates.  Except as disclosed  in the  September  Financial
Statements or Schedule 4.18, all such  contributions and payments required to be
made by any  employees  of any Origin  Subsidiary  with  respect to the employee
benefits  have  been  fully  deducted  and  paid  to the  relevant  Governmental
Authorities  on or before  their due  dates,  and no such  deductions  have been
challenged or disallowed  by any  Governmental  Authority or any employee of any
Origin Subsidiary.

      SECTION  4.19  Compliance  with  Law.  To the best of its  knowledge,  the
Business  has  been  conducted,  and is now  being  conducted,  by  each  Origin
Subsidiary in compliance in all material  respects with all applicable  Laws. No
Origin  Subsidiary  and no  officers,  directors  and  employees  of any  Origin
Subsidiary  (i) is, and during the past five years was, in violation  of, or not
in  compliance  with,  in any  material  respect all such  applicable  Laws with
respect to the conduct of the  Business;  and (ii) has  received any notice from
any  Governmental  Authority,  and to the best


                                       25
<PAGE>

of its  knowledge,  no Action  is  threatened  which  alleges  that such  Origin
Subsidiary has violated, or not complied with, any of the above.

      SECTION 4.20 No Illegal or Improper Transactions. No Origin Subsidiary nor
any  other  officer,  director,  employee,  agent  or  affiliate  of any  Origin
Subsidiary has offered, paid or agreed to pay to any Person or entity (including
any governmental official) or solicited,  received or agreed to receive from any
such  Person or  entity,  directly  or  indirectly,  in any  manner  which is in
violation  of any  applicable  policy  of  such  Origin  Subsidiary,  ordinance,
regulation  or law,  any money or  anything of value for the purpose or with the
intent of (i) obtaining or maintaining business for such Origin Subsidiary, (ii)
facilitating  the purchase or sale of any product or service,  or (iii) avoiding
the imposition of any fine or penalty.

      SECTION 4.21 Related  Transactions.  Except as set forth in the  September
Financial  Statements or Schedule 4.21, and except for compensation to employees
for  services  rendered,  no Origin  Subsidiary  and no other  current or former
director,  officer,  employee or shareholder or any associate (as defined in the
rules promulgated under the Exchange Act) of any Origin Subsidiary is presently,
or during the last three fiscal years has been,  (a) a party to any  transaction
with  any  Origin  Subsidiary  (including,  but not  limited  to,  any  Contract
providing  for the  furnishing  of  services  by, or rental of real or  personal
property from, or otherwise  requiring payments to, any such director,  officer,
employee or shareholder or such associate),  or (b) the direct or indirect owner
of an interest in any corporation,  firm,  association or business  organization
which is a present (or potential) competitor, supplier or customer of any Origin
Subsidiary  nor does any such Person  receive  income from any source other than
such Origin  Subsidiary  which  relates to the business  of, or should  properly
accrue to, such Origin Subsidiary.

      SECTION  4.22  Records.   The  books  of  account,   minute  books,  stock
certificate  books and stock  transfer  ledgers of each  Origin  Subsidiary  are
complete and correct in all material  respects,  and there have been no material
transactions  involving any Origin Subsidiary which are required to be set forth
therein and which have not been so set forth.

      SECTION 4.23 Insurance.  The September  Financial  Statements and Schedule
4.23 together set forth a complete list and complete and accurate description of
all insurance  policies  maintained by each Origin Subsidiary which are in force
as of the date hereof and the amounts of  coverage  thereunder.  During the past
three years, no Origin  Subsidiary has been refused insurance


                                       26
<PAGE>

      in connection  with the  Business,  nor has any claim in excess of $10,000
been made in respect of any such agreements or policies,  except as set forth in
the September  Financial  Statements and Schedule 4.23 hereto. Such insurance is
adequate to protect each Origin  Subsidiary and its financial  condition against
the risks involved in the conduct of the Business.

      SECTION 4.24  Litigation.  Except as set forth in Schedule 4.24, there are
no  Actions by any  Governmental  Authority  or Person by or against  any Origin
Subsidiary,  nor to the best of its  knowledge,  any  threatened  Action  by any
Governmental  Authority  or Person  against  any  Origin  Subsidiary.  No Origin
Subsidiary  or any of their  respective  property is subject to any Action by an
Governmental  Authority or Person which would cause an Origin  Material  Adverse
Effect.

      SECTION 4.25 Settled Litigation. Schedule 4.25 sets forth a description of
all  threatened,  withdrawn,  settled or  litigated  claims  against  the Origin
Subsidiaries during the last three years.

      SECTION 4.26 Brokers.  No broker,  finder or investment banker is entitled
to any  brokerage,  finder's or other fee or commission  in connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of any Origin Subsidiary or Origin Stockholder.

      SECTION  4.27  Disclosure.  No  representation  or  warranty by any Origin
Subsidiary or Origin Stockholder  contained in this Agreement and no information
contained  in any Schedule or other  instrument  furnished or to be furnished to
CCAC  pursuant  to  this  Agreement  or  in  connection  with  the  transactions
contemplated  hereby contains or will contain any untrue statement of a material
fact or omits or will omit to state a material  fact  necessary in order to make
the statements contained therein not misleading.

      SECTION   4.28   Survival   of   Representations   and   Warranties.   The
representations  and  warranties  of each  Origin  Subsidiary  set forth in this
Agreement shall survive the Closing for a period of four years,  except that the
representations  and warranties set forth in Sections 4.01,  4.02 and 4.03 shall
survive without limitation as to time and the representations and warranties set
forth in Section  4.16 shall  survive  until the  expiration  of the  statute of
limitations with respect to each respective Tax.


                                       27
<PAGE>

                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF CCAC

      CCAC  represents and warrants to Origin,  each Origin  Subsidiary and each
Origin Stockholder as follows:

      SECTION 5.01 Organization.  CCAC is a corporation duly organized,  validly
existing and in good standing  under the law of Delaware and Chardan Sub will be
organized under the laws of the BVI, respectively.

      SECTION 5.02 Capitalization.

            (a) Capitalization.

                  (i) The authorized  capital stock of CCAC includes  20,000,000
shares  of  common  stock  and  1,000,000  shares  of  preferred  stock of which
4,906,000  shares of common  stock are issued and  outstanding  and no shares of
preferred  stock  are  issued  and  outstanding.  There are  8,050,000  warrants
outstanding  to purchase  up to  8,050,000  shares of common  stock at a current
exercise price of $5.00 per share (the number and price subject to  adjustment),
expiring  March 22, 2009 and 350,000  warrants  exercisable at $9.90 to purchase
350,000 shares of common stock and 700,000 underlying warrants, each exercisable
for one share at $6.40 per underlying  warrant.  Except as set forth on Schedule
5.02(a),  there  are no  other  options,  warrants  or  rights  (other  than  as
contemplated by this Agreement) to acquire any capital stock of CCAC.

                  (ii) The authorized  capital stock of Chardan Sub will include
20,000,000  shares of common stock and 1,000,000  shares of preferred  stock, of
which 100 shares of common stock will be issued and  outstanding  solely to CCAC
and no shares of preferred stock will be issued and  outstanding.  There will be
no options, warrants or rights (other than as contemplated by this Agreement) to
acquire any capital stock of Chardan Sub.

                  (iii) Upon the merger of CCAC with and into  Chardan  Sub, for
the purpose of re-domestication into the BVI, (i) there will be issued 4,906,000
shares of common stock to the current shareholders of CCAC, and the existing 100
shares of Chardan Sub Stock issued and  outstanding  shares of Chardan Sub Stock
will be extinguished as a contribution to capital and (ii) there will be assumed
the obligation to issue up to 9,100,000  shares of common


                                       28
<PAGE>

stock upon exercise of the currently  outstanding  CCAC warrants and options set
forth herein and on Schedule 5.02(a).

                  (iv) Upon the  acquisition of Origin as  contemplated  by this
Agreement,  there will be issued  the  shares of Chardan  Sub Stock as set forth
elsewhere in this Agreement.

            (b) Ownership. CCAC will be the registered and sole beneficial owner
of all the  currently  issued  and  outstanding  shares of  Chardan  Sub  Stock,
aggregating 100 shares.

            (c)  Disputes.  There are no disputes,  arbitrations  or  litigation
proceedings  involving  CCAC with  respect to the common  stock and  outstanding
warrants, options and other rights relating to the capital stock of CCAC.

            (d) Issuances. Except for the issuance of common stock, warrants and
options  as set  forth  in the SEC  Reports  of  Chardan  and  the  Registration
Statement on Form SB-2, SEC Registration  Statement No.  333-111970,  there have
not been any issuances of capital  securities or options,  warrants or rights to
acquire the capital securities of CCAC.

            SECTION 5.03 Authority and Corporate Action; No Conflict.

      (a) CCAC has all  necessary  corporate  power and  authority to enter this
Agreement and,  subject to the requirement to obtain  stockholder  approval,  to
consummate the transactions contemplated hereby. Except for the actions required
to  redomesticate  CCAC in the British  Virgin  Islands,  all board of directors
action  necessary to be taken by CCAC to authorize the  execution,  delivery and
performance  of  this  Agreement,   the  Transaction  Documents  and  all  other
agreements  delivered  in  connection  with this  transaction  has been duly and
validly  taken.  This Agreement has been duly executed and delivered by CCAC and
constitutes the valid, binding, and enforceable  obligation of CCAC, enforceable
in accordance  with its terms,  except (i) as  enforceability  may be limited by
applicable  bankruptcy,  insolvency,   reorganization,   moratorium,  fraudulent
transfer  or similar  laws of general  application  now or  hereafter  in effect
affecting  the rights and remedies of  creditors  and by general  principles  of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity), (ii) as enforceability of any indemnification  provision may be limited
by  federal  and  state   securities   laws  and  public  policy  and  (iii)  as
enforceability may be limited by the absence of stockholder approval.


                                       29
<PAGE>

            (b) Neither the execution  and delivery of this  Agreement or any of
the  other  documents  contemplated  hereby  by CCAC nor  (assuming  receipt  of
stockholder  approval) the consummation of the transactions  contemplated hereby
or  thereby  will (i)  conflict  with,  result  in a breach or  violation  of or
constitute (or with notice of lapse of time or both constitute) a default under,
(A) the Certificate of Incorporation or By-Laws of CCAC or (B) any law, statute,
regulation,  order,  judgment  or decree  or any  instrument  contract  or other
agreement to which CCAC is a party or by which CCAC (or any of the properties or
assets of CCAC) is subject or bound; (ii) result in the creation of, or give any
party the right to create, any lien, charge, option,  security interest or other
encumbrance  upon the assets of CCAC;  (iii)  terminate  or modify,  or give any
third party the right to terminate  or modify,  the  provisions  or terms of any
contract to which CCAC is a party; or (iv) result in any suspension, revocation,
impairment,  forfeiture  or nonrenewal  of any permit,  license,  qualification,
authorization or approval applicable to CCAC.

      SECTION 5.04 Consents and Approvals.  Other than the requirement to obtain
stockholder  approval,  satisfy the  redomestication  and merger requirements of
Delaware and the British  Virgin  Islands or as set forth on Schedule  5.04, the
execution and delivery of this Agreement and the  Transaction  Documents by CCAC
does not, and the performance of this Agreement and the Transaction Documents by
each will not, require any consent, approval,  authorization or other action by,
or filing with or  notification  to, any  Governmental  Authority,  except where
failure to obtain such consents,  approvals,  authorizations  or actions,  or to
make such filings or notifications,  would not prevent it from performing any of
its material obligations under this Agreement and the Transaction Documents.

      SECTION  5.05 Valid  Issuance of Chardan Sub Stock.  At the  Closing,  the
shares of Chardan  Sub Stock to be issued to the Origin  Stockholders  hereunder
will be duly and validly authorized and, when issued and delivered in accordance
with the terms hereof for the consideration provided for herein, will be validly
issued  and will  constitute  legally  binding  obligations  of  Chardan  Sub in
accordance  with their  terms and will have been issued in  compliance  with all
applicable federal and state securities laws.

      SECTION 5.06 Financial Statements.

            (a) The audited consolidated  financial statements and the unaudited
consolidated  financial  statements  of CCAC included in CCAC's Annual Report on
Form 10-KSB


                                       30
<PAGE>

and its  Quarterly  Reports on Form 10-QSB that are  referred to in Section 5.06
fairly  present  in  conformity  with GAAP  applied  on a  consistent  basis the
financial  position and assets and  liabilities  of CCAC as of the dates thereof
and CCAC's  results of  operations  and cash  flows for the  periods  then ended
(subject,  in the case of any unaudited interim financial statement,  to normal,
recurring year-end adjustments which were not or are not expected to be material
in amount).  The balance sheet of CCAC as of September 30, 2004 that is included
in such financial statements is referred to herein as "CCAC's Balance Sheet."

