Contract
      No.   

    


    Current
      Capital Loan Contract (3) 

    


    Party
      A:
      Wanxing bio-pharmaceutical company

    Party
      B:
      China industrial and commercial bank Pudong branch

     

    Content

     

    
      	 	
              1.

            	
              loan
                classification

            


    

    
      	 	 	 


      	 	
              2.

            	
              loan
                intention

            


      	 	 	 


    

    
      	 	
              3.

            	
              loan
                amount and term

            


    

    
      	 	 	 


      	 	
              4.

            	
              loan
                interest

            


      	 	 	 


    

    
      	 	
              5.

            	
              capital
                source of loan return

            


    

    
      	 	 	 


      	 	
              6.

            	
              surety
                ship

            


      	 	 	 


    

    
      	 	
              7.

            	
              both
                parties’ rights and liabilities

            


    

    
      	 	 	 


      	 	
              8.

            	
              contract
                breach

            


      	 	 	 


    

    
      	 	
              9.

            	
              contract
                effectiveness, modification, revoking and
                termination

            


    

    
      	 	 	 


      	 	
              10.

            	
              dispute
                settlement

            


      	 	 	 


    

    
      	 	
              11.

            	
              others

            


      	 	 	 


    

    
      	 	
              12.

            	
              supplementary
                articles 

            


    

    


    In
      accordance with the needs stated in Clause 2.1, Party A is applying loan from
      Party B. Party B agreed to provide loan to Party A. in order to establish both
      parties’ rights and liabilities, both parties agreed to sign this contract in
      accordance with the regulations of <<contract law>>, <<general
      loan regulation>> and other related by laws.

    


    
      	1.0	
              Loan
                Classification

            


    

    
      	 	 


      	1.1	
              Loan
                under this contract is current capital loan (midterm or short
                term).

            


    

    


    
      	
              2.0

            	
              Loan
                intention 

            


    

    
      	 	 


      	2.1	
              The
                loan under this contract is intended to be used for current
                capital.

            


      	 	 


    

    
      	
              2.2

            	
              Without
                written approval by Party B, Party A shall not change the intended
                purpose
                of using the loan

            


    

    


    
      	3.0	
              Loan
                amount and term

            


    

    
      	 	 


      	3.1	
              The
                total amount of loan is SIX Million RMB (RMB
                6,000,000.00)

            


      	 	 


    

    
      	3.2	
              The
                loan is in 12-months term, from Jan.12, 2004 to Jan. 12,
                2005.

            


      	 	 


    

    
      	3.3	
              Party
                A shall withdraw the entire loan in one time in accordance with Clause
                3.2. In case of special reasons, upon Party B’s written approval, withdraw
                can be postponed or advanced for _ days. The withdraw date and payback
                date shall be as of the actual date shown on the processing paper,
                which
                shall be deemed as part of the contract. Except the date, in case
                there is
                any discrepancy between the processing paper and the contract, the
                contract shall govern. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	4.0	
              Loan
                Interest

            


    

    


    
      	4.1	
              The
                monthly interest of the loan under this contact is defined as 4.64625‰
                (for midterm current capital, interests will be defined once for
                each
                year). Accrued interest cut-off day is 20th
                each month. 

            


      	 	 


    

    
      	4.2	
              In
                case the loan interest rate adjusted by the People’s Bank of China and
                adjustment applies to the loan under this Contract, Party B shall
                apply
                the adjusted interest rate with no need to inform Party
                A.

            


    

    


    
      	5.0	
              Capital
                Sources of Loan Return

            


    

    


    
      	5.1	
              sources
                of the capitals used by Party A to return the loan include, but not
                limited to, the following:

            


    

    
      
        
          	 	 


          	5.1.1	
                  Sales
                    income

                


          	 	 


        

      

    

    
      	
              
                5.1.2
                  

              

            	
              
                Other
                  legal income other than
                  5.1.1

              

            


    

    
      	 	 


      	5.2	
              No
                matter what contracts Party is obligated to have any clauses regarding
                Party A’s payback capital sources, all the clauses cannot affect Party A’s
                liabilities to payback the loan. Under no circumstance, Party A can
                reject
                the liability to payback the loan with citing Clause
                8.1

            


      	 	 


    

    
      	5.3	
              Party
                A shall pay back the total interest as per the Contract, and shall
                return
                the principle on time.

            


      	 	 


    

    
      	5.4	
              Party
                A shall deposit enough capitals in the banking account before the
                due
                date, and authorize Party B to transfer from Party A’s bank
                account.

            


    

    


    
      	6.0	
              Suretyship

            


    

    


    
      	6.1	
              The
                suretyship type: guarantee mortgage.


            


    

    
      	 	 


      	6.2	
              Party
                A has liability to help Party B in signing surety contract (No.
                29041100010101 and 29041100010102) with the surety
                party.

            


      	 	 


    

    
      	6.3	
              in
                case the surety is changed which may against the credit right of
                Party B,
                upon Party B’s notice, Party A shall provide other surety to Party B’s
                satisfaction.

            


    

    


    
      	7.0	
              Both
                parties’ rights and
                liabilities

            


    

    


    
      	7.1	
              Party
                A’s rights and responsibilities:

            


    

    
      
        	 	 


        	7.1.1	
                Withdraw
                  and use the loan in accordance with the contract
                  regulations

              


        	 	 


      

    

    
      	7.1.2	
              shall
                not payback the loan in prior to the due date without written approval
                from Party B.

