Exhibit
      10.8

    The
      Agreement

    Of

    Jointly
      Establishment

    of

    Kunming
      Shenghuo Pharmaceutical Science & Technology Development Co.,
      Ltd

     

    In
      order
      to exploit the resource of Yunnan Province, and to develop the high- technology
      Yunnan medicine, the two parts through friendly negotiations, have agreed to
      enter into the agreement:

    


    1.
      The two parts

     

    Part
      A:
      Kunming
      Shenghuo pharmaceutical (Group) Go.,Ltd

    Address:
      No.2, Jingyou Road, National-class Economic And Technological Development Zone,
      Kunming, China

    Post
      code: 650217

    Tel:
      (0871) 7282619             Fax:
      (0871)
      7282620

    Legal
      Representative: Gui Hua Lan

    


    Part
      B: Beijing
      University Shijia research Center

    Adress:
      Zhong Guan Cun, Beijing 

    Post
      code: 100871

    Tel:
      (010) 62538501             Fax:
      (010)
      62538033

    Legal
      Representative:

    


    2.
      The jointly operated entity

     

    Name:
      Kunming Shenghuo Science &Technology Development Co., Ltd

    Address:
      The technology and quality Control Building, No.2, Jinghua Road, National-class
      Economic And Technological Development Zone

    Post
      Code: 650217

    Tel:
      (0871) 7282799             Fax:
      (0871)
      7265643

    Legal
      Representative: Gui Hua Lan

    The
      general manager: Ya Wei Zhou

    The
      vice
      general manager: Peng Chen

    The
      registration organ: Kunming Administration for Industry and
      Commerce

Registered
      capital: RMB ¥ 2 million Yuan

    


    3.
      The Operation Tenet and the Operation Scope of the entity

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Operation Tenet:
      Depending on the rare medicine herb resource and the national medicine in Yunnan
      province, the
      company will develop the high technology Yunnan Medicines whose main raw
      material is Sanchi and promote the traditional Chinese Medicine with the aim
      at
      advancing the ability of Shenghuo Researchers and building Shenghuo
      pharmaceutical researching system with the advantages of either Shenghuo produce
      ability or the high-tech scientific manpower and advanced technology information
      introduced from Beijing University.

    


    The
      Operation Scope: Research and technology transfer of Bulk drug, Chinese patent
      medicine, chemical drugs, biological products, health products, cosmetic;
      migrate and transfer the imported medicine; The importation and exportation
      of
      technology equipment and medicine technology.

    


    Others:
      Communicate with domestic and oversee research organization and administration
      of medicine, and provide international technology support for Shenghuo Group
      Company.

    


    4.
      The Ownership Structure

     

    Part
      A
      hold 70% ownership of the jointly operated entity, who has the ownership of
      technology and quality Control Building about 2,860 m2,
      and
      have 86 inspection or testing instruments ( amount to RMB¥7.86 million Yuan) and
      will add RMB¥2 million for the entity’s flow cash.

    


    Part
      B
      hold 30% ownership, who will supply enough senior technology researchers that
      can meet the demands of technology research and education of master.


    


    The
      nature of jointly operated entity is Limited liability.

    


    5.
      The two parts’ rights and obligations

    


    The
      two
      parts should enjoy the intellectual property right of research achievement
      and
      distribute right of operation profit by both equity ratio.

    


    The
      two
      parts should burden operating losses by both equity ratio.

    


    Dividing
      the work as bellow:

     

    Part
      A:
      (1) take charge in the register and declare work; (2) select and assign the
      chairman of the board, vice-general manager and full time accountants; (3)
      harmonize the relationship of personnel, work relation, pay the research outlay
      on time; (4) harmonize the relationship with the government.

    


    Part
      B:
      (1) dispatch the research leader and practice graduate students on time, no
      less
      5 person; (2) select and assign the general manager and relative lab principals,
      organize the research work; (3) lay the study plans, reinforce the instrument
      of
      research and study, actualize the research assignment; (5) make professional
      education though which staff can obtain higher degree and technological
      training, to make sure the researchers improve the ability and
      qualification.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.
      The organization structure of jointly operated entity

     

    The
      board
      of shareholders is made up with Legal Representatives of two parts;

     

    The
      board
      of direct is made up with the chairman of direct, the general manager (executive
      direct), vice-general manager. The chairman of direct is the Legal
      Representative, and the general manager and the vice-general manger are both
      directors.

     

    The
      two
      parts dispatch the pluralistic supervisor to make up with the board of
      supervisor which take charge in the supervision of the direct board and the
      executive group. The part A assign the chairman of board of
      supervisor.

