THIS AGREEMENT  RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE  TRANSACTION
TO  PERSONS  WHO ARE NOT U.S.  PERSONS  (AS  DEFINED IN  REGULATION  S UNDER THE
SECURITIES  ACT OF 1933,  AS AMENDED (THE "1933 ACT"))  PURSUANT TO REGULATION S
UNDER THE 1933 ACT. NONE OF THE SECURITIES TO WHICH THIS AGREEMENT  RELATES HAVE
BEEN  REGISTERED  UNDER THE 1933 ACT, OR ANY U.S. STATE  SECURITIES  LAWS,  AND,
UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR SOLD,  DIRECTLY OR INDIRECTLY,  IN
THE UNITED STATES OR TO U.S.  PERSONS (AS DEFINED  HEREIN)  EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
1933 ACT AND IN EACH  CASE ONLY IN  ACCORDANCE  WITH ALL  APPLICABLE  SECURITIES
LAWS. IN ADDITION,  HEDGING  TRANSACTIONS  INVOLVING THE  SECURITIES  MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.

                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 24th day of January, 2005

AMONG:

     AUTOCARBON, INC., a corporation formed pursuant to the laws of the State of
     Delaware and having an office for business located at 126 East 83rd Street,
     Suite #3B, New York, NY 10028

                  ("Purchaser")

AND:

                  NATURAL PHARMATECH,  INC., a body corporate formed pursuant to
                  the laws of the  British  Virgin  Islands and having an office
                  for business  located at Flat 1409,  Block P, Kornhill,  10-12
                  Hong On Street, Hong Kong

                  ("Natural Pharmatech")

AND:

                  The  shareholders of Natural  Pharmatech,  all of whom are set
                  forth on the signature page of this Agreement

                  (the "Sellers")

WHEREAS:

A. The Sellers  own  43,850,000  Natural  Pharmatech  Shares,  being 100% of the
presently issued and outstanding Natural Pharmatech Shares;

B.  Purchaser  is a reporting  company  whose common stock is quoted on the Pink
Sheets;

<PAGE>

C. The respective  Boards of Directors of Purchaser and Natural  Pharmatech deem
it advisable and in the best interests of Purchaser and Natural  Pharmatech that
Natural Pharmatech become a wholly owned subsidiary of Purchaser.

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and the mutual covenants,  agreements,  representations and warranties contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

DEFINITIONS

1.1      In this Agreement the following terms will have the following meanings:

         (a)      "ACQUISITION"  means  the  Acquisition,  at  the  Closing,  of
                  Natural Pharmatech by Purchaser pursuant to this Agreement;

         (b)      "ACQUISITION  SHARES"  means the eighty  percent  (80%) of the
                  Purchaser Common Shares to be issued to the Sellers at Closing
                  pursuant to the terms of the Acquisition;

         (c)      "AGREEMENT"   means  this  share  purchase   agreement   among
                  Purchaser, Natural Pharmatech, and the Sellers;

         (d)      "PURCHASER   ACCOUNTS  PAYABLE  AND  LIABILITIES"   means  all
                  accounts   payable  and   liabilities   of  Purchaser,   on  a
                  consolidated basis, due and owing or otherwise  constituting a
                  binding  obligation of Purchaser and its  subsidiaries  (other
                  than a Purchaser  Material  Contract) as of September 30, 2004
                  as set forth is Schedule "K" hereto;

         (e)      "PURCHASER ACCOUNTS  RECEIVABLE" means all accounts receivable
                  and other debts owing to Purchaser,  on a consolidated  basis,
                  as of September 30, 2004 as set forth in Schedule "L" hereto;

         (f)      "PURCHASER  ASSETS" means the undertaking and all the property
                  and  assets  of the  Purchaser  Business  of  every  kind  and
                  description    wheresoever    situated   including,    without
                  limitation,    Purchaser   Equipment,   Purchaser   Inventory,
                  Purchaser Material Contracts,  Purchaser Accounts  Receivable,
                  Purchaser  Cash,  Purchaser  Intangible  Assets and  Purchaser
                  Goodwill, and all credit cards, charge cards and banking cards
                  issued to Purchaser;

         (g)      "PURCHASER BANK ACCOUNTS" means all of the bank accounts, lock
                  boxes  and  safety   deposit   boxes  of  Purchaser   and  its
                  subsidiaries  or  relating  to the  Purchaser  Business as set
                  forth in Schedule "M" hereto;

         (h)      "PURCHASER   BUSINESS"  means  all  aspects  of  any  business
                  conducted by Purchaser and its subsidiaries;

         (i)      "PURCHASER  CASH"  means all cash on hand or on deposit to the
                  credit of Purchaser and its subsidiaries on the Closing Date;


                                      -2-
<PAGE>

         (j)      "PURCHASER  COMMON  SHARES"  means the  outstanding  shares of
                  common stock in the capital of Purchaser;

         (k)      "PURCHASER  DEBT TO RELATED  PARTIES"  means the debts owed by
                  Purchaser to any  affiliate,  director or officer of Purchaser
                  as described in Schedule "N" hereto;

         (l)      "PURCHASER   EQUIPMENT"   means  all   machinery,   equipment,
                  furniture,  and  furnishings  used in the Purchaser  Business,
                  including,  without  limitation,  the items more  particularly
                  described in Schedule "O" hereto;

         (m)      "PURCHASER  FINANCIAL  STATEMENTS"  means,  collectively,  the
                  audited consolidated financial statements of Purchaser for the
                  fiscal years ended  December 31, 2003 and 2002  together  with
                  the  unqualified   auditors'   report  thereon,   prepared  in
                  accordance  with Item 310 of  Regulation  SB,  true  copies of
                  which are attached as Schedule "J" hereto;

         (n)      "PURCHASER  GOODWILL"  means  the  goodwill  of the  Purchaser
                  Business  including the right to all corporate,  operating and
                  trade names  associated  with the Purchaser  Business,  or any
                  variations of such names as part of or in connection  with the
                  Purchaser   Business,   all  books  and   records   and  other
                  information relating to the Purchaser Business,  all necessary
                  licenses  and  authorizations  and any  other  rights  used in
                  connection with the Purchaser Business;

         (o)      "PURCHASER  INSURANCE  POLICIES"  means the  public  liability
                  insurance  and  insurance   against  loss  or  damage  to  the
                  Purchaser  Assets and the  Purchaser  Business as described in
                  Schedule "P" hereto;

         (p)      "PURCHASER  INTANGIBLE  ASSETS"  means  all of the  intangible
                  assets of Purchaser and its subsidiaries,  including,  without
                  limitation,   Purchaser  Goodwill,   all  trademarks,   logos,
                  copyrights,  designs,  and other  intellectual  and industrial
                  property of Purchaser and its subsidiaries;

         (q)      "PURCHASER  INVENTORY" means all inventory and supplies of the
                  Purchaser  Business as of September  30, 2004, as set forth in
                  Schedule "Q" hereto;

         (r)      "PURCHASER MATERIAL CONTRACTS" means the burden and benefit of
                  and  the  right,  title  and  interest  of  Purchaser  and its
                  subsidiaries   in,  to  and  under  all  trade  and  non-trade
                  contracts,  engagements  or  commitments,  whether  written or
                  oral,  to which  Purchaser  or its  subsidiaries  are entitled
                  whereunder  Purchaser or its subsidiaries are obligated to pay
                  or entitled  to receive the sum of $10,000 or more  including,
                  without  limitation,  any pension plans, profit sharing plans,
                  bonus plans, loan agreements, security agreements, indemnities
                  and  guarantees,  any  agreements  with  employees,   lessees,
                  licensees,   managers,    accountants,    suppliers,   agents,
                  distributors,  officers, directors,  attorneys or others which
                  cannot be  terminated  without  liability on not more than one
                  month's  notice,  and those  contracts  listed in Schedule "R"
                  hereto; and

         (s)      "CLOSING"  means the  completion,  on the Closing Date, of the
                  transactions contemplated hereby in accordance with Article 11
                  hereof;

         (t)      "CLOSING DATE" means the day on which all conditions precedent
                  to the completion of the  transaction as  contemplated  hereby
                  have been satisfied or waived;

         (u)      "PLACE  OF  CLOSING"  means  the  offices  of  Sichenzia  Ross
                  Friedman  Ference  LLP, or such other place as  Purchaser  and
                  Natural Pharmatech may mutually agree upon;


                                      -3-
<PAGE>

         (v)      "STATE  CORPORATION LAW" means the General  Corporation Law of
                  the State of Delaware;

         (w)      "NATURAL  PHARMATECH  ACCOUNTS PAYABLE AND LIABILITIES"  means
                  all accounts payable and liabilities of Natural Pharmatech, on
                  a consolidated basis, due and owing or otherwise  constituting
                  a binding  obligation  of Natural  Pharmatech  and the Natural
                  Pharmatech  Subsidiaries  (other  than  a  Natural  Pharmatech
                  Material  Contract) as of  September  30, 2004 as set forth in
                  Schedule "B" hereto;

         (x)      "NATURAL  PHARMATECH  ACCOUNTS  RECEIVABLE" means all accounts
                  receivable and other debts owing to Natural Pharmatech and the
                  Natural Pharmatech  Subsidiaries,  on a consolidated basis, as
                  of September 30, 2004 as set forth in Schedule "C" hereto;

         (y)      "NATURAL  PHARMATECH ASSETS" means the undertaking and all the
                  property  and assets of the  Natural  Pharmatech  Business  of
                  every kind and  description  wheresoever  situated  including,
                  without  limitation,  Natural  Pharmatech  Equipment,  Natural
                  Pharmatech  Inventory,  Natural Pharmatech Material Contracts,
                  Natural  Pharmatech  Accounts  Receivable,  Natural Pharmatech
                  Cash,  Natural   Pharmatech   Intangible  Assets  and  Natural
                  Pharmatech  Goodwill,  and all credit cards,  charge cards and
                  banking cards issued to Natural Pharmatech;

         (z)      "NATURAL  PHARMATECH  BANK  ACCOUNTS"  means  all of the  bank
                  accounts,  lock  boxes and  safety  deposit  boxes of  Natural
                  Pharmatech and the Natural Pharmatech Subsidiaries or relating
                  to the  Natural  Pharmatech  Business as set forth in Schedule
                  "D" hereto;

         (aa)     "NATURAL  PHARMATECH   BUSINESS"  means  all  aspects  of  the
                  business  conducted  by  Natural  Pharmatech  and the  Natural
                  Pharmatech Subsidiaries;

         (bb)     "NATURAL PHARMATECH CASH" means all cash on hand or on deposit
                  to the credit of Natural Pharmatech and the Natural Pharmatech
                  Subsidiaries on the Closing Date;

         (cc)     "NATURAL  PHARMATECH DEBT TO RELATED  PARTIES" means the debts
                  owed by Natural Pharmatech and its subsidiaries to the Sellers
                  or to any family member thereof, or to any affiliate, director
                  or officer of Natural  Pharmatech  or the Sellers as described
                  in Schedule "E";

         (dd)     "NATURAL PHARMATECH EQUIPMENT" means all machinery, equipment,
                  furniture,  and  furnishings  used in the  Natural  Pharmatech
                  Business,   including,  without  limitation,  the  items  more
                  particularly described in Schedule "F" hereto;

         (ee)     "NATURAL PHARMATECH FINANCIAL  STATEMENTS" means collectively,
                  the  audited  consolidated  financial  statements  of  Natural
                  Pharmatech for the period from inception  through December 31,
                  2003  and  for the  Natural  Pharmatech  Subsidiaries  for the
                  period from inception  through December 31, 2003,  prepared in
                  accordance  with Item 310 of  Regulation  SB,  true  copies of
                  which are attached as Schedule "A" hereto;

         (ff)     "NATURAL  PHARMATECH  GOODWILL"  means  the  goodwill  of  the
                  Natural Pharmatech  Business together with the exclusive right
                  of Purchaser  to  represent  itself as carrying on the Natural
                  Pharmatech   Business  in  succession  of  Natural  Pharmatech
                  subject  to the terms  hereof,  and the right to use any words


                                      -4-
<PAGE>

                  indicating that the Natural Pharmatech  Business is so carried
                  on including the right to use the name "Natural Pharmatech" or
                  any variation  thereof as part of the name of or in connection
                  with the  Natural  Pharmatech  Business  or any  part  thereof
                  carried  on or to be carried  on by  Natural  Pharmatech,  the
                  right to all corporate,  operating and trade names  associated
                  with the Natural  Pharmatech  Business,  or any  variations of
                  such  names  as  part of or in  connection  with  the  Natural
                  Pharmatech  Business,  all  telephone  listings and  telephone
                  advertising  contracts,  all  lists of  customers,  books  and
                  records  and  other   information   relating  to  the  Natural
                  Pharmatech Business, all necessary licenses and authorizations
                  and any  other  rights  used in  connection  with the  Natural
                  Pharmatech Business;

         (gg)     "NATURAL  PHARMATECH  INSURANCE  POLICIES"  means  the  public
                  liability  insurance and  insurance  against loss or damage to
                  Natural Pharmatech Assets and the Natural Pharmatech  Business
                  as described in Schedule "G" hereto;

         (hh)     "NATURAL  PHARMATECH  INTANGIBLE  ASSETS"  means  all  of  the
                  intangible  assets  of  Natural  Pharmatech  and  the  Natural
                  Pharmatech   Subsidiaries,   including,   without  limitation,
                  Natural   Pharmatech   Goodwill,   all   trademarks,    logos,
                  copyrights,  designs,  and other  intellectual  and industrial
                  property  of Natural  Pharmatech  and the  Natural  Pharmatech
                  Subsidiaries;

         (ii)     "NATURAL   PHARMATECH   INVENTORY"  means  all  inventory  and
                  supplies of the Natural  Pharmatech  Business as of  September
                  30, 2004 as set forth in Schedule "H" hereto;

         (jj)     "NATURAL  PHARMATECH  MATERIAL CONTRACTS" means the burden and
                  benefit  of and the  right,  title  and  interest  of  Natural
                  Pharmatech and the Natural Pharmatech  Subsidiaries in, to and
                  under  all  trade  and  non-trade  contracts,  engagements  or
                  commitments,   whether  written  or  oral,  to  which  Natural
                  Pharmatech or the Natural Pharmatech  Subsidiaries is entitled
                  in connection with the Natural Pharmatech  Business whereunder
                  Natural  Pharmatech is obligated to pay or entitled to receive
                  the sum of $10,000 or more including,  without limitation, any
                  pension  plans,   profit  sharing  plans,  bonus  plans,  loan
                  agreements,  security agreements,  indemnities and guarantees,
                  any agreements with employees,  lessees, licensees,  managers,
                  accountants,   suppliers,  agents,   distributors,   officers,
                  directors,  attorneys  or others  which  cannot be  terminated
                  without  liability  on not more than one month's  notice,  and
                  those contracts listed in Schedule "I" hereto;

         (kk)     "NATURAL  PHARMATECH  SHARES"  means  all  of the  issued  and
                  outstanding shares of Natural Pharmatech's equity stock;

         (ll)     "NATURAL  PHARMATECH  SUBSIDIARIES"  means Natural  Pharmatech
                  (Jilin China) Co., Ltd., a corporation  formed pursuant to the
                  laws of the  People's  Republic  of China  and a  wholly-owned
                  subsidiary   of   Natural   Pharmatech,   and  the   following
                  subsidiaries  of Natural  Pharmatech  (Jilin China) Co., Ltd.:
                  Jilin Ben Cao Tang  Pharmacy Co.,  Ltd., a corporation  formed
                  pursuant to the laws of the  People's  Republic of China and a
                  75% owned subsidiary of Natural  Pharmatech (Jilin China) Co.,
                  Ltd.;  Jilin Yi Cao Tang  Pharmacy  Co.,  Ltd., a  corporation
                  formed pursuant to the laws of the People's  Republic of China
                  and a 95% owned subsidiary of Natural Pharmatech (Jilin China)
                  Co., Ltd.; Jilin Tian Yao Drug Safety  Evaluation Co., Ltd., a
                  corporation  formed  pursuant  to the  laws  of  the  People's
                  Republic  of China and a 99.5%  owned  subsidiary  of  Natural
                  Pharmatech  (Jilin  China)  Co.,  Ltd.;  and Jilin Mai Di Xing
                  Medication   Development  Co.,  Ltd.,  a  corporation   formed
                  pursuant to the laws of the  People's  Republic of China and a
                  51% owned subsidiary of Natural  Pharmatech (Jilin China) Co.,
                  Ltd.;


                                      -5-
<PAGE>

Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.

