EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the
      20th
      day of
      December, 2006, by and between BiTech Pharma, Inc., a Delaware corporation
      (“Company”) and Yunfeng Zheng(“Executive”). 

     

    


    RECITALS:
      

    


    A.
      The
      Company desires that Executive perform his services as Chief Financial Officer
      of the Company, having been duly appointed to such position by the Board of
      Directors of the Company. 

    


    B.
      Executive desires to continue in such engagement. 

    


    C.
      This
      Agreement contains other provisions applicable to the employment of Executive
      by
      the Company. 

    


    In
      consideration of the above Recitals and the provisions of this Agreement, the
      Company and Executive agree as follows: 

    


    Title
      and Responsibilities.
      Executive shall serve as Chief Financial Officer (“CFO”) of the Company.
      Executive’s responsibilities and duties shall include those inherent in
      Executive’s position with the Company. Executive shall devote his best efforts
      and full business time to the business and interests of the Company.


    


    Compensation.
      The
      Company will pay Executive a salary at the rate of $50,000 per year payable
      in
      accordance with the Company's standard payroll policies, including compliance
      with applicable withholding. Executive’s salary will be paid bi-monthly at
      1st
      and
      16th
      of each
      month. 

    


    Restricted
      Stocks .
      Executive may be eligible to receive restricted stocks from time to time in
      the
      future, on such terms and subject to such conditions as the Board of Directors
      shall determine as of the date of any such grant and pursuant to the existing
      stock plan(s) of the Company. 

    


    Benefits.
      Executive
      shall be entitled to such employee benefits generally available to full-time
      salaried employees of the Company, including without limitation, health
      insurance, paid vacation of not less than 2 weeks per year, retirement plans
      and
      other similar benefits; provided, that Company reserves the right to amend,
      modify, terminate or make any other changes in such benefits generally available
      to full-time salaried employees of the Company at any time in its sole
      discretion. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    The
      Company shall pay or reimburse Executive for all travel and entertainment
      expenses incurred by Executive in connection with Executive’s duties on behalf
      of the Company, subject to the reasonable approval of the Company. Executive
      shall only be entitled to reimbursement to the extent that Executive follows
      the
      reasonable procedures established by the Company for reimbursement of such
      expenses which will include, but will not be limited to, providing satisfactory
      evidence of such expenditures. 

     

    Severance
      :
      If his
      employment is terminated by the Company for any reason, other than for Cause
      (as
      defined herein), he will receive severance pay of up to 2 months of his current
      base salary, less standard deductions and withholdings after the first year
      of
      employment and on a prorate basis over the first year of the agreement. For
      purposes of this letter agreement "Cause" shall mean the occurrence of any
      of
      the following events: (i) his repeated failure to satisfactorily perform his
      job
      duties as assigned by the Company;(ii) his failure to comply with all written
      material applicable laws in performing his job duties or in directing the
      conduct of the Company's business; (iii) his commission of any felony or
      intentionally fraudulent act against the Company or its affiliates, employees,
      agents or customers; (iv) his engagement or participation in any activity which
      is directly competitive with or intentionally injurious to the Company or any
      of
      its affiliates; (v) his commission of any fraud against the Company or any
      of
      its affiliates or use of intentional appropriation for his personal use or
      benefit of any funds or properties of the Company not authorized by the Board
      to
      be so used or appropriated.

    


    Term.
      The
      employment of Executive under this Agreement shall be for an unspecified term.
      The Company and Executive acknowledge and agree that Executive’s employment is
      and shall continue to be at-will, as defined under applicable law, and that
      Executive’s employment with the Company may be terminated by either party at any
      time for any or no reason, and with or without notice. If Executive’s employment
      terminates for any reason, Executive shall not be entitled to any payments,
      benefits, damages award or compensation other than as provided in this
      Agreement. 

    


    Confidentiality
      Agreement.
      Executive is required to complete, sign and return the Company's standard form
      of Employee Confidentiality (the "Confidentiality Agreement ") attached herein
      as Exhibit A.

    


    Invention
      Disclosure Agreement.
      Executive is required to complete, sign and return the Company's standard form
      of Employee Invention Disclosure Agreement attached herein as Exhibit
      B.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

    


    COMPANY:

    BiTech
      Pharma, Inc.

    By: 
      /s/ Jun Bao 

    
      

    

    Name:
      Jun
      Bao

    Title:
      Chairman of the Board

    


    EXECUTIVE

    
      By: 
        /s/ Yunfeng Zheng

    

    
      

    

    Yunfeng
      Zheng

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Confidentiality
      Agreement

     

    This
      agreement is made between Yunfeng Zheng, (the "Employee") and BiTech Pharma,
      Inc., (the Employer"). 

     

    FOR
      GOOD
      AND VALUABLE CONSIDERATION, the Employee agrees to the terms of this agreement
      as part of the terms of the Employee being hired by the Employer. 