            


    

    
      	 	 


      	7.1.3	
              Shall
                be liable for the authenticity, accuracy and completeness of the
                documents
                provided during the process of loan application.
                

            


      	 	 


    

    
      	7.1.4	
              Accept
                Party B’s investigation and audit regarding the use of the
                loan

            


    

    
      	 	 


      	7.1.5	
              Cooperate
                with Party B for his investigation and audit regarding the production,
                operation, project construction and financial conditions. Party A
                has the
                liability to provide related income statement and balance sheet to
                Party
                B.

            


      	 	 


    

    
      	7.1.6	
              Return
                the loan including principles and interests.


            


      	 	 


    

    
      	7.1.7	
              bear
                all the related cost under this contract, including, but not limited
                to,
                notarization, appraise, evaluation, registration and
                others.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	7.1.8	
              For
                all the payment inquiry letters issued by Party B, Party A shall
                return
                the receipts in three days.

            


    

    
      	 	 


      	7.1.9	
              in
                case Party A lease out its production, modify stock option, in alliance
                with other companies, merging, buy other companies, establish joint
                venture with other companies, company separation, reduce capital,
                change
                stock right, transfer big amount of capital and asset, or other changes
                which could affect Party B’s rights and interests, Party A shall inform
                Party B 30 days in advance and get his written approval. Otherwise,
                the
                above actions are prohibited before returning the loan and interests.
                

            


      	 	 


    

    
      	7.1.10	
              in
                case of changes of location, contact address, business scope, legal
                representative and other registration information, Party A shall
                inform
                Party B in written format in 7 days of the
                change.

            


    

    
      	 	 


      	7.1.11	
              in
                case of any events which may affect the normal operation or cause
                negative
                impact on Party A’s liabilities in returning the loan, includes but not
                limited to involvement of major financial entanglement, liquidation,
                financial conditions deterioration and others, Party A shall inform
                Party
                B immediately in written.

            


      	 	 


    

    
      	7.1.12	
              in
                case Party A goes out of business, company is dismissed, production
                is
                stopped, production permit is revoked or canceled, Party A shall
                inform
                Party B in written in 5 days of the event happened, and guarantee
                to
                return the loan and interests
                immediately.

            


    

    
      	 	 


      	7.1.13	
              Party
                A shall be responsible for the attorney cost in case Party B use
                legal
                steps to realize the credit rights. 

            


      	 	 


    

    
      	7.1.14	
              Party
                A shall indicate to Party B the relationship with related parties
                and
                transactions with related parties in a timely, comprehensive and
                accurate
                manner. In accordance with << enterprise accounting principles and
                regulations- indicate relationship with related parties and transactions
                with related parties>>, the related parties
                are:

            


    

    
      	 	 


      	7.1.14.1	
              Other
                enterprises directly or indirectly controlled by Party A, or enterprises
                that directly or indirectly controls Party A, or other enterprises
                with
                whom Party A are controlled by others.

            


      	 	 


    

    
      	7.1.14.2	
              Joint
                ventures of Party A

            


    

    
      	 	 


      	7.1.14.3	
              Affiliated
                company of Party A

            


      	 	 


    

    
      	7.1.14.4	
              Major
                investors, key managers or their family members of Party
                A

            


    

    
      	 	 


      	7.1.14.5	
              Other
                companies that are control by Party A’s major investors, key managers or
                their family members.

            


      	 	 


    

    
      	7.2	
              Party
                B’s rights and liabilities

            


    

    
      	 	 


      	7.2.1	
              Require
                Party A to provide all the related
                information

            


      	 	 


    

    
      	7.2.2	
              In
                accordance with the Contract or bylaws, transfer the due loan principle,
                interests, compound interest, interest penalty and all other cost
                from
                Party A’s banking account

            


    

    
      	 	 


      	7.2.3	
              In
                case Party A is escaping from Party B’s auditing, delay in paying back the
                loan and interests or other major actions that breach the contract,
                Party
                B has the rights to implement credit punishment, and report to related
                government authorities or other enterprises, and require Party A
                to return
                the loan through the means of public
                media.

            


      	 	 


    

    
      	7.2.4	
              Release
                the loan on time and in full amount in accordance with the contract
                clause, except delayed by Party A.

            


      	 	 


    

    
      	7.2.5	
              Maintain
                all the information regarding debt conditions, financial conditions,
                production and operations in confidential, except permitted by the
                contract or bylaws.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	8.0	
              In
                breach of Contract

            


    

    


    
      	8.1	
              after
                the contract in effect, both parties shall be obligated by the Contract.
                Any party who failed in fulfilling his liabilities either entirely
                or
                partially shall take responsibility of the breach in accordance with
                the
                bylaws.

            


    

    
      	 	 


      	8.2	
              in
                case Party A delayed in withdraw the loan from Party B as per Clause
                3.3,
                Party B has the rights to charge the postponed withdraw penalty using
                contract defined interested rate on a daily basis and
                

            


      	 	 


    

    
      	8.3	
              in
                case Party B failed in issuing the loan as per Clause 7.1, he should
                be
                charged penalty using the contract defined interest rate on a daily
                basis

            


    

    
      	 	 


      	8.4	
              without
                written approval from Party B, in case Party return the loan in prior
                to
                the due date, Party B still has the rights to charge the full interest
                in
                accordance with the loan term and interest rate stated in the
                contract.