CAPTIONS AND SECTION NUMBERS

1.2 The headings and section references in this Agreement are for convenience of
reference  only and do not form a part of this Agreement and are not intended to
interpret,  define or limit the scope, extent or intent of this Agreement or any
provision thereof.

SECTION REFERENCES AND SCHEDULES

1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other  subdivision  is to the  particular  Article,  section,  clause  or  other
subdivision  of this  Agreement  and any  reference to a Schedule by letter will
mean the appropriate  Schedule  attached to this Agreement and by such reference
the appropriate  Schedule is incorporated  into and made part of this Agreement.
The Schedules to this Agreement are as follows:

Information concerning Natural Pharmatech

         Schedule "A"      Natural Pharmatech Financial Statements
         Schedule "B"      Natural Pharmatech Accounts Payable and Liabilities
         Schedule "C"      Natural Pharmatech Accounts Receivable
         Schedule "D"      Natural Pharmatech Bank Accounts
         Schedule "E"      Natural Pharmatech Debts to Related Parties
         Schedule "F"      Natural Pharmatech Equipment
         Schedule "G"      Natural Pharmatech Insurance Policies
         Schedule "H"      Natural Pharmatech Inventory
         Schedule "I"      Natural Pharmatech Material Contracts

Information concerning Purchaser

         Schedule "J"      Purchaser Financial Statements
         Schedule "K"      Purchaser Accounts Payable and Liabilities
         Schedule "L"      Purchaser Accounts Receivable
         Schedule "M"      Purchaser Bank Accounts
         Schedule "N"      Purchaser Debts to Related Parties
         Schedule "O"      Purchaser Equipment
         Schedule "P"      Purchaser Insurance Policies
         Schedule "Q"      Purchaser Inventory
         Schedule "R"      Purchaser Material Contracts

Information concerning Sellers

         Schedule "S"      Investor Questionnaire

SEVERABILITY OF CLAUSES

1.4 If any part of this  Agreement  is  declared  or held to be invalid  for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement  would have been executed  without  reference to
any portion  which may,  for any  reason,  be  hereafter  declared or held to be
invalid.


                                      -6-
<PAGE>

                                    ARTICLE 2
                                 THE ACQUISITION

SALE OF SHARES

2.1 The Sellers hereby agree to sell to Purchaser the Natural  Pharmatech Shares
in exchange  for the  Acquisition  Shares on the Closing Date and to transfer to
Purchaser  on the Closing Date a 100%  undivided  interest in and to the Natural
Pharmatech Shares free from all liens, mortgages, charges, pledges, encumbrances
or other burdens with all rights now or thereafter attached thereto.

ALLOCATION OF CONSIDERATION

2.2 The  Acquisition  Shares  shall be  allocated to the Sellers on the basis of
0.3125  Acquisition  Shares  for each one  Natural  Pharmatech  Share  held by a
Seller.

ADHERENCE WITH APPLICABLE SECURITIES LAWS

2.3 The  Sellers  agree that they are  acquiring  the  Acquisition  Shares in an
offshore  transaction pursuant to Regulation S, promulgated under the Securities
Act of 1933, as amended, and hereby represent to Purchaser as follows:

         (a)      Each Seller is outside the United  States when  receiving  and
                  executing this Agreement;

         (b)      Each  Seller is not aware of any  advertisement  of any of the
                  Acquisition Shares;

         (c)      Each  Seller  has not  acquired  the  Acquisition  Shares as a
                  result  of,  and will not  itself  engage  in,  any  "directed
                  selling  efforts"  (as  defined  in  Regulation  S  under  the
                  Securities  Act of 1933,  as amended) in the United  States in
                  respect of the  Acquisition  Shares  which  would  include any
                  activities  undertaken  for the  purpose  of,  or  that  could
                  reasonably be expected to have the effect of, conditioning the
                  market in the United States for the resale of the  Acquisition
                  Shares;  provided,  however,  that  the  Sellers  may  sell or
                  otherwise  dispose  of  the  Acquisition  Shares  pursuant  to
                  registration  of  the  Acquisition   Shares  pursuant  to  the
                  Securities Act of 1933, as amended,  and any applicable  state
                  and provincial securities laws or under an exemption from such
                  registration requirements and as otherwise provided herein;

         (d)      Each Seller agrees that  Purchaser will refuse to register any
                  transfer of the Acquisition Shares not made in accordance with
                  the  provision  of  Regulation  S,  pursuant  to an  effective
                  registration  statement  under the  Securities Act of 1933, as
                  amended,  or  pursuant  to an  available  exemption  from  the
                  registration requirements of the Securities Act of 1933 and in
                  accordance  with  applicable  state and provincial  securities
                  laws.

2.4 The  Sellers  understand  and  agree  that  offers  and  sales of any of the
Acquisition  Shares,  prior to the  expiration of a period of one year after the
date  of  transfer  of the  Acquisition  Shares  (the  "Distribution  Compliance
Period"),  shall only be made in compliance with the safe harbor  provisions set
forth in Regulation S, pursuant to the registration provisions of the Securities
Act of 1933,  as amended,  or an  exemption  therefrom,  and that all offers and
sales after the Distribution  Compliance Period shall be made only in compliance
with the registration  provisions of the Securities Act of 1933, as amended,  or
an exemption therefrom,  and in each case only in accordance with all applicable
securities laws.


                                      -7-
<PAGE>

2.5 The Sellers  understand and agree not to engage in any hedging  transactions
involving  the  Acquisition  Shares,  prior  to  the  end  of  the  Distribution
Compliance Period unless such transactions are in compliance with the Securities
Act of 1933, as amended.

2.6 The Sellers hereby  acknowledge  that upon the issuance  thereof,  and until
such time as the same is no longer required under the applicable securities laws
and  regulations,  the certificates  representing any of the Acquisition  Shares
will bear a legend in substantially the following form:

         THESE  SECURITIES  WERE ISSUED IN AN OFFSHORE  TRANSACTION  TO
         PERSONS WHO ARE NOT U.S.  PERSONS (AS DEFINED HEREIN) PURSUANT
         TO  REGULATION  S UNDER THE UNITED  STATES  SECURITIES  ACT OF
         1933,  AS AMENDED (THE "1933 ACT").  ACCORDINGLY,  NONE OF THE
         SECURITIES  TO  WHICH  THIS  CERTIFICATE   RELATES  HAVE  BEEN
         REGISTERED  UNDER THE 1933 ACT, OR ANY U.S.  STATE  SECURITIES
         LAWS, AND,  UNLESS SO REGISTERED,  NONE MAY BE OFFERED OR SOLD
         IN THE  UNITED  STATES OR,  DIRECTLY  OR  INDIRECTLY,  TO U.S.
         PERSONS (AS DEFINED  HEREIN)  EXCEPT  PURSUANT TO AN EFFECTIVE
         REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN
         A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
         THE  1933  ACT  AND IN  EACH  CASE  ONLY  IN  ACCORDANCE  WITH
         APPLICABLE  STATE   SECURITIES  LAWS.  IN  ADDITION,   HEDGING
         TRANSACTIONS  INVOLVING  THE  SECURITIES  MAY NOT BE CONDUCTED
         UNLESS IN ACCORDANCE WITH THE 1933 ACT.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                                  OF PURCHASER

REPRESENTATIONS AND WARRANTIES

3.1 Purchaser hereby represents and warrants in all material respects to Natural
Pharmatech  and the  Sellers,  with the intent that Natural  Pharmatech  and the
Sellers will rely thereon in entering  into this  Agreement and in approving and
completing the transactions contemplated hereby, that:

PURCHASER - CORPORATE STATUS AND CAPACITY

         (a)      Incorporation.  Purchaser is a corporation  duly  incorporated
                  and  validly  subsisting  under  the  laws  of  the  State  of
                  Delaware,  and is in good  standing  with  the  office  of the
                  Secretary of State for the State of Delaware;

         (b)      Carrying  on   Business.   Purchaser   conducts  the  business
                  described  in its filings  with the  Securities  and  Exchange
                  Commission and does not conduct any other business;

         (c)      Corporate   Capacity.   Purchaser  has  the  corporate  power,
                  capacity  and  authority  to own the  Purchaser  Assets and to
                  enter into and complete this Agreement;

         (d)      Reporting  Status;  Listing.  Purchaser  is  required  to file
                  current  reports with the Securities  and Exchange  Commission
                  pursuant to section  15(d) of the  Securities  Exchange Act of
                  1934, as amended,  the  Purchaser  Common Shares are quoted on
                  the  Pink  Sheets,  and all  reports  required  to be filed by
                  Purchaser with the Securities and Exchange  Commission or NASD
                  have been timely filed;


                                      -8-
<PAGE>

PURCHASER - CAPITALIZATION

         (e)      Authorized  Capital.   The  authorized  capital  of  Purchaser
                  consists of 100,000,000  Purchaser Common Shares,  $0.0001 par
                  value,  of  which  34,156,125   Purchaser  Common  Shares  are
                  presently issued and outstanding;

         (f)      No  Option,  Warrant  or  Other  Right.  No  person,  firm  or
                  corporation  has any agreement,  option,  warrant,  preemptive
                  right or any other right  capable of  becoming  an  agreement,
                  option,  warrant  or right for the  acquisition  of  Purchaser
                  Common Shares or for the purchase, subscription or issuance of
                  any of the unissued shares in the capital of Purchaser;

PURCHASER - RECORDS AND FINANCIAL STATEMENTS

         (g)      Charter Documents. The charter documents of Purchaser have not
                  been altered since the  incorporation  of each,  respectively,
                  except as filed in the record books of Purchaser;

         (h)      Corporate   Minute  Books.   The  corporate  minute  books  of
                  Purchaser  and its  subsidiaries  are complete and each of the
                  minutes contained therein  accurately reflect the actions that
                  were  taken at a duly  called  and held  meeting or by consent
                  without  a  meeting.   All  actions  by   Purchaser   and  its
                  subsidiaries  which required director or shareholder  approval
                  are reflected on the  corporate  minute books of Purchaser and
                  its  subsidiaries.  Purchaser and its  subsidiaries are not in
                  violation  or breach of, or in default  with  respect  to, any
                  term of their  respective  Certificates of  Incorporation  (or
                  other charter documents) or by-laws.

         (i)      Purchaser  Financial   Statements.   The  Purchaser  Financial
                  Statements  present  fairly,  in all  material  respects,  the
                  assets and liabilities (whether accrued, absolute,  contingent
                  or otherwise) of Purchaser, on a consolidated basis, as of the
                  respective  dates  thereof,  and the sales and earnings of the
                  Purchaser Business during the periods covered thereby,  in all
                  material  respects  and  have  been  prepared  in  substantial
                  accordance  with  generally  accepted  accounting   principles
                  consistently applied;

         (j)      Purchaser  Accounts  Payable  and  Liabilities.  There  are no
                  material liabilities, contingent or otherwise, of Purchaser or
                  its  subsidiaries  which are not  disclosed  in  Schedule  "K"
                  hereto or  reflected  in the  Purchaser  Financial  Statements
                  except those incurred in the ordinary course of business since
                  the  date of the said  schedule  and the  Purchaser  Financial
                  Statements,  and neither  Purchaser nor its subsidiaries  have
                  guaranteed or agreed to guarantee any debt, liability or other
                  obligation  of  any  person,  firm  or  corporation.   Without
                  limiting the generality of the foregoing, all accounts payable
                  and  liabilities  of Purchaser as of September  30, 2004,  are
                  described in Schedule "K" hereto;

         (k)      Purchaser  Accounts  Receivable.  All the  Purchaser  Accounts
                  Receivable  result from bona fide  business  transactions  and
                  services  actually  rendered  without,  to the  knowledge  and
                  belief of  Purchaser,  any claim by the obligor for set-off or
                  counterclaim.   Without   limiting  the   generality   of  the
                  foregoing,  all accounts receivable of Purchaser as of October
                  31, 2004, are described in Schedule "L" hereto;


                                      -9-
<PAGE>

         (l)      Purchaser Bank  Accounts.  All of the Purchaser Bank Accounts,
                  their location, numbers and the authorized signatories thereto
                  are as set forth in Schedule "M" hereto;

         (m)      No Debt to Related  Parties.  Except as  disclosed in Schedule
                  "N" hereto,  neither Purchaser nor any of its subsidiaries is,
                  and on  Closing  will  not  be,  indebted  to  any  affiliate,
                  director or officer of Purchaser  except  accounts  payable on
                  account  of  bona  fide  business  transactions  of  Purchaser
                  incurred in normal course of the Purchaser Business, including
                  employment agreements,  none of which are more than 30 days in
                  arrears;

         (n)      No Related Party Debt to Purchaser.  No director or officer or
                  affiliate  of  Purchaser  is  now  indebted  to or  under  any
                  financial  obligation  to Purchaser or any  subsidiary  on any
                  account  whatsoever,  except for advances on account of travel
                  and other expenses not exceeding $1,000 in total;

         (o)      No  Dividends.  No  dividends  or other  distributions  on any
                  shares in the capital of Purchaser have been made, declared or
                  authorized since the date of Purchaser Financial Statements;

         (p)      No  Payments.  No  payments  of any  kind  have  been  made or
                  authorized   since  the  date  of  the   Purchaser   Financial
                  Statements   to  or  on   behalf   of   officers,   directors,
                  shareholders or employees of Purchaser or its  subsidiaries or
                  under  any  management   agreements   with  Purchaser  or  its
                  subsidiaries,  except  payments made in the ordinary course of
                  business  and  at  the  regular   rates  of  salary  or  other
                  remuneration payable to them;

         (q)      No Pension Plans. There are no pension,  profit sharing, group
                  insurance  or  similar  plans or other  deferred  compensation
                  plans affecting Purchaser;

         (r)      No Adverse Events.  Since the date of the Purchaser  Financial
                  Statements

                  (i)      there has not been any material adverse change in the
                           consolidated   financial  position  or  condition  of
                           Purchaser,  its subsidiaries,  its liabilities or the
                           Purchaser Assets or any damage,  loss or other change
                           in circumstances  materially affecting Purchaser, the
                           Purchaser   Business  or  the  Purchaser   Assets  or
                           Purchaser' right to carry on the Purchaser  Business,
                           other  than  changes  in  the   ordinary   course  of
                           business,

                  (ii)     there has not been any damage,  destruction,  loss or
                           other event  (whether  or not  covered by  insurance)
                           materially  and adversely  affecting  Purchaser,  its
                           subsidiaries, the Purchaser Business or the Purchaser
                           Assets,

                  (iii)    there  has not  been  any  material  increase  in the
                           compensation   payable   or  to  become   payable  by
                           Purchaser to any of Purchaser' officers, employees or
                           agents or any bonus,  payment or arrangement  made to
                           or with any of them,

                  (iv)     the  Purchaser  Business has been and continues to be
                           carried on in the ordinary course,

                  (v)      Purchaser has not waived or surrendered  any right of
                           material value,

                  (vi)     neither   Purchaser   nor   its   subsidiaries   have
                           discharged   or   satisfied   or  paid  any  lien  or
                           encumbrance  or  obligation  or liability  other than
                           current   liabilities  in  the  ordinary   course  of
                           business, and


                                      -10-
<PAGE>

                  (vii)    no   capital   expenditures   in  excess  of  $10,000
                           individually or $30,000 in total have been authorized
                           or made.

