January
      2, 2008

    


    Mr.
      Wan
      Yi (Charles) Qing

    Room
      16,
      Floor 25, Sunny New World Tower

    No.
      231
      Xin Hua Road

    Jianghan
      District

    Wuhan,
      Hu
      Bei

    PRC
      430015

     

    Dear
      Charles:

    


    This
      letter confirms our understanding and agreement between:

    


    Benda
      Pharmaceutical, Inc., a company incorporated in Cayman Islands with its office
      at Room
      16,
      Floor 25, Sunny New World Tower, No. 231 Xin Hua Road, Jianghan District, Wuhan,
      Hu Bei, PRC, Post Code:430015
      (hereinafter referred to as the ‘Company’), and

    


    EastGate
      Financial, Inc. a Delaware corporation with offices at Two Rector Street,
      15th
      Floor,
      New York, New York 10006-1819, USA, (hereinafter referred to as “EastGate”)


    


    Concerning
      consulting and advisory services to be provided by EastGate Financial, Inc.
      to
      the Company with respect to establishing their office in New York, advising
      them
      in applying to American Stock Exchange (“AMEX”), as well as help them
      identifying and advising them in choosing their AMEX specialist firm,
      (hereinafter referred to as the “Advisory Services”).

    


    We
      hereby
      confirm our agreement that:

    


    
      	 	
              1.

            	
              The
                Company has engaged EastGate and EastGate has agreed to provide the
                Advisory Services on the terms and conditions set forth in this
                agreement.

            


    

    


    
      	 	
              2.

            	
              EastGate
                shall provide Advisory Services to the Company regarding such matters
                as
                EastGate and the Company shall agree.


            


    

    


    
      	 	
              3.

            	
              Specifically,
                EastGate will, at the request of the Company or with the agreement
                of the
                Company:

            


    

    


    
      	 	
              1.

            	
              Assist
                in establishing an office in New York to enhance visibility.
                

            


    

    
      	 	
              2.

            	
              Help
                find a suitable office location and space for the Company’s industry and
                image in New York.

            


    

    
      	 	
              3.

            	
              Assist
                in selecting an appropriate bank and with EastGate’s banking relationships
                and credibility, EastGate helps the Company facilitate the establishment
                of bank accounts in New York.

            


    

    
      	 	
              4.

            	
              Identify
                law firms that can help the Company incorporate their New York office.
                

            


    

    
      	 	
              5.

            	
              Advise
                in appropriate staff strategy.

            


    

    
      	 	
              6.

            	
              Help
                hiring qualified employees in New
                York.

            


    

    
      	 	
              7.

            	
              Mentor
                the Company’s New York executive(s) in managing their office and
                staff.

            


    

    
      	 	
              8.

            	
              Attend
                meetings with the Company’s senior executive(s) per the Company’s request
                and per the mutual agreement between the Company and EastGate.
                

            


    

    
      	 	
              9.

            	
              Assist
                in filing the application with AMEX.


            


    

    
      	 	
              10.

            	
              Advise
                in getting through the application process in
                AMEX.

            


    

     

    

      C
        O N F I D E N T I A L

    

    
      
        
        

      

      
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              11.

            	
              Mentor
                in working with AMEX effectively.

            


    

    
      	 	
              12.

            	
              Advise
                in using AMEX’s suite of services optimally.


            


    

    
      	 	
              13.

            	
              Help
                identifying the most appropriate AMEX specialist
                firm.

            


    

    
      	 	
              14.

            	
              Assist
                in selecting the most appropriate AMEX
                specialist.

            


    

    
      	 	
              15.

            	
              Mentor
                in working effectively with the chosen AMEX
                specialist.

            


    

    
      	 	
              16.

            	
              Provide
                other services as subsequently agreed and appended in writing to
                this
                agreement.

            


    

    


    
      	 	
              4.

            	
              EastGate
                shall be the exclusive provider to the Company of these Advisory
                Services
                regarding for a period of one year from the date of this agreement.
                The
                Company shall not engage nor contract with any other company, entity
                or
                individual for such purposes during that time
                period.

            


    

    


    
      	 	
              5.

            	
              The
                Company warrants and represents that they do not have any contracts
                or
                agreements in place with any other entity for the Advisory Services
                contemplated herein.

            


    

    


    
      	 	
              6.

            	
              For
                the services rendered hereunder: 

            


    

    


    
      	 	
              a)

            	
              As
                compensation for services to be rendered hereunder by Eastgate, the
                Company agrees to issue to Eastgate, upon signing of this letter,
                a to be
                determined number of stock purchase warrants (collectively, the “Retainer
                Stock Purchase Warrants” and individually, a “Retainer Stock Purchase
                Warrant”) with a total economic value equal to $240,000 (the “Non-Cash
                Retainer Fee”). Each Retainer Stock Purchase Warrant shall be entitled to
                purchase one share of the Company’s common stock, expire five years from
                the date of issuance, have an exercise price equal to the closing
                share
                price on the date this letter is executed and be exercisable at any
                time
                after issuance on a cashless basis. For purposes of determining the
                specific number of Retainer Stock Purchase Warrants to be issued
                in
                connection with the Non-Cash Retainer Fee, the value of a Retainer
                Stock
                Purchase Warrant shall be determined using Bloomberg’s warrant valuation
                model with an assumed volatility for the Company’s common stock equal to
                30%. A print out of the Bloomberg warrant valuation model output
                valuing a
                Retainer Stock Purchase Warrant with the terms set forth in this
                Section
                6(a) and using the closing price of the Company’s common stock on the date
                of this letter and 30% volatility has been attached for purposes
                of
                determining the number of Retainer Stock Purchase Warrants to be
                issued.