            


      	 	 


    

    
      	8.5	
              in
                case Party A failed in returning the loan and interests as per the
                contract, Party B has the rights to request Party A to return the
                loan and
                interests within specified periods, has the rights to transfer the
                capital
                from Party A’s bank account in Party B’s branch, and has the right to
                charge interest of the due amount of principle as per a rate of 0.0216825%
                on a daily basis, interest on a compound basis.


            


    

    
      	 	 


      	8.6	
              in
                case Party A use the loan on the project differ from the intended,
                Party B
                has the right to cancel the loan, and has the right to take back
                the loan,
                entirely or partially, in prior to the due date, or even terminate
                the
                contract. Party B also has the right to charge interest on the misused
                principle as per a rate of 0.0216825% on a daily basis, interest
                on a
                compound basis.

            


      	 	 


    

    
      	8.7	
              in
                case of 8.5 and 8.6 occur simultaneously, Party B shall choose the
                one
                that has severer penalty, but cannot apply
                both.

            


    

    
      	 	 


      	8.8	
              in
                case of one of following his action, Party A shall, within 7 days
                upon
                receipt of the written notice from Party B, provide remediation plan
                to
                Party B’s satisfaction. Otherwise, Party B has the right to stop or cancel
                the remaining loan, has the right to request a return the loan, entirely
                or partially, in prior to the due date. For the loan which cannot
                be
                returned, a late penalty will be charged on the late return interest
                rate
                and on a daily basis. 

            


      	 	 


    

    
      	8.8.1	
              Provide
                balance sheet, income statement and other financial materials with
                fake
                information or hide important
                information.

            


    

    
      	 	 


      	8.8.2	
              Not
                cooperate or reject Party B’s auditing regarding the use of the loan,
                operation and financial conditions.

            


      	 	 


    

    
      	8.8.3	
              Without
                Party B’s approval, transfer or disposal, or threatening to transfer or
                disposal his major asset or capitals.


            


    

    
      	 	 


      	8.8.4	
              Major
                part or entire of his asset was possessed by other creditors, or
                taken
                over by the assignee or the kind, or his asset was seized or frozen
                which
                may bring loss to Party B.

            


      	 	 


    

    
      	8.8.5	
              without
                Party B’s approval, Party A lease out its production, modify stock option,
                in alliance with other companies, merging, buy other companies, establish
                joint venture with other companies, company separation, reduce capital,
                change stock right, transfer big amount of capital and asset, or
                other
                changes which could affect Party B’s rights and interests or endanger
                Party B’s creditor’s right.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	8.8.6	
              Changes
                to location, contact address, business scope, legal representative
                and
                other registration information or executing major investment to external
                project which may affect or threaten Party B’s credits.
                

            


    

    
      	 	 


      	8.8.7	
              Involvement
                of major financial entanglement or financial conditions deteriorated
                which
                may impact or threaten Party B’s credits

            


      	 	 


    

    
      	8.8.8	
              in
                case Party A doesn’t perform his obligation in exposing information or one
                of the following happens to Party A and its related parties, which
                may
                affect negatively Party A’s performing his
                obligations:

            


    

    
      	 	 


      	8.8.8.1	
              Financial
                conditions deterioration of Party A’s related
                parties

            


      	 	 


    

    
      	8.8.8.2	
              legal
                or punitive actions have been applied to Party A or its related parties
                by
                legislature, revenue authorities, business administration authorities
                or
                other authorities.

            


    

    
      	 	 


      	8.8.8.3	
              Relationship
                changed between Party A and its related
                parties.

            


      	 	 


    

    
      	8.8.8.4	
              Party
                A’s related parties are involved or possibly involved in major business
                entanglement, litigation or
                arbitrations.

            


    

    
      	 	 


      	8.8.8.5	
              Party
                A’s major investor or key managers are involved in criminal
                lawsuits.

            


      	 	 


    

    
      	8.8.8.6	
              Others
                that may cause negative impact to Party A.


            


      	 	 


    

    
      	8.8.9	
              Any
                others that may threaten or cause serious damage to Party B’s realization
                of its credit rights. 

            


    

    


    
      	9.0	
              contract
                effectiveness, modification, revoking and
                termination

            


    

    


    
      	9.1	
              This
                Contract will take effect after both parties; signatures and stamps.
                In
                case of suretyship exists, contract will take effect from the
                effectiveness of the suretyship contract. Contract will be terminated
                until the entire loan, interest, compound interest, interest penalty,
                breach fine and other cost was finally
                paid.

            


    

    
      	 	 


      	9,2	
              in
                case of the followings, Party B has the right to revoke the contract,
                and
                require Party A to return the loan and interest in prior to the due
                date
                and compensate for the damage:

            


      	 	 


    

    
      	9.2.1	
              Party
                A goes out of business, company is dismissed, production is stopped,
                production permit is revoked or
                canceled;

            


    

    
      	 	 


      	9.2.2	
              Changes
                to the surety which may bring negative impact to the Party B creditor’s
                right, and Party A failed in providing other surety as required by
                Party
                B;

            


      	 	 


    

    
      	9.2.3	
              Other
                severer breaching actions 

            


    

    
      	 	 


      	9.3	
              in
                case Party A wishes to defer the loan due date, he shall submit a
                written
                application together with surety’s agreement to prolong the suretyship
                term in 30 days prior to the due date. After Party B’s investigation, and
                deferred term agreement signed, then the load could be deferred.
                The
                original Contract still in effect before signing the defer agreement.
                