            (b) Attached hereto as Schedule 5.06(b) is an unaudited,  unreviewed
balance  sheet  prepared by  management  of CCAC as of a date within  seven days
prior to the date of this Agreement of CCAC,  prepared in accordance  with GAAP,
applied on a consistent basis with prior practice of CCAC.

      SECTION 5.07 SEC Reports.

            (a) CCAC has  delivered  to Origin or there have been  available  by
public  means (i) CCAC's  Annual  Report on Form  10-KSB  for the  period  ended
December 31, 2003, (ii) CCAC's Quarterly Reports on Form 10-QSB for the quarters
ended  March 31,  2004 and June 30,  2004 and  September  30,2004  (iii)  CCAC's
prospectus,  dated March 16, 2004,  relating to its initial  public  offering of
securities, and (iv) all other reports filed by CCAC under the Exchange Act (all
of  such  materials,   together  with  any  amendments   thereto  and  documents
incorporated by reference therein, are referred to herein as the "SEC Reports").

            (b) As of its filing date or, if  applicable,  its  effective  date,
each SEC Report complied in all material  respects with the  requirements of the
Laws  applicable to CCAC for such SEC Report,  including the  Securities Act and
the Exchange Act.

            (c)  Each  SEC  Report  as of its  filing  date  and the  prospectus
referred to in clause (iii) of Section  5.07(a),  as of its effective  date, did
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact  necessary in order to make the  statements  made therein,  in the
light of the circumstances under which they were made, not misleading.  CCAC has
filed all reports  under the Exchange  Act that were  required to be filed as of
the date hereof and will have filed all such reports required to have been filed
through  the  Closing  Date  and has  otherwise  materially  complied  with  all
requirements of the Securities Act and the Exchange Act.


                                       31
<PAGE>

      SECTION  5.08 Trust Fund.  As of the date hereof and at the Closing  Date,
CCAC  has  and  will  have no  less  than  $20,527,500  invested  in  Government
Securities  in a trust  account with  JPMorgan  Chase NY Bank,  administered  by
Continental Stock Transfer & Trust Company,  less such amounts,  if any, as CCAC
is required to pay to  stockholders  who elect to have their shares  redeemed in
accordance with the provisions of CCAC's Certificate of Incorporation.

      SECTION  5.09  No  Undisclosed   Liabilities.   CCAC  does  not  have  any
liabilities,  debts or cash  contingencies,  pledges  in any form,  obligations,
undertakings  or  arrangements,  whether  known or unknown,  absolute,  accrued,
contingent or otherwise,  except (a) as and to the extent  reflected or reserved
against on CCAC's Balance Sheet; and (b) those incurred since September 30, 2004
in the ordinary course of business and consistent with prior practice.

      SECTION 5.10 Absence of Certain  Changes.  Except as set forth on Schedule
5.10 or as  contemplated  by this  Agreement  and  those  incurred  in  ordinary
business consistent with past practice, CCAC has not, since September 30, 2004:

            (a) issued, delivered or agreed to issue or deliver any stock, bonds
or other corporate  securities  (whether  authorized and unissued or held in the
treasury),  or granted or agreed to grant any options (including  employee stock
options), warrants or other rights for the issue thereof;

            (b) been removed  from trading on the OTC-BB  because of a breach or
violation of any applicable laws, or received notice by any security supervisory
agencies  warning or punishing CCAC due to a violation of exchange  market rules
or receive notice of termination or suspension in trading on the OTC-BB,  except
for suspensions for trading in normal situations.

            (c)  borrowed  or  agreed to borrow  any funds  exceeding  $200,000,
except current bank  borrowings not in excess of the amount thereof shown on the
Balance Sheet;

            (d)  incurred  any  obligation  or  liability,   absolute,  accrued,
contingent or otherwise, whether due or to become due exceeding $200,000, except
current  liabilities  for trade  obligations  incurred in the ordinary course of
business and consistent with prior practice;

            (e) discharged or satisfied any encumbrance exceeding $200,000 other
than those then required to be discharged or satisfied,  or paid any  obligation
or  liability  other than  current  liabilities  shown on the Balance  Sheet and
liabilities incurred since September 30, 2004 in the ordinary course of business
and consistent with prior practice;


                                       32
<PAGE>

            (f) sold, transferred, leased to others or otherwise disposed of any
assets exceeding $100,000, except for inventories sold in the ordinary course of
business and assets no longer used or useful in the conduct of its business,  or
canceled or  compromised  any debt or claim,  or waived or released any right of
substantial value;

            (g) received any notice of  termination  of any  Contract,  Lease or
other agreement, or suffered any damage,  destruction or loss exceeding $100,000
(whether or not covered by insurance)  which,  in any case or in the  aggregate,
has had,  or might  reasonably  be expected to have,  an CCAC  Material  Adverse
Effect;

            (h) had any material  change in its relations  with its employees or
agents,  clients or  insurance  carriers  which has had or might  reasonably  be
expected to have an CCAC Material Adverse Effect;

            (i)  suffered  any  other  serious  material  adverse  effect in its
assets, liabilities, financial condition, results of operations or business; or

            (j) entered into any agreement or made any commitment to take any of
the  types of action  described  in any of the  foregoing  clauses  (other  than
clauses (f), (g) or (i)).

      SECTION 5.11 Compliance with Law. The business of CCAC has been conducted,
and is now being  conducted,  in  compliance  in all material  respects with all
applicable Laws. CCAC and its officers, directors and employees (i) are not, and
during the  periods of CCAC's  existence  were not, in  violation  of, or not in
compliance  with, in any material  respect all such applicable Laws with respect
to the conduct of the  businesses of CCAC; and (ii) have not received any notice
from any Governmental  Authority,  and to the best of the knowledge of CCAC none
is threatened, alleging that CCAC has violated, or not complied with, any of the
above.

      SECTION 5.12  Litigation.  There are no actions,  suits,  arbitrations  or
other proceedings  pending or, to the best of the knowledge of CCAC,  threatened
against CCAC at law or in equity before any Governmental Authority. Neither CCAC
nor any of their  property  is  subject to any order,  judgment,  injunction  or
decree that would have a material  adverse  effect on the  business or financial
condition of CCAC.


                                       33
<PAGE>

      SECTION 5.13 Brokers.  No broker,  finder or investment banker is entitled
to any  brokerage,  finder's or other fee or commission  in connection  with the
transaction contemplated by this Agreement based upon arrangements made by or on
behalf of CCAC.

      SECTION   5.14   Survival   of   Representations   and   Warranties.   The
representations and warranties of CCAC set forth in this Agreement shall survive
the  Closing  for a period of four years,  except  that the  representations  in
Section 5.02 shall survive without limitation as to time.

      SECTION  5.15  Records.   The  books  of  account,   minute  books,  stock
certificate books and stock transfer ledgers of CCAC are complete and correct in
all material respects,  and there have been no material  transactions  involving
CCAC which are  required to be set forth  therein and which have not been so set
forth.

      SECTION 5.16 Disclosure.  No  representation or warranty by CCAC contained
in  this  Agreement  and no  information  contained  in any  Schedule  or  other
instrument  furnished or to be furnished  to Origin  Stockholders  or any Origin
Subsidiaries  pursuant to this Agreement or in connection with the  transactions
contemplated  hereby contains or will contain any untrue statement of a material
fact or omits or will omit to state a material  fact  necessary in order to make
the statements contained therein not misleading.

                                   ARTICLE VI
                  COVENANTS OF ORIGIN, THE ORIGIN SUBSIDIARIES
                           AND THE ORIGIN STOCKHOLDERS

      SECTION 6.01 Conduct of the Business.  Origin,  each Origin Subsidiary and
each Origin Stockholder  covenants and agrees that, from the date hereof through
the Closing Date,  except as otherwise  set forth in this  Agreement or with the
prior written consent of CCAC,  they shall,  and shall use their best efforts to
cause Origin each Origin Subsidiary to:

            (a) conduct the Business only in the ordinary course and in a manner
consistent  with the  current  practice of the  Business,  except as required to
reorganize  for the  purpose of  satisfying  Section  6.14  hereof,  to preserve
substantially  intact the business  organization of each Origin  Subsidiary,  to
keep available the services of the current employees of each Origin  Subsidiary,
to preserve the current  relationships of each Origin  Subsidiary with customers
and


                                       34
<PAGE>

other  persons  with which  each  Origin  Subsidiary  has  significant  business
relations and to comply with all Laws;

      (b) except as required to reorganize for the purpose of satisfying Section
6.14 hereof, not pledge, sell, transfer,  dispose or otherwise encumber or grant
any rights or interests to others of any kind with respect to all or any part of
the Origin Stock or Origin  Subsidiary  Stock,  or enter into any discussions or
negotiations with any other party to do so;

      (c) except as required to reorganize for the purpose of satisfying Section
6.14 hereof, not pledge, sell, lease, transfer, dispose of or otherwise encumber
any property or assets of any Origin Subsidiary, other than consistent with past
practices  and in the ordinary  course of business of each Origin  Subsidiary or
enter into any discussions or negotiations with any other party to do so;

      (d) except as required to reorganize for the purpose of satisfying Section
6.14  hereof,  not issue any  shares of  capital  stock of Origin or any  Origin
Subsidiary  or any other  class of  securities,  whether  debt  (other than debt
incurred in the ordinary  course of business and consistent  with past practice)
or equity,  of Origin or any Origin  Subsidiary  or any options  therefor or any
securities  convertible  into or exchangeable for capital stock of Origin or any
Origin  Subsidiary  or enter into any  agreements in respect of the ownership or
control of such capital stock;

      (e) not declare any dividend or make any distribution in cash,  securities
or otherwise on the outstanding  shares of capital stock of Origin or any Origin
Subsidiary  or directly or  indirectly  redeem,  purchase or in any other manner
whatsoever  advance,  transfer  (other  than in payment  for goods  received  or
services  rendered in the ordinary course of business),  or distribute to any of
their  affiliates or otherwise  withdraw cash or cash  equivalents in any manner
inconsistent with established cash management practices,  except to pay existing
indebtedness of any Origin Subsidiary;

            (f) not make,  agree to make or announce  any general wage or salary
increase or enter into any  employment  contract or,  unless  provided for on or
before  the date of this  Agreement,  increase  the  compensation  payable or to
become  payable to any officer or employee of any Origin  Subsidiary or adopt or
increase the benefits of any bonus, insurance, pension or other


                                       35
<PAGE>

employee  benefit  plan,  payment or  arrangement,  except for those  increases,
consistent  with past practices,  normally  occurring as the result of regularly
scheduled  salary  reviews and increases,  and except for increases  directly or
indirectly required as a result of changes in applicable law or regulations;

            (g) not to amend the  Memorandum  and  Articles of  Association  (or
other organizational documents) of Origin or any Origin Subsidiary;

            (h) except as required to  reorganize  for the purpose of satisfying
Section 6.14, not to merge or consolidate  with, or acquire all or substantially
all the assets of, or otherwise acquire any business operations of, any Person;

            (i)  not to  make  any  payments  outside  the  ordinary  course  of
business; and

            (j) not make any capital  expenditures,  except in  accordance  with
prudent business and operational practices consistent with prior practice.

      SECTION 6.02 Access to Information.

            (a) Between the date of this Agreement and the Closing Date, Origin,
each Origin Subsidiary and each Origin  Stockholder will (i) permit CCAC and its
Representatives  reasonable  access to all of the books,  records,  reports  and
other related materials,  offices and other facilities and properties of Origin,
each   Origin   Subsidiary   and  the   Business;   (ii)  permit  CCAC  and  its
Representatives to make such inspections thereof as CCAC may reasonably request;
and (iii) furnish CCAC and its Representatives with such financial and operating
data (including without limitation the work papers of Origin's  Accountants) and
other  information  with  respect to Origin and each Origin  Subsidiary  and the
Business as CCAC may from time to time reasonably request.

            (b) Between the date of this  Agreement and the Closing  Date,  CCAC
shall be  permitted  to meet with and  interview  all  employees  of each Origin
Subsidiary.

      SECTION 6.03 Insurance.  Through the Closing Date,  Origin and each Origin
Stockholder shall cause Origin and each Origin Subsidiary to maintain  insurance
policies providing  insurance coverage for the Business and the assets of Origin
and each Origin Subsidiary


                                       36
<PAGE>

of the  kinds,  in  the  amounts  and  against  the  risks  as are  commercially
reasonable for the businesses and risks covered.