PURCHASER - INCOME TAX MATTERS

         (s)      Tax Returns.  All tax returns and reports of Purchaser and its
                  subsidiaries  required  by law to be filed have been filed and
                  are true,  complete  and  correct,  and any taxes  payable  in
                  accordance   with  any  return  filed  by  Purchaser  and  its
                  subsidiaries or in accordance with any notice of assessment or
                  reassessment issued by any taxing authority have been so paid;

         (t)      Current Taxes.  Adequate  provisions  have been made for taxes
                  payable for the  current  period for which tax returns are not
                  yet required to be filed and there are no agreements, waivers,
                  or other arrangements  providing for an extension of time with
                  respect to the filing of any tax return by, or payment of, any
                  tax,  governmental  charge or  deficiency  by Purchaser or its
                  subsidiaries.  Purchaser  is not aware of any  contingent  tax
                  liabilities  or any grounds which would prompt a  reassessment
                  including  aggressive  treatment  of income  and  expenses  in
                  filing earlier tax returns;

PURCHASER - APPLICABLE LAWS AND LEGAL MATTERS

         (u)      Licenses. Purchaser and its subsidiaries hold all licenses and
                  permits as may be  requisite  for  carrying  on the  Purchaser
                  Business in the manner in which it has heretofore been carried
                  on,  which  licenses  and  permits  have been  maintained  and
                  continue to be in good  standing  except  where the failure to
                  obtain or maintain  such  licenses or permits would not have a
                  material adverse effect on the Purchaser Business;

         (v)      Applicable Laws.  Neither  Purchaser nor its subsidiaries have
                  been  charged  with or received  notice of breach of any laws,
                  ordinances, statutes, regulations,  by-laws, orders or decrees
                  to which they are subject or which apply to them the violation
                  of which would have a material adverse effect on the Purchaser
                  Business,  and to Purchaser' knowledge,  neither Purchaser nor
                  its  subsidiaries  are  in  breach  of any  laws,  ordinances,
                  statutes,   regulations,   bylaws,   orders  or  decrees   the
                  contravention  of which  would  result in a  material  adverse
                  impact on the Purchaser Business;

         (w)      Pending  or  Threatened  Litigation.   There  is  no  material
                  litigation  or  administrative   or  governmental   proceeding
                  pending or threatened  against or relating to  Purchaser,  its
                  subsidiaries,  the Purchaser Business, or any of the Purchaser
                  Assets nor does Purchaser have any knowledge of any deliberate
                  act or omission of  Purchaser or its  subsidiaries  that would
                  form any material basis for any such action or proceeding;

         (x)      No Bankruptcy.  Neither  Purchaser nor its  subsidiaries  have
                  made any  voluntary  assignment or proposal  under  applicable
                  laws relating to insolvency  and  bankruptcy and no bankruptcy
                  petition has been filed or presented  against Purchaser or its
                  subsidiaries and no order has been made or a resolution passed
                  for the winding-up, dissolution or liquidation of Purchaser or
                  its subsidiaries;

         (y)      Labor  Matters.  Neither  Purchaser nor its  subsidiaries  are
                  party to any  collective  agreement  relating to the Purchaser
                  Business  with  any  labor  union  or  other   association  of


                                      -11-
<PAGE>

                  employees  and no  part of the  Purchaser  Business  has  been
                  certified as a unit appropriate for collective  bargaining or,
                  to the  knowledge of  Purchaser,  has made any attempt in that
                  regard;

         (z)      Finder's  Fees.  Neither  Purchaser nor its  subsidiaries  are
                  party to any  agreement  which  provides  for the  payment  of
                  finder's fees,  brokerage  fees,  commissions or other fees or
                  amounts which are or may become  payable to any third party in
                  connection  with the execution and delivery of this  Agreement
                  and the transactions contemplated herein;

EXECUTION AND PERFORMANCE OF AGREEMENT

         (aa)     Authorization and  Enforceability.  The execution and delivery
                  of this  Agreement,  and the  completion  of the  transactions
                  contemplated  hereby, have been duly and validly authorized by
                  all necessary corporate action on the part of Purchaser;

         (bb)     No Violation or Breach.  The execution and performance of this
                  Agreement will not:

                  (i)      violate the charter  documents of Purchaser or result
                           in  any  breach  of,  or  default  under,   any  loan
                           agreement,  mortgage,  deed of  trust,  or any  other
                           agreement to which Purchaser or its  subsidiaries are
                           party,

                  (ii)     give any person any right to  terminate or cancel any
                           agreement   including,    without   limitation,   the
                           Purchaser Material Contracts,  or any right or rights
                           enjoyed by Purchaser or its subsidiaries,

                  (iii)    result  in  any  alteration  of  Purchaser's  or  its
                           subsidiaries'  obligations  under  any  agreement  to
                           which  Purchaser  or  its   subsidiaries   are  party
                           including, without limitation, the Purchaser Material
                           Contracts,

                  (iv)     result in the  creation  or  imposition  of any lien,
                           encumbrance or  restriction of any nature  whatsoever
                           in  favor  of a  third  party  upon  or  against  the
                           Purchaser Assets,

                  (v)      result  in the  imposition  of any tax  liability  to
                           Purchaser  or  its   subsidiaries   relating  to  the
                           Purchaser Assets, or

                  (vi)     violate  any court  order or  decree to which  either
                           Purchaser or its subsidiaries are subject;

THE PURCHASER ASSETS - OWNERSHIP AND CONDITION

         (cc)     Business  Assets.  The  Purchaser  Assets  comprise all of the
                  property and assets of the  Purchaser  Business,  and no other
                  person,  firm or corporation owns any assets used by Purchaser
                  or its  subsidiaries  in  operating  the  Purchaser  Business,
                  whether under a lease,  rental agreement or other arrangement,
                  other than as disclosed in Schedules "O" or "R" hereto;

         (dd)     Title.  Purchaser  or  its  subsidiaries  are  the  legal  and
                  beneficial  owner of the Purchaser  Assets,  free and clear of
                  all mortgages,  liens, charges,  pledges,  security interests,
                  encumbrances  or other claims  whatsoever,  save and except as
                  disclosed in Schedules "O" or "R" hereto;


                                      -12-
<PAGE>

         (ee)     No Option. No person, firm or corporation has any agreement or
                  option or a right  capable of  becoming an  agreement  for the
                  purchase of any of the Purchaser Assets;

         (ff)     Purchaser Insurance  Policies.  Purchaser and its subsidiaries
                  maintain the public liability  insurance and insurance against
                  loss or  damage  to the  Purchaser  Assets  and the  Purchaser
                  Business as described in Schedule "P" hereto;

         (gg)     Purchaser Material Contracts. The Purchaser Material Contracts
                  listed  in  Schedule  "R"   constitute  all  of  the  material
                  contracts of Purchaser and its subsidiaries;

         (hh)     No  Default.  There has not been any  default in any  material
                  obligation  of  Purchaser  or any other party to be  performed
                  under any of the Purchaser Material  Contracts,  each of which
                  is in good standing and in full force and effect and unamended
                  (except as disclosed in Schedule "R" hereto), and Purchaser is
                  not aware of any default in the obligations of any other party
                  to any of the Purchaser Material Contracts;

         (ii)     No  Compensation  on  Termination.  There  are no  agreements,
                  commitments  or  understandings  relating to severance  pay or
                  separation  allowances  on  termination  of  employment of any
                  employee of Purchaser or its  subsidiaries.  Neither Purchaser
                  nor its  subsidiaries  are  obliged to pay  benefits  or share
                  profits  with any employee  after  termination  of  employment
                  except as required by law;

PURCHASER ASSETS - PURCHASER EQUIPMENT

         (jj)     Purchaser   Equipment.   The  Purchaser   Equipment  has  been
                  maintained  in a manner  consistent  with that of a reasonably
                  prudent owner and such equipment is in good working condition;

PURCHASER ASSETS - PURCHASER GOODWILL AND OTHER ASSETS

         (kk)     Purchaser  Goodwill.  Purchaser  and its  subsidiaries  do not
                  carry on the Purchaser  Business  under any other  business or
                  trade  names.  Purchaser  does not have any  knowledge  of any
                  infringement  by Purchaser or its  subsidiaries of any patent,
                  trademarks, copyright or trade secret;

THE PURCHASER BUSINESS

         (ll)     Maintenance  of  Business.  Since  the  date of the  Purchaser
                  Financial Statements,  Purchaser and its subsidiaries have not
                  entered into any material  agreement or  commitment  except in
                  the ordinary course and except as disclosed herein;

         (mm)     Subsidiaries. Purchaser does not own any subsidiaries and does
                  not  otherwise  own,  directly  or  indirectly,  any shares or
                  interest in any other corporation,  partnership, joint venture
                  or firm; and

PURCHASER - ACQUISITION SHARES

         (nn)     Acquisition  Shares.  The Acquisition Shares when delivered to
                  the  holders  of Natural  Pharmatech  Shares  pursuant  to the
                  Acquisition  shall be validly issued and  outstanding as fully
                  paid and  non-assessable  shares  and the  Acquisition  Shares
                  shall be  transferable  upon the  books of  Purchaser,  in all
                  cases  subject  to  the  provisions  and  restrictions  of all
                  applicable securities laws.


                                      -13-
<PAGE>

NON-MERGER AND SURVIVAL

3.2 The  representations  and warranties of Purchaser  contained  herein will be
true  at  and  as  of  Closing  in  all   material   respects   as  though  such
representations  and warranties were made as of such time.  Notwithstanding  the
completion of the transactions  contemplated hereby, the waiver of any condition
contained  herein (unless such waiver  expressly  releases a party from any such
representation or warranty) or any investigation  made by Natural  Pharmatech or
the Sellers,  the  representations and warranties of Purchaser shall survive the
Closing.

INDEMNITY

3.3 Purchaser agrees to indemnify and save harmless  Natural  Pharmatech and the
Sellers  from  and  against  any  and  all  claims,  demands,   actions,  suits,
proceedings,  assessments,  judgments,  damages,  costs,  losses  and  expenses,
including any payment made in good faith in settlement of any claim  (subject to
the right of Purchaser to defend any such claim),  resulting  from the breach by
it of any  representation  or  warranty  made under this  Agreement  or from any
misrepresentation  in or  omission  from any  certificate  or  other  instrument
furnished or to be furnished by Purchaser to Natural  Pharmatech  or the Sellers
hereunder.

                                    ARTICLE 4
                             COVENANTS OF PURCHASER

COVENANTS

4.1  Purchaser covenants and agrees with Natural Pharmatech and the Sellers that
it will:

         (a)      Conduct of Business.  Until the Closing, conduct the Purchaser
                  Business diligently and in the ordinary course consistent with
                  the manner in which the Purchaser  Business generally has been
                  operated up to the date of execution of this Agreement;

         (b)      Preservation  of  Business.  Until the  Closing,  use its best
                  efforts to preserve the  Purchaser  Business and the Purchaser
                  Assets  and,   without   limitation,   preserve   for  Natural
                  Pharmatech  Purchaser's  and its  subsidiaries'  relationships
                  with any third party having business relations with them;

         (c)      Access.  Until  the  Closing,  give  Natural  Pharmatech,  the
                  Sellers,  and their  representatives full access to all of the
                  properties,  books,  contracts,  commitments  and  records  of
                  Purchaser, and furnish to Natural Pharmatech,  the Sellers and
                  their   representatives  all  such  information  as  they  may
                  reasonably request; and

         (d)      Procure Consents. Until the Closing, take all reasonable steps
                  required to obtain,  prior to Closing, any and all third party
                  consents  required to permit the  Acquisition  and to preserve
                  and maintain the Purchaser Assets  notwithstanding  the change
                  in control of Natural Pharmatech arising from the Acquisition.

AUTHORIZATION

4.2 Purchaser hereby agrees to authorize and direct any and all federal,  state,
municipal,  foreign and  international  governments  and regulatory  authorities
having jurisdiction respecting Purchaser and its subsidiaries to release any and


                                      -14-
<PAGE>

all information in their possession respecting Purchaser and its subsidiaries to
Natural  Pharmatech.  Purchaser  shall  promptly  execute and deliver to Natural
Pharmatech  any and all  consents to the  release of  information  and  specific
authorizations  which Natural Pharmatech  reasonably  requires to gain access to
any and all such information.

SURVIVAL

4.3 The  covenants  set forth in this Article  shall survive the Closing for the
benefit of Natural Pharmatech and the Sellers.

