Unassociated Document


    
      Exhibit
        10.1

       

    

    AGREEMENT

    


    This
      AGREEMENT made as of April 9th,
      2008 by
      and among Tianshi Investment Group., Ltd., a company formed under the laws
      of
      The British Virgin Islands (“Investment”), Tianshi International Holdings Group
      Limited, a company formed under the laws of The British Virgin Islands
      (“Holdings”), Tianjin Tianshi Biological Development Co., Ltd., a Sino-Foreign
      joint venture formed under the laws of the People’s Republic of China
      (“Biological”), and Tianjin Tianshi Biological Engineering Co., Ltd, a
      Chinese-funded enterprise formed under the laws of the People’s Republic of
      China (“Engineering”).

    


    WITNESSETH:

    


    WHEREAS,
      Holdings owns 80% of Biological and 100% of Tianjin Tianshi Life Resources
      Co.,
      Ltd., a wholly foreign-owned enterprise formed under the laws of the People’s
      Republic of China (“Life Resources”); and 

    


    WHEREAS,
      Holdings is owed dividends from Biological and Biological is owed monies from
      Engineering for products Biological has sold to Engineering.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the parties, intending to be legally bound, agree as
      follows:

    


    
      	 	
              1.

            	
              Investment
                shall pay Nine Hundred Thousand Dollars ($900,000) to Holdings, and
                Holdings shall use such monies to increase its capital contribution
                in
                Life Resources.

            


    

    


    
      	 	
              2.

            	
              Biological
                agrees to cancel Nine Hundred Thousand Dollars ($900,000) of accounts
                receivable owed to it by
                Engineering.

            


    

    


    
      	 	
              3.

            	
              Holdings
                aggress to waive payment of a dividend owed to it by Biological in
                the
                amount of Nine Hundred Thousand Dollars
                ($900,000).

            


    

    


    
      	 	
              4.

            	
              Engineering
                agrees to pay back Nine Hundred Thousand Dollars ($900,000) to
                Investment.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      Exhibit
        10.1

      
 

    

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

    


     

    TIANSHI
      INTERNATIONAL INVESTMENT GROUP CO., LTD

     

    
      	By:	/s/
              Jinyuan Li	 


    

    
      Name:
        Jinyuan Li

      Title:
        President

    

    
      


    TIANSHI
      INTERNATIONAL HOLDINGS GROUP LIMITED.

     

    
      
        	By:	/s/
                Jinyuan Li	 


      

      Name:
        Jinyuan Li

    

    Title:
      President

    


     

    TIANJIN
      TIANSHI BIOLOGICAL DEVELOPMENT CO., LTD.

     

    
      
        
          	By:	/s/
                  Yiqun Wu	 


        

        Name:
          Yiqun Wu

      

    

    Title:
      Statutory Representative

    


    


    TIANJIN
      TIANSHI BIOLOGICAL ENGINEERING CO., LTD

    
       

      
        
          
            	By:	/s/
                    Yiqun Wu	 


          

        

      

    

    Name:
      Yiqun Wu

    Title:
      Statutory Representative