      SECTION 6.04 Protection of Confidential Information; Non-Competition.

            (a) Confidential  Information.  Each Origin Stockholder acknowledges
that:

                  (i) As a result of their stock  ownership of and employment by
the Origin Subsidiaries,  they have obtained secret and confidential information
concerning the Business,  including, without limitation,  financial information,
trade   secrets   and   "know-how,"   customers,   and   certain   methodologies
("Confidential Information").

                  (ii) The Origin  Subsidiaries will suffer  substantial  damage
which  will  be  difficult  to  compute  if  they  should  divulge  Confidential
Information   or  enter  a  business   competitive   with  that  of  the  Origin
Subsidiaries.

                  (iii)  The  provisions  of this  Section  are  reasonable  and
necessary for the protection of the Business.

            (b) Maintain Confidentiality.  Each Origin Stockholder agrees to not
at any  time  after  the  date  hereof  divulge  to any  person  or  entity  any
Confidential  Information  obtained or learned as a result of stock ownership of
Origin  or any  Origin  Subsidiary  and  employment  by  Origin  or  any  Origin
Subsidiary  except (i) with the express written consent of CCAC on or before the
Closing  Date and of Chardan  Sub's Board of Directors  thereafter;  (ii) to the
extent that any such  information is in the public domain other than as a result
of a  breach  of any  obligations  hereunder;  or  (iii)  where  required  to be
disclosed by court order,  subpoena or other government  process.  If any Origin
Stockholder  shall be required to make disclosure  pursuant to the provisions of
clause (iii) of the preceding sentence,  it will promptly,  but in no event more
than 72 hours after learning of such subpoena,  court order, or other government
process, notify, by personal delivery or by electronic means, confirmed by mail,
Origin or the relevant  Origin  Subsidiary and, at Origin or the relevant Origin
Subsidiary's expense, shall: (i) take all reasonably necessary steps required by
Origin or the relevant  Origin  Subsidiary to defend against the  enforcement of
such subpoena,  court order or other government process,  and (ii) permit Origin
or the relevant Origin  Subsidiary


                                       37
<PAGE>

to  intervene  and  participate  with  counsel of its  choice in any  proceeding
relating to the enforcement thereof.

            (c) Records.  At the Closing,  each Origin Stockholder will promptly
deliver to Origin and each Origin  Subsidiary  all  original  memoranda,  notes,
records,  reports, manuals, formula and other documents relating to the Business
and all  property  associated  therewith,  which they then possess or have under
their control;  provided,  however, that they shall be entitled to retain copies
of such documents reasonably necessary to document their financial  relationship
with Origin and Origin Subsidiary.

            (d)  Non-Compete.  During  the  Non-Competition  Period,  no  Origin
Stockholder,  without the prior written permission of Origin, shall, anywhere in
the PRC, Hong Kong and Taiwan, directly or indirectly, (i) enter into the employ
of or render any  services to any  person,  firm or  corporation  engaged in any
business which is a "Competitive  Business" (as defined  below);  (ii) engage in
any Competitive  Business for his own account;  (iii) become  associated with or
interested in any Competitive Business as an individual,  partner,  shareholder,
creditor,  director, officer,  principal, agent, employee, trustee,  consultant,
advisor or in any other relationship or capacity; (iv) employ or retain, or have
or cause any other  person or entity to employ or  retain,  any  person  who was
employed  or  retained  by Origin,  any Origin  Subsidiary  or any other  Origin
Stockholder in the six-month period prior to the date that all  relationships of
such person  terminates  with  Origin,  any Origin  Subsidiary  or other  Origin
Stockholder;  or (v) solicit,  interfere  with,  or endeavor to entice away from
Origin,  any Origin Subsidiary or any Origin  Stockholder,  for the benefit of a
Competitive  Business,  any of its  customers or other persons with whom Origin,
any Origin  Subsidiary or any Origin  Stockholder  has a business  relationship.
However,  nothing in this Agreement  shall  preclude them from  investing  their
personal  assets in the securities of any  corporation or other business  entity
which is engaged in a Competitive  Business if such  securities  are traded on a
national stock exchange or in the over-the-counter market and if such investment
does not result in their  beneficially  owning, at any time, more than 1% of the
publicly-traded equity securities of such Competitive Business.

            (e)  Injunctive  Relief.  If any  Origin  Stockholder  breaches,  or
threatens to breach,  any of the  provisions  of Sections  6.04 (b), (c) or (d),
Origin and each  Origin  Subsidiary  shall have the right and remedy to have the
provisions  of this  Section  6.04  specifically  enforced  by


                                       38
<PAGE>

any  Governmental  Authority,  it being  acknowledged  and agreed by each Origin
Stockholder  that any such breach or  threatened  breach will cause  irreparable
injury to Origin and the Origin  Subsidiaries  and that money  damages  will not
provide an adequate remedy.

            (f)  Modification  of Scope.  If any provision of Sections 6.04 (b),
(c) or (d) is held to be unenforceable because of the scope, duration or area of
its applicability,  the Governmental  Authority making such determination  shall
have the power to modify such scope, duration, or area, or all of them, and such
provision or provisions shall then be applicable in such modified form.

            (g) Competitive Business. As used in this Agreement,

                  (i)  "Competitive  Business" means any business which operates
in any aspect of the Business; and

                  (ii)  "Non-Competition  Period" means the period  beginning on
the Closing  Date and ending on the later of five years from the Closing Date or
two years after the date all  relationships  between an Origin  Stockholder  and
Origin or an Origin Subsidiary have been terminated,  including relationships as
a consultant or employee.

      SECTION 6.05  Post-Closing  Assurances.  Origin and each Origin Subsidiary
from time to time after the  Closing,  at CCAC's  request,  will take such other
actions and execute and deliver such other documents, certifications and further
assurances as CCAC may reasonably  require in order to manage and operate Origin
and the Origin  Subsidiaries  and the  Business,  including  but not  limited to
executing such certificates as may be reasonably requested by CCAC's Accountants
in  connection  with any audit of the  financial  statements  of Origin  and any
Origin Subsidiary for any period through the Closing Date.

      SECTION  6.06 No Other  Negotiations.  Until the earlier of the Closing or
the termination of this Agreement, neither any Origin Stockholder nor Origin nor
any Origin Subsidiary shall (a) solicit, encourage,  directly or indirectly, any
inquiries, discussions or proposals for, (b) continue, propose or enter into any
negotiations or discussions  looking toward,  or (c) enter into any agreement or
understanding  providing for any acquisition of any capital stock of Origin, any
Origin  Subsidiary or of any part of their respective assets or the Business (in
whole


                                       39
<PAGE>

or in part), nor shall any Origin  Stockholder or Origin Subsidiary  provide any
information to any Person for the purpose of evaluating or  determining  whether
to make or pursue  any such  inquiries  or  proposals  with  respect to any such
acquisition.  Origin,  each Origin  Stockholder and each Origin Subsidiary shall
immediately  notify CCAC of any such  inquiries  or  proposals  or requests  for
information for such purpose.

      SECTION 6.07 No Securities Transactions.  No Origin Stockholder nor any of
their  affiliates,  directly or  indirectly,  shall  engage in any  transactions
involving  the  securities  of CCAC  prior to the time of the making of a public
announcement of the  transactions  contemplated  by this Agreement.  Each Origin
Subsidiary  shall  use  its  best  efforts  to  require  each  of its  officers,
directors,  employees,  agents and  Representatives to comply with the foregoing
requirement.

      SECTION 6.08 Fulfillment of Conditions.  Each Origin  Stockholder and each
Origin  Subsidiary  shall use their  best  efforts  to  fulfill  the  conditions
specified in Article IX to the extent that the fulfillment of such conditions is
within their control.  The foregoing  obligation  includes (a) the execution and
delivery of documents  necessary or desirable  to  consummate  the  transactions
contemplated  hereby and (b) taking or  refraining  from such  actions as may be
necessary  to fulfill  such  conditions  (including  using their best efforts to
conduct the Business in such manner that on the Closing Date the representations
and warranties of Origin,  each Origin  Subsidiary  and each Origin  Stockholder
contained  herein shall be accurate as though then made,  except as contemplated
by the terms hereof).

      SECTION 6.09 Disclosure of Certain  Matters.  From the date hereof through
the Closing Date,  Origin,  each Origin  Subsidiary and each Origin  Stockholder
shall give CCAC prompt written  notice of any event or  development  that occurs
that (a) had it  existed  or been  known  on the date  hereof  would  have  been
required  to be  disclosed  under  this  Agreement,  (b) would  cause any of the
representations and warranties of Origin, each Origin Subsidiary and each Origin
Stockholder contained herein to be inaccurate or otherwise misleading, (c) gives
Origin, each Origin Subsidiary and each Origin Stockholder any reason to believe
that any of the conditions set forth in Article IX will not be satisfied, (d) is
of a nature that is or may be materially adverse to the operations, prospects or
condition (financial or otherwise) of any Origin Subsidiary or (e) would require
any amendment or supplement to the Proxy Statement.


                                       40
<PAGE>

      SECTION 6.10 Regulatory and Other Authorizations; Notices and Consents.

            (a) Origin, each Origin Subsidiary and each Origin Stockholder shall
use  their  commercially   reasonable  efforts  to  obtain  all  authorizations,
consents,  orders and approvals of all  Governmental  Authorities  and officials
that may be or become  necessary  for their  execution  and delivery of, and the
performance of their obligations pursuant to, this Agreement and the Transaction
Documents and will cooperate  fully with CCAC in promptly  seeking to obtain all
such authorizations, consents, orders and approvals.

            (b) Origin, each Origin Subsidiary and each Origin Stockholder shall
give promptly such notices to third parties and use its or their best efforts to
obtain such third party  consents and estoppel  certificates  as CCAC may in its
reasonable  discretion  deem  necessary  or  desirable  in  connection  with the
transactions contemplated by this Agreement.

            (c) CCAC shall  cooperate and use all  reasonable  efforts to assist
Origin,  each  Origin  Subsidiary  and each  Origin  Stockholder  in giving such
notices  and  obtaining  such  consents  and  estoppel  certificates;  provided,
however,  that CCAC  shall have no  obligation  to give any  guarantee  or other
consideration  of any  nature in  connection  with any such  notice,  consent or
estoppel  certificate  or to consent to any change in the terms of any agreement
or  arrangement  which  CCAC in its  sole  discretion  may deem  adverse  to the
interests of CCAC, the Origin Subsidiaries or the Business.

      SECTION  6.11  Use  of  Intellectual  Property.  Each  Origin  Stockholder
acknowledges that from and after the Closing,  all the Intellectual  Property of
any kind related to or used in  connection  with the Business  shall be owned by
Origin or an Origin  Subsidiary,  that no  Origin  Stockholder  nor any of their
affiliates shall have any rights in the Intellectual Property and that no Origin
Stockholder  nor any of their  affiliates will contest the ownership or validity
of any  rights of Chardan  Sub,  Origin or any  Origin  Subsidiary  in or to the
Intellectual Property.

      SECTION 6.12 Related Tax. Each Origin Stockholder  covenants and agrees to
pay any tax and  duties  assessed  on the  part of such  Origin  Stockholder  in
connection  with,  or as a result of the  issuance  of the Chardan Sub Stock and
other  consideration  received  pursuant  to  this  Agreement  required  by  any
Governmental Authority.


                                       41
<PAGE>

      SECTION 6.13 Origin  Acquisition.  Origin, each Origin Subsidiary and each
Origin  Stockholder  shall do all things  necessary in order to  effectuate  and
consummate the Origin Acquisition.

      SECTION 6.14 Origin Merger  Reorganization.  Prior to the Closing,  Origin
and the Origin  Subsidiaries will be prepared to be reorganized such that at the
Closing there will be a parent holding  corporation  formed under British Virgin
Islands law with the wholly and  beneficially  owned or controlled  companies as
set forth on Schedule A.