                                    ARTICLE 5
                        REPRESENTATIONS AND WARRANTIES OF
                                   THE SELLERS

REPRESENTATIONS AND WARRANTIES

5.1 The  Sellers  hereby  jointly  and  severally  represent  and warrant in all
material  respects to  Purchaser,  with the intent that it will rely  thereon in
entering into this Agreement and in approving and  completing  the  transactions
contemplated hereby, that:


NATURAL PHARMATECH - CORPORATE STATUS AND CAPACITY

         (a)      Incorporation.   Natural  Pharmatech  is  a  corporation  duly
                  incorporated  and  validly  subsisting  under  the laws of the
                  British Virgin Islands;

         (b)      Carrying on Business. Natural Pharmatech was formed on Feb. 2,
                  2004 for the sole  purpose  of  holding  all of the issued and
                  outstanding  shares of capital stock of the Natural Pharmatech
                  Subsidiaries.  Since the date of its inception,  other than in
                  connection  with  this  Agreement,   Natural   Pharmatech  has
                  conducted no business or  operations  other than its ownership
                  of the  Natural  Pharmatech  Subsidiaries.  The  nature of the
                  Natural   Pharmatech   Business   does  not  require   Natural
                  Pharmatech  to register or  otherwise be qualified to carry on
                  business in any other jurisdiction;

         (c)      Legal  Capacity.  Natural  Pharmatech  has  the  legal  power,
                  capacity  and   authority   to  own  the  Natural   Pharmatech
                  Subsidiaries and to enter into and complete this Agreement;

THE NATURAL PHARMATECH SUBSIDIARIES - CORPORATE STATUS AND CAPACITY

         (d)      Incorporation.  Each of the Natural Pharmatech Subsidiaries is
                  a company duly formed and validly subsisting under the laws of
                  their respective jurisdiction of organization;

         (e)      Carrying  on  Business.  The Natural  Pharmatech  Subsidiaries
                  carry on the  Natural  Pharmatech  Business  primarily  in the
                  People's  Republic  of China and do not carry on any  material
                  business  activity  in any  other  jurisdiction.  The  Natural
                  Pharmatech  Subsidiaries  are duly  authorized to carry on the
                  Natural Pharmatech Business in the People's Republic of China.
                  The nature of the Natural Pharmatech Business does not require
                  the Natural  Pharmatech  Subsidiaries to register or otherwise
                  be qualified to carry on business in any other jurisdiction;


                                      -15-
<PAGE>

         (f)      Legal Capacity.  Each of the Natural  Pharmatech  Subsidiaries
                  has the legal  power,  capacity  and  authority to own Natural
                  Pharmatech  Assets  and to carry on the  Business  of  Natural
                  Pharmatech;

NATURAL PHARMATECH - CAPITALIZATION

         (g)      Authorized   Capital.   The  authorized   capital  of  Natural
                  Pharmatech  consists of  100,000,000  shares of common  stock,
                  USD$0.01 par value per share;

         (h)      Ownership  of  Natural   Pharmatech  Shares.  The  issued  and
                  outstanding  share  capital  of  Natural  Pharmatech  will  on
                  Closing consist of 43,850,000 common shares (being the Natural
                  Pharmatech  Shares),  which shares on Closing shall be validly
                  issued  and  outstanding  as  fully  paid  and  non-assessable
                  shares.  The  Sellers  will be at Closing the  registered  and
                  beneficial owners of the 43,850,000 Natural Pharmatech Shares.
                  The Natural  Pharmatech  Shares  owned by the Sellers  will on
                  Closing  be free  and  clear  of any and all  liens,  charges,
                  pledges,  encumbrances,  restrictions  on transfer and adverse
                  claims whatsoever;

         (i)      No  Option,  Warrant  or  Other  Right.  No  person,  firm  or
                  corporation  has any agreement,  option,  warrant,  preemptive
                  right or any other right  capable of  becoming  an  agreement,
                  option,  warrant  or  right  for the  acquisition  of  Natural
                  Pharmatech  Shares  held by the  Sellers or for the  purchase,
                  subscription  or issuance of any of the unissued shares in the
                  capital of Natural Pharmatech;

         (j)      No  Restrictions.  There are no  restrictions on the transfer,
                  sale  or  other  disposition  of  Natural   Pharmatech  Shares
                  contained in the charter  documents of Natural  Pharmatech  or
                  under any agreement;

THE NATURAL  PHARMATECH  SUBSIDIARIES  -  CAPITALIZATION  OF NATURAL  PHARMATECH
(JILIN CHINA) CO., LTD.

         (k)      Ownership of Shares of Natural  Pharmatech  (Jilin China) Co.,
                  Ltd.  The  registered  capital  of Natural  Pharmatech  (Jilin
                  China) Co., Ltd. will on Closing consist of $5,300,000,  which
                  shares on Closing shall be validly  issued and  outstanding as
                  fully paid and non-assessable  shares. Natural Pharmatech will
                  be at Closing the registered  and  beneficial  owner of all of
                  the shares of Natural  Pharmatech (Jilin China) Co., Ltd., and
                  such  shares  will on Closing be free and clear of any and all
                  liens,  charges,   pledges,   encumbrances,   restrictions  on
                  transfer and adverse claims whatsoever;

         (l)      No Option,  Warrant or Other Right - Natural Pharmatech (Jilin
                  China)  Co.,  Ltd.  No  person,  firm or  corporation  has any
                  agreement,  option,  warrant,  preemptive  right or any  other
                  right  capable of becoming an  agreement,  option,  warrant or
                  right for the  acquisition  of shares  of  Natural  Pharmatech
                  (Jilin China) Co., Ltd. held by Natural  Pharmatech or for the
                  purchase,  subscription  or  issuance  of any of the  unissued
                  shares in the capital of Natural Pharmatech (Jilin China) Co.,
                  Ltd.;

THE  NATURAL  PHARMATECH  SUBSIDIARIES  -  CAPITALIZATION  OF JILIN BEN CAO TANG
PHARMACY CO., LTD.

         (m)      Ownership of Shares of Jilin Ben Cao Tang  Pharmacy  Co., Ltd.
                  The  registered  capital of Jilin Ben Cao Tang  Pharmacy  Co.,
                  Ltd. will on Closing consist of HK$20,000,000, which shares on
                  Closing shall be validly issued and  outstanding as fully paid
                  and  non-assessable  shares.  Natural Pharmatech (Jilin China)
                  Co., Ltd.  will be at Closing the  registered  and  beneficial


                                      -16-
<PAGE>

                  owner of 75% of the issued and outstanding shares of Jilin Ben
                  Cao Tang Pharmacy Co.,  Ltd.,  and such shares will on Closing
                  be free and  clear  of any and all  liens,  charges,  pledges,
                  encumbrances,  restrictions  on transfer  and  adverse  claims
                  whatsoever;

         (n)      No  Option,  Warrant  or  Other  Right  - Jilin  Ben Cao  Tang
                  Pharmacy  Co.,  Ltd. No person,  firm or  corporation  has any
                  agreement,  option,  warrant,  preemptive  right or any  other
                  right  capable of becoming an  agreement,  option,  warrant or
                  right  for the  acquisition  of  shares  of Jilin Ben Cao Tang
                  Pharmacy Co., Ltd.  held by Natural  Pharmatech  (Jilin China)
                  Co., Ltd. or for the purchase, subscription or issuance of any
                  of the  unissued  shares in the  capital of Jilin Ben Cao Tang
                  Pharmacy Co., Ltd.;

THE  NATURAL  PHARMATECH  SUBSIDIARIES  -  CAPITALIZATION  OF  JILIN YI CAO TANG
PHARMACY CO., LTD.

         (o)      Ownership of Shares of Jilin Yi Cao Tang  Pharmacy  Co.,  Ltd.
                  The registered capital of Jilin Yi Cao Tang Pharmacy Co., Ltd.
                  will on Closing  consist  of  RMB10,000,000,  which  shares on
                  Closing shall be validly issued and  outstanding as fully paid
                  and  non-assessable  shares.  Natural Pharmatech (Jilin China)
                  Co., Ltd.  will be at Closing the  registered  and  beneficial
                  owner of 95% of the issued and outstanding  shares of Jilin Yi
                  Cao Tang Pharmacy Co.,  Ltd.,  and such shares will on Closing
                  be free and  clear  of any and all  liens,  charges,  pledges,
                  encumbrances,  restrictions  on transfer  and  adverse  claims
                  whatsoever;

         (p)      No Option, Warrant or Other Right - Jilin Yi Cao Tang Pharmacy
                  Co., Ltd. No person,  firm or  corporation  has any agreement,
                  option,  warrant,  preemptive right or any other right capable
                  of becoming  an  agreement,  option,  warrant or right for the
                  acquisition  of shares of Jilin Yi Cao Tang Pharmacy Co., Ltd.
                  held by Natural  Pharmatech (Jilin China) Co., Ltd. or for the
                  purchase,  subscription  or  issuance  of any of the  unissued
                  shares in the capital of Jilin Yi Cao Tang Pharmacy Co., Ltd.;

THE NATURAL  PHARMATECH  SUBSIDIARIES  -  CAPITALIZATION  OF JILIN TIAN YAO DRUG
SAFETY EVALUATION CO., LTD.

         (q)      Ownership  of Shares of Jilin Tian Yao Drug Safety  Evaluation
                  Co., Ltd. The registered capital of Jilin Tian Yao Drug Safety
                  Evaluation Co., Ltd. will on Closing consist of  RMB4,340,000,
                  which   shares  on  Closing   shall  be  validly   issued  and
                  outstanding as fully paid and non-assessable  shares.  Natural
                  Pharmatech  (Jilin  China)  Co.,  Ltd.  will be at Closing the
                  registered  and  beneficial  owner of 99.5% of the  issued and
                  outstanding  shares of Jilin Tian Yao Drug  Safety  Evaluation
                  Co.,  Ltd.,  and such shares will on Closing be free and clear
                  of  any  and  all  liens,  charges,   pledges,   encumbrances,
                  restrictions on transfer and adverse claims whatsoever;

         (r)      No Option, Warrant or Other Right - Jilin Tian Yao Drug Safety
                  Evaluation  Co., Ltd. No person,  firm or corporation  has any
                  agreement,  option,  warrant,  preemptive  right or any  other
                  right  capable of becoming an  agreement,  option,  warrant or
                  right for the  acquisition  of  shares of Jilin  Tian Yao Drug
                  Safety Evaluation Co., Ltd. held by Natural  Pharmatech (Jilin
                  China) Co., Ltd. or for the purchase, subscription or issuance
                  of any of the unissued shares in the capital of Jilin Tian Yao
                  Drug Safety Evaluation Co., Ltd.;

THE  NATURAL  PHARMATECH  SUBSIDIARIES  -  CAPITALIZATION  OF JILIN  MAI DI XING
MEDICATION DEVELOPMENT CO., LTD.

         (s)      Ownership   of  Shares   of  Jilin  Mai  Di  Xing   Medication
                  Development  Co., Ltd. The registered  capital of Jilin Mai Di


                                      -17-
<PAGE>

                  Xing Medication  Development Co., Ltd. will on Closing consist
                  of  RMB1,000,000,  which  shares on  Closing  shall be validly
                  issued  and  outstanding  as  fully  paid  and  non-assessable
                  shares.  Natural Pharmatech (Jilin China) Co., Ltd. will be at
                  Closing  the  registered  and  beneficial  owner of 51% of the
                  issued and outstanding  shares of Jilin Mai Di Xing Medication
                  Development Co., Ltd., and such shares will on Closing be free
                  and   clear   of  any  and  all   liens,   charges,   pledges,
                  encumbrances,  restrictions  on transfer  and  adverse  claims
                  whatsoever;

         (t)      No  Option,  Warrant  or  Other  Right  -  Jilin  Mai Di  Xing
                  Medication   Development   Co.,   Ltd.  No  person,   firm  or
                  corporation  has any agreement,  option,  warrant,  preemptive
                  right or any other right  capable of  becoming  an  agreement,
                  option,  warrant  or right  for the  acquisition  of shares of
                  Jilin Mai Di Xing  Medication  Development  Co.,  Ltd. held by
                  Natural   Pharmatech  (Jilin  China)  Co.,  Ltd.  or  for  the
                  purchase,  subscription  or  issuance  of any of the  unissued
                  shares  in  the  capital  of  Jilin  Mai  Di  Xing  Medication
                  Development Co., Ltd.;

NATURAL PHARMATECH - RECORDS AND FINANCIAL STATEMENTS

         (u)      Charter Documents. The charter documents of Natural Pharmatech
                  have not been altered since its incorporation  date, except as
                  filed in the record books of Natural Pharmatech;

         (v)      Corporate  Minute Books. The corporate minute books of Natural
                  Pharmatech  and  the  Natural   Pharmatech   Subsidiaries  are
                  complete and each of the minutes contained therein  accurately
                  reflect the actions  that were taken at a duly called and held
                  meeting  or by  consent  without a  meeting.  All  actions  by
                  Natural  Pharmatech  and the Natural  Pharmatech  Subsidiaries
                  which required director or shareholder  approval are reflected
                  on the corporate  minute books of Natural  Pharmatech  and the
                  Natural  Pharmatech  Subsidiaries.  Neither Natural Pharmatech
                  nor the Natural  Pharmatech  Subsidiaries  are in violation or
                  breach of, or in default  with  respect  to, any term of their
                  respective  Certificates  of  Incorporation  (or other charter
                  documents) or by-laws.