     

    1.
      The
      Employee acknowledges that, in the course of employment by the Employer, the
      Employee has, and may in the future, come into the possession of certain
      confidential information belonging to the Employer including but not limited
      certain scientific and technical information including, without limitation,
      formulae, patterns, compilations, programs, methods, techniques, processes,
      biological material, gene sequences, protein sequence and related information,
      protein refolding and purification, data, designs, source codes, research plans,
      business plans, business opportunities, customer or personnel lists or financial
      statements that: (a) derives independent economic value actual or potential,
      for
      not being generally known to the public or to other persons who can obtain
      economic value from its disclosure or use; and (b) is the subject of efforts
      that are reasonable under the circumstances to maintain its secrecy. 

     

    2.
      The
      Employee hereby covenants and agrees that he or she will at no time, during
      the
      term of employment, use for his or her own benefit or the benefit of others,
      or
      disclose or divulge to others, any such confidential information. 

     

    3.
      Upon
      termination of employment, the Employee will return to the Employer, retaining
      no copies, all documents relating to the Employers business including, but
      not
      limited to, records, notes, reports, manuals, drawings, diagrams, blueprints,
      correspondence, computer programs, and all other materials and all copies of
      such materials, obtained by the Employee during employment. 

     

    4.
      The
      Employee hereby
      covenants and agrees that he or she will at no time,
      after
      the termination of employment, shall not use
      for
      his or her own benefit or the benefit of others, or disclose or divulge to
      others, any such confidential information. 

     

    5.
      Violation of this agreement by the Employee will entitle the Employer to an
      injunction to prevent such competition or disclosure, and will entitle the
      Employer to other legal remedies, including attorney's fees and costs.


     

    7.
      This
      agreement shall be governed by the laws of state of California. 

     

    8.
      If any
      part of this agreement is adjudged invalid, illegal or unenforceable, the
      remaining parts shall not be affected and shall remain in full force and effect.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    9.
      This
      agreement shall be binding upon the parties, and upon their heirs, executors,
      personal representatives, administrators and assigns.  No person shall have
      a right or cause to cause of action arising out of or resulting from this
      agreement except those who are parties to it and their successors in interest.
      

     

    10.
      This
      instrument, including any attached exhibits and addenda, constitutes the entire
      agreement of the parties.  No representation or promises have been made
      except those that are set out in this agreement.  This agreement may not be
      modified except in writing signed by all the parties. 

     

    


     

    
      	Employer:Yunfeng Zheng 	 	 	 	Employee: BiTech Pharma, Inc.	 	 
	 	 	 	 	 	 	 
	
              By:
                /s/ Yunfeng Zheng

            	 	 	 	
              By: /s/
                Jun Bao 

            	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      B

     

    INVENTION
      DISCLOSURE AND ASSIGNMENT AGREEMENT

    


    In
      consideration of my employment with BiTech
      Pharma, Inc., a
      Delaware corporation (the "Company"), and for other good and valuable
      consideration, the undersigned hereby agrees as follows: 

    


    1.
       During
      the course of my employment with the Company, I may learn of the Company's
      confidential information or confidential information entrusted to the Company
      by
      other persons, corporations or firms. I understand that all of the following
      information and materials are confidential information (the "Confidential
      Information") belonging to the Company and shall be kept strictly confidential,
      even if not physically marked as such: 

    


    (a)
      Discoveries, concepts and ideas including, without limitation, the nature and
      results of research and development activities, processes, gene and protein
      sequence and related information, protein refolding and purification
      information, formulas, inventions, computer-related equipment or technology,
      techniques, "know-how," designs, drawings and specifications; 

    


    (b)
      Production processes, marketing techniques and arrangements, mailing lists,
      purchasing information, pricing policies, quoting procedures, financial
      information, customer and prospect names and requirements, employee, customer,
      supplier and distributor data and other materials and information relating
      to
      the Company's business and activities and the manner in which the Company does
      business; 

    


    (c)
      Application, operating system, database and other computer software, whether
      now
      or hereafter existing, developed for use on any operating system, all
      modifications, enhancements and versions and all options available with respect
      thereto, and all future products developed or derived therefrom; 

    


    (d)
      Source and object codes, flowcharts, algorithms, coding sheets, routines,
      subroutines, compilers, assemblers, design concepts and related documentation
      and manuals; 

    


    (e)
      Information and materials received by the Company from third parties in
      confidence (or subject to nondisclosure or similar covenants); 

    


    (f)
      Any
      other materials or information related to the business or activities of the
      Company which are not generally known to others engaged in similar businesses
      or
      activities; and 

    


    (g)
      All
      ideas which are derived from or relate to my access to or knowledge of any
      of
      the above enumerated materials and information. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2.
       I
      will
      not, except with the prior written consent of the Company, or except if I am
      acting as an employee of the Company solely for the benefit of the Company
      in
      connection with the Company's
      business and in accordance with the Company's business practices and employee
      policies, at any time during or following the term of my employment by the
      Company, directly or indirectly, disclose, divulge, reveal, report, publish,
      transfer or use, for any purpose whatsoever, any Confidential Information.
      