      SECTION 6.15 Origin Proxy Information.  As a condition to CCAC calling and
holding the Stockholder  Meeting (as hereinafter  defined),  Origin,  the Origin
Subsidiaries and the Origin  Stockholders  will furnish to CCAC such information
as is reasonably required by CCAC for the preparation of the Proxy Statement (as
hereinafter  defined) in accordance with the  requirements of the Commission (as
hereinafter defined),  including full and accurate descriptions of the Business,
material agreements  affecting the Business,  Origin and the Origin Subsidiaries
and the  reorganization  of  Origin  and the  Origin  Subsidiaries,  the  Origin
Stockholders and the audited consolidated financial statements of Origin and the
Origin  Subsidiaries  for each of the three years ended December 31, 2003, which
financial  statements will include a balance sheet,  statement of operations and
statement of cash flows,  prepared in accordance with either PRC GAAP reconciled
to US  GAAP  or  entirely  in US  GAAP,  together  with  footnotes  and  interim
consolidated  quarterly financial statements for the quarter ended September 30,
2004, as required by the rules and regulations of the Commission for combination
proxy  statement  disclosure  (collectively,  "Origin Proxy  Information").  The
Origin  Proxy  Information  will not contain any untrue  statement of a material
fact or omit to state a material fact  necessary in order to make the statements
in the Origin Proxy Information not misleading.

      SECTION  6.16  Interim  Financial  Information.  From  the  date  of  this
Agreement until the Closing, Origin and the Origin Subsidiaries shall provide to
CCAC  a copy  of  (i)  the  monthly  internal  management  report  of  financial
information  concerning Origin and the Origin  Subsidiaries on an individual and
consolidated  basis,  and (ii) a monthly  pro  forma  balance  sheet and  income
statement  on an  individual  and  consolidated  basis for Origin and the Origin
Subsidiaries. The above interim financial information shall be delivered to CCAC
within twenty-five (25) days after each monthly  anniversary of the date of this
Agreement.  Origin and the


                                       42
<PAGE>

Origin  Subsidiaries will prepare the above financial  information in good faith
in accordance with PRC GAAP.

                                  ARTICLE VII
                                COVENANTS OF CCAC

      SECTION 7.01 Conduct of the Business. CCAC covenants and agrees that, from
the date  hereof  through  the  Closing  Date,  except (i) in the  context of an
unsolicited,   bona  fide  written  proposal  for  a  superior   transaction  or
consummation  of a superior  transaction,  (ii) as  otherwise  set forth in this
Agreement or (iii) with the prior written consent of Origin, it shall:

            (a) conduct its business only in the ordinary course and in a manner
consistent with the current  practice of their  business,  except as required to
reorganize for the purpose of redomestication,  to preserve substantially intact
the business  organization of each CCAC and Chardan Sub (when  established),  to
preserve the current  relationships  of CCAC and Chardan Sub with  customers and
other  persons with which they have has  significant  business  relations and to
comply with all Laws;

            (b)  except  as   required   to   reorganize   for  the  purpose  of
redomestication,  not pledge, sell,  transfer,  dispose or otherwise encumber or
grant any rights or  interests  to others of any kind with respect to all or any
part of the capital securities of CCAC or Chardan Sub (when established);

            (c)  except  as   required   to   reorganize   for  the  purpose  of
redomestication,  not pledge,  sell,  lease,  transfer,  dispose of or otherwise
encumber  any  property or assets of CCAC and  Chardan  Sub (when  established),
other than consistent with past practices and in the ordinary course of business
of CCAC and Chardan Sub (when established);

            (d)  except  as   required   to   reorganize   for  the  purpose  of
redomestication,  not issue any shares of capital  stock of CCAC and Chardan Sub
(when  established)  or any other class of securities,  whether debt (other than
debt  incurred in the  ordinary  course of  business  and  consistent  with past
practice) or equity,  of CCAC and Chardan Sub (when  established) or any options
therefor or any securities convertible into or exchangeable for capital stock of
CCAC and


                                       43
<PAGE>

Chardan Sub (when  established)  or enter into any  agreements in respect of the
ownership or control of such capital stock;

            (e) not  declare  any  dividend  or make any  distribution  in cash,
securities or otherwise on the  outstanding  shares of capital stock of CCAC and
Chardan Sub (when established) or directly or indirectly redeem,  purchase or in
any other manner whatsoever  advance,  transfer (other than in payment for goods
received or services rendered in the ordinary course of business), or distribute
to any of their affiliates or otherwise withdraw cash or cash equivalents in any
manner  inconsistent with established cash management  practices,  except to pay
existing indebtedness of CCAC and Chardan Sub (when established);

            (f) not make,  agree to make or announce  any general wage or salary
increase or enter into any  employment  contract or,  unless  provided for on or
before  the date of this  Agreement,  increase  the  compensation  payable or to
become  payable  to any  officer  or  employee  of CCAC and  Chardan  Sub  (when
established) or adopt or increase the benefits of any bonus, insurance,  pension
or other  employee  benefit  plan,  payment  or  arrangement,  except  for those
increases,  consistent with past practices,  normally occurring as the result of
regularly  scheduled  salary  reviews and  increases,  and except for  increases
directly  or  indirectly  required as a result of changes in  applicable  law or
regulations;

            (g)  except  as   required   to   reorganize   for  the  purpose  of
redomestication,  not to amend the  Certificate of  Incorporation  or By-laws or
Memorandum and Articles of Association  (or other  organizational  documents) of
CCAC and Chardan Sub (when established);

            (h)  except  as   required   to   reorganize   for  the  purpose  of
redomestication,   not  to  merge  or  consolidate   with,  or  acquire  all  or
substantially  all the assets of, or otherwise  acquire any business  operations
of, any Person;

            (i)  not to  make  any  payments  outside  the  ordinary  course  of
business; and

            (j) not make any capital  expenditures,  except in  accordance  with
prudent business and operational practices consistent with prior practice.

      SECTION  7.02  Stockholder  Meeting.  CCAC  shall  cause a meeting  of its
stockholders (the  "Stockholder  Meeting") to be duly called and held as soon as
reasonably


                                       44
<PAGE>

practicable  for the  purpose of voting on the  adoption  of this  Agreement  as
required by CCAC's  certificate  of  incorporation.  The directors of CCAC shall
recommend  to its  stockholders  that they vote in favor of the adoption of such
matter. In connection with such meeting,  CCAC (a) will file with the Securities
and  Exchange  Commission  ("Commission")  as  promptly as  practicable  a proxy
statement  meeting the requirements of the Exchange Act ("Proxy  Statement") and
all other proxy  materials for such  meeting,  (b) upon receipt of approval from
the  Commission,  will mail to its  stockholders  the Proxy  Statement and other
proxy materials, (c) will use its best efforts to obtain the necessary approvals
by its stockholders of this Agreement and the transactions  contemplated hereby,
and (d) will  otherwise  comply with all legal  requirements  applicable to such
meeting.  As a condition to the filing and distribution to the CCAC stockholders
of the Proxy  Statement,  CCAC will have received the Origin Proxy  Information.

      SECTION  7.03  Fulfillment  of  Conditions.  From the date  hereof  to the
Closing  Date,  CCAC  shall  use its best  efforts  to  fulfill  the  conditions
specified in Article IX to the extent that the fulfillment of such conditions is
within its control.  The  foregoing  obligation  includes (a) the  execution and
delivery of documents  necessary or desirable  to  consummate  the  transactions
contemplated  hereby,  and (b) taking or refraining  from such actions as may be
necessary to fulfill such conditions  (including conducting the business of CCAC
in such manner that on the Closing Date the  representations  and  warranties of
CCAC contained herein shall be accurate as though then made).

      SECTION 7.04 Disclosure of Certain  Matters.  From the date hereof through
the Closing Date, CCAC shall give Origin, the Origin Subsidiaries and the Origin
Stockholders  prompt written notice of any event or development that occurs that
(a) had it existed or been known on the date hereof would have been  required to
be disclosed  under this Agreement,  (b) would cause any of the  representations
and  warranties  of  CCAC  contained   herein  to  be  inaccurate  or  otherwise
misleading,  (c) gives CCAC any reason to believe that any of the conditions set
forth in Article IX will not be satisfied,  (d) is of a nature that is or may be
materially  adverse to the  operations,  prospects  or condition  (financial  or
otherwise)  of CCAC,  or (e) would  require any  amendment or  supplement to the
Proxy Statement.

      SECTION 7.05 Chardan Sub Incorporation.  CCAC will cause Chardan Sub to be
incorporated and duly organized,  to adopt the Plan of Merger, to effectuate the
Chardan Merger, to


                                       45
<PAGE>

issue the Chardan Sub Stock and to do all other things as are  necessary  for it
to do as a constituent corporation to the Chardan Merger. The Board of Directors
of Chardan Sub following the Closing shall consist of seven  directors,  five of
whom  shall be  appointed  by the Origin  Stockholders  and two of whom shall be
appointed by CCAC.

      SECTION 7.06  Post-Closing  Assurances.  CCAC and Chardan Sub from time to
time after the Closing,  at Origin or Origin  Stockholders'  request,  will take
such other actions and execute and deliver such other documents,  certifications
and further  assurances as Origin or Origin  Stockholders may reasonably require
in order to manage and operate CCAC and Chardan Sub and the Business,  including
but not limited to executing such certificates as may be reasonably requested by
Origin or Origin  Stockholders'  Accountants in connection with any audit of the
financial  statements of CCAC and Chardan Sub for any period through the Closing
Date.

      SECTION 7.07 Regulatory and Other Authorizations; Notices and Consents.

            (a)  CCAC  and  Chardan  Sub  (when  established)  shall  use  their
commercially reasonable efforts to obtain all authorizations,  consents,  orders
and  approvals of all  Governmental  Authorities  and  officials  that may be or
become  necessary for their  execution and delivery of, and the  performance  of
their obligations pursuant to, this Agreement and the Transaction  Documents and
will cooperate fully with Origin,  Origin  Subsidiary or Origin  Stockholders in
promptly  seeking  to  obtain  all such  authorizations,  consents,  orders  and
approvals.

            (b) CCAC and Chardan Sub (when established) shall give promptly such
notices to third  parties and use its or their best efforts to obtain such third
party consents and estoppel  certificates as Origin, Origin Subsidiary or Origin
Stockholders may in their  reasonable  discretion deem necessary or desirable in
connection with the transactions contemplated by this Agreement.

      SECTION 7.08 Books and Records.

            (a) On and after the Closing Date, CCAC will cause Chardan Sub (when
established) to permit the Origin Stockholders and their Representatives, during
normal  business  hours, to have access to and to examine and make copies of all
books  and  records  of the  Origin  Subsidiaries  which are  delivered  to CCAC
pursuant  to this  Agreement  and which  relate to the


                                       46
<PAGE>

Business or the Origin  Subsidiaries or to events occurring prior to the Closing
Date or to transactions or events occurring subsequent to the Closing Date which
arise out of transactions  or events  occurring prior to the Closing Date to the
extent  reasonably  necessary  to the Origin  Stockholders  in  connection  with
preparation   of  any  Tax  returns,   Tax  audits,   government  or  regulatory
investigations,  lawsuits or any other  matter in which the Origin  Stockholders
are a party  to the  proceeding  or in which  they  have a  reasonable  business
interest.

            (b) CCAC will cause  Chardan Sub to preserve  and keep all books and
records with respect to the Origin Subsidiaries and the Business for a period of
at least seven years from the Closing Date. After such seven year period, before
Chardan Sub (when established)  shall dispose of any such books and records,  at
least 90 days' prior written notice to such effect shall be given by Chardan Sub
to the  Origin  Stockholders  and the  Origin  Stockholders  shall  be  given an
opportunity,  at their cost and expense, to remove and retain all or any part of
such books or records as they may select.

                                  ARTICLE VIII
                       ADDITIONAL COVENANTS OF THE PARTIES

      SECTION 8.01 Other Information.  If in order to properly prepare documents
required to be filed with any Governmental  Authority or financial statements of
the Origin  Subsidiaries,  it is necessary  that either Party be furnished  with
additional information relating to such Origin Subsidiaries or the Business, and
such  information is in the possession of the other Party,  such Party agrees to
use its best  efforts to furnish  such  information  in a timely  manner to such
other  Party,  at the  cost  and  expense  of the  Party  being  furnished  such
information.

      SECTION 8.02 Mail Received After Closing.

            (a) If  Chardan  Sub or any  Origin  Subsidiary  receives  after the
Closing any mail or other  communications  addressed to any Origin  Stockholder,
Chardan  Sub may open  such  mail or  other  communications  and  deal  with the
contents  thereof  in its  discretion  to the  extent  that  such  mail or other
communications  and the  contents  thereof  relate to the  Origin  Subsidiaries.
Chardan  Sub  will  deliver  promptly  or cause to be  delivered  to the  Origin
Stockholders  all other mail  addressed to them and the contents  thereof  which
does not relate to the Origin Subsidiaries or the Business.