     

    The
      executive group is made up with general manager, vice-general manager, the
      directors of laboratories (offices), the principals of accountants, it take
      charge of the daily work of the company, and finish the dictate of the direct
      board.

     

    The
      company will carry out the institution of the manager responsibility under
      the
      leading of direct board, the general manager is responsible to the whole work
      and the operation result.

    The
      organization structure is as bellow:

     

      

     

    The
      board
      of direct instructs
      the executive group to constitute regulations of management and operator which
      can adapt to the work quality request according to the national management
      regulations; consummate the software and hardware of the research; manage the
      company scientifically and achieve the furthest benefit.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	7.	
              Technology
                Transfer

            


    

     

    The
      way
      out for technological achievements is the industrialization by shareholders
      or
      their transfer to other enterprises. The ways of transfer is as
      follows:

    1)  Price
      Appraisal

    The
      manufacturing cost consists of wage, bonus, travel expenses, raw materials,
      equipment depreciation, etc. for the project; the pricing is based on the costs,
      and market mechanism shall be applied. The point is to stick to a collective
      appraisal and to the “shareholders first” principle. 

    2)  Ways
      of
      Transfer

    Transfer
      can be done by means of “one-time” pricing; it can also be done by means of
      pricing for the advance payment, taking a percentage from the sales, becoming
      a
      shareholder after appraisal and changing for the enterprise’s stock right with
      technological achievements. 

     

    
      	8.	
              Financial
                Management

            


    

     

    Separate
      accounts shall be kept for the jointly operated entity, which shall assume
      sole
      responsibility for its profits or losses.

     

    Sources
      of Income:
      (1)
      RMB¥2 million Yuan share in cash from Party A as circulating fund; (2) the
      balance to be borrowed from Party A; (3) the application for scientific research
      funds to the government; (4) the transfer of technological achievements; (5)
      the
      income from entrusted manufacturing; (6) other incomes.

     

    Expenditure:
      (1)
      wage, bonus, traveling expenses; (2) manufacturing and registration fees; (3)
      low-value consumables; (4) depreciation of house property and equipments; (5)
      expenses for public relations, etc.

     

    Expenditure
      for Fixed Assets: the
      purchasing of fixed assets will be carried out after the jointly operated entity
      prepare a plan and submit an application to Kunming Shenghuo Group Company.
      This
      cost will not be listed as the expenditure of the jointly operated entity.
      Kunming Shenghuo Group Company is the owner of the fixed assets, and the jointly
      operated entity has the right to use them.

     

    Accounting:
      The
      monthly and annual financial reports shall be prepared by the accountants of
      the
      jointly operated entity and be sent to both Party A and Party B for inspection.
      After being inspected and agreed by both the directorate and the supervision
      group in January of the coming year, the annual losses and profits will be
      honoured to the shareholders of both parties before the end of the
      month.

     

    
      	9.	
              Cooperation
                Period

            


    

     

    The
      cooperation period is 10 years for the time being, starting from January 1,
      2006
      to December 31, 2015. The period can be prolonged upon negotiation by both
      parties. 

     

    
      	10.	
              Default

            


    

     

    
      
        	
              	1)	
                During
                  the cooperation period, both parties shall devote themselves
                  wholeheartedly to the cooperation, so as to ensure the enterprise’s
                  achievements;

              


      

    

    
       

      
        	
              	2)	
                In
                  case of the inability by one party to continue the cooperation
                  due to
                  force majeure during the cooperation period, the default party
                  shall
                  notify the other party in written form 15 days in advance, and
                  negotiate
                  the solutions to the problems with the other party. It will be
                  regarded as
                  an act of default if one party break this agreement without reason.
                  The
                  default party shall compensate for the partial economic losses
                  suffered by
                  the other party.

              


      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	3)	
                In
                  case of disputes between both parties during the cooperation period,
                  both
                  parties shall settle them through friendly negotiation. If the
                  disputes
                  can not be solved, the suit shall be brought to the technology
                  arbitration
                  commission at the place where the agreement is signed or to the
                  people’s
                  court according to the Law of Technological Agreement.
                  

              


      

    

     

    This
      agreement is prepared in four copies, one copy for each party, and one copy
      for
      the authorities of each party. This agreement will come into force upon being
      signed and sealed by both parties. 

    


    Party
      A
      (Seal):    

    Signature
      by Legal Representative:

    


    


    Party
      B
      (Seal):

    Signature
      by Legal Representative:

    


    


    Date:
      January 1, 2006