LETTER OF INTENT


     This Agreement  made this 15th day of May, 1996 by and between  Natural Way
Technologies,  Inc.  (hereinafter  "Natural Way") and Simple Win Investment Ltd.
(hereinafter "Simple"), hereinafter collectively the "Parties".

                                    RECITALS

WHEREAS,  Natural Way is desirous of  acquiring  all of the equity in Asia First
Pharmaceutical  Investment Ltd.  (hereinafter "Asia"), a company wholly-owned by
Simple, and;

WHEREAS,  Simple is desirous  of selling  all of its equity  interest in Asia to
Natural Way upon the terms and conditions hereinafter set out;

NOW THEREFORE,  in  consideration of the mutual promises herein  contained,  the
adequacy of which is hereby acknowledged,  the Parties hereto covenant and agree
as follows:

     1.   Natural  Way agrees to acquire  and Simple  agrees to sell One Hundred
          Percent  (100%)  of the  equity of Asia now owned by Simple at a price
          equal to the fair  value of Asia's  assets,  but in no event more than
          US$5,000,000 and subject to completion of reasonable due diligence.

     2.   Simple hereby  represents and warrants that it is the sole legal owner
          and has the legal right to sell and convey one hundred  percent (100%)
          of the equity interest of Asia and its subsidiary  companies including
          its  90%  equity  interest  in  Jilin  Huajia  Pharmaceutical  Company
          Limited, a joint venture operated in Meihekou City, Jilin Province PRC
          to Natural Way.

     3.   As  consideration  for the afore referenced  acquisition,  Natural Way
          agrees to deposit with Simple  Renminbi in an amount equal to not less
          than US$2,000,000 nor more than  US$3,000,000  before 15 June 1996. In
          the event  that the  estimated  fair  value of the  assets of Asia are
          determined to be less than the deposited  amount,  Simple shall refund
          any excess within ten (10) days after the valuation to Natural Way. In
          the event that the estimated  fair value of the assets is greater than
          the  deposit,  Natural  Way agrees to  deposit an amount  equal to the
          difference within ten (10) days after the valuation with Simple.  Upon
          signing  this letter of intent,  Simple  agrees that Natural Way shall
          have  the  right,  which  is  transferable  to  any of  Natural  Way's
          subsidiary   companies,   to  operate  and  manage  Huajia  until  the
          acquisition  is  completed.  In the event the  parties  are  unable to
          successfully  conclude the acquisition,  the deposit shall be refunded
          without  interest and all profits  accrued  during the  operations  of
          Huajia by Natural Way shall be refunded to Simple.

     4.   The  terms  and   conditions  for  the   acquisition   shall  be  more
          specifically  set out in an acquisition  agreement to be negotiated in
          good faith by and between the parties hereto.

     5.   The  requisite  due  diligence  to be conducted as part of the overall
          evaluation by


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          Natural Way shall be concluded  not later than June 30,  1997.  Simple
          agrees to make all the  books  and  records  of  Huajia  available  to
          Natural Way in order to facilitate the due diligence process.

     6.   The  closing  date for the afore  referenced  acquisition  shall be no
          later than June 30, 1997.

     7.   Each party shall bear their own costs and expenses in concluding  this
          transaction  and  each  shall be  responsible  for its own  legal  and
          accounting expenses incident hereto.

     8.   Each party hereto  represents  that they have not been  represented by
          any  broker or  other  person  to whom a  commission  is due or  other
          compensation  is payable and if such a claim is made,  the party which
          incurred such liability shall hold the other party harmless.

     9.   Notwithstanding  the place where the parties  executed this Agreement,
          the internal  laws of Hong Kong shall govern the  construction  of the
          terms and application of the provisions of this Agreement.

     10.  This  Agreement  binds and inures to the  benefit of the  parties  and
          their  respective  successors,  legal  representatives  and  permitted
          assigns.

     11.  This Agreement  constitutes the entire  agreement for the parties with
          regard  to the  subject  matter of this  Agreement  and  replaces  and
          supersedes all other written and oral agreements and statements of the
          parties relating to the subject matter of this Agreement.

     12.  This  Agreement may be executed in any number of  counterparts  and by
          different parties hereto in separate counterparts,  each of which when
          so executed shall be deemed to be an original,  and all of which taken
          together shall constitute one and the same agreement.


NATURAL WAY                                 SIMPLE INVESTMENT LTD.
TECHNOLOGIES, INC.


By:  /s/ illegible                          By:  /s/  illegible
   ----------------------------                --------------------------------
Title:  Chairman                            Title:  President


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