Unassociated Document


    Co-operative
      Agreement on Yanlong Anticancer Ordal Liquid

    


    Party
      A  : Hubei
      Tongji Benda Ebei Pharmaceutical Co., Ltd

    Party
      B  : Li
      Yan


    


    Based
      on
      the principle of equality and mutual benefits, Party A and Party B have reached
      the following agreements after negotiation regarding the matter of cooperation
      on Yanlong Anticancer Oral Liquid which is developed by Party B for more than
      40
      years: 

    


    
      	
              1.

            	
              Product

            


    

    


    The
      product that developed by Party B is known as Yanlong Anticancer Oral Liquid.
      

    


    
      	
              2.

            	
              Payment
                of transfer fee and cooperation

            


    

    


    
      	 	
              a)

            	
              The
                transfer fee shall be RMB5 million;

            


    

    


    
      	 	
              b)

            	
              Party
                B has the obligation to obtain the production certificate. After
                the
                production certificate is obtained, RMB1 is accrued for Party B as
                technical service fee to Party B for every vial of Yanlong Anticancer
                Oral
                Liquid is produced, and is payable on quarter basis. The technical
                service
                fee will be last for five years, starting from the date of agreement
                signed. After five years, the technology ownership of Yanlong Anticancer
                Oral Liquid will be transferred to Part
                A.

            


    

    


    
      	 	
              c)

            	
              Party
                A shall pay RMB200,000 to Party B as upfront fee, within 30 days
                after the
                agreement signed. At the same time, Party B shall provide all technical
                documents related Yanlong Anticancer Oral Liquid to Party A. RMB300,000
                shall be paid each month from Jan. 1, 2006, until the amount of transfer
                fee is paid off. 

            


    

    


    
      	
              3.

            	
              Ownership
                of intellectual property right

            


    

    


    During
      the five years, starting from the date of agreement signed, the intellectual
      property right of Yanlong Anticancer Oral Liquid shall be jointly owned by
      both
      parties. After the fifth year, the intellectual property right of Yanlong
      Anticancer Oral Liquid shall be owned by Party A only providing that the whole
      amount of transfer fee is settled. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              Data
                providing and confidentiality

            


    

     

    
      	 	
              a)

            	
              After
                Party B signs the agreement and receives RMB200,000 upfront fee,
                all the
                original basic technical data related to Yanlong Anticancer Oral
                Liquid
                shall be submitted to Party A for further study and determine the
                technical requirements for large scale
                production;

            


    

    


    
      	 	
              b)

            	
              Party
                B shall provide all the current data related to Yanlong Anticancer
                Oral
                Liquid to Party A without
                reservation;

            


    

    


    
      	 	
              c)

            	
              Party
                A shall have confidential responsibility to its technical formulation.
                If
                the disclosure occurs due to Party A, Party A shall be responsible
                for it
                and compensate RMB2 million to Party
                B;

            


    

    


    
      	 	
              d)

            	
              Party
                B shall not transfer the technology to the third party, if it transfers
                it
                to the third party without the consent of Party A, Party B shall
                return
                the sum paid by Party A and compensate RMB2 million Yuan to Party
                A.
                

            


    

    


    
      	
              5.

            	
              Handover
                and responsibilities

            


    

    


    
      	 	
              a)

            	
              After
                Party B sign the agreement, Party B shall provide all the original
                basic
                technical data related to Yanlong Anticancer Oral Liquid to the person
                who
                is assigned by Party A; 

            


    

    


    
      	 	
              b)

            	
              During
                the trial manufacturing process performed by Part A, Party B shall
                have
                the obligation to assist and guide the process and Party B also has
                the
                obligation to assist Party A to commercialized the
                product;

            


    

    


    
      	 	
              c)

            	
              Party
                A shall have the responsibilities to reimburse Party B’s out-of-pocket
                expenses which incurred in the trail manufacturing process;
                

            


    

    


    
      	 	
              d)

            	
              During
                the large scale of production, Party B shall technical guidance to
                Party A
                on a quarterly basis or at any time requested by Party
                A;

            


    

    


    
      	 	
              e)

            	
              When
                Party B provides all the original basic technical data related to
                Yanlong
                Anticancer Oral Liquid to Party A, Party A shall pay RMB50,000 to
                Party B
                as technology subsidy.

            


    

    


    
      	
              6.

            	
              Liabilities
                for breach of agreement

            


    

    


    Party
      A
      and Party B shall strictly follow the clauses of this agreement. If there is
      any
      dispute between the parties, both parties should negotiate with each others
      for
      solution during the course of the execution. Both parties can also apply for
      arbitration to Wuhan Arbitration Commission and the arbitration shall be the
      final resolution. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              7.

            	
              The
                agreement shall be done in quadruplicate; both parties shall hold
                two
                copies respectively. 

            


    

     

    
      	Party A:	 	
              Hubei
                Tongji Benda Ebei Pharmaceutical Co., Ltd
                (sealed)

            


      	 	 	Wan Yiqing
              (signature)


      	 	 	 


      	Party B: 	 	Li Yan (signature) 


      	 	 	 


      	Date:	 	December 6, 2005