                                       47
<PAGE>

            (b) If any Origin  Stockholder  receives after the Closing Date mail
or other  communications  addressed to them which relate to Origin or the Origin
Subsidiaries, they shall promptly deliver or cause to be delivered all such mail
and the contents thereof to Chardan Sub and Origin.

      SECTION  8.03  Further  Action.  Each of the Parties  shall  execute  such
documents  and other papers and take such further  actions as may be  reasonably
required or desirable to carry out the  provisions  hereof and the  transactions
contemplated  hereby.  Upon the terms and subject to the conditions hereof, each
of the Parties  shall use its best  efforts to take,  or cause to be taken,  all
actions and to do, or cause to be done,  all other things  necessary,  proper or
advisable  to  consummate  and make  effective  as promptly as  practicable  the
transactions contemplated by this Agreement.

      SECTION  8.04  Schedules.   The  Parties  shall  have  the  obligation  to
supplement  or  amend  the  Schedules  being  delivered  concurrently  with  the
execution  of this  Agreement  and  annexed  hereto  with  respect to any matter
hereafter  arising or discovered which, if existing or known at the date of this
Agreement,  would  have  been  required  to be set  forth  or  described  in the
Schedules.  The  obligations of the Parties to amend or supplement the Schedules
being delivered  herewith shall  terminate on the Closing Date.  Notwithstanding
any such  amendment or  supplementation,  for purposes of Section  8.02(a),  the
representations  and  warranties of the Parties shall be made with  reference to
the Schedules as they exist at the time of execution of this Agreement.

      SECTION 8.05 Execution of Agreements. On or before the Closing Date, CCAC,
Origin,  each Origin  Subsidiary and each Origin  Stockholder  shall execute and
deliver each Transaction Document which it is a party to.

      SECTION 8.06  Confidentiality.  Origin,  each Origin  Subsidiary  and each
Origin  Stockholder,  on the one hand,  and CCAC and,  on and after the  Closing
Date,  Chardan  Sub,  on the  other  hand,  shall  hold and  shall  cause  their
respective  Representatives  to hold in strict  confidence,  unless compelled to
disclose by judicial or administrative  process or by other requirements of law,
all documents and  information  concerning the other Party  furnished it by such
other  Party  or  its   Representatives  in  connection  with  the  transactions
contemplated by this Agreement  (except to the extent that such  information can
be  shown  to have  been  (a)  previously  known  by the  Party  to


                                       48
<PAGE>

which it was furnished,  (b) in the public domain through no fault of such Party
or (c) later lawfully acquired from other sources, which source is not the agent
of the other  Party,  by the Party to which it was  furnished),  and each  Party
shall not release or disclose such  information to any other person,  except its
Representatives in connection with this Agreement. Each Party shall be deemed to
have satisfied its obligations to hold  confidential  information  concerning or
supplied  by the  other  Party  if it  exercises  the  same  care as it takes to
preserve confidentiality for its own similar information.

      SECTION 8.07 Public  Announcements.  From the date of this Agreement until
Closing or termination,  CCAC,  Origin,  each Origin  Subsidiary and each Origin
Stockholder  shall cooperate in good faith to jointly prepare all press releases
and public  announcements  pertaining  to this  Agreement  and the  transactions
governed  by it, and none of the  foregoing  shall issue or  otherwise  make any
public  announcement  or  communication  pertaining  to  this  Agreement  or the
transaction  without  the prior  consent  of CCAC (in the case of  Origin,  each
Origin Subsidiary and each Origin  Stockholder) or Origin (in the case of CCAC),
except as required by any legal  requirement or by the rules and regulations of,
or pursuant to any agreement of a stock exchange or trading  system.  Each party
will not  unreasonably  withhold  approval  from the others with  respect to any
press release or public announcement. If any party determines with the advice of
counsel  that it is  required  to make  this  Agreement  and  the  terms  of the
transaction  public or otherwise issue a press release or make public disclosure
with respect  thereto,  it shall at a reasonable  time before  making any public
disclosure,  consult with the other party regarding such  disclosure,  seek such
confidential  treatment  for such terms or  portions  of this  Agreement  or the
transaction as may be reasonably  requested by the other party and disclose only
such  information as is legally  compelled to be disclosed.  This provision will
not apply to communications  by any party to its counsel,  accountants and other
professional advisors.

      SECTION 8.08 Board of CCAC - Chardan Sub.

            (a) The board of  directors of CCAC or Chardan Sub after the Closing
(whichever is the public company) will consist of 9 persons. The Proxy Statement
will present the  following  persons as nominees for election as directors for a
period of one year after the  Closing,  or until their  successor is elected and
take  office:  Kerry  Propper,  one  additional  member of the CCAC team,  and 5
members from Origin. In addition,  the membership of the board of directors


                                       49
<PAGE>

will comply with the  requirements  in Article X hereof for the existence of the
Independent Committee.

            (b) For a period of three years after the Closing, each non-employee
director  of CCAC or  Chardan  Sub after the  Closing  will  receive  options to
purchase  shares of common  stock  issued on his  election,  exercisable  at the
market price of the common stock on the date of  issuance,  vesting  immediately
and  exercisable for five years in such number as to be determined in good faith
negotiations  between CCAC and Origin prior to the Closing.  The options will be
issued  under a stock  option  plan  approved  by the  board  of  directors  and
stockholder and the underlying common stock will be registered for issuance upon
exercise.  The non-employee directors will be reimbursed their expenses and paid
such amount as to be  determined  in good faith  negotiations  between  CCAC and
Origin  prior to the Closing  for  attendance  at each  meeting of the board and
committee on which they serve.

      SECTION 8.09 Nominations of Directors.  Origin,  the Origin  Stockholders,
CCAC and Chardan Sub (after the Closing)  agree that for a period of three years
after the Closing,  they and any persons over which they have  influence,  shall
use their best efforts to nominate Kerry Propper and one  additional  person for
election as directors of CCAC and Chardan Sub after the Closing,  subject to any
obligations imposed by law, rule or regulation on any nominating committee.

      SECTION 8.10 CCAC or Chardan Sub.  After the Closing,  CCAC or Chardan Sub
shall be responsible  for payment of the  $1,000,000  capital  contribution  for
Beijing  Origin  State  Harvest  Biotechnology  Limited,  and to the extent such
capital is paid by Dr. Han to take such action as to fully reimburse him for any
advances of the capital contribution.

                                   ARTICLE IX
                             CONDITIONS TO CLOSING

      SECTION  9.01  Conditions  to Each  Party's  Obligations.  The  respective
obligations of each Party to consummate the  transactions  contemplated  by this
Agreement shall be subject to the  fulfillment,  at or prior to the Closing,  of
each of the following conditions.


                                       50
<PAGE>

            (a)  Approval  by  CCAC's  Stockholders.   This  Agreement  and  the
transactions    contemplated    hereby   shall   have   been   approved   by   a
majority-in-interest  of the  common  stockholders  of CCAC in  accordance  with
CCAC's certificate of incorporation and the aggregate number of shares of CCAC's
Common Stock held by stockholders of CCAC (other than the Initial  Stockholders)
who exercise  their right to convert the shares of common stock of CCAC owned by
them into cash in accordance with CCAC's certificate of incorporation  shall not
constitute  20% or  more  of  the  number  of  shares  of  CCAC's  Common  Stock
outstanding as of the date of this Agreement and owned by Persons other than the
Initial Stockholders.

            (b) Litigation.  No order, stay,  judgment or decree shall have been
issued by any Governmental  Authority preventing,  restraining or prohibiting in
whole or in part, the  consummation of the transactions  contemplated  hereby or
instrumental to the consummation of the transactions contemplated hereby, and no
action  or  proceeding  by  any  governmental  authority  shall  be  pending  or
threatened (including by suggestion through  investigation) by any person, firm,
corporation,  entity or Governmental  Authority,  which  questions,  or seeks to
enjoin,  modify,  amend or prohibit (a) the  reorganization of Origin and Origin
Subsidiaries,  (b) the ownership of Origin and the Origin Subsidiaries,  (c) the
purchase and sale and issuance of the Chardan Sub Stock, (d) the Plan of Merger,
(e) the  Chardan  Merger,  (f) the  Stockholders  Meeting  and use of the  Proxy
Statement  by CCAC,  or (g) the  conduct or  ownership  (direct or  indirect  or
beneficial)  in any  material  respect the  Business as a whole or any  material
portion of the Business  conducted or to be conducted by an Origin Subsidiary or
Origin Stockholder.

            (c) Transaction  Documents.  Each of the Transaction Documents shall
have been executed and delivered to each Party.

      SECTION 9.02 Conditions to Obligations of Origin, the Origin  Subsidiaries
and the Origin  Stockholders.  The obligations of Origin, each Origin Subsidiary
and each Origin Stockholder to consummate the transactions  contemplated by this
Agreement shall be subject to the  fulfillment,  at or prior to the Closing,  of
each of the following conditions:

            (a)  Deliveries.  Chardan Sub shall have  delivered  the Chardan Sub
Stock  and  made  the  payments   specified  in  Section  2.02  and  the  Origin
Stockholders  shall  have  received  confirmations  of the  payment  of the cash
portion thereof and such other documents, certificates


                                       51
<PAGE>

and  instruments  as  may  be  reasonably   requested  by  Origin,   the  Origin
Subsidiaries and Origin Stockholders.

            (b)    Representations    and   Warranties;    Covenants.    Without
supplementation  after  the  date of this  Agreement,  the  representations  and
warranties of CCAC  contained in this  Agreement  shall be with respect to those
representations and warranties qualified by any materiality  standard,  true and
correct as of the Closing, and with respect to all the other representations and
warranties,  true and correct in all material  respects as of the Closing,  with
the same force and effect as if made as of the  Closing,  and all the  covenants
contained in this Agreement to be materially  complied with by CCAC on or before
the  Closing  shall  have been  materially  complied  with,  and CCAC shall have
delivered a  certificate  signed by a duly  authorized  officer  thereof to such
effect.

            (c) Legal Opinion.  Origin,  the Origin  Subsidiaries and the Origin
Stockholders shall have received from Graubard Miller,  counsel to CCAC, a legal
opinion addressed to Origin, the Origin Subsidiaries and the Origin Stockholders
and dated the Closing Date.

            (d) Chardan Sub. The Chardan Sub will be an existing  company  under
the laws of the British Virgin Islands with the name Origin Agritech Limited.

            (e) Consents. CCAC and Chardan Sub shall have obtained and delivered
to Origin, the Origin Subsidiaries and the Origin  Stockholders  consents of all
third  parties,   as   appropriately   required  for  the  consummation  of  the
transactions contemplated by this Agreement.

            (f)  Performance  of  Agreements.  All  covenants,   agreements  and
obligations  required by the terms of this  Agreement to be performed by CCAC at
or prior to the Closing shall have been duly and properly performed or fulfilled
in all material respects.

            (g) No Adverse  Changes.  At the  Closing,  there shall have been no
material  adverse change in the assets,  liabilities  or financial  condition of
CCAC and  Chardan  Sub from that  shown in the CCAC  Balance  Sheet and  related
statements of income.  Between the date of this  Agreement and the Closing Date,
there  shall not have  occurred an event  which,  in the  reasonable  opinion of
Origin,  would have had a material  adverse effect on the operations,  financial
condition or prospects of CCAC and Chardan Sub.


                                       52
<PAGE>

            (h)  Supplemental  Disclosure.  If CCAC or  Chardan  Sub shall  have
supplemented or amended any schedule  pursuant to their obligations set forth in
Section 8.04 in any material respect,  Origin,  the Origin  Subsidiaries and the
Origin  Stockholders  shall give notice to CCAC that as a result of  information
provided  to Origin,  the Origin  Subsidiaries  and the Origin  Stockholders  in
connection with any or all of such amendments or supplements, Origin, the Origin
Subsidiaries and the Origin Stockholders have determined not to proceed with the
consummation of the transactions contemplated hereby.

            (i) Necessary Proceedings. All proceedings,  corporate or otherwise,
to be taken by CCAC and Chardan Sub in connection  with the  consummation of the
transactions  contemplated  by this  Agreement  shall have been duly and validly
taken,  and  copies of all  documents,  resolutions  and  certificates  incident
thereto,  duly  certified  by CCAC and Chardan  Sub, as  appropriate,  as of the
Closing,  shall have been delivered to Origin,  the Origin  Subsidiaries and the
Origin Stockholders.

            (j) Employment and Option Agreements. Origin will have entered into,
effective as of the Closing,  the employment  agreements provided for in Section
9.03(k) of this Agreement.