         (w)      Natural   Pharmatech   Financial   Statements.   The   Natural
                  Pharmatech   Financial   Statements  present  fairly,  in  all
                  material  respects,   the  assets  and  liabilities   (whether
                  accrued,   absolute,   contingent  or  otherwise)  of  Natural
                  Pharmatech  and  the  Natural  Pharmatech  Subsidiaries,  on a
                  consolidated  basis, as of the respective  dates thereof,  and
                  the sales and  earnings  of the  Natural  Pharmatech  Business
                  during the periods covered thereby,  in all material respects,
                  and  have  been  prepared  in  substantial   accordance   with
                  generally accepted accounting principles consistently applied;

         (x)      Natural Pharmatech Accounts Payable and Liabilities. There are
                  no material liabilities,  contingent or otherwise,  of Natural
                  Pharmatech or the Natural  Pharmatech  Subsidiaries  which are
                  not  disclosed  in  Schedule  "B" hereto or  reflected  in the
                  Natural Pharmatech  Financial Statements except those incurred
                  in the ordinary  course of business since the date of the said
                  schedule and the Natural Pharmatech Financial Statements,  and
                  neither   Natural   Pharmatech  nor  the  Natural   Pharmatech
                  Subsidiaries  have guaranteed or agreed to guarantee any debt,
                  liability  or  other   obligation  of  any  person,   firm  or
                  corporation. Without limiting the generality of the foregoing,
                  all accounts payable and liabilities of Natural  Pharmatech as
                  of September 30, 2004 are described in Schedule "B" hereto;

         (y)      Natural  Pharmatech  Accounts  Receivable.   All  the  Natural
                  Pharmatech  Accounts Receivable result from bona fide business
                  transactions and services actually  rendered  without,  to the


                                      -18-
<PAGE>

                  knowledge and belief of the Sellers,  any claim by the obligor
                  for set-off or  counterclaim.  Without limiting the generality
                  of  the   foregoing,   all  accounts   receivable  of  Natural
                  Pharmatech as of September 30, 2004, are described in Schedule
                  "C" hereto;

         (z)      Natural   Pharmatech   Bank  Accounts.   All  of  the  Natural
                  Pharmatech  Bank  Accounts,  their  location,  numbers and the
                  authorized  signatories  thereto  are as set forth in Schedule
                  "D" hereto;

         (aa)     No Debt to Related  Parties.  Except as  disclosed in Schedule
                  "E"  hereto,   Neither  Natural  Pharmatech  nor  the  Natural
                  Pharmatech  Subsidiaries  are,  and on  Closing  will  not be,
                  indebted to the Sellers nor to any family member thereof,  nor
                  to any affiliate, director or officer of Natural Pharmatech or
                  the Sellers  except  accounts  payable on account of bona fide
                  business transactions of Natural Pharmatech incurred in normal
                  course of Natural Pharmatech  Business,  including  employment
                  agreements  with the  Sellers,  none of which are more than 30
                  days in arrears;

         (bb)     No Related Party Debt to Natural Pharmatech. No Seller nor any
                  director,  officer or affiliate of Natural  Pharmatech are now
                  indebted  to or under  any  financial  obligation  to  Natural
                  Pharmatech  or  the  Natural  Pharmatech  Subsidiaries  on any
                  account  whatsoever,  except for advances on account of travel
                  and other expenses not exceeding $5,000 in total;

         (cc)     No  Dividends.  No  dividends  or other  distributions  on any
                  shares in the  capital of Natural  Pharmatech  have been made,
                  declared  or   authorized   since  the  date  of  the  Natural
                  Pharmatech Financial Statements;

         (dd)     No  Payments.  No  payments  of any  kind  have  been  made or
                  authorized since the date of the Natural Pharmatech  Financial
                  Statements  to or on behalf of the  Sellers or to or on behalf
                  of officers,  directors,  shareholders or employees of Natural
                  Pharmatech or the Natural Pharmatech Subsidiaries or under any
                  management  agreements with Natural  Pharmatech or the Natural
                  Pharmatech Subsidiaries,  except payments made in the ordinary
                  course of business and at the regular rates of salary or other
                  remuneration payable to them;

         (ee)     No Pension Plans. There are no pension,  profit sharing, group
                  insurance  or  similar  plans or other  deferred  compensation
                  plans affecting Natural Pharmatech,  other than any such plans
                  disclosed in the Natural Pharmatech Financial Statements;

         (ff)     No Adverse  Events.  Since the date of the Natural  Pharmatech
                  Financial Statements:

                  (i)      there has not been any material adverse change in the
                           consolidated   financial  position  or  condition  of
                           Natural    Pharmatech,    the   Natural    Pharmatech
                           Subsidiaries,   their   liabilities  or  the  Natural
                           Pharmatech Assets or any damage, loss or other change
                           in   circumstances   materially   affecting   Natural
                           Pharmatech,  the Natural  Pharmatech  Business or the
                           Natural  Pharmatech  Assets or  Natural  Pharmatech's
                           right to carry on the  Natural  Pharmatech  Business,
                           other  than  changes  in  the   ordinary   course  of
                           business,

                  (ii)     there has not been any damage,  destruction,  loss or
                           other event  (whether  or not  covered by  insurance)
                           materially    and   adversely    affecting    Natural
                           Pharmatech, the Natural Pharmatech Subsidiaries,  the
                           Natural Pharmatech Business or the Natural Pharmatech
                           Assets,


                                      -19-
<PAGE>

                  (iii)    there  has not  been  any  material  increase  in the
                           compensation  payable or to become payable by Natural
                           Pharmatech  to  the  Sellers  or to  any  of  Natural
                           Pharmatech's  officers,  employees  or  agents or any
                           bonus,  payment or arrangement made to or with any of
                           them,

                  (iv)     the  Natural   Pharmatech   Business   has  been  and
                           continues to be carried on in the ordinary course,

                  (v)      Natural  Pharmatech has not waived or surrendered any
                           right of material value,

                  (vi)     neither Natural Pharmatech nor the Natural Pharmatech
                           Subsidiaries have discharged or satisfied or paid any
                           lien or encumbrance or obligation or liability  other
                           than current  liabilities  in the ordinary  course of
                           business, and

                  (vii)    no   capital   expenditures   in  excess  of  $10,000
                           individually or $30,000 in total have been authorized
                           or made;

NATURAL PHARMATECH - INCOME TAX MATTERS

         (gg)     Tax Returns. All tax returns and reports of Natural Pharmatech
                  and the Natural Pharmatech  Subsidiaries required by law to be
                  filed have been filed and are true, complete and correct,  and
                  any taxes  payable  in  accordance  with any  return  filed by
                  Natural Pharmatech and the Natural Pharmatech  Subsidiaries or
                  in accordance  with any notice of  assessment or  reassessment
                  issued by any taxing authority have been so paid;

         (hh)     Current Taxes.  Adequate  provisions  have been made for taxes
                  payable for the  current  period for which tax returns are not
                  yet required to be filed and there are no agreements, waivers,
                  or other arrangements  providing for an extension of time with
                  respect to the filing of any tax return by, or payment of, any
                  tax,  governmental charge or deficiency by Natural Pharmatech.
                  Natural Pharmatech and the Natural Pharmatech Subsidiaries are
                  not aware of any  contingent  tax  liabilities  or any grounds
                  which  would  prompt  a  reassessment   including   aggressive
                  treatment  of  income  and  expenses  in  filing  earlier  tax
                  returns;

NATURAL PHARMATECH - APPLICABLE LAWS AND LEGAL MATTERS

         (ii)     Licenses.   Natural  Pharmatech  and  the  Natural  Pharmatech
                  Subsidiaries hold all licenses and permits as may be requisite
                  for carrying on the Natural Pharmatech  Business in the manner
                  in which it has heretofore been carried on, which licenses and
                  permits  have  been  maintained  and  continue  to be in  good
                  standing  except where the failure to obtain or maintain  such
                  licenses or permits would not have a material  adverse  effect
                  on the Natural Pharmatech Business;

         (jj)     Applicable  Laws.  Neither Natural  Pharmatech nor the Natural
                  Pharmatech  Subsidiaries  have been  charged  with or received
                  notice  of  breach   of  any   laws,   ordinances,   statutes,
                  regulations,  by-laws,  orders or  decrees  to which  they are
                  subject or which  applies to them the violation of which would
                  have a  material  adverse  effect  on the  Natural  Pharmatech
                  Business,  and,  to  the  knowledge  of the  Sellers,  Neither
                  Natural Pharmatech nor the Natural Pharmatech Subsidiaries are
                  in  breach  of any laws,  ordinances,  statutes,  regulations,


                                      -20-
<PAGE>

                  by-laws,  orders or decrees the  contravention  of which would
                  result in a material adverse impact on the Natural  Pharmatech
                  Business;

         (kk)     Pending  or  Threatened  Litigation.   There  is  no  material
                  litigation  or  administrative   or  governmental   proceeding
                  pending  or   threatened   against  or   relating  to  Natural
                  Pharmatech,  the Natural Pharmatech Subsidiaries,  the Natural
                  Pharmatech Business,  or any of the Natural Pharmatech Assets,
                  nor do the Sellers have any knowledge of any deliberate act or
                  omission  of  Natural  Pharmatech  of the  Natural  Pharmatech
                  Subsidiaries  that would form any material  basis for any such
                  action or proceeding;

         (ll)     No  Bankruptcy.  Neither  Natural  Pharmatech  nor the Natural
                  Pharmatech  Subsidiaries have made any voluntary assignment or
                  proposal  under  applicable  laws relating to  insolvency  and
                  bankruptcy  and no  bankruptcy  petition  has  been  filed  or
                  presented against Natural Pharmatech or the Natural Pharmatech
                  Subsidiaries and no order has been made or a resolution passed
                  for the  winding-up,  dissolution  or  liquidation  of Natural
                  Pharmatech or the Natural Pharmatech Subsidiaries;

         (mm)     Labor  Matters.  Neither  Natural  Pharmatech  nor the Natural
                  Pharmatech  Subsidiaries are party to any collective agreement
                  relating to the  Natural  Pharmatech  Business  with any labor
                  union or other  association  of  employees  and no part of the
                  Natural  Pharmatech  Business  has  been  certified  as a unit
                  appropriate for collective  bargaining or, to the knowledge of
                  the Sellers, has made any attempt in that regard.

         (nn)     Finder's  Fees.  Neither  Natural  Pharmatech  nor the Natural
                  Pharmatech  Subsidiaries  are  party  to any  agreement  which
                  provides  for the payment of finder's  fees,  brokerage  fees,
                  commissions  or other fees or amounts  which are or may become
                  payable to any third party in  connection  with the  execution
                  and   delivery  of  this   Agreement   and  the   transactions
                  contemplated herein;

EXECUTION AND PERFORMANCE OF AGREEMENT

         (oo)     Authorization and  Enforceability.  The execution and delivery
                  of this  Agreement,  and the  completion  of the  transactions
                  contemplated  hereby, have been duly and validly authorized by
                  all  necessary   corporate  action  on  the  part  of  Natural
                  Pharmatech;

         (pp)     No Violation or Breach.  The execution and performance of this
                  Agreement will not

                  (i)      violate the charter  documents of Natural  Pharmatech
                           or result in any  breach of, or  default  under,  any
                           loan agreement, mortgage, deed of trust, or any other
                           agreement to which  Natural  Pharmatech or any of the
                           Natural Pharmatech Subsidiaries is a party,

                  (ii)     give any person any right to  terminate or cancel any
                           agreement  including,  without  limitation,   Natural
                           Pharmatech Material Contracts, or any right or rights
                           enjoyed  by  Natural   Pharmatech   or  the   Natural
                           Pharmatech Subsidiaries,

                  (iii)    result in any alteration of Natural  Pharmatech's  or
                           the  Natural  Pharmatech  Subsidiaries'   obligations
                           under any  agreement to which  Natural  Pharmatech or
                           one or more of the Natural Pharmatech Subsidiaries is
                           a party including,  without  limitation,  the Natural
                           Pharmatech Material Contracts,


                                      -21-
<PAGE>

                  (iv)     result in the  creation  or  imposition  of any lien,
                           encumbrance or  restriction of any nature  whatsoever
                           in favor of a third party upon or against the Natural
                           Pharmatech Assets,

                  (v)      result  in the  imposition  of any tax  liability  to
                           Natural  Pharmatech or any of the Natural  Pharmatech
                           Subsidiaries relating to Natural Pharmatech Assets or
                           the Natural Pharmatech Shares, or

                  (vi)     violate  any court  order or  decree to which  either
                           Natural  Pharmatech or any of the Natural  Pharmatech
                           Subsidiaries is subject;

NATURAL PHARMATECH ASSETS - OWNERSHIP AND CONDITION

         (qq)     Business Assets. The Natural Pharmatech Assets,  including the
                  Natural Pharmatech Subsidiaries,  comprise all of the property
                  and assets of the Natural Pharmatech Business, and neither the
                  Sellers nor any other  person,  firm or  corporation  owns any
                  assets used by Natural  Pharmatech  or the Natural  Pharmatech
                  Subsidiaries  in operating  the Natural  Pharmatech  Business,
                  whether under a lease,  rental agreement or other arrangement,
                  other than as disclosed in Schedules "F" or "I" hereto;

         (rr)     Title.   Natural   Pharmatech   or  the   Natural   Pharmatech
                  Subsidiaries is the legal and beneficial  owner of the Natural
                  Pharmatech  Assets,  free and clear of all  mortgages,  liens,
                  charges,  pledges,  security interests,  encumbrances or other
                  claims  whatsoever,  save and except as disclosed in Schedules
                  "F" or "I" hereto;

         (ss)     No Option. No person, firm or corporation has any agreement or
                  option or a right  capable of  becoming an  agreement  for the
                  purchase of any of the Natural Pharmatech Assets;

         (tt)     Natural Pharmatech  Insurance Policies.  Natural Pharmatech or
                  the  Natural  Pharmatech  Subsidiaries  maintains  the  public
                  liability  insurance and  insurance  against loss or damage to
                  the  Natural  Pharmatech  Assets  and the  Natural  Pharmatech
                  Business as described in Schedule "G" hereto;

         (uu)     Natural Pharmatech Material Contracts.  The Natural Pharmatech
                  Material  Contracts  listed in Schedule "I"  constitute all of
                  the material  contracts of Natural  Pharmatech and the Natural
                  Pharmatech Subsidiaries;

         (vv)     No  Default.  There has not been any  default in any  material
                  obligation  of  Natural  Pharmatech  or any other  party to be
                  performed under any of Natural Pharmatech  Material Contracts,
                  each of which is in good standing and in full force and effect
                  and  unamended  (except as  disclosed  in Schedule  "I"),  and
                  Natural  Pharmatech  is  not  aware  of  any  default  in  the
                  obligations   of  any  other  party  to  any  of  the  Natural
                  Pharmatech Material Contracts;

         (ww)     No  Compensation  on  Termination.  There  are no  agreements,
                  commitments  or  understandings  relating to severance  pay or
                  separation  allowances  on  termination  of  employment of any
                  employee  of  Natural   Pharmatech   or  any  of  the  Natural
                  Pharmatech Subsidiaries. Neither Natural Pharmatech nor any of
                  the Natural Pharmatech Subsidiaries is obliged to pay benefits
                  or  share  profits  with any  employee  after  termination  of
                  employment except as required by law;


                                      -22-
<PAGE>

NATURAL PHARMATECH ASSETS - NATURAL PHARMATECH EQUIPMENT

         (xx)     Natural Pharmatech Equipment. The Natural Pharmatech Equipment
                  has been  maintained  in a manner  consistent  with  that of a
                  reasonably prudent owner and such equipment is in good working
                  condition;

NATURAL PHARMATECH ASSETS - NATURAL PHARMATECH GOODWILL AND OTHER ASSETS

         (yy)     Natural  Pharmatech  Goodwill.   Natural  Pharmatech  and  the
                  Natural   Pharmatech   Subsidiaries   carry  on  the   Natural
                  Pharmatech  Business only under the name "Natural  Pharmatech"
                  and  variations  thereof and under no other  business or trade
                  names.   The  Sellers  do  not  have  any   knowledge  of  any
                  infringement by Natural  Pharmatech or the Natural  Pharmatech
                  Subsidiaries  of any  patent,  trademark,  copyright  or trade
                  secret;

THE BUSINESS OF NATURAL PHARMATECH

         (zz)     Maintenance  of  Business.  Since  the  date  of  the  Natural
                  Pharmatech  Financial   Statements,   the  Natural  Pharmatech
                  Business  has  been  carried  on in the  ordinary  course  and
                  Natural  Pharmatech  and the Natural  Pharmatech  Subsidiaries
                  have not entered  into any material  agreement  or  commitment
                  except in the ordinary course; and

         (aaa)    Subsidiaries.  Except for the Natural Pharmatech Subsidiaries,
                  Natural  Pharmatech does not own any subsidiaries and does not
                  otherwise own, directly or indirectly,  any shares or interest
                  in any other corporation,  partnership,  joint venture or firm
                  and Natural  Pharmatech  does not own any  subsidiary and does
                  not  otherwise  own,  directly  or  indirectly,  any shares or
                  interest in any other corporation,  partnership, joint venture
                  or firm.