            


      	 	 


    

    
      	9.4	
              after
                effectiveness of the contract, except as stated in the contract,
                either
                party cannot make bold to modify or revoke the contract. If such
                a need
                really exists, a written agreement shall be reached upon negotiation.
                The
                original contract is still in effect before such agreement
                reached.

            


    

    


    
      	10.0	
              dispute
                settlement

            


    

    


    
      	10.1	
              in
                case of dispute arising from executing the contract, negotiation
                shall be
                performed to settle the dispute. If agreement cannot be reached through
                negotiation, dispute shall be settled in accordance with Clause
                10.1.2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	10.1.1	
              BLANK

            


    

    
      	 	 


      	10.1.2	
              through
                legislation by the Party B’s local
                court.

            


    

    


    
      	11.0	
              Others

            


    

    
      	 	 


      	11.1	
              the
                penalty interest for the overdue loan will be applied as per the
                following: 

            


    

    
       

      Additional 40%
        will
        be added to the contract-defined interest rate base on the total loan amount
        on
        the day before the due date. Daily date is based on 360 days per year and
        30
        days per month.

       

    

    In
      case
      the loan has been used other than intended, penalty interest rate will be
      additional 70% added to the contract-defined interest rate base on the total
      amount of loan that has been used for other purpose. Daily date is based on
      360
      days per year and 30 days per month. If interest rates have been adjusted,
      penalty interest shall be calculated for each term. 

     

    In
      case
      the penalty rate is left BLANK, it doesn’t mean penalty interest is not
      applicable, but contract-defined rate shall be applied. If any other clauses
      in
      this contract do not accord with this clause, then this clause governs.


     

    
      	12.0	
              Supplementary
                Articles

            


    

    


    
      	12.1	
              this
                supplementary articles are part of the contract, and have the same
                legal
                effect. 

            


    

    
      	 	 


      	12.2	
              in
                case of the withdraw date or return date is not workday, then it
                shall be
                deferred to the next following workday.

            


      	 	 


    

    
      	12.3	
              the
                contract is in   five 
                 copies.
                Party A holds one copy and Party B holds four copies. All the copies
                have
                the same legal effect. 

            


    

    


    Party
      A: Shanghai Wanxing Bio-Pharmaceutical Co., Ltd. (stamp)

    


    Legal
      representative: (signature)

     

    Party
      B: Industrial and Commercial Bank of China, Pudong Branch
      (stamp)

    


    Legal
      representative: (signature)

     

    Jan.
      12,
      2004

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Contract
      No.    

    


    SURETYSHIP
      CONTRACT

    


    Surety
      (Party A): Shanghai
      Xinguang Enterprise Development Co., Ltd.

    


    Address:
      464 Fuxing Dong Road, Shanghai, P.R.China

    


    Legal
      representative: Fu Wei

    


    Creditor(Party
      B): Industrial
      and Commercial Bank of China, Pudong Branch

    Address:
      2024 Pudong Nan Road, Shnaghai, P. R. China

    Legal
      representative (manager): Ge shiyao

    


    Content

    


    Article
      1. Party A’s representations and warranties

    Article
      2. type and amount of the credit

    Article
      3. time limit for the debtor to perform the obligation

    Article
      4. mode of the surety

    Article
      5. the scope of the suretyship guaranty

    Article
      6. the term of the suretyship

    Article
      7. Party A’s rights and liabilities

    Article
      8. Party B’s rights and liabilities

    Article
      9. Liabilities when fails in performing the obligation

    Article
      10. contract’s effectiveness, modification, revoking and
      termination

    Article
      11. dispute settlement

    Article
      12. others

    Article
      13. supplementary articles.

    


    In
      the
      efforts to guarantee that the debtor perform his obligation under loan contact
      sign on Jan. 12, 2004 (contract No. 29041100010 hereinafter as main contract)
      between Shanghai Wanxing Bio-Pharmaceutical Co., Ltd and Party B of this
      contract , Party A agrees to act as surety. in order to establish both parties’
rights and liabilities, both parties agreed to enter this contract in accordance
      with the regulations of <<contract law>>, <<general loan
      regulation>> and other related bylaws.

    


    Article
      1. Party A’s representations and warranties

    


    
      	
              1.1

            	
              in
                accordance with laws of P. R. China, Party A has the qualification
                to act
                as surety. 

            


    

    
      	 	 


      	
              1.2

            	
              Party
                A has the enough financial capability to act as surety. Liabilities
                of
                surety shall not be changed by any change of financial conditions
                or other
                orders, and shall not be reduced or relieved no matter any others
                agreements signs by the surety with other
                parties.

            


      	 	 


    

    
      	
              1.3

            	
              Party
                A is in full knowledge of the debtor’s intention of the loan, and wish to
                act as the surety voluntarily. All the contents under this contract
                are
                his true will. 

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        	
                1.4

              	
                In
                  case the debtor fails in performing his obligation to return the
                  loan and
                  interest on time, Party B has the right to seek money from Party
                  A. Party
                  A shall authorize Party B to transfer money directly from Party
                  A’s bank
                  account in Party B’s branch.

              


      

       

      Article
        2. Type and amount of the credit

    

    


    
      	2.1	
              the
                credit under the suretyship contract is in amount of RMB 6.0 million,
                which Party B released to the debtor under the Main Contract.
                