            (k) Trustee Notice.  CCAC (or Chardan Sub),  simultaneously with the
Closing,  will  deliver to the trustee of the trust  account of CCAC (or Chardan
Sub)  instructions  to disburse the funds therein to Origin or its designees and
to CCAC.

            (l) Resignations. Effective as of the Closing, the directors of CCAC
who are not  continuing  directors  and the officers of CCAC (or as the case may
be,  Chardan Sub) will have resigned and that they have no claim for  employment
compensation in any form from CCAC.

      SECTION 9.03 Conditions to Obligations of CCAC. The obligations of CCAC to
consummate the  transactions  contemplated by this Agreement shall be subject to
the  fulfillment,  at or  prior  to  the  Closing,  of  each  of  the  following
conditions:

            (a)  Deliveries.  The Origin  Stockholders  shall have delivered the
Origin Stock and the Stock Consignment and Technology  Service Agreements listed
below and  confirmations  of receipt of payments  specified in Section 2.02, and
Chardan Sub shall have received the same


                                       53
<PAGE>

and such other  documents,  certificates  and  instruments  as may be reasonably
requested by CCAC and the Chardan Sub;

                  (i) The table below lists the parties to the stock consignment
agreement and the ratio of the stock consigned under the agreements.

<TABLE>
<CAPTION>
                Parties to the Agreement                               Ratio of Stock
--------------------------------------------------------                 Consigned
     Party A                          Party B                       under the Agreement
     -------                          -------                       -------------------
<S>                        <C>                                <C>
Mr. Han Gengchen           State Harvest Holding Limited      34.4% of Beijing Origin shares

Mr. Yang Yasheng           State Harvest Holding Limited     28.675% of Beijing Origin shares

Mr. Yuan Liang             State Harvest Holding Limited      25.8% of Beijing Origin shares

Ms. Zhao Yuping            State Harvest Holding Limited     3.995% of Beijing Origin shares

Mr. Zhang Weidong          State Harvest Holding Limited      3.13% of Beijing Origin shares

Mr. Chen Weicheng          State Harvest Holding Limited      1.96% of Beijing Origin shares

Beijing Origin             State Harvest Holding Limited       99% of Beijing Origin shares

Mr. Han Gengchen           State Harvest Holding Limited       1% of Beijing Origin shares

Beijing Origin             State Harvest Holding Limited       90% of Beijing Origin shares

Ms. Zhang Yingli           State Harvest Holding Limited      4.1% of Beijing Origin shares

Mr. Yang Yasheng           State Harvest Holding Limited      3.86% of Beijing Origin shares
</TABLE>

                  (ii) The table  below  lists  the  parties  to the  technology
service agreement.

<TABLE>
<CAPTION>
                                          Parties to the Agreement
-------------------------------------------------------------------------------------------------------------
                     Party A                                                    Party B
                     -------                                                    -------
<S>                                                        <C>
           Beijing Origin Seed Limited                     Beijing Origin State Harvest Biotechnology Limited

 Henan Origin Cotton Technology Development Limited        Beijing Origin State Harvest Biotechnology Limited

Changchun Origin Seed Technology Development Limited       Beijing Origin State Harvest Biotechnology Limited
</TABLE>

            (b)    Representations    and   Warranties;    Covenants.    Without
supplementation  after  the  date of this  Agreement,  the  representations  and
warranties  of  Origin,  each  Origin  Subsidiary  and each  Origin  Stockholder
contained in this Agreement shall be with respect to those  representations  and
warranties  qualified  by any  materiality  standard,  true and  correct  in all


                                       54
<PAGE>

respects as of the Closing,  and with  respect to all the other  representations
and  warranties,  true and correct in all  material  respects as of the Closing,
with  the  same  force  and  effect  as if made as of the  Closing,  and all the
covenants  contained in this Agreement to be materially complied with by Origin,
each  Origin  Subsidiary  and each Origin  Stockholder  on or before the Closing
shall  have been  materially  complied  with,  and CCAC  shall  have  received a
certificate of Origin,  each Origin  Subsidiary  and each Origin  Stockholder to
such effect;

            (c) Legal Opinion.  CCAC shall have received from Origin's  assigned
counsel,  the Origin Subsidiaries and the Origin  Stockholders,  a legal opinion
addressed to CCAC, dated the Closing Date;

            (d)  Consents.  Origin,  each  Origin  Subsidiary  and  each  Origin
Stockholder  shall have  obtained and  delivered  to CCAC  consents of all third
parties required by the Contracts and Permits set forth in Schedule 9.03(e);

            (e) Regulatory Approvals.  Any Governmental Authority whose approval
or  consent  is  required  each  shall  have  unconditionally  approved  of  the
transactions contemplated by this Agreement and CCAC shall have received written
confirmation thereof;

            (f)  Performance  of  Agreements.  All  covenants,   agreements  and
obligations  required by the terms of this  Agreement to be performed by Origin,
each Origin  Subsidiary  and each Origin  Stockholder at or prior to the Closing
shall  have  been duly and  properly  performed  or  fulfilled  in all  material
respects;

            (g) No Adverse  Change.  At the  Closing,  there  shall have been no
material  adverse  change in the assets,  liabilities,  financial  condition  or
prospects  of Origin,  the Origin  Subsidiaries  or Business  from that shown or
reflected in the September  Financial  Statements  and as described in the Proxy
Statement.  Between the date of this Agreement and the Closing Date, there shall
not have occurred an event which, in the reasonable  opinion of CCAC, would have
an Origin Material Adverse Effect;

            (h) Supplemental Disclosure. If Origin, any Origin Subsidiary or any
Origin  Stockholder  shall have supplemented or amended any Schedule pursuant to
their obligations set forth in Section 8.04 in any material respect,  CCAC shall
notice  Origin that, as a result of


                                       55
<PAGE>

information provided to CCAC in connection with any or all of such amendments or
supplements,  CCAC has  determined not to proceed with the  consummation  of the
transactions contemplated hereby; and

            (i) Necessary Proceedings. All proceedings,  corporate or otherwise,
to be taken by Origin,  each Origin  Subsidiary  and each Origin  Stockholder in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement  shall have been duly and validly taken,  and copies of all documents,
resolutions and certificates  incident thereto,  duly certified by Origin,  each
Origin  Subsidiary  and  each  Origin  Stockholder,  as  appropriate,  as of the
Closing, shall have been delivered to CCAC.

            (j) Origin Proxy Information.  The Origin Proxy Information,  at the
time of  distribution  of the Proxy  Statement and at Closing,  will  accurately
reflect  the  Business,   Origin,  the  Origin  Subsidiaries,   and  the  Origin
Stockholders,  and the Origin  Proxy  Information  will not  contain  any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements in the Origin Proxy Information not misleading.

            (k)  Employment  Agreements  and  Option  Agreements.  Each  of  Han
Gengchen, Yuan Liang, Yang Yasheng, and any other "key " employees designated by
Dr. Han will enter into  employment  agreements  in form of Schedules I, J and K
with Origin. These agreements generally are to provide employment terms of three
years,  at  current  compensation  levels  and  include  Intellectual   Property
assignment  and  non-competition  provisions  for not less than two years  after
termination of employment.

            (l)  Minimum  Assets.   At  the  Closing,   Origin  and  the  Origin
Subsidiaries  will  certify to CCAC that on a  consolidated  basis,  immediately
prior to closing,  Origin will have not less than US  $10,000,000 in cash assets
and will only have short- and long-term debt arising in the ordinary course.  In
addition,  Origin will certify  that the fair market  value of the  consolidated
Origin  entities  represents  at least 80% of CCAC's  net  assets at the date of
Closing.

            (m) Voting Agreements.  Each of Gengchen Han, Yasheng Yang and Leong
Yuen,  recipients of Chardan Sub Stock, will have entered into voting agreements
with Chardan  Sub, to be  delivered at the Closing,  that provide that they will
vote all the  shares  of  Chardan  Sub Stock  over  which  they  have  direct or
beneficial  ownership  and right to vote in favor of Kerry


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<PAGE>

Propper  and one other  designee  as  director  of CCAC or Chardan Sub after the
Closing, for a period of three years after the Closing.

                                   ARTICLE X
                                 INDEMNIFICATION

      SECTION  10.01  Indemnification  by Origin  Stockholders.  Subject  to the
limitations set forth in Section 10.04,  each of the Origin  Stockholders  shall
indemnify  and hold  harmless  CCAC (or Chardan Sub after the Closing)  from and
against,  and shall  reimburse  CCAC (or Chardan Sub after the Closing) for, any
Damages  which may be  sustained,  suffered or  incurred  by them,  whether as a
result  of any Third  Party  Claim or  otherwise,  and  which  arise  from or in
connection with or are attributable to the breach of any of the  representations
or  warranties  or covenants of Origin,  the Origin  Subsidiaries  or the Origin
Stockholders  contained  in this  Agreement.  Indemnification  pursuant  to this
Section  10.01  shall be the sole  remedy  of CCAC (or  Chardan  Sub  after  the
Closing)  with respect to any breach of the  representations  and  warranties or
covenants of Origin, any Origin Subsidiary or any Origin  Stockholder  contained
in this Agreement. This indemnity shall survive the Closing for a period of four
years after the Closing Date with respect to Claims  arising under the foregoing
clause  (i)  other  than  Claims  arising  as  a  result  of  a  breach  of  the
representations  and warranties in Sections 3.01,  3.02, 3.03, 4.01, 4.02, 4.03,
4.14 and 4.15, as to which it shall survive  without  limitation as to time, and
(ii)  Claims  arising  as a  result  of a  breach  of  the  representations  and
warranties in Sections 3.06,  4.16,  4.18 and 4.20, as to which it shall survive
for a period of six months after the  expiration of the statute of  limitations.
Each Origin Stockholder shall give prompt written notice to CCAC (or Chardan Sub
after the  Closing) of any Third Party  Claims or other facts and  circumstances
known to them which may  entitle  CCAC (or  Chardan  Sub after the  Closing)  to
indemnification under this Section 10.01.

      SECTION 10.02  Indemnification  by CCAC.  Subject to the  limitations  set
forth in Section 10.04, CCAC (and Chardan Sub after the Closing) shall indemnify
and hold harmless each Origin Stockholder from and against,  and shall reimburse
each Origin  Stockholder  for, any Damages which may be  sustained,  suffered or
incurred by such Origin  Stockholder,  whether as a result of Third Party Claims
or  otherwise,  and which  arise or  result  from or in  connection  with or are
attributable  to the breach of any of CCAC's  representations  or  warranties or
covenants contained in this Agreement. The indemnity in the foregoing clause (a)
shall  survive the  Closing


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<PAGE>

for a period of four years  after the Closing  Date.  CCAC (or Chardan Sub after
the Closing)  shall give each Origin  Stockholder  prompt  written notice of any
Third  Party  Claims  or other  facts  and  circumstances  known to it which may
entitle them to indemnification under this Section 10.02.

      SECTION 10.03  Notice,  Etc. A Party  required to make an  indemnification
payment  pursuant  to  this  Agreement  ("Indemnifying  Party")  shall  have  no
liability  with respect to Third Party  Claims or otherwise  with respect to any
covenant,  representation,  warranty, agreement, undertaking or obligation under
this Agreement unless the Party entitled to receive such indemnification payment
("Indemnified  Party") gives notice to the Indemnifying Party specifying (i) the
covenant,  representation  or warranty,  agreement,  undertaking  or  obligation
contained herein which it asserts has been breached,  (ii) in reasonable detail,
the nature and dollar amount of any Claim the Indemnified Party may have against
the Indemnifying Party by reason thereof under this Agreement, and (iii) whether
or not the Claim is a Third Party Claim.  With respect to Third Party Claims, an
Indemnified  Party (i) shall give the  Indemnifying  Party prompt  notice of any
Third Party  Claim,  (ii) prior to taking any action with  respect to such Third
Party Claim, shall consult with the Indemnifying Party as to the procedure to be
followed in defending,  settling,  or compromising the Third Party Claim,  (iii)
shall not  consent to any  settlement  or  compromise  of the Third  Party Claim
without the written consent of the  Indemnifying  Party (which consent shall not
be  unreasonably  withheld or delayed),  and (iv) shall permit the  Indemnifying
Party,  if it so elects,  to assume the  exclusive  defense of such Third  Party
Claim  (including,  except  as  provided  in the  penultimate  sentence  of this
Section,  the compromise or settlement  thereof) at its own cost and expense. If
the Indemnifying  Party shall elect to assume the exclusive defense of any Third
Party Claim pursuant to this Agreement, it shall notify the Indemnified Party in
writing  of such  election,  and the  Indemnifying  Party  shall  not be  liable
hereunder for any fees or expenses of the Indemnified  Party's counsel  relating
to such Third Party Claim after the date of delivery to the Indemnified Party of
such notice of election.  The  Indemnifying  Party will not compromise or settle
any such Third Party Claim without the written consent of the Indemnified  Party
(which  consent  shall not be  unreasonably  withheld  or delayed) if the relief
provided is other than  monetary  damages or such  relief  would have a material
adverse effect on the Indemnified Party.  Notwithstanding the foregoing,  if the
Indemnifying  Party elects to assume the defense with respect to any Third Party
Claim, the  Indemnifying  Party shall have the right to compromise or settle for
solely  monetary  damages such Third Party Claim,  provided such settlement will
not  result  in or


                                       58
<PAGE>

have a material  adverse effect on the Indemnified  Party.  Notwithstanding  the
foregoing,  the Party which  defends any Third Party Claim shall,  to the extent
required by any  insurance  policies  of the  Indemnified  Party,  share or give
control thereof to any insurer with respect to such Claim.