NON-MERGER AND SURVIVAL

5.2 The  representations  and warranties of Natural Pharmatech  contained herein
will be true at and as of  Closing  in all  material  respects  as  though  such
representations  and warranties were made as of such time.  Notwithstanding  the
completion of the transactions  contemplated hereby, the waiver of any condition
contained  herein (unless such waiver  expressly  releases a party from any such
representation  or  warranty)  or  any  investigation  made  by  Purchaser,  the
representations and warranties of Natural Pharmatech shall survive the Closing.

INDEMNITY

5.3 The Sellers agree to indemnify and save harmless  Purchaser from and against
any  and  all  claims,  demands,  actions,  suits,   proceedings,   assessments,
judgments,  damages,  costs, losses and expenses,  including any payment made in
good faith in  settlement  of any claim  (subject to the right of the Sellers to
defend  any  such  claim),  resulting  from  the  breach  by any of  them of any
representation  or warranty of such party made under this  Agreement or from any
misrepresentation  in or  omission  from any  certificate  or  other  instrument
furnished or to be furnished by Natural  Pharmatech  or the Sellers to Purchaser
hereunder.


                                      -23-
<PAGE>

                                    ARTICLE 6
                       COVENANTS OF NATURAL PHARMATECH AND
                                   THE SELLERS

COVENANTS

6.1    Natural Pharmatech and the Sellers covenant and agree with Purchaser that
they will:

         (a)      Conduct of Business.  Until the  Closing,  conduct the Natural
                  Pharmatech  Business  diligently  and in the  ordinary  course
                  consistent  with the  manner in which the  Natural  Pharmatech
                  Business  generally  has  been  operated  up to  the  date  of
                  execution of this Agreement;

         (b)      Preservation  of Business.  Until the Closing,  use their best
                  efforts to preserve  the Natural  Pharmatech  Business and the
                  Natural  Pharmatech Assets and, without  limitation,  preserve
                  for Purchaser Natural  Pharmatech's and the Natural Pharmatech
                  Subsidiaries'  relationships  with their suppliers,  customers
                  and others having business relations with them;

         (c)      Access.   Until   the   Closing,   give   Purchaser   and  its
                  representatives  full access to all of the properties,  books,
                  contracts,  commitments  and  records  of  Natural  Pharmatech
                  relating  to  Natural   Pharmatech,   the  Natural  Pharmatech
                  Business  and the Natural  Pharmatech  Assets,  and furnish to
                  Purchaser and its representatives all such information as they
                  may reasonably request;

         (d)      Procure Consents. Until the Closing, take all reasonable steps
                  required to obtain,  prior to Closing, any and all third party
                  consents  required to permit the  Acquisition  and to preserve
                  and  maintain the Natural  Pharmatech  Assets,  including  the
                  Natural Pharmatech  Material  Contracts,  notwithstanding  the
                  change in  control  of  Natural  Pharmatech  arising  from the
                  Acquisition;

         (e)      Reporting and Internal Controls.  From and after the Effective
                  Time, the Sellers shall forthwith take all required actions to
                  implement  internal  controls on the business of the Surviving
                  Company to ensure that the  Surviving  Company  and  Purchaser
                  comply with Section  13(b)(2) of the  Securities  and Exchange
                  Act of 1934, as amended; and

         (f)      1934 Act Reports.  From and after the Closing  Date,  take all
                  such  steps  as  are  necessary  to  discharge  all  reporting
                  obligations  imposed upon them by the Securities  Exchange Act
                  of 1934, as amended.

AUTHORIZATION

6.2  Natural  Pharmatech  hereby  agrees to  authorize  and  direct  any and all
federal, state, municipal,  foreign and international governments and regulatory
authorities  having  jurisdiction  respecting  Natural Pharmatech or the Natural
Pharmatech  Subsidiaries to release any and all information in their  possession
respecting  Natural  Pharmatech  or  the  Natural  Pharmatech   Subsidiaries  to
Purchaser.  Natural  Pharmatech  shall promptly execute and deliver to Purchaser
any and all consents to the release of information  and specific  authorizations
which  Purchaser  reasonably  require  to  gain  access  to  any  and  all  such
information.


                                      -24-
<PAGE>

SURVIVAL

6.3    The covenants set forth in this Article shall survive the Closing for the
benefit of Purchaser.

                                    ARTICLE 7
                        REPRESENTATIONS AND WARRANTIES OF
                             THE SELLERS RELATING TO
                       THE NATURAL PHARMATECH SUBSIDIARIES

REPRESENTATIONS AND WARRANTIES

7.1 The  Sellers  hereby  jointly  and  severally  represent  and warrant in all
material  respects to  Purchaser,  with the intent that it will rely  thereon in
entering into this Agreement and in approving and  completing  the  transactions
contemplated hereby, that:

NATURAL PHARMATECH SUBSIDIARIES - RECORDS AND FINANCIAL STATEMENTS

         (a)      Charter  Documents.  The  charter  documents  of  each  of the
                  Natural  Pharmatech  Subsidiaries  have not been altered since
                  their  incorporation date, except as filed in the record books
                  of each of the Natural Pharmatech Subsidiaries;

         (b)      Corporate  Minute Books. The corporate minute books of each of
                  the Natural  Pharmatech  Subsidiaries are complete and each of
                  the minutes contained therein  accurately  reflect the actions
                  that  were  taken  at a duly  called  and held  meeting  or by
                  consent without a meeting.  All actions by Natural  Pharmatech
                  and  the  Natural   Pharmatech   Subsidiaries  which  required
                  director  or   shareholder   approval  are  reflected  on  the
                  corporate minute books of the Natural Pharmatech Subsidiaries.
                  None of the Natural  Pharmatech  Subsidiaries are in violation
                  or breach of, or in default with respect to any terms of their
                  Certificate of Incorporation  (or other charter  documents) or
                  by-laws.

         (c)      Natural   Pharmatech   Financial   Statements.   The   Natural
                  Pharmatech   Financial   Statements  present  fairly,  in  all
                  material  respects,   the  assets  and  liabilities   (whether
                  accrued,  absolute,  contingent  or  otherwise) of each of the
                  Natural Pharmatech  Subsidiaries as of the dates thereof,  and
                  the sales and  earnings  of the  Natural  Pharmatech  Business
                  during the periods covered thereby,  in all material respects,
                  and  have  been  prepared  in  substantial   accordance   with
                  generally accepted accounting principles consistently applied;

         (d)      Accounts  Payable and  Liabilities  of the Natural  Pharmatech
                  Subsidiaries. There are no material liabilities, contingent or
                  otherwise, of any of the Natural Pharmatech Subsidiaries which
                  are not  disclosed  in Schedule "B" hereto or reflected in the
                  Natural Pharmatech  Financial Statements except those incurred
                  in the ordinary  course of business since the date of the said
                  schedule and the Natural Pharmatech Financial Statements,  and
                  none of the Natural Pharmatech  Subsidiaries has guaranteed or
                  agreed to guarantee any debt, liability or other obligation of
                  any  person,   firm  or  corporation.   Without  limiting  the
                  generality  of  the  foregoing,   all  accounts   payable  and
                  liabilities  of  the  Natural  Pharmatech  Subsidiaries  as of
                  September 30, 2004 are described in Schedule "B" hereto;

         (e)      Accounts  Receivable of the Natural  Pharmatech  Subsidiaries.
                  All  the  accounts   receivable  of  the  Natural   Pharmatech
                  Subsidiaries  result from bona fide business  transactions and
                  services  actually  rendered  without,  to the  knowledge  and


                                      -25-
<PAGE>

                  belief of the Sellers, any claim by the obligor for set-off or
                  counterclaim.   Without   limiting  the   generality   of  the
                  foregoing,  all accounts  receivable of the Natural Pharmatech
                  Subsidiaries  as of  September  30,  2004,  are  described  in
                  Schedule "C" hereto;

         (f)      Bank Accounts of the Natural Pharmatech  Subsidiaries.  All of
                  the bank  accounts  of the  Natural  Pharmatech  Subsidiaries,
                  their location, numbers and the authorized signatories thereto
                  are as set forth in Schedule "D" hereto;

         (g)      No Debt to Related  Parties.  Except as  disclosed in Schedule
                  "E" hereto,  none of the Natural  Pharmatech  Subsidiaries is,
                  and on Closing will not be, indebted to the Sellers nor to any
                  family  member  thereof,  nor to any  affiliate,  director  or
                  officer of the Natural  Pharmatech  Subsidaries or the Sellers
                  except  accounts  payable  on  account  of bona fide  business
                  transactions of the Natural Pharmatech  Subsidiaries  incurred
                  in normal  course of Natural  Pharmatech  Business,  including
                  employment agreements with the Sellers, none of which are more
                  than 30 days in arrears;

         (h)      No Related Party Debt to Natural Pharmatech. No Seller nor any
                  director,  officer  or  affiliate  of the  Natural  Pharmatech
                  Subsidiaries  is  now  indebted  to  or  under  any  financial
                  obligation  to  Natural  Pharmatech  or  any  of  the  Natural
                  Pharmatech Subsidiaries on any account whatsoever,  except for
                  advances on account of travel and other expenses not exceeding
                  $5,000 in total;

         (i)      No  Dividends.  No  dividends  or other  distributions  on any
                  shares  in  the  capital  of any  of  the  Natural  Pharmatech
                  Subsidiaries have been made,  declared or authorized since the
                  date of the Natural Pharmatech Financial Statements;

         (j)      No  Payments.  No  payments  of any  kind  have  been  made or
                  authorized since the date of the Natural Pharmatech  Financial
                  Statements  to or on behalf of the  Sellers or to or on behalf
                  of officers,  directors,  shareholders  or employees of any of
                  the Natural  Pharmatech  Subsidiaries  or under any management
                  agreements  with any of the Natural  Pharmatech  Subsidiaries,
                  except payments made in the ordinary course of business and at
                  the regular rates of salary or other  remuneration  payable to
                  them;

         (k)      No Pension Plans. There are no pension,  profit sharing, group
                  insurance  or  similar  plans or other  deferred  compensation
                  plans  affecting any of the Natural  Pharmatech  Subsidiaries,
                  other than any such plans disclosed in the Natural  Pharmatech
                  Financial Statements;

         (l)      No Adverse  Events.  Since the date of the Natural  Pharmatech
                  Financial Statements:

                  (i)      there has not been any material adverse change in the
                           consolidated  financial  position or condition of the
                           Natural Pharmatech Subsidiaries, their liabilities or
                           the Natural Pharmatech Assets or any damage,  loss or
                           other change in  circumstances  materially  affecting
                           any  of  the  Natural  Pharmatech  Subsidiaries,  the
                           Natural Pharmatech Business or the Natural Pharmatech
                           Assets or any of the Natural Pharmatech Subsidiaries'
                           right to carry on the  Natural  Pharmatech  Business,
                           other  than  changes  in  the   ordinary   course  of
                           business,

                  (ii)     there has not been any damage,  destruction,  loss or
                           other event  (whether  or not  covered by  insurance)
                           materially and adversely affecting any of the Natural
                           Pharmatech   Subsidiaries,   the  Natural  Pharmatech
                           Business or the Natural Pharmatech Assets,


                                      -26-
<PAGE>

                  (iii)    there  has not  been  any  material  increase  in the
                           compensation  payable or to become  payable by any of
                           the Natural Pharmatech Subsidiaries to the Sellers or
                           to  any  of  the  Natural  Pharmatech   Subsidiaries'
                           respective  officers,  employees  or  agents  or  any
                           bonus,  payment or arrangement made to or with any of
                           them,

                  (iv)     the  Natural   Pharmatech   Business   has  been  and
                           continues to be carried on in the ordinary  course by
                           the Natural Pharmatech Subsidiaries,

                  (v)      None  of the  Natural  Pharmatech  Subsidiaries  have
                           waived or surrendered any right of material value,

                  (vi)     None  of the  Natural  Pharmatech  Subsidiaries  have
                           discharged   or   satisfied   or  paid  any  lien  or
                           encumbrance  or  obligation  or liability  other than
                           current   liabilities  in  the  ordinary   course  of
                           business, and

                  (vii)    no   capital   expenditures   in  excess  of  $10,000
                           individually or $30,000 in total have been authorized
                           or made any of the Natural Pharmatech Subsidiaries;

NATURAL PHARMATECH SUBSIDIARIES - INCOME TAX MATTERS

         (m)      Tax  Returns.  All  tax  returns  and  reports  of each of the
                  Natural  Pharmatech  Subsidiaries  required by law to be filed
                  have been filed and are true,  complete and  correct,  and any
                  taxes  payable  in  accordance  with any  return  filed by the
                  Natural  Pharmatech  Subsidiaries  or in  accordance  with any
                  notice of  assessment  or  reassessment  issued by any  taxing
                  authority have been so paid;

         (n)      Current Taxes.  Adequate  provisions  have been made for taxes
                  payable for the  current  period for which tax returns are not
                  yet required to be filed and there are no agreements, waivers,
                  or other arrangements  providing for an extension of time with
                  respect to the filing of any tax return by, or payment of, any
                  tax,  governmental  charge or deficiency by any of the Natural
                  Pharmatech  Subsidiaries.   None  of  the  Natural  Pharmatech
                  Subsidiaries is aware of any contingent tax liabilities or any
                  grounds which would prompt a reassessment including aggressive
                  treatment  of  income  and  expenses  in  filing  earlier  tax
                  returns;

NATURAL PHARMATECH SUBSIDIARIES- APPLICABLE LAWS AND LEGAL MATTERS

         (o)      Licenses.  Each of the Natural  Pharmatech  Subsidiaries holds
                  all licenses  and permits as may be requisite  for carrying on
                  the Natural Pharmatech  Business in the manner in which it has
                  heretofore  been carried on,  which  licenses and permits have
                  been  maintained  and continue to be in good  standing  except
                  where the  failure  to obtain or  maintain  such  licenses  or
                  permits  would  not  have a  material  adverse  effect  on the
                  Natural Pharmatech Business;

         (p)      Applicable Laws. None of the Natural  Pharmatech  Subsidiaries
                  have been  charged  with or  received  notice of breach of any
                  laws, ordinances,  statutes,  regulations,  by-laws, orders or
                  decrees to which they are subject or which applies to them the
                  violation of which would have a material adverse effect on the
                  Natural  Pharmatech  Business,  and, to the  knowledge  of the
                  Sellers,  none of the Natural  Pharmatech  Subsidiaries  is in
                  breach  of  any  laws,  ordinances,   statutes,   regulations,


                                      -27-
<PAGE>

                  by-laws,  orders or decrees the  contravention  of which would
                  result in a material adverse impact on the Natural  Pharmatech
                  Business;

         (q)      Pending  or  Threatened  Litigation.   There  is  no  material
                  litigation  or  administrative   or  governmental   proceeding
                  pending  or  threatened  against  or  relating  to  any of the
                  Natural  Pharmatech   Subsidiaries,   the  Natural  Pharmatech
                  Business,  or any of the Natural Pharmatech Assets, nor do the
                  Sellers have any knowledge of any  deliberate  act or omission
                  of any of the Natural Pharmatech  Subsidiaries that would form
                  any material basis for any such action or proceeding;

         (r)      No  Bankruptcy.  None of the Natural  Pharmatech  Subsidiaries
                  have  made  any  voluntary   assignment   or  proposal   under
                  applicable  laws relating to insolvency  and bankruptcy and no
                  bankruptcy petition has been filed or presented against any of
                  the Natural Pharmatech Subsidiaries and no order has been made
                  or a  resolution  passed for the  winding-up,  dissolution  or
                  liquidation of any of the Natural Pharmatech Subsidiaries;

         (s)      Labor Matters. None of the Natural Pharmatech  Subsidiaries is
                  a party to any  collective  agreement  relating to the Natural
                  Pharmatech  Business with any labor union or other association
                  of employees  and no part of the Natural  Pharmatech  Business
                  has  been  certified  as a  unit  appropriate  for  collective
                  bargaining  or, to the knowledge of the Sellers,  has made any
                  attempt in that regard.