            


    

    


    Article
      3. Time limit for the debtor to perform the obligation

    


    
      	3.1	
              The
                term of the Main Contract is for duration of 12 moths, from Jan.
                12, 2004
                to Jan.12, 2005. 

            


    

    


    Article
      4. Mode of the surety

    


    
      	4.1	
              the
                mode of this suretyship contract is joint and several liabilities.
                

            


    

    


    Article
      5. The scope of the suretyship guaranty

    


    
      	5.1	
              scope
                of the suretyship guaranty includes the loan principle, interest,
                compounded interest, penalty interest, breach penalty, compensation,
                cost
                to claim the credit right and other
                cost.

            


    

    


    Article
      6. the term of the surety ship

    


    
      	6.1	
              the
                term of the suretyship is for two years from the following day of
                the due
                date of the Main Contract.

            


    

    
      	 	 


      	6.2	
              in
                case the loan under the Main Contract is in several batches, the
                term of
                the suretyship shall be starting from the following day of each due
                date
                of each batch.

            


      	 	 


    

    
      	6.3	
              in
                case Party B wishes to request a earlier return of the loan in accordance
                with related clauses in the Main Contract, the term of the suretyship
                shall be from the following day of noticed date Party B issued to
                debtor
                for returning the loans.

            


    

    


    Article
      7. Party A’s rights and liabilities

    


    
      
        
          	7.1	
                  provide
                    materials as requested by Party B, and guarantee the material
                    provided is
                    accurate and legal.

                


        

      

    

    
      	 	 


      	7.2	
              Party
                B shall mail the receipt in three days after receiving loan return
                request
                or other request from Party B.

            


      	 	 


    

    
      	7.3	
              in
                case of the followings happened to Party A, Party B shall be
                informed:

            


    

    
      	 	 


      	7.3.1	
              operation
                system change, such as lease out its production, modify stock option,
                in
                alliance with other companies, merging, buy other companies, company
                separation, establish joint venture with foreign companies and
                others

            


      	 	 


    

    
      	7.3.2	
              changes
                of scope of business and registered capital, and change of stock
                right

            


      	 	 


    

    
      	7.3.3	
              financial
                conditions deterioration or involvement of major financial
                entanglement

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	7.3.4	
              goes
                out of business, company is dismissed, production is stopped, production
                permit is revoked or canceled

            


    

    
      	 	 


      	7.3.5	
              changes
                of location, contact address, or legal
                representative.

            


      	 	 


    

    
      	7.4	
              Party
                A shall inform Party B in 30 days advance in case of the change of
                Clause
                7.3.1 or 7.3.2, for changes of others, in 5 days
                advance.

            


    

    
      	 	 


      	7.5	
              an
                approval from Party A shall not be necessary in case Party B wishes
                to
                modify the main contract with the debtor, except modification is
                about
                term extension or increase the amount of loan. Party A shall still
                be
                obligated for the joint and several
                liabilities.

            


      	 	 


    

    
      	7.6	
              in
                case Party A transfers the credit to a third party, Party A shall
                still be
                obligated for the joint and several
                liabilities

            


    

    
      	 	 


      	7.7	
              while
                the contract is in effect, any type of suretyship provided by Party
                A to
                other parties shall not against Party B’s interest.
                

            


      	 	 


    

    
      	7.8	
              while
                the contract is in effect, Party A shall guarantee perform all the
                obligation of this contract even in case of any separation, merging,
                stock
                option modifications or other
                events.

            


    

    
      	 	 


      	7.9	
              Party
                A shall indicate to Party B the relationship with related parties
                and
                transactions with related parties in a timely, comprehensive and
                accurate
                manner. in case Party A doesn’t perform his obligation in exposing
                information or one of the following happens to Party A and its related
                parties, which may affect negatively Party A’s performing his
                obligations:

            


      	 	 


    

    
      	7.9.1	
              Financial
                conditions deterioration of Party A’s related
                parties

            


    

    
      	 	 


      	7.9.2	
              legal
                or punitive actions have been applied to Party A or its related parties
                by
                legislature, revenue authorities, business administration authorities
                or
                other authorities.

            


      	 	 


    

    
      	7.9.3	
              relationship
                changed between Party A and its related
                parties.

            


    

    
      	 	 


      	7.9.4	
              Party
                A’s related parties are involved or possibly involved in major business
                entanglement, litigation or arbitrations.

            


      	 	 


    

    
      	7.9.5	
              Party
                A’s major investor or key managers are involved in criminal
                lawsuits.

            


      	 	 


    

    
      	7.9.6	
              others
                that may cause negative impact to Party A.


            


    

     

    In
      accordance with << enterprise accounting principles and regulations-
      indicate relationship with related parties and transactions with related
      parties>>, the related parties are:

     

    
      	(1).	
              Other
                enterprises directly or indirectly controlled by Party A, or enterprises
                that directly or indirectly controls Party A, or other enterprises
                with
                whom Party A are controlled by
                others.

            


    

    
      	 	 


      	(2).	
              Joint
                ventures of Party A

            


      	 	 


    

    
      	(3)	
              Affiliated
                company of Party A

            


    

    
      	 	 


      	(4)	
              Major
                investors, key managers or their family members of Party
                A

            


      	 	 


    

    
      	(5)	
              Other
                companies that are control by Party A’s major investors, key managers or
                their family members.