            


    

     

    
      	 	
              b)

            	
              The
                Company shall reimburse EastGate for any reasonable out-of-pocket
                expenses
                incurred by EastGate pursuant to the terms of this Agreement. Such
                expenses must receive prior approval from Company and will be paid
                as the
                expenses are incurred. 

            


    

    


    
      	 	
              7.

            	
              Term.
                This letter agreement shall remain in effect for a one year period
                (the
                “Engagement Period”), subject to an automatic renewal of an additional one
                year term (the “Renewal Period”). Upon the commencement of the Renewal
                Period, the Company agrees to issue to Eastgate, a to be determined
                an
                additional number of stock purchase warrants with a total economic
                value
                equal to $240,000 at the commencement of the Renewal Period with
                the terms
                set forth in Section 6(a) herein. Each of the Company and Eastgate
                may
                elect not to renew this letter for the Renewal Period or terminate
                this
                Letter thereafter upon sixty business days written notice to the
                other
                party The Company's obligations with respect to all fees and expenses
                due
                and payable to Eastgate pursuant to the terms set forth herein shall
                survive any termination of Eastgate’s engagement
                hereunder.

            


    


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              8.

            	
              The
                Company will execute any and all agreements or documents necessary
                and
                required on its behalf, to confirm and be contractually bound to
                pay to
                EastGate the fees as set forth
                herein.

            


    

    


    
      	 	
              9.

            	
              EastGate
                agrees to keep confidential any confidential and proprietary information
                provided to EastGate by the Company except in furtherance of the
                services
                being rendered hereunder. 

            


    

    


    
      	 	
              10.

            	
              In
                the event of a breach by the Company of its obligations hereunder,
                EastGate shall be entitled, in addition to the amounts set forth
                above,
                any and all expenses, including, without limitation, reasonable attorney’s
                fees, incurred by EastGate in enforcing its rights
                hereunder.

            


    

    


    
      	 	
              11.

            	
              This
                Agreement shall extend to and be binding upon the parties hereto
                and their
                respective heirs, legal representatives, successors and
                assigns.

            


    

    


    
      	 	
              12.

            	
              Any
                and all prior Agreements between The Company and EastGate whether
                written
                or oral, relating to any and all matters covered by and contained
                or
                otherwise dealt with in this Agreement are hereby cancelled and
                terminated. 

            


    

    


    
      	 	
              13.

            	
              These
                obligations herein shall survive the termination of this agreement
                and
                shall remain in full force and effect for a period of three years
                after
                its termination in writing. 

            


    

    


    
      	 	
              14.

            	
              This
                Agreement is entered into under and shall be governed by the laws
                of the
                state of New York, excluding law respecting the choice or conflicts
                of
                law.

            


    

    


    
      	 	
              15.

            	
              Any
                controversy or claim arising out of or relating to this Agreement,
                or the
                breach thereof, shall be resolved by arbitration in accordance of
                the
                rules of the American Arbitration Association , and judgment upon
                the
                award rendered by the arbitrator(s) shall be entered in any court
                having
                jurisdiction thereof. For that purpose, the parties hereto consent
                to the
                jurisdiction and venue of an appropriate court located in New York,
                State
                of New York. In the event that arbitration results from or arises
                out of
                this Agreement or the performance thereof or litigation to enforce
                any
                award entered therein, the parties agree to reimburse the prevailing
                party's reasonable attorney's fees, court costs, and all other expenses,
                whether or not taxable by the court as costs, in addition to any
                other
                relief to which the prevailing party may be entitled. In the event
                of any
                such claim or controversy, no action shall be entertained by said
                arbitration if initiated more than one year subsequent to the date
                the
                cause(s) of action actually accrued regardless of whether damages
                were
                otherwise as of said time
                calculable.

            


    

    


    
      	 	
              16.

            	
              This
                Agreement sets forth the entire agreement between the parties with
                respect
                to the subject matter hereof and no waiver, modification, change
                or
                amendment of any of its provisions shall be valid unless in writing
                and
                signed by the party against whom such claimed waiver, modification,
                change
                or amendment is sought to be
                enforced.

            


    

    

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    If
      the
      foregoing accurately sets forth our understanding, please execute a copy of
      this
      letter in the space provided below and return it to the EastGate to indicate
      your agreement with the foregoing.

    


    
      	
              Agreed
                to: 

            	 	
              Agreed
                To:

            	 
	 	 	 	 
	
              Benda
                Pharmaceutical, Inc. 

            	
              EastGate
                Financial, Inc.

            
	
              Room
                16, Floor 25, Sunny New World Tower

            	
              Two
                Rector Street, 15th
                Floor

            
	
              No.
                231 Xin Hua Road, Jianghan District

            	
              New
                York, NY 

            
	
              Wuhan,
                Hu Bei, PRC, 430015

            	
              USA
                10006 

            
	 	 	 	 
	
              By:

            	 	
              By:

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Yiqing Wan

            	 	
              /s/
                John F. O’Dea

            	 
	
              Yiqing
                Wan

            	
              John
                F. O’Dea

            
	
              Chairman

            	
              Chairman
                

            


    


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