         (t)      Finder's Fees. None of the Natural Pharmatech  Subsidiaries is
                  a party to any  agreement  which  provides  for the payment of
                  finder's fees,  brokerage  fees,  commissions or other fees or
                  amounts which are or may become  payable to any third party in
                  connection  with the execution and delivery of this  Agreement
                  and the transactions contemplated herein;

NATURAL PHARMATECH ASSETS OWNED BY NATURAL  PHARMATECH  SUBSIDIARIES - OWNERSHIP
AND CONDITION

         (u)      Title. The Natural  Pharmatech  Subsidiaries are the legal and
                  beneficial owner of the Natural  Pharmatech  Assets,  free and
                  clear of all  mortgages,  liens,  charges,  pledges,  security
                  interests,  encumbrances or other claims whatsoever,  save and
                  except as disclosed in Schedules "F" or "I" hereto;

         (v)      No Option. No person, firm or corporation has any agreement or
                  option or a right  capable of  becoming an  agreement  for the
                  purchase of any of the Natural  Pharmatech  Assets from any of
                  the Natural Pharmatech Subsidiaries;

         (w)      Insurance Policies of the Natural Pharmatech Subsidiaries. The
                  Natural Pharmatech  Subsidiaries maintain the public liability
                  insurance and insurance  against loss or damage to the Natural
                  Pharmatech  Assets  and the  Natural  Pharmatech  Business  as
                  described in Schedule "G" hereto;

         (x)      Material Contracts of the Natural Pharmatech Subsidiaries. The
                  Natural  Pharmatech  Material Contracts listed in Schedule "I"
                  constitute  all  of the  material  contracts  of  the  Natural
                  Pharmatech Subsidiaries;

         (y)      No  Default.  There has not been any  default in any  material
                  obligation of any of the Natural  Pharmatech  Subsidiaries  or
                  any  other  party to be  performed  under  any of the  Natural
                  Pharmatech  Material  Contracts,  each  of  which  is in  good
                  standing and in full force and effect and unamended (except as


                                      -28-
<PAGE>

                  disclosed in Schedule  "I"),  and the Sellers are not aware of
                  any  default in the  obligations  of any other party to any of
                  the Natural Pharmatech Material Contracts;

         (z)      No  Compensation  on  Termination.  There  are no  agreements,
                  commitments  or  understandings  relating to severance  pay or
                  separation  allowances  on  termination  of  employment of any
                  employee of any of the Natural Pharmatech  Subsidiaries.  None
                  of the  Natural  Pharmatech  Subsidiaries  is  obliged  to pay
                  benefits or share profits with any employee after  termination
                  of employment except as required by law;

NATURAL PHARMATECH EQUIPMENT OWNED OR USED BY NATURAL PHARMATECH SUBSIDIARIES

         (aa)     Natural Pharmatech Equipment. The Natural Pharmatech Equipment
                  which is owned or used by the Natural Pharmatech  Subsidiaries
                  has been  maintained  in a manner  consistent  with  that of a
                  reasonably prudent owner and such equipment is in good working
                  condition;

NATURAL PHARMATECH GOODWILL AND OTHER ASSETS ATTRIBUTABLE TO OR OWNED BY NATURAL
PHARMATECH SUBSIDIARIES

         (bb)     Natural  Pharmatech  Goodwill.  Each of the Natural Pharmatech
                  Subsidiaries  carries on the Natural Pharmatech  Business only
                  under the name "Natural  Pharmatech,"  and variations  thereof
                  and under no other business or trade names. The Sellers do not
                  have any knowledge of any  infringement  by any of the Natural
                  Pharmatech Subsidiaries of any patent, trademark, copyright or
                  trade secret;

THE BUSINESS OF THE NATURAL PHARMATECH SUBSIDIARIES

         (cc)     Maintenance  of  Business.  Since  the  date  of  the  Natural
                  Pharmatech Financial  Statements,  the business of the Natural
                  Pharmatech  Subsidiaries  has been  carried on in the ordinary
                  course and none of the Natural  Pharmatech  Subsidiaries  have
                  entered into any material  agreement or  commitment  except in
                  the ordinary course; and

         (dd)     Subsidiaries. None of the Natural Pharmatech Subsidiaries owns
                  any  subsidiaries  and they do not otherwise own,  directly or
                  indirectly,  any shares or interest in any other  corporation,
                  partnership, joint venture or firm.

NON-MERGER AND SURVIVAL

7.2 The  representations  and  warranties  of Sellers  relating  to the  Natural
Pharmatech  Subsidiaries  contained  herein will be true at and as of Closing in
all material respects as though such representations and warranties were made as
of such time.  Notwithstanding  the completion of the transactions  contemplated
hereby,  the  waiver of any  condition  contained  herein  (unless  such  waiver
expressly  releases a party from any such  representation  or  warranty)  or any
investigation made by Purchaser,  the  representations and warranties of Sellers
relating to the Natural Pharmatech Subsidiaries shall survive the Closing.


                                      -29-
<PAGE>

                                    ARTICLE 8
            COVENANTS RELATING TO NATURAL PHARMATECH SUBSIDIARIES BY
                                   THE SELLERS

COVENANTS

8.1      Sellers covenant and agree with Purchaser that they will:

         (a)      Conduct of Business.  Until the Closing,  conduct the business
                  of the Natural Pharmatech  Subsidiaries  diligently and in the
                  ordinary  course  consistent  with the  manner  in  which  the
                  Natural Pharmatech  Business generally has been operated up to
                  the date of execution of this Agreement;

         (b)      Preservation  of Business.  Until the Closing,  use their best
                  efforts to preserve  the Natural  Pharmatech  Business and the
                  Natural  Pharmatech Assets and, without  limitation,  preserve
                  the Natural Pharmatech Subsidiaries'  relationships with their
                  suppliers, customers and others having business relations with
                  them;

         (c)      Access.   Until   the   Closing,   give   Purchaser   and  its
                  representatives  full access to all of the properties,  books,
                  contracts,  commitments and records of the Natural  Pharmatech
                  Subsidiaries, and furnish to Purchaser and its representatives
                  all such information as they may reasonably request;

         (d)      Procure Consents. Until the Closing, take all reasonable steps
                  required to obtain,  prior to Closing, any and all third party
                  consents  required to permit the  Acquisition  and to preserve
                  and maintain the Natural  Pharmatech Assets that relate to the
                  Natural   Pharmatech   Subsidiaries,   including  the  Natural
                  Pharmatech  Material  Contracts  that  relate  to the  Natural
                  Pharmatech Subsidiaries.

SURVIVAL

8.2    The covenants set forth in this Article shall survive the Closing for the
benefit of Purchaser.

                                    ARTICLE 9
                              CONDITIONS PRECEDENT

CONDITIONS PRECEDENT IN FAVOR OF PURCHASER

9.1 Purchaser's  obligations to carry out the transactions  contemplated  hereby
are subject to the fulfillment of each of the following  conditions precedent on
or before the Closing:

         (a)      all  documents or copies of documents  required to be executed
                  and  delivered  to  Purchaser  hereunder  will  have  been  so
                  executed and delivered;

         (b)      all of the terms,  covenants and  conditions of this Agreement
                  to be complied with or performed by Natural  Pharmatech or the
                  Sellers  at or prior to the  Closing  will have been  complied
                  with or performed;

         (c)      title to the Natural Pharmatech Shares held by the Sellers and
                  to the Natural Pharmatech Assets will be free and clear of all
                  mortgages,   liens,  charges,   pledges,  security  interests,
                  encumbrances  or other claims  whatsoever,  save and except as
                  disclosed herein;


                                      -30-
<PAGE>

         (d)      subject to Article 10 hereof, there will not have occurred

                  (i)      any material adverse change in the financial position
                           or condition of Natural  Pharmatech,  its liabilities
                           or the Natural Pharmatech Assets or any damage,  loss
                           or  other  change  in  circumstances  materially  and
                           adversely affecting Natural  Pharmatech,  the Natural
                           Pharmatech  Business or the Natural Pharmatech Assets
                           or Natural Pharmatech's right to carry on the Natural
                           Pharmatech  Business,   other  than  changes  in  the
                           ordinary  course of business,  none of which has been
                           materially adverse, or

                  (ii)     any  damage,   destruction,   loss  or  other  event,
                           including changes to any laws or statutes  applicable
                           to  Natural  Pharmatech  or  the  Natural  Pharmatech
                           Business   (whether  or  not  covered  by  insurance)
                           materially    and   adversely    affecting    Natural
                           Pharmatech,  the Natural  Pharmatech  Business or the
                           Natural Pharmatech Assets;

         (e)      the transactions  contemplated hereby shall have been approved
                  by all other regulatory  authorities having  jurisdiction over
                  the subject matter hereof, if any; and

         (f)      that the Sellers have  completed  and  delivered  Schedule "S"
                  attached to this Agreement to Purchaser in a form satisfactory
                  to Purchaser.

WAIVER BY PURCHASER

9.2 The conditions  precedent set out in the preceding  section are inserted for
the exclusive benefit of Purchaser and any such condition may be waived in whole
or in part by  Purchaser  at or prior to the  Closing by  delivering  to Natural
Pharmatech a written  waiver to that effect  signed by  Purchaser.  In the event
that the conditions precedent set out in the preceding section are not satisfied
on or before the Closing, Purchaser shall be released from all obligations under
this Agreement.

CONDITIONS PRECEDENT IN FAVOR OF NATURAL PHARMATECH AND THE SELLERS

9.3 The  obligations  of  Natural  Pharmatech  and the  Sellers to carry out the
transactions  contemplated  hereby are subject to the fulfillment of each of the
following conditions precedent on or before the Closing:

         (a)      all  documents or copies of documents  required to be executed
                  and delivered to Natural  Pharmatech  hereunder will have been
                  so executed and delivered;

         (b)      all of the terms,  covenants and  conditions of this Agreement
                  to be complied  with or  performed by Purchaser at or prior to
                  the Closing will have been complied with or performed;

         (c)      Purchaser  will have  delivered the  Acquisition  Shares to be
                  issued  pursuant  to the terms of the  Acquisition  to Natural
                  Pharmatech at the Closing and the  Acquisition  Shares will be
                  registered  on the  books  of  Purchaser  in the  names of the
                  holders of Natural Pharmatech Shares at the Effective Time;

         (d)      title to the Acquisition  Shares will be free and clear of all
                  mortgages,   liens,  charges,   pledges,  security  interests,
                  encumbrances or other claims whatsoever;


                                      -31-
<PAGE>

         (e)      subject to Article 10 hereof, there will not have occurred

                  (i)      any material adverse change in the financial position
                           or condition of Purchaser,  its  subsidiaries,  their
                           liabilities  or the  Purchaser  Assets or any damage,
                           loss or other change in circumstances  materially and
                           adversely affecting Purchaser, the Purchaser Business
                           or the Purchaser Assets or Purchaser's right to carry
                           on the Purchaser Business,  other than changes in the
                           ordinary  course of business,  none of which has been
                           materially adverse, or

                  (ii)     any  damage,   destruction,   loss  or  other  event,
                           including changes to any laws or statutes  applicable
                           to Purchaser or the  Purchaser  Business  (whether or
                           not covered by  insurance)  materially  and adversely
                           affecting Purchaser, its subsidiaries,  the Purchaser
                           Business or the Purchaser Assets;

         (g)      the transactions  contemplated hereby shall have been approved
                  by all other regulatory  authorities having  jurisdiction over
                  the subject matter hereof, if any; and

         (h)      the  satisfaction  of all liabilities of Purchaser on or prior
                  to the Closing Date, save and except for liabilities  incurred
                  in connection with the Acquisition.

WAIVER BY NATURAL PHARMATECH AND THE SELLERS

9.4 The conditions  precedent set out in the preceding  section are inserted for
the  exclusive  benefit  of  Natural  Pharmatech  and the  Sellers  and any such
condition may be waived in whole or in part by Natural Pharmatech or the Sellers
at or prior to the Closing by delivering  to Purchaser a written  waiver to that
effect  signed by  Natural  Pharmatech  and the  Sellers.  In the event that the
conditions  precedent set out in the  preceding  section are not satisfied on or
before the Closing,  Natural  Pharmatech  and the Sellers shall be released from
all obligations under this Agreement.

NATURE OF CONDITIONS PRECEDENT

9.5 The  conditions  precedent  set  forth in this  Article  are  conditions  of
completion  of the  transactions  contemplated  by  this  Agreement  and are not
conditions  precedent  to the  existence  of a  binding  agreement.  Each  party
acknowledges   receipt  of  the  sum  of  $1.00  and  other  good  and  valuable
consideration  as  separate  and  distinct  consideration  for  agreeing  to the
conditions of precedent in favor of the other party or parties set forth in this
Article.

TERMINATION

9.6  Notwithstanding  any provision herein to the contrary,  if the Closing does
not occur on or before  February 28, 2005,  this Agreement will be at an end and
will have no  further  force or  effect,  unless  otherwise  agreed  upon by the
parties in writing.

CONFIDENTIALITY

9.7  Notwithstanding  any provision  herein to the contrary,  the parties hereto
agree that the existence and terms of this Agreement are  confidential  and that
if this  Agreement is terminated  pursuant to the preceding  section the parties
agree to return to one another any and all  financial,  technical  and  business
documents  delivered  to the  other  party or  parties  in  connection  with the
negotiation  and  execution of this  Agreement  and shall keep the terms of this
Agreement and all information and documents received from Natural Pharmatech and
Purchaser and the contents  thereof  confidential  and not utilize nor reveal or


                                      -32-
<PAGE>

release same, provided, however, that Purchaser will be required to issue a news
release  regarding the execution and  consummation  of this Agreement and file a
Current  Report  on  Form  8-K  with  the  Securities  and  Exchange  Commission
respecting the proposed Acquisition contemplated hereby together with such other
documents as are required to maintain the currency of  Purchaser's  filings with
the Securities and Exchange Commission.