            


      	 	 


    

    
      	7.10	
              Party
                A will no longer be obligated to the suretyship after the debtor
                returned
                the entire due loan and interests. 

            


    

    


    Article
      8. Party B’s rights and liabilities

    


    
      	8.1	
              Party
                B has the rights to require Party A to provide documents which can
                prove
                his legal status.

            


    

    
      	 	 


      	8.2	
              Party
                B has the rights to require Party A to provide financial statement
                that
                can reflect his credit status and other
                information

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	8.3	
              in
                case the debtor has not return the debt, entirely or partially, to
                the
                Party B after the due time, Party B has the rights to require Party
                A to
                perform his suretyship obligation as per the
                contract.

            


    

    
      	 	 


      	8.4	
              in
                case of the following events, with the means of written notice, Party
                B
                has the rights to require Party A to perform his suretyship obligation
                at
                an earlier date. Party A shall perform his suretyship obligation
                within 10
                days after receiving the written notice:

            


      	 	 


    

    
      	8.4.1	
              Party
                B revokes the Main Contract as per the related clauses in the
                contract

            


    

    
      	 	 


      	8.4.2	
              Party
                B wishes to require an earlier return of the loan as per related
                clauses
                in the contract

            


      	 	 


    

    
      	8.5	
              while
                the contract is in effect, Party B shall inform Party A on time in
                case he
                transfers the credit right to a third party as per the related clauses
                in
                the contract.

            


    

    


    Article
      9. Liabilities when fails in performing the obligation

    


    
      	9.1	
              in
                case a false representation and warranty is given in Article 1, Party
                A
                shall compensate Party B if there is a
                loss.

            


    

    
      	 	 


      	9.2	
              after
                the contract enters into effect, both parties shall perform his obligation
                with diligence. Either party failed in performing the obligation,
                either
                partially or entirely, shall take the liability of breaching the
                contract,
                and compensate the other party if there is a loss to the other
                party.

            


      	 	 


    

    
      	9.3	
              in
                case the contract is of no effect due to Party A’s fault, Party A shall
                compensate Party B’s loss within the scope of the
                suretyship.

            


    

     

    Article
      10. contract’s effectiveness, modification, revoking and
      termination

    


    
      	10.1	
              The
                contract shall enter into effect after the signatures by both parties.
                Only with the debtor returns the entire loan principle, interest,
                compounded interest, penalty interest, breach penalty, compensation,
                cost
                to claim the credit right and other cost, the contract will be
                expired.

            


    

    
      	 	 


      	10.2	
              this
                contract is independent to the Main Contract, and shall stay valid
                in case
                of no effect of the Main Contract. In case of the Main Contract is
                of no
                effect, Party A shall still perform his obligation.
                

            


      	 	 


    

    
      	10.3	
              after
                effectiveness of the contract, except as stated in the contract,
                either
                party cannot make bold to modify or revoke the contract. If such
                a need
                really exists, a written agreement shall be reached upon negotiation.
                The
                original contract is still in effect before such agreement
                reached.

            


    

    


    Article
      11. dispute settlement

    


    
      
        	11.1	
                in
                  case of dispute arising from executing the contract, negotiation
                  shall be
                  performed to settle the dispute. If agreement cannot be reached
                  through
                  negotiation, dispute shall be settled in accordance with Clause
                  13.1.2

              


      

    

    
      	 	 


      	11.1.1	
              BLANK

            


      	 	 


    

    
      	11.1.2	
              through
                legislation by the Party B’s local
                court.

            


    

    


    Article
      12. others

     

    BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
      13. supplementary articles.

     

    the
      contract is in _Four_
      copies.
      Party A holds one copy and Party B holds three copies. All the copies have
      the
      same legal effect.

    


    Party
      A: Shanghai Xinguang Enterprise Development Co., Ltd.
      (stamp)

    Legal
      representative: (signature)

     

    


    Party
      B: Industrial and Commercial Bank of China, Pudong Branch
      (stamp)

    Legal
      representative: (signature)

    


    


    Jan.
      12,
      2004

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Contract
      No. 29041100010102

    


    SURETYSHIP
      CONTRACT

    


    Surety
      (Party A): Beijing
      Guoan Electric Co. 

    


    Address:
      32 Haidian Nan Road, Haidian District, Beijing, P.R.China

    


    Legal
      representative: Zhao Wei Ping

    


    Creditor(Party
      B): Industrial
      and Commercial Bank of China, Pudong Branch

    Address:
      2024 Pudong Nan Road, Shnaghai, P. R. China

    Legal
      representative (manager): Ge shiyao

    


    Content

    


    Article
      1. Party A’s representations and warranties

    Article
      2. type and amount of the credit

    Article
      3. time limit for the debtor to perform the obligation

    Article
      4. mode of the surety

    Article
      5. the scope of the suretyship guaranty

    Article
      6. the term of the suretyship

    Article
      7. Party A’s rights and liabilities

    Article
      8. Party B’s rights and liabilities

    Article
      9. Liabilities when fails in performing the obligation

    Article
      10. contract’s effectiveness, modification, revoking and
      termination

    Article
      11. dispute settlement

    Article
      12. others

    Article
      13. supplementary articles.