      SECTION 10.04 Limitations.

            (a) No Origin  Stockholder or Origin  Stockholders shall be required
to indemnify  CCAC under  Section  10.01 unless the aggregate of all amounts for
which indemnity would  otherwise be due against them exceeds  $50,000,  but then
the Origin Stockholders will be liable for the full amount of Damages.

            (b) CCAC (or  Chardan  Sub after  Closing)  shall not be required to
indemnify any Origin Stockholder under Section 10.02 unless the aggregate of all
amounts for which indemnity  would otherwise be due against it exceeds  $50,000,
but then CCAC (or Chardan Sub after  Closing) will be liable for the full amount
of Damages.

            (c) If a Third Party Claim subject to  indemnification by any Origin
Stockholder is brought against Origin or any Origin Subsidiary and Origin and/or
the Origin Subsidiary  prevails in the defense thereof,  such Origin Stockholder
shall not be required to indemnify  such Origin  Subsidiary  or CCAC (or Chardan
Sub  after  Closing)  with  respect  to the  costs  of such  defense,  including
attorneys' fees.

      SECTION 10.05 Adjustment to Purchase Price; Setoff.

            (a) Purchase Price.  Any  indemnification  payments made pursuant to
Sections  10.01 and 10.02 shall be deemed to be an  adjustment  to the  Purchase
Price. To the extent that any Origin  Stockholder is obligated to indemnify CCAC
or the  Chardan  Sub after  Closing  under the  provisions  of the Article X for
Damages  reduced to a monetary  amount,  CCAC or Chardan Sub after Closing shall
have the right to adjust any  amount due and owing or to be due and owing  under
any agreement with the Origin  Stockholder,  whether under this Agreement or any
other  agreement  between  the Origin  Stockholder  and any of CCAC's or Chardan
Sub's affiliates,  subsidiaries or controlled persons or entities. To the extent
that  CCAC or  Chardan  Sub is  obligated  to  indemnify  Origin  or any  Origin
Stockholders  after Closing  under the  provisions of this Article X for Damages
reduced to a monetary amount,  Origin or any Origin  Stockholders  after Closing
shall


                                       59
<PAGE>

have the right to decrease any amount due and owing or to be due and owing under
any  agreement  with CCAC or Chardan Sub,  whether  under this  Agreement or any
other  agreement  between the Origin or Origin  Stockholder and any of CCAC's or
Chardan Sub's affiliates, subsidiaries or controlled persons or entities.

            (b)  Holdback  Amount.  Notwithstanding  the  foregoing,  CCAC,  and
Chardan Sub after the Closing, may apply all or a portion of the Holdback Amount
to satisfy any Claim for  indemnification  pursuant to this Article X. CCAC, and
Chardan  Sub after  the  Closing,  will hold the  Holdback  Amount  until  final
resolution  of the Claim or dispute.  The  Holdback  Amount is security  for the
indemnification  obligations of the Origin  Stockholders and is not a limitation
on the Damages  recoverable  or  liquidated  damages and such  security does not
limit any other right of set off or  recovery  under this  Agreement  or at law,
whether  pursuant  to  this  Agreement  or any  other  agreement  of the  Origin
Stockholders.

      SECTION  10.06  Claims  on  behalf  or in right of CCAC and  Chardan  Sub.
Pursuant to the  provisions of this Article X, if any Claim for  indemnification
is to be brought  against  the Origin  Stockholders  on behalf of or by right of
CCAC,  or Chardan Sub after the Closing,  such claims will be  determined by the
Independent  Committee of the Board of Directors.  Any settlement of a Claim for
indemnification  brought on behalf of or by right of CCAC,  or Chardan Sub after
the Closing,  shall be determined and approved by the  Independent  Committee of
the Board of Directors.  The Independent  Committee of the Board of Directors of
CCAC,  or Chardan Sub after the Closing,  will  consist of two persons,  none of
which are officers or employees  of CCAC,  or Chardan Sub after the Closing,  or
any of their operating  subsidiary  companies or are direct or beneficial owners
of 5% or more of the voting  capital  stock of CCAC,  or  Chardan  Sub after the
Closing.  For a period of not less than four  years  after the  Closing or until
final  resolution of Claims under this Section X brought by or by right of CCAC,
or Chardan Sub after the Closing, the board of directors of CCAC, or Chardan Sub
after the Closing,  will maintain a sufficient  number of directors such that it
will be able to maintain the Independent Committee.

                                   ARTICLE XI
                           TERMINATION AND ABANDONMENT

      SECTION 11.01 Methods of Termination. The transactions contemplated herein
may be terminated and/or abandoned at any time but not later than the Closing:


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<PAGE>

            (a) by mutual written consent of CCAC and Origin;

            (b) (i) by CCAC if  Origin,  any  Origin  Subsidiary  or any  Origin
Stockholder  amends or  supplements  any  Origin,  Origin  Subsidiary  or Origin
Stockholder  schedule  hereto in  accordance  with  Section 8.04 hereof and such
amendment or  supplement  reflects a material  adverse  change in the  condition
(financial or other), operations or prospects of Origin or any Origin Subsidiary
or the Business, as a whole or in part, after the date hereof, or (ii) by Origin
if CCAC  amends or  supplements  any CCAC  Schedule  hereto in  accordance  with
Section 8.04 hereof and such amendment or supplement reflects a material adverse
change in the condition (financial or other) or operations of CCAC.

            (c) by either CCAC or Origin, if the Closing has not occurred by May
31,  2005 (or such  other date as may be  extended  from time to time by written
agreement of CCAC and Origin);  provided,  however,  that the right to terminate
this Agreement  under this Section  11.01(c) shall not be available to any Party
that is then in breach of any of its covenants, representations or warranties in
this Agreement;

            (d) by Origin,  (i) if CCAC shall have breached any of its covenants
in Articles VII or VIII hereof in any respect or (ii) if the representations and
warranties of CCAC contained in this Agreement  shall not be true and correct in
all material respects,  at the time made, or (iii) if such  representations  and
warranties shall not be true and correct at and as of the Closing Date as though
such  representations  and  warranties  were made again at and as of the Closing
Date,  except to the extent  that such  representations  are made herein as of a
specific date prior to the Closing Date,  and in any such event,  if such breach
is subject to cure,  CCAC has not cured such breach  within 10 Business  Days of
Origin's notice of an intent to terminate;

            (e) by CCAC,  (i) if  Origin,  any Origin  Subsidiary  or any Origin
Stockholder  shall have  breached  any of the  covenants  in Articles VI or VIII
hereof in any respect or (ii) if the  representations  and warranties of Origin,
any Origin  Subsidiary  or any Origin  Stockholder  contained in this  Agreement
shall not be true and correct in all  material  respects,  at the time made,  or
(iii) if such  representations  and warranties  shall not be true and correct at
and as of the Closing Date as though such  representations  and warranties  were
made  again at and as of the  Closing  Date,  except  to the  extent  that  such
representations are made herein as of a specific date prior to the Closing Date,
and in any such event,  if such breach is subject to cure,  Origin,  such Origin


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<PAGE>

Subsidiary or Origin  Stockholder  have not cured such breach within 10 Business
Days of CCAC's notice of an intent to terminate;

            (f) by Origin,  if the Board of Directors of CCAC (or any  committee
thereof)  at the time of the  signing of this  Agreement  shall  have  failed to
recommend or withdrawn or modified in a manner adverse to Origin its approval or
recommendation  of  this  Agreement  and  any of the  transactions  contemplated
hereby;

            (g) by CCAC if the Board of Directors of CCAC shall have  determined
in good faith,  based upon the advice of outside legal counsel,  that failure to
terminate  this  Agreement  is  reasonably  likely  to  result  in the  Board of
Directors breaching its fiduciary duties to stockholders under applicable law by
reason of the  pendency of an  unsolicited,  bona fide  written  proposal  for a
superior transaction;

            (h) by either  CCAC or  Origin,  if, at CCAC's  Stockholder  Meeting
(including  any  adjournments  thereof),  this  Agreement  and the  transactions
contemplated  thereby  shall fail to be approved and adopted by the  affirmative
vote of the holders of CCAC's common stock  required  under its  certificate  of
incorporation,  or 20% or more of the  number of shares of CCAC's  common  stock
outstanding as of the date of the record date of the  stockholders  meeting held
by Persons other than the Initial Stockholders  exercise their rights to convert
the  shares of CCAC's  common  stock held by them into cash in  accordance  with
CCAC's certificate of incorporation.

      SECTION 11.02 Effect of Termination.

            (a) In the  event  of  termination  and  abandonment  by  CCAC or by
Origin, or both, pursuant to Section 11.01 hereof,  written notice thereof shall
forthwith be given to the other  Party,  and except as set forth in this Section
11.02, all further  obligations of the Parties shall  terminate,  no Party shall
have any right against the other Party hereto, and each Party shall bear its own
costs and expenses.

            (b) Consequence of Termination.  If the transactions contemplated by
this Agreement are terminated and/or abandoned as provided herein:


                                       62
<PAGE>

                  (i) each Party hereto will return all  documents,  work papers
and other  material (and all copies  thereof) of the other Party relating to the
transactions  contemplated  hereby,  whether  so  obtained  before  or after the
execution hereof, to the Party furnishing the same; and

                  (ii) all  confidential  information  received by either  Party
hereto with respect to the  business of the other  Party,  or in the case of the
Origin  Stockholders,  of the Origin  Subsidiaries,  hereto  shall be treated in
accordance  with Section 8.06 hereof,  which shall survive such  termination  or
abandonment.

            Termination  Recovery and Fee. If this  Agreement is  terminated  by
CCAC under Section  11.01(b)(i) or (e), then CCAC will be entitled to $1,000,000
due and payable  immediately  upon  termination  of this Agreement as liquidated
damages  and not as a penalty  amount,  and in lieu of any other right or remedy
that CCAC may have against the other parties to this  Agreement for such breach.
If this  Agreement is terminated by Origin under  Section  11.01(b)(ii),  (d) or
(f),  then Origin will be entitled to  $1,000,000  due and payable  from Richard
Propper, Kerry Propper,  Jiangnan Huang, Li Zhang, Dan Beharry and Steven Urbach
(collectively, the "CCAC Initial Stockholders"), pro rata among such individuals
in relation to their initial ownership in CCAC,  immediately upon termination of
this Agreement as liquidated damages and not as a penalty amount, and in lieu of
any other right or remedy that Origin may have against the other parties to this
Agreement for such breach.

      SECTION 11.03 No Claim Against Trust Fund. It is understood by Origin, the
Origin  Subsidiaries and the Origin  Stockholders that in the event of breach of
this  Agreement or any of the  Transactional  Documents by CCAC and Chardan Sub,
that they have no right to Damages,  including the termination fees set forth in
Sectoin11.02(c)  from CCAC or  Chardan  Sub.  In  addition,  Origin,  the Origin
Subsidiaries  and the Origin  Stockholders  agree that they have no right to any
amount held in the trust fund referred to in Section 5.07 and they will not make
any claim against CCAC and Chardan Sub that would adversely affect the business,
operations  or prospects of CCAC and Chardan Sub or the amount of the funds held
in the trust fund referred to in Section 5.07.


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<PAGE>

                                   ARTICLE XII
                                   DEFINITIONS

      SECTION  12.01  Certain  Defined  Terms.  As used in this  Agreement,  the
following terms shall have the following meanings:

      "Actions" means any claim, action, suit, litigation, arbitration, inquiry,
proceeding or investigation by or pending before any Governmental Authority.