                                   ARTICLE 10
                                      RISK

MATERIAL CHANGE IN THE BUSINESS OF NATURAL PHARMATECH

10.1 If any material loss or damage to the Natural  Pharmatech  Business  occurs
prior to Closing  and such loss or damage,  in  Purchaser'  reasonable  opinion,
cannot be substantially  repaired or replaced within sixty (60) days,  Purchaser
shall,  within  two (2) days  following  any such loss or  damage,  by notice in
writing to Natural Pharmatech, at its option, either:

         (a)      terminate this Agreement, in which case no party will be under
                  any further obligation to any other party; or

         (b)      elect to complete the Acquisition  and the other  transactions
                  contemplated hereby, in which case the proceeds and the rights
                  to receive the proceeds of all insurance covering such loss or
                  damage  will,   as  a  condition   precedent   to   Purchaser'
                  obligations to carry out the transactions contemplated hereby,
                  be  vested  in  Natural  Pharmatech  or  otherwise  adequately
                  secured  to the  satisfaction  of  Purchaser  on or before the
                  Closing Date.

MATERIAL CHANGE IN THE PURCHASER BUSINESS

10.2 If any material  loss or damage to the Purchaser  Business  occurs prior to
Closing and such loss or damage,  in Natural  Pharmatech's  reasonable  opinion,
cannot be  substantially  repaired or replaced  within sixty (60) days,  Natural
Pharmatech  shall,  within two (2) days  following  any such loss or damage,  by
notice in writing to Purchaser, at its option, either:

         (a)      terminate this Agreement, in which case no party will be under
                  any further obligation to any other party; or

         (b)      elect to complete the Acquisition  and the other  transactions
                  contemplated hereby, in which case the proceeds and the rights
                  to receive the proceeds of all insurance covering such loss or
                  damage will, as a condition precedent to Natural  Pharmatech's
                  obligations to carry out the transactions contemplated hereby,
                  be vested in Purchaser or otherwise  adequately secured to the
                  satisfaction  of Natural  Pharmatech  on or before the Closing
                  Date.


                                      -33-
<PAGE>

                                   ARTICLE 11
                                     CLOSING

CLOSING

11.1 The Acquisition and the other  transactions  contemplated by this Agreement
will be closed at the Place of Closing in accordance with the closing  procedure
set out in this  Article,  but not later than  February 28,  2005.  In the event
Closing  does not occur on or before  February  28, 2005,  this  agreement  will
terminate and be of no further force and effect.

DOCUMENTS TO BE DELIVERED BY NATURAL PHARMATECH

11.2   On or before the Closing, Natural Pharmatech and the Sellers will deliver
or cause to be delivered to Purchaser:

         (a)      the original or certified  copies of the charter  documents of
                  Natural  Pharmatech and all corporate  records,  documents and
                  instruments  of Natural  Pharmatech and all books and accounts
                  of Natural Pharmatech;

         (b)      all reasonable  consents or approvals  required to be obtained
                  by Natural  Pharmatech  for the  purposes  of  completing  the
                  Acquisition  and preserving and  maintaining  the interests of
                  Natural  Pharmatech  under  any  and  all  Natural  Pharmatech
                  Material  Contracts  and in  relation  to  Natural  Pharmatech
                  Assets;

         (c)      certified  copies of such  resolutions of the shareholders and
                  directors of Natural  Pharmatech  as are required to be passed
                  to authorize the  execution,  delivery and  implementation  of
                  this Agreement;

         (d)      an acknowledgement  from Natural Pharmatech and the Sellers of
                  satisfaction of the conditions  precedent set forth in section
                  9.1 hereof;

         (e)      such other  documents as Purchaser may  reasonably  require to
                  give effect to the terms and intention of this Agreement; and

         (f)      completed and signed Schedule "S" to this Agreement.

DOCUMENTS TO BE DELIVERED BY PURCHASER

11.3 On or before the Closing,  Purchaser shall deliver or cause to be delivered
to Natural Pharmatech and the Sellers:

         (a)      share  certificates  representing the Acquisition  Shares duly
                  registered  in the names of the  holders  of shares of Natural
                  Pharmatech Common Stock;

         (b)      certified  copies  of such  resolutions  of the  directors  of
                  Purchaser  as are  required  to be  passed  to  authorize  the
                  execution, delivery and implementation of this Agreement;

         (c)      a certified copy of a resolution of the directors of Purchaser
                  dated  as of the  Closing  Date  appointing  the  nominees  of
                  Natural Pharmatech as officers of Purchaser;

         (d)      an undated resolution of the directors of Purchaser appointing
                  a  nominee  of  the  Sellers  to the  board  of  directors  of
                  Purchaser;


                                      -34-
<PAGE>

         (e)      undated  resignations  of  Simon  Thurlow  as  a  director  of
                  Purchaser and as all officer positions he holds at Closing;

         (f)      an  acknowledgement  from Purchaser of the satisfaction of the
                  conditions precedent set forth in section 9.3 hereof;

         (g)      such other  documents  as Natural  Pharmatech  may  reasonably
                  require  to give  effect to the terms  and  intention  of this
                  Agreement.

         (h)      a copy  of the  information  required  by  section  14(f)  and
                  regulation  14f-1 of the  Securities  Exchange Act of 1934, as
                  amended,  filed with the Securities  and Exchange  Commission;
                  and,

         (i)      a copy of the Form 8-K filed with the  Securities and Exchange
                  Commission  disclosing the execution of this  Agreement.  With
                  the  exception  of this item (j) and item (i) set forth above,
                  all  subsequent  filings  with  the  Securities  and  Exchange
                  Commission  will  be  the   responsibility  of  management  of
                  Purchaser post-Closing.

                                   ARTICLE 12
                              POST-CLOSING MATTERS

         Forthwith after the Closing,  the Sellers, as the case may be, agree to
use all their best efforts to cause the following to be completed:

         (a)      issue a news release reporting the Closing;

         (b)      file with the Securities  and Exchange  Commission a report on
                  Schedule  14f-1  disclosing  a change in the  majority  of the
                  directors  of  Purchaser  and,  10  days  after  such  filing,
                  forthwith date and accept the  resignation of Simon Thurlow as
                  a director of Purchaser;

         (c)      file a  current  report  on Form 8-K with the  Securities  and
                  Exchange  Commission  disclosing  the terms of this  Agreement
                  within four business days of the Closing and, not more than 71
                  days  following  the  filing of the Form 8-K,  file an amended
                  Form 8-K which  includes the audited  financial  statements of
                  Natural Pharmatech as well as pro forma financial  information
                  of Purchaser and Natural Pharmatech as required by Item 310 of
                  Regulation  S-B as  promulgated by the Securities and Exchange
                  Commission; and

         (d)      file  reports on Schedule  13D and Form 3 with the  Securities
                  and Exchange  Commission  disclosing  the  acquisition  of the
                  Acquisition Shares by the Sellers.

                                   ARTICLE 13
                               GENERAL PROVISIONS

ARBITRATION

13.1 The  parties  hereto  shall  attempt to resolve any  dispute,  controversy,
difference or claim arising out of or relating to this  Agreement by negotiation
in good faith.  If such good faith  negotiation  fails to resolve such  dispute,
controversy,  difference  or claim  within  fifteen  (15)  days  after any party
delivers  to any other  party a notice of its  intent to submit  such  matter to


                                      -35-
<PAGE>

arbitration,  then any party to such dispute,  controversy,  difference or claim
may submit such matter to arbitration in the City of New York, New York.

NOTICE

13.2 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the intended
recipient by personal delivery,  prepaid single certified or registered mail, or
facsimile. Any notice delivered by mail shall be deemed to have been received on
the fourth  business day after and excluding the date of mailing,  except in the
event of a disruption in regular postal service in which event such notice shall
be deemed to be  delivered on the actual date of receipt.  Any notice  delivered
personally  or by facsimile  shall be deemed to have been received on the actual
date of delivery.

ADDRESSES FOR SERVICE

13.3     The address for service of notice of each of the parties hereto is as
follows:

         (a)      Purchaser:

                  126 East 83rd Street
                  Suite #3B
                  New York, NY 1002
                  Attn:  Simon Thurlow, President

                  With a copy to (which shall not constitute notice):
                  Marc J. Ross, Esq.
                  Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of the Americas
                  New York, New York 10018

         (b)      Natural Pharmatech or the Sellers:

                  Flat 1409, Block P, Kornhill
                  10-12 Hong On Street, Hong Kong
                  Attn: Lianzhen Xia, Director

                  With a copy to (which shall not constitute notice):

                  McCARTHY TETRAULT LLP
                  PO Box 10424, Pacific Centre
                  Suite 1300, 777 Dunsmuir Street
                  Vancouver, BC, Canada V7Y 1K2
                  Attn: Brent Kerr

CHANGE OF ADDRESS

13.4 Any party may, by notice to the other parties change its address for notice
to some other address in North America and will so change its address for notice
whenever  the existing  address or notice  ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.


                                      -36-
<PAGE>

FURTHER ASSURANCES

13.5 Each of the  parties  will  execute  and  deliver  such  further  and other
documents  and do and perform such further and other acts as any other party may
reasonably  require to carry out and give effect to the terms and  intention  of
this Agreement.

TIME OF THE ESSENCE

13.6   Time is expressly declared to be the essence of this Agreement.

ENTIRE AGREEMENT

13.7 The  provisions  contained  herein  constitute the entire  agreement  among
Natural  Pharmatech,  the Sellers and Purchaser  respecting  the subject  matter
hereof  and  supersede   all  previous   communications,   representations   and
agreements, whether verbal or written, among Natural Pharmatech, the Sellers and
Purchaser with respect to the subject matter hereof.

ENUREMENT

13.8 This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective  heirs,  executors,  administrators,  successors and
permitted assigns.

ASSIGNMENT

13.9   This Agreement is not assignable without the prior written consent of the
parties hereto.

COUNTERPARTS

13.10  This  Agreement  may be  executed  in  counterparts,  each of which  when
executed  by any  party  will be  deemed  to be an  original  and  all of  which
counterparts  will together  constitute one and the same Agreement.  Delivery of
executed copies of this Agreement by facsimile will constitute  proper delivery,
provided  that  originally  executed  counterparts  are delivered to the parties
within a reasonable time thereafter.

APPLICABLE LAW - EXCLUSIVE JURISDICTION AND VENUE

13.11  This  Agreement  is  subject  to the  laws of the  State  of New York and
exclusive jurisdiction and venue of any action brought under this agreement will
be in the state or federal courts of the State of New York.

         [The remainder of this page has intentionally been left blank]


                                      -37-
<PAGE>

IN WITNESS WHEREOF the parties have executed this Agreement  effective as of the
day and year first above written.

                                                PURCHASER, INC.


                                                By: /s/ Simon Thurlow
                                                    -------------------------
                                                    Simon Thurlow, President


/s/ Nancy Parisgau
--------------------------
Witness Signature

Nancy Parisgau
--------------------------
Name (Please print)

303 East 60th Street #25E
--------------------------
Address (Please print)


New York, NY 10022
--------------------------


                                                NATURAL PHARMATECH, INC.


                                                By: /s/ Lianzhen Xia
                                                    -------------------------
                                                    Lianzhen Xia, Director

/s/ Bin Huang
--------------------------
Witness Signature

Bin Huang
--------------------------
Name (Please print)

Suite 2-1305, 1 Zizhuyuan Road
--------------------------
Address (Please print)


Haidian District, Beiging 100044 China
--------------------------



                                      -38-
<PAGE>

                                                 SELLERS


                                                 /s/ Yuqi Li
                                                 -----------------------------
                                                 Yuqi Li


                                                 /s/ Dachun Xu
                                                 -----------------------------
                                                 Dachun Xu


                                                 /s/ Yunpeng Min
                                                 -----------------------------
                                                 Yunpeng Min


                                                 /s/ Yingli Di
                                                 -----------------------------
                                                 Yingli Di


                                                 /s/ Yuhuan Li
                                                 -----------------------------
                                                 Yuhuan Li


                                                 /s/ Xiuchun Xia
                                                 -----------------------------
                                                 Xiuchun Xia


                                                 /s/ Lianzhen Xia
                                                 -----------------------------
                                                 Lianzhen Xia


                                                 /s/ Shuqing Zhang
                                                 -----------------------------
                                                 Shuqing Zhang


                                                 /s/ Dezhen Ding
                                                 -----------------------------
                                                 Dezhen Ding


                                      -39-
<PAGE>

                                                 SELLERS
                                                 (CONTINUED)


                                                 /s/ Benxiang Wang
                                                 -----------------------------
                                                 Benxiang Wang


                                                 /s/ Yan Xia
                                                 -----------------------------
                                                 Yan Xia


                                                 /s/ Benji Wang
                                                 -----------------------------
                                                 Benji Wang


                                                 /s/ Jun Wang
                                                 -----------------------------
                                                 Jun Wang


                                                 /s/ Xiangyun Yu
                                                 -----------------------------
                                                 Xiangyun Yu


                                                 /s/ Zhoujun Li
                                                 -----------------------------
                                                 Zhoujun Li


                                                 /s/ Yan Wang
                                                 -----------------------------
                                                 Yan Wang


                                                 /s/ Qinglan Ma
                                                 -----------------------------
                                                 Qinglan Ma


                                                 /s/ Daqi Rong
                                                 -----------------------------
                                                 Daqi Rong


                                      -40-
<PAGE>

                                                 SELLERS
                                                 (CONTINUED)


                                                 /s/ Xiaohua Zhou
                                                 -----------------------------
                                                 Xiaohua Zhou


                                                 /s/ Maoying Xing
                                                 -----------------------------
                                                 Maoying Xing


                                                 /s/ Yongqiang Liu
                                                 -----------------------------
                                                 Yongqiang Liu


                                                 /s/ Lijuan Wang
                                                 -----------------------------
                                                 Lijuan Wang


                                                 /s/ Shengwu Chen
                                                 -----------------------------
                                                 Shengwu Chen


                                                 /s/ Hong Wei
                                                 -----------------------------
                                                 Hong Wei


                                                 /s/ Bingjun Li
                                                 -----------------------------
                                                 Bingjun Li


                                                 /s/ Jixue Ren
                                                 -----------------------------
                                                 Jixue Ren


                                                 /s/ Lianzhu Zhang
                                                 -----------------------------
                                                 Lianzhu Zhang


                                                 SELLERS
                                                 (CONTINUED)


                                                 /s/ Donghai Zhang
                                                 -----------------------------
                                                 Donghai Zhang


                                      -41-