    


    In
      the
      efforts to guarantee that the debtor perform his obligation under loan contact
      sign on Jan. 12, 2004 (contract No. 29041100010, hereinafter as main contract)
      between Shanghai Wanxing Bio-Pharmaceutical Co., Ltd and Party B of this
      contract , Party A agrees to act as surety. in order to establish both parties’
rights and liabilities, both parties agreed to enter this contract in accordance
      with the regulations of <<contract law>>, <<general loan
      regulation>> and other related bylaws.

    


    Article
      1. Party A’s representations and warranties

    


    
      	1.1	
              in
                accordance with laws of P. R. China, Party A has the qualification
                to act
                as surety. 

            


    

    
      	 	 


      	1.2	
              Party
                A has the enough financial capability to act as surety. Liabilities
                of
                surety shall not be changed by any change of financial conditions
                or other
                orders, and shall not be reduced or relieved no matter any others
                agreements signs by the surety with other
                parties.

            


      	 	 


    

    
      	1.3	
              Party
                A is in full knowledge of the debtor’s intention of the loan, and wish to
                act as the surety voluntarily. All the contents under this contract
                are
                his true will. 

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              1.4

            	
              In
                case the debtor fails in performing his obligation to return the
                loan and
                interest on time, Party B has the right to seek money from Party
                A. Party
                A shall authorize Party B to transfer money directly from Party A’s bank
                account in Party B’s branch.

            


    

    


    Article
      2. type and amount of the credit

    


    
      	2.1	
              the
                credit under the suretyship contract is in amount of RMB 6.0 million,
                which Party B released to the debtor under the Main Contract.
                

            


    

    


    Article
      3. time limit for the debtor to perform the obligation

    


    
      	3.1	
              The
                term of the Main Contract is for duration of 12 moths, from Jan.
                12, 2004
                to Jan. 12, 2005. 

            


    

    


    Article
      4. mode of the surety

    


    
      	4.1	
              the
                mode of this suretyship contract is joint and several liabilities.
                

            


    

    


    Article
      5. The scope of the suretyship guaranty

    


    
      	5.1	
              scope
                of the suretyship guaranty includes the loan principle, interest,
                compounded interest, penalty interest, breach penalty, compensation,
                cost
                to claim the credit right and other
                cost.

            


    

    


    Article
      6. the term of the surety ship

    


    
      	6.1	
              the
                term of the suretyship is for two years from the following day of
                the due
                date of the Main Contract.

            


    

    
      	 	 


      	6.2	
              in
                case the loan under the Main Contract is in several batches, the
                term of
                the suretyship shall be starting from the following day of each due
                date
                of each batch.

            


      	 	 


    

    
      	6.3	
              in
                case Party B wishes to request a earlier return of the loan in accordance
                with related clauses in the Main Contract, the term of the suretyship
                shall be from the following day of noticed date Party B issued to
                debtor
                for returning the loans.

            


    

    


    Article
      7. Party A’s rights and liabilities

    


    
      	7.1	
              provide
                materials as requested by Party B, and guarantee the material provided
                is
                accurate and legal.

            


    

    
      	 	 


      	7.2	
              Party
                B shall mail the receipt in three days after receiving loan return
                request
                or other request from Party B.

            


      	 	 


    

    
      	7.3	
              in
                case of the followings happened to Party A, Party B shall be
                informed:

            


    

    
      	 	 


      	7.3.1	
              operation
                system change, such as lease out its production, modify stock option,
                in
                alliance with other companies, merging, buy other companies, company
                separation, establish joint venture with foreign companies and
                others

            


      	 	 


    

    
      	7.3.2	
              changes
                of scope of business and registered capital, and change of stock
                right

            


      	 	 


    

    
      	7.3.3	
              financial
                conditions deterioration or involvement of major financial
                entanglement

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	7.3.4	
              goes
                out of business, company is dismissed, production is stopped, production
                permit is revoked or canceled

            


    

    
      	 	 


      	7.3.5	
              changes
                of location, contact address, or legal
                representative.

            


      	 	 


    

    
      	7.4	
              Party
                A shall inform Party B in 30 days advance in case of the change of
                Clause
                7.3.1 or 7.3.2, for changes of others, in 5 days
                advance.

            


    

    
      	 	 


      	7.5	
              an
                approval from Party A shall not be necessary in case Party B wishes
                to
                modify the main contract with the debtor, except modification is
                about
                term extension or increase the amount of loan. Party A shall still
                be
                obligated for the joint and several
                liabilities.

            


      	 	 


    

    
      	7.6	
              in
                case Party A transfers the credit to a third party, Party A shall
                still be
                obligated for the joint and several
                liabilities

            


    

    
      	 	 


      	7.7	
              while
                the contract is in effect, any type of suretyship provided by Party
                A to
                other parties shall not against Party B’s interest.
                

            


      	 	 


    

    
      
        	7.8	
                while
                  the contract is in effect, Party A shall guarantee perform all
                  the
                  obligation of this contract even in case of any separation, merging,
                  stock
                  option modifications or other
                  events.

              


      

    

    
      	 	 


      	7.9	
              Party
                A shall indicate to Party B the relationship with related parties
                and
                transactions with related parties in a timely, comprehensive and
                accurate
                manner. in case Party A doesn’t perform his obligation in exposing
                information or one of the following happens to Party A and its related
                parties, which may affect negatively Party A’s performing his
                obligations:

            


      	 	 


    

    
      	7.9.1	
              Financial
                conditions deterioration of Party A’s related
                parties

            


    

    
      	 	 


      	7.9.2	
              legal
                or punitive actions have been applied to Party A or its related parties
                by
                legislature, revenue authorities, business administration authorities
                or
                other authorities.