    


    3.
       I
      will
      make full and prompt disclosure to the Company of all inventions, improvements,
      modifications, discoveries, methods and developments (all of which are
      collectively termed "Developments" hereinafter), whether patentable or not,
      made
      or conceived by me or under my direction during my employment, whether or not
      made or conceived during normal working hours or on the premises of the Company.
      However, this Paragraph 3 shall not cover Developments which do not relate
      to
      the Company's actual or anticipated business or research and development as
      conducted by the Company, or expressed by the Company to me, during the term
      of
      my employment, provided that such Developments are made or conceived by me
      entirely during other than the Company working hours, and not on the Company's
      premises and not with the use of the Company's equipment, supplies, facilities,
      tools, devices or trade secret information. I agree to assign, and do hereby
      assign, to the Company any right, title or interest I may have in any
      Developments covered by this Paragraph 3. I agree to execute any instruments
      and
      to do all other things reasonably requested by the Company (both during and
      after my employment with the Company) in order to vest more fully in the Company
      all ownership rights in those Developments hereby transferred by me to the
      Company. If anyone or more of such items are protectable by copyright and are
      deemed in any way to fall within the definition of "work made for hire," as
      such
      term is defined in 17 U. S. C. Section101,
      such
      work shall be considered a "work made for hire," the copyright of which shall
      be
      owned solely, completely and exclusively by the Company. If anyone or more
      of
      the aforementioned items are protectable by copyright and are not considered
      to
      be included in the categories of works covered by the "work made for hire"
      definition contained in 17 U.S. C. Section 101, such work shall be deemed to
      be
      assigned and transferred completely and exclusively to the Company by virtue
      of
      my execution of this letter. Upon request by the Company, I agree to assign
      to
      the Company all Developments covered by this Paragraph 3 and any patents or
      patent applications covering such Developments and to execute and deliver such
      assignments, patents and applications, and other documents as the Company may
      direct and to fully cooperate with the Company to enable the Company to secure
      and patent or otherwise protect such Developments in any and all countries.
      

    


    4. I
      hereby
      represent that, to the best of my knowledge, there is no legal prohibition
      including, but not limited to, an agreement with any former employer that might
      prevent me from performing my contractual obligations with the Company. At
      the
      end of this Agreement I have set forth what I represent and warrant to be a
      complete list of all inventions, if any, patented or unpatented, including
      a
      brief description thereof (without revealing any confidential or proprietary
      information of any other party) which I may have conceived prior to my
      employment with the Company and for which I claim ownership or are in the
      physical possession of a former employer and which are therefore excluded from
      the scope of this Agreement. If there are no such exclusions from this
      Agreement, I have so indicated by writing "None" below in my own handwriting.
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.
       I
      will
      not disclose to the Company, or induce the Company to use, any confidential
      information of other persons, corporations or firms, including my former
      employers (if any). 

    


    6.
       At
      the
      time I begin my employment and during the term of my employment with the
      Company, I will not engage in or become employed by or act on behalf of any
      other person, corporation or firm which is engaged in any business competitive
      with that of the Company, unless such contract has been approved by the Company
      in writing and signed by an appropriate personnel manager of the Company.


    


    7.
       Upon
      termination of my employment, unless my obligations are transferred to a
      subsidiary or affiliated company of the Company, I agree to leave with the
      Company all records. drawings, notebooks, computer data, software, computer
      tapes, and other documents pertaining to the Company's confidential information,
      whether prepared by me or others, and also any computers, instruments,
      equipment, tools or other devices in my possession which are owned by the
      Company. 

    


    8.
       This
      agreement supersedes any previous oral or written communications,
      representations, understandings or agreements with the Company or any
      representative of the Company. 

    


    9.
       My
      obligations under this Agreement shall survive the termination of my employment
      regardless of the manner of such termination, and shall be binding upon my
      heirs, executors and administrators. 

    
      


      
        
          	Dated this 20th day
                  of December, 2006	 
	 	 
	 	Employee:
	 	
                  By:
                    /s/ Yunfeng Zheng

                
	 	 
	 	Address:
	 	
                  3505 Cadillac Ave., #F7

                  Costa Mesa,
                    CA

                


        

      

      


      


      PRIOR
        INVENTIONS: See Annex “A”. If none, write “NONE”

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        "A"

      


      PRIOR
        INVENTIONS

      


      (Use
        additional pages, if necessary)

       

       

      
        
          	 	 	
                  1.__None

                	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	2.	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	3.	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	4.	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	5.	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	6.	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	7.