      "Business" means the combined and several operations and proposed combined
and several operations of Origin,  the Origin  Subsidiaries and their respective
affiliates,  contract parties and nominees (or beneficial  owners) as a breeder,
developer, producer and marketer of top-quality seeds to customers.

      "Business  Day" means a day of the year on which banks are not required or
authorized to be closed in the City of New York.

      "Claim" means any claim, demand, suit, proceeding or action.

      "Company's Accountants" means Deloitte & Touche.

      "Contracts"  mean  any  contract,  agreement,  arrangement,  plan,  lease,
license or similar instrument.

      "Copyrights"  shall mean all copyrights,  including rights in and to works
of authorship and all other rights  corresponding  thereto throughout the world,
whether  published  or  unpublished,  including  rights to  prepare,  reproduce,
perform,  display and distribute copyrighted works and copies,  compilations and
derivative works thereof.

      "Damages"  means  the  dollar  amount  of any  loss,  damage,  expense  or
liability,  including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements  incurred  by an  Indemnified  Party in any  action or  proceeding
between  the  Indemnified  Party  and the  Indemnifying  Party  or  between  the
Indemnified Party and a third party, which is determined (as provided in Article
X) to have been sustained, suffered or incurred by a Party or the Company and to
have  arisen  from or in  connection  with an event  or state of facts  which is
subject to indemnification under this Agreement;  the amount of Damages shall be
the  amount  finally  determined  by  a  court  of


                                       64
<PAGE>

competent jurisdiction or appropriate governmental  administrative agency (after
the  exhaustion  of all  appeals)  or the amount  agreed to upon  settlement  in
accordance with the terms of this  Agreement,  if a Third Party Claim, or by the
Parties, if a Direct Claim.

      "Direct Claim" means any claim other than a Third Party Claim.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "GAAP"  means  generally  accepted  accounting  principles,   consistently
applied in the United States.

      "Government  Securities"  means any  Treasury  Bill  issued by the  United
States having a maturity of one hundred and eighty days or less.

      "Governmental Authority" means any PRC or non-PRC national, supranational,
state,  provincial,  local or similar  government,  governmental,  regulatory or
administrative  authority,  agency  or  commission  or any  court,  tribunal  or
judicial or arbitral body.

      "Governmental Order" means any order, writ, judgment,  injunction, decree,
stipulation,  determination  or  award  entered  by  or  with  any  Governmental
Authority.

      "Intellectual Property" means any intellectual property rights, including,
without  limitations,  Patents,  Copyrights,  service marks, moral rights, Trade
Secrets, Trademarks, designs and Technology, together with (a) all registrations
and  applications  for  registration  therefore and (b) all rights to any of the
foregoing  (including  (i) all  rights  received  under  any  license  or  other
arrangement  with respect to the foregoing,  (ii) all rights or causes of action
for  infringement or  misappropriation  (past,  present or future) of any of the
foregoing,  (iii) all rights to apply fore or  register  any of the  foregoing),
(iv) domain names and URL's of or relating to the Acquired Assets and variations
of the  domain  names and  URL's,  (vi)  Contracts  which  related to any of the
foregoing,  including invention  assignment,  intellectual  property assignment,
confidentiality,  and non-competition  agreements,  and (vii) goodwill of any of
the foregoing.

      "Initial  Stockholders"  means all of the  shares of common  stock of CCAC
issued and outstanding prior to March 16, 2004 held by various Persons.


                                       65
<PAGE>

      "Laws" means all statutes, rules, regulations,  ordinances, orders, writs,
injunctions,  judgments,  decrees, awards and restrictions,  including,  without
limitation,  applicable statutes,  rules,  regulations,  orders and restrictions
relating to zoning, land use, safety, health, environment, hazardous substances,
pollution  controls,  employment  and  employment  practices  and  access by the
handicapped.

      "Lien" means any lien,  claim,  contingent  interest,  security  interest,
charge, restriction or encumbrance.

      "Party" means CCAC, on the one hand,  and Origin,  each Origin  Subsidiary
and each Origin Stockholder, on the other hand (collectively, "Parties").

      "Patents"  means all United States and foreign  patents and utility models
and  applications  therefore  and  all  reissues,  divisions,   re-examinations,
renewals,  extensions,  provisionals,  continuations  and  continuations-in-part
thereof,  and equivalent or similar  rights  anywhere in the world in inventions
and discoveries.

      "Permits"  means  all  governmental   registrations,   licenses,  permits,
authorizations and approvals.

      "Person" means an  individual,  partnership,  corporation,  joint venture,
unincorporated  organization,  cooperative  or a  governmental  entity or agency
thereof.

      "PRC GAAP" means PRC  Accounting  Standards  for Business  Enterprises  in
effect from time to time applied consistently throughout the periods involved.

      "Release"  means  any  spilling,   leaking,  pumping,  pouring,  emitting,
emptying, discharging,  injecting, escaping, leaching, dumping or disposing into
the environment.

      "Representatives"   of  either   Party  means  such   Party's   employees,
accountants,   auditors,   actuaries,   counsel,  financial  advisors,  bankers,
investment bankers and consultants.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Software" means all software,  in object,  human-readable or source code,
whether  previously  completed  or now under  development,  including  programs,
applications,  databases,


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data  files,  coding  and  other  software,   components  or  elements  thereof,
programmer annotations,  and all versions,  upgrades, updates,  enhancements and
error corrections of all of the foregoing.

      "Stockholder Meeting" has the meaning specified in Section 7.01.

      "Tax" or "Taxes" means all income, gross receipts,  sales, stock transfer,
excise, bulk transfer,  use, employment,  social security,  franchise,  profits,
property  or other  taxes,  tariffs,  imposts,  fees,  stamp  taxes and  duties,
assessments,  levies or other charges of any kind  whatsoever  (whether  payable
directly or by  withholding),  together  with any  interest  and any  penalties,
additions  to tax or  additional  amounts  imposed by any  government  or taxing
authority with respect thereto.

      "Technology" means any know-how,  confidential or proprietary information,
name,  data,  discovery,  formulae,  idea,  method,  process,  procedure,  other
invention,   record  of  invention,   model,  research,   Software,   technique,
technology, test information, market survey, website, or information or material
of a like nature,  whether patentable or unpatentable and whether or not reduced
to practice.

      "Third  Party  Claim"  means a Claim by a  person,  firm,  corporation  or
government entity other than a party hereto or any affiliate of such party.

      "Trade  Secrets"  means all trade secrets under  applicable  law and other
rights in know-how and  confidential  or  proprietary  information,  processing,
manufacturing or marketing information, including new developments,  inventions,
processes,  ideas or other proprietary information that provides advantages over
competitors  who do not  know  or use it and  documentation  thereof  (including
related papers, blueprints, drawings, chemical compositions,  formulae, diaries,
notebooks,  specifications,  designs, methods of manufacture and data processing
software and  compilations  of  information)  and all claims and rights  related
thereto.

      "Trademarks"  means any and all  United  States  and  foreign  trademarks,
service marks, logos, trade names, corporate names, trade dress, Internet domain
names and addresses, and all goodwill associated therewith throughout the world.


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                                  ARTICLE XIII
                               GENERAL PROVISIONS

      SECTION 13.01 Expenses. Except as otherwise provided herein, all costs and
expenses,   including,   without   limitation,   fees   and   disbursements   of
Representatives,  incurred in connection  with the preparation of this Agreement
and the  transactions  contemplated  hereby shall be paid by the Party incurring
such costs and expenses, whether or not the Closing shall have occurred.

      SECTION 13.02 Notices.  All notices and other communications given or made
pursuant  hereto shall be in writing and shall be deemed to have been duly given
or made as of the  date  delivered  or  mailed  if  delivered  personally  or by
nationally  recognized  courier or mailed by registered  mail (postage  prepaid,
return  receipt  requested)  or by  telecopy  to the  Parties  at the  following
addresses  (or at such other  address for a Party as shall be  specified by like
notice,  except  that  notices of changes of  address  shall be  effective  upon
receipt):

            (a) If to Origin or to Dr. Han Gengchen,  Mr. Yang Yasheng, Mr. Yuan
Liang, Ms. Zhao Yuping, Mr. Zhang Weidong or Mr. Chen Weicheng:

                        State Harvest Holdings Limited
                        c/o Beijing Origin Seed Technology Inc.
                        E201 Zhongguanchen Development Building
                        12 Shangdi Xinxi, Haidan District
                        Beijing, China  100085

                  with a copy to:

                        GuanTao Law Firm
                        6/F, Tower B, Tong Tai Plaza
                        No. 33 Finance Street
                        Xicheng District
                        Beijing 10032

            (b) If to CCAC or the CCAC Initial Stockholders:

                        Chardan China Acquisition Corp.
                        625 Broadway
                        Suite 1111
                        San Diego, California 92101
                        Attention: Dr. Richard D. Propper
                        Telecopier No.: (858) 847-9090


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<PAGE>

                  with a copy to:

                        Graubard Miller
                        600 Third Avenue
                        New York, New York  10016
                        Attention: David Alan Miller, Esq.
                        Telecopier No.: 212-818-8181

      SECTION  13.03  Amendment.  This  Agreement may not be amended or modified
except by an instrument in writing signed by the Parties.

      SECTION 13.04 Waiver.  At any time prior to the Closing,  either Party may
(a) extend the time for the  performance of any of the obligations or other acts
of the other  Party,  (b)  waive any  inaccuracies  in the  representations  and
warranties contained herein or in any document delivered pursuant hereto and (c)
waive compliance with any of the agreements or conditions  contained herein. Any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed by the Party to be bound thereby.

      SECTION 13.05 Headings.  The headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

      SECTION  13.06  Severability.  If any  term  or  other  provision  of this
Agreement is invalid,  illegal or incapable of being enforced by any rule of law
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
adverse to any Party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being enforced, the Parties shall negotiate
in good faith to modify this  Agreement so as to effect the  original  intent of
the  Parties as  closely as  possible  in an  acceptable  manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.

      SECTION  13.07 Entire  Agreement.  This  Agreement  and the  Schedules and
Exhibits  hereto  constitute  the  entire  agreement  and  supersede  all  prior
agreements and undertakings,  both written and oral,  between Origin, any Origin
Subsidiary,  any Origin  Stockholder and CCAC with


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<PAGE>

respect to the subject matter hereof and, except as otherwise expressly provided
herein,  are not intended to confer upon any other person any rights or remedies
hereunder.

      SECTION 13.08 Benefit. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the Parties.

      SECTION  13.09  Governing  Law. This  Agreement  shall be governed by, and
construed in accordance with, the law of the State of New York.

      SECTION 13.10 Counterparts.  This Agreement may be executed in one or more
counterparts,  and by the different  Parties in separate  counterparts,  each of
which  when  executed  shall be deemed to be an  original  but all of which when
taken together shall constitute one and the same agreement.


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<PAGE>

      IN WITNESS WHEREOF,  the Parties have caused this Agreement to be executed
as of the date first written above.

                                       CHARDAN CHINA
                                       ACQUISITION CORP.
                                       (excluding Section 11.02(c))

                                       By: _____________________________________
                                       Name:  Richard D. Propper, MD
                                       Title: Chairman

                                       _________________________________________
                                       Kerry Propper
                                       (Solely with respect to Section 11.02(c))

                                       _________________________________________
                                       Dr. Richard D. Propper
                                       (Solely with respect to Section 11.02(c))

                                       _________________________________________
                                       Jiangnan Huang
                                       (Solely with respect to Section 11.02(c))

                                       _________________________________________
                                       Li Zhang
                                       (Solely with respect to Section 11.02(c))

                                       _________________________________________
                                       Dan Beharry
                                       (Solely with respect to Section 11.02(c))

                                       _________________________________________
                                       Steven Urbach
                                       (Solely with respect to Section 11.02(c))


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<PAGE>

                                       STATE HARVEST HOLDINGS LIMITED

                                       By or Designated by: ____________________
                                 Name: Han Gengchen, PhD
                                Title: CEO

                                       By or Designated by: ____________________
                                       Name: Yang Yasheng

                                       By or Designated by: ____________________
                                       Name:Yuan Liang

                                       By or Designated by: ____________________
                                       Name: Zhao Yuping

                                       By or Designated by: ____________________
                                       Name: Zhang Weidong

                                       By or Designated by: ____________________
                                       Name: Chen Weicheng

                                       By or Designated by: ____________________
                                       Name:  Bo Luxia

                                       By or Designated by: ____________________
                                       Name:  Huang Xilin

                                       By or Designated by: ____________________
                                       Name:  Huo Qingtao