            


      	 	 


    

    
      	7.9.3	
              relationship
                changed between Party A and its related
                parties.

            


    

    
      	 	 


      	7.9.4	
              Party
                A’s related parties are involved or possibly involved in major business
                entanglement, litigation or arbitrations.

            


      	 	 


    

    
      	7.9.5	
              Party
                A’s major investor or key managers are involved in criminal
                lawsuits.

            


      	 	 


    

    
      	7.9.6	
              others
                that may cause negative impact to Party A.


            


    

    
       

      In accordance
        with << enterprise accounting principles and regulations- indicate
        relationship with related parties and transactions with related parties>>,
        the related parties are:

    

    
      
          

      

    

    
      	
              (1).
                

            	
              Other
                enterprises directly or indirectly controlled by Party A, or enterprises
                that directly or indirectly controls Party A, or other enterprises
                with
                whom Party A are controlled by others.

            


      	 	 


      	
              (3)

            	
              Affiliated
                company of Party A

            


      	 	 


    

    
      	(4)	
              Major
                investors, key managers or their family members of Party
                A

            


    

    
      	 	 


      	(5)	
              Other
                companies that are control by Party A’s major investors, key managers or
                their family members.

            


      	 	 


    

    
      	7.10	
              Party
                A will no longer be obligated to the suretyship after the debtor
                returned
                the entire due loan and interests. 

            


    

    


    Article
      8. Party B’s rights and liabilities

    


    
      	8.1	
              Party
                B has the rights to require Party A to provide documents which can
                prove
                his legal status.

            


      	 	 


    

    
      	8.2	
              Party
                B has the rights to require Party A to provide financial statement
                that
                can reflect his credit status and other
                information

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	8.3	
              in
                case the debtor has not return the debt, entirely or partially, to
                the
                Party B after the due time, Party B has the rights to require Party
                A to
                perform his suretyship obligation as per the
                contract.

            


    

    
      	 	 


      	8.4	
              in
                case of the following events, with the means of written notice, Party
                B
                has the rights to require Party A to perform his suretyship obligation
                at
                an earlier date. Party A shall perform his suretyship obligation
                within 10
                days after receiving the written notice:

            


      	 	 


    

    
      	8.4.1	
              Party
                B revokes the Main Contract as per the related clauses in the
                contract

            


    

    
      
        	 	 


        	8.4.2	
                Party
                  B wishes to require an earlier return of the loan as per related
                  clauses
                  in the contract

              


        	 	 


      

    

    
      	8.5	
              while
                the contract is in effect, Party B shall inform Party A on time in
                case he
                transfers the credit right to a third party as per the related clauses
                in
                the contract.

            


    

    


    Article
      9. Liabilities when fails in performing the obligation

    


    
      	9.1	
              in
                case a false representation and warranty is given in Article 1, Party
                A
                shall compensate Party B if there is a
                loss.

            


    

    
      	 	 


      	9.2	
              after
                the contract enters into effect, both parties shall perform his obligation
                with diligence. Either party failed in performing the obligation,
                either
                partially or entirely, shall take the liability of breaching the
                contract,
                and compensate the other party if there is a loss to the other
                party.

            


      	 	 


    

    
      	9.3	
              in
                case the contract is of no effect due to Party A’s fault, Party A shall
                compensate Party B’s loss within the scope of the
                suretyship.

            


    

     

    Article
      10. contract’s effectiveness, modification, revoking and
      termination

    


    
      	10.1	
              The
                contract shall enter into effect after the signatures by both parties.
                Only with the debtor returns the entire loan principle, interest,
                compounded interest, penalty interest, breach penalty, compensation,
                cost
                to claim the credit right and other cost, the contract will be
                expired.

            


    

    
      	 	 


      	10.2	
              this
                contract is independent to the Main Contract, and shall stay valid
                in case
                of no effect of the Main Contract. In case of the Main Contract is
                of no
                effect, Party A shall still perform his obligation.
                

            


      	 	 


    

    
      	10.3	
              after
                effectiveness of the contract, except as stated in the contract,
                either
                party cannot make bold to modify or revoke the contract. If such
                a need
                really exists, a written agreement shall be reached upon negotiation.
                The
                original contract is still in effect before such agreement
                reached.

            


    

    


    Article
      11. dispute settlement

    


    
      	13.1	
              in
                case of dispute arising from executing the contract, negotiation
                shall be
                performed to settle the dispute. If agreement cannot be reached through
                negotiation, dispute shall be settled in accordance with Clause
                13.1.2

            


    

    
      	 	 


      	13.1.1	
              BLANK

            


      	 	 


    

    
      	13.1.2	
              through
                legislation by the Party B’s local
                court.

            


    

    


    Article
      12. others

     

    BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Article
      13. supplementary articles.

     

    the
      contract is in _Four_
      copies.
      Party A holds one copy and Party B holds three copies. All the copies have
      the
      same legal effect.

    


    Party
      A: Beijing Guoan Electric Co. (stamp)

    Legal
      representative: (signature)

     

    


    Party
      B: Industrial and Commercial Bank of China, Pudong Branch
      (stamp)

    Legal
      representative: (signature)

    


    Jan.
      12,
      2004

    Jan.
      12,
      2004